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                                                                   Exhibit 10.8

                                                         BATH & BODY WORKS, INC.



                                 LEASE AGREEMENT



                  This Lease Agreement (this "Lease") is entered into and made
as of the 31st day of January, 1999, by and between Distribution Land Corp., a
Delaware corporation (hereinafter referred to as "Landlord") and Bath & Body
Works, Inc., a Delaware corporation (hereinafter referred to as "Tenant").


                              W I T N E S S E T H:


                  WHEREAS, Landlord owns a certain office/warehouse distribution
facility containing approximately 699,552 square feet of floor space identified
on EXHIBIT A attached hereto and made a part hereof by this reference (the
"Building"); and

                  WHEREAS, the Building is located upon an approximately 321.1
acre parcel of land located at the intersection of East Broad Street (State
Route 16) and Taylor Road, Reynoldsburg, Ohio, which land is depicted on EXHIBIT
A attached hereto and made a part hereof by this reference (the "Campus"); and

                  WHEREAS, Landlord wishes to lease to Tenant a portion of the
Building as more particularly described in Section 1.02 below (the "Premises")
and to grant to Tenant the right to utilize certain common areas and facilities
located within the Building and the Campus, all subject to the terms and
conditions of this Lease; and

                  WHEREAS, Tenant wishes to lease, from Landlord, a portion of
the Building and to utilize those certain common areas and facilities located
within the Building and the Campus.

                  NOW, THEREFORE, in consideration of the premises described
above and the mutual promises set forth herein, Landlord and Tenant, intending
to be legally bound, hereby agree as follows:


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I -- LEASE OF PREMISES

                  1.01 - LEASE OF PREMISES. Landlord, in consideration of the
rents and covenants hereinafter set forth, does hereby demise, let and lease to
Tenant, and Tenant does hereby hire, take and lease from Landlord, on the terms
and conditions hereinafter set forth, the Premises, to have and to hold the
same, with all appurtenances unto Tenant for the Term hereinafter specified.

                  1.02 - BASIC LEASE PROVISIONS.

                  A.       Building Address: 8525 East Broad Street
                                             Reynoldsburg, Ohio 43068

                  B.       Building Description: an office/warehouse
                           distribution facility, containing approximately
                           144,726 square feet of office space, 547,437 square
                           feet of distribution space and 7,389 square feet of
                           Building Common Area (as hereinafter defined)

                  C.       Premises Description: the floors of the Building on
                           which the Premises are located and the square footage
                           of the Premises are depicted on the floor plan
                           attached hereto as Exhibit B and made a part hereof
                           by this reference.

                  D.       Term: Fifteen (15) years, beginning on January 31,
                           1999 (the "Commencement Date") and ending on January
                           30, 2014 (the "Expiration Date")

                  E.       Annual Rent:

                           (i)      Office space and Pro Rata Share of Building
                                    Common Areas - $16.15 per square foot, or
                                    $2,177,391.50

                           (ii)     Distribution space - $4.35 per square foot,
                                    or $1,593,613.80

                           (iii)    Total Annual Rent of $3,771,005.30

                           (iv)     The Annual Rent shall be subject to periodic
                                    adjustments as provided in Section 4.02 of
                                    this Lease

                  F.       Monthly Installments of Rent:  $314,250.44

                  G.       Renewal Option(s): three (3) five (5) year Renewal
                           Option(s) - See Section 4.05 of this Lease for terms
                           of the Renewal Options


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                  H.       Addresses for Notices and Payments:

                           Tenant:          Bath & Body Works, Inc.
                                            8525 East Broad Street
                                            Reynoldsburg, Ohio 43068

                           with a copy to:

                                            Bath & Body Works, Inc.
                                            Three Limited Parkway
                                            Columbus, Ohio 43230
                                            Attention: Corporate Real Estate
                                                       Department

                           Landlord:        Distribution Land Corp.
                                            Three Limited Parkway
                                            Columbus, Ohio 43230

                           with a copy to:

                                            Distribution Land Corp.
                                            Three Limited Parkway
                                            Columbus, Ohio 43230
                                            Attention:  Corporate Real Estate
                                            Department

                  I.       Use: office/warehouse distribution use related to
                           distribution for retail sale of men's, women's and
                           children's apparel, accessories, personal care items
                           and other products, and for all administrative
                           activities relating thereto

                  1.03 - DESCRIPTION OF THE BUILDING, THE PREMISES AND THE
                  COMMON AREAS.

                  J. THE BUILDING. The Building is depicted on the attached
Exhibit A. The address and description of the Building are specified in Items A
and B of the Basic Lease Provisions (which are set forth in Section 1.02 of this
Lease).

                  K. THE PREMISES. The Premises consist of space which: (i) is
located on the floor or floors of the Building designated on the attached
EXHIBIT B, (ii) is located in one or more areas or parts of each such floor, and
(iii) is bound by the proposed or existing demising walls therefor, the
approximate locations of such demising walls and space being marked in color or
cross-hatched and shown on the diagram of the floor plan for each such floor,
such diagram being attached to this Lease as EXHIBIT B and made a part hereof by
this reference. The Premises also include that portion of the Building Common
Areas (as defined in Section 1.03(L) of this Lease) which has been allocated to
Tenant on the basis of the square footage of office space designated for
Tenant's use in items (i), (ii) and (iii) above divided by the total square
footage of office space located within the Building ("Pro Rata Share of Building
Common Areas"). The


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approximate number of square feet contained in the area which comprises the
Premises is also specified on EXHIBIT B.

                  L. COMMON AREAS. The Building is located within, and
constitutes a part of, the Campus. The Campus has been improved with the
Building, additional buildings and structures not subject to this Lease,
security buildings and facilities and roadways, driveways, walkways, parking
areas, loading areas, fences, walls, hedges, plantings, poles, ponds, lakes,
signs, utility improvements, trees, plantings and other landscaping features
(the Campus, excluding the Building, being referred to herein as the "Campus
Common Areas"). The Building contains certain areas or parts which are
designated for use in common by all of the tenants of the Building and their
respective employees, agents, customers, and invitees. Such areas include
entrances, exits and doors, lobbies, hallways, corridors and stairwells,
elevators and restrooms, but excluding certain "special amenities" such as the
cafeteria, mail room and reception area (all of which are referred to herein as
the "Building Common Areas"). The Campus Common Areas and the Building Common
Areas are sometimes referred to herein collectively as the "Common Areas".


II -- COMMON AREAS

                  2.01 - USE OF BUILDING COMMON AREAS. Subject to Landlord's
right at any time to use the Building Common Areas for its own purposes and the
right of any other tenant to operate the Building Common Areas, Landlord hereby
gives to Tenant and its employees, agents, customers and invitees, the
nonexclusive right to use the Building Common Areas in common with and subject
to the rights given to other tenants of the Building.

                  2.02 - USE OF CAMPUS COMMON AREAS. Subject to Landlord's right
at any time to use the Campus Common Areas for its own purposes, Landlord hereby
gives to Tenant and its employees, agents, customers and invitees, the
nonexclusive right to use the Campus Common Areas.

