ASSIGNMENT AND ASSUMPTION OF LEASE


THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is made and
entered into effective as of the 21st day of November, 2008 (the "Effective
Date"), by and between Brad and Dad LLC ("Assignor"), and AEI INCOME &
GROWTH FUND XXI Limited Partnership (as to an undivided 63% interest)
and AEI INCOME & GROWTH FUND 27 LLC (as to an undivided 37% interest)
( "Assignee").

RECITALS:

A. Assignor and Assignee are parties to that certain Development Financing
and Leasing Commitment dated effective as of November 21, 2008, as it may
have been amended (the "Agreement"), pursuant to which Assignee is acquiring
from Assignor the real property and improvements, located on property more
particularly described on EXHIBIT A attached hereto and incorporated herein
by this reference (also referred to herein as the "Leased Premises").

B. Pursuant to the terms of the Agreement, Assignor desires to sell, assign,
convey, transfer and set over to Assignee and Assignee desires to assume all
of Assignor's interest in that certain Lease Agreement dated September 11,
2008 (the "Lease"), by and between Assignor and Tractor Supply Company
(the "Tenant"), including all rents prepaid for any period subsequent to
the date of this Assignment, subject to the terms and conditions set forth
below.

C. Assignor is the Landlord under the Lease with full right and title to
assign the Lease and the Rent to Assignee as provided herein. The Lease is
valid, in full force and effect and has not been modified or amended. So far
as is known to Assignor, there is no default by Tenant under the Lease and
no Rent has been waived, anticipated, discounted, compromised or released.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, Assignor and
Assignee hereby agree as follows:

1 Assignor hereby irrevocably and unconditionally sells, assigns, conveys,
transfers and sets over unto Assignee, its heirs, successors and assigns as
of the date hereof (the "Effective Date"), all of Assignor's right, title and
interest in, to and under: (i) the Lease, together with any and all guaranties
thereof, if any, and (ii) any and all rents prepaid as of the Effective Date,
held by Assignor in connection with the Lease (the "Rent").

2. On or after the Assignee's Assumption Date (defined below), Assignee
hereby assumes and shall be liable for any and all liabilities, claims,
obligations, losses and expenses, including reasonable attorneys' fees arising
in connection with the Lease which are actually incurred, and which arise by
virtue of acts or omissions occurring thereunder, or as a result of Assignee's
failure to fulfill the landlord's duties and obligations accruing under the
Lease on or after the date of the Tenant Acceptance Notice setting forth the
Rent Commencement Date (as such terms are defined in the Lease) ("Assignee's
Assumption Date"). Assignor shall indemnify and hold Assignee harmless from
any and all liabilities, claims, obligations, losses and expenses, including
reasonable attorneys' fees arising in connection with the Lease which are
actually incurred, and which arise by virtue of acts or omissions occurring
thereunder, or as a result of Assignor's failure to fulfill the landlord's
duties and obligations accruing under the Lease prior to the Assignee's
Assumption Date.

Notwithstanding the foregoing, with respect to Tenant claims regarding
construction and warranty of the Improvements on the Leased Premises or
construction defects therein, Assignor shall indemnify and hold Assignee
harmless from any and all liabilities, claims, obligations, losses and
expenses, including reasonable attorneys' fees arising in connection with
the Lease which are actually incurred, and which arise by virtue of acts or
omissions occurring thereunder, or as a result of Assignor's failure to
fulfill the landlord's duties and obligations accruing under the Lease with
respect to such construction matters or allegations of construction defect,
for a period ending the later of 12 months from the Assignee's Assumption
Date (notwithstanding if the remedy of such matters shall take beyond the
aforementioned date, which remedy the undersigned agrees to undertake until
completion). In any event, Assignor's liability to Assignee hereunder for
defects or installations resulting from deliberate or other deviations from
the Tenant approved plans and specifications shall not be less than the legal
limit of liability under the law of the jurisdiction where the Leased Premises
are located.

Except as otherwise set forth above, Assignee shall indemnify and hold
Assignor harmless from any and all liabilities, claims, obligations, loss
and expenses, including reasonable attorneys fees, arising in connection
with the Lease which are actually incurred, and which arise by virtue of acts
or omissions occurring thereunder, or as a result of Assignee's failure to
fulfill the landlord's duties and obligations accruing under the Lease on
or after the Assignee's Assumption Date. Assignee shall be entitled to
receive all income arising from the Lease from and after said Effective Date
hereof. Assignor shall be entitled to receive all income accruing from the
Lease prior to the Effective Date hereof.

3. Assignor shall direct the tenant and any successor tenant under the Lease
to pay to Assignee the Rent and all other monetary obligations due or to
become due under the Lease for the period beginning on the Effective Date.

4. This Assignment shall be governed by and construed in accordance with the
laws of the state in which the Property is located.

5. All rights and obligations of Assignee and Assignor hereunder shall be
binding upon and inure to the benefit of Assignor, Assignee and the heirs,
successors and assigns of each such party.

6. This Assignment may be executed in any number of counterparts, each of
which shall be effective only upon delivery and thereafter shall be deemed an
original, and all of which shall be taken to be one and the same instrument,
for the same effect as if all parties hereto had signed the same signature
page. Any signature page of this Assignment may be detached from any
counterpart of this Assignment without impairing the legal effect of any
signatures thereon and may be attached to another counterpart of this
Agreement identical in form hereto but having attached to it one or more
additional signature pages.



7. Whenever the context so requires in this Assignment, all words used in the
singular shall be construed to have been used in the plural (and vice versa),
each gender shall be construed to include any other genders, and the word
"person" shall be construed to include a natural person, a corporation, a
firm, a partnership, a joint venture, a trust, an estate or any other entity.

     IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
and Assumption of Lease as of the day and year first above written.

             ASSIGNOR:

                   Brad and Dad LLC, an Iowa limited liability company

                   By: /s/ BRAD BRODY



                            ACKNOWLEMENT


STATE OF IOWA	)
                )SS.
COUNTY OF Polk 	)


   BEFORE ME, the undersigned Notary Public, duly commissioned and qualified
within and for the State and County aforesaid,

   Personally came and appeared, Brad Brody that he is the Managing Member
of Brad and Dad LLC, and that in such capacity and on behalf of and in the
name of such li1nit d liability company, on November 20th 2008, he signed
and executed the above and foregoing instrument, and said appearer
acknowledged said instrument to be his free act and deed, for the purposes
and considerations therein expressed.

   IN WITNESS WHEREOF, this instrument is executed in the presence of the
undersigned witnesses and me, a Notary Public, on this 20th day of
November, 2008.


                                         /s/REBECCA J HENDERSON
                                         Notary Public


                                            [notary stamp]


    ASSIGNEE:



        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP, a Minnesota
        limited partnership


        By: AEIFund Management XXI, Inc., its corporate general partner


        By: /s/ ROBERT P JOHNSON              Dated: November 21, 2008
           Robert P Johnson, President


        AEI INCOME & GROWTH FUND 27 LLC

        By: AEI Fund Management XXI, Inc., its managing member

        By: /s/ ROBERT P JOHNSON              Dated: November 21, 2008
           Robert P Johnson, President



                                ACKNOWLEDGEMENT

STATE OF MINNESOTA )
                   )SS.
COUNTY OF RAMSEY   )


     BEFORE ME, the undersigned Notary Public, duly commissioned and qualified
within and for the State and County aforesaid, Personally came and appeared,
Robert P. Johnson, that he is the President of AEI Fund Management XXI, Inc.,
managing member of AEI Income & Growth Fund 27 LLC, and that as such officer
and on behalf of and in the name of such corporation, on November 21  , 2008,
he signed and executed the above and foregoing instrument, and said appearer
acknowledged said instrument to be the free act and deed of said corporation,
for the purposes and considerations therein expressed.

