<PAGE>

                                                                 EXHIBIT 10.9(a)

                                 GROUND LEASE

                                    between

                   SOUTHERN STATES COOPERATIVE, INCORPORATED

                                   as Lessor

                                      and

                      GOLD BOND STAMP COMPANY OF GEORGIA

                                   as Lessee

                          Dated: as of July 15, 1977

                         Location: Richmond, Virginia.
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 Number
                                                                                                 ------
<S>                                                                                              <C>
1.       DEMISE OF PREMISES....................................................................    1

2.       CERTAIN DEFINITIONS...................................................................    2

3.       TITLE AND CONDITION...................................................................    4

4.       USE OF PROPERTY; QUIET ENJOYMENT......................................................    5

5.       TERM..................................................................................    5

6.       RENT..................................................................................    5

7.       NET LEASE; NON-TERMINABILITY..........................................................    6

8.       TAXES AND ASSESSMENTS; COMPLIANCE WITH LAW............................................    7

9.       LIENS.................................................................................    8

10.      INDEMNIFICATION.......................................................................    9

11.      MAINTENANCE AND REPAIR................................................................   10

12.      ALTERATIONS, RELEASE OF LAND AND REDUCTION
         OF BASIC RENT.........................................................................   10

13.      CONDEMNATION..........................................................................   12

14.      CASUALTY..............................................................................   16

15.      ASSIGNMENT, SUBLETTING AND MORTGAGING.................................................   17

16.      PERMITTED CONTESTS....................................................................   17

17.      CONDITIONAL LIMITATIONS; DEFAULT PROVISION............................................   20

18.      ADDITIONAL RIGHTS OF LESSOR...........................................................   26

19.      NOTICES...............................................................................   26
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                               <C>
20.      ESTOPPEL CERTIFICATES.................................................................   27

21.      NO MERGER.............................................................................   29

22.      SURRENDER.............................................................................   30

23.      SEPARABILITY..........................................................................   30

24.      RIGHTS OF MORTGAGEE...................................................................   31

25.      APPRAISERS............................................................................   34

26.      THE SUBLEASE..........................................................................   35

27.      ATTORNMENT OF SUBLESSEE; NO PERSONAL LIABILITY
         OF LESSEE.............................................................................   38

28.      OPTION TO PURCHASE....................................................................   39

29.      TERMINATION OF OPTIONS................................................................   41

30.      TERMINATION OF AGREEMENT FOR LEASE AND
         DEVELOPMENT...........................................................................   42

31.      TERMINATION DATE AGREEMENT............................................................   42

32.      BINDING EFFECT........................................................................   42

33.      HEADINGS..............................................................................   43

34.      GOVERNING LAW.........................................................................   43

35.      SCHEDULES.............................................................................   43

                                         Schedule A-1 Description of Land......................   44

                                                  A-2  Permitted Encumbrances..................   46

                                                  A-3  Lessee's Equipment......................   47
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                               <C>
                                                  B    Description of Improvements.............   48

                                                  C    Lease Term and Rent.....................   49

         SIGNATURE PAGE........................................................................   50

         ACKNOWLEDGEMENTS......................................................................   51
</TABLE>
<PAGE>

          THIS LEASE, dated as of July 15, 1977, between SOUTHERN STATES
COOPERATIVE, INCORPORATED, a Virginia Corporation (herein, together with its
successors and assigns, called "Lessor") having an address at Seventh and Main
Streets, P. O. Box 1656, Richmond, Virginia 23213, and GOLD BOND STAMP COMPANY
OF GEORGIA, a New Jersey corporation, (herein, together with its successors and
assigns, called "Lessee") having an address at 12755 State Highway 55,
Minneapolis, Minnesota.

1.   Demise of Premises.
     ------------------

     (a)  In consideration of rents and covenants herein stipulated to be paid
and performed and upon the terms and conditions hereinafter specified, Lessor
hereby demises and lets to Lessee, for the term hereinafter described, the
premises consisting of

          (i)  the parcel of land described in Schedule A-I hereto, and

          (ii) all easements, rights and appurtenances relating to such parcel,
     but not including Improvements as hereinafter defined such premises being
     herein called the "Leased Premises".

     (b)  Lessee shall improve the Leased Premises through the construction of
the Improvements (hereinafter defined) as described in Schedule B hereto. Such
Improvements shall be completed in a good and workmanlike manner, and shall be
completed expeditiously in compliance with all laws, ordinances, orders, rules,
regulations and requirements applicable thereto. All work done in connection
with such Improvements shall comply with the requirements of any insurance
policy required to be maintained by Lessee hereunder. Lessee shall promptly pay
all costs and expenses of such Improvements, shall discharge all liens (other
than the Mortgage hereinafter defined) filed against the Leased Premised arising
out of the same and shall procure and
<PAGE>

pay for all permits and licenses required in connection with such Improvements.
Lessee shall deliver to Lessor immediately after substantial completion of such
construction a Certificate duly executed on behalf of Lessee to the effect that

          (i)  such construction has been completed in a manner satisfactory to
     it; and

          (ii) all building permits and certificates of occupancy, if any are
     required, have been obtained and that all applicable zoning and use laws,
     ordinances, regulations and agreements permit the use of the Property, as
     hereinafter defined, for the purposes contemplated.

2.   CERTAIN DEFINITIONS.
     -------------------

     (a)  The term "Improvements" means, an office building consisting of the
buildings, structures and other improvements on the Leased Premises at the date
hereof, if any, and hereafter erected thereon, together with all equipment
fixtures and items of personal property attached to or used in the operation or
maintenance of the improvements now or hereafter on the Leased Premises and
owned by Lessee, specifically including, but not limited to, those items
enumerated on Schedule A-3 hereto, which building equipment is used in the
operation and maintenance of the Leased Premises or of any building, structure
or other improvement thereon and which may or may not be affixed to the Leased
Premises, including without limitation, fixtures, machinery, elevators, air-
conditioning systems and equipment and all additions, alterations, restorations
and repairs to and replacements of any of the foregoing (but not including trade
fixtures, machinery and equipment and/or computers which are the property of a
sublessee or third parties).

                                      -2-
<PAGE>

     (b)  The term "Lessee" means, the lessee in possession under this Lease and
shall include any successor assignees of Lessee's interest in this Lease.

     (c)  The term "Lessee's Estate" means, all the right, title and interest of
Lessee in the Property.

     (d)  The term "Lessor's Estate" means, all the right, title and interest of
Lessor in the Leased Premises.

     (e)  The term "Mortgage" means, the Deed of Trust from Lessee, as grantor
to the Trustees named therein, for the benefit of The Lincoln National Life
Insurance Company and upon discharge thereof any deed of trust, mortgage or
other security instrument which creates a first lien on Lessee's Estate.

     (f)  The term "Mortgagee" means, the mortgagee or a beneficiary, under any
Mortgage.

     (g)  The term "Property" means, the Leased Premises and Improvements,
collectively.

     (h)  The term "Sublease" means, any lease of the Improvements and sublease
of the Leased Premises.

     (i)  The term "Sublessee" means, any lessee under a Sublease.

     (j)  The term "Notes" means, any notes which are secured by a Mortgage.

3.   TITLE AND CONDITION
     -------------------

          The Leased Premises are demised and let subject to

                                      -3-
<PAGE>

     (i)   the rights of any parties in possession thereof and the existing
           state of the title thereof as of the commencement of the term of this
           Lease,

     (ii)  any state of facts which an accurate survey or physical inspection
           thereof might show, and

     (iii) all zoning regulations, restrictions, rules and ordinances, building
           restrictions and other laws and regulations now in effect or
           hereafter adopted by any governmental authority having jurisdiction
           over the Property.