                  2.03 - RULES AND REGULATIONS FOR COMMON AREAS. The Campus
Common Areas and the Building Common Areas shall at all times be subject to the
exclusive management and control of Landlord which shall have the right, from
time to time, to establish, modify and enforce reasonable rules and regulations
with respect to all such Common Areas, and the use of such Campus Common Areas
and the Building Common Areas by Tenant, its subtenants and their respective
employees, agents, customers and invitees shall be subject to such rules and
regulations. Such rules and regulations may include, but shall not be limited
to, restrictions on parking, hours of operation, access routes, hours of access
to the Building and the Campus, rules with respect to the Building and such
other matters as may be deemed appropriate by Landlord from time to time.

                  2.04 - CHANGES IN COMMON AREAS. Landlord may do and perform
such acts in and to the Campus Common Areas and the Building Common Areas,
respectively, as it shall determine to be advisable. Landlord hereby reserves
the right to make reconfigurations,


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alterations, additions, deletions or changes to the Campus Common Areas and
Building Common Areas, respectively, including, but not limited to, changes
in the size and configuration of said Common Areas. Landlord reserves the
right to restrict and limit the use of the Campus Common Areas and Building
Common Areas, respectively, by Tenant, its subtenants and their respective
employees, agents, customers and invitees.

                  2.05 - MAINTENANCE OF COMMON AREAS. Subject to the provisions
of Section 4.03 hereof, Landlord shall adequately maintain the Campus Common
Areas and Building Common Areas, respectively, in a good and usable condition
throughout the Term of this Lease.

                  2.06 - COMMON AREA CAPITAL IMPROVEMENTS. Landlord may make
capital improvements to the Campus Common Areas and Building Common Areas,
respectively.


III -- TERM AND POSSESSION

                  3.01 - TERM. The Term of this Lease shall be for the period of
years and months specified in Item D of the Basic Lease Provisions; and shall
begin and end on the Commencement Date and Expiration Date, respectively,
specified in Item D of the Basic Lease Provisions, unless the Term of this Lease
is renewed, modified or terminated as provided elsewhere herein.

                  3.02 - TENANT'S ACCEPTANCE OF THE PREMISES. Tenant hereby
accepts the Premises in an "as is" condition and acknowledges that Landlord has
made no representations or warranties with respect thereto, and that Tenant has
inspected the Premises and found it to be in satisfactory condition.

                  3.03 - SURRENDER OF THE PREMISES. Upon the expiration or
earlier termination of this Lease, or upon the exercise by Landlord of its right
to re-enter the Premises without terminating this Lease, Tenant shall
immediately surrender the Premises to Landlord, together with all alterations,
improvements and other property as provided elsewhere herein, in broom-clean
condition and in good order, condition and repair, except for ordinary wear and
tear and damage which Tenant is not obligated to repair, failing which Landlord
may restore the Premises to such condition at Tenant's expense. Upon such
expiration or termination, Tenant may, provided Tenant is not in default and
unless prohibited from doing so by other provisions of this Lease, have the
right to remove its personal property and trade fixtures. Tenant shall promptly
repair any damage caused by any such removal, and shall restore the Premises to
the condition existing prior to the installation of the items so removed,
ordinary wear and tear and damage which Tenant is not obligated to repair
excepted. If Tenant fails to remove any and all such trade fixtures from the
Premises on the Expiration Date or earlier termination of this Lease, all such
trade fixtures shall become the Property of Landlord, unless Landlord elects to
require their removal, in which case Tenant shall, at its cost, promptly remove
the same and restore the Premises to its prior condition.


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                  3.04 - HOLDING OVER. In the event that Tenant shall not
immediately surrender the Premises on the Expiration Date of the Term hereof,
Tenant shall, by virtue of the provisions hereof, become a tenant by the month
at the monthly rent in effect during the last month of the Term of this Lease,
which monthly tenancy shall commence with the first day next after the
Expiration Date. Tenant, as a monthly tenant, shall be subject to all of the
terms, conditions, covenants and agreements of this Lease. Tenant shall give to
Landlord at least thirty (30) calendar days written notice of any intention to
quit the Premises, and Tenant shall be entitled to thirty (30) calendar days
written notice to quit the Premises, unless Tenant is in default hereunder, in
which event Tenant shall not be entitled to any notice to quit, the usual thirty
(30) calendar days notice to quit being hereby expressly waived. Notwithstanding
the foregoing provisions of this Section 3.04, in the event that Tenant shall
hold over after the expiration of the Term of this Lease, and if Landlord shall
desire to regain possession of the Premises promptly at the expiration of the
Term of this Lease, then, at any time prior to Landlord's acceptance of rent
from Tenant as a monthly tenant hereunder, Landlord, at its option, may
forthwith re-enter and take possession of the Premises without process, or by
any legal process in force.

                  3.05 - RENEWAL OPTIONS. So long as Tenant is not in default
under the terms of this Lease, Landlord does hereby grant to Tenant the right
and option to extend and renew the fifteen (15) year Term of this Lease (herein
called the "Initial Term") for three (3) additional period(s) of five (5) years
each (herein the "Renewal Term(s)"), beginning on the date immediately following
the Expiration Date of the Initial Term or the preceding Renewal Term, as
appropriate, upon the same terms, conditions, covenants and provisions as are
provided in this Lease (except the Rent, which will be subject to adjustment as
provided in Section 4.02 hereof). Unless in respect of each Renewal Term
Landlord or Tenant notifies the other party, at least one (1) year prior to the
expiration of the Initial Term or Renewal Term then in effect, of its intent not
to extend and renew the Term of this Lease, then the Tenant shall be deemed to
have exercised its Renewal Option in respect of that Renewal Term. If the
Renewal Option is exercised as provided herein, then this Lease shall be amended
to reflect the changes which will result from such extension of the Term of this
Lease, including the modification to all references in the Lease to the "Term"
thereof (as defined in Section 3.01) to include the Renewal Term as well as the
Initial Term.


IV -- RENT

                  4.01 - RENT.

                  MONTHLY RENT. Commencing on January 31, 1999, Tenant shall pay
to Landlord, as Rent for the Premises, the annual sum specified in Item E of the
Basic Lease Provisions, payable in equal consecutive monthly installments as
specified in Item F of the Basic Lease Provisions, in advance, on or before the
first day of each and every calendar month during the Term of this Lease;
provided, however, that if the Expiration Date shall be a day other than the
first day of a calendar month, the Rent installment for such last fractional
month shall be prorated on the basis of the number of days during the month this
Lease was in effect in relation to the total number of days in such month.


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                  4.02 - RENT ADJUSTMENT.

