EXHIBIT 10.2


                             MASTER LEASE AGREEMENT

                            Dated as of June 11, 1999

                                     between


                   ATLANTIC FINANCIAL GROUP, LTD., as Lessor,


                                       and


               DOLLAR GENERAL CORPORATION AND CERTAIN SUBSIDIARIES
                    OF DOLLAR GENERAL CORPORATION, as Lessees








<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                (Lease Agreement)
                                                                                  Page (1)
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         ARTICLE I.DEFINITIONS .................................................     1

         ARTICLE II.LEASE OF LEASED PROPERTY ...................................     1
  2.1    Acceptance and Lease of Property ......................................     1
  2.2    Acceptance Procedure ..................................................     2

         ARTICLE III.RENT ......................................................     2
  3.1    Basic Rent ............................................................     2
  3.2    Supplemental Rent .....................................................     3
  3.3    Method of Payment .....................................................     3
  3.4    Late Payment ..........................................................     3
  3.5    Net Lease; No Setoff, Etc .............................................     3
  3.6    Certain Taxes .........................................................     5
  3.7    Utility Charges .......................................................     6

         ARTICLE IV.WAIVERS ....................................................     6

         ARTICLE V.LIENS; EASEMENTS; PARTIAL CONVEYANCES .......................     7

         ARTICLE VI.MAINTENANCE AND REPAIR;ALTERATIONS,
                    MODIFICATIONS AND ADDITIONS                                      8
  6.1    Maintenance and Repair; Compliance With Law ...........................     8
  6.2    Alterations ...........................................................     9
  6.3    Title to Alterations ..................................................     9

         ARTICLE VII.USE .......................................................     9

         ARTICLE VIII.INSURANCE ................................................    10

         ARTICLE IX.ASSIGNMENT AND SUBLEASING ..................................    11
</TABLE>
(1) Page numbers have not been comformed for the Edgar Document

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<TABLE>
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           ARTICLE X.LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE ...............      12
   10.1    Event of Loss .....................................................      12
   10.2    Event of Taking ...................................................      13
   10.3    Casualty ..........................................................      14
   10.4    Condemnation ......................................................      14
   10.5    Verification of Restoration and Rebuilding ........................      14
   10.6    Application of Payments ...........................................      14
   10.7    Prosecution of Awards .............................................      15
   10.8    Application of Certain Payments Not Relating
           to an Event of Taking .............................................      16
   10.9    Other Dispositions ................................................      16
   10.10   No Rent Abatement .................................................      17
   10.11   Construction Land Interests .......................................      17

           ARTICLE XI.INTEREST CONVEYED TO LESSEES ...........................      17

           ARTICLE XII.EVENTS OF DEFAULT .....................................      18

           ARTICLE XIII.ENFORCEMENT ..........................................      21
   13.1    Remedies ..........................................................      21
   13.2    Remedies Cumulative; No Waiver; Consents ..........................      23

           ARTICLE XIV.SALE, RETURN OR PURCHASE OF LEASED PROPERTY; RENEWAL ..      24
   14.1    Lessee's Option to Purchase .......................................      24
   14.2    Conveyance to Lessee ..............................................      25
   14.3    Acceleration of Purchase Obligation ...............................      26
   14.4    Determination of Purchase Price ...................................      26
   14.5    Purchase Procedure ................................................      26
   14.6    Option to Remarket ................................................      27
   14.7    Rejection of Sale .................................................      30
   14.8    Return of Leased Property .........................................      30
   14.9    Renewal ...........................................................      31

           ARTICLE XV.LESSEE'S EQUIPMENT .....................................      31

           ARTICLE XVI.RIGHT TO PERFORM FOR LESSEE ...........................      33

           ARTICLE XVII.MISCELLANEOUS ........................................      33
   17.1    Reports ...........................................................      33
   17.2    Binding Effect; Successors and Assigns;
           Survival ..........................................................      33
   17.3    Quiet Enjoyment ...................................................      33
   17.4    Notices ...........................................................      34
   17.5    Severability ......................................................      35
   17.6    Amendment; Complete Agreements ....................................      35
   17.7    Construction ......................................................      35
   17.8    Headings ..........................................................      35
   17.9    Counterparts ......................................................      35
   17.10   GOVERNING LAW .....................................................      36
   17.11   Discharge of Lessee's Obligations by its Subsidiaries or Affiliates      36
   17.12   Liability of Lessor Limited .......................................      36
   17.13   Estoppel Certificates .............................................      37
   17.14   No Joint Venture ..................................................      37
   17.15   No Accord and Satisfaction ........................................      37
</TABLE>

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<TABLE>
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   17.16   No Merger .........................................................      37
   17.17   Survival ..........................................................      38
   17.18   Chattel Paper .....................................................      38
   17.19   Time of Essence ...................................................      38
   17.20   Recordation of Lease ..............................................      38
   17.21   Investment of Security Funds ......................................      38
   17.22   Ground Leases: IDB Documentation ..................................      39
   17.23   Land and Building .................................................      39
   17.24   Joint and Several .................................................      39
</TABLE>



APPENDICES AND EXHIBITS

APPENDIX A   Defined Terms

EXHIBIT A   Lease Supplement



<PAGE>


         THIS  MASTER  LEASE   AGREEMENT  (as  from  time  to  time  amended  or
supplemented,  this  "Lease"),  dated as of June  11,  1999,  is among  ATLANTIC
FINANCIAL GROUP, LTD., a Texas limited partnership (together with its successors
and assigns hereunder, the "Lessor"), as Lessor, and DOLLAR GENERAL CORPORATION,
a Tennessee corporation ("Dollar"), and certain Subsidiaries of Dollar hereafter
parties  hereto  (individually,   with  its  successors  and  permitted  assigns
hereunder, each a "Lessee" and collectively, the "Lessees"), as Lessees.


                              PRELIMINARY STATEMENT

         A.  Lessor will accept  title to, or acquire a leasehold  interest  in,
from one or more third parties  designated by the  Construction  Agent,  on each
Closing  Date,  certain  parcels  of  real  property  to  be  specified  by  the
Construction Agent, together with any improvements thereon.

         B. Lessor  desires to lease to each Lessee,  and each Lessee desires to
lease  from  Lessor,  certain  of such  properties  as  described  on the  Lease
Supplement(s) to which such Lessee is a party.

         C. If applicable, the Construction Agent will construct, or cause to be
constructed,  certain  improvements  on such parcels of real  property  which as
constructed will be the property of Lessor and will become part of such property
subject to the terms of this Lease.

         In  consideration of the mutual  agreements  herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, Lessor
and Lessees hereby agree as follows:



ARTICLE I
                                   DEFINITIONS

         Terms used herein and not  otherwise  defined  shall have the  meanings
assigned thereto in Appendix A hereto for all purposes hereof.


ARTICLE II
                            LEASE OF LEASED PROPERTY

     Section 2.1 Acceptance and Lease of Property.

         On each Closing Date for Land to be leased hereunder,  Lessor,  subject
     to the  satisfaction  or waiver of the conditions set forth in Section 3 of
     the Master Agreement, hereby agrees to accept delivery on such Closing Date
     of such Land pursuant to the terms of the Master  Agreement,  together with
     any Building or other improvements  thereon, and simultaneously to lease to
     the related Lessee hereunder for the Lease Term,  Lessor's interest in such
     Land and in such Building or other improvements, together with any Building
     which  thereafter may be constructed  thereon  pursuant to the Construction
     Agency Agreement,  and such related Lessee hereby agrees, expressly for the
     direct  benefit of Lessor,  commencing  on such  Closing Date for the Lease
     Term, to lease from Lessor  Lessor's  interest in such Land to be delivered
     on such Closing Date together  with  Lessor's  interest in any Building and
     other improvements  thereon or which thereafter may be constructed  thereon
     pursuant to the Construction Agency Agreement.

     Section 2.2 Acceptance Procedure.

         Lessor hereby  authorizes one or more employees of the related  Lessee,
     to be  designated  by such  Lessee,  as the  authorized  representative  or
     representatives  of Lessor to accept  delivery  on behalf of Lessor of that
     Leased Property  identified on the applicable Funding Request.  Each Lessee
     hereby  agrees  that  such   acceptance  of  delivery  by  such  authorized
     representative  or  representatives  and the execution and delivery by such
     Lessee on each Closing Date for property to be leased  hereunder of a Lease
     Supplement  in  substantially  the form of Exhibit A hereto  (appropriately
     completed)   shall,   without  further  act,   constitute  the  irrevocable
     acceptance  by such  Lessee of that  Leased  Property  which is the subject
     thereof for all purposes of this Lease and the other Operative Documents on
     the terms set forth  therein  and herein,  and that such  Leased  Property,
     together  with  any  Building  or  other  improvements  thereon  or  to  be
     constructed thereon pursuant to the Construction Agency Agreement, shall be
     deemed to be  included in the  leasehold  estate of this Lease and shall be
     subject to the terms and  conditions of this Lease as of such Closing Date.
     The demise and lease of each  Building  pursuant to this  Section 2.2 shall
     include any additional right,  title or interest in such Building which may
     at any time be acquired by Lessor,  the intent being that all right,  title
     and  interest  of  Lessor  in and to such  Building  shall at all  times be
     demised and leased to the related Lessee hereunder.


ARTICLE III RENT

     Section 3.1 Basic Rent.

         Beginning with and including the first Payment Date occurring after the
     Initial Closing Date, each Lessee shall pay to the Agent the Basic Rent for
     the Leased Properties subject to a Lease Supplement to which such Lessee is
     a party,  in  installments,  payable in arrears on each Payment Date during
     the Lease Term, subject to Section 2.3(c) of the Master Agreement.

     Section 3.2 Supplemental Rent.

         Each Lessee  shall pay to the Agent,  or to whomever  shall be entitled
     thereto as expressly  provided herein or in any other  Operative  Document,
     any and all Supplemental Rent within three (3) Business Days after the date
     the same shall  become due and payable  (or,  if no due date is  specified,
     after  demand)and in the event of any failure on the part of such Lessee to
     pay any  Supplemental  Rent,  the Agent shall have all  rights,  powers and
     remedies  provided  for herein or by law or in equity or  otherwise  in the
     case of nonpayment of Basic Rent. All Supplemental Rent to be paid pursuant
     to this Section 3.2 shall be payable in the type of funds and in the manner
     set forth in Section 3.3.


<PAGE>
     Section 3.3 Method of Payment.

         Basic Rent shall be paid to the Agent, and Supplemental Rent (including
     amounts due under  Article  XIV  hereof)  shall be paid to the Agent (or to
     such Person as may be entitled thereto) or, in each case, to such Person as
     the Agent (or such other Person) shall specify in writing to Dollar, and at
     such place as the Agent (or such other  Person) shall specify in writing to
     Dollar,  which  specifications  by the Agent shall be received by Dollar at
     least five (5) Business Days prior to the due date  therefor.  Each payment
     of Rent (including  payments under Article XIV hereof) shall be made by the
     Lessees prior to 12:00 p.m. (noon)  Nashville,  Tennessee time at the place
     of payment in funds  consisting of lawful  currency of the United States of
     America which shall be  immediately  available on the  scheduled  date when
     such  payment  shall be due,  unless  such  scheduled  date  shall not be a
     Business  Day,  in  which  case  such  payment  shall  be made on the  next
     succeeding Business Day.


     Section 3.4 Late Payment.

         If any Basic Rent shall not be paid on the date when due,  the  related
     Lessee  shall pay to the Agent,  as  Supplemental  Rent,  interest  (to the
     maximum extent  permitted by law) on such overdue amount from and including
     the due date thereof to but excluding  the Business Day of payment  thereof
     at the Overdue Rate.

     Section 3.5  Net Lease; No Setoff, Etc.