     IN WITNESS WHEREOF, this instrument is executed in the presence of the
undersigned witnesses and me, a Notary Public, on this 21st  day of November,
2008.


                                         /s/ JOSANN MARIE JOHNSON
                                             Notary Public


                                              [notary stamp]

STATE OF MINNESOTA )
                   )SS.
COUNTY OF RAMSEY   )

      BEFORE ME, the undersigned Notary Public, duly commissioned and
qualified within and for the State and County aforesaid,


      Personally came and appeared, Robert P. Johnson, that he is the
President of AEI Fund Management XXI, Inc., corporate general partner of
AEI Income & Growth Fund XXI Limited Partnership, and that as such officer
and on behalf of and in the name of such corporation, on November  21, 2008,
he signed and executed the above and foregoing instrument, and said appearer
acknowledged said instrument to be the free act and deed of said corporation,
for the purposes and considerations therein expressed.

      IN WITNESS WHEREOF, this instrument is executed in the presence of the
undersigned witnesses and me, a Notary Public, on this 21st  day of November,
2008.


                                         /s/ JOSANN MARIE JOHNSON
                                             Notary Public

                                       [notary stamp]


                 EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF LEASE

                              DESCRIPTION OF PROPERTY

Lot 3-A, Mall Drive Subdivision, City of Rapid City, Pennington County,
South Dakota








                                     LEASE

                                    BETWEEN



                                BRAD AND DAD, LLC,
                         AN IOWA LIMITED LIABILITY COMPANY,




                                  AS LANDLORD



                                      AND



                                  TRACTOR SUPPLY
                           COMPANY, A DELAWARE CORPORATION,




                                    AS TENANT



                           DATED AS OF SEPTEMBER   , 2008










Brody Form FS-NC 10.15.2006                               Rapid City,SD
Revised 9.7.07                                                      v.2





                        TABLE OF CONTENTS
                                                             PAGE

1.   DEMISED PREMISES                                           1
2.   CONSTRUCTION OF IMPROVEMENTS BY LANDLORD                   1
3.   CONSTRUCTION PLANS                                         1
4.   PROGRESS REPORTS                                           2
5.   TIME FOR COMMENCEMENT AND COMPLETION                       3
6.   LIQUIDATED DAMAGES                                         3
7.   IMPROVEMENTS SUBSTITUTIONS                                 3
8.   ZONING AND PERMITS                                         3
9.   CONSTRUCTION INDEMNIFICATION                               4
10.  INSPECTION OF WORK                                         4
11.  TENANT'S STORAGE OF MATERIALS OR INSTALLATION OF EQUIPMENT 4
12.  CHANGES IN THE WORK                                        4
13.  WORKMANSHIP OF IMPROVEMENTS/ WARRANT(                      5
14.  PERMITS, CERTIFICATES AND APPROVALS                        5
15.  ACCEPTANCE                                                 5
16.  TERM AND RENT                                              6
17.  EXCLUSIVE USE COVENANT                                     7
18.  LANDLORD'S REPAIRS AND MAINTENANCE                         8
19.  TENANT'S REPAIRS AND MAINTENANCE                           8
20.  INSURANCE                                                  9
21.  WAIVER OF CLAIMS                                          10
22.  INDEMNIFICATION                                           10
23.  ENTRANCES                                                 11
24.  UTILITIES                                                 11
25.  TAXES AND ASSESSMENTS                                     11
26.  PERMITTED CONTESTS                                        11
27.  ASSIGNMENT AND SUBLETTING                                 12
28.  SIGNS                                                     12
29.  CONDITION OF PREMISES; COMPLIANCE WITH LAWS               12
30.  ENVIRONMENTAL CONDITIONS.                                 13
31.  SATELLITE SYSTEM                                          14
32.  DAMAGE TO DEMISED PREMISES                                14
33.  ALTERATIONS                                               15
34.  MECHANICS LIENS                                           15
35.  CONDEMNATION                                              15
36.  TENANT'S DEFAULT                                          15
37.  LANDLORD'S DEFAULT                                        15
38.  USE AND QUIET POSSESSION                                  16
39.  TENANT'S BUSINESS OPERATION                               16
40.  RIGHT OF FIRST REFUSAL                                    16
41.  SURRENDER OF DEMISED PREMISES                             17
42.  RIGHT TO AUDIT                                            17
43.  LANDLORD'S CONSENTS AND APPROVALS                         17
44.  ATTORNEYS' FEES                                           17
45.  MEMORANDUM OF LEASE                                       17
46.  NO WAIVER                                                 18
47.  TRUE LEASE                                                18
48.  PUBLIC RELEASES                                           18
49.  CONFIDENTIALITY                                           18
50.  INCENTIVES                                                18






51.  HOLD OVER                                                 18
52.  NOTICES                                                   19
53.  CONDITION OF TITLE; ENCUMBRANCES                          19
54.  LANDLORD'S PAYMENT OBLIGATIONS                            20
55.  ESTOPPEL CERTIFICATES                                     20
56.  SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT             20
57.  TENANT PROPERTY                                           20
58.  INVALIDITY OF CERTAIN PROVISIONS                          20
59.  FORCE MAJEURE                                             20
60.  GOVERNING LAW; SUBMISSION TO VENUE AND JURISDICTION       20
61.  ENTIRE AGREEMENT                                          21
62.  BINDING EFFECT                                            21
63.  TIME IS OF THE ESSENCE                                    21
64.  LEASE INTERPRETATION                                      21
65.  COMPUTATION OF DAYS                                       21
66.  PROTECTIVE COVENANTS                                      21







                        INDEX OF DEFINED TERMS               PAGE

Acceptance Date                                                 6
Acquisition Notice                                             16
Actual Cost                                                     5
Assessment                                                     13
Building                                                        1
Closeout Binder                                                 5
Complete                                                        3
Completion Date                                                 3
Condemnation Proceedings                                       15
Construction Commencement Date                                  3
Demised Premises                                                1
Effective Date                                                  1
Environmental Condition                                        14
Environmental Laws                                             14
Extension Term                                                  6
Fenced Outdoor Display Area                                     1
Final Plat                                                     19
Fixed Completion Date                                           3
GAAP                                                           10
Governmental Approved Plans                                     2
Hazardous Materials                                            14
Hazardous Substances                                           14
Improvements                                                    1
Initial Term                                                    6
Land                                                            1
Landlord                                                        1
Landlord indemnitees                                           10
Landlord's Obligations                                         20
Landlord's Proposed Plans                                       1
Laws                                                           12
Lease Year                                                      6
Liquidated Damages                                              3
Offer                                                          16
Permanent Sidewalk Display Area                                 1
Permanent Trailer And Equipment Display Area                    1
Permitted Encumbrances                                         19
Preliminary Plans                                               1
Prohibited Uses                                                16
Rent Commencement Date                                          6
Restricted Products                                             7
Restricted Property                                             7
Right of First Refusal                                         16
Satellite Equipment                                            14
SNDA                                                           19
Taxes                                                          11
Tenant                                                          1
Tenant Acceptance Notice                                        6
Tenant Environmental indemnification Items                     14
Tenant Final Approved Plans                                     2
Tenant Indemnitees                                              4
Tenant Initial Approved Plans                                   1
Tenant Property                                                20
Tenant's Standard Signs                                        12
Term, ..                                                        6
Title Report                                                   19




               DOCUMENTS INCORPORATED BY REFERENCE




                                                             PAGE

Preliminary Plans                                               1

Tenant Final Approved Plans                                     2


                            EXHIBITS
Exhibit "A"         Legal Description of the Demised Premises
Exhibit "B"         Preliminary Site Plan
Exhibit "C"         ALTA Survey
Exhibit "D"         Construction Warranty
Exhibit "E"         Tenant's Standard Signs
Exhibit "F"         Permitted Encumbrances
Exhibit "G"         Subordination, Non-Disturbance and Attornment Agreement



                            SCHEDULES

Schedule I          Tenant Initial Approved Plans Certificate
Schedule II         Tenant Final Approved Plans Certificate



                                 LEASE

         THIS LEASE is entered into as of September 11th 2008 (the
"Effective  Date"), by and between Brad and  Dad,  LLC,  an  Iowa
limited liability company, 2501 Westown Parkway, Suite 1203, West
Des  Moines,  Iowa 50266, as landlord ("Landlord"),  and  Tractor
Supply   Company,  a  Delaware  corporation,  200  Powell  Place,
Brentwood, Tennessee 37027, as tenant ("Tenant").

