ASSIGNMENT AND ASSUMPTION OF LEASE AND ASSIGNMENT OF GUARANTY OF
                              LEASE


     THIS  ASSIGNMENT AND ASSUMPTION OF LEASE AND  ASSIGNMENT  OF
GUARANTY OF LEASE (this "ASSIGNMENT") is made and entered into as
of  the 5th day of November, 2002,but made effective the 7th  day
of  November, 2002 by and between McKNIGHT ROAD DEVELOPMENT, LLC,
a  New  York  limited  liability company  ("ASSIGNOR"),  and  AEI
PRIVATE   NET  LEASE  MILLENNIUM  FUND  LIMITED  PARTNERSHIP,   a
Minnesota limited partnership whose corporate general partner  is
AEI  Fund Management XVIII, Inc., a Minnesota corporation and AEI
INCOME  &  GROWTH  FUND  24  LLC, a  Delaware  limited  liability
corporation   whose  corporate  managing  member  is   AEI   Fund
Management XXI, Inc., a Minnesota Corporation ( "ASSIGNEE").

                            RECITALS:

      A.    Assignor  and Assignee are parties  to  that  certain
Purchase and Sale Agreement dated October 1, 2002 as it may  have
been  amended  (the "AGREEMENT"), pursuant to which  Assignee  is
acquiring  from  Assignor  the real  property  and  improvements,
located  on  property more particularly described  on  EXHIBIT  A
attached hereto and incorporated herein by this reference.

     B.   Pursuant to the terms of the Agreement, Assignor desires to
sell,  assign,  convey, transfer and set  over  to  Assignee  and
Assignee  desires  to assume all of Assignor's interest  in  that
certain  Lease dated February 4, 2002, as amended  on  March  27,
2002  (the  "LEASE"), by and between Assignor and  Sterling  Inc.
(the  "TENANT"),  including  all rents  prepaid  for  any  period
subsequent  to the date of this Assignment, and in  that  certain
Guaranty  of Lease dated February 6, 2002 (the "Guaranty")  given
by Sterling Jewelers, Inc. (the "Guarantor") subject to the terms
and conditions set forth below.

     C.   Assignor is the Landlord under the Lease with full right and
title to assign the Lease, the Rent, and the Guaranty to Assignee
as provided herein.  The Lease and the Guaranty are in full force
and  effect and have not been modified or amended.  So far as  is
known  to Assignor, there is no default by Tenant under the Lease
and no Rent has been waived, anticipated, discounted, compromised
or released.

      NOW,  THEREFORE,  for good and valuable consideration,  the
receipt and sufficiency of which are hereby acknowledged  by  the
parties, Assignor and Assignee hereby agree as follows:

      1    Assignor hereby irrevocably and unconditionally sells,
assigns,  conveys,  transfers and sets over  unto  Assignee,  its
heirs,  successors  and  assigns  as  of  the  date  hereof  (the
"EFFECTIVE  DATE"), all of Assignor's right, title  and  interest
in,  to  and  under: (i) the Lease, and (ii) any  and  all  rents
prepaid  as of the Effective Date, held by Assignor in connection
with the Lease (the "RENT"), and (iii) the Guaranty.

     2.   Assignee hereby assumes and shall be liable for any and
all   liabilities,  claims,  obligations,  losses  and  expenses,
including  reasonable attorneys' fees arising in connection  with
the  Lease which are actually incurred, and which arise by virtue
of  acts  or  omissions occurring thereunder,  on  or  after  the
Effective  Date.  Assignor  shall  indemnify  and  hold  Assignee
harmless  from  any  and  all liabilities,  claims,  obligations,
losses and expenses, including reasonable attorneys' fees arising
in  connection  with the Lease which are actually  incurred,  and
which  arise by virtue of acts or omissions occurring thereunder,
prior  to the Effective Date.  Assignee shall indemnify and  hold
Assignor   harmless   from  any  and  all  liabilities,   claims,
obligations,  loss  and expenses, including reasonable  attorneys
fees,  arising  in connection with the Lease or as  a  result  of
Assignee's   failure  to  fulfill  the  landlord's   duties   and
obligations  accruing under the Lease on or after  the  Effective
Date.   Assignee shall be entitled to receive all income  arising
from the Lease from and after said Effective Date. Assignor shall
be  entitled to receive all income accruing from the Lease  prior
to the Effective Date.

                     3.                          Assignor   shall
direct the tenant and any successor tenant under the Lease to pay
to Assignee the Rent and all other monetary obligations due or to
become  due  under  the  Lease for the period  beginning  on  the
Effective Date.

     4.   This Assignment shall be governed by and construed in
accordance with the laws of the state in which the Property is
located.

     5.   All rights and obligations of Assignee and Assignor
hereunder shall be binding upon and inure to the benefit of
Assignor, Assignee and the heirs, successors and assigns of each
such party.

      6.    This  Assignment may be executed  in  any  number  of
counterparts, each of which shall be effective only upon delivery
and  thereafter  shall be deemed an original, and  all  of  which
shall  be  taken to be one and the same instrument, for the  same
effect  as  if  all parties hereto had signed the same  signature
page. Any signature page of this Assignment may be detached  from
any  counterpart of this Assignment without impairing  the  legal
effect  of any signatures thereon and may be attached to  another
counterpart of this Agreement identical in form hereto but having
attached to it one or more additional signature pages.

      7.    Whenever the context so requires in this  Assignment,
all  words  used in the singular shall be construed to have  been
used  in  the  plural  (and vice versa),  each  gender  shall  be
construed  to  include any other genders, and the  word  "person"
shall be construed to include a natural person, a corporation,  a
firm,  a partnership, a joint venture, a trust, an estate or  any
other entity.






             [Signatures are on the following page]

     IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment effective as of the day and year first above written.


          ASSIGNOR:      McKNIGHT ROAD DEVELOPMENT, LLC
                         A New York limited liability company

                         By:  Westlake Holding, Inc.,
                         Its:  Sole member, a New York corporation

                         By:  /s/ Joseph P Kane
                                  Joseph P. Kane,  President


          ASSIGNEE:      AEI PRIVATE NET LEASE MILLENNIUM FUND
                         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, President


                         AEI INCOME & GROWTH FUND 24 LLC, a Delaware
                         limited liability corporation

                         By:  AEI Fund Management XXI, Inc.,
                              a Minnesota corporation
                         Its: Managing Member
                         By:  /s/ Robert P Johnson
                                  Robert P. Johnson, President


STATE OF NEW YORK                            )

) ss.
COUNTY OF Onondaga )

            The  forgoing instrument was acknowledged  before  me
this   5th day of November, 2002, by Joseph P. Kane, as President
of   Westlake  Holding,  Inc.,  sole  member  of  McKNIGHT   ROAD
DEVELOPMENT, LLC.

             WITNESS my hand and official seal.   [notary seal]

              My commission expires March 7, 2006

                                    /s/ Stephen G Etoll

Notary Public


[Notarial Seal]

STATE OF MINNESOTA              )

                                ) ss.
CITY/COUNTY OF RAMSEY           )

            The  forgoing instrument was acknowledged  before  me
this   5th  day  of  November, 2002, by  Robert  P.  Johnson,  as
President  of  AEI Fund Management XVIII, Inc, corporate  general
partner  of  AEI   PRIVATE  NET  LEASE  MILLENNIUM  FUND  LIMITED
PARTNERSHIP,                on behalf of said limited partnership.

             WITNESS my hand and official seal.

                                  /s/ Michael B Daugherty

Notary Public

                                                   [Notarial Seal]

STATE OF MINNESOTA              )

                                ) ss.
CITY/COUNTY OF RAMSEY           )

            The  forgoing instrument was acknowledged  before  me
this  5th  day  of  November, 2002,  by  Robert  P.  Johnson,  as
President of AEI Fund Management XXI, Inc, managing member of AEI
Income & Growth Fund 24 LLC.

             WITNESS my hand and official seal.
                                       /s/ Michael B Daugherty

Notary Public


[Notarial Seal]




        EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF LEASE

                    DESCRIPTION OF PROPERTY



All  that  certain  parcel of land situate in the Township of  Ross,  County
of Allegheny  and  Commonwealth of Pennsylvania, being all of Lot No.1  in
Theresa Donnermeyer Plan of record in the Recorder's Office of Allegheny
County in  Plan Book Volume 200, pages 104 and 105.

Being designated as Block 431-B, Lot 17 in the Deed Registry Office of
Allegheny County, Pennsylvania.