         This Lease is a net lease and  notwithstanding  any other  provision of
     this Lease, each Lessee shall pay all Basic Rent and Supplemental Rent, and
     all  costs,  charges,  taxes  (other  than taxes  covered by the  exclusion
     described in Section 7.4(b) of the Master Agreement), assessments and other
     expenses foreseen or unforeseen, for which such Lessee or any Indemnitee is
     or shall  become  liable by reason of such  Lessee's  or such  Indemnitee's
     estate,  right,  title or  interest in the Leased  Properties,  or that are
     connected with or arise out of the acquisition (except the initial costs of
     purchase by Lessor of its  interest in any Leased  Property,  which  costs,
     subject  to the  terms of the  Master  Agreement,  shall be  funded  by the
     Funding Parties  pursuant to the Master  Agreement),  construction  (except
     costs to be funded under the Construction Agency Agreement),  installation,
     possession, use, occupancy,  maintenance,  ownership,  leasing, repairs and
     rebuilding  of, or  addition  to,  the  Leased  Properties  or any  portion
     thereof,  and any  other  amounts  payable  hereunder  and  under the other
     Operative Documents without counterclaim,  setoff, deduction or defense and
     without abatement, suspension, deferment, diminution or reduction, and each
     Lessee's  obligation  to pay all such  amounts  throughout  the Lease Term,
     including  the  Construction  Term,  is  absolute  and  unconditional.  The
     obligations  and  liabilities of each Lessee  hereunder  shall in no way be
     released,  discharged  or  otherwise  affected  for any  reason,  including
     without  limitation:  (a) any  defect  in the  condition,  merchantability,
     design,  quality or  fitness  for use of any  Leased  Property  or any part
     thereof,  or  the  failure  of any  Leased  Property  to  comply  with  all
     Applicable  Law,  including  any  inability  to  occupy  or use any  Leased
     Property  by reason of such  non-compliance;  (b) any damage  to,  removal,
     abandonment,  salvage, loss, contamination of or Release from, scrapping or
     destruction of or any  requisition or taking of any Leased  Property or any
     part  thereof;  (c)  any  restriction,  prevention  or  curtailment  of  or
     interference  with  any use of any  Leased  Property  or any  part  thereof
     including  eviction;  (d) any  defect in title to or  rights to any  Leased
     Property or any Lien on such title or rights or on any Leased Property; (e)
     any change,  waiver,  extension,  indulgence or other action or omission or
     breach in respect of any obligation or liability of or by Lessor, the Agent
     or the Lender; (f) any bankruptcy, insolvency, reorganization, composition,
     adjustment, dissolution,  liquidation or other like proceedings relating to
     any Lessee,  Lessor,  the  Lender,  the Agent or any other  Person,  or any
     action  taken with  respect to this Lease by any trustee or receiver of any
     Lessee,  Lessor,  the  Lender,  the Agent,  any Ground  Lessor or any other
     Person,  or by any court,  in any such  proceeding;  (g) any claim that any
     Lessee has or might have against any Person,  including without limitation,
     Lessor, any vendor, manufacturer,  contractor of or for any Leased Property
     or any part  thereof,  the  Agent,  any  Ground  Lessor,  any  Governmental
     Authority,  or the Lender; (h) any failure on the part of Lessor to perform
     or comply with any of the terms of this Lease, any other Operative Document
     or of any  other  agreement;  (i) any  invalidity  or  unenforceability  or
     illegality or  disaffirmance  of this Lease against or by any Lessee or any
     provision  hereof or any of the other Operative  Documents or any provision
     of  any  thereof  whether  or  not  related  to the  Transaction;  (j)  the
     impossibility  or illegality of performance by any Lessee,  Lessor or both;
     (k) any action by any court,  administrative  agency or other  Governmental
     Authority;   (l)  any   restriction,   prevention  or   curtailment  of  or
     interference with the Construction or any use of any Leased Property or any
     part thereof;  or (m) any other occurrence  whatsoever,  whether similar or
     dissimilar to the foregoing, whether or not any Lessee shall have notice or
     knowledge  of any of the  foregoing.  Except as  specifically  set forth in
     Articles XIV or X of this Lease, this Lease shall be noncancellable by each
     Lessee  in any  circumstance  whatsoever  and each  Lessee,  to the  extent
     permitted by Applicable Law,  waives all rights now or hereafter  conferred
     by statute or otherwise to quit,  terminate or surrender this Lease,  or to
     any  diminution,  abatement  or  reduction  of Rent  payable by such Lessee
     hereunder.  Each payment of Rent made by a Lessee  hereunder shall be final
     and such Lessee shall not seek or have any right to recover all or any part
     of such  payment  from  Lessor,  the Agent,  any Lender or any party to any
     agreements related thereto for any reason  whatsoever.  Each Lessee assumes
     the sole responsibility for the condition, use, operation, maintenance, and
     management of the Leased  Properties  leased by it and Lessor shall have no
     responsibility in respect thereof and shall have no liability for damage to
     the  property  of either any Lessee or any  subtenant  of any Lessee on any
     account  or for any  reason  whatsoever,  other  than  solely  by reason of
     Lessor's willful misconduct or gross negligence.

     Section 3.6 Certain Taxes.

         Without  limiting the  generality of Section 3.5, each Lessee agrees to
     pay when due all real estate taxes,  personal  property taxes,  gross sales
     taxes,  including  any sales or lease tax imposed upon the rental  payments
     hereunder or under a sublease,  occupational  license taxes, water charges,
     sewer  charges,  assessments  of any  nature  and  all  other  governmental
     impositions   and  charges  of  every  kind  and  nature   whatsoever  (the
     "tax(es)"),  when the same  shall be due and  payable  without  penalty  or
     interest;  provided,  however,  that this Section shall not apply to any of
     the taxes  covered by the  exclusion  described  in  Section  7.4(b) of the
     Master Agreement.  It is the intention of the parties hereto that,  insofar
     as the same may lawfully be done,  Lessor shall be, except as  specifically
     provided  for  herein,  free from all  expenses  in any way  related to the
     Leased Properties and the use and occupancy thereof.  Any tax relating to a
     fiscal  period  of  any  taxing  authority  falling  partially  within  and
     partially outside the Lease Term, shall be apportioned and adjusted between
     Lessor and the related Lessee.  Each Lessee covenants to furnish Lessor and
     the Agent,  upon the Agent's written request,  within  forty-five (45) days
     after the last date when any tax must be paid by such Lessee as provided in
     this Section 3.6, official receipts of the appropriate taxing, authority or
     other proof satisfactory to Lessor, evidencing the payment thereof.

         So long as no Event of Default  has  occurred  and is  continuing,  the
     related  Lessee may defer  payment of a tax so long as the  validity or the
     amount  thereof is  contested  by such  Lessee with  diligence  and in good
     faith; provided,  however, that such Lessee shall furnish to Lessor and the
     Agent  a bond  or  other  adequate  security  in an  amount  and  on  terms
     reasonably  satisfactory  to Lessor  and the Agent and shall pay the tax in
     sufficient time to prevent delivery of a tax deed. Such contest shall be at
     the  related  Lessee's  sole cost and  expense.  Each Lessee  covenants  to
     indemnify and save harmless Lessor, which indemnification shall survive the
     termination  of this  Lease,  the Agent and the Lender  from any actual and
     reasonable costs or expenses incurred by Lessor, the Agent or the Lender as
     a result of such contest.

     Section 3.7 Utility Charges.

         Each Lessee  agrees to pay or cause to be paid as and when the same are
     due and payable all charges for gas,  water,  sewer,  electricity,  lights,
     heat, power, telephone or other communication service and all other utility
     services  used,  rendered or supplied  to, upon or in  connection  with the
     Leased Properties leased by it.

ARTICLE IV. WAIVERS

         During the Lease  Term,  Lessor's  interest  in the Leased  Properties,
     including  the  Building(s)  (whether or not  completed)  and the Land,  is
     demised  and let by Lessor "AS IS" subject to (a) the rights of any parties
     in possession  thereof,  (b) the state of the title thereto existing at the
     time Lessor acquired its interest in the Leased  Properties,  (c) any state
     of facts  which an  accurate  survey  or  physical  inspection  might  show
     (including  the survey  delivered  on the related  Closing  Date),  (d) all
     Applicable  Law, and (e) any  violations of Applicable  Law which may exist
     upon or  subsequent  to the  commencement  of the Lease  Term.  EACH LESSEE
     ACKNOWLEDGES  THAT,  ALTHOUGH  LESSOR WILL OWN AND HOLD TITLE TO THE LEASED
     PROPERTIES,   LESSOR  IS  NOT  RESPONSIBLE  FOR  THE  DESIGN,  DEVELOPMENT,
     BUDGETING AND CONSTRUCTION OF THE BUILDING(S) OR ANY  ALTERATIONS.  NEITHER
     LESSOR,  THE AGENT NOR THE  LENDER HAS MADE OR SHALL BE DEEMED TO HAVE MADE
     ANY REPRESENTATION OR WARRANTY,  EXPRESS OR IMPLIED,  OR SHALL BE DEEMED TO
     HAVE ANY  LIABILITY  WHATSOEVER  AS TO THE VALUE,  MERCHANTABILITY,  TITLE,
     HABITABILITY,  CONDITION,  DESIGN,  OPERATION,  OR  FITNESS  FOR USE OF THE
     LEASED  PROPERTIES (OR ANY PART THEREOF),  OR ANY OTHER  REPRESENTATION  OR
     WARRANTY  WHATSOEVER,  EXPRESS  OR  IMPLIED,  WITH  RESPECT  TO THE  LEASED
     PROPERTIES  (OR  ANY  PART  THEREOF),  ALL  SUCH  WARRANTIES  BEING  HEREBY
     DISCLAIMED,  AND NEITHER  LESSOR,  THE AGENT NOR THE LENDER SHALL BE LIABLE
     FOR ANY  LATENT,  HIDDEN,  OR PATENT  DEFECT  THEREIN OR THE FAILURE OF ANY
     LEASED  PROPERTY,  OR ANY PART THEREOF,  TO COMPLY WITH ANY APPLICABLE LAW,
     except that Lessor hereby represents and warrants that each Leased Property
     is and shall be free of Lessor  Liens.  As between  Lessor and the Lessees,
     each related  Lessee has been  afforded  full  opportunity  to inspect each
     Leased  Property,  is satisfied with the results of its inspections of such
     Leased  Property and is entering into this Lease solely on the basis of the
     results  of its own  inspections  and all  risks  incident  to the  matters
     discussed in the two preceding  sentences,  as between Lessor, the Agent or
     the Lender on the one hand, and the Lessees,  on the other, are to be borne
     by the Lessees.  The  provisions  of this Article IV have been  negotiated,
     and,  except  to the  extent  otherwise  expressly  stated,  the  foregoing
     provisions  are  intended to be a complete  exclusion  and  negation of any
     representations or warranties by Lessor,  the Agent or the Lender,  express
     or implied, with respect to the Leased Properties,  that may arise pursuant
     to any law now or hereafter in effect, or otherwise.

ARTICLE V. LIENS; EASEMENTS; PARTIAL CONVEYANCES

         No Lessee shall directly or indirectly create,  incur,  permit to exist
     or assume,  any Lien on or with respect to any Leased  Property,  the title
     thereto,  or any interest  therein,  including any Liens which arise out of
     the possession, use, occupancy,  construction,  repair or rebuilding of any
     Leased Property or by reason of labor or materials  furnished or claimed to
     have been  furnished to a Lessee,  or any of its  contractors  or agents or
     Alterations constructed by a Lessee, except, in all cases, Permitted Liens.

         Notwithstanding  the foregoing  paragraph,  at the request of a Lessee,
     Lessor shall,  from time to time during the Lease Term and upon  reasonable
     advance  written  notice from such  Lessee,  and  receipt of the  materials
     specified in the next succeeding  sentence,  consent to and join in any (i)
     grant of easements,  licenses, rights of way and other rights in the nature
     of  easements,   including,   without  limitation,   utility  easements  to
     facilitate  Lessees'  use,  development  and  construction  of  the  Leased
     Properties,  (ii) release or termination of easements,  licenses, rights of
     way or other rights in the nature of easements which are for the benefit of
     the Land or the  Building(s) or any portion  thereof,  (iii)  dedication or
     transfer of portions of the Land,  not improved with a Building,  for road,
     highway or other public purposes,  (iv) execution of agreements for ingress
     and egress and amendments to any covenants and  restrictions  affecting the
     Land or the  Building(s)  or any  portion  thereof  and (v)  request to any
     Governmental  Authority  for  platting  or  subdivision  or  replatting  or
     resubdivision  approval with respect to the Land or any portion  thereof or
     any parcel of land of which the Land or any portion thereof forms a part or
     a request for  rezoning or any variance  from zoning or other  governmental
     requirements. Lessor's obligations pursuant to the preceding sentence shall
     be subject to the requirements that:

         (a) any  such  action  shall be at the sole  cost  and  expense  of the
             requesting  Lessee  and  such  Lessee  shall  pay  all  actual  and
             reasonable  out-of-pocket costs of Lessor, the Agent and the Lender
             in  connection  therewith  (including,   without  limitation,   the
             reasonable  fees of  attorneys,  architects,  engineers,  planners,
             appraisers and other  professionals  reasonably retained by Lessor,
             the Agent or the Lender in connection with any such action),

         (b) the  requesting  Lessee shall have  delivered to Lessor and Agent a
             certificate of a Responsible Officer of such Lessee stating that

            o     such  action will not cause any Leased  Property,  the Land or
                  any  Building or any portion  thereof to fail to comply in any
                  material  respect  with the  provisions  of this  Lease or any
                  other  Operative  Documents,  or in any material  respect with
                  Applicable Law; and

            o     such action will not  materially  reduce the Fair Market Sales
                  Value, utility or useful life of any Leased Property, the Land
                  or any Building nor Lessor's interest therein; and

         (c) in the case of any release or conveyance,  if Lessor,  the Agent or
             the Lender so reasonably requests, the requesting Lessee will cause
             to be issued  and  delivered  to Lessor  and the Agent by the Title
             Insurance  Company an endorsement  to the Title Policy  pursuant to
             which the Title Insurance Company agrees that its liability for the
             payment of any loss or damage under the terms and provisions of the
             Title  Policy  will not be  affected  by  reason of the fact that a
             portion of the real property referred to in Schedule A of the Title
             Policy has been released or conveyed by Lessor.


ARTICLE VI. MAINTENANCE AND REPAIR; ALTERATIONS, MODIFICATIONS AND ADDITIONS

     Section 6.1 Maintenance and Repair;

         Compliance  With Law.  Each Lessee,  at its own  expense,  shall at all
times  (a)  maintain  each  Leased  Property  leased  by it in good  repair  and
condition  (subject to  ordinary  wear and tear),  in  accordance  with  prudent
industry  standards  and,  in any  event,  in no less a manner as other  similar
property  owned  or  leased  by such  Lessee  or its  Affiliates,  (b)  make all
Alterations in accordance  with, and maintain  (whether or not such  maintenance
requires structural modifications or Alterations) and operate and otherwise keep
each Leased Property in compliance in all material respects with, all Applicable
Laws and insurance requirements, and (c) make all Material repairs, replacements
and renewals of each Leased  Property or any part thereof  which may be required
to keep such Leased Property in the condition  required by the preceding clauses
(a) and (b).  Each Lessee shall perform the  foregoing  maintenance  obligations
regardless of whether any Leased Property is occupied or unoccupied. Each Lessee
waives  any  right  that it may now have or  hereafter  acquire  to (i)  require
Lessor, the Agent or the Lender to maintain,  repair,  replace, alter, remove or
rebuild  all or any part of any  Leased  Property  or (ii) make  repairs  at the
expense of Lessor,  the Agent or the Lender  pursuant to any  Applicable  Law or
other agreements or otherwise. NEITHER LESSOR, THE AGENT NOR THE LENDER SHALL BE
LIABLE  TO  ANY  LESSEE  OR  TO  ANY  CONTRACTORS,   SUBCONTRACTORS,   LABORERS,
MATERIALMEN, SUPPLIERS OR VENDORS FOR SERVICES PERFORMED OR MATERIAL PROVIDED ON
OR IN CONNECTION WITH ANY LEASED  PROPERTY OR ANY PART THEREOF.  Neither Lessor,
the Agent nor the Lender shall be required to maintain,  alter, repair,  rebuild
or replace any Leased Property in any way.

     Section 6.2 Alterations.

         Each Lessee may,  without the consent of Lessor,  at such  Lessee's own
cost and expense,  make Alterations which do not materially  diminish the value,
utility or useful life of any Leased Property.

