<PAGE>
                                                                   Exhibit 10(b)

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                                LEASE AGREEMENT

                           Dated as of March 31, 2000

                                    between

                           ASSET HOLDINGS III, L.P.,
                an Ohio limited liability company, as the Lessor

                                      and

                               ADESA CORPORATION,
                     an Indiana corporation, as the Lessee,



                                      for

                            THE CHARLOTTE PROPERTY,
                 located in Mecklenburg County, North Carolina;

                            THE FRAMINGHAM PROPERTY
                 located in Middlesex County, Massachusetts; and

                             THE KNOXVILLE PROPERTY,
                       located in Loudon County, Tennessee

                -------------------------------------------------

                             Lease Financing Program
                     For ADESA Corporation and Subsidiaries
                             Auto Auction Facilities

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<PAGE>



                                TABLE OF CONTENTS
                                (Lease Agreement)
                                                                            Page
                                                                            ----

ARTICLE I     DEFINITIONS; INTERPRETATION......................................1

ARTICLE II    LEASE OF PROPERTY................................................2
              SECTION 2.1   Lease of Leased Property...........................2
              SECTION 2.2   [Reserved].........................................2
              SECTION 2.3   Other Leased Property..............................2
              SECTION 2.4   Nature of Transaction..............................2

ARTICLE III   [RESERVED].......................................................2

ARTICLE IV    RENT.............................................................3
              SECTION 4.1   Basic Rent.........................................3
              SECTION 4.2   Supplemental Rent..................................3
              SECTION 4.3   Method of Payment..................................4
              SECTION 4.4   Late Payment.......................................4
              SECTION 4.5   Net Lease; No Setoff, Etc..........................4
              SECTION 4.6   The Lessee to Cooperate with Lessor................5

ARTICLE V     CONDITION AND USE OF PROPERTY....................................6

ARTICLE VI    LIENS; EASEMENTS; PARTIAL CONVEYANCES............................6

ARTICLE VII   MAINTENANCE AND REPAIR; ALTERATIONS, MODIFICATIONS
              AND ADDITIONS....................................................7
              SECTION 7.1   Maintenance and Repair; Compliance With Law........7
              SECTION 7.2   Alterations........................................8
              SECTION 7.3   Title to Alterations...............................9

ARTICLE VIII  USE..............................................................9

ARTICLE IX    INSURANCE........................................................9
              SECTION 9.1   Insurance Coverages................................9
              SECTION 9.2   Liability Insurance...............................10
              SECTION 9.3   Policies..........................................10
              SECTION 9.4   Loss Payee Provisions.............................11
              SECTION 9.5   Other Insurance...................................11
              SECTION 9.6   Loss Deductibles..................................11
              SECTION 9.7   Failure to Maintain Insurance.....................11

ARTICLE X     ASSIGNMENT AND SUBLEASING.......................................12

ARTICLE XI    LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE.......................12
              SECTION 11.1  Event of Loss.....................................12

                                      -i-
<PAGE>
              SECTION 11.2  Event of Taking...................................13
              SECTION 11.3  Casualty..........................................14
              SECTION 11.4  Condemnation......................................14
              SECTION 11.5  Verification of Restoration and Rebuilding........14
              SECTION 11.6  Application of Payments...........................15
              SECTION 11.7  Prosecution of Awards.............................16
              SECTION 11.8  Application of Certain Payments Not Relating
                            to an Event of Taking.............................16
              SECTION 11.9  Other Dispositions................................16
              SECTION 11.10 No Rent Abatement.................................17

ARTICLE XII   INTEREST CONVEYED TO LESSEE.....................................17

ARTICLE XIII  EVENTS OF DEFAULT...............................................19

ARTICLE XIV   ENFORCEMENT.....................................................20
              SECTION 14.1  Remedies..........................................20
              SECTION 14.2  Remedies Cumulative; No Waiver; Consents..........23

ARTICLE XV    SALE, RETURN OR PURCHASE OF PROPERTY............................23
              SECTION 15.1  Lessee's Option to Purchase.......................23
              SECTION 15.2  Extension; Purchase Obligation....................24
              SECTION 15.3  Acceleration of Purchase Obligation...............25
              SECTION 15.4  Determination of Purchase Price...................25
              SECTION 15.5  Purchase Procedure................................25
              SECTION 15.6  Option to Remarket................................26
              SECTION 15.7  Rejection of Sale.................................29
              SECTION 15.8  Return and Surrender of Leased Property...........30
              SECTION 15.9  Effect of Conveyance to the Lessee................30

ARTICLE XVI   LESSEE'S EQUIPMENT..............................................30

ARTICLE XVII  RIGHT TO PERFORM FOR LESSEE.....................................31

ARTICLE XVIII MISCELLANEOUS...................................................31
              SECTION 18.1  Reports...........................................31
              SECTION 18.2  Binding Effect; Successors and Assigns............31
              SECTION 18.3  Quiet Enjoyment...................................32
              SECTION 18.4  Notices...........................................32
              SECTION 18.5  Severability......................................32
              SECTION 18.6  Amendment; Complete Agreements....................32
              SECTION 18.7  Construction......................................32
              SECTION 18.8  Headings..........................................32
              SECTION 18.9  Counterparts......................................32
              SECTION 18.10 Governing Law.....................................33
              SECTION 18.11 Discharge of Lessee's Obligations
                            by its Affiliates.................................33
              SECTION 18.12 Liability of Lessor Limited.......................33

                                      -ii-
<PAGE>
              SECTION 18.13 Estoppel Certificates.............................34
              SECTION 18.14 No Joint Venture..................................34
              SECTION 18.15 No Accord and Satisfaction........................34
              SECTION 18.16 No Merger.........................................34
              SECTION 18.17 Survival..........................................34
              SECTION 18.18 Original Lease; Chattel Paper.....................35
              SECTION 18.19 Time of Essence...................................35
              SECTION 18.20 Recordation of Memorandum of Lease................35

              APPENDIX I    Definitions and Interpretation
              APPENDIX II   Description of Leased Property
              APPENDIX III  Schedule of Basic Rent

                                      -iii-
<PAGE>

                                 LEASE AGREEMENT

         THIS LEASE  AGREEMENT  (this  "LEASE"),  dated as of March 31, 2000, is
between ASSET HOLDINGS III, L.P., a limited partnership organized under the laws
of the State of Ohio,  as the  Lessor,  and  ADESA  CORPORATION,  a  corporation
organized under the laws of the State of Indiana, as the Lessee.


                              PRELIMINARY STATEMENT

         The  Lessor  holds  fee  simple   title  to  the  Land  as   described,
respectively,  on Schedules 1, 2 and 3 of APPENDIX II hereto,  together with the
Improvements located thereon (together, the "LEASED PROPERTY"), and, pursuant to
the  Participation  Agreement  and the  other  Operative  Documents,  and at the
request  of  the  Lessee,  (i)  the  Lessor  has  agreed  to  refinance  certain
indebtedness encumbering the Properties, (ii) the Lessor has agreed to lease and
demise the Leased  Property to the Lessee  under this Lease,  and the Lessee has
agreed to rent and hire the Leased Property from the Lessor hereunder, (iii) the
Lessor has reserved and  provided  for, and the Lessee has agreed to pay,  Basic
Rent under this Lease in an aggregate amount  sufficient to pay the debt service
incurred in connection with the refinancing of such indebtedness,  (iv) in order
to refinance the  indebtedness  encumbering  the  Properties and pay all related
Leased Property Costs, (a) the Lessor has made arrangements to borrow funds from
the  Issuer  under a loan in the  amount  of  $28,373,000  (raised  through  the
issuance and sale of the Issuer's Series 2000A Floating Rate Notes (the "NOTES")
in the  aggregate  principal  amount  of  $28,373,000)  and (b) the  Lessor  has
reorganized and recapitalized its partnership  interests and has incurred,  both
previously  and  currently,  Property  Costs in the aggregate sum of $877,515.46
(the  "CONTRIBUTION")  for which it has not been  reimbursed or repaid,  and (v)
pursuant to the Reimbursement Agreement, the Credit Bank has agreed to issue the
Letter of Credit to the Note Trustee to provide for the payment of required debt
service under,  and the remarketing of, the Notes,  and the Lessor has agreed to
pay all fees  required  for the  maintenance  of the  Letter  of  Credit  and to
reimburse the Issuer for all Drawings  under the Letter of Credit and all Letter
of Credit Liabilities incurred in connection therewith.

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

                                    ARTICLE I
                           DEFINITIONS; INTERPRETATION

         Unless the context shall otherwise require,  capitalized terms used and
not defined herein shall have the meanings assigned thereto in APPENDIX I hereto
for all purposes hereof and the rules of interpretation  set forth in APPENDIX I
hereto shall apply to this Lease.

<PAGE>

                                   ARTICLE II
                                LEASE OF PROPERTY

                  SECTION 2.1  LEASE OF LEASED  PROPERTY.  Subject to the terms,
conditions and provisions of this Lease and the other Operative  Documents,  the
Lessor hereby demises and leases the Lessor's interest in the Leased Property to
the Lessee and the Lessee does hereby  rent and lease the  Lessor's  interest in
the Leased Property from the Lessor, for and during the Lease Term.

                  SECTION 2.2  [RESERVED].

                  SECTION 2.3  OTHER LEASED PROPERTY. The Lessee may from time
to time own or hold under lease from Persons other than the Lessor furniture,
trade fixtures  and  equipment  located  on or about the Leased  Property  that
is not subject to this Lease.

                  SECTION 2.4  NATURE OF  TRANSACTION.  It is the intent of the
parties  hereto  that:  (a)  for  financial   accounting   purposes  this  Lease
constitutes an "operating  lease" pursuant to Statement of Financial  Accounting
Standards  No. 13, as amended;  (b) for  purposes of  commercial,  real  estate,
bankruptcy  and  federal,  state  and  local  income  tax law,  the  transaction
contemplated  by this Lease is a financing  arrangement  and shall be treated as
the repayment and security provisions of a loan by the Lessor to the Lessee, and
that all  payments  of Basic  Rent  during  the Lease  Term  shall be treated as
payments of interest and principal, as the case may be, in respect of such loan;
(c) if a bankruptcy court or other court of competent  jurisdiction shall at any
time  determine  that the  transactions  represented by this Lease and the other
Operative  Documents do not constitute a true leasing  transaction,  then in any
such  event,  this  Lease  shall  be  treated  as a deed of trust  and  security
agreement,  a  mortgage  and  security  agreement  or other  similar  instrument
granting a lien and security interest,  with a power of sale from the Lessee, as
mortgagor or grantor,  to the Lessor as mortgagee  or grantee,  encumbering  the
Leased  Property,  to secure the Lessee's  performance  under and payment of all
amounts  at any time due or payable  under  this  Lease and the other  Operative
Documents,  and the  payment  by the  Lessee of Basic  Rent  shall be treated as
payments of interest  and the payment by the Lessee of any amounts in respect of
the Lease Balance shall be treated as repayments of principal (all such payments
being obligatory and to the fullest extent permitted by law, shall have priority
over any and all mechanics' liens and other liens and encumbrances arising after
each Memorandum of Lease is recorded; PROVIDED, HOWEVER, that the maximum amount
of  unpaid   indebtedness   secured  hereby,   exclusive  of  interest  and  the
Distributions, which may be outstanding at any time shall be $29,250,515 and (d)
the Mortgages and the Assignment of Lease and Rents shall and hereby do create a
lien and security  interest in the  Collateral (as defined in each Mortgage) and
this Lease, subject to the Excluded Rights and to exceptions,  if any, set forth
in each such Mortgage.

                                   ARTICLE III
                                   [RESERVED]

                                      -2-
<PAGE>


                                   ARTICLE IV
                                      RENT

         SECTION 4.1

                  (a)  BASIC RENT. Basic Rent shall consist of Facility Rent and
Credit Rent  payable by the Lessee on each Rent  Payment  Date (except the Lease
Termination Date) in the respective installments set forth in PARAGRAPHS (b) and
(c) of this SECTION 4.1. The Lessee shall pay the  installment of Basic Rent due
and payable on the Lease  Termination  Date in the amount specified in PARAGRAPH
(ii) of APPENDIX III hereto.

                  (b)  FACILITY  RENT.  The Lessee  shall pay  Facility  Rent in
installments  on each Rent Payment Date in the  respective  amounts set forth in
APPENDIX III hereto.  The first Rent Payment Date shall be the last Business Day
of the calendar month in which the Closing Date occurs, and each subsequent Rent
Payment Date shall be the last Business Day of each successive  month during the
Lease Term,  PROVIDED  THAT the Lease  Termination  Date shall be a Rent Payment
Date regardless of whether it falls on the last Business Day of a month.

                  (c)  CREDIT  RENT.   The  Lessee  shall  pay  Credit  Rent  in
installments  on each Rent  Payment  Date in an  amount  equal to the sum of the
following  amounts (but without  duplication):  (i) all Principal,  Interest and
Program  Expense  Drawings  to be made  on the  immediately  following  Interest
Payment Date, (ii) all Principal,  Interest and Program  Expense  Drawings which
have not been  reimbursed  pursuant to the  Reimbursement  Agreement,  (iii) all
accrued and unpaid  interest  with  respect to Drawings,  including  Remarketing
Drawings,  then due and payable, or to become due and payable on the immediately
following  Interest  Payment Date under the  Reimbursement  Agreement,  (iv) all
Letter of Credit Fees and other Program  Expenses  then due and payable,  and to
become due and payable on the immediately  following Interest Payment Date under
the Reimbursement  Agreement, (v) any other amounts then due and payable, and to
become due and payable on the immediately  following  Interest  Payment Date, by
the Lessor under  SECTION 2.03 of the  Reimbursement  Agreement,  (vi) all other
Letter of Credit Liabilities then due and payable, and to become due and payable
on the  immediately  following  Interest  Payment  Date under the  Reimbursement
Agreement  and (vii) all  amounts  then due and  payable,  and to become due and
payable on the immediately  following  Interest  Payment Date under the Borrower
Promissory Note (exclusive of the amount to be paid thereunder through Principal
and Interest  Drawings under the Letter of Credit on the  immediately  following
Interest Payment Date).

         SECTION 4.2 SUPPLEMENTAL  RENT. The Lessee shall pay to the Lessor,  or
to whomever  shall be entitled  thereto as expressly  provided  herein or in any
other Operative Document or in the Facilitation  Agreement dated the date hereof
between  the  Lessee,  the  Lessor  and  Cornerstone  Capital  Corporation  (the
"Facilitation  Agreement"),  any and all Supplemental  Rent promptly as the same
shall become due and payable.  In  particular,  the Lessee  agrees to pay to the
Lessor or its designee as Supplemental Rent (i) on the Closing Date and on April
1st of each succeeding year during the Lease Term, the annual  Facilitation Fee,
(ii) amounts  necessary to reimburse  the Lessor for  reasonable  legal fees and
expenses in  connection  with the  transactions  contemplated  by the  Operative
Documents;  (iii) such other fees,  expenses and amounts as shall become payable
by the
                                      -3-
<PAGE>

Lessor  from time to time  under the  Operative  Documents,  including,  without
limitation,  the fees and  expenses of the Rating  Services  with respect to the
Notes, the fees and expenses of the Lessor;  the fees and expenses of the Issuer
payable  from  time to time  under  the  Participation  Agreement,  the fees and
expenses of the Note Trustee  with respect to its services  related to the Notes
under the Note  Indenture and the fees and expenses of the  Placement  Agent and
the  Remarketing  Agent,  payable  from  time to time,  respectively,  under the
Placement Agreement and the Remarketing  Agreement;  and (iv) such other amounts
as the Lessor and the Lessee shall from time to time mutually agree upon. In the
event of any  failure  on the part of the Lessee to pay any  Supplemental  Rent,
which failure constitutes an Event of Default, the Lessor 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  shall be  payable  in the type of funds and in the  manner set
forth in SECTION 4.3 hereof. Without limitation of the foregoing in any respect,
Lessee's indemnification obligations set forth in SECTION 7 of the Participation
Agreement,  including,  without  limitation,  Lessee's  obligation  to  pay  and
indemnify the Lessor and each Tax  Indemnitee  against all Taxes with respect to
the Leased  Property,  shall  constitute  and be payable  as  Supplemental  Rent
hereunder.

