<PAGE>

                                                                   EXHIBIT 10.21

                              STANDARD RETAIL LEASE

                         ARTICLE 1.00 BASIC LEASE TERMS

         1.01 PARTIES. This Lease agreement ("Lease") is entered into by and
between the following Landlord and Tenant:

Batesville Back Yard Properties, L. L. C. ("Landlord") Back Yard Burgers, Inc.,
a Delaware corporation ("Tenant")

         1.02 LEASED PREMISES. In consideration of the rents, terms, provisions
and covenants of this Lease, Landlord hereby leases, lets and demises to Tenant
the following described premises ("leased premises"):

<TABLE>
<S>                                                     <C>
36,000                                                  (Approximate sq. ft)
185 House Carlson Drive                                 (Street address/suite number)
Batesville, MS 38606                                    (City, State, and Zip Code)
</TABLE>

         1.03 TERM. Subject to and upon the conditions set forth herein, the
term of this Lease shall commence fifteen (15) days after the date on which
Landlord delivers written notice to Tenant that the Leased Premises are ready
for possession (hereinafter referred to as "Possession Date") or the date on
which Tenant opens for business; whichever event occurs first ("commencement
date"), and shall terminate one hundred eighty (180) months thereafter.

         1.04 BASE RENT OPTIONS AND SECURITY DEPOSIT. Tenant options available
for years 16, 21, 26 & 31. Base rent is $ *(see below) per month. Security
deposit is $ 8,000.00.

                  A.

<TABLE>
<CAPTION>
 *BASE RENT                PER YEAR              MONTHLY BASE RENT
 ----------                --------              -----------------
<S>                       <C>                    <C>
Years 1 thru 3:           $ 96,600.00                $ 8,050.00
Years 4 thru 15:          $100,800.00                $ 8,400.00

OPTIONS:
Years 16 thru 20:         $134,164.80                $11,180.40
Years 21 thru 25:         $147,581.28                $12,298.44
Years 26 thru 30:         $162,339,41                $13,528.28
Years 31 thru 35:         $178,573.35                $14,881.11
</TABLE>

                  B.       ADJUSTMENT OF RENT - TOTAL PROJECT COSTS

                           1.       The Base Rental amount set forth above is
                                    based upon the sum of (i) 11.5% of the land
                                    value of $350,000 and (ii) 11.5% of the
                                    estimated Total Project cost (defined
                                    hereafter) estimated to be approximately
                                    $490,000.00. Beginning in year four this
                                    rate is adjusted to 12%. Total Project Cost
                                    shall be defined as the sum of the Hard Cost
                                    and Soft Cost. "Hard Cost" shall include the
                                    cost of construction of the improvements in
                                    accordance with the Site Plan and the Plans,
                                    which shall include the building, site work,
                                    utility connections and installation,
                                    building storage tanks and installation, and
                                    landscaping, and any other development cost
                                    approved in writing by Tenant. "Soft Cost"
                                    shall include the reasonable cost of
                                    construction interest and financing,
                                    engineering fees, architectural fees,
                                    surveying fees and permit and tap fees.

                           2.       If actual Total Project costs, (which may be
                                    verified by Tenant at its option, at any
                                    time during the term of the Lease Agreement
                                    by examination of actual invoices, billings,
                                    closing statements, construction draws,
                                    etc.) shall be more or less than the
                                    estimated Total Project Costs, then the
                                    annual Base Rent amount set forth above,
                                    shall be adjusted up or down, as
                                    appropriate, by an amount equal to 11.5% of
                                    the adjusted costs.

                  C.       No additional Soft Cost incurred by Landlord after
                           the Lease Commencement Date shall be included in
                           Total Project Costs. The parties agree that the final
                           Base Rent amount as will be determined by the formula
                           set forth above.

         1.05 ADDRESSES.

<TABLE>
<CAPTION>
        Landlord's Address:                             Tenant's Address:
<S>                                             <C>
Batesville Back Yard Properties, L.L.C.         Back Yard Burgers, Inc.
Attention: Michael W. Myers                     Attention: Michael G. Webb, CPA, CFO
1657 N. Shelby Oaks Drive, Suite 105            1657 N. Shelby Oaks Drive, Suite 105
Memphis, TN 38134                               Memphis, Tennessee  38134
                                                Business Phone: (901) 367-0888
</TABLE>

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         1.06 PERMITTED USE. OPERATION OF A BACK YARD BURGERS FAST FOOD
RESTAURANT

         1.07 TENANT'S TRADE NAME. Back Yard Burgers

         1.08 PERCENTAGE RENT. 0 % of gross sales

                                ARTICLE 2.00 RENT

         2.01 BASE RENT. Tenant agrees to pay monthly as base rent during the
term of this Lease the sum of money set forth in section 1.04 of this Lease,
which amount shall be payable to Landlord at the address shown above. One
monthly installment of rent shall be due and payable on the date of execution of
this Lease by Tenant for the first month's rent and a like monthly installment
shall be due and payable on or before the first day of each calendar month
succeeding the commencement date or completion date during the term of this
Lease; provided, if the commencement date or the completion date should be a
date other than the first day of a calendar month, the monthly rent set forth
above shall be prorated to the end of that calendar month, and all succeeding
installments of rent shall be payable on or before the first day of each
succeeding calendar month during the term of this Lease. Tenant shall pay, as
additional rent, all other sums due under this Lease.

         2.02 OPERATING EXPENSES. Tenant agrees to pay $1,500.00 annually to
Developer to cover its total portion of Common Area Development cost to maintain
the development located adjacent to its property.

         2.03 DEFINITION OF OPERATING EXPENSES - N/A

         2.04 LATE PAYMENT CHARGE. Other remedies for nonpayment of rent
notwithstanding, if the monthly rental payment is not received by Landlord on or
before the tenth day of the month for which the rent is due, or if any other
payment due Landlord by Tenant is not received by Landlord on or before the
tenth day of the month next following the month in which Tenant was invoiced, a
late payment charge of five percent of such past due amount shall become due and
payable in addition to such amounts owed under this Lease.

         2.05 INSURANCE IN INSURANCE PREMIUMS - N/A

         2.06 SECURITY DEPOSIT. The security deposit set forth above shall be
held by Landlord for the performance of Tenant's covenants and obligations under
this Lease, it being expressly understood that the security deposit shall not be
considered an advance payment of rental or a measure of Landlord's damage in
case of default by Tenant. Upon the occurrence of any event of default by Tenant
or breach by Tenant of Tenant's covenants under this Lease, Landlord may, from
time to time, without prejudice to any other remedy, use the security deposit to
the extent necessary to make good any arrears of rent, or to repair any damage
or injury, or pay any expense or liability incurred by Landlord as a result of
the event of default or breach of covenant, and any remaining balance of the
security deposit shall be returned by Landlord to Tenant upon termination of
this Lease. If any portion of the security deposit is so used or applied, Tenant
shall upon ten days written notice from Landlord, deposit with Landlord by cash
or cashier's check an amount sufficient to restore the security deposit to its
original amount.