     1.   DEMISED PREMISES. Landlord represents and warrants that
it owns or shall own by the Construction Commencement Date lawful
fee simple title to those certain premises located in the City of
Rapid City, County of Pennington, State of South Dakota, and more
particularly  described in the legal description attached  hereto
and  made a part hereof as Exhibit "A" (the "Land"), and as shown
on  the  ALTA survey prepared on behalf of Landlord by  Arleth  &
Associates  and dated September 8, 2008 which is attached  hereto
and made a part hereof as Exhibit "C". In the event Landlord does
not   acquire  lawful  fee  simple  title  to  the  Land  by  the
Construction Commencement Date and provide Tenant with a copy  of
Landlord's  recorded  deed for the Land, Tenant  shall  have  the
right, within sixty (60) days thereafter to terminate this  Lease
without  liability  or  obligation to Landlord.  Landlord  hereby
leases  the Land and Improvements to be constructed on  the  Land
for  Tenant (collectively, the "Demised Premises"), to Tenant  on
the following terms and conditions.

     2.   CONSTRUCTION OF IMPROVEMENTS BY LANDLORD. Landlord covenants
that it shall furnish and complete, at its sole cost and expense,
all  of  the  materials, labor, equipment, tools and supervision,
and  shall do everything necessary to complete the work as  shown
on  the  Tenant  Final Approved Plans, which work  shall  include
construction  of a building of approximately 19,097  square  feet
(the  "Building"), curb cuts, paved parking, ingress  and  egress
drive  lanes,  loading docks, delivery areas,  a  fenced  outdoor
display  area  of approximately 20,000 square feet  (the  "Fenced
Outdoor  Display  Area"), sidewalks, "Permanent Sidewalk  Display
Area", "Permanent Trailer And Equipment Display Area", utilities,
and make all other improvements to be located and as shown on the
Preliminary Site Plan attached hereto and made a part  hereof  as
Exhibit  "B", subject to approval by Tenant ("Improvements").  By
the  Acceptance  Date, all of the Improvements  shall  have  been
completed in accordance with Tenant Final Approved Plans  and  be
in  good  working  order  and functioning as  intended.  Landlord
agrees to install Tenant-provided items shown on the Tenant Final
Approved Plans without additional cost to Tenant.

     3.   CONSTRUCTION PLANS. A. Tenant Initial Approved Plans.
Tenant has provided Landlord with  Tenant's  Prototype  G  plans,
drawings and specifications, dated Q4-2007 and prepared by Oxford
Architecture  (collectively, the "Preliminary  Plans").  Landlord
acknowledges and confirms receipt of the Preliminary  Plans.  The
Preliminary Plans are incorporated herein by reference as  though
set  out in full. Within thirty (30) days hereof, Landlord  shall
furnish Tenant or Tenant's designee, at Landlord's sole cost  and
expense,  a revised site plan, including topographical  data  for
the  site, a preliminary landscaping plan, and a complete set  of
design   drawings  and  specifications,  which  conform  Tenant's
Preliminary  Plans for the Improvements to the  Demised  Premises
("Landlord's Proposed Plans").

         Tenant  shall have thirty (30) days from receipt of  the
Landlord's Proposed Plans to approve or disapprove such plans  in
writing.  Tenant's  approval  may include  modifications  to  the
Landlord's   Proposed  Plans.  Tenant's  approval  of  Landlord's
Proposed Plans means only that the Landlord's Proposed Plans meet
the  requirements of Tenant, and do not indicate, and should  not
be  construed  by  Landlord as indicating, required  governmental
approvals  or  legal  compliance,  which  are  at  the  cost  and
obligation of Landlord. The plans (including, but not limited to,
the  preliminary  landscaping  plan)  as  initially  approved  by
Tenant,  if  at all, shall be referred to as the "Tenant  Initial
Approved  Plans".  Upon  Tenant's  approval  of  Tenant   Initial
Approved  Plans,  Tenant shall complete and execute  Schedule  I,
attached hereto, which shall identify the Tenant Initial Approved
Plans with specificity.

         If  Tenant disapproves Landlord's Proposed Plans, Tenant
shall  notify  Landlord  in  writing  the  reasons  for  Tenant's
disapproval. Landlord, at its sole cost and expense,  and  within
thirty  (30)  days from receipt of Tenant's disapproval  of  such
plans, shall revise the Landlord's Proposed Plans to satisfy
Tenant's objections, in which case the revised plans shall be the
Tenant  Initial  Approved Plans. In the  event  plans  cannot  be
prepared  which  meet Tenant's requirements (including,  but  not
limited  to, landscaping plans), Landlord shall notify Tenant  in
writing  and Tenant shall have thirty (30) days from the  receipt
of  Landlord's  notice  to  either  modify  its  requirements  or
terminate  this  Lease, in which case neither  party  shall  have
further liability or obligation to the other.

          Landlord  shall  bear  the  cost  of  any  changes   to
Landlord's  Proposed  Plans required  by  Tenant  and  caused  by
Landlord's  deviation from the Preliminary Plans,  by  compliance
with  applicable law or required by a governmental agency. Tenant
shall  bear the cost of any changes to Landlord's Proposed  Plans
required   by   Tenant  and  caused  by  a  change  in   Tenant's
requirements,  as  set  forth  in  the  Lease  or   in   Tenant's
Preliminary  Plans. All change orders shall be processed  as  set
out in Section 12 of this Lease.

          Tenant's  failure  to approve or disapprove  Landlord's
Proposed Plans within thirty (30) days of receipt shall not  mean
that  Tenant  approves or disapproves such  plans,  and  Landlord
agrees  not  to  construe Tenant's failure  to  approve  in  such
fashion.  Tenant's  period  of  time  to  approve  or  disapprove
Landlord's  plans shall be reasonably extended  upon  request  by
Tenant.

          B. GOVERNMENTAL APPROVED PLANS. Landlord shall present
the   Tenant  Initial  Approved  Plans,  for  approval,  to  all
governmental agencies having jurisdiction over the   Improvements
and  whose  approval  is  required. The plans (including, but not
limited to,the landscaping plans) as approved and stamped by such
governmental  agencies shall be referred to as the  "GOVERNMENTAL
APPROVED  PLANS". Landlord agrees to indemnify  and  hold  Tenant
harmless   from   and  against  any  and  all  claims,   expenses
(including,   but  not  limited  to,  attorneys'  fees),   costs,
liabilities,  causes of action or judgments which  may  arise  or
come  about  by  Landlord's failure to  obtain  any  governmental
approvals for the Governmental Approved Plans that were required.