         SECTION 4.3   METHOD OF  PAYMENT.  All Basic  Rent shall be paid by the
Lessee  directly to the Credit Bank,  which shall in turn apply such amounts (i)
to  reimburse  amounts  due  under  the  Reimbursement  Agreement  for  Drawings
previously  made, or to be made on the next  Business  Day,  under the Letter of
Credit,  and (ii) on behalf of the Lessor in respect of Distributions  then due,
to the extent of such payment of Basic Rent. All  Supplemental  Rent  (including
amounts due under ARTICLE XV hereof)  payable to the Lessor  (excluding  amounts
payable  with  respect to the  Excluded  Rights,  which  shall be payable to the
Lessor or such other  recipient as  appropriate)  shall be payable by the Lessee
directly to the Credit Bank,  which  shall,  so long as no Loan Event of Default
shall have occurred and remain outstanding, pay such amounts to the order of the
Lessor.  All Supplemental Rent payable to Persons other than the Lessor shall be
paid to such Person as may be entitled  thereto or, in each case, to such Person
as the Lessor (or such other Person) shall specify in writing to the Lessee, and
at such place as the Lessor (or such other  Person)  shall specify in writing to
the Lessee,  which  specifications by the Lessor shall be given by the Lessor at
least ten  Business  Days prior to the due date  therefor.  Each payment of Rent
(including  all payments  under  ARTICLE XV hereof)  shall be made by the Lessee
prior to 10:00 a.m. Columbus, Ohio time on the date due, 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 4.4   LATE PAYMENT. If any Rent (other than  Supplemental  Rent
payable by reason of this  SECTION  4.4) shall not be paid when due,  the Lessee
shall pay to the Lessor, 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 4.5   NET LEASE; NO SETOFF, ETC. This Lease is a net lease and,
notwithstanding  any other  provision  of this Lease,  the Lessee  shall pay all
Basic Rent and Supplemental Rent, and all costs, charges, taxes, assessments and
other expenses  (foreseen or unforeseen)  for which the

                                      -4-
<PAGE>
Lessee or any  Indemnitee is or shall become liable by reason of the Lessee's or
such Indemnitee's  estate,  right, title or interest in the Leased Property,  or
that  are  connected  with  or  arise  out  of  the  acquisition,  installation,
possession,  use,  occupancy,  maintenance,   ownership,  leasing,  repairs  and
rebuilding  of, or addition  to, the Leased  Property  or any  portion  thereof,
including, without limitation, the acquisition of the Improvements and any other
amounts payable hereunder shall be paid, without counterclaim, setoff, deduction
or  defense  and  without  abatement,   suspension,   deferment,  diminution  or
reduction,  and the Lessee's  obligation to pay all such amounts  throughout the
Lease Term is absolute and unconditional. The obligations and liabilities of the
Lessee hereunder shall in no way be released,  discharged or otherwise  affected
for any reason,  including  without  limitation (i) any defect in the condition,
merchantability,  design,  quality or fitness for use of the Leased  Property or
any part  thereof,  or the  failure of the Leased  Property  to comply  with all
Applicable Law,  including any inability to occupy or use the Leased Property by
reason  of such  non-compliance,  (ii)  any  damage  to,  removal,  abandonment,
salvage, loss,  contamination of or Release from, scrapping or destruction of or
any requisition or taking of the Leased Property or any part thereof,  (iii) any
restriction,  prevention or curtailment of or  interference  with any use of the
Leased Property or any part thereof including eviction, (iv) any defect in title
to or rights to the  Leased  Property  or any Lien on such title to or rights to
the Leased  Property,  (v) any change,  waiver,  extension,  indulgence or other
action or omission or breach in respect of any  obligation  or  liability of any
Person requested or consented to by the Lessee, (vi) any bankruptcy, insolvency,
reorganization,  composition, adjustment, dissolution, liquidation or other like
proceedings  relating to the Lessee,  the Lessor, the Issuer, the Credit Bank or
any other Person,  or any action taken with respect to this Lease by any trustee
or receiver of the Lessee, the Lessor, the Issuer or any other Person, or by any
court,  in any such  proceeding,  (vii) any failure on the part of the Lessor to
perform  or comply  with any of the  terms of this  Lease,  any other  Operative
Document or of any other agreement where such failure was caused by the Lessee's
failure to perform its  obligations  under the Operative  Documents,  (viii) any
disaffirmance  of  this  Lease  or any  provision  hereof  or  any of the  other
Operative  Documents  or any  provision  of any thereof by the Lessee,  (ix) any
action by any court,  administrative agency or other Governmental Authority, (x)
any  restriction,  prevention or curtailment of or interference  with any use of
the Leased Property or any part thereof or (xi) any other occurrence whatsoever,
whether similar or dissimilar to the foregoing,  whether or not the Lessee shall
have notice or knowledge of any of the  foregoing.  Except as  specifically  set
forth in ARTICLES XI and XV hereof,  this Lease shall be  noncancellable  by the
Lessee for any reason  whatsoever  and the 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 the Lessee  hereunder.  The Lessee
assumes the sole responsibility for the condition, use, operation,  maintenance,
and   management   of  the  Leased   Property  and  the  Lessor  shall  have  no
responsibility  in respect thereof and shall have no liability for damage to the
property of the Lessee or any  subtenant of the Lessee on any account or for any
reason  whatsoever  other than by reason of the Lessor's  willful  misconduct or
breach of any of its express obligations under any Operative Document.

         SECTION 4.6   LESSEE TO COOPERATE  WITH LESSOR.  The Lessee hereby
agrees to use its best  efforts to supply the Lessor  with all such  information
necessary in order for the Lessor to maintain its books and accounts and prepare
all required federal, state and local tax returns.

                                    ARTICLE V

                                      -5-
<PAGE>
                          CONDITION AND USE OF PROPERTY

         During the Lease Term, the Lessor's  interest in the Leased Property is
demised  and let by the Lessor "AS IS" subject to (i) the rights of any parties
in possession thereof,  (ii) the state of the title thereto existing at the time
the Lessor  acquired  its  interest in the Leased  Property,  (iii) any state of
facts  which an  accurate  survey or physical  inspection  might show,  (iv) all
Applicable  Law and (v) any violations of Applicable Law which may exist upon or
subsequent to the commencement of the Lease Term. THE LESSEE  ACKNOWLEDGES THAT,
ALTHOUGH THE LESSOR WILL OWN AND HOLD TITLE TO THE LEASED  PROPERTY,  THE LESSEE
IS SOLELY  RESPONSIBLE  FOR THE  CONDITION AND USE OF THE  IMPROVEMENTS  AND ANY
ALTERATIONS.  NEITHER  THE  LESSOR  NOR ANY  OTHER  PARTY  TO THE  PARTICIPATION
AGREEMENT  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  PROPERTY  (OR ANY PART
THEREOF),  OR ANY  OTHER  REPRESENTATION  OR  WARRANTY  WHATSOEVER,  EXPRESS  OR
IMPLIED,  WITH RESPECT TO THE LEASED  PROPERTY (OR ANY PART  THEREOF),  ALL SUCH
WARRANTIES BEING HEREBY DISCLAIMED,  AND NEITHER THE LESSOR NOR ANY PARTY TO THE
PARTICIPATION AGREEMENT SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT
THEREIN OR THE FAILURE OF THE LEASED  PROPERTY,  OR ANY PART THEREOF,  TO COMPLY
WITH ANY  APPLICABLE  LAW except that the Lessor hereby  represents and warrants
that the Leased  Property is and shall at all times remain free of Lessor Liens.
As between  the  Lessor  and the  Lessee,  the  Lessee  has been  afforded  full
opportunity to inspect the Leased Property, is satisfied with the results of its
inspections of the 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 the Lessor,  the
Issuer or the Credit Bank, on the one hand, and the Lessee, on the other, are to
be borne by the Lessee.  The  provisions of this ARTICLE V 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 the Lessor,  the Issuer,  or the Credit Bank,  express or implied,
with respect to the Leased  Property  that may arise  pursuant to any law now or
hereafter in effect or otherwise.

                                   ARTICLE VI
                      LIENS; EASEMENTS; PARTIAL CONVEYANCES

         Commencing on the Closing Date and  thereafter,  neither the Lessee nor
the Lessor shall directly or indirectly create,  incur or assume, any Lien on or
with respect to the Leased  Property,  title  thereto,  or any interest  therein
including  any  Liens  which  arise  out  of  the  possession,  use,  occupancy,
construction,  repair or rebuilding of the Leased Property or by reason of labor
or materials  furnished or claimed to have been furnished to the Lessee,  or any
of its  contractors or agents or by reason of the financing of any personalty or
equipment  purchased or leased by the Lessee or  Alterations  constructed by the
Lessee, except in all cases Permitted Liens.

                                      -6-
<PAGE>
         Notwithstanding the foregoing paragraph,  at the request of the Lessee,
the Lessor  shall,  from time to time during the Lease Term and upon  reasonable
advance written notice from the 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  the  Lessee's  use,
development and construction of the Leased Property, (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 or any portion  thereof,  (iii)  dedication  or
transfer  of portions of the Parcel,  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 Leased
Property or any portion  thereof and (v) request to any  Governmental  Authority
for platting or subdivision or replatting or resubdivision approval with respect
to the Parcel or any portion thereof or any parcel of Parcel of which the parcel
of land of which the Parcel or any portion thereof forms a part or a request for
any  variance  from  zoning or other  governmental  requirements.  The  Lessor's
obligations  pursuant  to  the  preceding  sentence  shall  be  subject  to  the
requirements that:

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

                  (ii)  The  Lessee  shall  have  delivered  to  the  Lessor  an
Officer's  Certificate  stating  that (1) such  action will not cause the Leased
Property or any portion  thereof to fail to comply in any material  respect with
the provisions of this Lease or any other Operative  Document or in any material
respect with  Applicable Law and (2) such action will not materially  reduce the
Fair Market Sales Value,  utility or useful life of the Leased  Property nor the
Lessor's interest therein; and

                  (iii) in the case of any release or conveyance,  if the Lessor
so requests and to the extent available  without undue expense,  the Lessee will
cause to be issued  and  delivered  to the  Credit  Bank 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 the Lessor.

                                   ARTICLE VII
                             MAINTENANCE AND REPAIR;
                    ALTERATIONS, MODIFICATIONS AND ADDITIONS

         SECTION 7.1  MAINTENANCE  AND REPAIR;  COMPLIANCE WITH LAW. The Lessee,
at its own  expense,  shall at all times  during the Lease Term (i) maintain the
Leased  Property 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  facilities  owned or leased by the Lessee  (ii)
make all  Alterations  in  accordance  with,  and maintain  (whether or not such
maintenance  requires  structural  modifications or Alterations) and operate and
otherwise keep the Leased  Property

                                      -7-
<PAGE>

in compliance  with,  all Applicable  Laws and (iii) make all material  repairs,
replacements  and renewals of the Leased  Property or any part thereof which may
be  required  to keep the  Leased  Property  in the  condition  required  by the
preceding  CLAUSES  (i)  and  (ii).  The  Lessee  shall  perform  the  foregoing
maintenance obligations regardless of whether the Leased Property is occupied or
unoccupied.  The  Lessee  waives  any  right  that it may now have or  hereafter
acquire to (i) require the Lessor to maintain, repair, replace, alter, remove or
rebuild  all or any part of the  Leased  Property  or (ii) make  repairs  at the
expense of the Lessor  pursuant to any  Applicable  Law or other  agreements  or
otherwise.  The Lessor shall not be liable to the Lessee or to any  contractors,
subcontractors,   laborers,  materialmen,  suppliers  or  vendors  for  services
performed or material  provided on or in connection  with the Leased Property or
any part thereof.  The Lessor shall not be required to maintain,  alter, repair,
rebuild or replace the Leased Property in any way.

         SECTION 7.2  ALTERATIONS.  The Lessee shall have the right, at any time
and  from  time to  time,  to make  such  Alterations,  structural or otherwise,
to the  Leased  Property  as the  Lessee  shall  deem  necessary  or desirable,
subject to the following conditions:

                  (a) No Alterations  shall be undertaken until the Lessee shall
         have  procured  and paid for, so far as the same may be  required  from
         time to time, all required municipal and other governmental permits and
         authorizations  of the various  municipal  departments and governmental
         subdivisions  having  jurisdiction,  and the  Lessor,  at the  Lessee's
         expense,   shall  join  in  the   application   for  such   permits  or
         authorizations whenever such action is necessary;

                  (b) Any structural Alterations,  or any Alterations undertaken
         as a single  project and involving an estimated cost  aggregating  more
         than  $2,000,000,  shall, if requested by the Credit Bank, be conducted
         under the  supervision of an architect or engineer  licensed as such in
         the State,  selected  by the Lessee and  reasonably  acceptable  to the
         Credit Bank,  and no such work shall be  undertaken  until  preliminary
         plans  and  outline   specifications  and  budget  estimates  therefor,
         prepared and approved in writing by such architect or engineer, stating
         that the same comply with the  provisions  of this ARTICLE  VII,  shall
         have been submitted to and approved by the Lessor and the Credit Bank;

                  (c) All  Alterations  will  comply  in all  respects  with the
         provisions of the Operative  Documents and shall be of such a character
         that, when completed,  the Fair Market Sales Value of the  Improvements
         shall be not less than the Fair Market Sales Value of the  Improvements
         immediately before any such Alterations.

                  (d) All work done in connection with any Alterations  shall be
         done in a good and workmanlike manner and in compliance with applicable
         building and zoning laws and with all other Applicable Law; the cost of
         any such Alterations  shall be paid in cash or its equivalent,  so that
         the Leased  Property  shall at all times be free of Liens for labor and
         materials  supplied  or  claimed  to have  been  supplied  (other  than
         inchoate  liens or liens bonded off in accordance  with  Applicable Law
         and with the Credit Bank's  consent);  and the work of any  Alterations
         shall  be  prosecuted  with  reasonable  dispatch,  unavoidable  delays
         excepted;

                                      -8-
<PAGE>

                  (e)  Worker's  compensation  insurance  covering  all  persons
         employed  in  connection  therewith  and with  respect to whom death or
         bodily injury claims could be asserted against the Lessor,  the Issuer,
         the  Credit  Bank or the  Lessee or the  Leased  Property  and  general
         liability  and  property  damage  insurance  (which may be  effected by
         endorsement,  if  obtainable,  on the insurance  required to be carried
         pursuant to SECTION  9.2 hereof) for the mutual  benefit of the Lessor,
         the Issuer,  the Credit Bank or the Lessee with limits of not less than
         those  required  to be carried  pursuant  to said  SECTION 9.2 shall be
         maintained  by the  Lessee at all times  when any work is in process in
         connection with any Alterations.

         SECTION 7.3  TITLE TO  ALTERATIONS.  Title to all  Alterations shall
without  further act vest in the Lessor (subject to the Lessee's right to remove
trade  fixtures,  personal  property and equipment  which were not acquired with
funds advanced by the Lessor, the Issuer or the Credit Bank) and shall be deemed
to constitute a part of the Leased Property and be subject to this Lease.

                                  ARTICLE VIII
                                       USE

         The Lessee  shall use the Leased  Property or any part thereof only for
the purpose of a  automobile  auction  facility,  or such other uses that may be
available  under the zoning  applicable to the Land from time to time during the
Lease Term.

                                   ARTICLE IX
                                    INSURANCE

         SECTION 9.1  INSURANCE  COVERAGES.  At all times  (except as  otherwise
indicated)  the  Lessee,  at its sole cost and  expense,  shall  keep the Leased
Property  insured for the mutual  benefit of the Credit Bank, the Lessor and the
Lessee against:

         (a) loss or damage by fire,  and such other risks as may be included in
the so-called "All Risk" form of insurance  providing coverage against all risks
of physical loss, in an amount satisfactory to the Credit Bank, but in any event
not less than the then Full Replacement Cost of the Leased Property;

         (b) loss or damage from leakage of sprinkler  systems now or hereafter
installed  in the  Leased  Property,  in such  amount  as the  Credit  Bank  may
reasonably require;

         (c) to the extent not  covered by the  Lessee's  business  interruption
insurance,  loss of  rental  from the  Leased  Property,  under a  rental  value
insurance  policy  covering risk of loss due to any of the hazards  described in
CLAUSES (a) and (b) of this SECTION 9.1 in an amount not less than the aggregate
requirements for the period of 12 months following the occurrence of the insured
casualty for Basic Rent and Supplemental Rent;

         (d) loss or damage by explosion of high  pressure  steam  boilers,  air
conditioning equipment,  pressure vessels,  motors or similar apparatus,  now or
hereafter  installed  in the Leased

                                      -9-
<PAGE>
Property in such limits with  respect to any one accident as may  reasonably  be
required by the Credit Bank from time to time, but not less than $100,000;

         (e) flood hazard  coverage,  if available under any applicable  federal
flood insurance program, in an amount reasonably satisfactory to the Credit Bank
(but only if the Leased Property is located in a special flood hazard area);

         (f) at any time  during  which any part of the Leased  Property  or any
Alteration are under construction,  and as to any part of the Leased Property or
any  Alteration  under  construction,  builder's risk coverage under a so-called
"all risk" non-reporting completed value form of policy; and

         (g) such other  hazards  and in such  amounts  as the  Credit  Bank may
reasonably  require provided that such insurance is then customarily  maintained
with respect to similar properties in the State.

         The term "Full Replacement Cost" shall mean the actual replacement cost
of the Leased  Property  (excluding  foundation  and  excavation  costs) without
physical depreciation.  Full Replacement Cost shall be determined at the request
of the Credit Bank by an architect,  appraiser,  appraisal company or one of the
insurers,  selected  and paid by the Lessee  and  reasonably  acceptable  to the
Credit  Bank,  but such  determination  shall  not be  required  to be made more
frequently than once every 24 months.

         SECTION 9.2  LIABILITY  INSURANCE.  The  Lessee  shall  also  maintain
insurance  for the mutual  benefit of the Lessor,  the Credit  Bank,  each other
Indemnitee,  and the Lessee against claims for bodily injury or property  damage
with respect to the Leased Property,  under a policy of general public liability
insurance,  with such limits as may  reasonably be required by the Lessor or the
Credit  Bank from time to time,  but not less than  $1,000,000  combined  single
limit, with excess umbrella liability coverage of not less than $5,000,000.

         SECTION 9.3  POLICIES.  All insurance provided  for under  this  Lease
shall be  effected  under  valid  enforceable  policies  issued by  insurers  of
recognized responsibility and acceptable to the Lessor and the Credit Bank. Upon
the execution of this Lease, the Lessee shall deliver to the Credit Bank and the
Lessor  original  certificates  of such insurance and copies of such policies in
form  reasonably  satisfactory to the Credit Bank. At least 10 days prior to the
expiration  date of any policy,  a copy of the renewal policy for such insurance
shall be  delivered  by the  Lessee  to the  Lessor  and the  Credit  Bank,  and
certificates thereof in form reasonably satisfactory to the Credit Bank shall be
delivered as aforesaid,  together with  satisfactory  evidence of payment of the
premium  thereon.  All policies  referred to in SECTION 9.1 hereof shall contain
agreements  by the insurers that (i) any loss shall be payable to the Lessor and
the Credit Bank, notwithstanding any act or negligence of the Lessee which might
otherwise  result in forfeiture of said insurance,  (ii) such policies shall not
be canceled  except upon 30 days' prior written notice to each named insured and
loss payee,  (iii) the coverage  afforded  thereby  shall not be affected by the
performance  of any work in or about the Leased  Property  and (iv)  waiving all
rights of subrogation  against the Lessor, the Credit Bank, the Lessee and their
respective  officers,  employees,  directors,  incorporators,  shareholders  and
agents.