01/31/02



                                                    Store No. 419
                                                    7381 McKnight Road
                                               Ross Township, Pennsylvania







                                      LEASE

                                     BETWEEN

                         MCKNIGHT ROAD DEVELOPMENT, LLC

                      a New York limited liability company

                                       AND

                                 STERLING INC.,
                               an Ohio corporation


                             Dated: February 4, 2002










01/31/01


                                      LEASE

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

                                      ARTICLE 1
                             FUNDAMENTAL LEASE PROVISIONS

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

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

          EXHIBIT "A". The description of the Premises.

          EXHIBIT "B".  The site plan showing the location of the Premises and
     the  Building  and  other  improvements to  the  Premises, parking areas,
     driveways  and  common  area,  and  containing  other general information
     relative  to  the  development  of the Premises Site (the  "Site  Plan").
     Landlord  and Tenant acknowledge that three (3) different versions of the
     Site  Plan  are attached hereto and are acceptable to  both Landlord and
     Tenant. Upon determination of which of the attached three versions is the
     final Site Plan, Landlord and Tenant agree to execute an amendment to this
     Lease verifying and confirming the Site Plan to be used for this Lease.

          EXHIBIT   "C".   The   list   of  Tenant's  prototypical  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-1  ". 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 Premises Cost.

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

          EXHIBIT  "G". The existing exclusives for which the Premises may not
     be used.

          EXHIBIT "H".The form of Guaranty of Lease to be executed by Sterling
     Jewelers Inc.

01/31/02




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

Building:           shall  mean  the building containing approximately 5,856
                    square  feet  of  floor  area and all improvements thereto
                    (including Tenant's Work) to be constructed on the Premises
                    and as identified on ~EXHIBIT "B" attached hereto.

Commencement Date:  shall  mean  the  earlier  of thirty (30) days after the
                    Delivery Date or the day that Tenant opens for and conducts
                    business in the Premises.

Construction Period:shall  mean that period commencing on the date of execution
                    of this Lease and ending on October 3, 2002.

Delivery Date:      shall mean the date that Landlord delivers the Premises to
                    Tenant with Landlord's Work fully complete (excepting  the
                    Punchlist Items (as hereinafter defined).

Fixed Monthly Rent: 12%  of  the  Premises  Cost (as detailed on EXHIBIT "E")
                    divided  by  twelve,  subject to proration as provided in
                    Section  2.3,  which for Lease Years 1-5 shall be Twenty-
                    seven   Thousand  Eight  Hundred  Ten and 76/100  Dollars
                    ($27,810.76) per month ($333,729.12 per annum).

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 (other than the payment  of  money):
                    strikes, lockouts, inability to procure materials,  failure
                    of  power, restrictive governmental  laws  or  regulations,
                    riots, insurrection, war, or any other  reason  of a like
                    nature  not  the  fault of the party delayed in performing
                    work  or  doing  any act required under the terms of this
                    Lease.

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

Increase Date:      fifth (5th) anniversary of the Commencement Date, and every
                    five (5) years thereafter, including Renewal Terms.
01/31/02


Increase Percentage:ten percent (10%).

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

Landlord:           McKnight Road Development, LLC
                    c/o Westlake Development, LLC
                    753 James Street, Suite B-i
                    Syracuse, New York 13203
                    Fax:(315) 471-6436

                    With copies to:

                    Shulman Curtm Grundner & Regan, P.C.
                    250 S. Clinton Street, Suite 502
                    Syracuse, New York 13202
                    Attn:    Stephen G. Etoll, Esq.
                    FAX:(315) 424-8205

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

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

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

Permitting Period:  shall mean the period commencing on the date of this Lease
                    and ending on June 2, 2002.
01/31/02





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

Plans and Specifications:shall mean the prototypical plans and  specifications
                    for the construction of the Premises which were previously
                    delivered to and approved by Landlord, a list of  which is
                    set forth on  attached EXHIBIT "C", as  the  same may be
                    modified only by written agreement by and between Landlord
                    and Tenant.

Premises:           that  certain real property more particularly described in
                    Exhibit A" together with all improvements thereon, located
                    at 7381 McKnight Road in Ross Township, Pennsylvania.

Premises Cost:      shall mean the agreed upon cost to perform Landlord's Work,
                    which cost is computed on EXHIBIT "E" attached hereto  and
                    made a part hereof.

Premises Site:      shall mean the land described on EXHIBIT A.

Public Entity:      shall mean the Federal, State, County, municipal  or other
                    governmental  unit however  denominated,  and  any agency,
                    division, department or public official  thereof,  now  or
                    hereafter having jurisdiction, in any  respect,  over  the
                    Premises.

Punchlist Items:    shall mean such minor, incomplete items of Landlord's Work
                    which do not  materially  deviate  from  the  Plans   and
                    Specifications  or materially  interfere  with Tenant's
                    ability to open or operate the Premises.

Option to Purchase
Agreement:          shall  mean  that  certain  agreement  between  Retail
                    Development Network, Inc. and Landlord entered into on or
                    about  October 1, 2001 whereby Landlord has the right to
                    exercise an option to purchase the Premises.

Renewal Terms:      four (4) additional terms of five (5) year(s) each.

01/31/02


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 only by written agreement
                    by and between Landlord and Tenant.

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

                    With copies to:

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

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

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



ARTICLE 2
TERM AND RENT

     2.1  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 bygiving
Landlord written notice of its election to extend the term of this Leasefor the
succeeding Renewal Term not less than one hundred eighty (180) days priorto the
expiration of the Initial Term or the then-running Renewal Term, as thecase may
be.  Excepting the amount of the Fixed Monthly Rent, as adjusted, the terms and
conditions of this Lease shall apply during each Renewal Term. The InitialTerm,
as  it  may  be  extended  by one or more Renewal Terms,  shall  be hereinafter
referred to as the "LEASE TERM."

     2.2 Intentionally Omitted.





 01/31/02



     2.3  FIXED MONTHLY RENT. For the use and occupancy of the Premises, Tenant
shall  pay  Landlord  the  Fixed Monthly Rent, in  advance,  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  payable under this
Lease  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 based on Landlord's review of  the  prototypical Plans  and
Specifications.  Within thirty (30) days after receipt of the  final Plans and
Specifications  from  Tenant, Landlord shall notify Tenant  in  writing of any
differences  between  the prototypical Plans and Specifications  and the final
Plans and Specifications which increase the Premises Cost set forth onattached
EXHIBIT "E", together with at least three (3) bids which support such increase.
Within fifteen (15) days after receipt of such notice from  Landlord, Tenant
shall  have  the  right to object to Landlord's proposed increase by providing
written  notice  to  Landlord,  including a bid to support Tenant's objection.
Landlord  and Tenant shall thereafter cooperate with each other to resolve such
dispute  including obtaining an independent bid to resolve such discrepancy if
necessary. Upon final resolution of the PremisesCost, but in any event prior to
Landlord's commencement of Landlord's Work,Landlord and Tenant shall enter into
a  Supplemental Lease Agreement prepared by Tenant which modifies and replaces
the  Premises  Cost  set  forth  on EXHIBIT  "E".  In  the  event there is no
modification  of  the Premises Cost, or upon execution of a Supplemental Lease
Agreement  modifying  the  Premises Cost, Landlord and Tenant agree that  the
Premises  Cost  shall  be  deemed to be final and not  subject  to any further
adjustment,  and  that  Tenant  shall not be responsible for any other costs
associated  with  Landlord's  Work except for change orders  which  have been
initiated, requested and approved by Tenant.

     2.4  ADDITIONAL RENT. In addition to the Fixed Monthly Rent, as increased,
Tenant  shall  pay to the parties respectively entitled thereto all Additional
Rent,  including, but not limited to, insurance premiums, Taxes (as defined in
Article  4),  and any other charges, costs and expenses which arise or may be
contemplated  under  any  provision  of  this  Lease  during  the Lease  Term
(collectively,  the  "ADDITIONAL  RENT").  Tenant  shall  furnish to Landlord,
promptly after payment of any Taxes or insurance premiums, and, with respect to
any other Additional Rent, promptly upon request of Landlord, official receipts
or other satisfactory proof evidencing payment of such Additional Rent.

     2.5  INTEREST  AND LATE CHARGE. If during the Lease Term, Tenant fails to
pay  the  full amount of any Fixed Monthly Rent or Additional Rent within seven
(7) days after receipt of





                                        6
 01/31/02


writtennotice from Landlord that the same is due and payable, then Tenant shall
pay to Landlord (a) interest at the monthly rate of one percent (1%) per  month
on the unpaid amount from and after the date on which any such sum shall be due
and payable ("Interest"); and (b) a late charge of fifty dollars  ($50.00)  to
cover  the extra expense involved in handling such delinquency ("Late Charge").
In the event Landlord has issued one (1) such notice to Tenant withinany Lease
Year, Interest and a Late Charge shall automatically accrue on anyFixed Monthly
Rent or  Additional Rent which Tenant fails to pay when due during such Lease
Year without Landlord being required to issue any further notices during such
Lease Year.Any payment to be made by Tenant under this Lease shall be deemed to
have been paid upon the date that it is received by Landlord. The provision for
Interest  and  a  Late Charge as set forth herein shall not be deemed to grant
Tenant any grace period or extension of time or prevent Landlord fromexercising
any of its other rights under this Lease.