                  A. CPI ADJUSTMENTS DURING THE INITIAL TERM. Commencing on the
first (1st) anniversary of the Commencement Date and continuing on the same date
every year thereafter during the Initial Term, the Rent due and payable to
Landlord shall be adjusted for the next succeeding year. The adjusted Rent for
each year shall be equal to the Rent paid during the immediately preceding
twelve (12) month period (the "lease year") increased by a percentage equal to
the percentage increase in the CPI (as hereinafter defined) computed by
comparing the CPI figure for that month which is two (2) months prior to the
adjustment date (the "adjustment month") with the CPI figure for the month
occurring twelve (12) months prior to the adjustment month (the "base month").
For example, in computing the percentage increase for the lease year commencing
January 31, 2002, the percentage increase in the CPI would be determined by
comparing the CPI figure for November, 2001, the adjustment month, with the CPI
figure for November, 2000, the base month, and similar comparisons would be made
using the CPI figures for adjustment months and base months every year
thereafter. For the purposes hereof, "CPI" shall mean the Consumer Price Index,
published by the Bureau of Labor Statistics of the United States Department of
Labor, in the column for "all items" in the table titled "Consumer Price Index
for all Urban Consumers: U.S. City average, 1982-1984 = 100".

                  If the CPI at any time herein is no longer published or
issued, Landlord and Tenant shall agree on such other index as is then generally
recognized for determination of purchasing power in the United States.

                  B. ADJUSTMENTS DURING THE RENEWAL TERM. Commencing on the
first day of each Renewal Term the Rent shall be adjusted to an amount which, in
Landlord's reasonable judgment, is equal to the then current market rental rate
for similar buildings, in similar locations and in the same geographic area.
Provided, however, in no event shall the Rent for the Renewal Term be less than
the Rent which was paid by Tenant during the immediately preceding Term.
Commencing on the first anniversary of such date and continuing on the same date
every year thereafter during the Renewal Term, the Rent due and payable to
Landlord shall be adjusted for the next succeeding year. The adjusted Rent for
each year shall be equal to the Rent paid during the immediately preceding 12
month period (the "lease year") increased by a percentage equal to the
percentage increase in the CPI computed by comparing the CPI figure for that
month which is two months prior to the adjustment date (the "adjustment month")
with the CPI figure for the month occurring 12 months prior to the adjustment
month (the "base month"). For example, in computing the percentage increase for
the lease year commencing January 31, 2002, the percentage increase in the CPI
would be determined by comparing the CPI figure for November, 2001, the
adjustment month with the CPI figure for November, 2000, the base month, and
similar comparisons will be made using the CPI figures for adjustment months and
base months every year thereafter.

                  C. EXTRAORDINARY CAPITAL EXPENDITURES. If, during the Term of
this Lease, Landlord should agree to make any extraordinary Capital Improvements
to the Premises, such extraordinary Capital Improvements being the result of
either (i) Tenant's request, or


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(ii) Landlord's determination, in its sole discretion, that, due to Tenant's
activities upon the Premises such improvements are necessary, then Landlord
may either immediately charge Tenant for the costs of all such Capital
Improvements, which costs shall be paid by Tenant within 30 days of
Landlord's request therefor, or add to the Rent (to be paid in monthly
installments), an amount equal to the annual depreciation or amortization
with respect to the cost of such equipment or capital improvement, as
determined by Landlord in accordance with generally accepted accounting
principles, together with interest on such cost or the unamortized balance
thereof at the rate as may have to be paid by or accrued on the books of
Landlord on the unamortized balance.

                  D. EXTRAORDINARY SERVICES. If, during the Term of this Lease,
Landlord provides to Tenant services, including but not limited to repair,
maintenance and janitorial services, (i) in excess of those normally required to
maintain the Building in a manner consistent with similar buildings, in similar
locations in the same geographic areas, and (ii) such extraordinary services are
the result of or made necessary as a result of Tenant's activities within the
Premises, then Landlord shall have the right to calculate the cost of such
extraordinary services and to charge Tenant the cost thereof. All such charges
shall be calculated and charged to Tenant, on a monthly basis, to be paid by
Tenant as Rent hereunder.

                  4.03 - LATE PAYMENT SERVICE CHARGE; INTEREST. In the event any
installment of Rent, or any other amount which may become due under this Lease
is not paid when due, and such nonpayment continues for a period of ten (10)
days after Landlord gives to Tenant written notice of such nonpayment, then, for
each and every such payment, Tenant shall immediately pay a service charge equal
to five percent (5%) of the amount not timely paid, together with interest on
the amount not timely paid at the rate of eight percent (8%) per annum, from the
due date of such payment until paid. The provisions of this Section 4.03 shall
not be construed to extend the date for payment of Rent, or any other amount
which may become due under this Lease, or to relieve Tenant of its obligations
to pay all such items at the time or times herein stipulated, and neither demand
for, nor collection by Landlord of, late payment service charges and interest
pursuant to this Section 4.03 shall be construed as a cure of any default in
payment by Tenant.


V -- USE OF PREMISES

                  5.01 - SPECIFIC USE. The Premises shall be occupied and used
exclusively for the purposes specified in Item I of the Basic Lease Provisions
and for purposes incidental thereto, and shall not be used for any other
purposes.

                  5.02 - COVENANTS REGARDING USE. In connection with its use of
the Premises, Tenant agrees to do the following:

                  A. Tenant shall use the Premises and conduct its business
therein in a safe, careful, reputable and lawful manner; shall keep any garbage,
trash, rubbish or other refuse in sealed containers within the interior of the
Premises until removed and placed in a dumpster or


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other authorized container for the deposit of garbage and refuse, which shall
be located in an area designated by Landlord.

                  B. Tenant shall not commit, nor allow to be committed, in, on
or about the Premises any act of waste, including any act which might deface,
damage or destroy the Premises or any part thereof; use or permit to be used
within the Premises any hazardous substance, equipment, or other thing which
might cause injury to person or property or increase the danger of fire or other
casualty in, on or about the Premises; or permit any objectionable or offensive
noise or odors to be emitted from the Premises. Notwithstanding the foregoing,
Landlord acknowledges that Tenant will utilize certain distribution equipment
which, but for this sentence, might be deemed to violate this provision and use
of such equipment is expressly permitted.

                  C. Tenant shall not use the Premises, or allow the Premises to
be used, for any purpose or in any manner other than the permitted uses which
would, in Landlord's opinion, invalidate any policy of insurance now or
hereafter carried on the Premises or the Building or increase the rate of
premiums payable on any such insurance policy. Should Tenant fail to comply with
this covenant, Landlord may, at its option, require Tenant to stop engaging in
such activity or to reimburse Landlord as additional rent for any increase in
premiums charged during the Term of this Lease on the insurance carried by
Landlord on the Premises and the Building and attributable to the use being made
of the Premises by Tenant.

                  5.03 - ACCESS TO AND INSPECTION OF THE PREMISES. Landlord, its
employees and agents, shall have the right to enter any part of the Premises, at
all reasonable times after reasonable notice, for the purpose of examining or
inspecting the same, showing the same to prospective purchasers, mortgagees or
tenants, and for making such repairs, alterations or improvements to the
Premises and the Building as Landlord may deem necessary or desirable. Landlord
shall incur no liability to Tenant for such entry, except with respect to the
negligence or intentional, wrongful acts or omissions of Landlord, its agents,
employees and invitees, nor shall such entry constitute an eviction of Tenant or
a termination of this Lease, or entitle Tenant to any abatement of rent
therefor.