4.   USE OF PROPERTY; QUIET ENJOYMENT.
     --------------------------------

     (a)  Lessee may occupy and use the Property for an office building and for
any other lawful purpose.

     (b)  If and so long as Lessee shall observe and perform all covenants,
agreements and obligations required to be observed and performed by it
hereunder, Lessor warrants peaceful and quiet occupation and enjoyment of the
Leased Premises by Lessee; however, Lessor and its agents may enter upon and
inspect the Leased Premises at reasonable times.

5.   TERM.
     ----

     Subject to other terms, covenants, agreements and conditions contained
herein, Lessee shall have and hold the Leased Premises for a term which shall
commence and expire on the dates set forth in Schedule C hereto.

6.   RENT.
     ----

                                      -4-
<PAGE>

     (a)  Lessee covenants to pay to Lessor, as rent for the Leased Premises
during the term of this Lease, the respective amounts set forth in Schedule C
hereto (herein called the "Basic Rent") on the dates set forth in Schedule C
(herein called the "Basic Rent Payment Dates") in lawful money of the United
States of America at Lessor's address set forth above or at such other place or
to such other person as Lessor from time to time may designate in writing.

     (b)  Lessee covenants to pay and discharge, when the same shall become due,
as additional rent, all other amounts, liabilities and obligations which Lessee
assumes or agrees to pay or discharge pursuant to this Lease, together with
every fine, penalty, interest and cost which may be added for non-payment or
late payment thereof and, in the event of any failure by Lessee to pay or
discharge any of the foregoing, Lessor shall have all rights, powers and
remedies provided herein, by law or otherwise in the case of non-payment of the
Basic Rent (provided, however, that amounts payable as liquidated damages
pursuant to Paragraph 17(f) shall not constitute additional rent).

7.   NET LEASE; NON TERMINABILITY.
     ----------------------------

    This Lease is a net lease, and, except as otherwise expressly provided
herein, any present or future law to the contrary notwithstanding, Lessee shall
not be entitled to any abatement, reduction, set-off, counterclaim, release or
reduction with respect to any Basic Rent, additional rent or other sum payable
hereunder, nor shall the obligations of Lessee hereunder be affected, by reason
of: any damage to or destruction of the Premises; any taking of the Premises or
any part thereof by condemnation or otherwise; any prohibition, limitation,
restriction or prevention of Lessee's use, occupancy or enjoyment of the
Premises, or any interference with such use, occupancy or enjoyment by any
person; any

                                     -5-
<PAGE>

eviction by paramount title or otherwise, any default by Lessor hereunder or
under any other agreement, the impossibility or illegality of performance by
Lessor, Lessee or both; any action of any governmental authority; or any other
cause whether similar or dissimilar to the foregoing. The parties intend that
the obligations of Lessee hereunder shall be separate and independent covenants
and agreements and shall continue unaffected unless such obligations shall have
been modified or terminated pursuant to an express provision of this Lease.

8.   TAXES AND ASSESSMENTS; COMPLIANCE WITH LAW.
     ------------------------------------------

     (a)  Lessee shall pay: (i) all taxes, assessments, levies, fees, water and
sewer rents and charges, and all other governmental charges, general and
special, ordinary and extraordinary, foreseen and unforeseen, which are, at any
time prior to or during the term hereof, imposed or levied upon or assessed
against (A) the Property, (B) any Basic Rent, additional rent or other sum
payable hereunder or (C) this Lease or the leasehold estate hereby created or
which arise in respect of the operation, possession or use of the Property; (ii)
all gross receipts or similar taxes imposed or levied upon, assessed against or
measured by any Basic Rent, additional rent or other sum payable hereunder;
(iii) all sales, use and similar taxes at any time levied, assessed or payable
on account of the acquisition, leasing or use of the Property; and (iv) all
charges for utilities serving the Property. Lessee shall not be required to pay
any franchise, estate, inheritance, transfer, income or similar tax of Lessor
(other than any tax referred to in clause (ii) above. Lessee will furnish to
Lessor, promptly after demand therefor, proof of payment of all items referred
to above which are payable by Lessee. If any such assessment may legally be paid
in installments, Lessee may pay such assessment in installments; in such event,

                                      -6-
<PAGE>

Lessee shall be liable only for installments which become due and payable during
the term hereof.

     (b)  Lessee shall comply with and cause the Property to comply with (i) all
statutes, laws, rules, orders, regulations or ordinances applicable to the
Property or the use thereof and (ii) all contracts (including insurance
policies), agreements and restrictions applicable to the Property as the
ownership, occupancy or use thereof, including but not limited to all such
statutes, laws, rules, orders, regulations or ordinances, requirements,
contracts, agreements and restrictions which require structural, unforeseen or
extraordinary changes to the Improvements.

9.   LIENS.
     -----

     Lessee will not directly or indirectly create or permit to be created or to
remain, and will promptly discharge, at its expense, any mortgage, lien,
encumbrance or charge on, pledge of, or conditional sale or other title
retention agreement with respect to the Property or any part thereof or Lessee's
interest therein or the Basic Rent or additional rent payable under this Lease,
other than the Mortgage, Permitted Encumbrances as defined in Schedule A-2
attached hereto, and any mortgage, lien, encumbrance or other charge on, pledge
of, or conditional sale or any other title retention agreement created by or
resulting from any act of or failure to act by Lessor. The existence of any
mechanic's, laborer's, materialman's, supplier's or vendor's lien, or any right
in respect thereof, shall not constitute a violation of this Paragraph 9, if
payment is not yet due upon the contract or for the goods or services in respect
of which any such lien has arisen. Nothing contained in this Lease shall be
construed as constituting the consent or request of Lessor, expressed or
implied, to or for the performance of any labor or services or the furnishing

                                      -7-
<PAGE>

of any goods or materials by any contractor, sub-contractor, laborer,
materialman or vendor.

10.  INDEMNIFICATION.
     ---------------

     Lessee shall defend all actions against Lessor with respect to, and shall
pay, protect, indemnify and save harmless Lessor from and against, any and all
liabilities, losses, damages, costs, expenses (including reasonable attorneys'
fees and expenses), causes of action, suits, claims, demands or judgments of any
nature arising from (i) injury to or death of any person, or damage to or loss
of property, on the Property or on adjoining sidewalks, streets or ways, or
connected with the use, condition or occupancy of any thereof, (ii) violation of
this Lease, (iii) any act or omission of Lessee or its agents, contractors,
licensees, sublessees or invitees, and (iv) any contest referred to in Paragraph
16.

11.  MAINTENANCE AND REPAIR.
     ----------------------

     Lessee will maintain at its expense the Property in good repair and
condition, except for ordinary wear and tear, and will make with reasonable
promptness all structural and non-structural, foreseen and unforeseen and
ordinary and extraordinary changes and repairs which may be required to keep the
Property in good repair and condition. Lessor shall not be required to maintain,
repair or rebuild the Improvements or to maintain the Property, and Lessee
waives the right to make repairs at the expense of Lessor pursuant to any law at
any time in effect.

12.  ALTERATIONS, RELEASE OF LAND AND REDUCTION OF BASIC RENT.
     --------------------------------------------------------

                                      -8-
<PAGE>

     (a)  Lessee may, without expense to Lessor, make additions to and
alterations of the Improvements at any time located or constructed on the Leased
Premises, and Lessee may make substitutions and replacements for the same,
provided that

          (i)   the market value of the Leased Premises shall not be lessened by
      reason of any such addition, alteration, substitution or replacement,

          (ii)  the foregoing actions shall be performed in a good and
      workmanlike manner, and

          (iii) such additions, substitutions and replacements shall be
      expeditiously completed in compliance with all laws, ordinances, orders,
      rules, regulations and requirements applicable thereto.