         2.07 HOLDING OVER. In the event that Tenant does not vacate the leased
premises upon the expiration or termination of this Lease, Tenant shall be a
tenant at will for the holdover period and all of the terms and provisions of
this Lease shall be applicable during that period, except that Tenant shall pay
Landlord as base rental for the period of such holdover an amount equal to 150%
of the base rent which would have been payable by Tenant had the holdover period
been a part of the original term of this Lease. Tenant agrees to vacate and
deliver the leased premises to Landlord upon Tenant's receipt of notice from
Landlord to vacate. The rental payable during the holdover period shall be
payable to Landlord on demand. No holding over by Tenant, whether with or
without the consent of Landlord, shall operate to extend the term of this Lease.

         2.08 PERCENTAGE RENT - N/A

         2.09 GROSS SALES - N/A

         2.10 BOOKS AND RECORDS - N/A

         2.11 AUDIT - N/A

                         ARTICLE 3.00 OCCUPANCY AND USE

         3.01 USE. Tenant warrants and represents to Landlord that the leased
premises shall be used and occupied only for the purpose of retail sales as set
forth in section 1.06 and shall conduct business only under the trade name set
forth in section 1.08. Tenant shall occupy the leased premises, conduct its
business and control its agents, employees, invitees and visitors in such a
manner as is lawful, reputable and will not create a nuisance. Tenant shall not
permit any operation which emits any odor or matter which intrudes into other
portions of the building, use any apparatus or machine which makes undue noise
or causes vibration in any portion of the building or otherwise interfere with,
annoy or disturb any other Tenant in its normal business operations or Landlord
in its management of the building or shopping center. Tenant shall neither
permit any waste on the leased premises nor allow the leased premises to be used
in any way which would, in the opinion of Landlord, be

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extra hazardous on account of fire or which would in any way increase or render
void the fire insurance on the building.

         3.02 SIGNS. Tenant shall not, without Landlord's prior written consent,
make any changes to the store front; install any exterior lighting, decorations
or paintings; or erect or install any signs, window or door lettering, placards,
decorations or advertising media of any type which can be viewed from the
exterior of the leased premises, excepting only dignified displays of customary
type for its display windows, which shall be maintained in a neat and attractive
condition. All signs, lettering, placards, window displays, decorations and
advertising media shall conform in all respects to the sign criteria for the
shopping center from time to time established by Landlord in the exercise of its
sole discretion, and shall be subject to the prior written approval of Landlord
as to construction, method of attachment, size, shape, height, lighting, color
and general appearance. All signs shall be kept in good condition and in proper
operating order at all times. Tenant agrees that no other sign (mobile or
stationary) of any description shall be erected, placed or painted in or about
the leased premises. Tenant shall, at Tenant's expense, remove all signs at the
termination of this Lease, and the installation and removal shall be in such
manner as to avoid injury, defacement or overloading of the building or other
improvements.

         3.03 COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Tenant, at Tenant's
sole cost and expense, shall comply with all laws, ordinances, orders, rules and
regulations of state, federal, municipal or other agencies or bodies having
jurisdiction over the use, condition or occupancy of the leased premises. Tenant
will comply with the rules and regulations of the building adopted by Landlord,
which are set forth on a schedule attached to this Lease. Landlord shall have
the right at all times to change and amend the rules and regulations in any
reasonable manner as may be deemed advisable for the safety, care, cleanliness,
preservation of good order and operation or use of the building or the leased
premises. All changes and amendments to the rules and regulations of the
building will be sent by Landlord to Tenant in writing and shall thereafter be
carried out and observed by Tenant.

         3.04 WARRANTY OF POSSESSION. Landlord warrants that it has the right
and authority to execute this Lease, and Tenant, upon payment of the required
rents and subject to the terms, conditions, covenants and agreements contained
in this Lease, shall have possession of the leased premises during the full term
of this Lease as well as any extension or renewal thereof. Landlord shall not be
responsible for the acts or omissions of any other tenant or third party that
may interfere with Tenant's use and enjoyment of the leased premises.

         3.05 INSPECTION. Landlord or its authorized agents shall at any and all
reasonable times have the right to enter the leased premises to inspect the
same, to supply janitorial service or any other service to be provided by
Landlord, to show the leased premises to prospective purchasers or tenants, and
to alter, improve or repair the leased premises or any other portion of the
building. Tenant hereby waives any claim for damages for injury or inconvenience
to or interference with Tenant's business, any loss of occupancy or use of the
leased premises, and any other loss occasioned thereby. Landlord shall at all
times have and retain a key with which to unlock all of the doors in, upon and
about the leased premises. Tenant shall not change Landlord's lock system or in
any other manner prohibit Landlord from entering the leased premises. Landlord
shall have the right to use any and all means which Landlord may deem proper to
open any door in an emergency without liability therefor.

         3.06 CONTINUOUS OCCUPANCY. Tenant shall not at any time leave the
leased premises vacant, but shall in good faith continuously throughout the term
of this Lease conduct and carry on in the entire leased premises the type of
business for which the leased premises are leased. Tenant shall operate its
business in an efficient, high class and reputable manner with adequate
personnel in attendance and with complete lines of merchandise, adequately
stocked, so as to produce the maximum amount of sales from the leased premises,
and shall, except during reasonable periods for repairing, cleaning and
decorating, keep the leased premises open to the public for business on all days
and during all hours (including evenings) established by Landlord from time to
time as store hours for the shopping center and during any other hours when the
shopping center generally is open to the public for business, except to the
extent Tenant may be prohibited from being open for business by applicable law,
ordinance or governmental regulations.

         3.07 PROHIBITED SALES. Tenant shall not conduct within the leased
premises any fire, auction, bankruptcy, going-out-of-business, lost-our-lease,
or similar sales, operate within the leased premises a wholesale or factory
outlet store, a cooperative store, a second hand or sample store, a surplus
store or a store commonly referred to as a discount house.

         3.08 PROHIBITED ACTS. Tenant shall not permit any objectionable or
unpleasant odors to emanate from the leased premises, place or permit any radio,
television, loud-speaker or amplifier on the roof or outside the leased premises
or where the same can be seen or heard from outside the building, place any
antenna, awning or other projection on the exterior of the leased premises, or
do anything which would tend to injure the reputation of the shopping center.