          C. TENANT FINAL APPROVED PLANS. Landlord shall promptly
deliver to Tenant the Governmental Approved Plans accompanied by
evidence of Government's approval. If the Tenant Initial Approved
Plans were approved by all required governmental agencies Without
Change Or Revision (so that the Tenant Initial Approved Plans and
the  Governmental  Approved Plans are  the  same),  Tenant  shall
accept  the plans as the "TENANT FINAL APPROVED PLANS".  In  such
case, Tenant shall give Landlord written notice of its acceptance
of  the  Governmental Approved Plans within thirty (30)  days  of
receipt of the Governmental Approved Plans from Landlord. If  any
change  or revision was made between the Tenant Initial  Approved
Plans  and  the  Governmental Approved Plans, Tenant  shall  have
thirty  (30)  days in which to notify Landlord, in writing,  that
it:  (i) accepts the Governmental Approved Plans as presented  in
which  case  this  Lease  shall continue,  and  the  Governmental
Approved  Plans shall be deemed the Tenant Final Approved  Plans;
or,  (ii)  reject  the  Governmental Approved  Plans.  If  Tenant
rejects  the  Governmental Approved Plans, Tenant shall  identify
the  reasons  for Tenant's rejection and Landlord  shall,  for  a
period not to exceed one hundred twenty (120) days from the  date
of  Tenant's rejection notice, diligently pursue modifications to
satisfy  both  the requirements of the governmental agencies  and
Tenant.  If during such 120-day period, plans cannot be  prepared
which  meet  the  requirements  of Tenant  and  the  governmental
agencies,  Landlord  shall notify Tenant in  writing  and  Tenant
shall have thirty (30) days from the receipt of Landlord's notice
to  either  modify its requirements or terminate this  Lease,  in
which  case  neither  party  shall  have  further  liability   or
obligation  to the other. Upon Tenant's approval of Tenant  Final
Approved  Plans, Tenant shall complete and execute, Schedule  II,
attached  hereto, which shall identify the Tenant Final  Approved
Plans  with  specificity.  The Tenant Final  Approved  Plans  are
incorporated herein by reference as though set out in full.


    4.  PROGRESS REPORTS. Landlord shall provide Tenant a  weekly
progress  report  no  later than noon Central  Time  each  Monday
during  the  construction period. The progress reports  shall  be
delivered  to Tenant electronically via e-mail, and shall  be  in
form  and  substance acceptable to Tenant. The  progress  reports
shall  include digital photographs of the construction referenced
in   the   report,  and  shall  describe,  among  other   things,
construction for the week, a comparison for such construction  to
the  construction  schedule, and a complete  explanation  of  any
variances from the construction schedule.

    5.    TIME  FOR COMMENCEMENT AND COMPLETION. A. Commencement.
Landlord's work on the Improvements shall commence no later  than
October  15,  2008,  (the "Construction Commencement  Date").  If
Landlord  has not commenced construction within thirty (30)  days
from  the Construction Commencement Date and diligently proceeded
with construction, Tenant may at any time within thirty (30) days
thereafter  and in its sole discretion, and as its  sole  remedy,
terminate this Lease without liability or obligation to Landlord.
Commencement  of  construction shall be deemed to  have  occurred
when Landlord makes its first physical alteration to the site and
continues  from that point in time to pursue meaningful  progress
on  the  construction of the Improvements. Landlord shall  be  in
default  if Landlord commences construction without Tenant  Final
Approved Plans.

          B.  COMPLETION.  Landlord shall, no fewer  than  sixty-
three (63) days prior to the Improvements being Complete (as such
term   is   defined   below),  provide  Tenant   written   notice
establishing the completion date (the "Completion Date").  In  no
event, shall the Completion Date be later than May 31, 2009  (the
"Fixed  Completion Date"). Landlord's covenant  to  complete  the
Improvements  by the Completion Date and in accordance  with  the
Tenant  Final Approved Plans includes a covenant to complete  the
Improvements  in  accordance with the "Time and Action  Calendar'
appearing  on the cover page of Tenant Final Approved  Plans,  if
Landlord  fails  to Complete the Improvements by  the  Completion
Date, Tenant shall be entitled to Liquidated Damages as its  sole
remedy pursuant to Section 6, below. In the event Landlord  fails
to complete the Improvements by the Fixed Completion Date, Tenant
shall  have the right, in its sole discretion, to terminate  this
Lease  in which event Tenant shall have no further obligation  to
Landlord  under this Lease, and, if Tenant so elects to terminate
the  Lease,  such Lease termination will be Tenant's sole  remedy
and  Tenant  shall  not  be entitled to Liquidated  Damages.  The
Improvements shall be deemed complete when the Tenant can  occupy
the  Demised  Premises and utilize the Improvements for  Tenant's
intended  use, subject only to the completion of minor punch-list
items  which  can be corrected or completed without  interference
with the Tenant's use or occupancy of the Demised Premises or the
Improvements  (as  determined by Tenant) and  all  approvals  and
authorizations  necessary for the Tenant to occupy  and  use  the
Demised Premises and Improvements, including but not limited to a
temporary  or  final certificate of occupancy or  the  equivalent
thereof,   have  been  issued  by  all  applicable   governmental
authorities ("Complete").


    6.   LIQUIDATED DAMAGES. Time is of the essence in completing
the Improvements as Tenant will rely on the Completion  Date,  in
expending  funds and scheduling the opening of its  business  and
will  suffer financial loss if the Improvements are not completed
by  the  Completion Date, Landlord (and its sureties),  shall  be
liable  for and shall pay to Tenant an amount equal to two  times
the  pro  rata daily rental rate for the Initial Term  as  fixed,
agreed,  reasonable and liquidated damages, and not as a penalty,
for  each  day  of  delay beginning the next  day  following  the
Completion  Date (the "Liquidated Damages"). Landlord and  Tenant
stipulate  and  agree that the amount of the  Liquidated  Damages
represents  Landlord's and Tenant's reasonable best  estimate  of
the  actual damages to be incurred by Tenant as a result  of  any
delay  in the completion of the Improvements after the Completion
Date,  the actual damages incurred by Tenant as a result  of  any
such  delay  being  difficult, if not impossible,  to  accurately
calculate.  Landlord shall pay the Liquidated Damages  to  Tenant
within seven (7) days from the date of Tenant's demand therefore.
In  the  event Landlord does not make payment as set  out  above,
Landlord  expressly  authorizes Tenant  to  offset  against  rent
payments the amount of the Liquidated Damages until accounted for
in full.

    7.   IMPROVEMENTS SUBSTITUTIONS. Any substitutions or
variations from the Tenant Final Approved Plans must be  approved
in writing by Tenant. Requests for approval of any substitute must
be submitted in writing to  Tenant together  with  all  necessary
supporting  data,  promptly  and  prior  to  installation  of   a
substitute  material.  Tenant shall be  the  sole  judge  of  the
suitability,   acceptability  and  equality  of  the   substitute
material and may accept or reject the same.

    8.   ZONING AND PERMITS. Landlord shall (i) secure and pay for
zoning  changes required for Tenant's use of the Demised Premises
and  shall furnish to Tenant, without demand, within thirty  (30)
days  of  the  Effective  Date a zoning  letter,  issued  by  the
governmental  agency  having jurisdiction  over  zoning  matters,
stating the zone designation of the Demised Premises as shown  on
the Site Plan, and that such designation is the correct designation
for Tenant's use  of the  Demised  Premises;  (ii) secure and pay
for all permits required for construction of the Improvements and
Tenant's use of the Demised Premises, except Tenant's sign permit,
as set out in Section 28 of this Lease; (iii) secure and pay  for
all certificates of inspection and of occupancy  which  shall  be
delivered to Tenant no later than the Completion Date;  and  (iv)
pay   for  all  fees  in  connection  with  construction  of  the
Improvements. Landlord shall post all bonds, secure and  pay  for
all  permits, and pay all fees for work on or in connection  with
public  property. In the event Landlord does not  provide  Tenant
with  the  required zoning letter within the time period provided
herein,  Tenant  shall  have the right to  terminate  this  Lease
within   thirty  (30)  days  thereafter  without  obligation   or
liability to Landlord.

          Landlord  represents and warrants to Tenant  that  upon
Acceptance  Date, Tenant shall have the lawful right to  use  the
Demised  Premises  for  Tenant's intended purpose  as  a  Tractor
Supply retail facility, including, but not limited to, the Fenced
Outdoor  Display Area, loading docks, Permanent Sidewalk  Display
Areas, and Permanent Trailer and Equipment Display Areas as shown
on the Tenant Final Approved Plans.