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



                                    ARTICLE 3
                               USE OF THE PREMISES

     3.1 USE  OF  THE PREMISES. Tenant shall use the Premises for the Proposed
Use or any other lawful purpose as long as such use does not diminish the value
of the Premises or violate any existing exclusive uses then  in  effect  with
respect to the Premises including, but not limited to, the existing exclusive
uses  set forth on attached EXHIBIT "G"; provided, however, that Landlord shall
not grant or consent to any additional exclusive uses other than as setforth on
EXHIBIT "G" without Tenant's prior written consent  which  Tenant  shall not
unreasonably withhold.

     3.2 COMPLIANCE WITH LAW.

     3.2.1    As of the Delivery Date, Tenant shall, at Tenant's sole expense,
comply in all respects with all applicable laws, ordinances, orders,rules, or
regulations of any governmental authorities and with any directive of anypublic
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.

     3.2.2     Tenant  shall not use or permit the Premises to be used in any
manner which will result in waste, reasonable wear and tear(subject to Tenant's
obligations under Section 6.1) and casualty excepted, or the creation  of a
nuisance,  and  Tenant  shall maintain the Premises free of any objectionable
noises, odors, or disturbances.
01/31/02


     3.3  TENANT'S  ENVIRONMENTAL COMPLIANCE. Excepting  acts or omissions of
Landlord orits employees, contractors or agents, for which Tenant shall have no
liabilities, Tenant acknowledges and agrees to the following:

     3.3.1     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.

     3.3.2     Tenant  shall  not use the Premises for the purpose of storing
Hazardous  Materials  (as  defined below) except in full compliance with the
Environmental Laws and other applicable law, and shall not cause the release of
any Hazardous Materials.

     3.3.3    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.

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

     3.3.5    At its sole cost and expense, Tenant shall (i) immediately pay,
when due, the cost of compliance with the Environmental Laws within thePremises
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 industrystandards.
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.


   3.3.6     Without limiting any other agreement of indemnity by Tenant of
Landlord,  Tenant  hereby agrees to indemnify, save and hold Landlord harmless
from  and against any and all claims, losses, liabilities, damages, penalties,
fines and expenses of whatever kind or nature (including, without limitation,
reasonableattorneys' fees and disbursements) arising from, out of or by reason
of anyviolation of Tenant's covenants and obligations contained in this Section
by Tenant, or out of any violation of the Environmental Laws by  Tenant, its
owners,  employees, agents, or contractors, which indemnity  obligation shall
survive the expiration or termination of this Lease.

     3.3.7     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
obligatedto (i) elect that such failure constitutes a default under this Lease;
and/or (ii) take any and all actions, at Tenant's sole cost


 01/31/02

and expense,  that  Landlord  deems necessary or desirable  to  cure  any  such
noncompliance. Tenant shall reimburse Landlord as Additional Rent for any costs
incurredby Landlord in exercising its options under this subsection within five
(5) days after receipt of a bill therefor.

     3.3.8     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 one (1)year
or  more, then from and after such one (1) year period of interference,  a fair
and  just  proportion of the rents and other charges payable  hereunder, taking
into  account  the  nature of the interference to Tenant's Occupancy, shall  be
abated  until  Tenant's  Occupancy  is no  longer  so  interfered.  If Tenant's
Occupancy shall be so materially interfered with for a period of one (1) yearor
more  in the last three (3) years of the Lease Term or any Renewal Term, Tenant
shall  have  the  right  to  terminate this Lease by giving  written notice  to
Landlord  of  its  election to do so, whereupon this Lease  shall automatically
terminate  and  end  effective as of the date of such notice and neither  party
shall  have  any  further obligations hereunder. 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 from the
party responsible for such Hazardous Materials.

     3.3.9     The  provisions of this Section shall survive the  expiration or
termination of the Lease Tenn.

     3.4  LANDLORD'S  ENVIRONMENTAL COMPLIANCE. Excepting acts or  omissions of
Tenant  or  its  employees, invitees, contractors or agents, for which Landlord
shall have no liabilities, Landlord acknowledges the following:

     3.4.1     Landlord shall not cause or permit any Hazardous Materials to be
sold,   used,  stored,  brought  upon,  released,  discharged  or  disposed of
(collectively a "Use") in, on, under or about the Premises without in each case
obtaining all necessary permits required in connection therewith, and complying
with  all  permit requirements and Environmental Laws, and otherwise taking all
appropriate steps and making adequate arrangements to assure that such Use isin
the   ordinary  course  of  business  and  will  be  performed  safely, without
contamination  of  the Premises or any portion thereof and fully  in compliance
with all applicable laws.

     3.4.2     Without limiting any other agreement of indemnity by Landlord of
Tenant, Landlord hereby agrees to indemnify, save and hold Tenant harmless from
and  against any and all claims, losses, liabilities, damages, penalties, fines
and  expenses  of  whatever  kind  or  nature  (including,  without limitation,
reasonable attorneys' fees and disbursements) arising from, out of or by reason
of  any  violation  of Landlord's covenants and obligations  contained in  this
Section  by  Landlord, any violation of the Environmental Laws by Landlord, its
owners, employees, agents, or contractors, any pre-existing Hazardous Materials,
or the release or discharge of Hazardous Materials on the Premises if caused by
Landlord,  its contractors, agents, employees, or any other person acting under
Landlord,  which  indemnity obligation shall survive the expiration  or earlier
termination of this Lease.
01/31/02



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

     3.5  ~DEFINITIONS.   Capitalized terms used  in  this  Article  3  and not
otherwise defined herein shall have the following meanings.

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

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

          "PERMITTED  HAZARDOUS  MATERIAL" means any Hazardous  Materials which
     are necessary and commercially reasonable for the provision of any good or
     service  related  to  the Permitted Uses and which  are  used,  stored and
     disposed of in compliance with all Environmental Laws.



                                    ARTICLE 4
                               TAXES AND UTILITIES

     4.1  PAYMENT OF TAXES. Tenant shall pay, as Additional Rent, the Taxes(as
defined  in the following Section) applicable to the Premises during the Lease
Term.  Landlord shall provide Tenant with copies of any tax bills applicable to
the  Premises promptly after receipt of such bills. All such payments  shall be
made  at  least  ten (10) days prior to the delinquency date  of  such payment.
Tenant  shall  promptly furnish Landlord with satisfactory  evidence that such
Taxes have been paid.If any such Taxes paid by Tenant shall cover any period of
time  prior  to,  or after the expiration of, the Lease  Term,  Landlord  shall
reimburse  Tenant to the extent required. If Tenant shall fail to pay  any such
Taxes,  Landlord shall have the right (but not the obligation) to pay the same,
in  which  case Tenant shall repay such amount plus any penalties and interest
resulting  therefrom to Landlord within five (5) days after receipt of  a  bill
therefor.
 01/31/02



     4.2 DEFINITION OF "TAXES". As used herein, the term "Taxes" shall include:

     4.2.1     any  form  of real estate tax or assessment, ad  valorem tax or
gross receipts tax imposed by any authority having the direct or indirect power
to  tax,  including,  but not limited to, any town, county,  state, or federal
government,  or  any  school,  agricultural, sanitary,  fire,  lighting, sewer,
street,  drainage, or other improvement district thereof, on,  against or with
respect to the Premises, this Lease, any legalor 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 anynature
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,or reimburse 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  if  such contest would threaten Landlord's interest in the  Premises and
unless Tenant shall (1) 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
01/31/02

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).

     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 appropriate 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. Beginning on the Delivery Date, 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.  If  any  utility  service is
interrupted  for  a  period  in excess of seventy-two  (72)  hours  due  to the
negligence  or  intentional misconduct of Landlord, its agents,  contractors or
employees, Rent shall abate until such time as such utility service resumes.
01/31/02




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

Property  Damage     full  replacement value  of  the    "all  risk", including
sprinkler
                   Building and all improvements   damage and flood insurance
                   Located on the Premises

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

Worker's Compensation                        as required by law


     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 todo business in the jurisdiction where the Premises are situated and
which  have  an  "A" or higher claims paying rating as ascribed  by  Standard &
Poor's rating  service.  All such policies shall be  issued  in  the  names of
Landlord and Tenant, and,if requested by Landlord, any mortgagee or beneficiary
of  Landlord,  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.  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
01/31/02

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.