         3.09 MERCHANTS ASSOCIATION - N/A

         3.10 COMMON AREAS. The common areas are part of the shopping center
designated by Developer from time to time for the common use of all tenants,
including, among other facilities, parking areas, sidewalks, landscaping, curbs,
loading areas, private streets and alleys, lighting facilities, hallways, malls,
restrooms, and other areas and improvements provided by Developer, all of which
are subject to Developer sole management and control and shall be operated and
maintained in such manner as Developer, in its discretion, shall determine.
Tenant and its employees, customers, subtenants, licensees and concessionaires
shall have the non-exclusive right and license to use the common areas as
constituted from time to time, such use to be in common with Developer, other
tenants of the shopping center and other persons permitted by Developer to use
the same, and subject to such reasonable rules and regulations governing use as
Developer may from time to time prescribe, including the designation of specific
areas within the shopping center or in reasonable proximity thereto in which
automobiles owned by Tenant, its employees, subtenants, licensees, and
concessionaires shall be parked. Tenant shall not solicit business, store or
display merchandise or other

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property within the common areas without the prior written consent of the
Developer. Developer may temporarily close any part of the common areas for such
periods of time as may be necessary to prevent the public from obtaining
prescriptive rights or to make repairs or alterations. To facilitate the
development of the shopping center, Tenant shall grant or join in executing such
grants, licenses, easements or consents or such other documents or instruments
necessary for the continued development of the shopping center.

         3.11 RELATIONSHIP OF LANDLORD AND TENANT. Nothing herein contained
shall be deemed or construed by the parties hereto, nor by any third party, as
creating the relationship of principal and agent, partnership or of joint
venture between the parties hereto, it being understood and agreed that neither
the method of computation of rental, nor any other provisions contained herein,
nor any acts of the parties hereto, shall be deemed to create any relationship
between the parties hereto other than the relationship of Landlord and Tenant.

                       ARTICLE 4.00 UTILITIES AND SERVICE

         4.01 BUILDING SERVICES. Landlord shall provide normal utility service
connections to the building. Tenant shall pay the cost of all utility services,
including, but not limited to, initial connection charges, all charges for gas,
electricity, water, sanitary and storm sewer service, and for all electric
lights, lamps or tubes. However, Landlord may, at Landlord's sole discretion,
provide one or more utility services to the leased premises, in which event
Tenant agrees to pay to Landlord its pro rata share of the costs of such
utilities or services as set forth in sections 2.02 and 2.03. Tenant shall pay
all costs caused by Tenant introducing excessive pollutants or solids other than
ordinary human waste into the sanitary sewer system, including permits, fees and
charges levied by any governmental subdivision for such pollutants or solids.
Tenant shall be responsible for the installation and maintenance of dilution
tanks, holding tanks, settling tanks, sewer sampling devices, sand traps, grease
traps, or similar devices as may be required by any governmental authority for
Tenant's use of the sanitary sewer system. Landlord may, in its sole discretion,
provide additional services or utilities not enumerated herein. Failure by
Landlord to any extent provide these defined services or any other services not
enumerated, or any cessation thereof, shall not render Landlord liable in any
respect for damages to either person or property, be construed as an eviction of
Tenant, work an abatement of rent or relieve Tenant from fulfillment of any
covenant in this Lease. Should any of the equipment or machinery break down, or
for any cause cease to function properly, Landlord shall use reasonable
diligence to repair the same promptly, but Tenant shall have no claim for rebate
of rent on account of any interruption of service occasioned from the repairs.
Landlord reserves the right from time to time to make changes in the utilities
and services provided by Landlord to the building or shopping center.

         4.02 THEFT OR BURGLARY. Landlord shall not be liable to Tenant for
losses to Tenant's property or personal injury caused by criminal acts or entry
by unauthorized persons into the leased premises or the building.

                      ARTICLE 5.00 REPAIRS AND MAINTENANCE

         5.01 LANDLORD REPAIRS. Landlord shall not be required to make any
improvements, replacements or repairs of any kind or character to the leased
premises or the project during the term of this Lease except as are set forth in
this section.

         5.02 TENANT REPAIRS. Tenant shall, at its sole cost and expense,
maintain all other parts of the leased premises, and building, parking and
landscaped areas in good repair and condition, including, but not limited to,
maintenance, improvements, and replacements thereof, landscaping, parking lot,
all exterior lights, heating, ventilating, and air conditioning systems,
plumbing and electrical systems, downspouts, storefronts, fire sprinkler system,
dock bumpers, and any and all other repairs or maintenance necessary for any
portion or part of the exterior and interior of the leased premises. If Tenant
fails to make the repairs or replacements promptly as required herein, Landlord
may, at its option, make the repairs and replacements and the costs of such
repairs and replacements shall be charged to Tenant as additional rent and shall
become due and payable by Tenant within ten days from receipt of Landlord's
invoice.

         5.03 REQUEST FOR REPAIRS. All requests for repairs or maintenance that
are the responsibility of Landlord pursuant to any provision of this Lease must
be made in writing to Landlord at the address in section 1.05.

         5.04 TENANT DAMAGES. Tenant shall not allow any damage to be committed
on any portion of the leased premises or building, and at the termination of
this Lease, by lapse of time or otherwise, Tenant shall deliver the leased
premises to Landlord in as good condition as existed at the commencement date of
this Lease, ordinary wear and tear excepted. The cost and expense of any repairs
necessary to restore the condition of the leased premises shall be borne by
Tenant.

         5.05 MAINTENANCE CONTRACT. Tenant shall, at its sole cost and expense,
during the term of this Lease maintain a regularly scheduled preventive
maintenance/service contract with a maintenance contractor for the servicing of
all hot water, heating and air conditioning systems and equipment within the
leased premises. The maintenance contractor and contract must be approved by
Landlord and must include all services suggested by the equipment manufacturer.

                    ARTICLE 6.00 ALTERATIONS AND IMPROVEMENTS

         6.01 LANDLORD IMPROVEMENTS. Landlord will complete the construction of
the improvements to the leased premises in accordance with plans and
specifications agreed to by Landlord and Tenant, which plans and specifications
are made a part of this Lease by reference. Within seven days of receipt of
plans and specifications, Tenant shall execute a copy of the plans and
specifications and, if applicable, change orders setting forth the amount of any
costs to be borne by Tenant. In the event Tenant fails to execute the plans and
specifications and change order within the seven-day period, Landlord may, at
its sole option, declare this Lease canceled or notify Tenant that the base rent
shall commence on the completion date even though the improvements to be
constructed by Landlord may not be complete. Any changes or

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modifications to the approved plans and specifications shall be made and
accepted by written change order or agreement signed by Landlord and Tenant and
shall constitute an amendment to this Lease.

The Leased premises will be connected, at Landlord's expense subject to
reimbursement of rent as described in Article 1.04, to a public sanitary sewer,
water supply, storm sewer, electricity and gas, which must in Tenant's sole
judgment, be adequate to serve all of the needs of the Tenant in the operation
of the restaurant. Landlord warrants that Tenant shall have shared use and
access of said sanitary sewer and other utilities for the full term of this
Lease Agreement and any extensions hereof, subject to Tenant property use and
payment by Tenant for sewer and utility services.

Tenant and Landlord shall mutually have the sole right to approve the ultimate
contractor who will construct the Improvements, and Tenant shall be furnished
copies of all contracts, bids, estimates, change orders and contract amendments
entered into or received by Landlord. All change orders shall be subject to
Tenant's written approval.