     9.   CONSTRUCTION INDEMNIFICATION. In addition to Landlord's
indemnification  in  Subsection 22  B,  Landlord  shall  protect,
indemnify and save harmless Tenant, its affiliates, and  each  of
their   respective  officers,  directors,  partners,   employees,
representatives,   agents,   and  assignees   (individually   and
collectively, the "Tenant Indemnitees") from and against any  and
all claims, demands, actions, causes of action, suits, judgments,
liability,  expenses (including attorneys' fees,  experts'  fees,
court costs, and other proceeding costs), and damages arising  or
growing  out of any act, failure to act, or omission on the  part
of  Landlord or those acting on behalf of Landlord in any  manner
arising  out  of  or  connected  with  the  construction  of  the
Improvements during the period of construction.

          Landlord's indemnification of the Tenant Indemnitees is
one of first defense and payment, not of reimbursement or surety.
Landlord's indemnification of the Tenant Indemnitees shall in  no
way be limited by or to Landlord's insurance.

     10.  INSPECTION OF WORK. Tenant shall at all times have access
to and the right to inspect construction of the Improvements and
the elements thereof, wherever and by whomever same  take  place.
Landlord shall engage a reputable third party testing company  to
perform  construction  material testing of concrete,  soil,  soil
compaction,  steel  and  pavement  constituting  a  part  of  the
Improvements.  Landlord shall prepare, or cause to  be  prepared,
written  summaries of results in connection with all such testing
and  shall  distribute  such summaries to Tenant  and  Landlord's
general contractor.

     11.  TENANT'S STORAGE OF MATERIALS OR INSTALLATION OF EQUIPMENT.
Tenant  shall have the right, at its own risk, to store materials
or  install  fixtures  or  equipment in any  or  all  Improvement
buildings before acceptance of the Improvements without  implying
thereby  any acceptance of the Improvements. Landlord  agrees  to
use  commercially reasonable efforts to avoid damage to  Tenant's
property.

     12.  CHANGES IN THE WORK. Tenant may, at any time before the
Completion   Date,  order  additions  to,  deletions   from,   or
alterations in the Improvements. All terms and conditions of  the
Tenant  Final Approved Plans shall become a part of  each  change
order,  and each change order shall be incorporated by  reference
into the Tenant Final Approved Plans as though set out in full.

          Before  any change is made or work done, Tenant or  its
agent shall specify the change in detail and in writing. Promptly
after receipt of the specifications, the Landlord shall submit to
Tenant  a  detailed change order showing the cost of the proposed
change in the work, or the credit to be allowed and the extension
of  time,  if  any,  necessary for the change. The  Tenant  shall
promptly  notify  the  Landlord  whether  the  change  order   is
acceptable and, if it is, Tenant shall, in writing, authorize the
change to be made or work to be done. Only change orders approved
by  Tenant in writing shall be binding on Tenant and become  part
of this Lease.

          The cost or savings of change orders shall be equal  to
the  Actual Cost (as such term is defined below) to the  Landlord
of  the  work  added or deleted, as applicable. As  used  herein,
"Actual  Cost"  shall mean the cost of direct  labor,  materials,
equipment,  and  supervision. Within  thirty  (30)  days  of  the
Completion  Date,  Landlord shall deliver to  Tenant  a  detailed
accounting of all change orders showing the Actual Cost  of  each
change  order. If the change orders cumulatively resulted in  net
additional costs for the Improvements, Landlord shall include  an
invoice and supporting documentation therefore, and Tenant  shall
pay  such  invoice  within thirty (30) days of  receipt.  If  the
change orders cumulatively resulted in a net cost savings for the
Improvements,  Landlord's payment therefore shall  accompany  the
accounting.

     13.  WORKMANSHIP OF IMPROVEMENTS/ WARRANTY. All materials and
equipment items shall be new and of the quality specified in  the
Tenant   Final   Approved  Plans.  The  Improvements   shall   be
constructed in a good and workmanlike manner and shall comply  in
all  respects  with the Tenant Final Approved Plans,  all  lawful
requirements applicable to the Demised Premises and the Permitted
Encumbrances.

          Landlord  shall furnish to Tenant, without  demand,  no
later  than sixty (60) days after the Completion Date: a list  of
all  subcontractors  used  by the general  contractor  and  their
contact  information; final unconditional lien waivers  from  the
general contractor and all subcontractors, sub-subcontractors and
materialmen;  and,  a  written warranty from  Landlord's  general
contractor  for  the  benefit  of Tenant  of  all  work  done  to
construct  the  Improvements  for  a  period  of  one  (1)   year
commencing  on the Acceptance Date or as otherwise  provided  for
longer  periods  of time. The warranty shall be in  the  form  of
Exhibit "D", attached hereto and made a part hereof. The Landlord
shall  also furnish to Tenant no later than sixty (60) days after
the Completion Date two (2) bound sets ("Closeout Binder") of all
manufacturers'  warranties,  manuals,  instruction   books,   and
contract  information for all equipment, appliances, and fixtures
specified  or  required and installed as a part of this  project,
and assign to Tenant all warranties for equipment, appliances and
fixtures  for which Tenant is responsible as provided in  Section
19  of  this  Lease. Landlord shall cause its contract  with  its
general  contractor  to  contain a  provision  that  specifically
grants Tenant the right, in addition to Landlord, to enforce  the
obligations  of  the general contractor under its  contract  with
Landlord.


          Landlord covenants that the manufacturer's warranty for
the roof, including materials and labor, shall be for a period of
at  least  fifteen (15) years from the Acceptance Date.  Landlord
further  covenants that the manufacturer's warranty for the  HVAC
compressors and heat exchangers shall be for a period of at least
five (5) years from the Acceptance Date.

          Landlord  shall remedy, at its sole cost  and  expense,
any  defects due to faulty materials or workmanship and  pay  for
any  damage to other work resulting from such defects and/or  the
remedying thereof, which shall appear within the warranty period.
Neither the foregoing nor any other provision in this Lease,  nor
the  time  limit  of  any warranty, shall  limit  the  Landlord's
liability  for defects or installations resulting from deliberate
or  other  deviations from the plans and specifications  to  less
than  the  legal  limit  of  liability  under  the  law  of   the
jurisdiction where the Demised Premises are located. Tenant shall
give   Landlord  notice  of  observed  defects  with   reasonable
promptness.  Should the Landlord fail to replace  or  remedy  the
defective  work  within  thirty (30) days following  notice  from
Tenant, Tenant shall have the right to make such corrections  and
Landlord  expressly authorizes Tenant to offset the cost  thereof
against future rent payments.

     14.  PERMITS, CERTIFICATES  AND  APPROVALS.  Landlord  shall
obtain, at its sole cost and expense, and deliver to Tenant by the
Completion  Date  a  temporary certificate of  occupancy  or  its
equivalent and all other permits or approvals required by law for
the occupancy of the Demised Premises.

     15.  ACCEPTANCE. Tenant shall  have  accepted  the   Demised
Premises upon (i)  Tenant's exclusive possession of  the  Demised
Premises, and (ii) Improvements  by   Landlord  being    Complete
(excluding punch list items), which shall be determined by Tenant
in Tenant's reasonable  discretion; provided, however, should the
Completion Date fall between September 15 and December 31, Tenant
shall  not be obligated to accept the Demised Premises until  the
succeeding  January  1  (the "Acceptance   Date").  Tenant  shall
provide   Landlord   with  written  notice  ("Tenant   Acceptance
Notice"),  confirming the Acceptance Date, which shall  be  given
within ten (10) business days of Tenant's exclusive possession of
the  Demised  Premises. The rent provided  in  this  Lease  shall
commence  on  that date which is thirty-nine (39) days  from  the
Acceptance Date as confirmed in the Tenant Acceptance Notice (the
"Rent Commencement Date").