     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  $5,000,000,  (ii) name
Landlord and any mortgagee or beneficiary of Landlord as additional insureds as
their  interests  may appear, (iii) provide that the coverage afforded Landlord
willnot be reduced or diminished by reason of the use of such blanket policies;
and  (iv) otherwise comply with the provisions of this Article V. Tenant agrees
to permit Landlord at all reasonable times to inspect any policies of insurance
of Tenant which Tenant has not delivered to Landlord.

     5.3  SUBROGATION-WAIVER.  Landlord (for  itself  and  its  insurer) hereby
waives  any rights, including rights of subrogation, and Tenant (for itself and
its insurer) hereby waives any rights, including rights of subrogation,each may
have  against the other on account of any loss or damage occasioned to Landlord
or Tenant,as the case may be, to their respective property, the Premises or its
contents  that  are  caused by or result from risks insured  against  under any
insurance policies carried by the parties hereto and in force atthe time of any
such  damage.  The foregoing waivers of subrogation shall be operative  only so
long as available inthe 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 pay the same in which case Tenant shall repay such  amount plus
any  penalties  or  additional  amounts  resulting  therefrom  to  Landlord  as
Additional Rent within five (5) days after receipt of a bill therefor.

     5.5 INDEMNIFICATION.

     5.5.1     Subject to Subsection 5.5.2 below and without limiting any other
agreement  of  indemnity by Tenant of Landlord set forth in this  Lease, 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  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);
01/31/02


     6.2  LANDLORD'S  OBLIGATIONS. Excepting Landlord's duties  and obligations
under Article 15 hereof, Landlord shall have no obligation whatsoever to repair
and  maintain  the Premises or the Building, nor any improvements  or equipment
thereon, whether interior or exterior, structural or nonstructural, ordinary or
extraordinary.  Except  as otherwise provided in this  Lease,  Tenant expressly
waives the benefit of any statute or law now or hereafter in effect which would
otherwise afford Tenant the right to terminate this Lease because of Landlord's
failure  to  keep  the  Premises or the Building 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 all
warranties  specified  in  the  Plans  and  Specifications  (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  the Building, 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 to Landlord as Additional Rent
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.


                                    ARTICLE 7
                                   ALTERATIONS

     7.1  CONSENT  TO  ALTERATIONS. Tenant may make any interior non-structural
alterations,  replacements, additions, changes and improvements to the Building
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 Building and the Premises, other than  interior non-
structural Alterations,as it may find necessary or convenient for its purposes,
so  long  as  complete  copies  of all architectural  plans  and specifications
relating  to  any  such Alterations are delivered to Landlord  at the  time  of
Tenant's request for Landlord's consent. Landlord shall respond within ten (10)
days   of  Tenant's  request  for  such  Alterations  and  Landlord  shall  not
unreasonably withhold its consent thereto.
 01/31/02


     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  property  of  Tenant which by its nature is readily  removable  from the
Premises,  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 the foregoing. 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
shall be deemed abandoned.

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

     7.4  GENERAL  CONDITIONS RELATING TO ALTERATIONS. Any Alteration  shall be
subject to the following conditions:

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

     7.4.2     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 andall laws,
and  in  accordance with the orders, rules and regulations of the Board of Fire
Insurance Underwriters and anyother body hereafter exercising similar functions
having or asserting jurisdiction over the Premises.

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

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

     7.5  LIENS.  In connection with Alterations or otherwise, Tenant  shall do
all  things  reasonably  necessary  to  prevent  the  filing  of  any  liens or
encumbrances against the Premises, or any part thereof, or upon any interest of
Landlord or any mortgagee or beneficiary under a deed of trust or any ground or
underlying lessor in any portion of the Premises, by reason of labor,
01/31/02

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 thirty (30) days after the date of filing of same 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, 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 tobe 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, as Additional Rent,
within  five  (5) days after demand for all costs, expenses, and other  sums of
money spent in connection therewith.

     7.6  SIGNS. Tenant shall have the right to install and maintain a  sign or
signs on all fascia of the Premises. In addition,Tenant shall have the right to
install a sign on the rear of the Premises.All such signs shall comply with all
requirements of (i) appropriate governmental authorities; and (ii)agreements or
restrictions  of  record (or disclosed to Tenant before its  execution of  this
Lease)  running with the Premises. All necessary permits, licenses or approvals
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. 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,which approval shall not in any
way  be  construed  as a waiver of Tenant's obligation to obtain  all necessary
permits,  licenses  and approvals required for such signs. Tenant's  failure to
obtain all necessary permits,licenses and approvals for Tenant's signs shall in
no  way  affect  any  of Tenant's obligations hereunder nor  entitle  Tenant to
terminate this Lease.


                                    ARTICLE 8
                   DAMAGE, DESTRUCTION, OBLIGATION TO REBUILD

    8.1  OBLIGATION TO REBUILD. In the event of damage to or destruction of the
Premises,  or  any  portion thereof, by casualty or any other cause whatsoever,
then  Tenant,  and not Landlord, shall be obligated to complete the restoration
and  repair thereof in accordance with the terms of this Section 8.1; provided,
however,that Tenant shall have the right to use the casualty insurance proceeds
for  such  restoration and repair in accordance with the terms set forth herein
and  shall  be obligated to repair the Premises only to their condition  on the
Delivery  Date pursuant to the Plans and Specifications (subject to alterations
thereof  required by changes in any governmental codes). Tenant shall have  the
sole right to negotiate, prosecute and adjust any claim for casualty insurance
01/31/02


proceeds.Any repair or restoration of the Premises shall be commenced by Tenant
within  sixty  (60) days after receipt of casualty insurance  proceeds  and all
necessary approvals for repair and restoration(but in no event greater than two
hundred  seventy  (270)  days following the casualty, not  including  delays in
obtaining  the necessary approvals for repair and restoration which  are beyond
Tenant's control) and Tenant shall make diligent efforts to complete the repair
and  restoration within one hundred eighty (180) days following commencement of
the  restoration.  Within  thirty  (30)  days  after  an  event  of  damage  or
destruction,  Tenant shall deliver to Landlord notice of the anticipated period
of  restoration. Unless this Lease is terminated in accordance with Section 8.2
below,  all  casualty insurance proceeds for the Premises shall be paid into  a
construction  escrow  account to ensure that the Premises will  be  restored as
required  herein  to  be held by a title company selected jointly  by Landlord,
Landlord's lender and Tenant. The construction escrow account shall be released
to  Tenant  to  restore or rebuild the Premises pursuant  to  the  terms of  an
agreement to be agreed to by Landlord, Landlord's lender and Tenant, all acting
reasonably,  allowing  for  draws by Tenant on  at  least  a  monthly  basis as
construction  proceeds and requiring the customary presentation  of architects'
certifications,  title  policy updates and lien  waivers  or  releases for  the
disbursement  of  money  from such construction escrow  account.  Upon Tenant's
completion of any repair or restoration as required herein and certification by
Tenant's  architect  that  such  repair and restoration  has  been completed in
accordance  with  the  plans and specifications for such  restoration, Tenant's
obligation  to  repair or restore following the casualty shall be satisfied and
thereafter Tenant shall have nofurther obligation or liability to Landlord with
respect  to  the  condition  of the Premises and  the  Building  other  than as
specifically set forth in this Lease.

     8.2  TERMINATION RIGHTS IN THE EVENT OF CASUALTY. In the event 50% or more
of the Premises is destroyed during the last two (2) years of the Lease Term or
of  any  Renewal Term, Tenant shall have the right to terminate this Lease upon
thirty  (30)  days advance written notice to Landlord and, in such event, Fixed
Monthly  Rent, Additional Rent and any other charges under this Lease  shall be
abated as of the date of such termination. If this Lease is so terminated, then
all  insurance  proceeds  attributable  to  the  casualty  to  the  Building or
improvements on the Premises(excluding insurance proceeds, if any, attributable
to  Tenant's Trade Fixtures, which shall be and remain the property of  Tenant)
shall be paid to Landlord and/or Landlord's lender.


                                    ARTICLE 9
                                 EMINENT DOMAIN

     9.1  TAKING.  If the whole of the Premises or the sole direct access  from
the  Premises to any adjacent street or highway shall be taken by any public or
quasi-public  authority under the power of eminent domain or condemnation, then
this Lease shall terminate onthe date of taking of possession by the condemning
authority or the date title vests in the condemning authority.