Tenant shall, at all times, have the right to inspect the progress of
construction of the Improvement. If Tenant shall give Landlord notice of faulty
construction or any other deviation from the Plans and Site Plan, Landlord
agrees to cause its contractors and/or sub-contractors to promptly make
appropriate corrections, which shall not increase project costs or rent to
Tenant, except for change orders approved in writing by Tenant. All such work
shall be completed in a good and workmanlike manner, according to the Plans and
Site Plan, and in accordance with the applicable laws, ordinances and licensing
and consent requirements and in compliance with the covenants of the Lease.

Landlord shall promptly and diligently, after the execution of this Lease
Agreement, proceed to obtain all necessary governmental permits and approvals
for the construction and development contemplated in this Lease Agreement. If
said permits and approvals are not obtained within twenty (20) days of the
execution of this Lease Agreement, then Tenant shall have the right and option
to obtain such permits and approvals.

The costs of causing the Plans and Site Plan to conform to local and state
codes, and obtaining all permits and approvals (whether by Landlord or Tenant)
shall be borne by Landlord and included in the rent as described in Article 1.04
B-2. Provided however, if Landlord shall be unable to ultimately obtain all
governmental permits and approvals after using its best effort to do so, and
either Landlord or Tenant shall choose to shall have the right to terminate this
Lease Agreement, each shall not be responsible for any costs incurred by the
other.

On or after the thirtieth (30th) day prior to the estimated Delivery Date,
Tenant shall have the right and privilege to receive, store, and install its
trade fixtures in or on the Leased Premises, provided, however, that receiving,
storing and installing of such, shall be in a manner that will not interfere
with completion of Landlord's work. It is expressly agreed that such action by
Tenant shall not constitute acceptance of Leased Premises as being Ready for
Occupancy as required herein, and Landlord shall have no liability for any
damage to, or loss of, said trade fixtures.

On the Possession Date, Tenant shall be deemed to have taken possession of the
Leased Premises and accepted same in its then present "As Is" condition, except
for completion of the Punch List items.

         6.02 TENANT IMPROVEMENTS. Tenant shall not make or allow to be made any
alterations or physical additions in or to the leased premises without first
obtaining the written consent of Landlord, which consent may in the sole and
absolute discretion of Landlord be denied. Any alterations, physical additions
or improvements to the leased premises made by Tenant shall at once become the
property of Landlord and shall be surrendered to Landlord upon the termination
of this Lease; provided, however, Landlord, at its option, may require Tenant to
remove any physical additions and/or repair any alterations in order to restore
the leased premises to the condition existing at the time Tenant took
possession, all costs of removal and/or alterations to be borne by Tenant. This
clause shall not apply to moveable equipment or furniture owned by Tenant, which
may be removed by Tenant at the end of the term of this Lease if Tenant is not
then in default and if such equipment and furniture are not then subject to any
other rights, liens and interests of Landlord and such removal can be
accomplished without material change to the leased premises. Upon completion of
any such work by Tenant, Tenant shall provide Landlord with "as built plans",
copies of all construction contracts and proof of payment for all labor and
materials. To defray Landlord's costs associated with the approval and oversight
of Tenant's Improvements and to confirm that such improvements are in accordance
with the terms of this Lease and complies with all applicable codes and
ordinances, Tenant shall pay to Landlord a construction management fee equal to
ten percent (10%) of the cost of such improvements. Such fee shall be paid
one-half prior to commencement of such improvements and one-half upon completion
thereof.

         6.03 MECHANICS LIEN. Tenant will not permit any mechanic's or
materialman's lien(s) or other lien to be placed upon the leased premises or the
building and nothing in this Lease shall be deemed or construed in any way as
constituting the consent or request of Landlord, express or implied, by
inference or otherwise, to any person for the performance of any labor or the
furnishing of any materials to the leased premises, or any part thereof, nor as
giving Tenant any right, power, or authority to contract for or permit the
rendering of any services or the furnishing of any materials that would give
rise to any mechanic's, materialman's or other lien against the leased premises.
In the event any such lien is attached to the leased premises, then, in addition
to any other right or remedy of Landlord, Landlord may, but shall not be
obligated to, obtain the release of or otherwise discharge the same. Any amount
paid by Landlord for any of the aforesaid purposes shall be paid by Tenant to
Landlord on demand as additional rent.

                       ARTICLE 7.00 CASUALTY AND INSURANCE

         7.01 SUBSTANTIAL DESTRUCTION. If the leased premises should be totally
destroyed by fire or other casualty, or if the leased premises should be damaged
so that rebuilding cannot reasonably be completed within ninety working days
after the date of written notification by Tenant to Landlord of the destruction,
this Lease shall terminate and the rent shall be abated for the unexpired
portion of the Lease, effective as of the

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date of the written notification.

         7.02 PARTIAL DESTRUCTION. If the leased premises should be partially
damaged by fire or other casualty, and rebuilding or repairs can reasonably be
completed within ninety working days from the date of written notification by
Tenant to Landlord of the destruction, this Lease shall not terminate, and
Tenant shall at its sole risk and expense proceed with reasonable diligence to
rebuild or repair the building or other improvements to substantially the same
condition in which they existed prior to the damage. If the leased premises are
to be rebuilt or repaired and are untenantable in whole or in part following the
damage, and the damage or destruction was not caused or contributed to by act or
negligence of Tenant, its agents, employees, invitees or those for whom Tenant
is responsible, the rent payable under this Lease during the period for which
the leased premises are untenantable shall be adjusted to such an extent as may
be fair and reasonable under the circumstances. In the event that Tenant fails
to complete the necessary repairs or rebuilding within ninety working days from
the date of written notification by Landlord to Tenant of the destruction,
Landlord may at its option terminate this Lease by delivering written notice of
termination to Tenant, whereupon all rights and obligations under this Lease
shall cease to exist.

         7.03 PROPERTY INSURANCE. Tenant shall at all times during the term of
this Lease maintain a policy or policies of insurance with the premiums paid in
advance, issued by and binding upon some solvent insurance company, insuring the
building against all risk of direct physical loss in an amount equal to at least
ninety percent of the full replacement cost of the building structure and its
improvements as of the date of the loss; provided, Landlord shall not be
obligated in any way or manner to insure any personal property (including, but
not limited to, any furniture, machinery, goods or supplies) of Tenant upon or
within the leased premises, any fixtures installed or paid for by Tenant upon or
within the leased premises, or any improvements which Tenant may construct on
the leased premises. Tenant shall have no right in or claim to the

proceeds of any policy of insurance maintained by Landlord even though the cost
of such insurance is borne by Tenant set forth as in Article 2.00.

         7.04 WAIVER OF SUBROGATION. Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant hereby waive and release each other of and
from any and all right of recovery, claim, action or cause of action, against
each other, their agents, officers and employees, for any loss or damage that
may occur to the leased premises, improvements to the building of which the
leased premises are a part, or personal property within the building, by reason
of fire or the elements, regardless of cause or origin, including negligence of
Landlord or Tenant and their agents, officers and employees. Landlord and Tenant
agree immediately to give their respective insurance companies which have issued
policies of insurance covering all risk of direct physical loss, written notice
of the terms of the mutual waivers contained in this section, and to have the
insurance policies properly endorsed, if necessary, to prevent the invalidation
of the insurance coverages by reason of the mutual waivers.