         The  Tenant  Acceptance Notice shall  confirm:  (i)  the
Acceptance   Date;  (ii)  the  Rent  Commencement   Date;   (iii)
Liquidated  Damages due from Landlord, if any;  (iv)  anticipated
offsets against rent payments claimed by Tenant, if any; and  (v)
whether  Tenant  will self-insure pursuant to  Subsection  20  B.
Tenant,  by  delivering the Tenant Acceptance  Notice,  does  not
represent  and warrant that the Improvements have been  completed
in  accordance  with the Tenant Final Approved Plans  and  Tenant
expressly reserves its right to make demands of or claims against
Landlord  for  repairs and/or replacements as  provided  in  this
Lease.

     16.  TERM AND RENT.

         A.   Term. The initial term of this Lease shall be for a
period of  fifteen  (15)  Lease  Years  commencing  on  the  Rent
Commencement Date(the "Initial Term") unless sooner terminated as
provided or permitted  herein.  Provided  Tenant  shall not be in
default hereunder, Tenant shall be entitled to extend the term of
this Lease for four (4) successive periods of five (5) Lease Years
each  (each  an  "Extension  Term"),  upon  the  same  terms  and
conditions  as herein set forth, except as to number of  renewals
and  rent.  The  Initial Term together with any  Extension  Term,
properly noticed, shall be referred to as the "Term". Tenant  may
only  extend  this  Lease by giving Landlord  written  notice  as
provided  herein  not less than ninety (90)  days  prior  to  the
expiration  of  the  Initial Term, or of any Extension  Term,  as
applicable.  In the event Tenant does not give notice  exercising
its  right to extend this Lease, Tenant waives its right  to  all
subsequent Extension Terms.


         B.   Rent. The rental during the Term shall be as set out
below. For purposes of this Section, the term "Lease Year"  shall
mean each 12-month period of the  Term  commencing  on  the  Rent
Commencement Date and every anniversary thereof, provided that if
the  Rent Commencement Date is on a date other than the first (11
day  of the month, the first Lease Year shall be extended by  the
number  of clays from the Rent Commencement Date until the  first
(1st) day of the next succeeding month.


           PERIOD               MONTHLY RENT         ANNUAL RENT

   Lease Years 1 through 5       $18,750.00          $225,000.00

   Lease Years 6 through 10      $19,687.50          $236,250.00

   Lease Years 11 through 15     $20,671.92          $248,063.00

   Lease Years 16 through 20     $21,705.50          $260,466.00
    (First Extension Term)

   Lease Years 21 through 25     $22,790.75          $273,489.00
    (Second Extension Term)

   Lease Years 26 through 30     $23,930.25          $287,163.00
    (Third Extension Term)

   Lease Years 31 through 35     $25,126.83          $301,522.00
    (Fourth Extension Term)


          Commencing on the Rent Commencement Date, Tenant  shall
pay  its  rent monthly in advance on or before the first  day  of
each month without offset or demand, except as otherwise provided
herein.  All rent provided for in this Lease shall be  pro  rated
for  any  partial  month at the beginning or  end  of  the  Term.
Tenant's  pro rata rent obligation shall be in the ratio  of  the
number  of days in the partial month for which Tenant has a  rent
obligation  divided  by  the number of  days  in  the  month  and
multiplied by the applicable monthly rent as set out above.

          C.   Rent Payment. Tenant shall make rent checks payable
to  Brad  and  Dad, LLC, Tax ID # 26-0299829, and mail them to the
following address:  2501  Westown  Parkway,  Suite  1203, West Des
Moines, IA 50266, or such other location as may be  designated  by
Landlord in  writing from time to time in accordance with Section
52 of this Lease.  Tenant shall  not be obligated to make  payment
to any person or entity not identified in  this Subsection C  with
out  written  instruction  of Landlord and the party identified in
this Subsection C, if different than Landlord.

          D.  Electronic Fund Transfer. In the event that Landlord's
financial  institution accepts the electronic transfer of  funds,
Tenant  may  make payments of rent and any other sums  which  may
come  due  hereunder by electronic fund transfer. Landlord  shall
complete  all  applications and do all other  things  as  may  be
reasonably required to authorize such electronic fund transfers.

     17.  EXCLUSIVE USE COVENANT. Landlord covenants  and  agrees
not  to  sell,  lease, rent, occupy or allow to be  occupied,  or
otherwise transfer or convey all or any portion of the Restricted
Property,  as  such  term is defined below, for  the  purpose  of
selling  or  offering  for  sale  those  items  which  support  a
farm/ranch/rural/do-it-yourself lifestyle including: (a)  tractor
and  equipment repair and maintenance supplies; (b) farm fencing;
(c)  livestock gates; (d) livestock feeding systems;  (e)  animal
feed  and  health/maintenance  products  for  pets  or  livestock
(including  but  not limited to: dog, cat, bird,  horse,  cattle,
goat, pig, fowl, rabbits, equine and livestock); (f) western wear
and  boots;  (g)  outdoor work wear (similar to and  specifically
including Carhartt products) and boots; (h) horse and rider  tack
and  equipment; (i) bird feed, housing and related products;  (j)
lawn  and  garden  equipment  (including  but  not  limited   to,
push/riding  mowers,  mow-n-vacs,  garden  carts,  snow  blowers,
chippers  and  shredders, wheel barrows, and log splitters);  (k)
hardware; (I) power tools; (m) welders and welding supplies;  (n)
open  and closed trailers; (o) 3-point equipment; and, (p)  truck
and  trailer accessories (including truck tool boxes, and trailer
hitches  and  connections) (the "Restricted  Products").  Nothing
contained  in  this  Lease  shall  prevent  any  tenant  on   the
Restricted  Property  from  selling  Restricted  Products  as  an
incidental  part of its other and principal business so  long  as
the  total  number of square feet devoted by such tenant  to  the
display  for  sale of Restricted Products does  not  exceed  five
percent (5%) of the total number of square feet of space used for
merchandise display by such tenant (including one-half  (1/2)  of
the  aisle  space  adjacent to any display area).  Further,  this
covenant  shall not apply to any business operated by Tenant,  or
any  affiliate  of Tenant. "Restricted Property" shall  mean  any
property  within ten (10) miles of the Demised Premises  that  is
owned,  controlled  or developed by Landlord (or  any  entity  in
which  Landlord, or an equity holder of Landlord, holds an equity
or management interest) for commercial purposes.


          Landlord  acknowledges that in the event of any  breach
of  this  Section  17,  remedies  at  law  would  be  inadequate.
Therefore,  and  in that event, Tenant shall be entitled  to  (i)
continue this Lease on the same terms and conditions that existed
immediately before the violation, except that Tenant's rent shall
be  reduced  by  one-half  (1/2) from  the  commencement  of  the
violation until such violation has ceased, and Landlord expressly
authorizes  such  rent reduction without further  action  by  the
parties;  (ii)  cancel this Lease without further  obligation  or
liability  to  Landlord;  (iii) relief by  injunction;  and  (iv)
remedies  at law, or otherwise, as Tenant may elect in  its  sole
discretion.  Tenant's  rights and  remedies  set  forth  in  this
Section  17  may be exercised in any order and in any combination
whatsoever. No right or remedy herein conferred upon or  reserved
to  Tenant  is  intended to be exclusive of any  other  right  or
remedy,  and each and every right and remedy shall be  cumulative
and  in addition to any other right or remedy given hereunder  or
now or hereafter existing at law or in equity.