     In the event that (i) Twenty Five (25%) percent or more of the Building or
the  parking  serving the Building shall be taken or conveyed by  the  power of
eminent domain or





                                       19
 01/31/02

condemnation  or  (ii) as a result of any taking, regardless of  the  amount so
taken,the remainder of the Premises is rendered unsuitable in Tenant's opinion,
reasonably  exercised,  for the continued operation of Tenant's  business, then
Tenant  shall have the right to terminate this Lease by written notice given to
Landlord  within thirty (30) days after receipt of written notice from Landlord
advising Tenant that a portion of the Premises has been so taken.

     If  any part of the Premises is so taken or conveyed, and the Lease is not
terminated as set forth above,then: (i) this Lease shall continue in full force
and  effect,  except that the Fixed Monthly Rent shall be reduced  in  the same
proportion  that the portion of the Premises so taken or conveyed bears  to the
area of the Premises leased to Tenant, such reduction commencing as of the date
that  Tenant  is  required to surrender possession of the part of  the Premises
taken  or  conveyed;  and  (ii) Landlord shall make  all  necessary  repairs or
alterations  to restore that portion of the Premises remaining as  near  to its
former condition as the circumstances will permit and to constitute the portion
of the Building not taken as a complete architectural unit.

     9.2  RIGHTS ON TERMINATION. Upon any termination of this Lease as a result
of eminent domain or condemnation as provided herein,(1) all Fixed Monthly Rent
and Additional Rent and charges ofall type shall be adjusted and prorated as of
the  date of such termination; and (ii) all other rights and obligations of the
parties  hereunder  shall be terminated as of said date except  for unsatisfied
obligations which accrued prior to the date of termination and the distribution
of  any award or compensation for such taking and as provided otherwise in this
Lease;  provided  that Tenant shall be allowed a reasonable period  of  time to
remove its property from the Premises.

     9.3  WAIVER  OF RIGHT TO COMPENSATION. In the event of a taking  under the
power  of  eminent  domain  of  the Premises,  whether  whole  or  partial, all
compensation  awarded  for  such taking of the  fee  and  leasehold  estate, or
consideration  paid  for  a conveyance in lieu of condemnation,  as  damages or
otherwise,  shall belong to and be the property of Landlord, except that Tenant
shall be entitled to recover from the condemning authority, such amounts as may
be  separately  awarded  to  Tenant for the value of  Tenant's  Trade Fixtures,
removal  expenses,  business  dislocation  damages  and  search  and relocation
expenses  ("Tenant's Costs"). In the event no such separate award  is made  for
Tenant's  Costs, Tenant shall be entitled to receive from Landlord that portion
of  Landlord's award specifically made for Tenant's Costs so long  as the  same
does not diminish the award to which Landlord is otherwise entitled to receive.


                                   ARTICLE 10
                            ASSIGNMENT AND SUBLETTING

     10.1RIGHT OF ASSIGNMENT AND SUBLETTING.

     10.1.1    Tenant shall have the free right to assign this Lease  or sublet
the  entire  Premises provided that in any such case Tenant shall remain liable
under  this  Lease  and  further  provided  that  the  proposed  assignee's or
sublessee's intended use does not violate any protected,exclusive or restricted
uses then in effect with respect to the Premises or otherwise violate any other
term, covenant or condition contained in this Lease.
01/31/02



     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.

     10.2NO RELEASE OF TENANT.

     10.2.1    No  assignment  shall release Tenant of  Tenant's  obligation or
alter  the primary liability of Tenant to pay the rent and to perform all other
obligations  to  be  performed by Tenant hereunder. The acceptance  of  rent by
Landlord from any other person shall not be deemed tobe 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 by using commercially reasonable efforts
to relet the Premises, proceed directly against Tenant without the necessity of
exhausting remedies against such assignee.

                                   ARTICLE 11
                                DEFAULT; REMEDIES

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

     11.1.1    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.

     11.1.2   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 thirty (30)day period  and thereafter
diligently prosecutes such cure to completion.

     11.1.3    Institution  by or against Tenant of any bankruptcy, insolvency,
reorganization,receivership or other similar proceeding involving the creditors
of Tenant,which is not dismissed within ninety (90) days after the commencement
thereof.

     11.1.4    The  issuance  or  filing  of  any  judgment,  attachment, levy,
garnishment orthe 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.

     11.1.5    Dissolution,  termination of existence,  or  assignment  for the
benefit of creditors of or by Tenant.
01/31/02

     11.2REMDEDIES. 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  and re-
enter  the  Premises by any lawful means, in which case 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
including  those  damages  set forth in Subsection 11.2.2.  Landlord  shall use
reasonable  efforts  to  mitigate its damages by making commercially reasonable
efforts to relet the Premises upon commercially reasonable terms.

     11.2.2    If  Tenant  defaults  under this Lease  and  Landlord  elects to
terminate Tenant's right to possession as provided in Subsection 11.2.1, Tenant
shall be liable toand shall continue to pay Landlord Fixed Monthly Rent and all
Additional  Rent  as  it  becomes due until such time  as  Landlord  relets the
Premises, so long as Landlord makes commercially reasonable efforts to mitigate
its damage and relet the Premises as provided in Subsection 11.2.1. Further, on
the  date  Landlord  relets the Premises, Tenant shall,  at  Landlord's option,
either  (a) pay Landlord, as it becomes due until the expiration of the Term or
the then running Renewal Term, the difference between the rental amount and the
amounts  to  be paid for taxes, insurance premiums and other costs and expenses
obtained  by  Landlord upon such reletting of the Premises (which rental amount
shall  be  upon  commercially reasonable terms) and the Fixed Monthly  Rent and
Additional  Rent due from Tenant, with the excess amount, if any, being applied
to any future amounts owed by Tenant; or (b) pay Landlord the present value, if
any, of the difference between the rental amount and the amounts to be paid for
taxes,insurance premiums and other costs and expenses obtained by Landlord upon
such  reletting of the Premises (which rental amount shall be upon commercially
reasonable  terms)  and  the Fixed Monthly Rent and  Additional  Rent due  from
Tenant,  in which event Tenant shall have no further liability under the Lease.
Present  value  shall be calculated based on a five percent  (5%)  discount per
annum.

     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 reletting.

     11.3CUMULATIVE  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.
 01/31/02

                                   ARTICLE 12

                   REPRESENTATIONS AND WARRANTIES OF LANDLORD

     Landlord represents, warrants and covenants as follows:

               (1)  As of the Commencement Date, Landlord will be the fee owner
   of  the Premises and has the legal right and power to lease the Premises to
     Tenant for Tenant's operation of the Premises for the Proposed Use or such
     other   uses  consistent  with  C-1  Zoning  District  in  Ross  Township,
     Pennsylvania; and

               (ii)As  of  the date of execution of this Lease, Landlord hereby
     acknowledges  receipt  of  the Plans and Specifications,  approves  of the
     Plans  and  Specifications,  and  agrees  to  construct  the  Building and
     improvements  for  the  Premises in accordance with  the  final  plans and
     specifications  which are based on the Plans and Specifications  and which
     are agreed to by Landlord and Tenant; and

               (iii) As of the date of execution of this Lease, the Premises is
     zoned to permit the use of the Premises for those principal uses which are
     permitted  in  the  C-i  Zoning  District in  Ross  Township, Pennsylvania
     including,  without  limitation,  the  Proposed  Use,  and  there  are  no
     restrictions applicable to, upon or within the Premises which  would limit
     or prevent Tenant's use of the Premises for the Proposed Use; and

               (iv)  There  shall  be  no  change to the  Site  Plan; provided,
     however,  that Landlord may make minor, site-specific modifications, which
     are  necessary for the development of the Premises and which do not in any
     way  affect the construction of the Building in accordance with  the terms
     of  this  Lease, upon obtaining the prior written consent of  Tenant which
     consent shall not be unreasonably withheld; and

               (v)  There  shall  be  no change to the Plans and Specifications
     without  the  prior  written consent of Tenant which  may  be withheld  in
     Tenant's sole discretion.