                  5.04 - COMPLIANCE WITH LAWS. Tenant shall comply with all
laws, statutes, ordinances, rules, regulations and orders of any federal, state,
municipal, or other government or agency thereof having jurisdiction over and
relating to the use and occupancy of the Premises, including any such laws,
statutes or regulations requiring modifications or alterations to the Premises.

                  5.05 - RULES AND REGULATIONS. The Building shall at all times
be subject to the management and control of the Landlord, and Landlord shall
have the right, from time to time, to establish, modify and enforce reasonable
rules and regulations with respect to the Building, and the use of the Building
by Tenant, its subtenants and their respective employees, agents, customers and
invitees shall be subject to such rules and regulations. Such rules and
regulations may include, but shall not be limited to restrictions upon Tenant's
hours of operation, noise levels with the Building, load placement and utility
usage.


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VI -- UTILITIES, EQUIPMENT MAINTENANCE AND OTHER SERVICES

                  6.01 - ELECTRIC, GAS AND WATER. Landlord, or Limited
Distribution Services, Inc. ("LDS"), acting as Landlord's agent, shall contract
with the appropriate public utilities companies or other providers supplying
electric, gas, water, sanitary sewer and all other utilities and services to the
Premises or to Tenant and shall pay directly all charges for such services from
and after the Commencement Date. Thereafter, Landlord or LDS shall reasonably
allocate these utility or service charges attributable to the Premises or to
Tenant and, on a periodic basis, provide to Tenant a written statement detailing
Tenant's allocation thereof. Tenant shall pay to Landlord or LDS, as
appropriate, within fifteen (15) days of Tenant's receipt of the written
statement therefor, all such utility and service charges.

                  6.02 - EQUIPMENT MAINTENANCE. LDS shall provide all
maintenance as is required to or deemed advisable for Tenant's distribution
center equipment located within the Premises. Tenant shall pay directly to LDS
all sums charged by LDS in connection with such equipment maintenance.

                  6.03 - JANITORIAL AND REFUSE COLLECTION SERVICE. Landlord
shall contract for janitorial and refuse collection services for the Premises
and shall pay for all charges for such services.


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<PAGE>


                  6.04 - DISCONTINUANCES AND INTERRUPTIONS OF UTILITY SERVICES.
Neither Landlord nor LDS shall be liable to Tenant in damages or otherwise (i)
if any utilities shall become unavailable from any public utility company,
public authority, or any other person supplying or distributing such utility, or
(ii) for any interruption in any utility service (including, without limitation,
any heating, ventilation or air conditioning) caused by the making of any
necessary repairs or improvements or by any cause beyond Landlord's and LDS's
reasonable control, and the same shall not constitute a termination of this
Lease or an eviction of Tenant.

                  6.05 - CAFETERIA, MAIL ROOM AND RECEPTION SERVICES. Included
within the Premises are areas designated for use as the cafeteria and the mail
room. Excluded from the Premises, but comprising part of the Building Common
Areas, is the reception area (the cafeteria, mailroom and reception area being
referred to herein as the "Special Amenities"). Tenant shall maintain, staff and
operate the Special Amenities, including providing security services, for the
benefit of all tenants within the Building. Tenant will also control the Special
Amenities for purposes of decorating and equipping the areas in which each of
the Special Amenities is located. Tenant will charge directly the other tenants
within the Building for the use of the Special Amenities. Neither Landlord nor
LDS shall be liable to Tenant or any other tenant in the Building as a result of
Tenant's operation of the Special Amenities.


VII -- SIGNS

                  7.01 - SIGNS. Tenant shall not inscribe, paint, affix or
display any signs, advertisements or notices on the Premises, the Building, or
the Campus without Landlord's prior written consent, which consent Landlord
shall have no obligation to give and which may be given or withheld in
Landlord's sole discretion.


VIII -- REPAIRS, MAINTENANCE, ALTERATIONS, IMPROVEMENTS AND FIXTURES

                  8.01 - REPAIR AND MAINTENANCE OF BUILDING. Landlord shall keep
and maintain the Building (including all doors, whether interior or exterior,
any plate glass in the exterior walls and doors, the roof, exterior and interior
structural walls, and the foundation) and the electrical, plumbing, heating,
ventilation and air conditioning systems serving the Building in good order,
condition and repair, and shall make all necessary repairs to the Building and
the electrical, plumbing, heating, ventilation and air conditioning systems
serving the Building, and will make all replacements from time to time required
thereto.

                  8.02 - REPAIR AND MAINTENANCE OF PREMISES. Landlord shall
provide cleaning, janitorial, maintenance, repair and restoration services to
the Premises. If a repair is needed to so maintain the Building, then Tenant
shall give to Landlord verbal notice, and as soon thereafter as possible
confirming written notice, of such need for repair. Within a reasonable period
of time thereafter, Landlord shall examine the item or matter described in
Tenant's notice, and if


                                    -11-
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Landlord should determine that such item or matter is in need of repair,
Landlord shall make such repair.

                  8.03 - ALTERATIONS OR IMPROVEMENTS. Tenant shall neither make,
nor permit to be made, any alterations or improvements to the Premises without
obtaining the prior written consent of Landlord, which consent shall not be
unreasonably withheld. If Landlord allow Tenant to make any such alterations or
improvements, Tenant shall make the same in accordance with all applicable laws
and building codes, in a good and workmanlike manner and in quality equal to or
better than the original construction of the Building, and shall comply with
such requirements as Landlord considers necessary or desirable, including,
without limitation, requirements as to the manner in which and the times at
which such work shall be done and the contractor or subcontractors to be
selected to perform such work. Tenant shall promptly pay all costs attributable
to such alterations and improvements and shall indemnify Landlord against any
mechanics' liens or other liens or claims filed or asserted as a result thereof
and against any costs or expenses which may be incurred as a result of building
code violations attributable to such work. Tenant shall promptly repair any
damage to the Premises and the Building caused by any such alterations or
improvements. Any alterations or improvements to the Premises, except movable
equipment and trade fixtures, shall become a part of the realty and the property
of Landlord, and shall not be removed by Tenant.

                  8.04 - TRADE FIXTURES. Any trade fixtures installed in the
Premises by Tenant at its own expense, such as movable partitions, counters,
shelving, and the like, may and, at the request of Landlord, shall be removed on
the Expiration Date or earlier termination of this Lease, provided that Tenant
is not then in default, that Tenant bears the cost of such removal, and further
that Tenant repairs, at its own expense, any and all damage to the Premises and
the Building resulting from such removal. If Tenant fails to remove any and all
such trade fixtures from the Premises on the Expiration Date or earlier
termination of this Lease, all such trade fixtures shall become the property of
Landlord, unless Landlord elects to require their removal, in which case Tenant
shall, at its cost, promptly remove same and restore the Premises to its prior
condition.