       18. LANDLORD'S REPAIRS AND MAINTENANCE. Commencing on  the
Acceptance Date and during the Term, Landlord shall maintain  the
Improvements, at its sole cost and expense, in good condition and
shall perform all necessary maintenance, repair, and replacement:

  (a) to the structure and exterior of the Building, to the
      extent not the responsibility of Tenant under Section 19,
      including but not limited to:

       (i)  the roof, drains, gutters and downspouts such that the
            Building remains weather-tight and storm water is directed away
            from the foundation;

       (ii) the foundation, sub-floors, walls;

  (b) to all outdoor elements of the Demised Premises, to the
      extent not the responsibility of Tenant under Section 19,
      including, but not limited to:

       (I)  the  integrity  of the structure and surface  of  all
            paved areas including sealing and striping (except  for
            the Fenced Outdoor Display Area) such that there are no
            pot  holes or other conditions that may compromise  its
            utility and safety;

       (ii) the base of the Tenant's free standing pylon and/or
            monument sign(s) and the electrical lines servicing
            same;

       (iii) all exterior utility lines and pipes to the point of
             entry to the Building;

       (iv.) all other structural portions of the Demised
             Premises;

  (c) required under Landlord's one-year warranty obligation
      under this Lease;

 (d) covered, or required to be covered, by Landlord's insurance
     obligations under this Lease; and,

  (e) necessitated   due  to  the  negligence  or   intentional
      misconduct  of  Landlord and/or its agents, including  items
      which would be Tenant's responsibility under Section 19  but
      for  such  negligence or intentional misconduct, or  due  to
      Landlord's  failure  to  observe  or  perform  any  of   its
      covenants or obligations under this Lease.

          Landlord has the right and responsibility to enter  the
Demised  Premises  periodically, at any  reasonable  time  during
Tenant's normal business hours and upon reasonable advance notice
to  Tenant, to inspect the condition of the Demised Premises  and
to  perform any maintenance, repairs or replacements required  to
be  performed by Landlord hereunder. Any maintenance, repairs, or
replacements  by Landlord shall be performed so as to  cause  the
least interference possible with Tenant's business operation.  if
Tenant   shall  become  aware  of  any  maintenance,  repair   or
replacement  that  may  be  necessary  and  which  is  Landlord's
obligation  hereunder, Tenant shall notify Landlord  in  writing.
Landlord   shall  complete  any  such  maintenance,   repair   or
replacement within fifteen days of the date of Tenant's notice to
Landlord  (or  sooner  in the event of an  emergency);  provided,
however,  if  any  required  repair, restoration  or  replacement
cannot  be reasonably accomplished within such fifteen  (15)  day
period,  then  Landlord shall commence same within  such  fifteen
(15) day period and diligently pursue same to completion, but  in
no event shall such completion extend beyond sixty (60) days from
Tenant's notice.


       19.  TENANT'S REPAIRS AND MAINTENANCE. Commencing  on  the
Acceptance  Date and during the Term, but subject  to  Landlord's
one-year warranty, Tenant shall be responsible, at its sole  cost
and  expense  (except  as may be caused by a  casualty  or  event
covered  by  insurance carried, or required  to  be  carried,  by
Landlord  under  this Lease) to perform periodic maintenance  and
repair to a reasonable standard consistent with a typical Tractor
Supply store, which shall include:

 (a)  repairing and replacing glass, windows and doors;

 (b)  maintaining the interior of the Building, excluding
      Landlord's obligations under Section 18;

 (c)  replacing lamps and re-painting light poles in the parking
      lot and exterior of the Building;

 (d)  clearing snow and ice from the parking lot, sidewalks and
      drive lanes;

 (e)  landscape  maintenance and repair  (including  irrigation
      systems, however, specifically excluding replacement of  the
      irrigation system except for replacement of sprinkler  heads
      damaged by Tenant's negligence);

 (f)  maintaining and repairing (i) the pavement (including
      resurfacing, if necessary) and (ii) the fence in the Fenced
      Outdoor Display Area;

 (g)  painting of the exterior of the Building, if required in
      Tenant's reasonable discretion;

 (h)  maintaining, repairing and replacing the HVAC, electrical
      and plumbing equipment and systems in the Building, provided
      Tenant shall have no such obligation during the last three (3)
      years of the Term;

 (i)  maintaining, repairing and replacing Tenant's building
      sign(s) and the pole, lamps, box and sign face(s) of Tenant's
      pylon sign; and,

 (j)  repairs or replacements necessitated due to the negligence
      or intentional misconduct of Tenant and/or its agents, including
      items which would be Landlord's responsibility under Section 18
      but for such negligence or intentional misconduct, or due  to
      Tenant's failure to observe or perform any of its covenants or
      obligations under this Lease.

   20. INSURANCE. A, Landlord's Insurance

        (i)  Commercial General Liability Insurance. Landlord shall carry
   and maintain, at its sole cost and expense, commercial general
   liability insurance on an occurrence form, including contractual
   liability,  personal and bodily injury, and  properly  damage
   insurance, on the Demised Premises, with a combined single limit
   in an amount sufficient to protect Landlord and Tenant, but in no
   event will such insurance be in an amount less than a combined
   single limit of $2,000,000 per occurrence and an aggregate limit
   of $5,000,000. Tenant shall be named as an additional insured
   under Landlord's insurance subject to the provisions of  this
   Lease.  Landlord shall provide Tenant with a  certificate  of
   insurance  evidencing such coverage prior to the Construction
   Commencement  Date and as a condition precedent  to  Tenant's
   obligation to commence rent payments, and thereafter, no less
   than  thirty  (30)  days prior to each  policy's  expiration.
   Landlord's insurance shall contain a clause stating that there
   shall be no reduction, cancellation, or non-renewal of coverage
   without giving Tenant thirty (30) days prior written notice. Such
   insurance shall also be endorsed to provide that the insurance
   shall be primary to and not contributory to any similar insurance
   carried  by  Tenant and which relate to Landlord's negligence
   and/or obligations hereunder, and shall contain a severability of
   interest clause. All Landlord insurers shall have an A.M. Best
   rating of at least A- VIII.


        (ii) Property Insurance. Landlord shall carry at its sole cost
   and  expense  property insurance insuring  the  Building  and
   Improvements, including any structural alterations (including any
   equipment installed by Tenant and affixed to the Building) made
   by Tenant pursuant to Section 33 for perils covered by the causes
   of loss - special form (all risk) including building ordinance
   coverage, and in addition, if applicable flood (for zones A and V
   only), and boiler and machinery coverage(s). Such insurance shall
   be written on a replacement cost basis with an agreed value
     equal  to  the  full  insurable  replacement  value  of  the
     foregoing. All such policies shall name Landlord and  Tenant
     as  loss  payees,  as their interests may  appear.  Landlord
     shall   provide  Tenant  with  a  certificate  of  insurance
     evidencing such coverage prior to the Acceptance Date and as
     a  condition  precedent to Tenant's obligation  to  commence
     rent payments, and thereafter, no less than thirty (30) days
     prior to each policy's expiration.


     B.   Tenant's Insurance. At all times Tenant occupies the Demised
Premises, Tenant shall, at its sole cost and expense, and subject
to the terms of this Lease, carry and maintain commercial general
liability  insurance, including contractual  liability,  personal
and  bodily injury, and property damage insurance, on the Demised
Premises,  with  a  combined  single  limit  of  not  less   than
$2,000,000   per  occurrence  and  an  aggregate  of  $5,000,000.
Landlord  shall be named as an additional insured under  Tenant's
insurance,  subject  to  the  provisions  of  this  Lease.   Such
insurance  shall also be endorsed to provide that  the  insurance
shall be primary to and not contributory to any similar insurance
carried  by  Landlord  and which relate  to  Tenant's  negligence
and/or obligations hereunder, and shall contain a severability of
interest  clause. Upon seven (7) days prior written request  from
Landlord,  Tenant  shall provide Landlord with a  certificate  of
insurance  as evidence of such coverage. Tenant may  provide  the
insurance herein required in any blanket policy or policies which
it carries. All Tenant insurers shall have an A.M. Best rating of
at  least  A-  VIII.  Provided Tenant  maintains  a  consolidated
tangible  net  worth  of  at  least  $100,000,000  determined  in
accordance   with   generally  accepted   accounting   principles
("GAAP"),  Tenant may self-insure its required insurance.  Tenant
shall  name  as  an  additional  insured  and  provide  proof  of
insurance  to Landlord's mortgagee only upon receipt  of  written
notice,  provided in accordance with Section 52,  of  mortgagee's
name and address.