The   foregoing   representations,  warranties  and  agreements  are   material
considerations and inducements to Tenant in executing this Lease, the breach of
which  will  cause irreparable and severe harm to Tenant. Without  limiting any
other  right or remedy of Tenant under this Lease or available to Tenant at law
or equity by reason ofthe breach of the representations, warranties, guaranties
and  agreements herein set forth, Tenant shall have the right to terminate this
Lease  at any time during the period of such breach by providing written notice
to Landlord. If Landlord fails to cure such breach within thirty (30)days after
receipt  of  such  written  notice from Tenant, this Lease  shall automatically
terminate.  Notwithstanding  the foregoing, once the  conditions set  forth  in
Section  15.5  are  complete  such that Landlord  has  no  further construction
obligations under the Lease, Tenant shall have no right to terminate this Lease
in connection with Subsection (iv) and (v) of this Article 12.
 01/31/02



                                   ARTICLE 13
                              CONDITIONS PRECEDENT

     13.1PERMITS.  Tenant  has  entered into  this  Lease  subject  to Landlord
obtaining  the necessary governmental or quasi-governmental permits, variances,
licenses, permissions or other authorizations (collectively "Permits") from the
applicable  Public Authorities necessary for the construction and  operation of
the  Premises  and  the Building, excluding Tenant's signs and all improvements
thereto,  built in accordance with the Plans and Specifications.  In the  event
Landlord  is unable to obtain the Permits required to construct and operate the
Premises,the Building and all improvements thereto by the end of the Permitting
Period,  Tenant  shall have the right to terminate this Lease upon  thirty (30)
days  prior written notice to Landlord (which termination shall be nullified if
Landlord obtains any outstanding Permits within such thirty (30)day period) and
declare  it  null and void and of no further force and effect,  in  which event
Landlord and Tenant shall have no further liability hereunder.

     13.2DUE  DILIGENCE MATERIALS. Landlord has provided Tenant with  copies of
the  following  tests,  surveys and reports applicable  to  the  Premises which
Landlord  has  obtained: (a) the most recent title commitment for  the Premises
dated  October  3,  2001 with copies of the exception documents;  (b) the  ALTA
Survey  Map  for the Premises dated October 24, 2001; (c) Phase I Environmental
Report; and (d) Geotechnical Report (the "Due Diligence Materials"). As of  the
date  of  this  Lease,  Tenant  has reviewed the Due  Diligence  Materials, has
approved  of  the Due Diligence Materials and shall have no right  to terminate
this  Lease  in connection with anything contained therein. Notwithstanding the
foregoing,Landlord represents and warrants that prior to obtaining title to the
Premises,  it shall cause to be removed of record the current mortgage  held by
WAK  Business  Trust  dated October 29, 1996 recorded in  Mortgage  Book Volume
16155,page 1 and the Memorandum of Lease and Option Agreement dated October 29,
1996 recorded in Deed Book Volume 9814, page 403.

     13.3ENVIRONMENTAL  COMPLIANCE. The Lease is also contingent  upon Landlord
delivering  the  Premises to Tenant on the Delivery Date free of  all Hazardous
Materials (as previously defined) and in compliance with all Environmental Laws
(as previously defined).

     13.4NON-DISTURBANCE  AND  ATTORNMENT  AGREEMENT.  This  Lease  is  further
contingent upon Landlord obtaining a non-disturbance and attornment agreementin
favor  of Tenant, in a form reasonably acceptable to Tenant, in accordance with
Section  16.3.  In the event Landlord is unable to obtain such an  agreement in
favor  of  Tenant within thirty (30) days after the Delivery Date, Tenant shall
have  the  right to terminate the Lease and declare it null and void and  of no
further  force  and  effect, in which event Landlord and Tenant  shall  have no
further liability hereunder.

     13.5LANDLORD  OBTAINING  FEE  TITLE TO THE PREMISES.  This  Lease  is also
contingent  upon  Landlord obtaining fee title to the Premises pursuant  to the
Option  to  Purchase  Agreement. In the event Landlord fails  to  close  on the
acquisition of the Premises by way of the Option to
Purchase  Agreement  and obtain title to the Premises by June  4,  2002, Tenant
shall have the right to terminate the Lease upon thirty (30) days prior written
notice to Landlord(which termination shall be nullified if Landlord obtains fee
title  to the Premises within such thirty (30) day period) and declare  it null
and void and of no further force and effect.

     13.6CROSS-ACCESS  AND  PARKING AGREEMENT. This  Lease  is  contingent upon
Landlord  obtaining  and filing of record a cross-access and  parking agreement
with either the owner of the shopping plaza located adjacent to and to the west
of  the  Premises or the owner of the Denny's parcel located adjacent to and to
the  south  of  the  Premises (the "Neighboring Owner"), in  a  form reasonably
acceptable  to  Tenant,  whereby Tenant, together with  its  agents, employees,
customers,  and  invitees, has (a) the right to vehicular and pedestrian access
over  and  across  the  parking,  drive aisles and  other  paved  areas of  the
Neighboring Owner's parcel for ingress to and egress from the Premises and  all
public  streets  and highways; and (b) the right to park in all  parking spaces
located on the Neighboring Owner's parcel (specifically excluding any right for
Tenant's  employees  to  so  park) (the  "Easement  Agreement").  The  Easement
Agreement  shall  provide reciprocal rights to the Neighboring  Owner, together
with its agents, employees, customers and invitees,for vehicular and pedestrian
access  over  the  parking, drive aisles and other paved areas of  the Premises
together  with  rights  to park on the parking spaces located  on  the Premises
(specifically  excluding  any right of employees to so park).  Landlord further
agrees  to  obtain an appropriate endorsement or other affirmative insurance in
the  title  policy  for  the  Premises insuring the rights  under  the Easement
Agreement. Inthe event Landlord fails to obtain and file of record the Easement
Agreement,  and  obtain  the necessary title endorsement  or  other affirmative
insurance  set forth herein, prior to June 4, 2002, Tenant shall have the right
to  terminate the Lease upon thirty (30) days prior written notice  to Landlord
(which  termination shall be nullified if Landlord files the Easement Agreement
of  record  or  obtains the appropriate title endorsement or  other affirmative
insurance within such thirty (30) day period) and declare it null and void  and
of no further force and effect,in which event Landlord and Tenant shall have no
further liability hereunder. Any amounts required to be paid under the Easement
Agreement shall be paid by Landlord at its sole cost and expense (the "Easement
Costs").  Tenant's share of the Easement Costs shall be fifty percent  (50%) of
the Easement Costs up to, but not to exceed, Thirty Thousand and no/l00 Dollars
($30,000.00),  which  amount shall be added to the Premises  Cost  and  paid by
Tenant through Fixed Monthly Rent throughout the Term of the Lease.Landlord and
Tenant acknowledge that the Premises Cost attached hereto as Exhibit E includes
the $30,000.00 maximum amount of Tenant's share of the Easement Costs. Landlord
agrees  to  provide  Tenant  with  copies  of  all  notices  received  from the
Neighboring Owner in connection with the Easement Agreement, including  but not
limited  to any notices relating to the failure of Landlord to pay the Easement
Costs. In the event Landlord fails to pay the Easement Costs in accordance with
the  terms of the Easement Agreement, Tenant shall have the right, but  not the
obligation,  to  pay the Easement Costs for and on behalf of  Landlord.  In the
event Tenant pays any Easement Costs for and on behalf of Landlord,Tenant shall
have  the  right,  at Tenant's option, to recover such costs  from Landlord  by
either (a) requesting reimbursement of such costs directly from Landlord;or (b)
setting-off  and  deducting such costs from Fixed Monthly Rent until Tenant  is
reimbursed in full.

    13.7TENANT  REIMBURSEMENT. If Tenant terminates the Lease due to Landlord's
failure
 01/31/02


to comply with Sections 13.5 and 13.6 of this Lease, Landlord shall be required
to reimburse Tenant within thirty (30) days after Tenant's termination of the
Lease for all of the actual costs and expenses paid by Tenant for architectural
drawings.

                                   ARTICLE 14
                             [Intentionally Omitted]

                                   ARTICLE 15
                                  CONSTRUCTION

     15.1PERMITS. Landlord shall use its diligent efforts to obtain the Permits
(as previously defined)on or before the expiration of the Permitting Period. In
the  event  Landlord fails to obtain the Permits by the end  of  the Permitting
Period, Tenant shall have the right to terminate this Lease and declare it null
and  void and of no further force and effect as provided in Section 13.1.  Once
Landlord  has secured all necessary Permits, Landlord shall provide Tenant with
written notice (the "Permit Approval Notice").