IX -- FIRE OR OTHER CASUALTY; CASUALTY INSURANCE

                  9.01 - DAMAGE OR DESTRUCTION BY CASUALTY. If the Building
should be substantially destroyed or damaged (which, as used herein, means
destruction or material damages to at least fifty percent (50%) of the Building)
by fire or other casualty, then either party hereto may, at its option,
terminate this Lease by giving written notice thereof to the other party within
thirty (30) calendar days after the date of such casualty. In such event, all
Rent due under this Lease shall be apportioned to and shall cease as of the date
of such casualty, and Tenant shall be given a reasonable period of time, not to
exceed forty-five (45) calendar days after receipt of written notice of
termination (or fourteen (14) days after giving notice of termination to
Landlord as appropriate) under this Section 9.01, in which to remove its trade
fixtures and personal property, whereupon both parties shall be released from
all further obligations and liability hereunder (except for any obligations
previously incurred hereunder). If neither party exercises this option,


                                    -12-
<PAGE>

then the Building shall be reconstructed and restored at Landlord's expense,
to substantially the same condition as it was prior to the casualty;
provided, however, that, if Tenant has made any additional improvements
pursuant to Section 8.03, Tenant shall reimburse Landlord for the cost of
reconstructing the same. In the event of such reconstruction, all Rent due
under this Lease shall be abated from the date of the casualty until such
substantial completion of the reconstruction repairs; and this Lease shall
continue in full force and effect for the balance of the Term. Landlord shall
use reasonable diligence in completing such reconstruction repairs.
Notwithstanding the foregoing, if the Premises are substantially destroyed or
damaged (which, as used herein, means destruction or material damages to at
least fifty percent (50%) of the Premises, as applicable), then Tenant may,
at its option, terminate this Lease by giving written notice thereof to
Landlord within thirty (30) calendar days after the date of such casualty. In
such event, all Rent due under this Lease shall be apportioned to and shall
cease as of the date of such casualty, and Tenant shall be given a reasonable
period of time, not to exceed thirty-five (35) calendar days, in which to
remove its trade fixtures and personal property, whereupon both parties shall
be released from all further obligations and liabilities hereunder (except
for any obligations previously incurred hereunder).

                  9.02 - CASUALTY INSURANCE. Landlord shall obtain and pay for
insurance against fire and other casualty in respect of the Building. Landlord
shall not be responsible for, and shall not be obligated to insure against, any
loss of or damage to any personal property of Tenant or which Tenant may have in
the Premises, or any trade fixtures installed by or paid for by Tenant in the
Premises, or any additional improvements which Tenant may construct in the
Premises, as provided in Section 8.03.

                  9.03 - WAIVER OF SUBROGATION. Landlord and Tenant each hereby
waive any and all right that they may have to recover from the other damages for
any loss occurring to them by reason of any act or omission of the other, but
only to the extent that the waiving party is actually compensated therefor by
insurance; provided that this waiver shall be effective only with respect to
loss or damage occurring during such time as the waiving party's coverage under
the appropriate policy of insurance is not adversely affected by this waiver.
If, in order to avoid such adverse effect, an endorsement must be added to any
insurance policy required hereunder, Landlord and Tenant shall cause such
endorsement immediately to be added and thereafter maintained throughout the
Term of this Lease.


X -- GENERAL PUBLIC LIABILITY, INDEMNIFICATION AND INSURANCE

                  10.01 - INDEMNIFICATION. Tenant shall indemnify Landlord and
hold it harmless from any and all liability for any loss, damage or injury to
person or property occurring in, on or about the Campus, the Building and the
Premises, regardless of cause, except for that caused by the negligence or
intentional wrongful acts of Landlord and its employees, agents, customers and
invitees; and Tenant hereby releases Landlord from any and all liability for the
same. Landlord shall indemnify Tenant and hold it harmless from any and all
liability for any loss, damage or injury to person or property resulting from
the gross negligence or intentional wrongful acts of Landlord and its employees,
agents, customers and invitees; and Landlord hereby releases Tenant


                                    -13-
<PAGE>

from any and all liability for the same. The obligation to indemnify
hereunder shall include the duty to defend against any claims asserted by
reason of such loss, damage or injury and to pay any judgments, settlements,
costs, fees and expenses, including attorneys' fees, incurred in connection
therewith.

                  10.02 - TENANT'S INSURANCE. Tenant, shall, at all times during
the Term of this Lease, carry, at its own expense, policies of insurance, with
such coverages, in such amounts, and with such insurers as are reasonably
acceptable to Landlord, covering Tenant's property and fixtures located in the
Premises.


XI -- EMINENT DOMAIN

                  11.01 - EMINENT DOMAIN. If the whole or any part of the
Building shall be taken for public or quasi-public use by a governmental or
other authority having the power of eminent domain, or shall be conveyed to such
authority in lieu of such taking, and if such taking or conveyance shall cause
the remaining part of the Building to be untenantable and inadequate for use by
Tenant for the purpose for which it was leased, then Tenant may, at its option,
terminate this Lease as of the date Landlord is required to surrender possession
of the Building. In such event, all Rent due under this Lease shall be
apportioned to and shall cease as of the date Landlord is required to surrender
possession of the Building, and Landlord and Tenant shall be released from all
further obligations and liability hereunder (except for any obligations
previously incurred hereunder). If a part of the Building shall be taken or
conveyed, but the remaining part is tenantable and adequate for Tenant's use,
Landlord shall make such repairs, alterations and improvements (exclusive of
repairs, alterations or improvements to tenant improvements, if any, installed
by Tenant pursuant to Section 8.03) as may be necessary to render the part not
taken or conveyed tenantable. If such taking or conveyance includes any part of
the Premises, the Rent shall be reduced in proportion to the part of the
Premises so taken or conveyed. All compensation awarded for such taking or
conveyance shall be the property of Landlord, without any deduction therefrom
for any present or future estate of Tenant, and Tenant hereby assigns to
Landlord all of its right, title and interest in and to any such award. However,
Tenant shall have the right to recover from such authority, but not from
Landlord, such compensation as may be awarded to Tenant on account of moving and
relocation expenses and depreciation to and removal of Tenant's trade fixtures
and personal property and alterations or tenant improvements, if any, installed
by Tenant pursuant to Section 8.03.


XII -- LIENS

                  12.01 - LIENS. If, because of any act or omission of Tenant or
anyone claiming by, through or under Tenant, any mechanic's lien or other lien
shall be filed against the Campus, the Building, the Premises or against other
property of Landlord (whether or not such lien is valid or enforceable as such),
Tenant shall, at its own expense, cause the same to be discharged or bonded of
record within a reasonable time, not to exceed thirty (30) calendar days after
the date Tenant becomes aware of the filing thereof, and shall also indemnify
Landlord and hold it harmless from


                                    -14-
<PAGE>

any and all claims, losses, damages, judgments, settlements, costs and
expenses, including attorneys' fees, resulting therefrom or by reason thereof.

XIII -- ASSIGNMENT AND SUBLETTING

                  13.01 - ASSIGNMENT AND SUBLETTING. Tenant will not assign,
transfer, mortgage, or otherwise encumber this Lease or sublet or rent (or
permit occupancy or use of) the Premises, or any part thereof, without obtaining
the prior written consent of Landlord, which consent Landlord shall have no
obligation to give and which may be given or withheld in Landlord's sole
discretion.