     Section 6.3 Title to Alterations.

         Title to all  Alterations  shall  without  further  act vest in  Lessor
(subject to each Lessee's right to remove trade fixtures,  personal property and
equipment  which do not constitute  Alterations and which were not acquired with
funds advanced by Lessor or the Lender) and shall be deemed to constitute a part
of the Leased Properties and be subject to this Lease.


ARTICLE VII.USE

         Each  Lessee  may use each  Leased  Property  leased  by it or any part
thereof for any lawful  purpose,  and in a manner  consistent with the standards
applicable  to properties of a similar  nature in the  geographic  area in which
such  Leased  Property is located,  provided  that such use does not  materially
adversely affect the Fair Market Sales Value, utility,  remaining useful life or
residual  value of such  Leased  Property,  and does not  materially  violate or
conflict  with,  or  constitute  or  result in a  material  default  under,  any
Applicable  Law or any insurance  policy  required  hereunder.  In the event any
Lessee's use substantially  changes the character of any Building in a manner or
to an extent  that,  in Lessor's or the Agent's  reasonable  opinion,  adversely
affects the Fair Market Sales Value and/or marketability of such Building,  such
Lessee shall,  upon the  termination  or  expiration of this Lease,  at Lessor's
request, restore such Leased Property to its general character at the Completion
Date  (ordinary  wear and tear  excepted).  No Lessee shall commit or permit any
waste of any Leased Property or any material part thereof.


ARTICLE VII. INSURANCE

         (a) At any time during which any part of any Building or any Alteration
             is under  construction  and as to any part of any  Building  or any
             Alteration  under  construction  (other than,  with respect to each
             Construction Land Interest, during the Construction Term therefor),
             the related Lessee shall  maintain,  or cause to be maintained,  at
             its sole cost and  expense,  as a part of its  blanket  policies or
             otherwise,  "all  risks"  non-reporting  completed  value  form  of
             builder's risk insurance.

         (b) During  the  Lease  Term  (other   than,   with   respect  to  each
             Construction Land Interest, during the Construction Term therefor),
             each Lessee shall maintain, at its sole cost and expense, as a part
             of its blanket  policies or  otherwise,  insurance  against loss or
             damage  to  any  Building  by  fire  and  other  risks,   including
             comprehensive  boiler  and  machinery  coverage,  on  terms  and in
             amounts no less  favorable  than  insurance  covering other similar
             properties  owned or leased by a Lessee and that are in  accordance
             with  normal  industry  practice,  but in no  event  less  than the
             replacement cost of such Building from time to time.

         (c) During the Lease Term, each Lessee shall maintain, at its sole cost
             and expense, commercial general liability insurance with respect to
             the Leased Properties as is ordinarily  procured by Persons who own
             or operate  similar  properties in the same  geographic  area. Such
             insurance  shall  be on  terms  and in  amounts  that  are no  less
             favorable than  insurance  maintained by a Lessee or its Affiliates
             with respect to similar  properties that it owns or leases and that
             are in accordance  with normal industry  practice,  but in no event
             less than $2,000,000 per occurrence.  Such insurance policies shall
             also  provide  that each  Lessee's  insurance  shall be  considered
             primary  insurance.  Nothing in this  Article  VIII shall  prohibit
             Lessor,  the Agent or the Lender  from  carrying at its own expense
             other  insurance  on or  with  respect  to the  Leased  Properties,
             provided  that any  insurance  carried by Lessor,  the Agent or the
             Lender  shall not prevent any Lessee from  carrying  the  insurance
             required hereby.

         (d) Each policy of insurance maintained by a Lessee pursuant to clauses
             (a) and (b) of this Article VIII shall  provide that all  insurance
             proceeds in respect of any loss or occurrence  shall be adjusted by
             such  Lessee,  except  (a)  that  with  respect  to any  loss,  the
             estimated  cost of restoration of which is in excess of the greater
             of  $5,000,000  and 50% of the Funded  Amounts  with respect to the
             related Leased Property, the adjustment thereof shall be subject to
             the prior written  approval of the Agent (or of Lessor if the Loans
             have been fully paid) and the insurance  proceeds therefor shall be
             paid to the Agent (or to Lessor if the Loans have been fully  paid)
             for application in accordance with this Lease,  and (b) if, and for
             so long as an Event of Default exists, all losses shall be adjusted
             solely by, and all insurance  proceeds shall be paid solely to, the
             Agent (or Lessor if the Loans have been fully paid) for application
             pursuant to this Lease.

         (e) On the  Closing  Date  for  each  Leased  Property  that is a Major
             Property,  on the Completion  Date for a Major Property and on each
             anniversary  of the Initial  Closing Date each Lessee shall furnish
             Lessor with certificates  showing the insurance required under this
             Article  VIII to be in effect and  naming  Lessor,  the Agent,  the
             Liquidity  Banks  and  the  Lender  as  additional  insureds.  Such
             certificates  shall  include a  provision  for  thirty  (30)  days'
             advance  written  notice by the  insurer to Lessor and the Agent in
             the event of  cancellation  or  expiration or nonpayment of premium
             with  respect  to such  insurance,  and shall  include a  customary
             breach of warranty clause.  2. Each policy of insurance  maintained
             by a Lessee  pursuant  to this  Article  VIII shall (1) contain the
             waiver of any right of subrogation of the insurer  against  Lessor,
             the Agent and the  Lender  and (2)  provide  that in respect of the
             interests of Lessor, the Agent and the Lender,  such policies shall
             not   be   invalidated   by  any   fraud,   action,   inaction   or
             misrepresentation  of any  Lessee  or any  other  Person  acting on
             behalf of any Lessee.

         (f) All insurance policies carried in accordance with this Article VIII
             shall be maintained  with insurers  rated at least A by A.M. Best &
             Company,  and in all cases the insurer shall be qualified to insure
             risks in the State where each Leased Property is located.


ARTICLE IX. ASSIGNMENT AND SUBLEASING

         No Lessee  may assign any of its  right,  title or  interest  in, to or
under this Lease, except as set forth in the following sentence. Each Lessee may
(i) assign this Lease as it relates to all or any portion of any Leased Property
to any  Subsidiary  of  Dollar  so long as  Dollar's  guaranty  pursuant  to the
Guaranty  Agreement  continues in full force and effect and (ii) sublease all or
any portion of any Leased  Property,  provided that (a) all  obligations of such
Lessee shall  continue in full effect as obligations of a principal and not of a
guarantor or surety, as though no sublease had been made; (b) such assignment or
sublease  shall be expressly  subject and  subordinate  to this Lease,  the Loan
Agreement and the other  Operative  Documents;  and (c) each such sublease shall
terminate on or before the Lease  Termination  Date.  Each Lessee shall give the
Agent and Lessor prompt written notice of any such assignment or sublease.

         Except  pursuant  to an  Operative  Document,  this Lease  shall not be
mortgaged or pledged by any Lessee,  nor shall any Lessee mortgage or pledge any
interest in any Leased  Property or any portion  thereof.  Any such  mortgage or
pledge shall be void.


ARTICLE X. LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE

     Section 10.1 Event of Loss.

         Any event (i) which would  otherwise  constitute a Casualty  during the
Base Term,  and (ii) which,  in the good-faith  judgment of the related  Lessee,
renders repair and restoration of a Leased  Property  impossible or impractical,
or requires repairs to a Leased Property that would cost in excess of 50% of the
original cost of such Leased Property, and (iii) as to which such Lessee, within
sixty  (60) days  after the  occurrence  of such  event,  delivers  to Lessor an
Officer's Certificate notifying Lessor of such event and of such judgment, shall
constitute an "Event of Loss". In the case of any other event which  constitutes
a Casualty,  the related Lessee shall restore such Leased  Property  pursuant to
Section 10.3. If an Event of Loss other than an Event of Taking shall occur, the
related Lessee shall pay to Lessor on the next Payment Date  following  delivery
of the Officer's  Certificate  pursuant to clause (iii) above an amount equal to
the  related  Leased  Property  Balance.  Upon  Lessor's  receipt of such Leased
Property  Balance on such date,  Lessor  shall cause  Lessor's  interest in such
Leased  Property to be conveyed to the  related  Lessee in  accordance  with and
subject to the  provisions  of Section  14.5  hereof;  upon  completion  of such
purchase, but not prior thereto, this Lease with respect to such Leased Property
and all  obligations  hereunder  with  respect  to such  Leased  Property  shall
terminate,  except with respect to obligations and liabilities hereunder, actual
or  contingent,  that have arisen or relate to events  occurring  on or prior to
such  date of  purchase,  or  which  are  expressly  stated  herein  to  survive
termination of this Lease.

         Upon the  consummation of the purchase of any Leased Property  pursuant
to this  Section  10.1,  any  proceeds  derived  from  insurance  required to be
maintained by the related Lessee  pursuant to this Lease for any Leased Property
remaining  after  payment  of such  purchase  price  shall be paid  over to,  or
retained  by, such Lessee or as it may direct,  and Lessor  shall assign to such
Lessee,  without  warranty,  all of  Lessor's  rights  to and  interest  in such
insurance required to be maintained by such Lessee pursuant to this Lease.

     Section 10.2 Event of Taking.

         Any  event  (i)  which   constitutes  a  Condemnation  of  all  of,  or
substantially  all of, a Leased  Property,  or (ii) (A)  which  would  otherwise
constitute a Condemnation,  (B) which, in the good-faith judgment of the related
Lessee,  renders  restoration and rebuilding of a Leased Property  impossible or
impractical,  or requires repairs to a Leased Property that would cost in excess
of 50% of the original  cost of such Leased  Property,  and (C) as to which such
Lessee,  within sixty (60) days after the occurrence of such event,  delivers to
Lessor an  Officer's  Certificate  notifying  Lessor  of such  event and of such
judgment,  shall constitute an "Event of Taking". In the case of any other event
which  constitutes a Condemnation,  the related Lessee shall restore and rebuild
such Leased  Property  pursuant  to Section  10.4.  If an Event of Taking  shall
occur,  the  related  Lessee  shall pay to Lessor (1) on the next  Payment  Date
following  the  occurrence  of such Event of Taking,  in the case of an Event of
Taking  described in clause (i) above,  or (2) the next  Payment Date  following
delivery of the Officer's Certificate pursuant to clause (ii) above, in the case
of an Event of Taking  described  in clause (ii) above,  an amount  equal to the
related Leased Property  Balance.  Upon Lessor's receipt of such Leased Property
Balance on such date,  Lessor  shall  cause  Lessor's  interest  in such  Leased
Property to be conveyed to the related Lessee in accordance  with and subject to
the provisions of Section 14.5 hereof  (provided that such  conveyance  shall be
subject to all rights of the  condemning  authority);  upon  completion  of such
purchase, but not prior thereto, this Lease with respect to such Leased Property
and all  obligations  hereunder  with  respect  to such  Leased  Property  shall
terminate,  except with respect to obligations and liabilities hereunder, actual
or  contingent,  that have arisen or relate to events  occurring  on or prior to
such  date of  purchase,  or  which  are  expressly  stated  herein  to  survive
termination of this Lease.

         Upon the consummation of the purchase of such Leased Property  pursuant
to this  Section  10.2,  all Awards  received  by Lessor,  after  deducting  any
reasonable  out-of-pocket  costs  incurred by Lessor in collecting  such Awards,
received or payable on account of an Event of Taking with respect to such Leased
Property  during the related  Lease Term shall be  promptly  paid to the related
Lessee,  and all rights of Lessor in Awards not then received  shall be assigned
to Lessee by Lessor.

     Section 10.3 Casualty.

         If a Casualty  shall occur  which is not an Event of Loss,  the related
Lessee shall rebuild and restore the affected Leased Property, will complete the
same prior to the Lease Termination Date, and will cause the condition set forth
in Section  3.5(c) of the Master  Agreement to be fulfilled with respect to such
restoration and rebuilding prior to the Lease  Termination  Date,  regardless of
whether insurance  proceeds received as a result of such Casualty are sufficient
for such purpose.

     Section 10.4 Condemnation.

         If a  Condemnation  shall  occur  which is not an Event of Taking,  the
related  Lessee shall  rebuild and restore the affected  Leased  Property,  will
complete  the same  prior to the  Lease  Termination  Date,  and will  cause the
condition  set forth in Section  3.5(c) of the Master  Agreement to be fulfilled
with respect to such restoration and rebuilding  prior to the Lease  Termination
Date.

     Section 10.5 Verification of Restoration and Rebuilding.

         In the  event of  Casualty  or  Condemnation,  to  verify  the  related
Lessee's  compliance  with the foregoing  Section 10.3 or 10.4, as  appropriate,
Lessor,  the Agent, the Lender and their respective  authorized  representatives
may, upon five (5) Business Days' notice to such Lessee, make inspections of the
affected  Leased  Property  with  respect to (i) the extent of the  Casualty  or
Condemnation and (ii) the restoration and rebuilding of the related Building and
the Land.  All actual and  reasonable  out-of-pocket  costs of such  inspections
incurred by Lessor,  the Agent or the Lender will be paid by the related  Lessee
promptly after written request. No such inspection shall unreasonably  interfere
with the related Lessee's  operations or the operations of any other occupant of
such Leased Property. None of the inspecting parties shall have any duty to make
any such  inspection or inquiry and none of the  inspecting  parties shall incur
any  liability  or  obligation  by  reason  of  making  or not  making  any such
inspection or inquiry.

     Section 10.6 Application  of Payments.