         7.05 TENANT'S HOLD HARMLESS. Landlord shall not be liable to Tenant's
employees, agents, invitees, licensees or visitors, or to any other person, for
any injury to person or damage to property on or about the leased premises
caused by any act or omission of Tenant, its agents, servants or employees, or
of any other person entering upon the leased premises under express or implied
invitation by Tenant, or caused by the improvements located on the leased
premises becoming out of repair, the failure or cessation of any service
provided by Landlord (including security service and devices), or caused by
leakage of gas, oil, water or steam or by electricity emanating from the leased
premises. Tenant agrees to indemnify and hold harmless Landlord of and from any
loss, attorney's fees, expenses or claims arising out of any such damage or
injury.

         7.05(a) LANDLORD'S HOLD HARMLESS. Tenant shall not be liable to
Landlord's employees, agents, invitees licensees or visitors, or to any other
person, for any injury to person or damage to property on or about the leased
premises caused by the negligence or misconduct of Landlord, its agents,
servants or employees, or any other person entering upon the Leased Premises
under express or implied invitation of Landlord. Landlord agrees to indemnify
and hold harmless Tenant of and from any loss, attorney's fees, expenses or
claims arising out of any such damage or injury.

         7.06 LIABILITY INSURANCE. Tenant shall, at its sole expense, maintain
at all times during the term of this Lease commercial general liability
insurance with respect to the leased premises and the conduct or operation of
Tenant's business therein, naming Landlord as an additional insured, with limits
of not less than $2,000,000.00 for death or bodily injury to any one or more
persons in a single occurrence and $500,000.00 for property damage. Tenant shall
deliver a certificate of such insurance to Landlord on or before the
commencement date and thereafter from time to time upon request.

                        ARTICLE 8.00 HAZARDOUS SUBSTANCES

             TENANT'S RESPONSIBILITY REGARDING HAZARDOUS SUBSTANCES

(1)      HAZARDOUS SUBSTANCES. The term "Hazardous Substances," as used in this
Lease, shall include, without limitation, flammables, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCBs), chemicals known to cause
cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes,
toxic substances or related materials, petroleum and petroleum products, and
substances declared to be hazardous or toxic under any law or regulation now or
hereafter enacted or promulgated by any governmental authority.

(2)      TENANT'S RESTRICTIONS. Tenant shall not cause or permit to occur:

         (a)      Any violation of any federal, state, or local law, ordinance,
         or regulation now or hereafter enacted, related to environmental
         conditions on, under, or about the leased premises, or arising from
         Tenant's use or occupancy of the leased premises, including, but

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         not limited to, soil and ground water conditions; or

         (b)      The use, generation, release, manufacture, refining,
         production, processing, storage, or disposal of any Hazardous Substance
         on, under, or about the leased premises, or the transportation to or
         from the Leased Premises of any Hazardous Substance, except as
         specifically disclosed on Exhibit "F" to this Lease.

(3)      TENANT'S OBLIGATIONS.

         (a)      Tenant shall, at Tenant's own expense, comply with all laws
         regulating the use, generation, storage, transportation, or disposal of
         Hazardous Substances ("Laws").

         (b)      Tenant shall, at Tenant's own expense, make all submissions
         to, provide all information required by, and comply with all
         requirements of all governmental authorities (the "Authorities or
         Authority") under the Laws.

         (c)      Should any Authority or any third party demand that a cleanup
         plan be prepared and that a cleanup be undertaken because of any
         deposit, spill, discharge, or other release of Hazardous Substances
         that occurs during the term of this Lease, at or from the leased
         premises, or which arises at any time from Tenant's use or occupancy of
         the leased premises, then Tenant shall, at Tenant's own expense,
         prepare and submit the required plans and all related bonds and other
         financial assurances; and Tenant shall carry out all such cleanup
         plans.

         (d)      Tenant shall promptly provide all information regarding the
         use, generation, storage, transportation, or disposal of Hazardous
         Substances that is requested by Landlord. If Tenant fails to fulfill
         any duty imposed under this section within a reasonable time, Landlord
         may do so; and in such case, Tenant shall cooperate with Landlord in
         order to prepare all documents Landlord deems necessary or appropriate
         to determine the applicability of the Laws to the leased premises and
         Tenant's use thereof, and for compliance therewith, and Tenant shall
         execute all documents promptly upon Landlord's request. No such action
         by Landlord and no attempt made by Landlord to mitigate damages under
         any Law shall constitute a waiver of any of Tenant's obligations under
         this section.

         (e)      Tenant's obligations and liabilities under this section shall
         survive the expiration of this Lease.

(4)      TENANT'S INDEMNITY.

         (a)      Tenant shall indemnify, defend, and hold harmless Landlord,
         the manager of the property, and their respective officers, directors,
         beneficiaries, shareholders, partners, agents, and employees from all
         fines, suits, procedures, claims, and actions of every kind, and all
         costs associated therewith (including attorneys' and consultants' fees)
         arising out of or in any way connected with any deposit, spill,
         discharge, or other release of Hazardous Substances that occurs during
         the term of this Lease, at or from the leased premises, or which arises
         at any time from Tenant's use or occupancy of the leased premises, or
         from Tenant's failure to provide all information, make all submissions,
         and take all steps required by all Authorities under the Laws and all
         other environmental laws.

         (b)      Tenant's obligations and liabilities under this section shall
         survive the expiration of this Lease.

                            ARTICLE 9.00 CONDEMNATION

         9.01 SUBSTANTIAL TAKING. If all or a substantial part of the leased
premises are taken for any public or quasi-public use under any governmental
law, ordinance or regulation, or by right of eminent domain or by purchase in
lieu thereof, and the taking would prevent or materially interfere with the use
of the leased premises for the purpose for which it is then being used, this
Lease shall terminate and the rent shall be abated during the unexpired portion
of this Lease effective on the date physical possession is taken by the
condemning authority. Tenant shall have no claim to the condemnation award or
proceeds in lieu thereof.

         9.02 PARTIAL TAKING. If a portion of the leased premises shall be taken
for any public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain or by purchase in lieu thereof, and
this Lease is not terminated as provided in section 9.01 above, Landlord shall
at Landlord's sole risk and expense, restore and reconstruct the building and
other improvements on the leased premises to the extent necessary to make it
reasonably tenantable. The rent payable under this Lease during the unexpired
portion of the term shall be adjusted to such an extent as may be fair and
reasonable under the circumstances. Tenant shall have no claim to the
condemnation award or proceeds in lieu thereof.