                                      -10-
<PAGE>


         SECTION 9.4  LOSS PAYEE PROVISIONS. The rental value policy referred to
in  SECTION  9.1 (c)  hereof  shall  name  the  Credit  Bank  as the  loss-payee
thereunder.  Upon the receipt of same,  the Credit Bank shall apply the proceeds
of such rental value insurance paid to it first to the payment of Basic Rent and
then to the payment of taxes, insurance premiums and other items of Supplemental
Rent becoming due during the rebuilding and restoration of the Leased  Property,
and any balance of such proceeds  after the  completion of such  rebuilding  and
restoration  shall  be paid to the  Lessee.  Except  as  provided  above in this
SECTION 9.4, all  policies of  insurance  required  herein shall name the Credit
Bank, the Lessor,  and the Lessee as the insureds as their respective  interests
may appear.  Subject to the provisions and  limitations of this SECTION 9.4, all
policies referred to in SECTION 9.1 hereof shall also provide for any loss to be
payable to the Credit Bank as its  interest  may appear,  pursuant to a standard
mortgagee clause or endorsement.  The loss, if any, under the policies  referred
to in SECTION 9.1 hereof shall be adjusted with the  insurance  companies by the
Lessee except that no loss exceeding  $1,000,000  shall be adjusted  without the
prior  written  approval  of  the  Credit  Bank,  which  approval  shall  not be
unreasonably  conditioned,  withheld or delayed, except that so long as an Event
of Default is outstanding,  all such losses shall be adjusted exclusively by the
Credit Bank.  The loss,  if any,  under all policies  referred to in SECTION 9.1
hereof  shall be payable  to the  Credit  Bank,  which  shall make the  proceeds
thereof available to the Lessee in the circumstances  provided by the provisions
of SECTION 11.6 hereof.  All such  policies  shall  expressly  provide that loss
thereunder  shall be adjusted and paid as provided in this SECTION 9.4. Any loss
paid to the Lessee under any insurance  policy referred to in SECTION 9.1 hereof
shall be held by the Lessee in trust for  application  to the cost of restoring,
repairing,  replacing or rebuilding  the Leased  Property.  Any loss paid to the
Credit Bank shall be held in trust by it and disbursed by it in accordance  with
the provisions of SECTION 11.6 hereof.

         SECTION 9.5  OTHER  INSURANCE. Nothing in this ARTICLE IX shall prevent
the Lessee from taking out insurance of the kind and in the amounts provided for
under  SECTION 9.1 and 9.2 hereof under a blanket  insurance  policy or policies
which can cover other  properties owned or operated by the Lessee as well as the
Leased Property;  PROVIDED,  HOWEVER, that any such policy of insurance provided
for under  SECTION 9.1 hereof  shall (a) specify  therein,  or the Lessee  shall
furnish  the  Lessor  and the  Credit  Bank  with a written  statement  from the
insurers  under such  policies  specifying,  the  amount of the total  insurance
allocated to the Leased Property, which amount shall be not less than the amount
required by said SECTION 9.1 to be carried, and (b) not contain any clause which
would result in the insured  thereunder  being required to carry  insurance with
respect to the property covered thereby in an amount equal to a minimum specific
percentage of the value of such property in order to prevent the insured therein
named from becoming a co-insurer of any loss with the insurer under such policy.
The Lessee shall furnish to the Lessor and the Credit Bank, within 30 days after
the filing thereof with any insurance  rate-making  body, copies of the schedule
or make-up of all property covered by every such policy of blanket insurance.

         SECTION 9.6  LOSS DEDUCTIBLES.  All  insurance  provided for under this
Lease may  contain  loss  deductible  clauses  in such  commercially  reasonable
maximum amounts as the Credit Bank shall approve from time to time.

         SECTION 9.7  FAILURE TO MAINTAIN INSURANCE. If the Lessee shall fail to
maintain  any  insurance  required  to be  maintained  herein  or in  any  other
Operative  Document,  then without

                                      -11-
<PAGE>
limiting the application of the provisions of ARTICLE XIII(c) hereof, the Lessor
or the Credit Bank may, but shall not be required to,  obtain such  insurance on
behalf of the Lessee.  In the event the Lessor or the Credit  Bank shall  obtain
such  insurance,  (a) the Lessee shall pay the costs of obtaining such insurance
as Supplemental  Rent within five (5) Business Days of demand therefor,  and (b)
the Lessee may provide other  insurance  conforming to the  requirements of this
Lease, in which instance any insurance obtained by the Credit Bank or the Lessor
shall be  cancelled at the  Lessee's  request.  The rights of the Lessor and the
Credit Bank under this SECTION 9.7 shall be in addition to, and not in place of,
any other rights such parties may have under this Lease and the other  Operative
Documents.

                                    ARTICLE X
                            ASSIGNMENT AND SUBLEASING

         Except as provided in the next following  sentence,  the Lessee may not
assign any of its right,  title or  interest  in, to or under  this  Lease.  The
Lessee  may  assign or  sublease  all or any  portion  of the  Leased  Property;
PROVIDED,  HOWEVER, that (i) all obligations of the Lessee (or, in the case of a
merger,  consolidation  or  sale  of all or  substantially  all of the  Lessee's
assets,  the Lessee's successor PROVIDED THAT (A) such successor has a Net Worth
at least  equal to that of the  Lessee as of the end of the most  recent  fiscal
quarter of the Lessee, (B) such successor assumes in writing all of the Lessee's
obligations under the Operative  Documents without  qualification or reservation
and (C) immediately  after giving effect to such merger,  consolidation or sale,
no Event of Default  exists) shall  continue in full effect as  obligations of a
principal and not of a guarantor or surety,  as though no assignment or sublease
had been made, (ii) any such sublease shall be expressly subject and subordinate
to this  Lease,  the  Reimbursement  Agreement,  the  Mortgages  and  the  other
Operative  Documents except to the extent this Lease remains effective under the
Non-Disturbance  and  Attornment  Agreement and (iii) each such  sublease  shall
terminate on or before the Lease Termination Date.

                                   ARTICLE XI
                    LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE

         SECTION 11.1 EVENT OF LOSS.  Any  event  (i)  which  would   otherwise
constitute  a Casualty  during the Lease  Term,  (ii) which,  in the  good-faith
judgment of the Lessee,  renders repair and  restoration of any Leased  Property
impractical or uneconomical and (iii) as to which the Lessee, within thirty (30)
days after the  occurrence of such event,  delivers to the Lessor and the Issuer
an Officer's  Certificate  notifying the Lessor and the Issuer 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 Lessee shall  restore and rebuild the
affected  Leased Property  pursuant to SECTION 11.3 hereof.  If an Event of Loss
other than an Event of Taking shall occur, the Lessee shall pay to the Lessor on
the  next  Facility  Rent  Payment  Date  following  delivery  of the  Officer's
Certificate  pursuant to CLAUSE (iii) of the preceding sentence,  in addition to
all Basic Rent and  Supplement  Rent otherwise due on such date, an amount equal
to the Lease Balance applicable to the Leased Property as of such date. Upon the
Lessor's  receipt of such Lease Balance on such date, the Lessor shall cause the
Lessor's  interest  in the  Leased  Property  to be  conveyed  to the  Lessee in
accordance  with and  subject  to the  provisions  of  SECTION  15.5  ("Purchase
Procedure")  hereof,  PROVIDED,  HOWEVER,  that  (A) such

                                      -12-
<PAGE>
conveyance may be by special warranty deed, but free and clear of Lessor's Liens
and the lien of the related Mortgage, (B) the Lessor shall have no obligation to
remove  title  defects  other  than  Lessor  Liens  and the lien of the  related
Mortgage affecting such Leased Property and (C) the Lessee's ability to obtain a
title insurance policy shall not affect the Lessee's  obligation to purchase the
Lessor's  interest in the affected  Leased  Property.  Upon  completion  of such
purchase,  but not prior thereto,  the affected  Leased Property shall be deemed
released from this Lease and all  obligations  of the Lessee and the Lessor with
respect to such  Leased  Property  (including  the  obligation  to make  further
payments of Basic Rent) 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 the affected  Leased  Property  pursuant to this SECTION  11.1,  any
proceeds derived from insurance required to be maintained by the Lessee pursuant
to this Lease for Leased Property remaining after payment of such purchase price
shall be paid over to, or retained  by, the Lessee or as it may direct,  and the
Lessor shall assign to the Lessee,  without warranty, all of the Lessor's rights
to and interest in insurance required to be maintained by the Lessee pursuant to
this Lease.

         SECTION 11.2 EVENT OF TAKING.  Any event (a) which constitutes a taking
of title to any Leased  Property or (b) (i) which would  otherwise  constitute a
Condemnation,  (ii) which,  in the  good-faith  judgment of the Lessee,  renders
restoration  and rebuilding of such Leased Property  impossible,  impractical or
uneconomical and (iii) as to which the Lessee, within thirty (30) days after the
occurrence  of such event,  delivers  to the Lessor and the Issuer an  Officer's
Certificate  notifying the Lessor and the Issuer of such event, of such judgment
and of the date (or the  Lessee's  best  estimate  thereof)  on which the Lessee
shall be required to relinquish  possession of the affected  Leased Property (or
the affected portion  thereof),  shall  constitute an "Event of Taking".  In the
case of any other event  which  constitutes  a  Condemnation,  the Lessee  shall
restore  and rebuild  the  affected  Leased  Property  pursuant to SECTION  11.4
hereof.  If an Event of Taking shall  occur,  the Lessee shall pay to the Issuer
for the  account  of the  Lessor  (i) on the next  Facility  Rent  Payment  Date
following  the  occurrence  of such Event of Taking,  in the case of an Event of
Taking described in clause (a) of the second  preceding  sentence or (ii) on the
Facility  Rent  Payment  Date next  preceding  the date on which  the  Lessee is
required  to  relinquish  possession  of the Leased  Property  (or the  affected
portion  thereof),  in the case of an Event of Taking described in CLAUSE (b) of
the second  preceding  sentence,  in addition to all Basic Rent and Supplemental
Rent otherwise due on such date, an amount equal to the Lease Balance applicable
to the Leased  Property.  Upon the Issuer's receipt of such amount on such date,
the Lessor shall cause the Lessor's  interest in the affected Leased Property to
be conveyed to the Lessee in  accordance  with and subject to the  provisions of
SECTION 15.5 ("Purchase  Procedure") hereof;  PROVIDED,  HOWEVER,  that (A) such
conveyance may be by special warranty deed, but free and clear of Lessor's Liens
and the lien of the related  Mortgage,  (B) such conveyance  shall be subject to
all rights of the condemning authority,  (C) the Lessor shall have no obligation
to remove  title  defects  other than  Lessor  Liens and the lien of the related
Mortgage affecting such Leased Property and (D) the Lessee's ability to obtain a
title insurance policy shall not affect the Lessee's  obligation to purchase the
Lessor's  interest in the affected  Leased  Property.  Upon  completion  of such
purchase,  but not prior thereto,  the affected  Leased Property shall be deemed
released from this Lease and all  obligations of the Lessee and the Lessor under
this Lease with respect to such Leased  Property  (including  the  obligation to
make  further  payments of Basic Rent) shall  terminate,  except with respect to
obligations and liabilities

                                      -13-
<PAGE>
hereunder,  actual or contingent, that have arisen or relate to events occurring
on or prior to the date of such purchase,  or which are expressly  stated herein
to survive  termination of this Lease.  Upon the consummation of the purchase of
the affected Leased Property  pursuant to this SECTION 11.2, all Awards received
by the Lessor,  after deducting any reasonable and documented  costs incurred by
the Lessor in collecting such Awards, received or payable on account of an Event
of Taking  during the Lease Term shall be paid to the Lessee,  and all rights of
the Lessor in Awards not then  received  shall be  assigned to the Lessee by the
Lessor.  If no Event of Default has occurred and is then continuing,  the Lessee
shall have the right to negotiate with the condemning  authority and receive all
Awards, subject to the terms of this Lease.

         SECTION 11.3 CASUALTY.  If a Casualty  shall  occur,  the Lessee shall
rebuild and restore the affected Leased  Property,  will complete the same prior
to the Lease  Termination Date (provided that sufficient time to do so exists at
the time  such  Casualty  occurs)  and will  cause the  conditions  set forth in
SECTION 3.3 of the Participation  Agreement to be fulfilled with respect to such
restoration  and  rebuilding  prior to the  Lease  Termination  Date;  PROVIDED,
HOWEVER,  that  such  restoration  and  rebuilding  will be  performed,  and the
Improvements,  as applicable,  will be restored and rebuilt,  in accordance with
the  Plans  and  Specifications  as in  existence  on  the  date  on  which  the
certificate of occupancy for the affected Improvements was issued, as such Plans
and  Specifications  may have been modified in respect of Alterations  completed
prior to the  occurrence of such Casualty  pursuant to SECTION 7.2 hereof,  with
such additional  modifications  to such Plans and  Specifications  as the Lessor
shall consent to in writing, which consent shall not be unreasonably withheld or
delayed.

         SECTION 11.4 CONDEMNATION.  If a Condemnation  shall occur, the Lessee
shall  rebuild  and  restore  the  affected   Leased   Property  to  the  extent
practicable,  will  complete  the  same  prior  to the  Lease  Termination  Date
(provided  that  sufficient  time to do so exists at the time such  Condemnation
occurs),  and  will  cause  the  conditions  set  forth  in  SECTION  3.3 of the
Participation  Agreement to be fulfilled  with respect to such  restoration  and
rebuilding prior to the Lease Termination Date; PROVIDED,  HOWEVER,  that within
sixty (60) days after the  Lessee's  receipt of any Awards with  respect to such
Condemnation,  the  Lessee  shall  pay to the  Issuer,  for  application  to the
prepayment of the Borrower Promissory Note (and in turn paid to the Note Trustee
for payment of the Notes in accordance with the Note Indenture, (a) the portion,
if any,  of such  Awards  which  are  identified,  by the  condemner,  as  being
allocable  to the  Parcel  or (b)  if no  such  identification  is  made  by the
condemner, the portion, if any, of such Awards which are, in Lessee's good-faith
and reasonable judgment,  allocable to the Parcel; and provided,  further,  that
such  restoration and rebuilding  will be performed,  and the  Improvements,  as
applicable,  will be restored  and  rebuilt,  in  accordance  with the Plans and
Specifications as in existence on the date on which the certificate of occupancy
for the affected  Improvements,  as  applicable,  was issued,  as such Plans and
Specifications may have been modified in respect of Alterations  completed prior
to the  occurrence  of such  Condemnation  pursuant  to  SECTION  7.2  hereof or
modified  to adjust for a Casualty  of the Leased  Property  pursuant to SECTION
11.3 hereof, with such additional modifications to such Plans and Specifications
as  the  Lessor  shall  consent  to in  writing,  which  consent  shall  not  be
unreasonably withheld or delayed.

         SECTION 11.5 VERIFICATION OF RESTORATION  AND  REBUILDING.  The Lessee
will  promptly  notify  the  Issuer,  the Note  Trustee  and the  Lessor  of the
completion of the restoration or rebuilding of the Improvements,  as applicable,
after a Casualty or  Condemnation.  After  completion  of such

                                      -14-
<PAGE>

restoration  and rebuilding and in order to verify the Lessee's  compliance with
the  foregoing  SECTIONS  11.3 and 11.4,  the  Lessor  and the  Issuer and their
authorized  representatives  may, at their own risk and upon three (3)  Business
Days' notice to the Lessee,  inspect the Leased  Property and the  completion of
the  restoration  and  rebuilding  of  the  Improvements,   as  applicable.  All
reasonable and documented out-of-pocket costs of such inspection incurred by the
Lessor and the Credit  Bank will be paid by the Lessee  promptly  after  written
request.  No such  inspection  shall  unreasonably  interfere  with the Lessee's
operations or the operations of any other occupant of the 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 not making any such  inspection or inquiry.  None of the
inspecting  parties  shall incur any liability or obligation by reason of making
any such  inspection or inquiry unless and to the extent such  inspecting  party
causes damage to the Leased  Property or any property of the Lessee or any other
Person during the course of such inspection, whereupon, provided that the Lessee
shall not have been negligent or acted intentionally or with gross recklessness,
such inspecting  party shall be liable for any such damage or injury,  as may be
applicable,  shall  indemnify and hold the Lessee  harmless from and against all
claims, losses and liability as to such damage or injury.

         SECTION  11.6  APPLICATION  OF PAYMENTS.  (a) All proceeds  (except for
payments under insurance  policies  maintained other than pursuant to ARTICLE IX
of this Lease) received at any time by the Lessor, the Lessee or the Issuer from
any  Governmental  Authority or other Person with respect to any Condemnation or
Casualty to the 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 Lessee's  self-insurance or deductibles  ("LOSS
PROCEEDS"),  shall (except to the extent SECTION 11.9 hereof applies) be applied
as follows:

                  (i)   In the event  the  Lessee purchase the  affected  Leased
         Property  pursuant to SECTION 11.1 or SECTION  11.2  hereof,  such Loss
         Proceeds  shall be applied as set forth in such SECTION 11.1 or SECTION
         11.2, as the case may be;

                  (ii)  In the event of a Casualty at such time when an Event of
         Default has occurred and is  continuing  and the Lessee is obligated to
         repair and rebuild the Leased Property pursuant to SECTION 11.3 hereof,
         the  Lessee  may,  in good  faith  and  subsequent  to the date of such
         Casualty,  certify to the Issuer and to the applicable  insurer that no
         Default or Event of Default has occurred, in which event the applicable
         insurer  shall pay the Loss Proceeds to the Lessee and, if requested by
         the Lessee, the Credit Bank and the Lessor shall so direct the insurer;

                  (iii) In the  event of a  Condemnation  at such  time  when an
         Event of  Default  has  occurred  and is  continuing  and the Lessee is
         obligated to repair and rebuild the Leased Property pursuant to SECTION
         11.4 hereof,  the Lessor and the Credit Bank (if  required)  shall upon
         the Lessee's  request  assign to the Lessee the Lessor's and the Credit
         Bank's (if  applicable)  interest in any  applicable  Awards except for
         Awards  (or  portions  thereof)  described  in  SECTION  11.4(a) or (b)
         hereof; and

                  (iv)  As provided in SECTION 11.8 hereof if such Section is
         applicable.