         All proceeds (except for payments under insurance  policies  maintained
other than  pursuant  to Article  VIII of this  Lease)  received  at any time by
Lessor, any Lessee or the Agent from any Governmental  Authority or other Person
with respect to any  Condemnation or Casualty to any Leased Property or any part
thereof  or with  respect  to an Event of Loss or an Event of  Taking,  plus the
amount  of any  payment  that  would  have  been due from an  insurer  but for a
Lessee's  self-insurance or deductibles ("Loss Proceeds"),  shall (except to the
extent Section 10.9 applies) be applied as follows:

          (a)     In the event the related Lessee purchases such Leased Property
                  pursuant to Section 10.1 or Section  10.2,  such Loss Proceeds
                  shall be applied as set forth in Section 10.1 or Section 10.2,
                  as the case may be;

          (b)     In the  event  of a  Casualty  at such  time  when no Event of
                  Default has occurred and is continuing  and the related Lessee
                  is  obligated  to repair  and  rebuild  such  Leased  Property
                  pursuant to Section  10.3,  such Lessee may, in good faith and
                  subsequent to the date of such Casualty, certify to Lessor and
                  to the  applicable  insurer  that  no  Event  of  Default  has
                  occurred  and is  continuing,  in which  event the  applicable
                  insurer shall pay the Loss Proceeds to such Lessee, unless the
                  estimated   cost  of   restoration   exceeds  the  greater  of
                  $5,000,000  and  50% of  the  original  cost  of  such  Leased
                  Property, in which case the Loss Proceeds shall be paid to the
                  Agent (or  Lessor if the  Loans  have been paid in full),  and
                  shall  be  promptly   released  to  the  related  Lessee  upon
                  certification by such Lessee to Lessor and the Agent that such
                  Lessee  has  incurred  costs  in the  amount  requested  to be
                  released  for  the  repair  and   rebuilding  of  such  Leased
                  Property;

          (c)     In the event of a  Condemnation  at such time when no Event of
                  Default has occurred and is continuing  and the related Lessee
                  is  obligated  to repair  and  rebuild  such  Leased  Property
                  pursuant to Section  10.4,  Lessor  shall,  upon such Lessee's
                  request,  assign  to  such  Lessee  Lessor's  interest  in any
                  applicable Awards; and

          (d)     As provided in Section 10.8, if such section is applicable.

         During any period of repair or  rebuilding  pursuant to this Article X,
this Lease will remain in full force and effect and Basic Rent shall continue to
accrue and be payable without abatement or reduction. Each Lessee shall maintain
records  setting forth  information  relating to the receipt and  application of
payments in  accordance  with this Section  10.6.  Such records shall be kept on
file by each Lessee at its offices and shall be made  available  to Lessor,  the
Lender and the Agent upon request.

     Section 10.7 Prosecution of Awards.

         If any Condemnation shall occur, the party receiving the notice of such
Condemnation  shall give to the other party and the Agent  promptly,  but in any
event within thirty (30) days after the  occurrence  thereof,  written notice of
such occurrence and the date thereof, generally describing the nature and extent
of such  Condemnation.  With respect to any Event of Taking or any Condemnation,
the related Lessee shall control the negotiations with the relevant Governmental
Authority as to any  proceeding in respect of which Awards are  required,  under
Section  10.6,  to be assigned or  released to such  Lessee,  unless an Event of
Default shall have occurred and be  continuing,  in which case (i) the Agent (or
Lessor if the Loans have been fully paid) shall control such  negotiations;  and
(ii) such Lessee hereby irrevocably  assigns,  transfers and sets over to Lessor
all rights of such  Lessee to any Award on account of any Event of Taking or any
Condemnation and, if there will not be separate Awards to Lessor and such Lessee
on account of such Event of Taking or Condemnation,  irrevocably  authorizes and
empowers  the Agent (or  Lessor if the Loans have been  fully  paid)  during the
continuance of an Event of Default, with full power of substitution, in the name
of such Lessee or otherwise (but without limiting the obligations of such Lessee
under  this  Article  X), to file and  prosecute  what would  otherwise  be such
Lessee's  claim for any such Award and to  collect,  receipt  for and retain the
same. In any event Lessor and the Agent may  participate  in such  negotiations,
and no settlement will be made without the prior consent of the Agent (or Lessor
if the Loans have been fully paid), not to be unreasonably withheld.

         2. Notwithstanding the foregoing, each Lessee may prosecute, and Lessor
shall have no  interest  in, any claim with  respect to such  Lessee's  personal
property and equipment not financed by or otherwise property of Lessor, business
interruption or similar award and such Lessee's relocation expenses.


     Section 10.8 Application of Certain  Payments Not Relating to an Event
                  of Taking.


         In case of a  requisition  for temporary use of all or a portion of any
Leased Property which is not an Event of Taking, this Lease shall remain in full
force and effect with respect to such Leased Property,  without any abatement or
reduction of Basic Rent, and the Awards for such Leased Property  shall,  unless
an Event of Default  has  occurred  and is  continuing,  be paid to the  related
Lessee.

     Section 10.9 Other Dispositions.

         Notwithstanding the foregoing  provisions of this Article X, so long as
an Event of Default shall have occurred and be continuing, any amount that would
otherwise  be  payable to or for the  account  of, or that  would  otherwise  be
retained  by,  Lessee  pursuant to this Article X shall be paid to the Agent (or
Lessor if the Loans have been fully paid) as security for the obligations of the
Lessees  under this Lease and,  at such time  thereafter  as no Event of Default
shall be continuing, such amount shall be paid promptly to the related Lessee to
the extent not previously  applied by Lessor or the Agent in accordance with the
terms of this Lease or the other Operative Documents.

     Section 10.10 No Rent Abatement.

         Rent shall not abate hereunder by reason of any Casualty,  any Event of
Loss, any Event of Taking or any Condemnation of any Leased  Property,  and each
Lessee shall  continue to perform and fulfill all of such Lessee's  obligations,
covenants and agreements hereunder notwithstanding such Casualty, Event of Loss,
Event of Taking or Condemnation  until the Lease  Termination  Date and the full
payment of all obligations owing by any Lessee under any Operative Document.

     Section 10.11 Construction Land Interests.

         This  Article X shall not apply with respect to any  Construction  Land
Interest  during  the  Construction  Term  therefor  except  as set forth in the
Construction Agency Agreement.


ARTICLE XI INTEREST CONVEYED TO LESSEES

         Each  Lessee  and  Lessor  intend  that  this  Lease  be  treated,  for
accounting purposes, as an operating lease. For all other purposes,  each Lessee
and Lessor intend that the transaction represented by this Lease be treated as a
financing  transaction;  for such  purposes,  it is the intention of the parties
hereto (i) that this Lease be treated as a mortgage or deed of trust  (whichever
is applicable in the  jurisdictions in which the Leased  Properties are located)
and security agreement, encumbering the Leased Properties, and that each Lessee,
as grantor,  hereby grants to Lessor,  as mortgagee or  beneficiary  and secured
party,  or any  successor  thereto,  a first and  paramount  Lien on each Leased
Property in which such Lessee has an interest, (ii) that Lessor shall have, as a
result of such  determination,  all of the  rights,  powers  and  remedies  of a
mortgagee, deed of trust beneficiary or secured party available under Applicable
Law to take  possession of and sell (whether by  foreclosure  or otherwise)  any
Leased Property,  (iii) that the effective date of such mortgage,  security deed
or deed of trust shall be the effective date of this Lease, or the related Lease
Supplement,  if  later,  (iv)  that  the  recording  of  this  Lease  or a Lease
Supplement  shall be deemed to be the recording of such mortgage,  security deed
or deed of  trust,  and (v)  that  the  obligations  secured  by such  mortgage,
security  deed or deed of trust shall  include the Funded  Amounts and all Basic
Rent and  Supplemental  Rent hereunder and all other  obligations of and amounts
due from each Lessee hereunder and under the Operative Documents.


ARTICLE XII EVENTS OF DEFAULT

         The following  events shall  constitute  Events of Default (whether any
such event shall be  voluntary  or  involuntary  or come about or be effected by
operation of law or pursuant to or in compliance  with any  judgment,  decree or
order of any court or any order,  rule or  regulation of any  administrative  or
governmental body):

       (a)   any Lessee  shall fail to make any  payment of Basic Rent when due,
             and such failure shall continue for five or more days;

       (b)   any Lessee shall fail to make any payment of Rent (other than Basic
             Rent and other than as set forth in clause (c)) or any other amount
             payable  hereunder  or under any of the other  Operative  Documents
             (other than Basic Rent and other than as set forth in clause  (c)),
             and such failure shall continue for a period of ten days;

       (c)   any Lessee  shall fail to pay the Funded  Amount,  Leased  Property
             Balance or Lease Balance when due pursuant to Sections 10.1,  10.2,
             14.1  or  14.2,  or any  Lessee  shall  fail  to pay  the  Recourse
             Deficiency  Amount  when  required  pursuant  to Article XIV or the
             Construction  Agent shall fail to make any  payment  when due under
             the Construction Agency Agreement;

       (d)   any Lessee shall fail to maintain  insurance as required by Article
             VIII hereof,  and such failure shall  continue until the earlier of
             (i) fifteen (15) days after written  notice thereof from Lessor and
             (ii) the day immediately preceding the date on which any applicable
             insurance coverage would otherwise lapse or terminate;

       (e)   any  Consolidated  Company  shall fail to make when due (whether at
             stated maturity, by acceleration, on demand or otherwise, and after
             giving  effect to any  applicable  grace  period)  any  payment  of
             principal  of or  interest  on any  Indebtedness  (other  than  the
             Obligations)   exceeding   $20,000,000   individually   or  in  the
             aggregate;  or any  Consolidated  Company  shall fail to observe or
             perform  within  any  applicable  grace  period  any  covenants  or
             agreements  contained in any agreements or instruments  relating to
             any of its  Indebtedness  (including  the  Synthetic  Lease and any
             guaranty  thereof)  exceeding  $20,000,000  individually  or in the
             aggregate,  or any other  event  shall  occur if the effect of such
             failure or other event is to accelerate, or to permit the holder of
             such  Indebtedness or any other Person to accelerate,  the maturity
             of such Indebtedness; or any such Indebtedness shall be required to
             be  prepaid   (other  than  by  a  regularly   scheduled   required
             prepayment) in whole or in part prior to its stated maturity;

       (f)   any Lessee,  the  Guarantor or any  Consolidated  Company shall (i)
             apply for or consent to the  appointment of a receiver,  trustee or
             liquidator of itself or of its property,  (ii) be unable,  or admit
             in writing inability, to pay its debts as they mature, (iii) make a
             general   assignment   for  the  benefit  of  creditors,   (iv)  be
             adjudicated a bankrupt or insolvent,  (v) file a voluntary petition
             in bankruptcy, or a petition or answer seeking reorganization or an
             arrangement  with creditors to take advantage of any insolvency law
             or an answer  admitting the material  allegations  of a bankruptcy,
             reorganization  or insolvency  petition filed against it, (vi) take
             corporate action for the purpose of effecting any of the foregoing,
             or  (vii)  have an  order  for  relief  entered  against  it in any
             proceeding under any bankruptcy law;

       (g)   an  order,  judgment  or  decree  shall  be  entered,  without  the
             application,  approval or consent of any Lessee,  the  Guarantor or
             any Consolidated  Company, by any court of competent  jurisdiction,
             approving  a  petition  seeking  reorganization  of such  entity or
             appointing a receiver,  trustee or  liquidator of such entity or of
             all or a substantial part of its assets,  and such order,  judgment
             or decree shall  continue  unstayed and in effect for any period of
             60 consecutive days;

       (h)   any  representation  or warranty by any Lessee or the  Guarantor in
             any Operative  Document or in any certificate or document delivered
             to  Lessor,  the  Agent or the  Lender  pursuant  to any  Operative
             Document  shall have been  incorrect in any  material  respect when
             made;

       (i)   the Guarantor shall repudiate or terminate the Guaranty  Agreement,
             or the  Guaranty  Agreement  shall at any time  cease to be in full
             force  and  effect  or cease to be the  legal,  valid  and  binding
             obligation of the  Guarantor,  or the  Guarantor  shall fail in any
             material  respect  to  timely  perform  or  observe  any  covenant,
             condition  or agreement to be performed or observed by it under any
             Operative  Document to which it is a party and such  failure  shall
             continue for a period of 30 days after the  Guarantor's  receipt of
             written notice hereof from Lessor, the Agent or the Lender;

       (j)   any Lessee shall fail in any Material respect to timely, perform or
             observe any  covenant,  condition  or  agreement  (not  included in
             clause (a),  (b),  (c),  (d),  (e),  (f),  (g),  (h) or (i) of this
             Article  XII) to be  performed or observed by it hereunder or under
             any other Operative  Document and such failure shall continue for a
             period of 30 days after  such  Lessee's  receipt of written  notice
             thereof from Lessor, the Agent or the Lender;

       (k)   any Construction Agency Event of Default shall occur;

       (l)   a Plan of a  Consolidated  Company or a Plan subject to Title IV of
             ERISA of any of its ERISA Affiliates:

            (i)   shall fail to be funded in accordance with the minimum funding
                  standard  required by applicable  law, the terms of such Plan,
                  Section  412 of the Tax Code or  Section  302 of ERISA for any
                  plan year or a waiver of such  standard  is sought or  granted
                  with respect to such Plan under  applicable  law, the terms of
                  such Plan or  Section  412 of the Tax Code or  Section  303 of
                  ERISA; or

            (ii)  is  being,   or  has  been,   terminated  or  the  subject  of
                  termination  proceedings  under applicable law or the terms of
                  such Plan; or

            (iii) shall require a Consolidated Company to provide security under
                  applicable law, the terms of such Plan,  Section 401 or 412 of
                  the Tax Code or Section 306 or 307 of ERISA; or

            (iv)  results  in  a  liability  to  a  Consolidated  Company  under
                  applicable  law, the terms of such Plan, or Title IV of ERISA;
                  and  there  shall  result  from  any  such  failure,   waiver,
                  termination  or other event a liability  to the PBGC or a Plan
                  that would have a Materially Adverse Effect;

       (m)   a final  judgment or final order for the payment of money in excess
             of $2,500,000  individually or in the aggregate or otherwise having
             a Materially Adverse Effect shall be rendered against Dollar or any
             other  Consolidated  Company  and  such  judgment  or  order  shall
             continue  unsatisfied  (in the  case of a  money  judgment)  and in
             effect for a period of 30 days during which  execution shall not be
             effectively  stayed or deferred  (whether by action of a court,  by
             agreement or otherwise);

       (n)   if Dollar  ceases to own all of the Voting Stock of any  Subsidiary
             Guarantor; or

       (o)   any  "person" or "group"  (within the meaning of Section  13(d) and
             14(d)(2) of the  Exchange  Act) other than the Turner  Family shall
             become the "beneficial owner(s)" (as defined in Rule 13d-3) of more
             than thirty percent (30%) of the shares of the  outstanding  common
             stock of Dollar  entitled to vote for members of Dollar's  board of
             directors,  or (b) any  event  or  condition  shall  occur or exist
             which,  pursuant  to the terms of any change of control  provision,
             requires  or  permits  the   holder(s)  of   Indebtedness   of  any
             Consolidated  Company  which  individually  or in the  aggregate is
             equal to or exceeds  $20,000,000 to require that such  Indebtedness
             be redeemed, repurchased, defeased, prepaid, or repaid, in whole or
             in part, or the maturity of such  Indebtedness to be accelerated in
             any respect.