XIV - TRANSFER BY LANDLORD

                  14.01 - ASSIGNMENT OF RIGHTS. Landlord shall have the right to
assign its rights under this Lease at any time during the Term of this Lease,
subject only to the rights of Tenant hereunder; and such assignment shall
operate to release Landlord from liability hereunder for all acts or omissions
occurring after the date of such assignment.

                  14.02 - SUBORDINATION. Unless a mortgagee shall otherwise
elect, as provided in Section 14.03, this Lease is and shall be subject and
subordinate to the lien of any and all mortgages (which term "mortgages" shall
include both construction and permanent financing and shall include deeds of
trust and similar security instruments) which may now or hereafter encumber or
otherwise affect this Lease, the Building, the Campus, or both, and to all and
any renewals, extensions, modifications, recastings or refinancings thereof. In
confirmation of such subordination, Tenant shall, at the request of Landlord,
promptly execute any requisite or appropriate certificate or other document.
Tenant agrees that in the event that any proceedings are brought for the
foreclosure of any such mortgage, Tenant shall attorn to the purchaser at such
foreclosure sale, if requested to do so by such purchaser, and to recognize such
purchaser as the landlord under this Lease, provided that such purchaser agrees
not to disturb Tenant's possession and other rights under this Lease so long as
Tenant is not in default hereunder, and Tenant waives the provisions of any
statute or rule of law, now or hereafter in effect, which may give or purport to
give Tenant any right to terminate or otherwise adversely affect this Lease and
the obligations of Tenant hereunder, in the event that any such foreclosure
proceeding is prosecuted or completed.

                  14.03 - MORTGAGEE'S UNILATERAL SUBORDINATION. If a mortgagee
shall so elect by notice to Tenant or by the recording of a unilateral
declaration of subordination, this Lease and Tenant's rights hereunder shall be
superior and prior in right to the mortgage of which such mortgagee has the
benefit, with the same force and effect as if this Lease had been executed,
delivered and recorded prior to the execution, delivery and recording of such
mortgage, subject, nevertheless, to such conditions as may be set forth in any
such notice of declaration which do not result in Tenant's occupancy under this
Lease being disturbed while Tenant is not in default hereunder.


                                    -15-
<PAGE>

                  14.04 - SUBORDINATION TO COVENANTS, CONDITIONS AND
RESTRICTIONS. Tenant agrees that this Lease shall be subordinate and subject to
any covenants, conditions, easements and restrictions ("CCR's") which Landlord,
in its sole discretion, has previously or hereafter grants or adopts with
respect to or imposes upon the Campus, or any portion thereof, as long as such
CCR's do not substantially impair Tenant's use of the Premises for the permitted
uses hereunder. In confirmation of such subordination, Tenant shall, at
Landlord's request, promptly execute any requisite or appropriate certificate or
other document.

                  14.05 - EXCULPATION. If Landlord shall fail to perform any
covenant, term or condition of this Lease upon Landlord's part to be performed,
and if, as a consequence of such default, Tenant shall recover a money judgment
against Landlord, such judgment shall be satisfied only out of the proceeds of
sale received upon execution of such judgment and levied thereon against the
Landlord's interest in the Building and out of rents or other income from the
Building receivable by Landlord, or out of the consideration received by
Landlord from the sale or other disposition of all or any part of Landlord's
interest in the Building, subject, nevertheless, to the rights of any mortgagee,
and neither Landlord nor any of the shareholders, directors or officers of
Landlord shall be liable for any deficiency.


XV -- DEFAULTS AND REMEDIES

                  15.01 - DEFAULTS BY TENANT. The occurrence of any one or more
of the following events shall be a default and breach of this Lease by Tenant:

                  A. Tenant shall fail to pay any monthly installment of Rent
within five (5) calendar days after the same shall be due and payable, or any
other sum(s) within ten (10) calendar days after the same shall be due and
payable, and such nonpayment continues for a period of ten (10) days after
Landlord gives to Tenant written notice of such nonpayment.

                  B. Tenant shall fail to perform or observe any term,
condition, covenant or obligation required to be performed or observed by it
under this Lease for a period of thirty (30) calendar days or more after notice
thereof from Landlord; provided, however, that if the term, condition, covenant
or obligation to be performed by Tenant is of such nature that the same cannot
reasonably be performed within such thirty (30) day period, such default shall
be deemed to have been cured if Tenant commences such performance within said
thirty (30) day period and thereafter diligently completes the same.

                  C. A trustee or receiver shall be appointed to take possession
of substantially all of Tenant's assets in or about the Premises or of Tenant's
interest in this Lease (and Tenant does not regain possession within sixty (60)
calendar days after such appointment); Tenant makes an assignment for the
benefit of creditors; or substantially all of Tenant's assets in or about the
Premises or Tenant's interest in this Lease are attached or levied upon under
execution (and Tenant does not discharge the same within sixty (60) calendar
days thereafter).


                                    -16-
<PAGE>

                  D. A petition in bankruptcy, insolvency, or for reorganization
or arrangement is filed by or against Tenant pursuant to any federal or state
statute (and, with respect to any such petition filed against it, Tenant fails
to secure a stay or discharge thereof within sixty (60) calendar days after the
filing of the same).

                  15.02 - REMEDIES OF LANDLORD - Upon the occurrence of any
event of default set forth in Section 15.01, Landlord shall have the following
rights and remedies, in addition to those allowed by law, any one or more of
which may be exercised without further notice to or demand upon Tenant:

                  E. Landlord may re-enter the Premises and cure any default of
Tenant, in which event Tenant shall reimburse Landlord as additional rent for
any costs and expenses which Landlord may incur to cure such default; and
Landlord shall not be liable to Tenant for any loss or damage which Tenant may
sustain by reason of Landlord's action, regardless of whether caused by
Landlord's negligence or otherwise.

                  F. Landlord may terminate this Lease as of the date of such
default, in which event: (1) neither Tenant nor any person claiming under or
through Tenant shall thereafter be entitled to possession of the Premises, and
Tenant shall immediately thereafter surrender the Premises to Landlord; (2)
Landlord may re-enter the Premises and dispossess Tenant or any other occupants
of the Premises by force, summary proceedings, ejectment or otherwise, and may
remove their effects, without prejudice to any other remedy which Landlord may
have for possession or arrearages in rent; and (3) notwithstanding the
termination of this Lease (a) Landlord may recover from Tenant, as general
damages, the maximum amount allowed by law, which, at a minimum, shall be the
present value of the balance of the Rent which would have been due and payable
for the balance of the Term of this Lease, less the present value of the fair
rental value of the Premises for such period (with said present values being
determined using an eight percent (8%) discount rate), whereupon Tenant shall be
obligated to pay the same to Landlord, together with all costs, losses and
damages which Landlord may sustain by reason of such termination and re-entry,
or (b) Landlord may relet all or any part of the Premises for a term different
from that which would otherwise have constituted the balance of the Term of this
Lease, and for rent and on terms and conditions different from those contained
herein, whereupon Tenant shall immediately be obligated to pay to Landlord, as
liquidated damages, the difference between the Rent provided for herein and that
provided for in any lease covering a subsequent reletting of the Premises, for
the period which would otherwise have constituted the balance of the Term of
this Lease, together with all of Landlord's costs and expenses for preparing the
Premises for reletting, including all repairs, brokers' and attorneys' fees, and
all costs, losses and damages which Landlord may sustain by reason of such
termination, re-entry and reletting, it being expressly understood and agreed
that the liabilities and remedies specified in clauses (a) and (b) hereof shall
survive the termination of this Lease. Notwithstanding the foregoing, Landlord
shall use all reasonable efforts to mitigate its damages.