                                      -15-
<PAGE>
                  (b)  During any period of repair or rebuilding  pursuant to
this  ARTICLE XI, this Lease will remain in full force and effect and Basic Rent
shall  continue to accrue and be payable  without  abatement or  reduction.  The
Lessee shall maintain records setting forth information  relating to the receipt
and  application of payments in accordance  with this SECTION 11.6. Such records
shall be kept on file by the Lessee at its offices  and shall be made  available
to the Lessor and the Credit Bank upon request.

         SECTION 11.7 PROSECUTION  OF AWARDS (a) If, during the  continuance of
any Event of Default, any Condemnation shall occur, the Lessee shall give to the
Lessor and the Credit Bank  promptly,  but in any event  within  sixty (60) days
after the occurrence of such Condemnation, 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
Lessee shall control the negotiations with the relevant  Governmental  Authority
as to any proceeding in respect of which Awards are required, under SECTION 11.6
hereof, to be assigned or released to the Lessee; PROVIDED,  HOWEVER, that if an
Event of Default shall have occurred and be continuing  the Lessor shall control
such negotiations.  The Lessee hereby irrevocably assign,  transfer and set over
to the Lessor all rights of the Lessee to any Award made during the  continuance
of an Event of Default  on  account  of any Event of Taking or any  Condemnation
and,  if there  will not be  separate  Awards to the  Lessor  and the  Lessee on
account  of such Event of Taking or  Condemnation,  irrevocably  authorizes  and
empowers the Lessor  during the  continuance  of an Event of Default,  with full
power of  substitution  in the name of the  Lessee  or  otherwise  (but  without
limiting  the  obligations  of the Lessee  under this  ARTICLE  XI), to file and
prosecute what would  otherwise be the Lessee's claim for any such Award and, in
the case of the Lessor, to collect,  receipt for and retain the same;  PROVIDED,
HOWEVER,  that in any event the Lessor may participate in any such negotiations,
and no settlement  will be made without the Lessor's  prior  consent,  not to be
unreasonably withheld or delayed.

                  (b)  Notwithstanding the foregoing,  the Lessee may prosecute,
and the Lessor shall have no interest in, any claim with respect to the Lessee's
trade  fixtures,   other  personal  property  and  equipment  and  the  Lessee's
relocation expenses.

         SECTION 11.8 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 the
Leased Property which is not an Event of Taking, this Lease shall remain in full
force and effect,  without any  abatement or  reduction  of Basic Rent,  and the
Awards for the Leased  Property  shall,  unless an Event of Default has occurred
and is continuing, be paid to the Lessee.

         SECTION 11.9 OTHER   DISPOSITIONS.   Notwithstanding   the  foregoing
provisions  of this  ARTICLE  XI,  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, the Lessee  pursuant to
this ARTICLE XI shall be paid to the Lessor as security for the  obligations  of
the Lessee under this Lease and, at such time  thereafter as no Event of Default
shall be  continuing,  such amount  shall be paid  promptly to the Lessee to the
extent not previously applied by the Lessor in accordance with the terms of this
Lease or the other Operative Documents.

                                      -16-
<PAGE>
         SECTION 11.10 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 the Leased  Property,  and the Lessee shall continue to perform
and fulfill all of the Lessee's obligations,  covenants and agreements hereunder
notwithstanding  such Casualty,  Event of Loss,  Event of Taking or Condemnation
until the Lease Termination Date. The foregoing  notwithstanding,  if and to the
extent that,  pursuant to the  provisions of this Lease and the other  Operative
Documents,  Loss Proceeds or Awards are paid over to and permanently retained by
the  Issuer  or the  Lessor,  Lessee  shall  receive  as a  credit  against  its
obligation to pay Basic Rent or, as applicable, the Lease Balance, in the amount
of any such Loss Proceeds or Awards.

                                   ARTICLE XII
                           INTEREST CONVEYED TO LESSEE

                  (a)  INTENT OF THE  PARTIES.  It is the  intent of the parties
hereto  that for  financial  accounting  purposes,  this  Lease  constitutes  an
"operating  lease" pursuant to Statement of Financial  Accounting  Standards No.
13, as amended,  and for purposes of  commercial,  real estate,  bankruptcy  and
federal, state and local income tax law, the transaction  contemplated hereby is
a financing arrangement. The parties hereto further intend that the Lessee shall
be treated as owners of the Leased Property for income tax purposes and shall be
entitled to all deductions for  depreciation  thereof.  The Lessor shall take no
action inconsistent with such treatment.

                  (b)  MORTGAGE OR DEED OF TRUST AND SECURITY  AGREEMENT.  It is
the intent of the parties  hereto that (i) the  obligations  of the Lessee under
this  Lease to pay Basic Rent and  Supplemental  Rent,  or the Lease  Balance in
connection  with any  purchase  of the Leased  Property  pursuant to this Lease,
shall be treated as payments of interest on and  principal of,  respectively,  a
loan from the Lessor to the Lessee,  and (ii) this Lease shall be deemed to, and
does, constitute, INTER-ALIA, a mortgage and security agreement, a deed of trust
and security agreement,  or other similar  instrument,  as more particularly set
forth in the Memorandum of Lease for each Property, respectively, to be executed
by the Lessor and the Lessee  simultaneously  herewith and to be recorded in the
Real  Property  Records where such  Property is located,  pursuant to which,  in
order to secure  payment of the  aforesaid  loan and all other  amounts  payable
hereunder and under the Operative  Documents by the Lessee,  and the performance
by the Lessee of all of its covenants and obligations under this Lease and under
the  Operative  Documents,  for and in  consideration  of the sum of One  Dollar
($1.00)  paid to the  Lessee,  and other good and  valuable  consideration,  the
receipt  and  sufficiency  of which are  hereby  acknowledged,  the  Lessee  has
bargained,  sold,  given,  granted,  conveyed  and  assigned,  and does by these
presents bargain,  sell, give, grant, convey and assign, with power of sale, (A)
in  connection  with each  Property  for which the related  Memorandum  of Lease
incorporates a mortgage and security  agreement,  to the Lessor,  its successors
and assigns,  as mortgagee,  and (B) in connection  with each Property for which
the  related  Memorandum  of Lease  incorporates  a deed of trust  and  security
agreement,  to the trustee  therein  named,  and its  successors  and assigns in
trust,  for the benefit of the Lessor,  all of the  Lessee's  present and future
estate,  right title and interest in and to the  portions of each such  Property
which  constitute  interests in real  property,  including all right,  title and
interest of the Lessee in and to the fee title to, and reversionary interest in,
each such Property,  and a leasehold  mortgage on the Lessee's  leasehold estate
under

                                      -17-
<PAGE>

this  Lease,  and a  security  interest  and lien on the  portions  of each such
Property which do not constitute interests in real property, and all proceeds of
the conversion,  voluntary or  involuntary,  of any or all of the foregoing into
cash,  investments,  securities  or other  property,  to have  and to hold  such
interests in each such  Property unto the Lessor,  as mortgagee,  or the trustee
named in such deed of trust for the benefit of the  Lessor,  as the case may be,
and their respective  successors and assigns,  forever, it being agreed that the
provisions  set forth in each  such  Memorandum  of Lease  hereby  are  entirely
incorporated by reference with respect to each such Property with the same force
and effect as if set forth at length herein.

                  (c)  Specifically,   without   limiting  the   generality  of
SUBSECTION  (b) of this ARTICLE XII, the Lessor and the Lessee  intend and agree
that with respect to the nature of the  transactions  evidenced by this Lease in
the  context  of  the  exercise  of  remedies  under  the  Operative  Documents,
including,  without  limitation,  in the case of any insolvency or  receivership
proceedings or a petition under the United States  bankruptcy  laws or any other
applicable  insolvency  laws or statute  of the United  States of America or any
State or  Commonwealth  thereof  affecting  the  Lessee and the  Lessor,  or any
enforcement or collection actions, the transaction  evidenced by this Lease is a
loan made by the  Lessor  as an  unrelated  third  party  lender to the  Lessee,
secured by the Leased  Property,  (it being  understood  that the Lessee  hereby
mortgages,  grants,  bargains,  sells,  releases,  confirms,  conveys,  assigns,
transfers and sets over to the trustee or  mortgagee,  as the case may be, named
in the applicable  Memorandum of Lease for each Property,  and grants a security
interest in, the Leased  Property  (consisting of a fee mortgage with respect to
all  right,  title and  interest  of the  Lessee in and to the fee title to, and
reversionary  interest in, the Leased Property) and a leasehold  mortgage on the
Lessee's leasehold estate under this Lease, all to secure such loans,  effective
on the date hereof,  to have and to hold such  interests in the Leased  Property
unto the Lessor and its successors and assigns,  forever,  provided  always that
these  presents are upon the express  condition  that,  if all amounts due under
this Lease shall have been paid and satisfied in full,  then this instrument and
the estate hereby granted shall cease and become void).

                  (d)  Specifically,  but without  limiting  the  generality  of
SUBSECTION (b) of this ARTICLE XII, the Lessor and the Lessee further intend and
agree that,  with  respect to that portion of the Leased  Property  constituting
personal property,  for the purpose of securing the Lessee's obligations for the
repayment to the Lessor of the  above-described  loan, (i) this Lease shall also
be deemed to be a security agreement and financing  statement within the meaning
of Article 9 of the Uniform  Commercial  Code; (ii) the conveyance  provided for
hereby  shall be deemed to be a grant by the  Lessee to the Lessor of a lien and
security  interest in all of the Lessee's  present and future  right,  title and
interest  in and to such  portion  of the  Leased  Property,  including  but not
limited  to the  Lessee's  leasehold  estate  therein  and all  proceeds  of the
conversion,  voluntary or involuntary, of the foregoing, into cash, investments,
securities  or  other  property,  whether  in the  form  of  cash,  investments,
securities or other property to secure such loans, effective on the date hereof,
to have and to hold such  interests in the Leased  Property  unto the Lessor and
its successors  and assigns,  forever,  PROVIDED  ALWAYS that these presents are
upon the express  condition that, if all amounts due under this Lease shall have
been paid and  satisfied in full,  then this  instrument  and the estate  hereby
granted shall cease and become void; (iii) the possession by the Lessor of notes
and such other items of property as constitute  instruments,  money,  negotiable
documents  or chattel  paper  shall be deemed to be  "possession  by the secured
party" for  purposes

                                      -18-
<PAGE>
of  perfecting  the security  interest  pursuant to Section 9-305 of the Uniform
Commercial Code; and (iv)  notifications  to Persons holding such property,  and
acknowledgements,  receipts  or  confirmations  from  financial  intermediaries,
bankers or agents  (as  applicable)  of the Lessee  shall be deemed to have been
given for the purpose of perfecting such security interest under Applicable Law.
The Lessor and the Lessee shall, to the extent  consistent with this Lease, take
such  actions  and  execute,  deliver,  file and record  such  other  documents,
financing  statements,   mortgages  and  deeds  of  trust,  including,   without
limitation,  each  Memorandum  of Lease,  as may be necessary to ensure that, if
this Lease were deemed to create a security  interest in the Leased  Property in
accordance with this ARTICLE XII, such security interest would be deemed to be a
perfected  security  interest with priority over all Liens other than  Permitted
Liens,  under Applicable Law and will be maintained as such throughout the Lease
Term.

                                  ARTICLE XIII
                                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) the Lessee  shall fail to make any  payment of Basic Rent when due,
or, with respect to any Rent Payment Date other than the  Scheduled  Termination
Date, within a period of four days after written notice of such failure has been
given to the Lessee and the Guarantor;

         (b) the Lessee shall fail to make any payment of Supplemental Rent when
due and such failure shall continue for a period of 10 days after written notice
of such failure has been given to the Lessee and the Guarantor.

         (c) the Lessee shall fail to pay the Lease Balance when due pursuant to
SECTIONS 11.1,  11.2,  15.1 or 15.2 hereof,  or the Lessee shall fail to pay the
Recourse Deficiency Amount when required pursuant to ARTICLE XV hereof;

         (d) the Lessee shall fail to maintain insurance as required by ARTICLE
IX hereof;

         (e) [reserved];

         (f) any  representation  or  warranty  by the  Lessee in any  Operative
Document or in any certificate or document  delivered to the Lessor,  the Issuer
or the Credit Bank pursuant to any Operative Document, shall have been incorrect
in any material  respect when made and has resulted in a Material Adverse Effect
on the Lessee;

         (g) (i) the  entry  of a  decree  or  order  by a court  or  agency  or
supervisory  authority  of  competent  jurisdiction  for  the  appointment  of a
conservator,  receiver,  liquidator or trustee for the Lessee in any bankruptcy,
receivership,  conservatorship,  insolvency or similar  proceedings,  or for the
winding up or liquidation of its affairs, and any such decree or order continues
unstayed and in effect for a period of 90 consecutive  days, or (ii) the consent
by the Lessee to the  appointment  of a

                                      -19-
<PAGE>

conservator,  receiver,  liquidator or trustee for the Lessee in any bankruptcy,
receivership,  conservatorship, insolvency or similar proceedings of or relating
to the Lessee or relating to  substantially  all its property,  the admission in
writing by the Lessee of its inability to pay its debts generally as they become
due, the filing by the Lessee of a petition to take  advantage of any applicable
bankruptcy,  receivership,  conservatorship,  insolvency or similar statute, the
making by the Lessee of an  assignment  for the benefit of its  creditors or the
voluntary suspension by the Lessee of payment of its obligations;

         (h) the 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), (i) or (j) of this ARTICLE XIII) to be performed or
observed by it hereunder or under the other Operative Documents and such failure
shall  continue  for a period of 30 days after the  Lessee's  receipt of written
notice thereof from the Lessor (PROVIDED, HOWEVER, if such failure is other than
the  payment of money and is of such  nature  that it can be  corrected  but not
within the applicable period, then that failure shall not constitute an Event of
Default so long as the Lessee  institutes  curative action within the applicable
period and diligently pursues that action to completion);

         (i) a failure of the Lessee to perform any term,  covenant or agreement
on its part to be performed  under any agreement or  instrument  (other than the
Operative Documents) evidencing,  securing or relating to any indebtedness owing
by the Lessee when required to be performed, if the effect of such failure is to
accelerate the maturity of such  indebtedness or to permit the holder or holders
of such  indebtedness or the trustee or trustees under any such  indebtedness to
cause such indebtedness to become due prior to the stated maturity thereof,  and
such failure shall  continue for a period of 45 days after the expiration of any
applicable grace or cure periods  (PROVIDED,  HOWEVER,  if such failure is other
than the payment of money and is of such nature that it can be corrected but not
within such 45 days,  then that failure shall not constitute an Event of Default
so  long as the  Lessee  institutes  curative  action  within  such  period  and
diligently pursues that action to completion);

         (j) the occurrence of any event or condition designated as an "Event of
Default" under the Parent Guaranty.


                                   ARTICLE XIV
                                   ENFORCEMENT

         SECTION 14.1 REMEDIES.  Upon the occurrence of any Event of Default and
at any time  thereafter,  the  Lessor  may,  so long as such Event of Default is
continuing, do one or more of the following as the Lessor in its sole discretion
shall determine,  without limiting any other right or remedy the Lessor may have
on  account  of such  Event  of  Default  (including,  without  limitation,  the
obligation  of the  Lessee  to  purchase  the  Leased  Property  as set forth in
SECTIONS 15.2 and 15.3 hereof):

         (a) Subject to SUBSECTION  (e) of this SECTION 14.1, the Lessor may, by
notice to the Lessee,  rescind or terminate  this Lease as of the date specified
in such notice (the "Final Rent Payment  Date"),  which date shall,  unless such
notice is  subsequently  rescinded by the Lessor,  become the Lease  Termination
Date, and the Lessee shall be required to purchase the Leased

                                      -20-
<PAGE>

Property  pursuant  to  SECTION  15.2  hereof;  PROVIDED,  HOWEVER,  that (i) no
reletting,  reentry or taking of possession of the Leased Property by the Lessor
will be construed as an election on the  Lessor's  part to terminate  this Lease
unless  a  written  notice  of such  intention  is  given  to the  Lessee,  (ii)
notwithstanding any reletting,  reentry or taking of possession,  the Lessor may
at any time thereafter  elect to terminate this Lease for a continuing  Event of
Default  and  (iii) no act or thing  done by the  Lessor  or any of its  agents,
representatives  or  employees  and no  agreement  accepting a surrender  of the
Leased  Property  shall be valid unless the same be made in writing and executed
by the Lessor.

         (b) Subject to SUBSECTION  (e) of this SECTION 14.1, the Lessor may (i)
demand that the  Lessee,  and the Lessee  shall upon the  written  demand of the
Lessor,  return and surrender the Leased Property  promptly to the Lessor in the
manner and condition  required by, and  otherwise in accordance  with all of the
provisions of,  ARTICLES VII and XV hereof as if the Leased  Property were being
returned  at the end of the Lease Term,  and the Lessor  shall not be liable for
the  reimbursement  of the Lessee  for any costs and  expenses  incurred  by the
Lessee in connection  therewith  and (ii) without  prejudice to any other remedy
which the Lessor may have for  possession  of the  Leased  Property,  and to the
extent and in the manner  permitted  by  Applicable  Law,  enter upon the Leased
Property and take  immediate  possession of (to the exclusion of the Lessee) the
Leased Property or any part thereof and expel or remove the Lessee and any other
Person who may be  occupying  the Leased  Property,  by summary  proceedings  or
otherwise, all without liability to the 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 the Lessor's other damages,  the
Lessee shall be responsible for the reasonable and documented costs and expenses
of reletting, including brokers' fees and the reasonable and documented costs of
any alterations or repairs made by the Lessor.