Lessee shall promptly pay all costs and expenses of each such addition,
alteration, substitution or replacement and subject to Paragraph 9 shall
discharge all liens filed against the Property arising out of the same. Lessee
shall procure and pay for all permits and licenses required in connection with
any such addition, alteration, substitution or replacement.

     (b)  Lessee may, at its expense,

          (i)  construct upon the Leased Premises any additional buildings,
      structures or other improvements and

          (ii) install, assemble or place upon the Leased Premises any items of
      machinery or equipment used or useful in Lessee's business, in each case
      upon compliance with all the terms and conditions set forth in Paragraph
      12(a).

                                      -9-
<PAGE>

     (c)  In the event any Sublessee is entitled pursuant to the Sublease to a
release therefrom of any portion of the Leased Premises necessary for the
construction and operation of proposed additional improvements, Lessor and
Lessee will release such portion of the Leased Premises from the terms of this
Lease and the Basic Rent shall thereafter be reduced in the proportion that the
area of the released portion bears to the area of the Leased Premises covered by
this Lease immediately prior to such release.

13.  CONDEMNATION.
     ------------

     (a)  If a portion of the Leased Premises shall be taken in or by
condemnation or other eminent domain proceedings pursuant to any law, general or
special, Lessee shall have the option, at its expense, to repair any damage to
the Leased Premises caused by such taking in conformity with the requirements of
Paragraph 11(a) promptly after such taking so that, after the completion of such
repair, the Leased Premises shall be, as nearly as practicable, in its condition
immediately prior to such taking.

     (b)  Except as herein otherwise specifically provided, if a portion of the
Leased Premises shall be taken as aforesaid, this Lease shall continue but the
Basic Rent thereafter payable by Lessee shall be reduced from the date of each
such partial taking by an amount equal to the product of the Basic Rent payable
at the time of each such taking multiplied by a fraction, the numerator of which
is the area of the Leased Premises taken and the denominator of which is the
area of the Leased Premises immediately prior to such taking.

     (c)  If the entire Leased Premises shall be taken in or by condemnation or
other eminent domain proceedings under any law, general or special (other than a
taking for

                                     -10-
<PAGE>

temporary use), this Lease shall terminate on the date of the termination of the
Sublease occasioned by such taking, except with respect to obligations and
liabilities of Lessee under this Lease, actual or contingent, which have arisen
on or prior to such date of termination, upon payment by Lessee of

          (i)  all Basic Rent due with respect to the period during which this
     Lease is in effect, and

          (ii) all other sums due and payable by it under this Lease to and
     including such date, and Lessee shall not be required to repair the
     Property pursuant to Paragraph 12(a).

          If at the time of a taking (other than a taking for temporary use)
     under such proceedings of any substantial portion of the Property which is
     sufficient, in the good faith judgment of Lessee, to render the remaining
     portion thereof uneconomic for Lessee's continued use or occupancy, Lessee,
     at its election, may give written notice to Lessor of the termination of
     this Lease on any date for the payment of Basic Rent after the date of such
     taking (but not less than thirty (30) days after such taking) provided that
     the Sublease shall have terminated on or by such date, and this Lease shall
     terminate as of the date specified in such notice.

     (d)  All awards and payments made on account of any taking of the Property
in condemnation or other eminent domain proceedings shall be paid as follows:

          (i)  if on account of the Leased Premises, to Lessor, and, if on
     account of the Improvements, to Lessee; or

                                     -11-
<PAGE>

          (ii) if the award cannot be so allocated by the condemning authority
     or the court before which such action is pending, to Lessor and Lessee in
     proportion to the fair market value of the Leased Premises and the
     Improvements, respectively, determined as of the date prior to such taking
     as if this Lease had not been and would not be terminated by reason of such
     taking. If Lessor and Lessee are unable to agree upon such respective
     values, such values shall be determined by appraisal within a reasonable
     time in accordance with Paragraph 25 and the fees for such appraisal shall
     be deducted from the awards and payments made with respect to the Property
     prior to the disbursement of such awards and payments in accordance with
     this clause, provided, however, that all payments to be made under this
     Paragraph 13(d) shall be subject to the provisions of the Sublease and the
     Mortgage, as long as the same are in effect. For the purposes of this
     Lease, all amounts payable pursuant to any agreement with any condemning
     authority which has been made in settlement of or under threat of such
     taking shall be deemed to constitute an award made in such proceeding.

     (e)  In the event of a taking in or by such proceedings of all or any
portion of the Leased Premises for temporary use, this Lease shall continue in
full effect without reduction or abatement of Basic Rent and additional rent,
and Lessee, subject to the provisions of the Sublease and the Mortgage, as long
as the same are in effect, shall be entitled, after paying the reasonable
expenses of Lessor, Lessee and the Mortgagee incurred in collecting the same, to
make claim for, recover and retain any awards or proceeds made on account
thereof, whether in the form of rents or otherwise, unless such period of
temporary use or occupancy shall extend beyond the term of this Lease, in

                                     -12-
<PAGE>

which case such awards or proceeds, after deducting the cost of repairs made to
the Improvements by Lessee by reason thereof, shall be apportioned between
Lessor and Lessee as of such date of expiration of the term of this Lease.

     (f)  In the event of the termination of the Sublease as the result of the
rejection of the Sublessee's offer to purchase the Property resulting from
condemnation of a portion of the Property, Lessor shall have the right to
terminate this Lease by purchasing Lessee's Estate at its fair market value,
determined as of the date immediately following such damage or destruction.

14.  CASUALTY.
     --------

     (a)  If the improvements shall be substantially damaged or destroyed in any
single casualty during the term hereof so that the Property shall in the
judgment of Lessee, be uneconomic for restoration for Lessee's continued use and
occupancy, then Lessee may give notice to Lessor, within thirty (30) days after
such occurrence, of its intention to terminate this Lease on any business day
specified in such notice which occurs not less than thirty (30) days after the
date of giving of such notice, provided that any Sublease in effect shall have
terminated on or by such date, and this Lease shall terminate on the date
specified in such notice. The entire compensation or proceeds payable in
connection with any damage or destruction of the Improvements shall be payable
to Lessee, provided, however, that all payments to be made under this Paragraph
14 shall be subject to the provisions of the Sublease and the Mortgage, as long
as the same are in effect.

     (b)  In the event of the termination of the Sublease as the result of the
rejection of the Sublessee's offer to purchase the Property resulting from
substantial damage or

                                     -13-
<PAGE>

destruction to the Property, Lessor shall have the right to terminate this Lease
by purchasing Lessee's Estate at its fair market value, determined as of the
date immediately following such damage or destruction.

15.  ASSIGNMENT, SUBLETTING AND MORTGAGING.
     -------------------------------------

     Lessee may assign, transfer, sell, mortgage or pledge the whole or any part
of its interest in this Lease, its interest in the leasehold estate hereby
created and the term hereby demised and let, as security or otherwise, and may
sublet the whole or any part of the Property. Lessee may also mortgage or pledge
its interest in and to any sublease, including without limitation, the Sublease,
and the rentals payable thereunder. Lessee shall, at or prior to the time of any
such assignment, transfer, sale, mortgage, pledge or sublease, give Lessor
notice thereof. Lessor agrees to execute and deliver, at the request of Lessee,
an agreement modifying this Lease and containing such modifications hereof as
may be required by the Mortgagee, provided that such modifications do not

          (i)   increase Lessor's liability hereunder,

          (ii)  reduce or diminish Lessee's obligations hereunder, or

          (iii) release Lessee from any of its obligations hereunder.