ARTICLE XIII ENFORCEMENT

     Section  13.1 Remedies.

         Upon the occurrence and during the continuance of any Event of Default,
Lessor  may do one or more of the  following  as Lessor  in its sole  discretion
shall  determine,  without limiting any other right or remedy Lessor may have on
account of such Event of Default (including,  without limitation, the obligation
of the Lessees to purchase the Leased Properties as set forth in Section 14.3):


       (a)   Lessor may, by notice to Dollar, rescind or terminate this Lease as
             of the date  specified in such notice;  however,  (A) no reletting,
             reentry or taking of  possession  of any Leased  Property by Lessor
             will be construed as an election on Lessor's part to terminate this
             Lease unless a written notice of such intention is given to Dollar,
             (B) notwithstanding any reletting, reentry or taking of possession,
             Lessor may at any time thereafter elect to terminate this Lease for
             a  continuing  Event of  Default,  and (C) no act or thing  done by
             Lessor or any of its agents,  representatives  or employees  and no
             agreement  accepting a surrender  of any Leased  Property  shall be
             valid unless the same be made in writing and executed by Lessor;

       (b)   Lessor may (i) demand that the Lessees,  and the Lessees shall upon
             the written demand of Lessor, return the Leased Properties promptly
             to Lessor in the manner and condition required by, and otherwise in
             accordance  with  all of the  provisions  of,  Articles  VI and XIV
             hereof as if the Leased  Properties  were being returned at the end
             of the  Lease  Term,  and  Lessor  shall  not  be  liable  for  the
             reimbursement of any Lessee for any costs and expenses  incurred by
             such Lessee in connection  therewith and (ii) without  prejudice to
             any other remedy which Lessor may have for possession of the Leased
             Properties,  and to the  extent  and in  the  manner  permitted  by
             Applicable  Law, enter upon any Leased  Property and take immediate
             possession of (to the  exclusion of the related  Lessee) any Leased
             Property or any part thereof and expel or remove the related Lessee
             and any other person who may be occupying such Leased Property,  by
             summary  proceedings  or  otherwise,  all without  liability to any
             Lessee  for or by  reason of such  entry or  taking of  possession,
             whether for the  restoration  of damage to property  caused by such
             taking or otherwise and, in addition to Lessor's other damages, the
             Lessees shall be responsible  for the actual and  reasonable  costs
             and  expenses  of  reletting,   including  brokers'  fees  and  the
             reasonable  out-of-pocket  costs of any alterations or repairs made
             by Lessor;

       (c)   Lessor  may (i)  sell  all or any part of any  Leased  Property  at
             public or private sale, as Lessor may determine,  free and clear of
             any  rights of any Lessee  and  without  any duty to account to any
             Lessee with respect to such action or inaction or any proceeds with
             respect thereto (except to the extent required by Applicable Law or
             clause  (ii) below if Lessor  shall  elect to  exercise  its rights
             thereunder) in which event the related  Lessee's  obligation to pay
             Basic  Rent  for  such  Leased   Property   hereunder  for  periods
             commencing  after  the date of such  sale  shall be  terminated  or
             proportionately  reduced,  as the case may be;  and (ii) if  Lessor
             shall so elect, demand that the Lessees, jointly and severally, pay
             to Lessor,  and the Lessees,  jointly and  severally,  shall pay to
             Lessor, on the date of such sale, as liquidated damages for loss of
             a bargain and not as a penalty (the parties  agreeing that Lessor's
             actual   damages   would  be   difficult   to   predict,   but  the
             aforementioned    liquidated   damages   represent   a   reasonable
             approximation  of such  amount)  (in  lieu of  Basic  Rent  due for
             periods  commencing  on or after the Payment Date  coinciding  with
             such date of sale (or, if the sale date is not a Payment Date,  the
             Payment  Date next  preceding  the date of such  sale)),  an amount
             equal to (a) the excess, if any, of (1) the sum of (A) all Rent due
             and unpaid to and  including  such  Payment  Date and (B) the Lease
             Balance,  computed  as of such date,  over (2) the net  proceeds of
             such sale (that is, after  deducting  all  out-of-pocket  costs and
             expenses  incurred by Lessor,  the Agent or any Lender  incident to
             such  conveyance   (including,   without  limitation,   all  costs,
             expenses,  fees, premiums and taxes described in Section 14.5(b)));
             plus (b) interest at the Overdue Rate on the foregoing  amount from
             such Payment Date until the date of payment;

       (d)   Lessor may, at its option,  not terminate this Lease,  and continue
             to collect all Basic Rent, Supplemental Rent, and all other amounts
             (including,  without  limitation,  the  Funded  Amount)  due Lessor
             (together  with all costs of  collection)  and enforce the Lessees'
             obligations  under this Lease as and when the same  become  due, or
             are  to be  performed,  and at  the  option  of  Lessor,  upon  any
             abandonment of any Leased Property by Lessee or re-entry of same by
             Lessor, Lessor may, in its sole and absolute discretion,  elect not
             to  terminate  this Lease with  respect  thereto  and may make such
             reasonable alterations and necessary repairs in order to relet such
             Leased Property, and relet such Leased Property or any part thereof
             for such term or terms  (which may be for a term  extending  beyond
             the term of this Lease) and at such rental or rentals and upon such
             other terms and conditions as Lessor in its  reasonable  discretion
             may deem  advisable;  and upon  each  such  reletting  all  rentals
             actually received by Lessor from such reletting shall be applied to
             the Lessees'  obligations  hereunder in such order,  proportion and
             priority  as  Lessor  may  elect  in  Lessor's  sole  and  absolute
             discretion;  it being agreed that under no circumstances  shall any
             Lessee  benefit from its default from any increase in market rents.
             If such rentals received from such reletting during any Rent Period
             are less than the Rent to be paid  during  that Rent  Period by the
             Lessees  hereunder,  the  Lessees  shall  pay  any  deficiency,  as
             calculated  by Lessor,  to Lessor on the Payment Date for such Rent
             Period;

       (e)   If any Leased  Property has not been sold,  Lessor may,  whether or
             not Lessor  shall have  exercised or shall  thereafter  at any time
             exercise any of its rights under  paragraph (b), (c) or (d) of this
             Article  XIII with  respect to such  Leased  Property,  demand,  by
             written notice to the related Lessee  specifying a date (the "Final
             Rent Payment Date") not earlier than 30 days after the date of such
             notice, that such Lessee purchase,  on the Final Rent Payment Date,
             such Leased  Property in accordance with the provisions of Sections
             14.2,  14.4 and 14.5;  provided,  however,  that (1) such  purchase
             shall occur on the date set forth in such  notice,  notwithstanding
             the provision in Section 14.2 calling for such purchase to occur on
             the Lease  Termination  Date;  and (2) Lessor's  obligations  under
             Section  14.5(a)  shall be  limited  to  delivery  of a special  or
             limited  warranty  deed and quit claim bill of sale of such  Leased
             Property,  without  recourse  or  warranty,  but free and  clear of
             Lessor Liens;

       (f)   Lessor may exercise any other right or remedy that may be available
             to it under Applicable Law, or proceed by appropriate  court action
             (legal or  equitable)  to  enforce  the terms  hereof or to recover
             damages  for the breach  hereof.  Separate  suits may be brought to
             collect  any such  damages for any Rent  Period(s),  and such suits
             shall not in any manner  prejudice  Lessor's  right to collect  any
             such damages for any subsequent Rent Period(s), or Lessor may defer
             any such suit until  after the  expiration  of the Lease  Term,  in
             which event such suit shall be deemed not to have accrued until the
             expiration of the Lease Term; or

       (g)   Lessor may retain and apply against Lessor's damages all sums which
             Lessor would,  absent such Event of Default, be required to pay to,
             or turn over to, a Lessee pursuant to the terms of this Lease.

     Section 13.2 Remedies Cumulative; No Waiver; Consents.

         To the extent  permitted by, and subject to the mandatory  requirements
of, Applicable Law, each and every right,  power and remedy herein  specifically
given to Lessor or otherwise in this Lease shall be  cumulative  and shall be in
addition to every other right, power and remedy herein specifically given or now
or hereafter existing at law, in equity or by statute, and each and every right,
power and remedy whether  specifically herein given or otherwise existing may be
exercised  from  time to time and as often  and in such  order as may be  deemed
expedient by Lessor,  and the  exercise or the  beginning of the exercise of any
power or remedy  shall not be  construed to be a waiver of the right to exercise
at the same time or thereafter any right,  power or remedy. No delay or omission
by Lessor in the exercise of any right, power or remedy or in the pursuit of any
remedy  shall  impair any such right,  power or remedy or be  construed  to be a
waiver  of any  default  on the  part  of any  Lessee  or to be an  acquiescence
therein.  Lessor's consent to any request made by any Lessee shall not be deemed
to constitute or preclude the necessity for obtaining  Lessor's consent,  in the
future, to all similar  requests.  No express or implied waiver by Lessor of any
Event of  Default  shall in any way be, or be  construed  to be, a waiver of any
future or  subsequent  Potential  Event of Default or Event of  Default.  To the
extent  permitted by Applicable Law, each Lessee hereby waives any rights now or
hereafter  conferred  by statute or otherwise  that may require  Lessor to sell,
lease or  otherwise  use any Leased  Property or part thereof in  mitigation  of
Lessor's  damages  upon  the  occurrence  of an  Event  of  Default  or that may
otherwise  limit or modify any of Lessor's rights or remedies under this Article
XIII.


 ARTICLE XIV. SALE, RETURN OR PURCHASE OF LEASED PROPERTY; RENEWAL

Section 14.1 Lessee's Option to Purchase.

         (a) Subject to the terms,  conditions  and provisions set forth in this
             Article  XIV,  the  Lessees  shall have the option  (the  "Purchase
             Option"),  to be  exercised as set forth  below,  to purchase  from
             Lessor, Lessor's interest in all of the Leased Properties; provided
             that,  except as set forth in paragraph (b) below, such option must
             be  exercised  with  respect to all,  but not less than all, of the
             Leased Properties under all of the Lease  Supplements.  Such option
             must be exercised  by written  notice by Dollar to Lessor not later
             than twelve months prior to the Lease Termination Date which notice
             shall be irrevocable;  such notice shall specify the date that such
             purchase shall take place, which date shall be a date occurring not
             less  than  thirty  (30)  days  after  such  notice  or  the  Lease
             Termination Date (whichever is earlier).  If the Purchase Option is
             exercised   pursuant  to  the  foregoing,   then,  subject  to  the
             provisions  set  forth  in  this  Article  XIV,  on the  applicable
             purchase  date or the Lease  Termination  Date, as the case may be,
             Lessor shall convey to each Lessee,  by special  warranty  deed and
             bill of sale,  without  recourse or warranty  (other than as to the
             absence  of Lessor  Liens)  and each  Lessee  shall  purchase  from
             Lessor,  Lessor's  interest in the Leased Properties leased by such
             Lessee.

         (b) Subject to the terms,  conditions  and provisions set forth in this
             Article  XIV,  each  Lessee  shall  have the option  (the  "Partial
             Purchase Option"),  to be exercised as set forth below, to purchase
             from Lessor Lessor's interest in any Leased Property leased by such
             Lessee;  provided that such option may be exercised  only if, after
             giving effect thereto,  there are 50 Leased  Properties  subject to
             this  Lease,  unless it is  exercised  with  respect  to all Leased
             Properties as set forth in paragraph (a) above. Such option must be
             exercised  by written  notice to Lessor at any time during the term
             of the Lease, which notice shall be irrevocable;  such notice shall
             specify the Leased  Property to be purchased and the date that such
             purchase shall take place, which date shall be a date occurring not
             less than  thirty  (30) days after such  notice,  provided  that no
             Partial  Purchase  Option may be exercised  during the last year of
             the Lease Term. If a Partial Purchase Option is exercised  pursuant
             to the  foregoing,  subject  to the  provisions  set  forth in this
             Article  XIV,  on  the  applicable   purchase  date  or  the  Lease
             Termination  Date,  as the case may be,  Lessor shall convey to the
             related Lessee,  without recourse or warranty (other than as to the
             absence  of Lessor  Liens)  and such  Lessee  shall  purchase  from
             Lessor,  Lessor's  interest  in the  Leased  Property  that  is the
             subject of such Partial Purchase Option pursuant to Section 14.5.

     Section 14.2  Conveyance  to Lessee.

         Unless (a) the  Lessees  shall have  properly  exercised  the  Purchase
Option  and  purchased  the Leased  Properties  pursuant  to Section  14.1(a) or
14.1(b) hereof, or (b) the Lessees shall have properly exercised the Remarketing
Option and shall have  fulfilled  all of the  conditions of Section 14.6 hereof,
then, subject to the terms,  conditions and provisions set forth in this Article
XIV,  each Lessee shall  purchase  from Lessor,  and Lessor shall convey to each
Lessee,  on the Lease  Termination  Date all of Lessor's  interest in the Leased
Properties leased to such Lessee. Any Lessee may designate, in a notice given to
Lessor  not less  than ten  (10)  Business  Days  prior to the  closing  of such
purchase,  or any purchase pursuant to Section 14.1(a) or (b),(time being of the
essence),  the transferee to whom the conveyance shall be made (if other than to
such  Lessee),  in which case such  conveyance  shall  (subject to the terms and
conditions set forth herein) be made to such designee;  provided,  however, that
such  designation  of a  transferee  shall not cause any Lessee to be  released,
fully or partially, from any of its obligations under this Lease.

     Section 14.3 Acceleration of Purchase  Obligation.