         (c) Subject to SUBSECTION  (e) of this SECTION 14.1, the Lessor may (i)
sell all or any part of the Leased  Property at public or private  sale,  as the
Lessor may determine, free and clear of any rights of the Lessee and without any
duty to account to the Lessee  with  respect to such  action or  inaction or any
proceeds with respect  thereto  (except to the extent required by CLAUSE (ii) of
this SUBSECTION (c) if the Lessor shall elect to exercise its rights thereunder)
in which event the Lessee's  obligation to pay Basic Rent  hereunder for periods
commencing  after the date of such sale shall be terminated  or  proportionately
reduced,  as the case may be and (ii) if the Lessor shall so elect,  demand that
the Lessee pay to the Lessor,  and the Lessee  shall pay to the  Lessor,  on the
date of such sale,  as  liquidated  damages  for loss of a bargain  and not as a
penalty (the parties hereto  agreeing that the 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 Rent Payment Date  coinciding  with such date of sale
(or, if the sale date is not a Rent  Payment  Date,  the Rent  Payment Date next
preceding the date of such sale)), an amount equal to (A) the excess, if any, of
(1) the sum of all Rent due and unpaid to and  including  such Rent Payment Date
plus an amount  equal to the Lease  Balance  as of the date of sale over (2) the
net  proceeds  of such sale (that is,  after  deducting  all costs and  expenses
incurred by or on behalf of the Lessor incident to such  conveyance  (including,
without limitation,  all costs, expenses,  fees, premiums and taxes described in
SECTION 15.5(b) hereof),  plus (B) interest at the Overdue Rate on the foregoing
amount from such Rent  Payment  Date until the date of  payment.  Any amounts so
collected  pursuant  to this  SUBSECTION  (c)  shall  be  applied  (after  first
deducting  amounts expended by the Lessor in connection with the Leased Property
and the  Operative  Documents  and not then

                                      -21-
<PAGE>

reimbursed)  to reduce the Lease Balance.  The Lessor agrees,  upon the Lessee's
written request and at the Lessee's sole expense,  to provide the Lessee with an
accounting  showing in reasonable  detail the  application of amounts  collected
pursuant to this SUBSECTION (c).

         (d) The Lessor may, at its option,  elect not to  terminate  the Lease,
and continue to collect all Basic Rent,  Supplemental Rent and all other amounts
due the Lessor  (together with all costs of collection) and enforce the Lessee's
obligations  under  this  Lease as and when the same  become  due,  or are to be
performed,  and at the option of the Lessor,  upon any abandonment of the Leased
Property by the Lessee and  re-entry  of same by the Lessor,  the Lessor may, in
its sole and absolute discretion, elect not to terminate this Lease and may make
such reasonable  alterations and necessary  repairs in order to relet the Leased
Property,  and relet the Leased  Property  or any part  thereof for such term or
terms (which may be for a long term extending beyond the term of this Lease) and
at such rental or rentals and upon such other terms and conditions as the Lessor
in its reasonable  discretion may deem  advisable.  Upon each such reletting all
rentals actually  received by the Lessor from such reletting shall be applied to
the Lessee's obligations hereunder in such order, proportion and priority as the
Lessor  may elect in the  Lessor's  sole and  absolute  discretion,  and 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 Lessee  hereunder,  the Lessee
shall pay any deficiency, as calculated by the Lessor, to the Lessor on the Rent
Payment Date in such Rent Period.

         (e) Before exercising its rights under SUBSECTIONS (a), (b), (c) or (d)
of this SECTION 14.1 with respect to the Leased Property, the Lessor shall first
permit the Lessee to  purchase,  on or before the Default  Rent Payment Date (as
hereinafter  defined),  the Lessor's  interest in all, but not less than all, of
the Leased Property in accordance with the provisions of SECTIONS 15.2, 15.4 and
15.5 hereof;  PROVIDED,  HOWEVER, that such purchase shall occur on the date set
forth in the notice provided for in the following sentence,  notwithstanding the
provisions  in such SECTION 15.2 calling for such purchase to occur on the Lease
Termination  Date.  Before exercising its rights under SUBSECTIONS (a), (b), (c)
or (d) of this SECTION 14.1,  the Lessor shall provide the Lessee with a written
notice stating (i) that an Event of Default has occurred and is then continuing,
(ii) that,  if left  uncured,  the  Lessor  intends to pursue one or more of the
remedies set forth in SUBSECTIONS  (a), (b), (c) and (d) of this SECTION 14.1 if
the Lessee does not purchase  the Leased  Property on or before the Default Rent
Payment Date, (iii) the date specified by the Lessor as the Default Rent Payment
Date and (iv) that the Lessee  must either cure the Event of Default or purchase
all, but not less than all, of the Leased Property on or before the Default Rent
Payment Date pursuant to the provisions of SECTIONS 15.2,  15.4 and 15.5 hereof.
As used  herein,  "DEFAULT  RENT  PAYMENT  DATE"  shall mean the  Business  Day,
selected by the Lessor,  occurring at least 30 days after the date of the notice
described in the immediately  preceding  sentence or if less than 30 days remain
until the Scheduled  Termination Date, such Scheduled Termination Date. It shall
only be  necessary  for the Lessor to provide  the  Lessee  one  opportunity  to
purchase the Leased  Property  pursuant to this SUBSECTION (e) unless the Credit
Bank and the Lessor shall,  in a written  notice  delivered to the Lessee,  have
waived the Event of Default and expressly reinstated the Lessee's opportunity to
purchase  the  Lessor's  interest  in  the  Leased  Property  pursuant  to  this
subsection.

         (f) To the extent not inconsistent  with SUBSECTION (e) of this SECTION
14.1, the 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

                                      -22-
<PAGE>

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
the  Lessor's  right  to  collect  any  such  damages  for any  subsequent  Rent
Period(s),  or the 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.

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

         SECTION 14.2 REMEDIES CUMULATIVE;  NO WAIVER;  CONSENTS.  To the extent
permitted  by, and subject to the  mandatory  requirements  of,  Applicable  Law
(subject in all events to SECTION 14.1(e) hereof),  each and every right,  power
and remedy  herein  specifically  given to the 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 the  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 the 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 the Lessee or to be an acquiescence therein. The Lessor's consent to any
request  made by the Lessee  shall not be deemed to  constitute  or preclude the
necessity  for  obtaining the Lessor's  consent,  in the future,  to all similar
requests.  No express  or  implied  waiver by the Lessor of any Event of Default
shall in any way be,  or be  construed  to be, a waiver of any  future  Event of
Default. To the extent permitted by Applicable Law, the Lessee hereby waives any
rights now or hereafter  conferred by statute or otherwise  that may require the
Lessor to sell,  lease or otherwise  use the Leased  Property or part thereof in
mitigation of the Lessor's damages upon the occurrence of an Event of Default or
that may otherwise  limit or modify any of the Lessor's rights or remedies under
this ARTICLE XIV.

                                   ARTICLE XV
                      SALE, RETURN OR PURCHASE OF PROPERTY

         SECTION 15.1 LESSEE'S  OPTION TO  PURCHASE.  Subject to the terms and
conditions and  provisions set forth in this ARTICLE XV,  PROVIDED that no Event
of Default shall have  occurred and be  continuing  Lessee shall have the option
(the  "PURCHASE  OPTION"),  exercisable  at any time during the Lease Term on or
prior to the tenth Business Day next preceding the Scheduled  Termination  Date,
to purchase from the Lessor the Lessor's interest in any of the Properties for a
purchase price equal to the Purchase Option Price for such Property. Such option
must be  exercised by written  notice to the Lessor and the Credit  Bank,  which
exercise shall be irrevocable, and such notice will specify the closing date for
the Lessee's  purchase of the  specified  Property,  which date shall be (i) not
less than ten (10)  Business  Days or more than 90 calendar  days  following the
Lessor's  receipt  of such  notice  and (ii) in any  event  not  later  than the
Scheduled  Termination Date. If the Purchase Option is exercised pursuant to the
foregoing, then, subject to the provisions set

                                      -23-
<PAGE>

forth in this ARTICLE XV, on such closing  date,  the Lessor shall convey to the
Lessee,  and the Lessee shall  purchase from the Lessor,  all, but not less than
all, of the Lessor's interest in the specified Property.  If the Lessee fails to
exercise the Purchase Option in a timely manner,  then the Purchase Option shall
thereupon  automatically terminate without any further action of the Lessor, and
the Purchase Option shall thereafter be of no force or effect.

         SECTION 15.2 EXTENSION; PURCHASE OBLIGATION.

         (a)  EXTENSION  OF LEASE TERM.  Provided  that (i) the Lessee shall not
have  exercised the Purchase  Option and  purchased  all of the Leased  Property
pursuant  thereto,  (ii) the Lessee  shall not have  exercised  the  Remarketing
Option and fulfilled all of the conditions of SECTION 15.6 hereof,  (iii) in the
event the Lessee shall have exercised the  Remarketing  Option and fulfilled the
conditions  of SECTION  15.6  hereof,  the Lessor shall not have either sold its
interest in the Leased Property  pursuant thereto or rejected such sale pursuant
to SECTION 15.6(XI)  hereof,  and (iv) no Default or Event of Default shall have
occurred and remain uncured,  THEN, on or prior to the Lease  Termination  Date,
the  Lessee and the Lessor may  provide  for an  extension  to the Lease Term on
mutually  agreeable  terms,  provided that all such  amendments to the Operative
Documents necessary to implement such extension  (including,  but not limited to
required amendments of the Borrower Promissory Note) shall be mutually agreeable
to all parties to the Participation  Agreement,  except that the approval of the
Credit  Bank  shall  not be  required  in the  event  that all  Letter of Credit
Liabilities and other amounts payable to the Credit Bank under the Reimbursement
Agreement  have been paid in full, the Letter of Credit shall have been returned
to the Credit Bank for  cancellation,  and an  Alternate  Letter of Credit shall
have been  delivered to the Note Trustee in accordance  with SECTION 8.05 of the
Note Indenture and SECTION 2.8 of the Participation Agreement.

         (b)  PURCHASE  OBLIGATION.  Unless  any one of the  following  numbered
events shall have  occurred:  (i) the Lessee shall have  properly  exercised the
Purchase  Option with respect to all of the Leased Property and purchased all of
the  Leased  Property  pursuant  thereto;  (ii) the Lessee  shall have  properly
exercised the Remarketing  Option and shall have fulfilled all of the conditions
of SECTION 15.6 hereof and the Lessor shall have sold its interest in the Leased
Property  pursuant thereto;  (iii) the Lessee shall have properly  exercised the
Remarketing  Option and shall have  fulfilled  all of the  conditions of SECTION
15.6 hereof but the Lessor  shall have  rejected  such sale  pursuant to SECTION
15.6(xi)  hereof and the  Lessee  shall then have  timely  fulfilled  all of its
obligations  under  SECTION 15.7 and 15.8  hereof;  or (iv) the Lease Term shall
have been extended in accordance with SECTION 15.2(a) hereof;  THEN,  subject to
the terms,  conditions  and  provisions set forth in this ARTICLE XV, the Lessee
shall  purchase from the Lessor,  and the Lessor shall convey to the Lessee,  on
the Lease  Termination Date all of the Lessor's  interest in the Leased Property
for the  purchase  price  specified  in  SECTION  15.4  hereof.  The  Lessee may
designate,  in a notice given to the Lessor not less than ten (10) Business Days
prior  to the  closing  of  such  purchase  (time  being  of the  essence),  the
transferee to whom the  conveyance  shall be made (if other than to the 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 the Lessee to be released,  fully or partially,
from any of its obligations under this Lease.

                                      -24-
<PAGE>

         SECTION 15.3 ACCELERATION OF PURCHASE OBLIGATION.  The Lessee shall be
obligated to purchase the Lessor's interest in the Leased Property  immediately,
and automatically,  for the purchase price set forth in SECTION 15.4 hereof, and
without notice upon the  occurrence of any Event of Default  specified in CLAUSE
(g) of ARTICLE XIII hereof;  provided,  however,  that (without affecting any of
the Lessee's  obligations  under SECTION 15.5 hereof or otherwise)  the Lessor's
obligations  under SECTION 15.5(a) hereof shall be limited to delivery of a quit
claim deed of the Leased Property.

         SECTION 15.4 DETERMINATION OF PURCHASE PRICE. Upon the purchase by the
Lessee of all the Lessor's  interest in the Leased Property pursuant to SECTIONS
15.2 or 15.3 hereof,  the  purchase  price for the Leased  Property  shall be an
amount equal to the Lease Balance as of the closing date therefor.

         SECTION 15.5 PURCHASE PROCEDURE.

         (a) If the Lessee shall  purchase  the Lessor's  interest in the Leased
Property  pursuant  to any  provision  of this Lease  (other than as provided in
SECTION  15.3  hereof),  (i) the Lessee  shall  accept from the Lessor,  and the
Lessor shall convey to the Lessee, a conveyance of the Property or Properties to
be purchased  pursuant to the provisions of SECTION 15.1, or, in any other case,
of all the Leased Property, by a duly executed and acknowledged special warranty
deed in recordable form, (ii) upon the date fixed for any purchase  hereunder of
the Lessor's interest in any Property pursuant to SECTION 15.1, and in any other
case, the Leased  Property,  the Lessee shall pay to the order of the Lessor the
applicable purchase price for the Property,  or all the Leased Property,  as the
case may be, by wire transfer of federal funds and (iii) the Lessor shall convey
to the Lessee the  Lessor's  interest  in the Leased  Property  via the  special
warranty  deed  described  above and the Lessor will  execute and deliver to the
Lessee such other  documents as may be legally  required in order to effect such
conveyance,  and such other  documents as may be required by the escrow agent in
order to close  escrow and issue to the Lessee an ALTA  owners  title  policy in
respect  of such  Property  subject  only to (A) the  exceptions  set  forth  on
Schedule  B of the Title  Policy  other  than the  applicable  Mortgage  and the
Assignment  of Lease and  Rents,  (B) such  exceptions  created or caused by the
Lessee, or otherwise  resulting from any act or failure to act by the Lessee, or
consented  to by the  Lessee  and  (C)  taxes  and  assessments  not yet due and
payable.

         (b) In the event  that the  Lessee  exercises  the  Remarketing  Option
pursuant to SECTION 15.6 hereof and fulfills all of the  conditions set forth in
CLAUSES (i) through (xiii) thereof (collectively, the "Remarketing Conditions"),
and if the Lessor does not reject the purchase offer for the Leased  Property as
provided in SECTION  15.6 (xi) hereof,  then upon payment of the purchase  price
and  the  satisfaction  by  such  purchaser  of all of  the  applicable  closing
conditions,  the Lessor shall convey to such purchaser the Lessor's  interest in
the Leased Property by a duly executed and acknowledged trustee's fiduciary deed
in recordable  form,  and the Lessor will execute and deliver to such  purchaser
(or the Lessee,  as appropriate) such other documents as may be legally required
in order to effect such conveyance,  and such other documents as may be required
by such purchaser's  title insurance company in order to issue to such purchaser
an ALTA owners title  insurance  policy for each Parcel  subject only to (i) the
exceptions  set  forth  on  Schedule  B of the  Title  Policy,  other  than  the
applicable  Mortgage and the Assignment of Lease and Rents, (ii) such exceptions
created or caused by the Lessee, or otherwise  resulting from any act or failure
to act by the  Lessee,  or  consented  to by the  Lessee  and  (iii)  taxes  and
assessments not yet due and payable.

                                      -25-
<PAGE>

         (c) The Lessee  shall,  at Lessee's  sole cost and expense,  obtain all
required  governmental and regulatory  approval and consents and shall make such
filings as required by Applicable  Law. In the event that the Lessor is required
by Applicable Law to take any action in connection  with such purchase and sale,
the Lessee shall pay all costs  incurred by the Lessor in connection  therewith.
In  addition,  all  charges  incident  to such  conveyance,  including,  without
limitation,  the Lessee's  attorneys' fees, the Lessor's  reasonable  attorneys'
fees,  commissions,  the Lessee's and the 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 and paid by the Lessee.

         (d)  Upon   expiration  or  termination  of  this  Lease  resulting  in
conveyance of the Lessor's  interest in the title to the Leased  Property to the
Lessee, there shall be no apportionment of taxes, insurance,  utility charges or
other charges  payable with respect to the Leased  Property,  all of such taxes,
insurance,  utility or other  charges due and payable with respect to the Leased
Property prior to termination  being payable by the Lessee hereunder and all due
after  such time  being  payable  by the  Lessee as the then owner of the Leased
Property.

         SECTION 15.6 OPTION TO REMARKET.  Subject to the fulfillment of each of
the  conditions set forth in this SECTION 15.6, the Lessee shall have the option
(the  "Remarketing  Option") to market the Leased Property for the Lessor and to
procure a purchaser  therefor.  The Lessee's 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 shall render the
Remarketing  Option and the Lessee's  exercise  thereof null and void,  in which
event,  the Lessee shall be obligated to perform its  obligations  under SECTION
15.2 hereof, "Purchase Obligation":

                  (i)   Not earlier than six months nor later than 90 days
         before the Scheduled Termination Date, the Lessee shall give to the
         Lessor written  notice of the  Lessee's  exercise of the  Remarketing
         Option, which exercise shall be irrevocable  unless otherwise agreed in
         writing by the Credit Bank.

                  (ii)   Not later than ten (10) Business Days prior to the
         Lease Termination   Date,  the Lessee shall deliver  to the  Lessor  an
         environmental  assessment of the Leased  Property  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 Lessee and  reasonably  acceptable  to the
         Lessor  and the Credit  Bank,  shall be in form,  detail and  substance
         reasonably  acceptable  to the Lessor and the  Credit  Bank,  and shall
         otherwise  indicate the environmental  condition of the Leased Property
         to be the same as described in the  Environmental  Audit for the Leased
         Property delivered in connection with the Closing.