                  G. Landlord may sue for injunctive relief or to recover
damages for any loss resulting from the breach.


                                     -17-
<PAGE>

                  15.03 - NON-WAIVER OF DEFAULTS. The failure or delay by
Landlord or Tenant to enforce or exercise, at any time, any of the rights or
remedies or other provisions of this Lease shall not be construed to be a waiver
thereof, nor affect the validity of any part of this Lease or the right of
Landlord or Tenant thereafter to enforce each and every such right or remedy or
other provision. No waiver of any default and breach of the Lease shall be held
to be a waiver of any other default and breach. The receipt by Landlord of less
than the full rent due shall not be construed to be other than a payment on
account of rent then due, nor shall any statement on Tenant's check or any
letter accompanying Tenant's check be deemed an accord and satisfaction, and
Landlord may accept such payment without prejudice to Landlord's right to
recover the balance of the rent due or to pursue any other remedies provided in
this Lease. No act or omission by Landlord or its employees or agents during the
Term of this Lease shall be deemed an acceptance or a surrender of the Premises,
and no agreement to accept such a surrender shall be valid unless in writing and
signed by Landlord.


XVI -- NOTICE AND PLACE OF PAYMENT

                  16.01 - NOTICE. Any notice or other communication required or
permitted to be given to a party under this Lease shall be in writing, unless
otherwise specified in this Lease, and shall be given by one of the following
methods to such party at the address set forth in Item H of the Basic Lease
Provisions: (1) it may be sent by registered or certified United States mail,
return receipt requested and postage prepaid, or (2) it may be sent by ordinary
United States mail or delivered in person or by courier, telecopier, telex,
telegram, interconnected computers, or any other means for transmitting a
written communication. Any such notice shall be deemed to have been given as
follows: (i) when sent by registered or certified United States mail, as of the
earlier of date of delivery shown on the receipt, or as of the second calendar
day after it was mailed, and (ii) when delivered by any other means, upon
receipt. Either party may change its address for notice by giving written notice
thereof to the other party.

                  16.02 - PLACE OF PAYMENT. All rent and other payments required
to be made by Tenant to Landlord shall be made by inter-company transfers or
shall be delivered or mailed to Landlord at the address specified in Item H of
the Basic Lease Provisions, or any other address Landlord may specify from time
to time by written notice given to Tenant.


XVII -- HAZARDOUS SUBSTANCES

                  17.01 - HAZARDOUS SUBSTANCES. Tenant shall not cause or permit
any Hazardous Substance (as hereinafter defined) to be used, stored, generated
or disposed of on or in the Premises, the Building or the Campus by Tenant,
Tenant's agents, employees, contractors, invitees or sublessees, without first
obtaining Landlord's written consent. If Hazardous Substances are used, stored,
generated or disposed of on or in the Premises, or if the Premises, the Building
or the Campus becomes contaminated in any manner for which Tenant is legally
liable, Tenant shall indemnify and hold harmless Landlord from any and all
claims, damages, fines, judgments, penalties, costs, liabilities or losses
(including, without limitation, a decrease in


                                    -18-
<PAGE>

value of the Building or the Campus, damages caused by loss or restriction of
rentable or usable space, or any damages caused by adverse impact on
marketing of the space, and any and all sums paid for settlement of claims,
attorneys' fees, consultant and expert fees) arising during or after the Term
of the Lease, and arising as a result of that contamination by Tenant. This
indemnification includes, without limitation, any and all costs incurred
because of any investigation of the site or any cleanup, removal or
restoration mandated by a federal, state or local agency or political
subdivision. Without limitation of the foregoing, if Tenant causes or permits
the presence of any Hazardous Substance on or in the Premises, the Building
or the Campus and that results in contamination, Tenant shall promptly, at
its sole expense, take any and all necessary actions to return the Premises,
the Building and the Campus to the condition existing prior to the presence
of any such Hazardous Substance on or in the Premises. Tenant shall first
obtain Landlord's approval for any such remedial action. As used herein,
"Hazardous Substance" means any substance that is toxic, ignitable, reactive
or corrosive and that is regulated by any local government, the State of
Ohio, or the United States Government. "Hazardous Substance" includes any and
all materials or substances that are defined as "hazardous waste", "extremely
hazardous waste", or a "hazardous substance" pursuant to state, federal or
local government law. "Hazardous Substance" includes, but is not restricted
to, asbestos, polychlorinated biphenyls, petroleum, petroleum products, and
petroleum wastes.

XVIII -- MISCELLANEOUS GENERAL PROVISIONS

                  18.01 - RELOCATION; TERMINATION. Tenant acknowledges and
agrees that Landlord has the right and option to relocate Tenant to different
premises within the Building or to a different building within the Campus or to
a different building on another campus controlled by Landlord. Tenant agrees
that this Lease is, and Tenant's possession rights hereunder are, subject to
said relocation rights. In such event, Tenant agrees to relocate in accordance
with Landlord's plan of relocation and to cooperate fully with Landlord in
completing the relocation. In the event that Tenant should cease to be an entity
which is controlled by The Limited, Inc., then Landlord shall have the right and
option to terminate this Lease by giving Tenant written notice of such
termination at least one hundred eighty (180) days prior to the proposed
Effective Date of the termination. For the purposes of this section, a tenant is
"controlled by" The Limited, Inc. if The Limited, Inc., or one of its
subsidiaries, owns in excess of 50% of the voting shares of such tenant.

                  18.02 - DEFINITION OF RENT. Any amounts of money to be paid by
Tenant to Landlord pursuant to the provisions of this Lease, whether or not such
payments are denominated "Rent" and whether or not they are to be periodic or
recurring, shall be deemed "Rent" for purposes of this Lease; and any failure to
pay any of the same, as provided in Section 16.01 hereof, shall entitle Landlord
to exercise all of the rights and remedies afforded hereby or by law for the
collection and enforcement of Tenant's obligation to pay Rent. Tenant's
obligation to pay any such Rent, pursuant to the provisions of this Lease, shall
survive the expiration or other termination of this Lease and the surrender of
possession of the Premises after any hold over period.