                      ARTICLE 10.00 ASSIGNMENT OR SUBLEASE

         10.01 LANDLORD ASSIGNMENT. Landlord shall have the right to sell,
transfer or assign, in whole or in part, its rights and obligations under this
Lease and in the building. Any such sale, transfer or assignment shall operate
to release Landlord from any and all liabilities under this Lease arising after
the date of such sale, assignment or transfer.

         10.02 TENANT ASSIGNMENT. Tenant shall not assign, in whole or in part,
this Lease, or allow it to be assigned, in whole or in part, by operation of law
or otherwise (including without limitation by transfer of a majority interest of
stock, merger, or dissolution, which transfer of majority interest of stock,
merger or dissolution shall be deemed an assignment) or mortgage or pledge the
same, or sublet the leased premises, in whole or in part, without the prior
written consent of Landlord, and in no event shall any such assignment or
sublease ever release Tenant or

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any guarantor from any obligation or liability hereunder. No assignee or
subtenant of the leased premises or any portion thereof may assign or sublet the
leased premises or any portion thereof.

         10.03 CONDITIONS OF ASSIGNMENT. If Tenant desires to assign or sublet
all or any part of the leased premises, it shall so notify Landlord at least
thirty days in advance of the date on which Tenant desires to make such
assignment or sublease. Tenant shall provide Landlord with a copy of the
proposed assignment or sublease and such information as Landlord might request
concerning the proposed subtenant or assignee to allow Landlord to make informed
judgments as to the financial condition, reputation, operations and general
desirability of the proposed subtenant or assignee. Within fifteen days after
Landlord's receipt of Tenant's proposed assignment or sublease and all required
information concerning the proposed subtenant or assignee, Landlord shall have
the following options: (1) consent to the proposed assignment or sublease, and,
if the rent due and payable by any assignee or subtenant under any such
permitted assignment or sublease (or a combination of the rent payable under
such assignment or sublease plus any bonus or any other consideration or any
payment incident thereto) exceeds the rent payable under this Lease for such
space, Tenant shall pay to Landlord all such excess rent and other excess
consideration within ten days following receipt thereof by Tenant; or (2)
refuse, in its sole and absolute discretion and judgment, to consent to the
proposed assignment or sublease, which refusal shall be deemed to have been
exercised unless Landlord gives Tenant written notice providing otherwise. Upon
the occurrence of an event of default, if all or any part of the leased premises
are then assigned or sublet, Landlord, in addition to any other remedies
provided by this Lease or provided by law, may, at its option, collect directly
from the assignee or subtenant all rents becoming due to Tenant by reason of the
assignment or sublease, and Landlord shall have a security interest in all
properties on the leased premises to secure payment of such sums. Any
collection, directly by Landlord from the assignee or subtenant, shall not be
construed to constitute a novation or a release of Tenant or any guarantor from
the further performance of its obligations under this Lease. As a condition to
the review of any assignment or sublease, Tenant shall deliver to Landlord or
Landlord's manager, as the case may be, a non-refundable fee of $500.00 to
defray the administrative costs with respect thereto. In addition, all legal
fees and expenses incurred by Landlord or its manager in connection with the
review of Tenant's requested assignment or sublease together with any legal fees
and disbursements incurred in the preparation and/or review of any documentation
required by the requested assignment or sublease, shall be the responsibility of
Tenant and shall be paid by Tenant within five (5) days of demand for payment
thereof. The non-refundable fee and legal expenses incurred as described herein
will be due and payable regardless of whether or not Landlord approves the
assignment or sublease as requested by Tenant.

         10.03 (a) CONDITIONS OF ASSIGNMENT. Anything in Article 9.00 Assignment
or Sublease to the contrary notwithstanding, Tenant shall have the right to
assign this Lease or sublet the Leased Premises without the consent of the
Lessor to (a) an affiliate or subsidiary of Tenant, (b) an entity with which
Tenant is merged or consolidated, or (c) an entity which purchases substantially
all of Tenant's assets by stock purchase or otherwise, provided such assignee or
subtenant shall continue to use the Leased Premises for the same purposes and in
substantially the same manner as Tenant, and provided further that the asignee's
or subtenant's financial strength meets Landlord's financial requirements.
Tenant must give Landlord thirty (30) days written notice of such assignment or
sublease as set forth herein. No such assignment or subletting shall be
construed to constitute a novation or release Tenant from any obligation or
liability under this Lease unless such release shall be in writing and signed by
Landlord. No such assignee or sublessee may assign or sublet the Leased Premises
or any portion thereof without the prior written consent of Landlord.

         10.04 SUBORDINATION. Tenant accepts this Lease subject and subordinate
to any recorded mortgage or deed of trust lien presently existing or hereafter
created upon the building or project and to all existing recorded restrictions,
covenants, easements and agreements with respect to the building or project.
Landlord is hereby irrevocably vested with full power and authority to
subordinate Tenant's interest under this Lease to any first mortgage or deed of
trust lien hereafter placed on the leased premises, and Tenant agrees upon
demand to execute additional instruments subordinating this Lease as Landlord
may require. If the interests of Landlord under this Lease shall be transferred
by reason of foreclosure or other proceedings for enforcement of any first
mortgage or deed of trust lien on the leased premises, Tenant shall be bound to
the transferee (sometimes called the "Purchaser") at the option of the
Purchaser, under the terms, covenants and conditions of this Lease for the
balance of the term remaining, including any extensions or renewals, with the
same force and effect as if the Purchaser were Landlord under this Lease, and,
if requested by the Purchaser, Tenant agrees to attorn to the Purchaser,
including the first mortgagee under any such mortgage if it be the Purchaser, as
its Landlord.

         10.05 ESTOPPEL CERTIFICATES. Tenant agrees to furnish, from time to
time, within ten days after receipt of a request from Landlord or Landlord's
mortgagee, a statement certifying, if applicable, the following: Tenant is in
possession of the leased premises; the leased premises are acceptable; the Lease
is in full force and effect; the Lease is unmodified; Tenant claims no present
charge, lien, or claim of offset against rent; the rent is paid for the current
month, but is not prepaid for more than one month and will not be prepaid for
more than one month in advance; there is no existing default by reason of some
act or omission by Landlord; and such other matters as may be reasonably
required by Landlord or Landlord's mortgagee. Tenant's failure to deliver such
statement, in addition to being a default under this Lease, shall be deemed to
establish conclusively that this Lease is in full force and effect except as
declared by Landlord, that Landlord is not in default of any of its obligations
under this Lease, and that Landlord has not received more than one month's rent
in advance.

                               ARTICLE 11.00 LIENS

         11.01 - N/A\

         11.02 - N/A

                       ARTICLE 12.00 DEFAULT AND REMEDIES

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         12.01 DEFAULT BY TENANT. The following shall be deemed to be events of
default by Tenant under this Lease: (1) Tenant shall fail to pay when due any
installment of rent or any other payment required pursuant to this Lease; (2)
Tenant shall abandon any substantial portion of the leased premises; (3) Tenant
shall fail to comply with any term, provision or covenant of this Lease, other
than the payment of rent, and the failure is not cured within ten days after
written notice to Tenant; (4) Tenant shall file a petition or be adjudged
bankrupt or insolvent under any applicable federal or state bankruptcy or
insolvency law or admit that it cannot meet its financial obligations as they
become due; or a receiver or trustee shall be appointed for all or substantially
all of the assets of Tenant; or Tenant shall make a transfer in fraud of
creditors or shall make an assignment for the benefit of creditors; or (5)
Tenant shall do or permit to be done any act which results in a lien being filed
against the leased premises or the building and/or project of which the leased
premises are a part.