                  (iii)  On the date of the Lessee's notice to the Lessor of the
         Lessee's exercise of the Remarketing  Option, no Event of Default shall
         exist,  and  thereafter,  no Event of Default  shall have  occurred and
         remain outstanding on the Scheduled Termination Date.

                                      -26-
<PAGE>
                  (iv)   The  Lessee  shall  have   completed  all  Alterations,
         restoration and rebuilding of the Leased Property  pursuant to SECTIONS
         7.2, 11.3 and 11.4 hereof (as the case may be) and shall have fulfilled
         all of the conditions and requirements in connection therewith pursuant
         to said Sections, in each case by the date on which the Lessor receives
         the Lessee's notice of the Lessee's exercise of the Remarketing  Option
         (time being of the  essence),  regardless  of whether the same shall be
         within the Lessee's control.

                  (v)    Once the Lessee has exercised the Remarketing Option as
         provided  in CLAUSE (I) of this  SECTION  15.6,  the Lessee  shall,  as
         nonexclusive agent for the Lessor, use commercially  reasonable efforts
         to sell the Lessor's  interest in the Leased  Property and will attempt
         to obtain the  highest  purchase  price  therefor.  The Lessee  will be
         responsible for hiring brokers and making the Leased Property available
         for  inspection by  prospective  purchasers.  The Lessee shall promptly
         provide any maintenance  records relating to the Leased Property to the
         Lessor and any potential purchaser upon request, and shall otherwise do
         all  things  necessary  to sell and  deliver  possession  of the Leased
         Property to the purchaser.  All such  marketing of the Leased  Property
         shall be at the  Lessee's  sole  expense.  The Lessee  shall  allow the
         Lessor, the Credit Bank and any potential qualified purchaser access to
         the Leased Property for the purpose of inspecting the same.

                  (vi)   The  Lessee shall submit all bids to the Lessor and the
         Credit  Bank and the Lessor and the Credit  Bank 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 (at least up to the Lease Balance with
         respect to such Leased  Property).  The Lessee shall  procure bids from
         one or more bona fide  prospective  purchasers and shall deliver to the
         Lessor and the Credit  Bank not less than ninety (90) days prior to the
         Lease  Termination  Date a binding  written  irrevocable  offer by such
         purchaser  offering  (subject  to  customary  conditions  which  do not
         violate the provisions of CLAUSE viii of this SECTION 15.6) the highest
         "all-cash" bid to purchase the Leased  Property.  Such purchaser  shall
         not be the Lessee or any  Subsidiary  or Affiliate  of the Lessee.  The
         written  offer must specify the Lease  Termination  Date as the closing
         date.

                  (vii)  On  the  Lease  Termination  Date,   the Lessee  shall
         surrender the Leased Property in accordance with SECTION 15.8 hereof.

                  (viii) In  connection  with  any  such  sale of the  Lessor's
         interest  in  the  Leased  Property,  the  Lessee  may  provide  to the
         purchaser any such customary  "seller's"  indemnities,  representations
         and  warranties  regarding  title,  absence of Liens  (except  Lessor's
         Liens) and the  condition of the Leased  Property,  including,  without
         limitation,  an environmental indemnity, as the Lessee may determine to
         provide in the exercise of its business  judgment and sole  discretion,
         PROVIDED,  HOWEVER,  that  no  such  indemnities,   representations  or
         warranties  shall be  binding  on the  Lessor,  nor shall  they  create
         liabilities, charges, offsets or Claims, contingent or otherwise, which
         could  diminish,  offset or  impose a lien upon the  amount of the cash
         proceeds payable to the Lessor under such purchase offer, nor shall the
         Lessor be under any  obligation to join in or become  obligated for the
         same,  except that the Lessor shall fulfill all of the requirements set
         forth in CLAUSE (b) of SECTION 15.5 hereof,  and such  requirements are
         incorporated herein by reference. As to the

                                      -27-
<PAGE>

         Lessor, any such sale shall be made on an "AS IS, WITH ALL FAULTS"
         basis without  representation or warranty by the Lessor other than the
         absence of Lessor's Liens.

                  (ix)   The  Lessor  shall  pay  from  the  sale  proceeds, all
         prorations,  credits,  costs  and  expenses  of the sale of the  Leased
         Property, including without limitation the cost of all title insurance,
         surveys,   environmental  reports,  appraisals,   transfer  taxes,  the
         Lessor's  reasonable   attorneys'  fees,   commissions,   escrow  fees,
         recording  fees,  and all  applicable  documentary  and other  transfer
         taxes.

                  (x)    The Lessee shall  pay to the  Credit  Bank on the Lease
         Termination  Date an amount  equal to the  Recourse  Deficiency  Amount
         applicable to the Leased  Property,  in the type of funds  specified in
         SECTION 4.3 hereof.

                  (xi)   If  the  selling price  (net of closing  costs  and
         prorations and other amounts payable by the Lessor under CLAUSE (ix) of
         this  SECTION  15.6,  as  reasonably  estimated by the Lessor) plus the
         Recourse  Deficiency  Amount is less than the Lease  Balance,  then the
         Lessor  may,  and at the written  request of the Credit Bank shall,  by
         notice to the  Lessee,  subject  to SECTION  4.01 of the  Reimbursement
         Agreement,  reject such offer to  purchase,  in which event the parties
         hereto  will  proceed  according  to the  provisions  of  SECTION  15.7
         "Rejection of Sale" hereof.

                  (xii)  If the Lessor  does not reject  such  purchase offer as
         provided above,  the closing of such purchase of the Leased Property by
         such   purchaser   must   occur   on  the   Lease   Termination   Date,
         contemporaneously with the Lessee's surrender of the Leased Property in
         accordance with SECTION 15.8 hereof.

                  (xiii) If the Lessor  does not reject  the  purchase  offer as
         provided  above,  then the purchase  shall be  consummated on the Lease
         Termination  Date 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  Credit  Bank;  PROVIDED,
         HOWEVER,  that if the sum of the gross proceeds from such sale plus the
         Recourse  Deficiency Amount exceeds the Lease Balance, as of such date,
         then an amount of gross  proceeds  from such sale equal to such  excess
         shall be paid to the Lessee on the Lease Termination Date.

If one or more of the  foregoing  provisions  shall not be  fulfilled  as of the
Lease  Termination  Date or if the Leased Property is not purchased as aforesaid
for any other reason whatsoever other than solely due to rejection by the Lessor
of such sale pursuant to SUBSECTION  (xi) of this SECTION 15.6,  then the Lessor
may,  and at the written  request of the Credit  Bank shall,  subject to SECTION
4.01 of the Reimbursement Agreement, declare by written notice to the Lessee the
Remarketing  Option to be null and void (whether or not it has been  theretofore
exercised by the Lessee),  in which event all of the Lessee's  rights under this
SECTION 15.6 shall  immediately  terminate  and the Lessee shall be obligated to
purchase  the  Leased  Property  pursuant  to SECTION  15.2  hereof on the Lease
Termination Date. If the prospective  purchaser  breaches its offer to purchase,
then the Lessor may, in the Lessor's sole  discretion,  declare the  Remarketing
Option to be null and void, in which event all of the Lessee's rights under this
SECTION 15.6 shall  immediately  terminate  and the Lessee shall be obligated to
purchase the Leased Property  pursuant to SECTION 15.2 hereof.  The Lessee shall
have no

                                      -28-
<PAGE>

right,  power or  authority  to bind the Lessor in  connection  with any
proposed sale of the Leased Property.

         SECTION 15.7  REJECTION OF SALE.

                  (a) Notwithstanding anything contained herein to the contrary,
if the Lessor rejects the purchase offer for the Leased  Property as provided in
SECTION 15.6(xi) hereof, then (i) on the Lease Termination Date the Lessee shall
pay to the Credit Bank without notice or demand the Recourse  Deficiency  Amount
in the manner provided in SECTION  15.6(x) hereof,  (ii) the Lessor shall retain
title to the  Leased  Property  and  (iii) in  addition  to the  Lessee's  other
obligations hereunder,  the Lessee shall be responsible for, and shall reimburse
the  Lessor,  within ten (10)  Business  Days  after  written  request,  for all
reasonable costs and expenses incurred by the Lessor during the period ending on
the first  anniversary of the Lease  Termination Date in connection with owning,
paying taxes with respect to, maintaining, insuring, marketing, sale, closing or
transfer  of the Leased  Property,  which  obligation  shall  survive  the Lease
Termination Date and the termination or expiration of this Lease.

                  (b) Following  any  rejection  by the Lessor of the  purchase
offer for the Leased  Property  pursuant to the  provisions of SECTION  15.6(XI)
hereof, subject to the condition that the Lessee shall have:

                      (i)   timely  paid the  Recourse Deficiency Amount to the
                  Credit Bank on or before the Lease Termination Date,

                      (ii)  duly  and  timely  fulfilled  each  of the  other
                  provisions  of the  Remarketing Conditions on or before the
                  Lease Termination Date, and

                      (iii) on and after the Lease Termination Date, timely
                  fulfilled  each and every  obligation of the Lessee under this
                  Lease,  the  Participation  Agreement and the other  Operative
                  Documents on its part to be performed, and no Event of Default
                  shall have occurred, THEN,

upon the subsequent  sale of the Leased Property by the Lessor to a third party,
the Lessor shall pay to the Lessee an amount equal to the Lessor's gain (if any)
on the sale,  computed taking into account the Lessor's total  investment in the
Leased Property (including, without limitation, any portion of the Lease Balance
remaining  unpaid  after  application  of the  Recourse  Deficiency  Amount paid
pursuant  to  SECTION  15.6(x)  hereof,   if  any)  plus  all  of  the  Lessor's
unreimbursed  costs and expenses  (capital or otherwise)  relating to the Leased
Property,  plus an annual return thereon  computed at the Overdue Rate, less the
net avails of any reletting of the Leased  Property or any part thereof.  To the
extent  that the Lessor  shall  receive  payment  in the form of  purchase-money
indebtedness  in connection  with any such sale, the Lessor's duty to account to
the Lessee  pursuant to this SECTION  15.7(b) shall be suspended until such time
as the Lessor receives payment thereon.

                                      -29-
<PAGE>

         SECTION  15.8 RETURN AND  SURRENDER OF LEASED  PROPERTY.  If the Lessor
retains title to the Leased Property  pursuant to SECTION 15.7 hereof,  then the
Lessee shall, on the Lease Termination Date, and at its own expense,  return and
surrender  possession of the Leased  Property to the Lessor for retention by the
Lessor or if the Lessee properly  exercises the Remarketing  Option and fulfills
all of the conditions of SECTION 15.6 hereof and the Lessor does not reject such
purchase  offer  pursuant  to SECTION  15.6(xi)  hereof,  then the Lessee  shall
(unless by agreement with the purchaser the Lessee is to remain in possession of
the  Leased  Property),  on the  Lease  Termination  Date  and at its own  cost,
transfer and  surrender  possession  of the Leased  Property to the  independent
purchaser thereof,  in each case by surrendering the same into the possession of
the Lessor or such  purchaser,  as the case may be,  free and clear of all Liens
other than Lessor Liens and Liens  described in CLAUSE (vi) of the definition of
Permitted  Liens,  in as good  condition  as it was on the  Completion  Date (as
modified  by  Alterations  permitted  by this  Lease),  ordinary  wear  and tear
excepted, and in compliance with Applicable Law. The Lessee shall, on and within
a reasonable time before and after the Lease  Termination  Date,  cooperate with
the Lessor and the  independent  purchaser  of the Leased  Property  in order to
facilitate the ownership and operation by such purchaser of the Leased  Property
after the Lease Termination Date, which cooperation shall include the following,
all of which the 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 maintenance and ownership of the Leased Property and all know-how,
data and technical  information  relating  thereto to the extent in the Lessee's
possession, providing a current copy of the Plans and Specifications,  assigning
all licenses  necessary for the operation and maintenance of the Leased Property
to the extent the Lessee has the legal right to do so and cooperating in seeking
and obtaining all necessary  Governmental  Action  relating to occupancy but not
special use by the purchaser  thereof.  The Lessee shall have also paid the cost
of all Alterations commenced prior to the Lease Termination Date. The obligation
of the Lessee under this ARTICLE XV shall survive the  expiration or termination
of this Lease.

         SECTION 15.9 EFFECT OF CONVEYANCE TO THE LESSEE. Upon conveyance of the
Leased  Property  after  the  exercise  by the  Lessee  of any of its  rights to
purchase the Leased Property,  including its rights under SECTION 14.1(e) hereof
or after  exercise of the  Remarketing  Option,  this Lease shall  automatically
terminate unless the Lessee otherwise elects in writing.  Upon such termination,
the  parties  hereto  shall  execute,  acknowledge  and deliver to each other an
appropriate agreement evidencing such termination in recordable form.

                                   ARTICLE XVI
                               LESSEE'S EQUIPMENT

         After any  repossession  of the Leased  Property  (whether  or not this
Lease has been  terminated),  the  Lessee,  at its  expense  and so long as such
removal  shall not result in a violation  of  Applicable  Law,  shall,  within a
reasonable  time after  such  repossession  or within  sixty (60) days after the
Lessee's receipt of the Lessor's written request  (whichever shall first occur),
remove all of the Lessee's trade fixtures,  personal property and equipment from
the Leased Property (to the extent that the same can be readily removed from the
Leased Property without causing  material damage to or materially  impairing the
value of the Leased  Property);  PROVIDED,  HOWEVER,  that the Lessee  shall not
remove any fixture, equipment or personal property which constitutes part of the
Leased  Property.  Any of the Lessee's  trade  fixtures,  personal  property and
equipment  not so removed by

                                      -30-
<PAGE>

the Lessee within such period shall be considered  abandoned by the Lessee,  and
title  thereto  shall  without  further  act  vest  to the  Lessor,  and  may be
appropriated,  sold,  destroyed or otherwise  disposed of by the Lessor  without
notice to the Lessee and without  obligation to account  therefor and the Lessee
will pay the Lessor,  upon written demand,  all reasonable and documented  costs
and  expenses  incurred by the Lessor in  removing,  storing or disposing of the
same and all costs and  expenses  incurred by the Lessor to repair any damage to
the Leased Property caused by such removal.  The Lessee will immediately  repair
at its  expense  all damage to the Leased  Property  caused by any such  removal
(unless such removal is effected by the Lessor,  in which event the Lessee shall
pay all reasonable costs and expenses  incurred by the Lessor for such repairs).
The Lessor shall have no liability in exercising the Lessor's  rights under this
ARTICLE  XVI, nor shall the Lessor be  responsible  for any loss of or damage to
the Lessee's personal property and equipment in connection therewith.

                                  ARTICLE XVII
                           RIGHT TO PERFORM FOR LESSEE

         If  the  Lessee  shall  fail  to  perform  or  comply  with  any of its
agreements  contained  herein the Lessor may, on thirty (30) days' prior  notice
(or such lesser  period  afforded by Applicable  Law or any third party,  except
that no notice shall be required in the case of a default in the  observance  of
the  obligations  to  maintain  insurance  pursuant to ARTICLE IX hereto) to the
Lessee, perform or comply with such agreement,  and the 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 the Lessor (including  reasonable
attorney's  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 Lessee to the Lessor within ten (10)
days after written demand therefor.

                                  ARTICLE XVIII
                                  MISCELLANEOUS

         SECTION 18.1 REPORTS.  To the extent required under  Applicable Law and
to the  extent it is  reasonably  practical  for the Lessee to do so, the Lessee
shall prepare and file in timely  fashion,  or, where such filing is required to
be made by the Lessor or it is otherwise not reasonably practical for the Lessee
to make such filing,  the Lessee shall prepare and deliver to the Lessor (with a
copy to the Credit Bank)  within a reasonable  time prior to the date for filing
and the Lessor shall file, any material reports with respect to the condition or
operation  of the Leased  Property  that shall be  required to be filed with any
Governmental Authority.

         SECTION 18.2 BINDING  EFFECT;  SUCCESSORS  AND ASSIGNS.  The terms and
provisions of this Lease, and the respective rights and obligations hereunder of
the Lessor and the Lessee,  shall be binding upon their  respective  successors,
legal  representatives  and assigns  (including,  in the case of the Lessor, any
Person to whom the  Lessor may  transfer  the 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  hereunder of the Credit Bank shall inure (subject to such  conditions as
are contained  herein) to the benefit of the Credit Bank's permitted  successors
and assigns.

                                      -31-
<PAGE>

         SECTION 18.3 QUIET  ENJOYMENT The Lessor  covenants that, so long as no
Event of Default has occurred and is  continuing,  it will not  interfere in the
Lessee's or any of its  subLessee's  quiet  enjoyment of the Leased  Property in
accordance with this Lease during the Lease Term.

         SECTION 18.4 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 accordance
with SECTION 8.2 of the Participation Agreement.

         SECTION 18.5 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 the Lessee shall
remain liable to perform its obligations  hereunder except to the extent of such
unenforceability.  To the extent permitted by Applicable Law, the parties hereto
hereby waive any provision of law that renders any provision  hereof  prohibited
or unenforceable in any respect.

         SECTION 18.6 AMENDMENT; COMPLETE AGREEMENTS. Neither this Lease nor any
of the  terms  hereof  may  be  terminated,  amended,  supplemented,  waived  or
modified,  except  in  accordance  with the  provisions  of  SECTION  8.4 of the
Participation   Agreement.   This  Lease,  together  with  the  other  Operative
Documents,  is  intended by the parties  hereto 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 hereto
having been incorporated herein and therein. No course of prior dealings between
the parties hereto 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  hereto 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.