         The Lessees  shall be  obligated to purchase  Lessor's  interest in the
Leased  Properties  immediately,  automatically  and  without  notice  upon  the
occurrence  of any Event of  Default  specified  in clause (f) or (g) of Article
XII, for the purchase  price set forth in Section 14.4.  Upon the occurrence and
during the  continuance  of any other  Event of Default,  the  Lessees  shall be
obligated  to  purchase  Lessor's  interest  in the  Leased  Properties  for the
purchase  price set forth in Section  14.4 upon notice of such  obligation  from
Lessor.

     Section 14.4  Determination of Purchase Price.

         Upon the  purchase by the  Lessees of  Lessor's  interest in the Leased
Properties  upon the exercise of the Purchase Option or pursuant to Section 14.2
or 14.3, the aggregate  purchase price for all of the Leased Properties shall be
an amount equal to the Lease  Balance as of the closing date for such  purchase,
plus any amount due  pursuant  to Section  7.5(f) of the Master  Agreement  as a
result of such purchase. Upon the purchase by a Lessee of Lessor's interest in a
Leased  Property upon the exercise of a Partial  Purchase  Option,  the purchase
price for such Leased  Property shall be an amount equal to the Leased  Property
Balance for such Leased Property as of the closing date for such purchase,  plus
any amount due pursuant to Section 7.5(f) of the Master  Agreement as the result
of such purchase.

     Section 14.5 Purchase Procedure.

         If a Lessee  shall  purchase  Lessor's  interest  in a Leased  Property
pursuant to any  provision  of this Lease,  (i) such  Lessee  shall  accept from
Lessor and Lessor  shall  convey such Leased  Property  by a duly  executed  and
acknowledged  special warranty deed and quit claim bill of sale of such a Leased
Property  in  recordable  form,  (ii) upon the date  fixed for any  purchase  of
Lessor's interest in Leased Property hereunder,  the related Lessee(s) shall pay
to the order of the Agent  (or  Lessor if the Loans  have been paid in full) the
Lease Balance or Leased  Property  Balance,  as applicable,  plus any amount due
pursuant to Section 7.5 of the Master  Agreement as a result of such purchase by
wire  transfer of  immediately  available  funds,  (iii) Lessor will execute and
deliver  to  the  related  Lessee  such  other  documents,  including  releases,
affidavits, termination agreements and termination statements, as may be legally
required  or as may be  reasonably  requested  by Lessee in order to effect such
conveyance,  free and  clear of  Lessor  Liens  and the  Liens of the  Operative
Documents and (iv) if such Leased Property is subject to a Ground Lease,  Lessor
will execute and deliver to the related  Lessee an assignment or  termination of
such Ground Lease, as directed by such Lessee, in such form as may be reasonably
requested by such Lessee, and such Lessee shall pay any amounts due with respect
thereto under such Ground Lease.

       (a)   Each Lessee shall,  at such Lessee's sole cost and expense,  obtain
             all required  governmental and regulatory approval and consents and
             in  connection  therewith  shall make such  filings as  required by
             Applicable  Law; in the event that Lessor is required by Applicable
             Law to take any action in  connection  with such purchase and sale,
             the   Lessees   shall  pay  prior  to   transfer   all   reasonable
             out-of-pocket  costs  incurred by Lessor in  connection  therewith.
             Without  limiting  the  foregoing,   all  costs  incident  to  such
             conveyance, including, without limitation, each Lessee's attorneys'
             fees,  Lessor's  attorneys'  fees,  commissions,  each Lessee's and
             Lessor's escrow fees,  recording fees, title insurance premiums and
             all  applicable  documentary  transfer or other  transfer taxes and
             other  taxes  required  to be paid in order to record the  transfer
             documents  that might be imposed by reason of such  conveyance  and
             the  delivery  of such deed shall be borne  entirely by and paid by
             the Lessees.

       (b)   Upon   expiration  or  termination  of  this  Lease   resulting  in
             conveyance  of  Lessor's  interest  in  the  title  to  the  Leased
             Properties to the Lessees, there shall be no apportionment of rents
             (including,  without  limitation,  water  rents and  sewer  rents),
             taxes,  insurance,  utility  charges or other charges  payable with
             respect  to the  Leased  Properties,  all  of  such  rents,  taxes,
             insurance, utility or other charges due and payable with respect to
             the Leased  Properties  prior to  termination  being payable by the
             Lessees  hereunder and all due after such time being payable by the
             Lessees as the then owners of the Leased Properties.

     Section 14.6 Option to Remarket.

         Subject to the  fulfillment of each of the conditions set forth in this
Section  14.6,  the Lessees shall have the option to market all of, but not less
than all of, the Leased Properties for Lessor (the "Remarketing Option").

         The Lessees'  effective  exercise and  consummation  of the Remarketing
Option  shall  be  subject  to the due  and  timely  fulfillment  of each of the
following  provisions,  the failure of any of which, unless waived in writing by
Lessor and the Lender,  shall  render the  Remarketing  Option and the  Lessees'
exercise  thereof null and void, in which event,  each Lessee shall be obligated
to perform its obligations under Section 14.2.

       (a)   Not later than twelve months prior to the Lease  Termination  Date,
             Dollar  shall  give to Lessor and the Agent  written  notice of the
             Lessees' exercise of the Remarketing Option.

       (b)   Not  later  than  ten  (10)   Business  Days  prior  to  the  Lease
             Termination Date, each Lessee shall deliver to Lessor and the Agent
             an  environmental  assessment of each Leased  Property leased by it
             dated  not  later  than  forty-five  (45)  days  prior to the Lease
             Termination Date. Such  environmental  assessment shall be prepared
             by an environmental  consultant  selected by the related Lessee and
             reasonably  satisfactory to the Agent, shall be in form, detail and
             substance reasonably satisfactory to the Agent, and shall otherwise
             indicate the environmental  condition of each Leased Property to be
             the same as described in the related Environmental Audit.

       (c)   On the date of  Dollar's  notice  to  Lessor  and the  Agent of the
             Lessees'   exercise  of  the  Remarketing   Option,   each  of  the
             Construction  Conditions  shall have been timely  satisfied  and no
             Event of Default or Potential  Event of Default  shall  exist,  and
             thereafter, no Event of Default or Potential Event of Default shall
             exist under this Lease.

       (d)   Each Lessee shall have completed all  Alterations,  restoration and
             rebuilding  of the  Leased  Properties  leased  by it  pursuant  to
             Sections  6.1,  6.2,  10.3 and 10.4 (as the case may be) and  shall
             have  fulfilled in all material  respects all of the conditions and
             requirements in connection therewith pursuant to said Sections,  in
             each  case by the  date on  which  Lessor  and  the  Agent  receive
             Dollar's notice of the Lessees' exercise of the Remarketing  Option
             (time being of the  essence),  regardless of whether the same shall
             be within such Lessee's control.

       (e)   Each Lessee shall promptly provide any maintenance records relating
             to each Leased Property  leased by it to Lessor,  the Agent and any
             potential purchaser, and shall otherwise do all things necessary to
             deliver  possession  of  such  Leased  Property  to  the  potential
             purchaser at the appropriate  closing date. Each Lessee shall allow
             Lessor,  the Agent and any potential  purchaser  reasonable  access
             during normal business hours to any Leased Property for the purpose
             of inspecting the same.

       (f)   On the Lease  Termination  Date,  each Lessee shall  surrender  the
             Leased  Properties  leased by it in  accordance  with  Section 14.8
             hereof.

       (g)   In  connection  with any such sale of the Leased  Properties,  each
             Lessee  will  provide to the  purchaser  all  customary  "seller's"
             indemnities  requested  by the  potential  purchaser  (taking  into
             account  the  location  and  nature  of  the  Leased   Properties),
             representations  and warranties  regarding title,  absence of Liens
             (except  Lessor Liens) and the condition of the Leased  Properties,
             including,  without limitation,  an environmental  indemnity.  Each
             Lessee shall  fulfill all of the  requirements  set forth in clause
             (b) of Section 14.5, and such requirements are incorporated  herein
             by reference.  As to Lessor,  any such sale shall be made on an "as
             is, with all faults"  basis without  representation  or warranty by
             Lessor, other than the absence of Lessor Liens.

       (h)   In connection with any such sale of Leased Properties,  each Lessee
             shall pay directly, and not from the sale proceeds, all prorations,
             credits,  costs and  expenses of the sale of the Leased  Properties
             leased by it, whether incurred by Lessor,  any Lender, the Agent or
             such Lessee,  including without limitation,  to the extent not paid
             by the  purchaser,  the  cost  of  all  title  insurance,  surveys,
             environmental reports, appraisals, transfer taxes, Lessor's and the
             Agent's   attorneys'   fees,   such   Lessee's   attorneys'   fees,
             commissions,  escrow  fees,  recording  fees,  and  all  applicable
             documentary and other transfer taxes.

       (i)   The Lessees,  jointly and severally,  shall pay to the Agent on the
             Lease  Termination  Date (or to such  other  Person as Agent  shall
             notify Lessee in writing,  or in the case of Supplemental  Rent, to
             the  Person  entitled  thereto)  an  amount  equal to the  Recourse
             Deficiency  Amount,  plus all  accrued  and  unpaid  Basic Rent and
             Supplemental  Rent,  and all other  amounts  hereunder  which  have
             accrued prior to or as of such date, in the type of funds specified
             in Section 3.3 hereof.

         If the Lessees have  exercised the  Remarketing  Option,  the following
additional  provisions  shall apply:  During the period  commencing  on the date
twelve months prior to the scheduled  expiration of the Lease Term,  one or more
of the  Lessees  shall,  as  nonexclusive  agent for  Lessor,  use  commercially
reasonable  efforts to sell Lessor's  interest in the Leased Properties and will
attempt to obtain the highest purchase price therefor. All such marketing of the
Leased  Properties shall be at the Lessees' sole expense.  Lessee promptly shall
submit  all bids to Lessor  and the Agent and Lessor and the Agent will have the
right to review the same and the right to submit any one or more bids.  All bids
shall be on an  all-cash  basis.  In no event shall such bidder be Lessee or any
Subsidiary  or  Affiliate  of Lessee.  The written  offer must specify the Lease
Termination  Date as the closing date.  If, and only if, the  aggregate  selling
price (net of closing  costs and  prorations,  as  reasonably  estimated  by the
Agent) is less than the difference  between the Lease Balance at such time minus
the Recourse  Deficiency  Amount,  then Lessor or the Agent may, in its sole and
absolute  discretion,  by notice to Dollar,  reject such offer to  purchase,  in
which event the parties will proceed according to the provisions of Section 14.7
hereof.  If neither Lessor nor the Agent rejects such purchase offer as provided
above,  the closing of such purchase of the Leased  Properties by such purchaser
shall occur on the Lease Termination Date,  contemporaneously  with the Lessees'
surrender of the Leased  Properties in accordance with Section 14.8 hereof,  and
the gross  proceeds  of the sale (i.e.,  without  deduction  for any  marketing,
closing or other costs, prorations or commissions) shall be paid directly to the
Agent (or Lessor if the Funded Amounts have been fully paid); provided, however,
that  if the  sum of the  gross  proceeds  from  such  sale  plus  the  Recourse
Deficiency  Amount paid by the Lessees on the Lease Termination Date pursuant to
Section  14.6(i),  minus any and all  reasonable  costs and expenses  (including
broker fees, appraisal costs, reasonable legal fees and transfer taxes) incurred
by the Agent or Lessor in connection with the marketing of the Leased Properties
or the sale thereof  exceeds the Lease Balance as of such date,  then the excess
shall be paid to Dollar on the Lease  Termination Date. No Lessee shall have the
right, power or authority to bind Lessor in connection with any proposed sale of
the Leased Properties.


     Section 14.7 Rejection of Sale.

         Notwithstanding anything contained herein to the contrary, if Lessor or
the Agent  rejects the purchase  offer for the Leased  Properties as provided in
(and subject to the conditions set forth in) Section 14.6, then (a) the Lessees,
jointly and  severally,  shall pay to the Agent the Recourse  Deficiency  Amount
pursuant  to  Section  14.6(i),  (b)  Lessor  shall  retain  title to the Leased
Properties, and (c) in addition to Lessees' other obligations hereunder, Lessees
will reimburse Lessor and the Agent, within ten (10) Business Days after written
request,  for all  reasonable  costs and  expenses  incurred  by Lessor or Agent
during the period ending on the first  anniversary of the Lease Termination Date
in  connection  with the  marketing,  sale,  closing or  transfer  of the Leased
Properties,  which obligation  shall survive the Lease  Termination Date and the
termination or expiration of this Lease.

     Section 14.8 Return of Leased  Property.

         If Lessor retains title to any Leased Property pursuant to Section 14.7
hereof,  then each Lessee shall, on the Lease  Termination  Date, and at its own
expense,  return  possession of the Leased Properties leased by it to Lessor for
retention by Lessor or, if the Lessees properly exercise the Remarketing  Option
and fulfill all of the  conditions of Section 14.6 hereof and neither Lessor nor
the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee
shall, on such Lease Termination Date, and at its own cost,  transfer possession
of the Leased Properties leased by it to the independent  purchaser thereof,  in
each  case by  surrendering  the same  into the  possession  of  Lessor  or such
purchaser,  as the case may be,  free and clear of all Liens  other than  Lessor
Liens,  in as good  condition as it was on the  Completion  Date therefor in the
case of new  Construction,  or the Closing Date  therefor in each other case (as
modified  by  Alterations  permitted  by this  Lease),  ordinary  wear  and tear
excepted,  and in compliance in all material  respects with Applicable Law. Each
Lessee  shall,  on and  within a  reasonable  time  before  and  after the Lease
Termination  Date,  cooperate with Lessor and the  independent  purchaser of any
Leased  Property  leased by such Lessee in order to facilitate the ownership and
operation by such purchaser of such Leased Property after the Lease  Termination
Date, which  cooperation  shall include the following,  all of which such Lessee
shall do on or before the Lease  Termination  Date or as soon  thereafter  as is
reasonably  practicable:  providing all books and records  regarding the related
Lessee's  maintenance  of such  Leased  Property  and  all  know-how,  data  and
technical  information  relating  thereto,  providing  a copy of the  Plans  and
Specifications,  granting or assigning  all licenses (to the extent  assignable)
necessary  for the  operation  and  maintenance  of such  Leased  Property,  and
cooperating  in seeking and obtaining all necessary  Governmental  Action.  Each
Lessee shall have also paid the cost of all  Alterations  commenced prior to the
Lease  Termination  Date. The  obligations of such Lessee under this Article XIV
shall survive the expiration or termination of this Lease.