16.  PERMITTED CONTESTS.
     ------------------

     Lessee shall not be required to

     (a)  pay any tax, assessment, levy, fee, water or sewer rent or charge
referred to in Paragraph 8(a),

     (b)  comply with any statute, law, rule, order, regulation or ordinance
referred-to in Paragraph 8(b), or

                                     -14-
<PAGE>

     (c)  discharge or remove any lien, encumbrance or charge referred to in
Paragraph 9 or 12(a), so long as Lessee shall contest, in good faith and without
expense to Lessor, the existence, amount or validity thereof, the amount of the
damage caused thereby or the extent of its liability therefor by appropriate
proceedings which shall operate during the pendency thereof to prevent

          (i)   the collection of, or other realization upon the tax,
     assessment, levy, fee, water or sewer rent or charge or lien, encumbrance
     or charge so contested,

          (ii)  the sale, forfeiture or loss of the Property or any part thereof
     or the Basic Rent or any additional rent or any portion thereof to satisfy
     the same or to pay any damages caused by any such encroachment, hindrance,
     obstruction, violation or impairment,

          (iii) any interference with the use or occupancy of the Property or
     any part thereof,

          (iv)  any interference with the payment of the Basic Rent or any
     additional rent or any portion thereof, and

          (v)   in the case of any statute, law, rule, order, regulation or
     ordinance, imposition of any criminal liability upon the Lessor.

     Anything to the contrary notwithstanding in this Paragraph, Lessee shall
also not be required to take any action described in clauses (a) through (c)
above, so long as Lessee or Sublessee shall contest the existence, amount or
validly thereof, the amount of the damage caused thereby or the extent of
Lessee's liability therefor. While any such

                                     -15-
<PAGE>

proceedings are pending, Lessor shall not have the right to pay, remove or cause
to be discharged the tax, assessment, levy, fee, water or sewer rent or charge
or lien, encumbrance or charge thereby contested. Lessee further agrees that
each such contest shall be promptly prosecuted to a final conclusion. Lessee
will pay or cause to be paid and save Lessor harmless from and against any and
all losses, judgments, decrees and costs (including all reasonable attorneys'
fees and expenses) in connection with any such contest and will, promptly after
the final settlement or determination of such contest, fully pay and discharge
the amounts which shall be levied, assessed, charged or imposed or be determined
to be payable therein or in connection therewith, together with all penalties,
fines, interests, costs and expenses thereof or in connection therewith and
perform all acts, the performance of which shall be ordered or decreed as a
result thereof.

17.  CONDITIONAL LIMITATIONS, DEFAULT PROVISION.
     ------------------------------------------

     (a)  Any of the following occurrences or acts shall constitute an event of
default under this Lease: if Lessee, at any time during the continuance of this
Lease (and with regard to subparagraphs l and 2, regardless of the pendency of
any bankruptcy, reorganization, receivership, insolvency or other proceedings,
at law, in equity or before any administrative tribunal, which have or might
have the effect of preventing Lessee from complying with the terms of this
Lease), shall

          (i)   fail to make any payment of Basic Rent, additional rent or other
     sum herein required to be paid by Lessee for ten (10) days after written
     notice thereof, or

                                     -16-
<PAGE>

          (ii)  fail to observe or perform any other provision hereof for thirty
     (30) days after Lessor shall have deliver to Lessee notice of such failure
     (provided that in the case of any default referred to in this clause (2)
     which cannot with diligence be cured within such thirty (30) day period, if
     Lessee shall prosecute promptly to cure the same and thereafter shall
     prosecute the curing of such default with diligence, then upon receipt by
     Lessor of a certificate duly authorized on behalf of Lessee stating the
     reason that such default cannot be cured within thirty (30) days and
     stating that Lessee is proceeding with diligence to cure such default, the
     time within which such failure may be cured shall be extended for such
     period as may be necessary to complete the curing of the same with
     diligence), or

          (iii) shall file a petition in bankruptcy or for reorganization or for
     an arrangement pursuant to any federal or state bankruptcy law or any
     similar federal or state law, or shall be adjudicated a bankrupt or become
     insolvent or shall make an assignment for the benefit of creditors or shall
     admit in writing its inability to pay its debts generally as they become
     due, or if a petition or answer proposing the adjudication or Lessee as a
     bankrupt or its reorganization pursuant to any federal or state bankruptcy
     law or any similar federal or state law shall be filed in any court and
     Lessee shall consent to or acquiesce in the filing thereof or such petition
     or answer shall not be discharged or denied within 90 days after the filing
     thereof or if a receiver, trustee or liquidator of Lessee or of all or
     substantially all of the assets of Lessee or of Lessee's Estate shall be
     appointed in any proceeding brought by Lessee, or if any such receiver,
     trustee or liquidator shall be appointed in any proceeding brought against
     Lessee and shall not be discharged within 90

                                     -17-
<PAGE>

     days after such appointment, or if Lessee shall consent to or acquiesce in
     such appointment.

     Notwithstanding the foregoing, the happening of an act or occurrence
described in this Paragraph 17(a) shall not constitute an event of default under
this Lease if the happening of such act or occurrence has occurred under the
Sublease and constitutes an event of default thereunder on the part of the
Sublessee.

     (b)  If an event of default shall have happened and be continuing Lessor
shall have the right at its election then or at any time thereafter while such
event of default shall continue, to give Lessee written notice of Lessor's
intention to terminate the term of this Lease on a date specified in such
notice. Upon the giving of such notice, the term of this Lease and the estate
hereby granted shall expire and terminate on such date as fully and completely
and with the same effect as if such date were the date herein fixed for the
expiration of the term of this Lease, and all rights of Lessee hereunder shall
expire and terminate, but Lessee shall remain liable as hereinafter provided.
Unless such notice shall have been given, this Lease shall not terminate,
notwithstanding any default under this Lease and the abandonment of the Property
by Lessee. If an event of default shall have happened and be continuing and
Lessee shall have abandoned the Property, Lessor may, at its option, enforce all
of its rights and remedies under this Lease, including the right to receive
Basic Rent, additional rent and all other sums payable hereunder as they become
due. Moreover, Lessor shall be entitled to recover from Lessee all costs of
maintenance and preservation of the Leased Premises, and all costs (including
attorney's and receiver's fees, incurred in connection with the appointment of
and performance by a receiver to protect the Leased Premises and Lessor's
interest under this Lease.

                                     -18-
<PAGE>

     (c)  If an event of default shall have happened and be continuing, Lessor
shall have the immediate right, whether or not the term of this Lease shall have
been terminated pursuant to Paragraph 17(b), to re-enter and repossess the
Property or any part thereof by force, summary proceedings ejectment or
otherwise and the right to remove all persons and property therefrom. Lessor
shall be under no liability for or by reason of any entry, repossession or
removal. No such re-entry or taking of possession of the Property by Lessor
shall be construed as an election on Lessor's part to terminate the term of this
Lease unless a written notice of such intention be given to Lessee pursuant to
Paragraph 17(b), or unless the termination of this Lease be decreed by a court
of competent jurisdiction.