     15.2LANDLORD'S  WORK.  Landlord shall demolish the existing  structures on
the Premises and construct the Building and related improvements onthe Premises
at  no  cost to Tenant (except for change orders which are initiated, requested
and  approved  by  Tenant  which  shall be at Tenant's  cost),  in  a good  and
workmanlike manner, in accordance with the Plans and Specifications (a list  of
which  is  attached  hereto  as  EXHIBIT  "C"),  and  in  accordance  with  the
environmental, health and safety codes of the governmental units  in  which the
Premises  are situated ("Landlord's Work"). Landlord's Work shall be completed,
excepting  Punchlist Items, and possession of the completed  Premises shall  be
delivered   to  Tenant  for  the  commencement  of  Tenant's  Work  within  the
Construction Period, subject to Force Majeure. Landlord and Tenant hereby agree
that  the  Construction Period is based on Tenant's delivery of the final Plans
and  Specifications to Landlord by April 1, 2002. In the event Tenant  fails to
deliver  the  final Plans and Specifications by April 1, 2002, the Construction
Period  and  the November 7, 2002 date set forth in Section 15.6 shall each  be
extended  one  day  for each day after April 1, 2002 until Tenant  delivers the
final Plans and Specifications to Landlord; provided, however,that such failure
to deliver the final Plans and Specifications shall in no way be deemed to be a
default  by  Tenant under this Lease. Tenant shall have the right to install on
the roof ofthe Premises a satellite dish in accordance with all applicable laws
and provided such satellite dish is properly screened.

     15.3DELIVERY 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. In the event  Landlord and
Tenant  are simultaneously performing work on the Premises, Landlord and Tenant
hereby  agree to cooperate with one another and work in good faith  to complete
such work without unreasonably interfering with one another inthe completion of
such work.

     15.4INSPECTION  AND  PUNCHLIST  WORK.  Notwithstanding  anything  to   the
contrary in this Lease, within five (5) days after Landlord has provided Tenant
with the Delivery Date Notice,
01/31/02

Tenant  and  a representative of Landlord, at a mutually agreeable  time, shall
inspect the Premises (the "Inspection") and shall compile a list of items which
have  not  been completed as required in the Plans and Specifications. If after
the  Inspection, there are any items other than Punchlist Items  which Landlord
has  failed to complete or not properly completed in accordance with  the Plans
and  Specifications,  Landlord's Work shall not be deemed to  be  completed and
Landlord  shall promptly complete such items within the Construction Period. If
after the Inspection, there are only Punchlist Items remaining, Landlord's Work
shall  be  deemed  completed provided Landlord completes  such  Punchlist Items
within twenty-one (21)days after the Delivery Date. Tenant shall have the right
to  supplement the list of Punchlist Items during the first twenty-one (21)days
following  the  Delivery  Date  and Landlord shall  use  reasonable  efforts to
complete  such  supplemental Punchlist Items within twenty-one (21)  days after
Landlord's receipt of a supplemental list of Punchlist Items. If Landlord fails
to  complete the Punchuist Items or the supplemental Punchlist Items within the
time periods set forth above, Tenant may elect to complete such Punchlist Items
for  and  on behalf of Landlord and at Landlord's cost and expense by providing
prior  written  notice to Landlord. If Landlord fails to complete the Punchlist
Items  within five (5) days after the receipt of such notice, Tenant shall have
the  right to complete the Punchlist Items and, at Tenant's option, (a) recover
the  cost of completing such Punchlist Items, including interest at the rate of
twelve percent (12%) per annum from the date of the advance of such costs until
the  date  of  repayment; or (b) set-off and deduct the cost of  completing the
Punchlist  Items, together with interest as aforesaid, from Fixed  Monthly Rent
and Additional Rent. In no event shall Tenant be required to accept delivery of
the  Premises  unless  and  until Landlord has fully completed  Landlord's Work
(excepting Punchlist Items)and all conditions to the occurrence of the Delivery
Date have been satisfied.

     15.5PRE-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 prior to Landlord's completion of
Landlord's Work ("Pre-Completion Acceptance"),without relieving Landlord of any
obligation to fully complete Landlord's Work. If Tenant accepts delivery of the
Premises  prior  to the completion of Landlord's Work, Landlord  shall complete
Landlord's Work,including completing any Punchlist Items as provided in Section
15.4, as soon as possible, and in so doing shall not interfere, and shall cause
its contractors not to interfere, with the fixturing, furnishing, equipping and
stocking of the Premises by Tenant and its contractors. In the event Tenant has
opened  for business in the Premises and Landlord still has not fully completed
Landlord's  Work  (excepting  the  Punchlist Items),  Landlord  shall still  be
obligated to complete Landlord's Work and the Punchlist Items, and Tenant shall
have the right to offset or withhold Rent until such time as Landlord has fully
completed  the  same. Notwithstanding the foregoing, once (i) Tenant  has taken
possession  of  the  Premises; and (ii) Landlord has fully completed Landlord's
Work; and (iii) all Punchlist Items have been completed, and (iv)the Warranties
(as  previously defined) have been assigned to Tenant, Landlord  shall have  no
further construction obligations hereunder.

     15.6FAILURE TO DELIVER. Notwithstanding any provision of this Lease to the
contrary,  if  Landlord has not completed Landlord's Work and the Delivery Date
has  not  occurred by November 7, 2002 (subject to Force Majeure), 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
 01/31/02

giving written notice to Landlord atany time thereafter but before the Delivery
Date  (the  "Notice  of  Cancellation"). If Tenant  provides  timely  Notice of
Cancellation  and  Landlord  does  not  deliver  the  Premises  to  Tenant with
Landlord's Work complete within fifteen (15)days after receipt of the Notice of
Cancellation, this Lease shall terminate and be null and void and of no further
force  and  effect,  Tenant shall be relieved of all obligations  hereunder and
Tenant shall not be liable to Landlord in damages or otherwise.

     15.7LIQUIDATED  DAMAGES.  In  the  event  Landlord  does  not  deliver the
Premises to  Tenant in the condition as herein required within 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  the
effective date of Tenant's Notice of Cancellation(subject to Force Majeure). 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 bein 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

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

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

     16.3SUBORDINATION. This Lease shall be subject and subordinate to the lien
of  any  superior lease, mortgage, deed of trust, or any other hypothecation or
security now existing or hereafter placed upon the Premises, and to any and all
advances  made  on  the  security thereof and to  all  renewals, modifications,
consolidations, replacements, and extensions thereof, and Tenant hereby agrees,
within  thirty (30) days of written request by Landlord, to execute and deliver
to  Landlord  and its lender(s) a subordination, non-disturbance and attornment
agreement in a form reasonably acceptable to Tenant prescribed bysuch lender(s)
with respect to anysuch superior lease, mortgage, deed of trust, hypothecation,
or  security;  provided, however, that no such instrument shall  limit Tenant's
rights  or  expand  Tenant's obligations under this Lease.  Landlord agrees  to
obtain  a  non-disturbance  and attornment agreement  from  the  holder of  any
mortgage  given  with  respect  to the Premises existing  immediately following
Landlord's acquisition of the Premises or at such other times thereafter as may
be reasonably requested by Tenant.
 01/31/02


     16.3.1    It  is  a condition, however, of the subordination provisions of
Section  16.3  above  that Landlord shall procure from  any  such  mortgagee an
agreement in writing,which shall be delivered to Tenant, providing in substance
that  (i)  so long as Tenant shall faithfully discharge the obligations  on its
part  to  be kept and performed under the terms of this Lease, Tenant's tenancy
will  not  be  disturbed nor this Lease affected by any default  or foreclosure
under such mortgage, and that the mortgagee agrees that this Lease shall remain
in  full  force  and  effect even though default in and  foreclosure  under the
mortgage  may occur; and (ii) such mortgagee shall permit insurance proceeds or
condemnation  awards,  as the case may be, to be used for  any  restoration and
repaid  as  required by the provisions of this Lease as set forth in Sections 8
and 9. The word "mortgage" as used herein means (i)any lease of land only or of
land and buildings ina 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 forany purpose until after Tenant has been furnished with evidence,
including  photostat or certified copy of deed or assignment, showing 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 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.

     16.4SURRENDER  OF  PREMISES.  Except for  changes  resulting  from eminent
domain  proceedings, at the expiration or sooner termination of the Lease Term,
Tenant  shall surrender the Premises in the same condition as the Premises were
in  upon  delivery of possession thereto under this Lease, reasonable  wear and
tear  and damage due to casualty 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, 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  not  so  surrender the
Premises,  Tenant  shall indemnify Landlord against loss or liability resulting
from the delay by Tenant in so
01/31/02

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.

     16.4.1    Tenant  shall have the right, no earlier than  thirty  (30) days
before the date Tenant vacates the Premises,to place a sign at the front of the
Premises,in a place visible to Tenant's customers, directing Tenant's customers
to  another  of  Tenant's  stores and/or providing  Tenant's  customers  with a
telephone  number as long as such signage does not violate (i) applicable laws,
ordinances, orders, rules or regulations of any governmental authority; or (ii)
covenants running with the Premises. Tenant shallbe entitled to leave said sign
at  the  front  of the Premises until the earlier to occur of (i)  three months
after  Tenant  vacates  the  Premises, or (ii)  the  date  a  new  tenant takes
possession of the Premises.