         SECTION 18.7 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 18.8 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 18.9 COUNTERPARTS.  This Lease may be executed in any number of
counterparts  as may be convenient  or necessary,  and it shall not be necessary
that the  signatures  of all parties  hereto or thereto be  contained on any one
counterpart hereof or thereof.  Additionally,  the parties hereto agree that for
purposes of  facilitating  the execution of this Lease,  (a) the signature pages
taken from the separate  individually executed counterparts of this Lease may be
combined  to form

                                      -32-
<PAGE>

multiple fully executed  counterparts and (b) a signature delivered by facsimile
transmission shall be deemed to be an original  signature for all purposes.  All
executed  counterparts  of this Lease shall be deemed to be  originals,  but all
such  counterparts  taken  together or  collectively,  as the case may be, shall
constitute one and the same agreement.

          SECTION  18.10  GOVERNING  LAW.  THIS LEASE SHALL BE GOVERNED  BY, AND
CONSTRUED AND  INTERPRETED  IN ACCORDANCE  WITH,  THE LAWS OF THE STATE OF OHIO,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES,  EXCEPT AS TO MATTERS RELATING TO
THE  CREATION OF THE  LEASEHOLD  ESTATES IN THE  RESPECTIVE  PROPERTIES  DEMISED
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
WHEREIN WHICH EACH SUCH PROPERTY IS LOCATED.  WITHOUT LIMITING THE FOREGOING, IN
THE EVENT  THAT THIS LEASE IS DEEMED TO  CONSTITUTE  A  FINANCING,  WHICH IS THE
INTENTION  OF THE  PARTIES,  THE LAWS OF THE  STATE OF OHIO,  WITHOUT  REGARD TO
CONFLICTS OF LAWS PRINCIPLES, SHALL GOVERN THE CREATION, TERMS AND PROVISIONS OF
THE INDEBTEDNESS EVIDENCED HEREBY, BUT THE LIEN CREATED HEREBY AND THE CREATION,
PRIORITY AND THE  ENFORCEMENT OF SAID LIEN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAW OF THE STATE  WHEREIN WHICH EACH SUCH PROPERTY AND LIEN
ARE LOCATED.

         SECTION 18.11  DISCHARGE OF LESSEE'S  OBLIGATIONS BY THEIR  AFFILIATES.
The Lessor agrees that performance of any of the Lessee's obligations  hereunder
by one or  more  of the  Lessee's  Affiliates  or one or  more  of the  Lessee's
sublessees  of  the  Leased  Property  or  any  part  thereof  shall  constitute
performance  by the Lessee of such  obligations  to the same extent and with the
same effect hereunder as if such  obligations were performed by the Lessee,  but
no such performance shall excuse the Lessee from any obligation not performed by
it or on its behalf under the Operative Documents.

         SECTION 18.12  LIABILITY  OF  LESSOR  LIMITED.   Except  as  otherwise
expressly  provided below in this SECTION 18.12, it is expressly  understood and
agreed by and between the Lessee, the Lessor and their respective successors and
assigns  that  nothing  herein  contained  shall be  construed  as creating  any
personal  liability  of the  Lessor  or any of its  Affiliates,  or any of their
respective  incorporators,   stockholders,  officers,  directors,  employees  or
agents,  individually or personally,  to perform any covenant, either express or
implied,  contained herein, all such personal liability, if any, being expressly
waived by the Lessee and by each and every Person now or hereafter  claiming by,
through  or under  the  Lessee,  and  that,  so far as the  Lessor or any of its
Affiliates or any of their  respective  incorporators,  stockholders,  officers,
directors,  employees or agents,  individually or personally,  is concerned, the
Lessee and any Person claiming by, through or under the Lessee shall look solely
to, and the  liability of the Lessor  hereunder  shall be limited to, the right,
title and interest of the Lessor in the Leased  Property,  any proceeds from the
Lessor's sale or encumbrance thereof, and any Awards or Loss Proceeds (PROVIDED,
HOWEVER,  that the Lessee shall not 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.

                                      -33-
<PAGE>
         SECTION 18.13 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 the Credit Bank, any
prospective  purchaser (if such prospective purchaser has signed a commitment or
letter of intent to purchase the Leased  Property or any part thereof)  assignee
or  mortgagee  or third party  designated  by such other  party,  a  certificate
stating (i) 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),  (ii) the date to which Basic Rent has
been paid,  (iii) whether or not there is any existing  default by the Lessee in
the payment of Basic Rent or any Supplemental Rent 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,  (iv)  whether or not, to the  knowledge  of the
signer, 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 (v) other matters  concerning the status of this
Lease and any of the Operative Documents to which the Lessee is a party that may
be reasonably  requested;  provided,  however,  that no such  certificate may be
requested unless the requesting party has a good faith reason for such request.

         SECTION 18.14 NO JOINT VENTURE. Any intention to create a joint venture
or partnership  relation  between the Lessor and the Lessee is hereby  expressly
disclaimed.

         SECTION 18.15 NO ACCORD AND SATISFACTION.  The acceptance by the Lessor
of any sums from the  Lessee  (whether  as Basic Rent or  otherwise)  in amounts
which are less than the amounts due and payable by the Lessee  hereunder  is not
intended,  nor shall any such  acceptance be construed,  to constitute an accord
and satisfaction of any dispute between the Lessor and the Lessee regarding sums
due and payable by the Lessee hereunder, unless the Lessor specifically deems it
as such in writing.

         SECTION 18.16 NO MERGER.  In no event shall the  leasehold  interests,
estates or rights of the Lessee  hereunder merge with any interests,  estates or
rights of the Lessor in or to the Leased Property, it being understood that such
leasehold interests,  estates and rights of the Lessee hereunder shall be deemed
to be separate and distinct from the Lessor's  interests,  estates and rights in
or to the Leased Property,  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 18.17  SURVIVAL.  The obligations of the Lessee to be performed
under this Lease  prior to the  termination  hereof and the  obligations  of the
Lessee pursuant to ARTICLE IV, ARTICLES XI, XII, XIV, SECTIONS 15.2, 15.3, 15.4,
15.5,  15.8,  ARTICLES XVI and XVII,  and SECTIONS  18.10 and 18.12 hereof shall
survive the  expiration  or  termination  of this Lease.  The  extension  of any
applicable  statute of limitations by the Lessor, the Lessee, the Credit Bank or
any  Indemnitee  shall not affect such  survival.  If any right or option of the
Lessee or the  Lessor  provided  in this  Lease  would,  in the  absence  of the
limitation  imposed by this sentence,  be invalid or  unenforceable  as being in
violation of the rule against  perpetuities or any other rule of law relating to
the vesting of an interest in or the  suspension  of the power of  alienation of
property,  then such right or option shall be exercisable only during the period
which  shall  end  twenty-one

                                      -34-
<PAGE>

(21) years after the date of death of the last  survivor of the  descendants  of
John F. Kennedy,  the former  President of the United  States,  Henry Ford,  the
deceased automobile  manufacturer,  and John D. Rockefeller,  the founder of the
Standard  Oil  Company,  known  to be  alive  on  the  date  of  the  execution,
acknowledgement and delivery of this Lease.

         SECTION  18.18  ORIGINAL  LEASE;  CHATTEL  PAPER.  The SINGLE  executed
original  of this  Lease  marked  "THIS  COUNTERPART  IS THE  ORIGINAL  EXECUTED
COUNTERPART"  on the signature  page thereof and  containing  the receipt of the
Lessor therefor on or following the signature page thereof shall be the Original
Executed Counterpart of this Lease (the "ORIGINAL EXECUTED COUNTERPART"). To the
extent that this Lease 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 may be created  through the transfer or possession of any
counterpart other than the Original Executed Counterpart.

         SECTION 18.19  TIME OF ESSENCE.  Time is of the essence of this Lease.

         SECTION 18.20  RECORDATION OF MEMORANDUM OF LEASE.  The Lessee will, at
its expense,  cause the  appropriate  Memorandum  of Lease to be recorded in the
proper  office or offices in each State and each  county in which any portion of
the Leased Property is located.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                      -35-
<PAGE>



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

Witnesses:
                                        ASSET HOLDINGS III, L.P., as the Lessor

        Signature Illegible
-----------------------------------     By:  Realty Facility Holdings I, L.L.C.,
Print Name:       Illegible                  its general partner
           ------------------------

Richard W. Rubenstein                        By:        Robert F. Gage
-----------------------------------             --------------------------------
Print Name: Richard W. Rubenstein                   Robert F. Gage, President
           ------------------------


                                         ADESA CORPORATION


 Denise L. McAtee                            By:        W. T. Stackhouse
-----------------------------------             --------------------------------
Print Name:  Denise L. McAtee                         William T. Stackhouse,
           ------------------------                  Chief Financial Officer
Linda Klingensmith
-----------------------------------
Print Name: Linda Klingensmith
           ------------------------


                                      -36-

<PAGE>


STATE OF  Ohio               )
        ---------------      ) SS.
COUNTY OF  Franklin          )
         --------------

         On this   1  day of April,  2000, before me, a Notary Public in and for
said county and state,  personally  appeared  Robert F. Gage,  the  President of
Realty Facility  Holdings I, L.L.C.,  an Ohio limited  liability company and the
general  partner of Asset Holdings III, L.P., an Ohio limited  partnership,  who
acknowledged that with due authorization, he did sign said instrument for and on
behalf of Asset  Holdings  III,  L.P, and that the same is his free act and deed
individually  as such officer,  and the free act and deed of Asset Holdings III,
L.P.

         IN WITNESS WHEREOF,  I have hereunto  subscribed my name and affixed my
official seal on the day and year aforesaid.


[Notary Seal]  Ezell Hartman Underdown,           Ezell Hartman Underdown
State of Ohio  Attorney At Law                    ------------------------------
                                                  Notary Public
               Notary Public, State of Ohio
                    My commission has
                    no expiration date
                    Section 147.03 R.C.

                                      -37-

<PAGE>


STATE OF  Indiana            )
        ---------------      ) SS.
COUNTY OF   Marion           )
         --------------


         On this      day of March,  2000, before me, a Notary Public in and for
said county and state,  personally  appeared  William T.  Stackhouse,  the Chief
Financial Officer of ADESA Corporation, an Indiana corporation, who acknowledged
that with due  authorization,  he did sign said  instrument for and on behalf of
ADESA  Corporation  and that the same is his free act and deed  individually  as
such officer, and the free act and deed of ADESA Corporation.

         IN WITNESS WHEREOF,  I have hereunto  subscribed my name and affixed my
official seal on the day and year aforesaid.

                                                         Denise L. McAtee
                                                  ------------------------------
                                                  Notary Public

                                                          [Notary Seal]
                                   							              State of Indiana
                                                        DENISE L. MC ATEE
                                                  NOTARY PUBLIC STATE OF INDIANA
                                                          MARION COUNTY
                                                  MY COMMISSION EXP APR. 9, 2001


                                      -38-
<PAGE>

                                   APPENDIX I
                                       TO
                            PARTICIPATION AGREEMENT,
                   LEASE AGREEMENT AND REIMBURSEMENT AGREEMENT
                   -------------------------------------------

                         DEFINITIONS AND INTERPRETATION

                               [See separate text]






                                      I-1

<PAGE>

<PAGE>

                                   APPENDIX II

                                   SCHEDULE 1
                                   ----------

                        DESCRIPTION OF CHARLOTTE PROPERTY
                        ---------------------------------

I.       Legal Description of Charlotte Parcel:  See Attached
         -------------------------------------

II.      Improvements:
         ------------

         Any and all buildings, structures, replacements, furnishings, fixtures,
         fittings  and  other  improvements  and  property  of  every  kind  and
         character  now or  hereafter  located or erected on the Land,  together
         with all buildings or construction  materials,  equipment,  appliances,
         machinery,  plant equipment,  fittings,  apparatus,  fixtures and other
         articles of any kind or nature  whatsoever  now or hereafter  found on,
         affixed to or attached to the Land,  including (without limitation) all
         motors,  boilers,  engines and devices for the operation of pumps,  and
         all heating,  electrical,  lighting, power, plumbing, air conditioning,
         refrigeration  and  ventilation  equipment  (but in all the above cases
         excluding  trade  fixtures  and  any  personal  property  owned  by the
         Lessee).

                                     II - 1


<PAGE>

                                    EXHIBIT A

BEGINNING at a point in the center line of  Westinghouse  Boulevard,  said point
being  located N. 88-48-30 W. 565.00 feet from the center line of a culvert over
Steele  Creek,  and runs  thence  with the  center  line of a 60.00 foot road S.
4-53-10 E.  2340.80  feet to a point in the center line of said road;  thence S.
85-06-50 W. passing an iron at 30.00 feet a total distance of 1024.21 feet to an
iron in the center line of Southern Railroad Lead Tract;  thence with the center
line of said lead track N. 4-53-10 W. 2449.85 feet to a point in the center line
of Westinghouse Boulevard; thence with the center line of Westinghouse Boulevard
S. 88-48-30 E. 1030.00 feet to the point of  BEGINNING,  and  containing  56.320
acres, more or less.


<PAGE>


                                   APPENDIX II

                                   SCHEDULE 2
                                   ----------

                       DESCRIPTION OF FRAMINGHAM PROPERTY
                       ----------------------------------

I.       Legal Description of Framingham Parcel:  See Attached
         ---------------------------------------

II.      Improvements:
         ------------

         Any and all buildings, structures, replacements, furnishings, fixtures,
fittings and other  improvements and property of every kind and character now or
hereafter  located  or  erected  on the Land,  together  with all  buildings  or
construction  materials,  equipment,  appliances,  machinery,  plant  equipment,
fittings,  apparatus,  fixtures  and  other  articles  of  any  kind  or  nature
whatsoever  now or  hereafter  found on,  affixed  to or  attached  to the Land,
including (without limitation) all motors, boilers,  engines and devices for the
operation of pumps, and all heating, electrical,  lighting, power, plumbing, air
conditioning,  refrigeration  and  ventilation  equipment  (but in all the above
cases excluding trade fixtures and any personal property owned by the Lessee).

                                     II - 2


<PAGE>

                                    EXHIBIT A
                                    ---------

PARCEL I
--------

                                      Lot 1


A certain parcel of registered and  unregistered  land located on Western Avenue
and Loring Drive in the Towns of Framingham  and Sherborn,  County of Middlesex,
Commonwealth  of  Massachusetts  and shown on a plan  entitled  "Plan of Land in
Framingham  and  Sherborn,  MA."  Prepared  for General  Motors  Corporation  by
Schofield Brothers of New England, Inc.; dated August 31, 1994; Scale 1" = 150';
Revised  September 7, 1994 and  September  16,  1994.  Said parcel of land being
bounded and described as follows:

Beginning  at a point at the  Southeast  corner of the  parcel at the  Northeast
corner of Lot 3 as shown on above referenced plan on Western Avenue in Sherborn;
thence

N  75 degs. 57'   59"    W      a distance of 64.34 feet to a point; thence

N  66 degs. 50'   13"    W      a distance of 770.87 feet to a point; thence

N  06 degs. 04'   17"    E      a distance of 105.00 feet to a point; thence

N  15 degs. 47'   59"    W      a distance of 140.00 feet to a point; thence

N  33 degs. 10'   01"    E      a distance of 250.00 feet crossing the town line
                                into Framingham to a point; thence

N  70 degs. 50'   52"    W      a distance of 179.19 feet to a point; thence

N  64 degs. 27'   04"    W      a distance of 135.00 feet to a point; thence

N  25 degs. 32'   56"    E      a distance of 135.00 feet to a point; thence

N  03 degs. 54'   40"    W      a distance of 95.56 feet to a point; thence

N  25 degs. 14'   29"    E      a distance of 220.00 feet to a point; thence

N  64 degs. 42'   49"    W      a distance of 567.50 feet to a point of
                                curvature which point is non-tangent; thence

Southwesterly                   by a curve to the left having a radius of 480.00
                                feet, an arc length of 592.88 feet, a central
                                angle of 70 degs. 46' 11", a chord bearing of
                                S 53 degs. 56' 44" W and a chord distance of
                                555.90 feet to a point; thence

S  21 degs. 38'   31"    W      a distance of 330.53 feet to a disk in a
                                concrete bound at land of The Boston & Albany
                                Railroad; the last thirteen courses by other
                                land of General Motors and shown as Lots 2 and 3
                                on the above referenced plan; thence

N  77 degs. 34'   01"    W      a distance of 100.00 feet to a steel survey
                                marker; thence



                                   Page 1 of 6


<PAGE>


                                    EXHIBIT A


N  12 degs. 25'   59"    E      a distance of 934.31 feet to a steel survey
                                marker at land of Consolidated Rail Corporation;
                                the last two courses by land of The Boston &
                                Albany Railroad; thence

Northeasterly                   by a  non-tangent  curve to the  right  having a
                                radius of 237.61  feet,  an arc  length of 68.81
                                feet, a central  angle of 16 degs. 35' 36", a
                                chord bearing  of N  49 degs.  26'  09"  E  and
                                a  chord distance of 68.57 feet to a point;
                                thence

N  57 degs. 43'   57"    E      a distance of 615.03 feet to a point of
                                curvature; thence

Northerly                       by a curve to the left having a radius of 255.28
                                feet, an arc length of 190.62 feet and a central
                                angle of 42 degs. 47' 00" to a point; thence

N  14 degs. 56'   57"    E      a distance of 443.20 feet to a point of
                                curvature; thence

Northerly                       by a curve to the right having a radius of
                                810.54 feet, an arc length of 98.99 feet and a
                                central angle of 06 degs. 59' 50" to a point;
                                thence

N  59 degs. 37'   16"    W      a distance of 518.97 feet to a steel survey
                                marker; thence

N  12 degs. 25'   59"    E      a distance of 455.62 feet to a steel survey
                                marker; thence

S  55 degs. 28'   07"    E      a distance of 244.27 feet to a drill hole in a
                                concrete bound; thence

S  56 degs. 20'   12"    E      a distance of 420.86 feet to a non-tangent point
                                of curvature; thence

Northeasterly                   by a curve to the right having a radius of
                                505.42 feet, an arc length of 55.35 feet, a
                                central angle of 06 degs. 16' 30", a chord
                                bearing of N 48 degs. 17' 36" E and a chord
                                length of 55.32 feet to a point; thence

N  51 degs. 33'   34"    E      a distance of 75.31 feet to a point of
                                curvature; thence