     (d)  At any time or from time to time after the repossession of the
Property or any part thereof pursuant to Paragraph 17(c), whether or not the
term of this Lease shall have been terminated pursuant to Paragraph 17(b),
Lessor may (but shall be under no obligation to) relet the Property or any part
thereof for the account of Lessee, in the name of Lessee or Lessor or otherwise
without notice to Lessee, for such term or terms (which may be greater or less
than the period which would otherwise have constituted the balance of the term
of this Lease) and on such conditions (which may include concessions or free
rent) and for such uses as Lessor, in its absolute discretion, may determine,
and Lessor may collect and receive any rents payable by reason of such
reletting. Lessor shall not be responsible or liable for any failure to relet
the Property or any part thereof or for any failure to collect any rent due upon
such reletting.

     (e)  No expiration or termination of the term of this Lease pursuant to
Paragraph 17(b), by operation of law or otherwise, and no repossession of the
Property or

                                     -19-
<PAGE>

any part thereof pursuant to Paragraph 17(c) or otherwise, and no reletting of
the Property or any part thereof pursuant to Paragraph 17(d), shall relieve
Lessee of its liabilities and obligations hereunder, all of which shall survive
such expiration, termination, repossession or reletting.

     (f)  In the event of any expiration or termination of this Lease or
repossession of the Property or any part thereof by reason of the occurrence of
an event of default, Lessee will pay to Lessor the Basic Rent, additional rent
and other sums required to be paid by Lessee to and including the date of such
expiration termination or repossession; and, thereafter, Lessee shall, until the
end of what would have been the term of this Lease in the absence of such
expiration, termination or repossession, and whether or not the Property or any
part thereof shall have been relet, be liable to Lessor for, and shall pay to
Lessor, as liquidated and agreed current damages

               (A)  the Basic Rent, additional rent and other sums which would
          be payable under this Lease by Lessee in the absence of such
          expiration, termination or repossession, less

               (B)  the net proceeds, if any, of any reletting effected for the
          account of Lessee pursuant to Paragraph 17(d), after deducting from
          such proceeds all Lessor's expenses in connection with such reletting
          (including without limitation, all repossession costs, brokerage
          commissions, legal expenses, attorney's fees, alteration costs and
          expenses of preparation for such reletting).

          Lessee will pay such current damages on the days on which the Basic
Rent would have been payable under this Lease in the absence of such expiration,
termination

                                     -20-
<PAGE>

     recover or repossession, and Lessor shall be entitled to recover the same
     from Lessee on each such day.

         (g) The words "enter", "re-enter" or "re-entry", as used in this
     Paragraph l7, are not restricted to their technical meaning.

     18. ADDITIONAL RIGHTS OF LESSOR.
         ---------------------------

         No right or remedy herein conferred upon or reserved to Lessor is
     intended to be exclusive of any other right or remedy, and each and every
     remedy shall be cumulative and in addition to any other right or remedy
     given hereunder or now or hereafter existing at law or in equity or by
     statute, provided that Lessor shall not be reimbursed for any loss or
     damage more than once.

     19. NOTICES.
         -------

         All notices, demands, requests, consents, approvals and other
     instruments required or permitted to be given pursuant to the terms of this
     Lease shall be in writing and shall be deemed to have been properly given
     if

         (a) with respect to Lessor, sent by certified mail, postage prepaid,
     addressed to Lessor at its address first above set forth, and

         (b) with respect to Lessee, sent by certified mail, postage prepaid,
     addressed to Lessee at its address first above set forth.

         Lessor and Lessee shall each have the right from time to time to
     specify as its address for purposes of this Lease any other address in the
     United States of America upon giving fifteen (l5) days written notice
     thereof, similarly given, to the other party. A counterpart or confirmed
     copy of each notice required or permitted to be given hereunder

                                     -21-
<PAGE>

     shall also be given to the Mortgagee, if the Mortgage is then in effect,
     and to the Sublessee, if a Sublease is then in effect, sent by registered
     or certified mail, postage prepaid, in each case at the last address of the
     Mortgagee or the Sublessee, as the case may be, known to the party giving
     such notice.

     20. ESTOPPEL CERTIFICATES.
         ---------------------

         (a) Lessee will execute, acknowledge and deliver to Lessor, promptly
     upon request but not more often than once each six (6) months, a
     certificate certifying

             (i)    that this Lease is unmodified and in full effect (or, if
         there have been modifications, that this Lease is in full effect, as
         modified, and stating the modifications),

             (ii)   the dates, if any, to which the Basic Rent, additional rent
         and other sums payable hereunder have been paid and the amount of the
         Basic Rent currently payable, and

             (iii)  that no notice has been received by Lessee of any default
         which has not been cured, or, if any default for which notice has been
         received has not been cured, specifying the nature and period of
         existence thereof and what action Lessee is taking or proposes to take
         with respect thereto.

     Any such certificate may be relied upon by any prospective purchaser of the
     Leased Premises or any part thereof.

         (b) Lessor will execute, acknowledge and deliver to Lessee, promptly
     upon request, a certificate certifying

                                     -22-
<PAGE>

               (i)   that this Lease is unmodified and in full effect (or, if
         there have been modifications, that this Lease is in full effect, as
         modified, and stating the modifications),

               (ii)  the dates, if any, to which the Basic Rent, additional rent
         and other sums payable hereunder have been paid and the amount of the
         Basic Rent currently payable, and

               (iii) that no notice has been given by Lessor of any default
         which has not been cured, or if any default for which notice has been
         given has not been cured, specifying the nature and period of existence
         thereof and what action Lessor is taking or proposes to take with
         respect thereto.

     Any such certificate may be relied upon by any prospective assignee of
     Lessee's interest in this Lease or the Mortgagee or any assignee of the
     Mortgagee.

         (c)   Lessee will cause the Sublease to contain a provision requiring
     the Sublessee to execute, acknowledge and deliver to Lessor, promptly upon
     request, but not more often than once each six (6) months, a certificate
     certifying

               (i)   that the Sublease is unmodified and in full effect (or if
         there have been modifications, that the Sublease is in full effect as
         modified, and stating the modifications),

               (ii)  the dates, if any, to which the Basic Rent, additional rent
         and other sums payable under the Sublease have been paid and the amount
         of the Basic Rent currently payable thereunder, and


                                     -23-
<PAGE>

               (iii) that no notice has been received by the Sublessee of
         default under the Sublease which has not been cured or, if any default
         for which notice has been received has not been cured, specifying the
         nature and period of existence thereof and what action the Sublessee is
         taking or proposes to take with respect thereto.

     21. NO MERGER.
         ---------

         There shall be no merger of this Lease or of the leasehold estate
     hereby created with the fee estate in the Leased Premises or any part
     thereof by reason of the fact that the same person may acquire or hold,
     directly or indirectly, this Lease or the leasehold estate hereby created
     or any interest in this Lease or in such leasehold estate and the fee
     estate in the Leased Premises or any interest in such fee estate.

     22. SURRENDER.
         ---------

         Upon the expiration or earlier termination of this Lease, Lessee shall
     peaceably leave and surrender the Leased Premises to Lessor in the same
     condition in which the Leased Premises were originally received from Lessor
     at the commencement of the term of this Lease, except as improved,
     repaired, rebuilt, restored, altered or added to as provided in, permitted
     by or required by any provisions of this Lease and except for ordinary wear
     and tear and except as provided in Paragraphs l3 and l4. Lessee shall have
     the right to remove from the Leased Premises on or prior to such expiration
     or earlier termination all property situated thereon which is not owned by
     Lessor, including the Improvements, or, at its election, to allow such
     property to remain on the Leased Premises, but Lessee shall be required to
     repair, at its expense, any damage to the Leased Premises resulting from
     any such removal. Such property not so removed shall become


                                     -24-
<PAGE>

     the property of Lessor, and Lessor may thereafter, at its expense, cause
     such property to be removed from the Leased Premises and disposed of.