     Section 14.9 Renewal.

         Subject to the  conditions  set forth  herein,  Dollar  may, by written
notice to Lessor  and the Agent  given not  later  than  twelve  months  and not
earlier than sixteen months, prior to the then scheduled Lease Termination Date,
request  the  renewal  of this  Lease,  for five  years in the case of the first
renewal term and five years in the case of the second renewal term, in each case
commencing on the date following such Lease  Termination Date. No later than the
date that is 45 days after the date the request to renew has been  delivered  to
each of Lessor and the Agent, the Agent will notify Dollar whether or not Lessor
and the Lender consent to such renewal  request (which  consent,  in the case of
Lessor and the Lender,  may be granted or denied in their sole  discretion,  and
may be  conditioned on such  conditions  precedent as may be specified by Lessor
and the  Lender).  If the Agent fails to respond  within  such time frame,  such
failure shall be deemed to be a rejection of such request. If the Agent notifies
Dollar of Lessor's and the Lender's consent to such renewal,  such renewal shall
be effective.


ARTICLE XV. LESSEE'S EQUIPMENT

         After any  repossession  of any Leased  Property  (whether  or not this
Lease has been  terminated),  the related Lessee,  at its expense and so long as
such removal of such trade  fixture,  personal  property or equipment  shall not
result in a violation of Applicable Law,  shall,  within a reasonable time after
such  repossession  or within  sixty (60) days after  such  Lessee's  receipt of
Lessor's  written  request  (whichever  shall first  occur),  remove all of such
Lessee's  trade  fixtures,  personal  property  and  equipment  from such Leased
Property  (to the extent that the same can be readily  removed  from such Leased
Property  without causing  material damage to such Leased  Property);  provided,
however,  that such Lessee  shall not remove any such trade  fixtures,  personal
property or equipment  that (i) has been  financed by Lessor under the Operative
Documents or otherwise  constituting  Leased  Property  (or that  constitutes  a
replacement of such property) or (ii) with respect to which Lessor notifies such
Lessee that it is exercising  the purchase  option with respect  thereto,  which
purchase option each Lessee hereby grants to Lessor (in which case, Lessor shall
pay to such  Lessee  the fair  market  value  of such  trade  fixture,  personal
property or  equipment on such date of  repossession  (as  determined  by mutual
agreement  of Lessor and such  Lessee  or, if no mutual  agreement  is  promptly
achieved,  by an appraiser reasonably  acceptable to Lessor and such Lessee) and
such  Lessee  shall  execute  and  deliver a bill of sale  therefor  to Lessor),
provided that the purchase  option set forth in this clause (ii) shall not apply
to any Lessee's  inventory or to any personal property of any Lessee not used or
useful in connection with the Leased Property. Any of a Lessee's trade fixtures,
personal property and equipment not so removed by such Lessee within such period
shall be  considered  abandoned by such Lessee,  and title thereto shall without
further  act  vest  in  Lessor,  and may be  appropriated,  sold,  destroyed  or
otherwise  disposed  of by Lessor  without  notice  to any  Lessee  and  without
obligation  to account  therefor  and the related  Lessee will pay Lessor,  upon
written  demand,  all  reasonable  costs  and  expenses  incurred  by  Lessor in
removing,  storing or disposing of the same and all costs and expenses  incurred
by Lessor to repair any damage to such Leased  Property  caused by such removal.
Each  Lessee  will  immediately  repair at its expense all damage to such Leased
Property  caused by any such removal (unless such removal is effected by Lessor,
in which event such Lessee shall pay all reasonable costs and expenses  incurred
by Lessor for such  repairs).  Lessor  shall  have no  liability  in  exercising
Lessor's  rights under this Article XV except as set forth in clause (ii) of the
first sentence hereof, nor shall Lessor be responsible for any loss of or damage
to any Lessee's personal property and equipment.


ARTICLE XVI RIGHT TO PERFORM FOR LESSEE

         If  any  Lessee  shall  fail  to  perform  or  comply  with  any of its
agreements  contained herein,  Lessor, upon notice to Dollar or such Lessee, may
perform or comply with such agreement, and Lessor shall not thereby be deemed to
have waived any default  caused by such failure,  and the amount of such payment
and the  amount of the  expenses  of Lessor  (including  actual  and  reasonable
attorneys'  fees and expenses)  incurred in connection  with such payment or the
performance of or compliance with such  agreement,  as the case may be, shall be
deemed  Supplemental Rent, payable by the related Lessee to Lessor within thirty
(30) days after written demand therefor.


 ARTICLE XVII, MISCELLANEOUS

     Section 17.1 Reports.

         To the extent  required  under  Applicable  Law and to the extent it is
reasonably  practical  for a Lessee to do so, such Lessee shall prepare and file
in timely fashion,  or, where such filing is required to be made by Lessor or it
is otherwise not reasonably  practical for a Lessee to make such filing,  Lessee
shall  prepare  and  deliver  to  Lessor  (with a copy to the  Agent)  within  a
reasonable time prior to the date for filing and Lessor shall file, any material
reports with respect to the condition or operation of such Leased  Property that
shall be required to be filed with any Governmental Authority.

     Section 17.2 Binding  Effect;  Successors  and Assigns;  Survival.

         The terms and provisions of this Lease,  and the respective  rights and
obligations  hereunder  of Lessor and the  Lessees,  shall be binding upon their
respective successors, legal representatives and assigns (including, in the case
of Lessor,  any Person to whom Lessor may  transfer  any Leased  Property or any
interest therein in accordance with the provisions of the Operative  Documents),
and inure to the benefit of their respective  permitted  successors and assigns,
and the  rights  granted  hereunder  to the Agent  and the  Lender  shall  inure
(subject to such  conditions  as are  contained  herein) to the benefit of their
respective  permitted  successors and assigns.  Each Lessee hereby  acknowledges
that Lessor has assigned  all of its right,  title and interest to, in and under
this  Lease to the Agent  and the  Lender  pursuant  to the Loan  Agreement  and
related  Operative  Documents,  and that all of Lessor's rights hereunder may be
exercised by the Agent.

     Section 17.3 Quiet Enjoyment.

         Lessor  covenants that it will not interfere in the related Lessee's or
any of its permitted  sublessees'  quiet  enjoyment of the Leased  Properties in
accordance with this Lease during the Lease Term, so long as no Event of Default
has occurred and is continuing. Such right of quiet enjoyment is independent of,
and shall not affect,  Lessor's  rights  otherwise  to initiate  legal action to
enforce the obligations of the Lessees under this Lease.

     Section 17.4 Notices.

         Unless otherwise  specified herein, all notices,  offers,  acceptances,
rejections,  consents,  requests, demands or other communications to or upon the
respective  parties  hereto shall be in writing and shall be deemed to have been
given as set forth in Section  8.2 of the Master  Agreement.  All such  notices,
offers,   acceptances,   rejections,   consents,   requests,  demands  or  other
communications  shall be addressed as follows or to such other address as any of
the parties hereto may designate by written notice:

         If to Lessor:        Atlantic Financial Group, Ltd.
                              c/o Grogan & Browner
                              2311 Cedar Springs Road, Suite 150
                              Dallas, Texas 75201
                              Attn:    Stephen Brookshire

         If to Dollar
         or any other Lessee:       Dollar General Corporation
                                    104 Woodmont Boulevard
                                    Suite 500
                                    Nashville, Tennessee 37205
                                    Attn:    Chief Financial Officer

         with a copy to:            General Counsel
                                    427 Beech Street
                                    Scottsville, Kentucky 42164
                                    Attn: Larry Wilcher

         If to Agent:               SunTrust Bank, Nashville, N.A.
                                    201 Fourth Avenue
                                    Nashville, Tennessee 37219
                                    Attn: Scott Corley

         with a copy to:           SunTrust Equitable Securities
                                   Corporation
                                   303 Peachtree Street, 24th Floor
                                   MC 3951
                                   Atlanta, Georgia 30308
                                   Attn:    Robert Kennedy

         If to the Lender, to the address provided in the Master Agreement.

     Section 17.5 Severability.

         Any provision of this Lease that shall be  prohibited or  unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions  hereof  and  any  such  prohibition  or   unenforceability   in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other  jurisdiction,  and Lessee shall remain liable to perform its  obligations
hereunder except to the extent of such unenforceability. To the extent permitted
by Applicable Law, each Lessee hereby waives any provision of law that renders
any provision hereof prohibited or unenforceable in any respect.

     Section 17.6  Amendment;  Complete  Agreements.

         Neither  this  Lease nor any of the  terms  hereof  may be  terminated,
amended,  supplemented,  waived or modified  orally,  except by an instrument in
writing signed by Lessor and Dollar in accordance with the provisions of Section
8.4 of the Master  Agreement.  This Lease,  together with the  applicable  Lease
Supplement and the other  Operative  Documents,  is intended by the parties as a
final  expression  of their  lease  agreement  and as a complete  and  exclusive
statement  of  the  terms  thereof,   all   negotiations,   considerations   and
representations between the parties having been incorporated herein and therein.
No course of prior dealings  between the parties or their  officers,  employees,
agents or Affiliates shall be relevant or admissible to supplement,  explain, or
vary any of the terms of this Lease or any other Operative Document.  Acceptance
of, or acquiescence in, a course of performance rendered under this or any prior
agreement  between  the  parties or their  Affiliates  shall not be  relevant or
admissible  to  determine  the  meaning of any of the terms of this Lease or any
other Operative Document. No representations,  undertakings,  or agreements have
been  made or  relied  upon  in the  making  of  this  Lease  other  than  those
specifically set forth in the Operative Documents. B.

     Section 17.7 Construction.

         This Lease shall not be construed more strictly  against any one party,
it  being   recognized  that  both  of  the  parties  hereto  have   contributed
substantially and materially to the preparation and negotiation of this Lease.

     Section 17.8 Headings.

         The Table of Contents and headings of the various Articles and Sections
of this Lease are for convenience of reference only and shall not modify, define
or limit any of the terms or provisions hereof.


     Section 17.9 Counterparts.

         This  Lease  may  be  executed  by  the  parties   hereto  in  separate
counterparts, each of which when so executed and delivered shall be an original,
but all  such  counterparts  shall  together  constitute  but  one and the  same
instrument.

     Section 17.10  GOVERNING LAW.

         THIS LEASE  SHALL IN ALL  RESPECTS  BE GOVERNED  BY, AND  CONSTRUED  IN
ACCORDANCE  WITH,  THE LAWS OF THE STATE OF TENNESSEE  APPLICABLE  TO AGREEMENTS
MADE AND TO BE  PERFORMED  ENTIRELY  WITHIN  SUCH  STATE,  EXCEPT AS TO  MATTERS
RELATING TO THE CREATION OF THE LEASEHOLD OR MORTGAGE ESTATES HEREUNDER, AND THE
EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT THERETO, WHICH SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATES IN WHICH SUCH ESTATES ARE
LOCATED.

     Section 17.11 Discharge of Lessee's  Obligations by its Subsidiaries or
             Affiliates.

         Lessor agrees that performance of any Lessee's obligations hereunder by
one or  more of  such  Lessee's  Subsidiaries  or  Affiliates  or one or more of
Lessee's  sublessees  of  the  Leased  Properties  or  any  part  thereof  shall
constitute performance by Lessee of such obligations to the same extent and with
the same effect  hereunder as if such obligations were performed by such Lessee,
but no such  performance  shall  excuse  any  Lessee  from  any  obligation  not
performed by it or on its behalf under the Operative Documents.

     Section 17.12 Liability of Lessor Limited.

         Except as otherwise  expressly provided below in this Section 17.12, it
is expressly understood and agreed by and between each Lessee,  Lessor and their
respective  successors  and  assigns  that  nothing  herein  contained  shall be
construed as creating any liability of Lessor or any of its Affiliates or any of
their  respective  officers,  directors,  employees or agents,  individually  or
personally,  for any failure to perform any covenant, either express or implied,
contained  herein,  all such liability  (other than that resulting from Lessor's
gross negligence or willful  misconduct,  except to the extent imputed to Lessor
by virtue of any Lessee's  action or failure to act),  if any,  being  expressly
waived by each Lessee and by each and every Person now or hereafter claiming by,
through or under any Lessee, and that, so far as Lessor or any of its Affiliates
or  any  of  their  respective   officers,   directors,   employees  or  agents,
individually  or personally,  is concerned,  each Lessee and any Person claiming
by,  through or under any  Lessee  shall  look  solely to the  right,  title and
interest  of  Lessor  in and to the  Leased  Properties  and any  proceeds  from
Lessor's sale or encumbrance thereof (provided, however, that no Lessee shall be
entitled to any double  recovery) for the  performance of any  obligation  under
this  Lease  and under  the  Operative  Documents  and the  satisfaction  of any
liability  arising  therefrom  (other than that  resulting  from Lessor's  gross
negligence  or willful  misconduct,  except to the  extent  imputed to Lessor by
virtue of any Lessee's action or failure to act).

     Section 17.13 Estoppel Certificates.

         Each party hereto  agrees that at any time and from time to time during
the Lease Term,  it will  promptly,  but in no event later than thirty (30) days
after request by the other party  hereto,  execute,  acknowledge  and deliver to
such other party or to any prospective  purchaser (if such prospective purchaser
has signed a commitment  or letter of intent to purchase any Leased  Property or
any part thereof or any Note),  assignee or mortgagee or third party  designated
by such other party, a certificate stating (a) that this Lease is unmodified and
in force and effect (or if there have been modifications,  that this Lease is in
force and effect as modified, and identifying the modification agreements);  (b)
the date to which  Basic  Rent has been  paid;  (c)  whether or not there is any
existing  default by any Lessee in the payment of Basic Rent or any other sum of
money  hereunder,  and  whether  or not there is any other  existing  default by
either party with respect to which a notice of default has been served,  and, if
there is any such default, specifying the nature and extent thereof; (d) whether
or not, to the  knowledge  of the signer  after due  inquiry and  investigation,
there are any setoffs,  defenses or  counterclaims  against  enforcement  of the
obligations to be performed  hereunder  existing in favor of the party executing
such certificate and (e) other items that may be reasonably requested;  provided
that no such certificate may be requested unless the requesting party has a good
faith reason for such request.