         12.02 REMEDIES FOR TENANT'S DEFAULT. Upon the occurrence of any event
of default set forth in this Lease, Landlord shall have the option to pursue any
one or more of the remedies set forth herein without any notice or demand. (1)
Landlord may enter upon and take possession of the leased premises, by picking
or changing locks if necessary, and lock out, expel or remove Tenant and any
other person who may be occupying all or any part of the leased premises without
being liable for any claim for damages, and relet the leased premises on behalf
of Tenant and receive the rent directly by reason of the reletting. Tenant
agrees to pay Landlord on demand any deficiency that may arise by reason of any
reletting of the leased premises; further, Tenant agrees to reimburse Landlord
for any expenditures made by it in order to relet the leased premises,
including, but not limited to, remodeling and repair costs. (2) Landlord may
enter upon the leased premises, by picking or changing locks if necessary,
without being liable for any claim for damages, and do whatever Tenant is
obligated to do under the terms of this Lease. Tenant agrees to reimburse
Landlord on demand for any expenses which Landlord may incur in effecting
compliance with Tenant's obligations under this Lease; further, Tenant agrees
that Landlord shall not be liable for any damages resulting to Tenant from
effecting compliance with Tenant's obligations under this Lease caused by the
negligence of Landlord or otherwise. (3) Landlord may terminate this Lease, in
which event Tenant shall immediately surrender the leased premises to Landlord,
and if Tenant fails to surrender the leased premises, Landlord may, without
prejudice to any other remedy which it may have for possession or arrearages in
rent, enter upon and take possession of the leased premises, by picking or
changing locks if necessary, and lock out, expel or remove Tenant and any other
person who may be occupying all or any part of the leased premises without being
liable for any claim for damages. Tenant agrees to pay on demand the amount of
all loss and damage which Landlord may suffer by reason of the termination of
this Lease under this section, whether through inability to relet the leased
premises on satisfactory terms or otherwise. Notwithstanding any other remedy
set forth in this Lease, in the event Landlord has made rent concessions of any
type or character, or waived any base rent, and Tenant fails to take possession
of the leased premises on the commencement or completion date or otherwise
defaults at any time during the term of this Lease, the rent concessions,
including any waived base rent, shall be canceled and the amount of the base
rent or other rent concessions shall be due and payable immediately as if no
rent concessions or waiver of any base rent had ever been granted. A rent
concession or waiver of the base rent shall not relieve Tenant of any obligation
to pay any other charge due and payable under this Lease including without
limitation any sum due under section 2.02. Notwithstanding anything contained in
this Lease to the contrary, this Lease may be terminated by Landlord only by
mailing or delivering written notice of such termination to Tenant, and no other
act or omission of Landlord shall be construed as a termination of this Lease.

                            ARTICLE 13.00 RELOCATION

         13.01 RELOCATION OPTION - N/A

         13.02 EXPENSES - N/A

                            ARTICLE 14.00 DEFINITIONS

         14.01 ABANDON. "Abandon" means the vacating of all or a substantial
portion of the leased premises by Tenant, whether or not Tenant is in default of
the rental payments due under this Lease.

         14.02 ACT OF GOD OR FORCE MAJEURE. An "act of God" or "force majeure"
is defined for purposes of this Lease as strikes, lockouts, sitdowns, material
or labor restrictions by any governmental authority, unusual transportation
delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather
(including wet grounds or inclement weather which prevents construction), acts
of the public enemy, wars, insurrections and any other cause not reasonably
within the control of Landlord and which by the exercise of due diligence
Landlord is unable, wholly or in part, to prevent or overcome.

         14.03 BUILDING OR PROJECT. "Building" or "project" or "shopping center"
as used in this Lease means the building or project or shopping center described
in section 1.02, including the leased premises and the land upon which the
leased premises are situated.

         14.04 COMMENCEMENT DATE. "Commencement date" shall be the date set
forth in section 1.03. The commencement date shall constitute the commencement
of the term of this Lease for all purposes, whether or not Tenant has actually
taken possession.

         14.05 COMPLETION DATE. "Completion date" shall be the date on which the
improvements erected and to be erected upon the leased premises shall have been
completed in accordance with the plans and specifications described in article
6.00. The commencement of the term of this Lease for all purposes shall be as
stated in Article 1.03, whether or not Tenant has actually taken possession.
Landlord shall have a reasonable time after delivery of the notice in which to
take such corrective action as may be necessary and shall notify Tenant in
writing as soon as it deems such corrective action has been completed and the
improvements are ready for occupancy. Upon completion of construction, Tenant
shall deliver to Landlord a letter accepting the leased premises as suitable for
the purposes for which they are let. Whether or not Tenant has executed such
letter of acceptance, taking possession of the leased premises by Tenant shall
be deemed to establish conclusively that the

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improvements have been completed in accordance with the plans and
specifications, are suitable for the purposes for which the leased premises are
let, and that the leased premises are in good and satisfactory condition as of
the date possession was so taken by Tenant, except for latent defects, if any.

         14.06 SQUARE FEET. "Square Feet" or "square foot" as used in this Lease
includes the area contained within the leased premises.

                           ARTICLE 15.00 MISCELLANEOUS

         15.01 WAIVER. Failure of Landlord to declare an event of default
immediately upon its occurrence, or delay in taking any action in connection
with an event of default, shall not constitute a waiver of the default, but
Landlord shall have the right to declare the default at any time and take such
action as is lawful or authorized under this Lease. Pursuit of any one or more
the remedies set forth in article 12.00 above shall not preclude pursuit of any
one or more the other remedies provided elsewhere in this Lease or provided by
law, nor shall pursuit of any remedy constitute forfeiture or waiver of any rent
or damages accruing to Landlord by reason of the violation of any of the terms,
provisions or covenants of this Lease. Failure by Landlord to enforce one or
more of the remedies provided upon an event of default shall not be deemed or
construed to constitute a waiver of the default or of any other violation or
breach of any of the terms, provisions and covenants contained in this Lease.

         15.02 ACT OF GOD. Landlord shall not be required to perform any
covenant or obligation in this Lease, or be liable in damages to Tenant, so long
as the performance or non-performance of the covenant or obligation is delayed,
caused or prevented by an act of God, force majeure or by Tenant.