     23. SEPARABILITY.
         ------------

         Each and every covenant and agreement contained in this Lease is, and
     shall be construed to be, a separate and independent covenant and
     agreement, and the breach of any such covenant or agreement by Lessor shall
     not discharge or relieve Lessee from its obligations to perform the same.
     If any term or provision of this Lease or the application thereof to any
     person or circumstance shall to any extent be invalid and unenforceable,
     the remainder of this Lease, or the application of such term or provision
     to persons or circumstances other than those as to which it is invalid or
     unenforceable, shall not be affected thereby, and each term and provision
     of this Lease shall be valid and shall be enforced to the extent permitted
     by law.

     24. RIGHTS OF MORTGAGEE.
         -------------------

         (a)  If Lessee shall be in default in the observance or performance of
     any covenant in this Lease beyond any applicable period of grace referred
     to herein, Lessor shall send written notice of such default to the
     Mortgagee at its address set forth in the Mortgage or as the Mortgagee may
     designate by notice to Lessor. The Mortgagee shall have 30 days after
     delivery of such written notice from Lessor within which to cure or remove
     such default, and if such default cannot with diligence be cured within
     such 30 day period, a reasonable time thereafter, provided, that the
     Mortgagee proceeds promptly to cure the same and thereafter prosecutes the
     curing of such default with diligence. Notwithstanding any other provision
     of this Lease, Lessor shall not have any right pursuant to this Lease or
     otherwise to terminate this Lease due to such default unless


                                     -25-
<PAGE>

     Lessor shall have first given written notice thereof to the Mortgagee and
     unless the Mortgagee shall have failed to cure or remove, or cause to be
     cured or removed, such default within the time required by this
     subparagraph (a).

          (b)  Lessor will accept performance by the Mortgagee or the Sublessee
     or either of them of any covenant, agreement or obligation of Lessee
     contained in this Lease with the same effect as though performed by lessee.

          (c)  Lessor shall have no rights in and to the rentals payable to
     Lessee under any Sublease of all or any part of the Property, which rentals
     may be assigned by Lessee to the Mortgagee.

          (d)  If this Lease shall be terminated for any reason, (other than
     pursuant to Paragraphs l3 and l4) or in the event of the rejection or
     disaffirmance of this Lease pursuant to bankruptcy law or other law
     affecting creditor's rights, Lessor will enter into a new lease of the
     Leased Premises with the Mortgagee, or any party designated by the
     Mortgagee, not less than ten (l0) nor more than thirty (30) days after the
     request of the Mortgagee referred to below, for the remainder of the term
     of this Lease, effective as of the date of such termination, rejection or
     disaffirmance, upon all the terms and provisions contained in this Lease,
     provided, that the Mortgagee makes a written request to Lessor for such new
     lease within ninety (90) days after the effective date of such termination,
     rejection or disaffirmance, as the case may be, and such written request is
     accompanied by a copy of the new lease, prepared at Lessee's expense, duly
     executed and acknowledged by the Mortgagee, or the party designated by the
     Mortgagee to be the lessee thereunder, and the Mortgagee cures all defaults
     under this Lease which can be cured by the payment of money and pays to
     Lessor all Basic Rent and additional rent

                                     -26-
<PAGE>

     which would at the time of such execution and delivery be due and payable
     by Lessee under this Lease but for such rejection, disaffirmance or
     termination, less net amounts received by Lessor under Paragraph 17(d), if
     any. If the Mortgagee, or the party so designated by the Mortgagee, shall
     have entered into a new lease with Lessor pursuant to this subparagraph
     (d), then any default under this Lease which cannot be cured by the payment
     of money shall be deemed cured. Any new lease made pursuant to this
     subparagraph (d) shall have the same priority of lien as this Lease and
     shall be accompanied by a conveyance of Lessor's title, if any, to the
     Improvements (free of any mortgage or other lien, charge or encumbrance
     created or suffered to be created by Lessor) for a term of years equal in
     duration to the term of the new lease. The provisions of this subparagraph
     (d) shall survive the termination, rejection or disaffirmance of this Lease
     and shall continue in full effect thereafter to the same extent as if this
     subparagraph (d) were a separate and independent contract made by Lessor,
     Lessee and the Mortgagee and, from the effective date of such termination,
     rejection or disaffirmance of this Lease to the date of execution and
     delivery of such new lease, the Mortgagee may use and enjoy the leasehold
     estate created by this Lease without hindrance by Lessor.



          (e)  Lessor will not accept a voluntary surrender of this Lease. This
     Lease shall not be modified without the prior written consent of the
     Mortgagee.

          (f)  The provisions of this Paragraph 24 are for the benefit of the
     Mortgagee and may be relied upon and shall be enforceable by the Mortgagee.
     Neither the Mortgagee nor any other holder or owner of the indebtedness
     secured by the Mortgage or otherwise shall be liable upon the covenants,
     agreements or obligations of Lessee


                                     -27-
<PAGE>

     contained in this Lease, unless and until the Mortgagee or such holder or
     owner becomes the lessee hereunder.

     25.  APPRAISERS.
          ----------

          Whenever in this Lease it is provided that any question shall be
     determined by appraisers, such questions shall be submitted to a board of
     appraisers, three (3) in number, each of whom shall be a qualified member
     of the American Institute of Real Estate Appraisers, or any successor of
     such Institute, or if such organization or successor shall no longer be in
     existence, a recognized national association or institute of appraisers.
     One such appraiser shall be named by each of the parties hereto and the
     third shall be selected by the two so named, and the decision of any two
     (2) of such appraisers shall be final and conclusive on the parties hereto.
     If the two appraisers designated by the parties fail to select a third
     appraiser within fifteen (l5) days after the appointment by such parties,
     either party shall have the right to apply to the American Institute of
     Real Estate Appraisers or such successor for the designation of a third
     appraiser. Lessor agrees that it will recognize any designation by Lessee
     of the Mortgagee as the party to exercise the rights of Lessee with respect
     to the selection of appraisers in connection with any dispute arising
     hereunder which it is provided herein is to be determined by appraisal
     pursuant to this Paragraph. The cost of any such appraisal shall be borne
     equally by Lessor and Lessee.

                                     -28-
<PAGE>

     26.  THE SUBLEASE.
          ------------

          So long as the Sublease shall be in effect:

            (i)    Lessor and Lessee shall not agree between themselves to any
          termination (except as expressly provided in Paragraph 13 or l4
          hereof), surrender or modification of this Lease without the prior
          written consent of the Sublessee;

            (ii)   Lessor will give to the Sublessee a copy of any notice or
          other communication given by Lessor to Lessee, at the time of giving
          such notice or communication to Lessee, and Lessor will not exercise
          any right, power or remedy with respect to any default hereunder and
          no notice to Lessee of any default and no termination of this Lease in
          connection therewith shall be effective, unless Lessor shall have
          given to the Sublessee written notice or a copy of its notice to
          Lessee of such default or any such termination, as the case may be;

            (iii)  Lessor will not exercise any right power or remedy with
          respect to any event of default hereunder until the expiration of any
          grace period provided with respect thereto, plus

                   (A) in the case of a default constituting an event of
            default under clause (l) of Paragraph 17(a), fifteen (l5) days after
            the date Lessor has given to the Sublessee written notice of such
            default or a copy of its notice to Lessee of such default (as
            required by clause (ii) above), or

                   (B) in the case of a default constituting an event of default
            under clause (2) of Paragraph 17(a), thirty (30) days after the last
            to occur of

                                     -29-
<PAGE>

                              (1)  any grace period provided with respect
                        thereto, or

                              (2)  the date Lessor gives to the Sublessee
                        written notice of such default or a copy of its notice
                        to Lessee of such default (as required by clause (ii)
                        above).