                                    -19-
<PAGE>

                  18.03 - ESTOPPEL CERTIFICATE. Tenant agrees, at any time and
from time to time, upon not less than ten (10) calendar days prior written
notice by Landlord, to execute, acknowledge and deliver to Landlord, as
appropriate, a statement in writing (i) certifying that this Lease is unmodified
and in full force and effect, (or, if there have been modifications, stating
such modifications); (ii) stating the dates to which the rent and any other
charges hereunder have been paid by Tenant;, (iii) stating whether or not, to
the best of Tenant's knowledge, Landlord is in default in the performance of any
covenant, agreement or condition contained in this Lease, and, if so, specifying
each such default of which Tenant may have knowledge; and (iv) stating the
address to which notices to Tenant should be sent. Any such statement delivered
pursuant hereto may be relied upon by any owner of the Building or the Campus,
any prospective purchaser of the Building, any mortgagee or prospective
mortgagee of the Building, or any prospective assignee of any such mortgagee.

                  18.04 - GOVERNING LAW. This Lease shall be construed and
enforced in accordance with the laws of the State of Ohio.

                  18.05 - SUCCESSORS AND ASSIGNS. This Lease and the respective
rights and obligations of the parties hereto shall inure to the benefit of and
be binding upon the successors and assigns of the parties hereto, as well as the
parties themselves; provided, however, that Landlord, its successors and
assigns, shall be obligated to perform Landlord's covenants under this Lease
only during and in respect to their successive periods of ownership during the
Term of this Lease.

                  18.06 - SEVERABILITY OF INVALID PROVISIONS. If any provision
of this Lease shall be held to be invalid, void or unenforceable, the remaining
provisions hereof shall not be affected or impaired, and such remaining
provisions shall remain in full force and effect.

                  18.07 - CERTAIN WORDS, GENDER AND HEADINGS. As used in this
Lease, the word "person" shall mean and include, where appropriate, an
individual, corporation, partnership or other entity; the plural shall be
substituted for the singular and the singular for the plural, where appropriate;
and words of any gender shall include any other gender. The topical headings of
the several paragraphs of this Lease are inserted only as a matter of
convenience and reference, and do not affect, define, limit or describe the
scope or intent of this Lease.

                  18.08 - QUIET ENJOYMENT. So long as Tenant pays the prescribed
rent and performs or observes all of the terms, conditions, covenants and
obligations of this Lease required to be performed or observed by it hereunder,
Tenant shall, at all times during the Term hereof, have the peaceable and quiet
enjoyment, possession, occupancy and use of the Premises, without any
interference from Landlord or any person or persons claiming the Premises, by,
through or under Landlord.

                  18.09 - COMPLETE AGREEMENT; AMENDMENTS. This Lease, including
all Exhibits, Riders and Addenda, constitutes the entire agreement between the
parties hereto; it supersedes all previous understandings and agreements between
the parties, if any, and no oral or implied


                                    -20-
<PAGE>

representation or understandings shall vary its terms; and it may not be
amended, except by a written instrument executed by both parties hereto.

                  18.10 - REASONABLE MODIFICATIONS. Tenant will consent to such
reasonable modifications of this Lease as Landlord may hereafter find it
necessary to make in order to obtain mortgage financing, provided that such
modifications (a) do not change the rental to be paid hereunder or the length of
the Term of the Lease; and (b) do not impose obligations upon Tenant which are
substantially or practically more burdensome to it than the obligations
contained herein.


                [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                    -21-
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have executed this
Lease as of the day and year first above written.

Witnesses as to Landlord:                   LANDLORD:

                                            DISTRIBUTION LAND CORP., a Delaware
                                            corporation



/s/ Pat Rockel                              By: /s/ George R. Sappenfield
--------------                                 --------------------------
Print Name: Pat Rockel                      George R. Sappenfield
            ----------
/s/ Amy E. Dietz                            Vice President - Real Estate
----------------
Print Name: Amy E. Dietz
            ------------
                                            ATTESTED BY:

/s/ Pat Rockel                              /s/ C. David Zoba
--------------                              -----------------
Print Name: Pat Rockel                      C. David Zoba
            ----------                      Vice President and Senior Counsel
/s/ Amy E. Dietz                              - Real Estate
----------------
Print Name: Amy E. Dietz
            ------------


Witnesses as to Tenant:                     TENANT:

                                            BATH & BODY WORKS, INC., a
                                            Delaware corporation

/s/ Pat Rockel                              By: /s/ George R. Sappenfield
--------------                                 --------------------------
Print Name: Pat Rockel                      George R. Sappenfield
            ----------                      Vice President - Real Estate
/s/ Amy E. Dietz
----------------
Print Name: Amy E. Dietz
            ------------
                                            ATTESTED BY:

/s/ Pat Rockel                              /s/ C. David Zoba
---------------                             -----------------
Print Name: Pat Rockel                      C. David Zoba
            ----------                      Vice President and Senior Counsel
/s/ Amy E. Dietz                              - Real Estate
----------------
Print Name: Amy E. Dietz
            ------------


                                    -22-
<PAGE>




STATE OF OHIO,
COUNTY OF FRANKLIN, SS:

         The foregoing instrument was acknowledged before me this 18th day of
March, 1999, by George R. Sappenfield and C. David Zoba, Vice President - Real
Estate and Vice President and Senior Counsel - Real Estate, respectively, of
Distribution Land Corp., a Delaware corporation, on behalf of the corporation.


                                                     /s/ Amy E. Dietz
                                                     ----------------
                                                     Notary Public




STATE OF OHIO,
COUNTY OF FRANKLIN, SS:

         The foregoing instrument was acknowledged before me this 18th day of
March, 1999, by George R. Sappenfield and C. David Zoba, Vice President - Real
Estate and Vice President and Senior Counsel - Real Estate, respectively, of
Bath & Body Works, Inc., a Delaware corporation, on behalf of the corporation.


                                                     /s/ Amy E. Dietz
                                                     ----------------
                                                     Notary Public



                                    -23-
<PAGE>


                                    EXHIBIT A

         (Represents a map of the 321.1 acre site located in Reynoldsburg. Ohio)



<PAGE>


                                    EXHIBIT B

      Premises Description - Bath & Body Works, Inc. Distribution Center #7

  (Includes a map of the First and Second Floor of the Bath & Body Works, Inc.
                            Distribution Center #7)
<TABLE>
------------------------------------------------------------ -----------------------------
<S>                                                          <C>
Office Space:                                                128,247 square feet
------------------------------------------------------------ -----------------------------
Distribution Space:                                          366,348 square feet
------------------------------------------------------------ -----------------------------
Pro Rata Share of Building Common Area:                      6,576 square feet
------------------------------------------------------------ -----------------------------

<CAPTION>
------------------------------------------------------------------------------------------------------------------
                             Bath & Body Works, Inc. Space in Distribution Center #7
------------------------------------------------------------------------------------------------------------------
                                         OFFICE                   DISTRIBUTION                   TOTAL
------------------------------ ---------------------------- -------------------------- ---------------------------
<S>                                <C>                         <C>                        <C>
         First Floor               61,072 square feet          341,004 square feet        402,076 square feet
------------------------------ ---------------------------- -------------------------- ---------------------------
         Second Floor              67,175 square feet          25,344 square feet          92,519 square feet
------------------------------ ---------------------------- -------------------------- ---------------------------
</TABLE>