         15.03 ATTORNEY'S FEES. In the event Tenant defaults in the performance
of any of the terms, covenants, agreements or conditions contained in this Lease
and Landlord places in the hands of an attorney the enforcement of all or any
part of this Lease, the collection of any rent due or to become due or recovery
of the possession of the leased premises, Tenant agrees to pay Landlord's costs
of collection, including reasonable attorney's fees for the services of the
attorney, whether suit is actually filed or not.

         15.04 SUCCESSOR. This Lease shall be binding upon and inure to the
benefit of Landlord and Tenant and their respective heirs, personal
representatives, successors and assigns. It is hereby covenanted and agreed that
should Landlord's interest in the leased premises cease to exist for any reason
during the term of this Lease, then notwithstanding the happening of such event
this Lease nevertheless shall remain unimpaired and in full force and effect,
and Tenant hereunder agrees to attorn to the then owner of the leased premises.

         15.05 RENT TAX. If applicable in the jurisdiction where the leased
premises are situated, Tenant shall pay and be liable for all rental, sales and
use taxes or other similar taxes, if any, levied or imposed by any city, state,
county or other governmental body having authority, such payments to be in
addition to all other payments required to be paid to Landlord by Tenant under
the terms of this Lease. Any such payment shall be paid concurrently with the
payment of the rent, additional rent, operating expenses or other charge upon
which the tax is based as set forth above.

         15.06 CAPTIONS. The captions appearing in this Lease are inserted only
as a matter of convenience and in no way define, limit, construe or describe the
scope or intent of any section.

         15.07 NOTICE. All rent and other payments required to be made by Tenant
shall by payable to Landlord at the address set forth in section 1.05. All
payments required to be made by Landlord to Tenant shall be payable to Tenant at
the address set forth in section 1.05, or at any other address within the United
States as Tenant may specify from time to time by written notice. Any notice or
document required or permitted to be delivered by the terms of this Lease shall
be deemed to be delivered (whether or not actually received) when sent by
either: a) certified mail, return receipt requested, in which case notice shall
be deemed delivered upon deposit in the United States Mail, postage prepaid; or
b) sent by overnight delivery using a nationally recognized overnight courier in
which case, it shall be deemed delivered one business day after deposit with
such courier. All notices shall be sent to the parties at the respective
addresses set forth in section 1.05. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, IN
NO EVENT SHALL NOTICE BY FACSIMILE TRANSMISSION BE PROPER NOTICE UNDER THE TERMS
OF THIS LEASE.

         15.08 SUBMISSION OF LEASE. Submission of this Lease to Tenant for
signature does not constitute a reservation of space or an option to lease. This
Lease is not effective until execution by and delivery to both Landlord and
Tenant.

         15.09 CORPORATE AUTHORITY. If Tenant executes this Lease as a
corporation, each of the persons executing this Lease on behalf of Tenant does
hereby personally represent and warrant that Tenant is a duly authorized and
existing corporation, that Tenant is qualified to do business in the state in
which the leased premises are located, that the corporation has full right and
authority to enter into this Lease, and that each person signing on behalf of
the corporation is authorized to do so. In the event any representation or
warranty is false, all persons who execute this Lease shall be liable,
individually, as Tenant.

         15.10 PARTNERSHIP AUTHORITY. If Tenant executes this Lease as a general
or limited partnership, each person executing this Lease on behalf of Tenant
does hereby personally represent and warrant that Tenant is a duly authorized
and existing partnership, that, if applicable, Tenant is qualified to do
business in the state where the leased premises are located, that the
partnership has full right and authority to enter into this Lease, and that each
person signing on behalf of the partnership is authorized to do so. In the event
any representation or warranty is false, all persons who execute this Lease
shall be liable, individually, as Tenant. Tenant, shall additionally deliver a
copy of its partnership agreement,

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and if a limited partnership, a copy of its certificate of limited partnership.
The party executing the Lease on behalf of Tenant, if a corporate managing
general partner or general partner, shall additionally deliver 1) a corporate
resolution authorizing execution of this Lease and confirming the authority of
those executing this Lease, 2) certified Articles of Incorporation, 3) a
certificate of existence and good standing from the State of Tennessee or if
such party is not incorporated in Tennessee, a certificate of existence and good
standing from such party's state of incorporation and a certificate evidencing
such party's authority to do business in the State of Tennessee.

         15.11 SEVERABILITY. If any provision of this Lease or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Lease and the application of such provisions to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.

         15.12 LANDLORD'S LIABILITY. If Landlord shall be in default under this
Lease 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
right, title and interest of Landlord in the building as the same may then be
encumbered and neither Landlord nor any person or entity comprising Landlord
shall be liable for any deficiency. In no event shall Tenant have the right to
levy execution against any property of Landlord nor any person or entity
comprising Landlord other than its interest in the building as herein expressly
provided.

         15.13 INDEMNITY. Landlord agrees to indemnify and hold harmless Tenant
from and against any liability or claim, whether meritorious or not, arising
with respect to any broker whose claim arises by, through or on behalf of
Landlord. Tenant agrees to indemnify and hold harmless Landlord from and against
any liability or claim, whether meritorious or not, arising with respect to any
broker whose claim arises by, through or on behalf of Tenant.

              ARTICLE 16.00 AMENDMENT AND LIMITATION OF WARRANTIES

         16.01 ENTIRE AGREEMENT. IT IS EXPRESSLY AGREED BY TENANT, AS A MATERIAL
CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT THIS LEASE, WITH THE
SPECIFIC REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT OF
THE PARTIES; THAT THERE ARE, AND WERE, NO VERBAL REPRESENTATIONS, WARRANTIES,
UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO THIS LEASE OR
TO THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC DOCUMENTS NOT INCORPORATED IN
WRITING IN THIS LEASE.

         16.02 AMENDMENT. THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR
EXTENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LANDLORD AND TENANT.

         16.03 LIMITATION OF WARRANTIES. LANDLORD AND TENANT EXPRESSLY AGREE
THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF MERCHANTABILITY,
HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT
OF THIS LEASE, AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY
SET FORTH IN THIS LEASE.

                         ARTICLE 17.00 OTHER PROVISIONS

17.02 Tenant's Plans and Specifications, Exhibit "B"

17.04 Site Plan Indicating Leased Premises, Exhibit "D"

17.06 All exhibits attached hereto are incorporated herein by this reference.
Provided, however, in the event that at the time of execution of this Lease any
exhibits are incomplete, the parties shall use their best efforts to complete
such exhibits at the earliest possible date.

                            ARTICLE 18.00 SIGNATURES

SIGNED this 1st day of May, 2002.

<TABLE>
<CAPTION>
               LANDLORD                                                TENANT
<S>                                              <C>
Batesville Back Yard Burgers, LLC                Back Yard Burgers, Inc., a Delaware corporation

By: /s/ Michael W. Myers                         By: /s/ Lattimore M. Michael
   -----------------------------------              --------------------------------------------------

    Michael W. Myers, President                      Lattimore M. Michael, CEO
   -----------------------------------              --------------------------------------------------
        (Type Name and Title)                                  (Type Name and Title)
</TABLE>

     R-186