                   Lessor will not exercise any right, power or remedy with
                   respect to any default referred to in subclause (B) of this
                   clause (iii), if

                        (x)   the Sublessee, within such thirty (30) day period
                              referred to in subclause (B), shall give to Lessor
                              written notice that it intends to undertake the
                              correction of such default or to cause the same to
                              be corrected, and

                        (y)   the Sublessee shall thereafter prosecute
                              diligently the correction of such default, and

                   (iv) the performance by the Sublessee of any of the terms and
          provisions of this Lease on Lessee's part to be performed shall be
          deemed to be performance thereof by Lessee.

     27.  ATTORNMENT OF SUBLESSEE; NO PERSONAL LIABILITY OF LESSEE.
          --------------------------------------------------------

          (a)     Lessee shall cause the Sublease to contain language to the
     following effect:

     If:

                   (i) the Ground Lease shall terminate for any reason other
          than as specifically provided for in Paragraphs l3 and l4 thereof, or

                                     -30-
<PAGE>

                   (ii) the Ground Lease shall have been rejected or disaffirmed
          by Lessee thereunder or any trustee or receiver thereof pursuant to
          bankruptcy or insolvency law or other law affecting creditor's rights
          and if the Mortgagee (or its designee) shall not have entered into a
          new lease or acquired the interest of the Lessee thereunder pursuant
          to Paragraph 24 thereof,

     the Sublessee under the Sublease shall attorn to Ground Lessor. Upon the
     Ground Lessor's acceptance thereof, Ground Lessor and such Lessee shall
     continue the Sublease in full force and effect as a direct lease from the
     Ground Lessor to such Lessee on the same terms and conditions of the
     Sublease, including without limitation, the obligation to pay Basic Rent,
     additional rent and all other sums (including without limitation, sums
     payable pursuant to Paragraph 19(a) of the Sublease) payable under the
     Sublease (as those terms are defined in the Sublease) for the period after
     the termination, rejection or disaffirmance of the Ground Lease, and all of
     the terms and conditions of the Sublease shall be binding upon the Ground
     Lessor and such Lessee to the same extent as if Ground Lessor and such
     Lessee had been the original lessor and lessee, respectively, under the
     Sublease.

          (b) the Lessor agrees that if the Sublessee shall attorn to Lessor in
     accordance with the Sublease, Lessor shall accept such attornment and
     thereafter continue the Sublease in full force and effect as a direct lease
     from Lessor to the Sublessee on the same terms and conditions of the
     Sublease, including, without limitation, the obligation to pay Basic Rent,
     additional rent and any other sums payable under the Sublease (as those
     terms are defined in the Sublease) for the period after the termination,
     rejection or disaffirmance of this Lease and that all of the terms and
     conditions of the Sublease shall

                                     -31-
<PAGE>

     be binding upon Lessor and the Sublessee to the same extent as if Lessor
     and Sublessee had been the original lessor and lessee, respectively, under
     the Sublease.

          (c) Lessee agrees that the provisions of Paragraphs 27(a) and 27(b)
     shall be for the benefit of the Sublessee and that the Sublessee may rely
     thereon in entering into the Sublease.

     28.  OPTION TO PURCHASE.
          ------------------

          Provided the Sublessee shall not have purchased the Premises (as
     defined in the Sublease) pursuant to paragraph 11 or 13 of the Sublease or
     Paragraph l3(f) or 14(b) hereof, Lessee shall have the right to purchase
     the Leased Premises upon the expiration of the Sublease, as the same may be
     extended pursuant to paragraph 3 thereof, and thereafter once every five
     years during the term of this Lease, on the last day of such five year
     period, subject to the following terms and conditions:

              (i)    At least 130 days prior written notice must have been given
          to Lessor.

              (ii)   The purchase price shall be the fair market value of the
          Leased Premises, such value determined pursuant to Paragraph 25
          hereof.

              (iii)  Lessor shall convey title subject only to (w) Permitted
          Encumbrances, (x) all charges, liens, security interests and
          encumbrances attaching to the title on or after the commencement of
          the term hereof which shall have not been created by Lessor or which
          shall be consented to by Lessee, and (y) all applicable laws,
          regulations, ordinances, and Permitted Encumbrances, but free

                                     -32-
<PAGE>

          of the lien of the Mortgage and charges, liens, security interests and
          encumbrances resulting from acts of Lessor taken without the consent
          of Lessee.

                (iv) Upon the date fixed for any purchase of Lessor's interest
          in the Leased Premises or any portion thereof hereunder, Lessee shall
          pay to Lessor the purchase price therefor specified herein together
          with all Basic Rent, additional rent and other sums then due and
          payable hereunder to and including such date of purchase, and Lessor
          shall deliver to Lessee a conveyance of the Leased Premises and any
          other instruments necessary to convey the title thereto. Lessee shall
          pay all charges incident to such conveyance and assignment, including
          counsel fees, escrow fees, recording fees, title insurance premiums
          and all applicable taxes (other than any income or franchise taxes of
          Lessor) which may be imposed by reason of such conveyance and
          assignment and the delivery of said conveyance and other instruments.
          Upon the completion of any such purchase of the Leased Premises but
          not prior thereto, this Lease shall terminate, except with respect to
          obligations and liabilities of Lessee hereunder, actual or contingent,
          which have arisen on or prior to such date of purchase.

     29.  TERMINATION OF OPTIONS.
          ----------------------

          Anything herein to the contrary notwithstanding, each option to
     purchase contained in this Lease shall terminate on the earlier of the
     following dates: (i) the specific date of termination referred to in each
     option; or (ii) that date which is 2l years after the death of the last
     survivor of the descendants of Franklin D. Roosevelt, former president of
     the United States of America, who was alive on the date of this Lease.


                                     -33-
<PAGE>

     30.  TERMINATION OF AGREEMENT FOR LEASE AND DEVELOPMENT TERM.
          -------------------------------------------------------

          If the Agreement for Lease and Development dated as of April 18, 1977
     herewith between Lessor and Lessee (the "Agreement for Lease and
     Development") is terminated pursuant to Paragraph 6.7 thereof, then this
     Lease shall automatically cease and terminate as of the date of termination
     of the Agreement for Lease and Development, and shall be of no further
     force and effect between Lessor and Lessee.

     31.  TERMINATION DATE AGREEMENT.
          --------------------------

          Upon the occurrence of the Permanent Loan Funding Date, as defined in
     the Agreement for Lease and Development, Lessor and Lessee shall enter into
     a written agreement setting forth the Termination Date, as defined in
     Schedule C hereof.

     32.  BINDING EFFECT.
          --------------

          All of the covenants, conditions and obligations contained in this
     Lease shall be binding upon and inure to the benefit of the respective
     successors and assigns of Lessor and Lessee to the same extent as if each
     such successor and assign were in each case named as a party to this Lease;
     and the term "Lessor", as used in this Lease, shall include any successor
     owner or owners, at any time, of the Leased Premises or any part thereof.
     This Lease may not be changed, modified or discharged except by a writing
     signed by Lessor and Lessee [and consented to by the Mortgagee, if such
     consent is required pursuant to Paragraph 24(f) hereof].