     16.5ESTOPPEL CERTIFICATES. Each party (each a "RESPONDING PARTY") shall at
any time upon not less than thirty (30)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 the Requesting  Party and
reasonably  acceptable to the Responding Party 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; and (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.  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.

     16.6SEVERABILITY.  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.

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

     16.8NOTICES.  Any notice required or permitted to be given hereunder shall
be in writing and may be given by facsimile, 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.

     16.9WAIVERS. No waiver by Landlord or Tenant of any provision hereof shall
be deemed a waiver of anyother provision hereof or of any subsequent default by
Landlord or Tenant of the same of any other provision. Landlord's consent to,or
approval of, any act shall
 01/31/02

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, and the party  requesting  same  shall be
responsible  for  all  costs,  fees and taxes incident  to  recording  same. In
addition,any termination agreement shall be similarly recorded, which agreement
shall  survive  the  termination of this Lease.  In  no  event  shall  any such
memorandum be recorded prior to Landlord's acquisition of the Premises.

     16.10.1   At the time that the Commencement Date of the term of this Lease
is  firmly  established, the parties shall promptly enter  into  a Supplemental
Lease  Agreement,  setting forth the actual commencement and expiration of  the
Initial  Term  and any extensions thereof, describing the Premises  and setting
forth the Fixed Monthly Rent and annual Rent to be paid by Tenant hereunder,but
containing  no  further  provisions  of this  Lease,  which  Supplemental Lease
Agreement shall be prepared by Tenant and which may be recorded by either party
with  the  party recording same to be responsible for all costs, fees and taxes
incident  to  recording  same. 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 shallbe a tenancy from month-to-month upon all the provisions of this
Lease pertaining tothe obligations of Tenant and Tenant shall thereby waive its
rights of  notice  to  quit, but Tenant's right as to any  Renewal  Term shall
terminate.The monthly rent due during such hold-over period shall be  equal to
125% of the Fixed Monthly Rent then in effect, and Tenant shall continue to be
obligated to pay all Additional Rent and other amounts required to be  paid by
the  terms of  this  Lease. Notwithstanding the foregoing, in  the  event that
Landlord and Tenant are engaged in active and good faith negotiations for a new
lease atthe expiration or termination of the Lease Term, then the Fixed Monthly
Rent payable by Tenant during Tenant's continuing possession shall  be  at the
rate last  paid by Tenant hereunder, but only for so long as such negotiations
continue. However,  Landlord shall in its sole discretion  have  the right  to
notify Tenant in writing, that Landlord elects to terminate such negotiations
whereupon thirty  (30) days after Tenant's receipt of such notice the  monthly
rent  due thereafter shall be equal to 125% 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.

 01/21/02

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

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

     16.15    LIABILITY OF LANDLORD. In the event of any sale or other transfer
of Landlord's interestin the Premises, Landlord shall automatically 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 partners, members, officers, shareholders, principals
or  employees shall have any personal liability in respect of any of the terms,
covenants, conditions or provisions of this Lease. In the event of a  breach or
default by Landlord of any of its obligations under this Lease, Tenant, and any
persons claiming by, through or under Tenant, shall look solely tothe equity of
the  Landlord  in  the  Premises for the satisfaction of  Tenant's  and/or such
persons'  remedies and claims for damages, and no other property  or  assets of
Landlord,  or  of its partners, members, officers, shareholders,  principals or
employees  shall  be subject to levy, execution or other enforcement procedures
for  the  satisfaction of Tenant's and/or such person's 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 inthe
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.
 01/21/02


     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 holdthe 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 byany 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. Unless specifically and expressly  stated to
the contrary, wherever Landlord's consent or approval shall be required herein,
such  consent or approval shall not be unreasonably or arbitrarily  withheld or
delayed.

     16.25     NO  CONTINUOUS  OPERATION/LANDLORD'S  RIGHT  OF  RECAPTURE.  (a)
Notwithstanding anything contained in this Lease, expressly or impliedly,to the
contrary, and notwithstanding the agreement herein contained for the payment by
Tenant  of  rent,  it is specifically and expressly understood and  agreed that
Tenant shall be under no duty or obligation, either express or implied,to open,
or thereafter to continuously conduct, its business in the Premises at any time
during the Term. Further, Tenant's failure to open for business in the Premises
shall  not  otherwise  entitle Landlord to commence or to maintain  any action,
suit,  or  proceeding,  whether in law or in equity,  relating  in  any way  to
Tenant's  failure to open or thereafter to continuously conduct its business in
the  Premises.  Without limiting the generality of the foregoing,  Tenant shall
have  the right to close two partial days per year to take inventory and shall,
at  Tenant's option, be closed Thanksgiving Day, Christmas Day, New  Years Day,
and Easter; (b) If at any time during the Lease Term Tenant, or its assignee or
sublessee,if any, shall discontinue its operations at the Premises for a period
of greater than one hundred eighty (180) consecutive days
01/31/02

(except  as may result from fire or other casualty, a taking under the power of
eminent domain or condemnation, or periods of remodeling), Landlord may, at any
time  following  such  one hundred eighty day (180) period,  and  prior  to any
recommencement of operations, terminate this Lease upon sixty (60)  days' prior
written  notice  to  Tenant. If Tenant, or its assignee or  sublessee,  if any,
reopens  for business or recommences its operations within such sixty  (60) day
period,  Landlord's right to terminate the Lease shall be nullified  and  of no
further force and effect. If Landlord elects to terminate the Lease as provided
herein, the Lease shall be null and void and of no further force and effect,and
the  parties  hereto  shall  be  released from any  and  all  further unaccrued
liability with respect to this Lease from and after the effective date of  such
termination.

     16.26     FINANCIAL STATEMENTS. Upon written request from Landlord, Tenant
shall  cause  Sterling Jewelers Inc. to provide a copy of its  latest financial
statements for its last fiscal year.

     16.27    GUARANTY OF LEASE. This Lease is conditioned on Tenant delivering
to  Landlord, simultaneously with the execution copies of this Lease,  four (4)
copies ofa Guaranty of Lease executed by Sterling Jewelers Inc. in the form set
forth on attached Exhibit "H".


                      [SIGNATURES CONTINUED ON NEXT PAGE]
01/31/02




      IN WITNESS WHEREOF, the parties have executed this Lease as of the 4th
      day of 2002.
WITNESSES                     LANDLORD:


                              MCKNIGHT ROAD DEVELOPMENT, LLC,
                              a New York limited liability company


                              By:  Westlake Holding, Inc.
/s/ Christian J Daraher
      Print Name:

/s/ Nancy J Parks             Its: Sole Member
Print Name Nancy J Parks           By:/s/ Joseph P Kane
                                          Joseph P. Kane

                                   Its: President


                                     TENANT:
                                  STERLING INC.


                                  By:/s/ Richard W Miller
/s/ George S Frankovich
Print Name: George S Frankovich          RICHARD W MILLER
                                  Its: EXECUTIVE VICE PRESIDENT
/s/ Vincent Marcheut
Print Name: Vincent Marcheut

 STATE OF NEW YORK        )
                          )SS:
 COUNTY OF ONONDAGA       )


     BEFORE ME, a Notary Public, in and for said County and State, personally
appeared Joseph P. Kane, the President of Westlake Holding, Inc., the Sole
Member of McKnight Road Development, LLC,who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed, and the free
act and deed of said limited liability company.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
4th day of February, 2002.


                                       /s/ Stephen G Etoll
                                        Notary Public
STATE OF OHIO            )
                         ) SS:                         [notary seal]
COUNTY OF SUMMIT         )




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

     IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
4th day of February, 2002.


                                   /s/ Debbie L House
                                        Notary Public

                                                  [notary seal]






All  that  certain  parcel of land situate in the Township of  Ross, County of
Allegheny  and Commonwealth of Pennsylvania, being all of Lot No. I in Theresa
Donnermeyer Plan of record in the Recorder's Office of Allegheny County in Plan
Book Volume 200, pages 104 and 105.

Being designated as Block 431-B,Lot 17 in the Deed Registry Office of Allegheny
County, Pennsylvania.

Being part of the property awarded to PNC Bank and John Herrick, Trustees under
the  Will  of  Theresa  M.  Donnermeyer, by decree  dated  September  3,1997 at
Proceedings No. 5021 of 1996,a certified copy of which is recorded in Deed Book
Volume  10052,  page 322; as amended and corrected by decree dated  January 13,
1998, a certified copy of which is recorded in Deed Book Volume 10129, page574.