Northeasterly                   by a curve to the left having a radius of 392.32
                                feet, an arc length of 10.15 feet, and a central
                                angle of 01 degs. 28' 58" to a point at land of
                                the Commonwealth of  Massachusetts,  the last
                                twelve courses   by   land  of Consolidated Rail
                                Corporation; thence

S  81 degs. 52'   57"    E      a distance of 119.82 feet to a point; thence

N  53 degs. 37'   03"    E      a distance of 62.50 feet to a point; thence

N  22 degs. 52'   57"    W      a distance of 45.00 feet to a point; thence



                                   Page 2 of 6


<PAGE>
                                    EXHIBIT A

N  82 degs. 52'   56"    W      a distance of 85.31 feet to a non-tangent point
                                of curvature at land of Consolidated Rail
                                Corporation.  The last four courses by land of
                                Commonwealth of Massachusetts; thence

Northeasterly                   by a curve to the left having a radius of 392.32
                                feet,  an arc  length of 87.08  feet,  a central
                                angle of 12 degs. 43' 03", a chord bearing of N
                                29 degs. 13' 03" E and a chord length of 86.90
                                feet to a point; thence

N  22 degs. 51'   31"    E      a distance of 598.48 feet to a point at land of
                                Multi Realty Trust, the last two courses by land
                                of Consolidated Rail Corporation; thence

S  48 degs. 25'   08"    E      a distance of 116.42 feet to a disk in a
                                concrete bound; thence

S  02 degs. 50'   05"    W      a distance of 160.04 to a disk in a concrete
                                bound; thence

S  24 degs. 25'   25"    E      a distance of 148.27 feet to a disk in a
                                concrete bound at land of Anchor Motor Freight,
                                Inc., the last three courses by land of the
                                Trustees of Multi Realty Trust; thence

S  25 degs. 48'   37"    E      a distance of 242.98 feet to a point; thence

N  49 degs. 57'   18"    E      a distance of 35.35 feet to a point; thence

S  40 degs. 03'   30"    E      a distance of 100.00 feet to a point at the
                                sideline of Aaron Street, the last three courses
                                by land of Anchor Motor Freight, Inc.; thence

S  49 degs. 56'   30"    W      a distance of 59.17 feet to a railroad spike;
                                thence

S  25 degs. 54'   29"    E      a distance of 37.32 feet to a point at land of
                                Anchor Motor Freight, Inc., the last two courses
                                by Aaron Street; thence

S  25 degs. 28'   39"    W      a distance of 215.86 feet to a point; thence

S  64 degs. 32'   44"    E      a distance of 479.26 feet to a ship spike;
                                thence

S  25 degs. 27'   16"    W      a distance of 319.33 feet to a ship spike;
                                thence

S  70 degs. 24'   29"    E      a distance of 470.55 feet to a ship spike;
                                thence

N  24 degs. 56'   54"    E      a distance of 356.15 feet to a steel survey
                                marker at the sideline of Loring Drive, the last
                                five courses by land of Anchor Motor Freight,
                                Inc.; thence

S  11 degs. 05'   46"    E      a distance of 279.27 feet to a stone bound at a
                                point of curvature; thence



                                   Page 3 of 6


<PAGE>

                                    EXHIBIT A

Southwesterly                   by a curve to the right having a radius of
                                970.00  feet,  an arc length of 59.82 feet and a
                                central angle of  03 degs.  32' 00" to a point
                                of compound curvature; thence

Southwesterly                   by a curve to the right having a radius of 43.05
                                feet, an arc length of 88.15 feet, and a central
                                angle of 117 degs. 19' 30" to a point; thence

S     19 degs. 45'   44" W      a distance of 75.01 feet to a point of
                                curvature; thence

Southeasterly                   by a curve to the right having a radius of
                                126.92 feet,  an arc length of 171.97 feet and a
                                central angle of  77 degs.  38' 04" to a point
                                of compound curvature; thence

Southerly                       by a curve to the right having a radius of
                                970.00 feet,  an arc length of 306.55 feet and a
                                central angle of 18 degs. 06' 26" to a disk in
                                a concrete bound; thence

S      25 degs.   30'  14" W    a distance of 1187.14 feet to a point of
                                curvature; thence

Southwesterly                   by a curve  to the left  having  a  radius  of
                                1811.76 feet, an arc length of 145.55 feet and a
                                central angle of  04 degs.  36' 10" to a point
                                on the townline of Framingham and Sherborn,  the
                                last  eight  courses by the  sideline  of Loring
                                Drive and Western Avenue in Framingham; thence

S      86 degs. 00'  26" E      a distance of 21.15 feet along the town line to
                                a point of curvature; thence;

Southwesterly                   by a curve to the left having a radius of
                                1791.76  feet, an arc length of 96.15 feet and a
                                central angle of  03 degs.  04' 28" to a point
                                thence

S      18 degs. 02'  44" W      a distance of 628.21 feet to the point of
                                beginning,   the  last  three   courses  by  the
                                sideline of Western Avenue.

The above  described  parcel of land  contains  an area of 120.371 acres more or
                                less,  according to said plan. There is included
                                within  the land  described  above as Lot 1, the
                                parcel of registered land shown as Lot 5 on Land
                                Court Plan No. 30261C  described in  Certificate
                                of Title No. 187792.

                                   Page 4 of 6


<PAGE>

                                    EXHIBIT A

PARCEL II

     A certain  parcel of land  situated in the Town of Framingham in the County
     of Middlesex and the Commonwealth of Massachusetts bounded and described as
     follows:

     Beginning  at a point at the  northeasterly  corner of the  premises on the
     westerly  sideline of Loring  Drive at the  southeast  corner of Parcel 7A;
     thence

     Southerly and curving to the left along the arc of a curve having  a radius
                                of one thousand  thirty feet (1030.00') a length
                                of  one  hundred   ninety-three  and  twenty-one
                                hundredths feet (193.21) to a point; thence

     S    11 degs. 03' 30" E    a distance of two hundred seventy-seven and
                                ninety-three hundredths feet (277.93) to a point
                                at land now or formerly of General  Motors Corp.
                                The previous two courses bounded by the westerly
                                sideline of Loring Drive; thence

     S    24 degs. 56' 54" W    a distance of three hundred fifty-six and forty-
                                seven  hundredths  feet  (356.47)  to  a  point;
                                thence

     N    70 degs. 24' 29" W    a distance of four hundred seventy and fifty-
                                five hundredths feet (470.55) to a point; thence

     N    25 degs. 27' 16" E    a distance of three hundred nineteen and
                                thirty  -three  hundredths  feet  (319.33)  to a
                                point at lot 8; thence

     N    64 degs. 32' 44" W    a distance of one hundred twenty-three feet
                                (123.00) to a point at lot 7. The  previous  six
                                courses  bounded  now  or  formerly  by  General
                                Motors Corp.; thence

     N    23 degs. 39' 23" E    a distance of two hundred twenty five feet
                                (225.00) to a point; thence

     N    80 degs. 45' 16" E    a distance of three hundred twenty-seven and
                                twenty-six  hundredths  feet (327.26) to a point
                                at lot 7A. The previous  two courses  bounded in
                                part by lot 7 and parcel 7A; thence

     N    69 degs. 40' 10" E    a distance of eight-seven and twenty hundredths
                                feet  (87.20)  to the  point of  beginning.  The
                                previous course bounded by parcel 7A.


                The  above  described  parcel of land is shown as Parcel 8A on a
         plan entitled "Plan of Land in Framingham,  Mass.", Petitioner:  Anchor
         Motor  Freight,  Inc.,  Scale 1" = 60',  dated  December 21,  1994,  by
         Schofield  Brothers of New England,  Inc.,  Professional  Engineers and
         Professional Land Surveyors, which plan is recorded herewith. Parcel 8A
         contains three hundred  twenty  thousand six hundred six square feet of
         land, more or less (320,606 + or -), according to said plan.

                                   Page 5 of 6


<PAGE>


                                    EXHIBIT A
                                    ---------

PARCEL II (con't)
-----------------

REGISTERED LAND
---------------

         There is included  within Parcel 8A the registered  land shown as Lot 8
on a plan entitled  "Land Court Plan of Land in Framingham,  Mass."  Petitioner:
Anchor  Motor  Freight,  Inc.,  Scale 1" = 60',  dated  December  21,  1994,  by
Schofield Brothers of New England, Inc., Professional Engineers and Professional
Land Surveyors, which plan has been filed with the Land Court (Plan 30261D). Lot
8 contains 1 acre and 30,554 square feet of land more or less, according to said
plan. (Plan recorded with said Deeds in Book 25214, Page 317).

         Together with the  non-exclusive  appurtenant  driveway easement as set
forth in the grant of Easement from General Motors Corporation to Asset Holdings
III,  L.P.  dated as of December 21, 1994 and  recorded  with said Deeds in Book
25074, Page 317.

         Together  with  easements and  reservation  as set forth in a deed from
Asset  Holdings III, L.P. to Sherborn Fire and Rescue  Association,  Inc.  dated
April 16, 1997 and recorded with said Deeds in Book 29745, Page 374.

         Excepting  and  excluding  from the  foregoing,  the parcel  conveyed
by Asset  Holdings III, L.P. to Sherborn  Fire and Rescue  Association,  Inc. by
deed dated April 16, 1997 and recorded with said Deeds in Book 29745, Page 374.











                                   Page 6 of 6


<PAGE>


                                   APPENDIX II

                                   Schedule 3
                                   ----------

                        DESCRIPTION OF KNOXVILLE PROPERTY
                        ---------------------------------

I.       Legal Description of Knoxville Parcel:  See Attached
         ----------------------------------------------------

II.      Improvements:
         ------------

         Any and all buildings, structures, replacements, furnishings, fixtures,
fittings and other  improvements and property of every kind and character now or
hereafter  located  or  erected  on the Land,  together  with all  buildings  or
construction  materials,  equipment,  appliances,  machinery,  plant  equipment,
fittings,  apparatus,  fixtures  and  other  articles  of  any  kind  or  nature
whatsoever  now or  hereafter  found on,  affixed  to or  attached  to the Land,
including (without limitation) all motors, boilers,  engines and devices for the
operation of pumps, and all heating, electrical,  lighting, power, plumbing, air
conditioning,  refrigeration  and  ventilation  equipment  (but in all the above
cases excluding trade fixtures and any personal property owned by the Lessee).




                                     II - 3


<PAGE>

                                    EXHIBIT A

                              PROPERTY DESCRIPTION

The land referred to in the Commitment is described as follows:

Tract I

Situated in District  Five (5) of Loudon  County,  Tennessee and a tract of land
located on the South side of  Interstate 75 and the East side of Old Highway 95,
and being  known and  designated  as all of Tract I of the  Boundary  Survey for
A.D.E. of Knoxville, Inc. as shown by map of record in Map Cabinet D, Slide 5 in
the  Register's  Office Loudon  County,  Tennessee  and being more  particularly
described as follows:

COMMENCING at the  intersection of the eastern  right-of-way  of Old Highway 95
and the  southern  right-of-way  of  Interstate  75;  thence  with the  southern
right-of-way  of Interstate  75, North 45 degs. 52 mins. 59 sec.  East,  1756.30
feet to a point corner to Tract II,  A.D.E.  of  Knoxville,  Incorporated,  said
point being the point of BEGINNING;  thence with Tract II, A.D.E.  of Knoxville,
Incorporated,  South 44 degs. 07 mins, 01 secs. East, 1428.06 feet to a point in
the line of Eldridge; thence with Eldridge the following bearings and distances:
South 51 degs.  55 mins.  49 secs.  West,  301.48 feet to an existing  iron pin;
South 51 degs. 40 mins. 10 secs.  west,  198.82 feet to a new iron pin with cap;
South 53 degs. 03 mins. 35 secs.  West,  138.46 feet to a new iron pin with cap;
South 52 degs.  26 mins.  31 secs.  West,  658.42 feet to an existing  iron pin;
South 52 degs.  48 mins.  04 secs.  West,  444.63 feet to an existing  iron pin;
South 49 degs.  46 mins.  10 secs.  West,  282.32 feet to an existing  iron pin;
North 09 degs.  01 mins. 07 secs.  West,  25.55 feet to a new iron pin with cap;
South 85 degs. 34 mins.  26 secs.  West,  118.00 feet to a new iron cap;  thence
continuing  with  Eldridge and with a curve to the left having a radius of 30.00
feet, and bearing a chord of South 35 degs. 21 mins. 14 secs.  West,  46.17 feet
to a new iron  pin with cap at the  eastern  right-of-way  of  Northview  Drive;
thence with the eastern right-of-way of Northview Drive, North 14 degs. 44 mins.
51 secs. West, 114.87 feet to a new iron pin with cap corner to Shelton;  thence
with Shelton the  following  bearings and  distances:  North 85 degs. 34 mins 26
secs. East,  161.89 feet to an existing axle corner;  North 11 degs. 13 mins. 07
secs.  West,  144.49 feet to an existing  iron pin;  North 11 degs.  19 mins. 04
secs.  West,  106.69 feet to an existing  iron pin;  North 12 degs.  56 mins. 54
secs.  West,  259.80 feet to an existing  iron pin;  North 15 degs.  43 mins. 03
secs.  West,  103.02 feet to an existing  iron pin;  South 86 degs.  37 mins. 50
secs. West,  469.78 feet to a new iron pin with cap at the eastern  right-of-way
of Old Highway 95; thence with the eastern right-of-way of Old Highway 95, North
05 degs. 57 mins. 00 secs.  West,  138.96 feet to a new iron pin with cap corner
to Isbell;  thence with Isbell the following  bearings and  distances:  North 82
degs.  22 mins. 11 secs.  East 165.75 feet to a new iron pin with cap;  North 82
degs. 54 mins. 57 secs.  East,  172.18 feet to a new iron pin with cap; North 03
degs. 05 mins. 50 secs.  West,  85.36 feet to an existing  angle iron;  North 60
degs.  16 mins.  55 secs.  West,  46.92 feet to an  existing  iron pin corner to
Murray;  thence with Murray,  North 11 degs. 03 mins. 17 secs. East, 255.33 feet
to a new iron pin with  cap;  thence  continuing  with  Murray,  North 13 degs.
17 mins. 15 secs. West, 155.67 feet to an existing 6 inch square concrete
monument at the southern right-of-way  line of Interstate  75;  thence with the
southern  right of way of Interstate 75, North 45 degs. 52 mins. 59 secs. East,
1300.00 feet to the point of BEGINNING.


TRACT II

A sanitary  sewer  easement for the purpose of  constructing  and  maintaining a
sewer line (the  "Sewer


<PAGE>

Line") over and through the remaining  property of Grantor,  which is located on
the  East  side  of  Trace  I  described  above,  and  which  easement  is  more
particularly described as follows:

BEING situated in District Five (5) Loudon County, Tennessee and being a certain
strip of lane,  fifteen  (15) feet in width,  seven and one half (7.5) feet each
side of the centerline of the Sewer Line as installed.

THE property being referred to below as the "Easement Property."

However,  the  conveyance  of this  sanitary  sewer  easement  is subject to the
following conditions and limitations:

1. This  conveyance  is not intended to convey an exclusive  right to Grantee to
use the Easement  Property or the Sewer Line;  Grantor reserves the right to use
the Easement property and the Sewer Line for itself, its successors and assigns,
provided  that its use of the Sewer Line and Easement  Property do not interfere
with Grantees right to use the same.

2.  Grantor,  its  successors  and  assigns,  shall have the right to build over
Easement Property at their sole risk, provided, however, if it becomes necessary
for Grantee to enter such  improvements in order to repair or maintain the Sewer
Line,  Grantee may do so without  incurring  any  liability  to  Grantor,  their
successors  or  assigns,   for  damages  to  such  improvements  caused  by  the
performance of said repair or maintenance  work, all of which damages are hereby
expressly waived, except as provided in paragraph 3 below.

3. All  dirt,  paving  and  curbing  or broken  in the  construction,  repair or
maintenance  of the Sewer Line shall be replaced and  levelled in as  reasonably
good  condition as before such  construction,  repair or maintenance by Grantee.
Grantee  also agrees to protect all existing  utilities  lying with in the above
described easement.

The above descriptions are from previous deed of record and map of record in Map
Cabinet  D,  Slide 5 in the  Register's  Office  Loudon  County,  Tennessee,  no
boundary survey having been made at the time of this conveyance.

Being the same property conveyed to Grantors by deed of record in Deed Book 216,
Page 729 in the Register's Office Loudon County, Tennessee.

This  conveyance is made subject to applicable  restrictions,  building  setback
line, existing easements and to all conditions as shown on the recorded map.

<PAGE>


                                  APPENDIX III
                             SCHEDULE OF BASIC RENT
                             ----------------------

         (i) The  installment  of Facility  Rent due on each Rent  Payment  Date
shall equal the Contribution  Return accrued with respect to the Contribution at
the Contribution Return Rate, calculated,  in the case of the first Rent Payment
Date,  from and  including  the  Closing  Date to and  including  the first Rent
Payment Date,  and in the case of all subsequent  Rent Payment  Dates,  from and
including the immediately  preceding  Interest Payment Date to and including the
Rent Payment Date in question.

         (ii) On the Lease  Termination  Date, the installment of Basic Rent due
shall  be in the  amount  set  forth  opposite  clause  (a) or  (b),  below,  as
applicable:

         (a)  If (i) the Lessee shall have exercised the Remarketing Option,
              (ii) all the Remarketing  Conditions shall have been satisfied
              in full,  AND (iii) the Lessee's  rights under Section 15.6 of
              the Lease shall have not been terminated pursuant to

              Section 15.6 of the Lease...........the Recourse Deficiency Amount

         (b)  In all other circumstances.......................the Lease Balance

         (iii) If the  installment  of Basic  Rent set forth in  paragraph  (ii)
above shall not be paid when due, the amounts due and unpaid shall bear interest
at the Overdue Rate until paid in full.



                                     III-1