                                     -34-
<PAGE>

     33.  HEADINGS.
          --------

          The headings to the various paragraphs and schedules of this Lease
     have been inserted for reference only and shall not to any extent have the
     effect of modifying, amending or changing the expressed terms and
     provisions of this Lease.

     34.  GOVERNING LAW.
          -------------

          This Lease shall be governed by and interpreted under the laws of the
     State of Virginia.

     35.  SCHEDULES.
          ---------

          The following are Schedules A-1, A-2, A-3, B and C referred to in this
Lease.

                                     -35-
<PAGE>

                                 SCHEDULE A-1
                                 ------------

     ALL that certain lot, piece or parcel of land, with appurtenances thereunto
     pertaining, lying and being in Brookland District, Henrico County,
     Virginia, containing 11.80 acres, more or less, outlined in red, on "Map of
     11.80 Acres Of Land In Brookfield, In Brookland District, Henrico County,
     Virginia" dated September 22, 1976, revised January 12, 1977, February 8,
     1977, and February 14, 1977, made by LaPrade Brothers, Civil Engineers and
     Surveyors, Richmond, Virginia, a copy of which said plat was recorded on
     February 15, 1977 in the Clerk's Office of the Circuit Court for the County
     of Henrico, Virginia in Deed Book 1714, page 684.

     TOGETHER with a non-exclusive easement of ingress and egress for vehicular
     and pedestrian traffic over the private road as it meanders east from Broad
     Street through the "Brookfield Development" to the west line of the above
     described property, said non- exclusive easement for ingress and egress for
     vehicular and pedestrian traffic is outlined in red on "Map of Private Road
     In Brookfield From Broad Street Road to Southern States Cooperative,
     Incorporated, Property in Brookland District, Henrico County, Virginia"
     dated February 11, 1977, made by LaPrade Brothers, Civil Engineers and
     Surveyors, Richmond, Virginia, a copy of which plat was recorded on
     February 15, 1977 in the aforesaid Clerk's Office in Deed Book 1714, page
     684.

     TOGETHER with a non-exclusive easement to drain surface water along a path
     shaded in blue on the plat entitled "Easement For Surface Drainage Across
     Richmond Equivest, Inc. Property, From North Line Southern States
     Cooperative, Inc. Property To South Line Of 1-64," dated February 18, 1977,
     made by LaPrade Brothers, Civil Engineers and Surveyors, Richmond,
     Virginia, a copy of which plat was recorded on March 28, 1977 in the
     aforesaid Clerk's Office in Deed Book 1716, page 1137.

                                     -36-
<PAGE>

                                 SCHEDULE A-2
                                 ------------

          (a)  Easements, rights of way, restrictions and other minor defects
and irregularities in the title and ownership of the Leased Premises, which do
not materially impair the use thereof for the purposes for which it is held by
Lessor or leased by Lessee or materially affect its value;

          (b)  Rights reserved to or vested in any municipality or public
authority by the terms of any right, power, franchise, grant, license, permit,
and rights of any municipality or public authority to condemn or appropriate the
Leased Premises;

          (c)  Any liens thereon for taxes, assessments, fees, water, sewer or
other rents, rates and charges, excises, levees, license fees, permits,
inspection fees and other governmental authorities, which are not delinquent to
the extent that penalties for nonpayment may be assessed, or, if delinquent, the
amount or validity of which, is being contested as permitted by paragraph 16 of
the Lease;

          (d)  Liens which arise by operation of law in the ordinary course of
business securing claims, which are not delinquent, of materialmen, mechanics,
workmen, repairmen, suppliers, carriers, warehousemen, landlords, vendors or
employees.

                                     -37-
<PAGE>

                                 SCHEDULE A-3
                                 ------------

     l.  Miscellaneous plumbing
     2.  Kitchen equipment
     3.  Exhaust fans
     4.  Vinyl wallcovering
     5.  Sound insulation
     6.  Miscellaneous built-in shelving, counters and storage
     7.  Graphics and signage
     8.  Drapes
     9.  Full-height doors
     10. Special lighting
     11. Carpet
     12. Millwork

                                     -38-
<PAGE>

                                  SCHEDULE B
                                  ----------

          An eight-story office building containing approximately 210,000 square
     feet, together with paved, striped and lighted parking for approximately
     750 cars, to be constructed in accordance with the plans and specifications
     prepared by Cooper, Carry & Associates, Inc., Architects, pursuant to an
     Agreement between Lessee and Cooper, Carry & Associates, Inc.


                                     -39-
<PAGE>

                                  SCHEDULE C
                                  ----------


     TERM
     ----
          The term of this Lease shall commence on August l, 1977, and end at
     midnight on the earlier of (i) the last day of the month in which the
     seventieth (70th) anniversary of the Permanent Loan Funding Date (as
     defined in the Agreement for Lease and Development) occurs or (ii) January
     l, 2050 (the "Termination Date").

     RENT
     ----
         The Basic Rent from the commencement of the term until the Permanent
     Loan Funding Date shall be at the rate of $1.00 per annum payable in
     arrears on the day immediately preceding the Permanent Loan Funding Date.

         The Basic Rent from the Permanent Loan Funding Date through the
     Termination Date shall be at the rate of $127,500 per annum, payable
     monthly in arrears on the last day of the month in installments of $10,625,
     provided that if the Permanent Loan Funding Date shall occur on a date
     other than the first day of a calendar month, the first monthly installment
     shall be prorated to the end of such calendar month.

                                     -40-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
     signed and sealed as of the day and year first above written.

                                            SOUTHERN STATES COOPERATIVE,
                                            INCORPORATED



     [CORPORATE SEAL]

                                            By: /s/ John J. Feland
                                               -------------------------
                                                Vice President


      ATTEST:


      By: /s/  E.M. Holdaway
         ------------------
         Secretary

                                            GOLD BOND STAMP COMPANY
                                            OF GEORGIA


      [CORPORATE SEAL]


                                            By: /s/ H. W. Greenough
                                               ---------------------------
                                                President


      ATTEST:


      By: /s/ C. C. Krause
        ----------------------
         Assistant Secretary


                                     -41-
<PAGE>

     STATE OF VIRGINIA       :
                             :    ss.:

     CITY OF RICHMOND        :


          I, Lois E. Sisk, a Notary Public in and for the State and City
     aforesaid, do certify that John J. Feland, and E. M. Holdaway a Vice
     President and Secretary respectively, of SOUTHERN STATES COOPERATIVE,
     INCORPORATED, a Virginia corporation, whose names are signed to the writing
     above, bearing date as of the 15th day of July, 1977, have acknowledged the
     same before me in my City aforesaid.

          Given under my hand this 29th day of July 10, 1977.


                                                 /s/ Lois E. Sisk
                                                 ----------------------------
                                                 Notary Public
                                                 Commission Expires 10-14-80


[NOTARIAL SEAL]

                                     -42-
<PAGE>

     STATE OF Minnesota   :
                          :   ss..
     COUNTY OF HENNEPIN   :


          I, Terri Nims, a Notary Public in and for the State and County
     aforesaid, do certify that H. W. Greenough and C. C. Krause a President and
     Assistant Secretary, respectively, of GOLD BOND STAMP COMPANY OF GEORGIA, a
     New Jersey corporation, whose names are signed to the writing above,
     bearing date as of the 15 day of July, 1977, have acknowledged the same
     before me in my County aforesaid.

          Given under my hand this 26 day of July, 1977.


                                                     /s/ Terri Nims
                                                     --------------------
                                                     Notary Public


[NOTARIAL SEAL]


                                     -43-