     Section 17.14 No Joint Venture.

         Any intention to create a joint venture, partnership or other fiduciary
relationship between Lessor and any Lessee is hereby expressly disclaimed.

     Section 17.15 No Accord and Satisfaction.

         The acceptance by Lessor of any sums from any Lessee  (whether as Basic
Rent or otherwise) in amounts which are less than the amounts due and payable by
the Lessees hereunder is not intended, nor shall be construed,  to constitute an
accord and  satisfaction of any dispute between Lessor and any Lessee  regarding
sums due and payable by any Lessee hereunder,  unless Lessor  specifically deems
it as such in writing.

     Section 17.16  No Merger.

         In no event  shall the  leasehold  interests,  estates or rights of any
Lessee  hereunder,  or of the holder of any Notes secured by a security interest
in this Lease,  merge with any  interests,  estates or rights of Lessor in or to
the  Leased  Properties,  it being  understood  that such  leasehold  interests,
estates  and  rights of each  Lessee  hereunder,  and of the holder of any Notes
secured by a security interest in this Lease, shall be deemed to be separate and
distinct  from  Lessor's  interests,  estates  and  rights  in or to the  Leased
Properties,  notwithstanding that any such interests, estates or rights shall at
any time or times be held by or vested in the same person,  corporation or other
entity.

     Section 17.17  Survival.

         The  obligations of each Lessee to be performed  under this Lease prior
to the Lease Termination Date and the obligations of Lessee pursuant to Articles
III, X, XI, XIII,  Sections 14.2, 14.3, 14.4, 14.5, 14.8,  Articles XV, and XVI,
and Sections 17.10 and 17.12 shall survive the expiration or termination of this
Lease.  The extension of any applicable  statute of  limitations by Lessor,  any
Lessee, the Agent or any Indemnitee shall not affect such survival.

     Section 17.18 Chattel Paper.

         To the extent that this Lease  constitutes  chattel paper (as such term
is defined in the Uniform  Commercial Code in any applicable  jurisdiction),  no
security  interest  in  this  Lease  may be  created  through  the  transfer  or
possession of any counterpart  other than the sole original  counterpart,  which
shall be identified as the original counterpart by the receipt of the Agent.

     Section 17.19 Time of Essence.

         Time is of the essence of this Lease.


     Section 17.20  Recordation of Lease.

         Each Lessee will,  at its expense,  cause this Lease or a memorandum of
lease in form and substance  reasonably  satisfactory  to Lessor and such Lessee
(if permitted by Applicable  Law) to be recorded in the proper office or offices
in the States and the municipalities in which the Land is located.


Section 17.21  Investment  of Security  Funds.

         The  parties  hereto  agree that any  amounts  not  payable to a Lessee
pursuant to any provision of Article VIII, X or XIV or this Section 17.21 solely
because an Event of Default shall have occurred and be continuing  shall be held
by the Agent (or Lessor if the Loans have been fully paid) as  security  for the
obligations  of the  Lessees  under this Lease and the Master  Agreement  and of
Lessor under the Loan  Agreement.  At such time as no Event of Default  shall be
continuing  such  amounts are payable to the Lessee,  such  amounts,  net of any
amounts  previously applied to the Lessees'  obligations  hereunder or under the
Master  Agreement  (which  application is hereby agreed to by Lessee),  shall be
paid to the related  Lessee.  Any such  amounts  which are held by the Agent (or
Lessor if the Loans  have been fully  paid)  pending  payment to a Lessee  shall
until paid to such Lessee,  as provided  hereunder or until applied  against the
Lessees'  obligations  herein and under the Master  Agreement and distributed as
provided in the Loan  Agreement or herein (after the Loan Agreement is no longer
in effect) in connection with any exercise of remedies hereunder, be invested by
the  Agent or  Lessor,  as the case may be,  as  directed  from  time to time in
writing by Lessee (provided, however, if an Event of Default has occurred and is
continuing  it will be  directed  by the Agent or, if the Loans  have been fully
paid,  Lessor)  and  at the  expense  and  risk  of the  Lessees,  in  Permitted
Investments.  Any gain (including  interest  received) realized as the result of
any such  investment (net of any fees,  commissions and other expenses,  if any,
incurred in connection with such investment) shall be applied in the same manner
as the principal invested. Lessees upon demand shall pay to the Agent or Lessor,
as  appropriate,  the amount of any loss  incurred in  connection  with all such
investments and the liquidation thereof.

     Section 17.22 Ground Leases: IDB Documentation.

         Each Lessee will, at its expense, timely perform all of the obligations
of Lessor,  in its  capacity as ground  lessee,  under each Ground Lease and all
obligations  under any IDB  Documentation  and,  if  requested  by Lessor  shall
provide satisfactory evidence to Lessor of such performance.

     Section 17.23  Land and Building.

         If any  Building  and the Land on which such  Building  is located  are
subject to  separate  Lease  Supplements,  at any time that the  related  Lessee
exercises  an option to purchase  such  Building or such Land,  or to renew this
Lease with  respect to such  Building or such Land,  or is obligated to purchase
such  Building or such Land as a result of an Event of Loss,  an Event of Taking
or an Event of Default,  such purchase or renewal  shall be made  simultaneously
with respect to all of such Building and such Land.


     Section 17.24  Joint and Several.

         Each  obligation of each Lessee  hereunder shall be a joint and several
obligation of all of the Lessees.



                            [Signature page follows]

<PAGE>


                                      LEASE
                                    AGREEMENT

         IN  WITNESS  WHEREOF,  the  undersigned  have each  caused  this  Lease
Agreement to be duly  executed and  delivered  and attested by their  respective
officers thereunto duly authorized as of the day and year first above written.




<PAGE>



Witnessed:                                           DOLLAR GENERAL CORPORATION,
                                                     as a Lessee
By:________________________________
Name:_____________________________

                                               By: _____________________________
                                               Name:____________________________
                                               By:______________________________
                                               Title:___________________________

Name:_____________________________


<PAGE>



Witnessed:                                     ATLANTIC FINANCIAL GROUP, LTD.,
                                               as Lessor

By:_______________________________             By:  Atlantic Financial Managers,
Name:____________________________                   Inc., its General Partner


By:_______________________________             By:______________________________
Name:_____________________________             Name: Stephen Brookshire
                                               Title: President

<PAGE>


STATE OF _________________  )
                                             )  ss.:
COUNTY OF ________________  )


         The foregoing Lease was acknowledged  before me, the undersigned Notary
Public,  in  the  County  of  ______________,  ____  ____,  this  _____  day  of
__________,  _______________, by _____________________,  as ____________________
of Atlantic  Financial  Managers,  Inc.,  a Texas  corporation  which is general
partner of Atlantic  Financial  Group,  Ltd., on behalf of such  corporation  as
general partner of such partnership.



[Notarial Seal]                                   ___________________________
                                                              Notary Public


My commission expires:  _____________




<PAGE>



STATE OF _________________  )
                                             )  ss.:
COUNTY OF ________________  )


         The foregoing Lease was acknowledged  before me, the undersigned Notary
Public, in the County of ______________, ___ ____, this _____ day of __________,
__________, by ___________,  as _____________,  of Dollar General Corporation, a
Tennessee corporation, on behalf of the corporation.


[Notarial Seal]                              ______________________________
                                                              Notary Public


My commission expires:  ______________




<PAGE>


Receipt  of  this  original   counterpart  of  the  foregoing  Lease  is  hereby
acknowledged as of the date hereof.

                                               SUNTRUST BANK, NASHVILLE, N.A.,
                                               as the Agent


                                               By: _____________________________
                                               Name:____________________________
                                                Title:__________________________



                                               By: _____________________________
                                               Name:____________________________
                                               Title:___________________________

<PAGE>



Recording requested by     EXHIBIT A TO
and when recorded mail to:  THE LEASE


                 LEASE SUPPLEMENT NO. __ AND MEMORANDUM OF LEASE

         THIS LEASE SUPPLEMENT NO. __ (this "Lease Supplement") dated as of [ ],
between ATLANTIC  FINANCIAL GROUP,  LTD., as lessor (the "Lessor"),  and [DOLLAR
GENERAL CORPORATION, a Tennessee corporation,] as lessee (the "Related Lessee").

         WHEREAS  Lessor is the owner of the Land described on Schedule I hereto
and wishes to lease the Land together  with any Building and other  improvements
thereon or which thereafter may be constructed  thereon pursuant to the Lease to
Lessee;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements  herein  contained  and other good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

         SECTION 1.  Definitions;  Interpretation.  For  purposes  of this Lease
Supplement, capitalized terms used herein and not otherwise defined herein shall
have the meanings  assigned to them in Appendix A to the Lease Agreement,  dated
as of June 11, 1999,  among the Lessees named therein and Lessor;  and the rules
of interpretation set forth in Appendix A to the Lease shall apply to this Lease
Supplement.

         SECTION  2.  The  Properties.  Attached  hereto  as  Schedule  I is the
description  of  certain  Land  (the  "Subject  Property").  Effective  upon the
execution and delivery of this Lease Supplement by Lessor and Lessee, such Land,
together with any Building and other  improvements  thereon or which  thereafter
may be  constructed  thereon shall be subject to the terms and provisions of the
Lease and Lessor hereby  grants,  conveys,  transfers and assigns to the Related
Lessee those interests,  rights, titles, estates, powers and privileges provided
for in the Lease with respect to the Subject Property.

         SECTION  3.  Amendments  to Lease with  Respect  to  Subject  Property.
Effective upon the execution and delivery of this Lease Supplement by Lessor and
the Related Lessee,  the following terms and provisions shall apply to the Lease
with respect to the Subject Property:

                    [Insert Applicable Sections per Local Law
                                        as contemplated by the Master Agreement]

         SECTION 4. Ratification; Incorporation. Except as specifically modified
hereby,  the terms and provisions of the Lease are hereby ratified and confirmed
and remain in full force and effect.  The terms of the Lease (as amended by this
Lease  Supplement)  are by this  reference  incorporated  herein and made a part
hereof.

         SECTION 5. Original Lease  Supplement.  The single executed original of
this  Lease  Supplement  marked  "THIS  COUNTERPART  IS  THE  ORIGINAL  EXECUTED
COUNTERPART"  on the signature  page thereof and  containing  the receipt of the
Agent  therefor on or following the signature page thereof shall be the original
executed   counterpart  of  this  Lease   Supplement  (the  "Original   Executed
Counterpart").  To the extent  that this Lease  Supplement  constitutes  chattel
paper,  as such term is defined in the Uniform  Commercial  Code as in effect in
any applicable  jurisdiction,  no security interest in this Lease Supplement may
be created through the transfer or possession of any counterpart  other than the
Original Executed Counterpart.

         SECTION 6.  GOVERNING LAW. THIS LEASE  SUPPLEMENT  SHALL BE GOVERNED BY
AND  CONSTRUED  IN  ACCORDANCE  WITH  THE LAW OF THE  STATE  OF  TENNESSEE,  BUT
EXCLUDING  ALL OTHER  CHOICE OF LAW AND  CONFLICTS  OF LAW RULES OF SUCH  STATE,
EXCEPT AS TO MATTERS  RELATING TO THE  CREATION OF THE  LEASEHOLD  AND  MORTGAGE
ESTATES HEREUNDER, AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT THERETO,
WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE
IN WHICH SUCH ESTATES ARE LOCATED.

SECTION  7. Counterpart Execution.  This Lease Supplement may be executed in any
         number of  counterparts  and by each of the parties  hereto in separate
         counterparts,  all such counterparts  together constituting but one and
         the same instrument.




<PAGE>


         IN WITNESS  WHEREOF,  each of the parties  hereto has caused this Lease
Supplement to be duly executed by an officer thereunto duly authorized as of the
date and year first above written.

Witnessed:                                     ATLANTIC FINANCIAL GROUP, LTD.,
                                               as the Lessor


                                               By: Atlantic Financial Managers,
By:_________________________________
Name:_______________________________


By:                                            By:______________________________
   ---------------------------------
Name:______________________________            Name:____________________________
                                               Title:___________________________



<PAGE>


Witnessed:                                     DOLLAR GENERAL CORPORATION,
                                               as Related Lessee


By: __________________________________         By:______________________________
Name:________________________________          Name:____________________________
                                               Title:___________________________
By: __________________________________
Name:________________________________





<PAGE>


STATE OF _________________ )
                                            )  ss.:
COUNTY OF ________________ )


         The foregoing Lease was acknowledged  before me, the undersigned Notary
Public,  in  the  County  of  ______________,  ____  ____,  this  _____  day  of
__________,  _______________, by _____________________,  as ____________________
of Atlantic  Financial  Managers,  Inc.,  a Texas  corporation  which is general
partner of Atlantic  Financial  Group,  Ltd., on behalf of such  corporation  as
general partner of such partnership.



[Notarial Seal]                             ___________________________
                                                          Notary Public


My commission expires:  _____________






<PAGE>



STATE OF _________________ )
                                            )  ss.:
COUNTY OF ________________ )


         The foregoing Lease was acknowledged  before me, the undersigned Notary
Public, in the County of ______________, ___ ____, this _____ day of __________,
__________, by ___________,  as _____________,  of Dollar General Corporation, a
Tennessee corporation, on behalf of the corporation.


[Notarial Seal]                             ______________________________
                                                             Notary Public


My commission expires:  ______________


<PAGE>


Receipt of this original counterpart of the foregoing Lease Supplement is hereby
acknowledged as of the date hereof.


                                                 SUNTRUST BANK, NASHVILLE, N.A.,
                                                 as the Agent


                                                 By: ___________________________
                                                 Name:__________________________
                                                 Title:_________________________



                                                 By: ___________________________
                                                 Name:__________________________
                                                 Title:_________________________