     C.    Mutual Waiver of Subrogation. Each party to the extent
possible  shall  obtain, for each policy of  property  insurance,
provisions permitting waiver of any claim against the other party
for loss or damage within the scope of the insurance.

     21.  WAIVER OF CLAIMS. A. Landlord's Waiver. Landlord and all
parties  claiming  under Landlord waive,  release  and  discharge
Tenant from all rights of recovery, causes of action, claims  and
liabilities arising from or caused by or resulting from  fire  or
other  casualty or hazard to the extent covered by  insurance  or
could be covered by a "special form-all risk" policy available on
the  Demised  Premises, and waive any right of subrogation  which
might  otherwise  exist  in or accrue to any  person  on  account
thereof. The foregoing waiver shall apply regardless of the cause
or  origin  of  the  claim, including but  not  limited  to,  the
negligence  of Tenant or Tenant's agents, officers, employees  or
contractors.

     B.  Tenant's  Waiver. Tenant and all parties claiming  under
Tenant  waive, release and discharge Landlord from all rights  of
recovery,  causes of action, claims and liabilities arising  from
or  caused by or resulting from fire or other casualty or  hazard
to  the extent covered by insurance or which could be covered  by
insurance available for Tenant Properly, and waive any  right  of
subrogation  which  might otherwise exist in  or  accrue  to  any
person  on  account  thereof. The foregoing  waiver  shall  apply
regardless of the cause or origin of the claim, including but not
limited  to,  the  negligence of Landlord or  Landlord's  agents,
officers, employees or contractors.

     22.  INDEMNIFICATION. A. Tenant Indemnification. Subject  to
Subsection 21 A, Tenant shall defend, indemnify and save harmless
Landlord  and  its directors, officers, partners,  employees  and
agents  ("Landlord Indemnitees") from all claims, costs, damages,
judgments,  expenses,  fines, liabilities and  losses  (including
reasonable attorneys' fees, paralegal fees, expert witness  fees,
consultant fees, and other costs of defense) arising from or as a
result  of  (i)  any accident, injury, including death,  loss  or
damage  of  any kind whatsoever caused to any person  or  to  the
property  of  any  person as shall occur on the Demised  Premises
commencing on the Acceptance Date and during the Term  caused  by
the negligence or misconduct of Tenant, its agents, employees  or
contractors, or (ii) Tenant's failure to perform its  obligations
under  this  Lease. The indemnities provided herein are  ones  of
first  defense  and payment, not of reimbursement or  surety  and
shall  in  no  way  be limited by or to the amount  of  insurance
carried, or required to be carried, by the Tenant. The obligations
of this Subsection 22 A shall survive expiration or termination of
this Lease.

          B.  Landlord Indemnification. Subject to Subsection  21
B,  Landlord  shall  defend, indemnify and save  harmless  Tenant
Indemnitees from all claims, costs, damages, judgments, expenses,
fines,  liabilities  and losses (including reasonable  attorneys'
fees,  paralegal fees, expert witness fees, consultant fees,  and
other  costs of defense) arising from or as a result of  (1)  any
accident,  injury, including death, loss or damage  of  any  kind
whatsoever caused to any person or to the property of any  person
as  shall  occur  on  the  Demised  Premises  commencing  on  the
Acceptance  Date and during the Term caused by the negligence  or
misconduct of Landlord, its agents, employees or contractors,  or
(ii)  Landlord's  failure to perform its obligations  under  this
Lease.  The indemnities provided herein are ones of first defense
and  payment, not of reimbursement or surety and shall in no  way
be  limited by or to the amount of insurance carried, or required
to   be  carried,  by  the  Landlord.  The  obligations  of  this
Subsection 22 B shall survive expiration or termination  of  this
Lease.

     23.  ENTRANCES. Tenant shall have unrestricted use and access
to all entrances, loading docks, passways, and delivery lanes to the
Demised  Premises and easements adjacent thereto. Landlord  shall
not  permit  or  allow any changes to easements,  the  entrances,
passways,  curb  cuts  and delivery lanes on  or  benefiting  the
Demised Premises without the prior written consent of Tenant.

     24.  UTILITIES. Tenant shall have the right to select its utility
service providers, and shall pay for all utilities used by it  in
the  Demised  Premises  during the Term of this  Lease.  Landlord
shall  provide any easements or licenses required by any  utility
providers  for which Tenant seeks services for the  operation  of
its  business, including internet or telecommunication  services,
within fifteen (15) days after Tenant's request.

     25.  TAXES AND ASSESSMENTS. Tenant shall pay or discharge all
real estate, ad valorem and special assessments (collectively the
"Taxes") lawfully imposed against the Demised Premises when  due,
subject  to  Section  26  of this Lease.  Tenant  shall  have  no
obligation  to  pay, or liability for, any franchise,  corporate,
estate,  inheritance, succession, transfer, net income,  AMT,  or
excess  profits  taxes or other similar taxes, whether  currently
existing or imposed during the Term of this Lease. Tenant  agrees
to  furnish  to  Landlord within thirty (30) days  after  written
request  therefor evidence of payment of all Taxes. In the  event
that  any  Taxes become due and payable during the Term  and  may
legally  be  paid in installments, Tenant may pay  the  Taxes  in
installments.  In  such event, Tenant shall be  liable  only  for
those  installments which become due and payable during the Term.
Taxes shall be prorated at the beginning and the end of the Term.
Any rollback taxes that may be or become due as the result of any
assessment  based  on  a change in land use shall  be  Landlord's
obligation.


     26.  PERMITTED CONTESTS. Landlord  agrees  that Tenant shall
not be required  to  (i)  pay any real estate or ad valorem taxes
and assessments; (ii) comply with any statute, law, rule,  order,
regulation  or  ordinance; (iii) discharge or  remove  any  lien,
encumbrance or charge; (iv) obtain any waivers or settlements  or
make  any  changes  to  take  any  action  with  respect  to  any
encroachment, hindrance, obstruction, violation or impairment  so
long  as  Tenant shall contest, in good faith and at its expense,
the existence, the amount or the validity thereof, the amount  of
the damages caused thereby, the extent of its liability therefor,
or  the  legal compliance obligation, by appropriate  proceedings
during  the  pendency  of  which  there  is  prevented  (A)   the
collection  of,  or other realization upon, the tax,  assessment,
levy,  fee,  rent  or charge or lien, encumbrance  or  charge  so
contested;  (B)  the  sale, forfeiture or  loss  of  the  Demised
Premises, or any part thereof; (C) any interference with the  use
or occupancy of the Demised Premises or any part thereof; and (D)
any  interference  with  the payment  of  rent,  or  any  portion
thereof.  While any such proceedings are pending, Landlord  shall
not  have the right to pay, remove or cause to be discharged  the
tax,  assessment, levy, fee, lien, encumbrance or charge  thereby
being  contested.  Tenant further agrees that each  such  contest
shall  be promptly prosecuted to a final conclusion. Tenant shall
pay,  indemnify and save Landlord harmless against, any  and  all
losses,   judgments,  decrees  and  costs  (including  reasonable
attorneys'  fees and costs) in connection with any  such  contest
and  shall,  promptly after the final settlement,  compromise  or
determination  of  such  contest, fully  pay  and  discharge  the
amounts which shall be levied, assessed,  charged  or  imposed or
be determined to be  payable therein  or in connection therewith,
together with all penalties, fines,  interest, costs and expenses
thereof  or  in  connection therewith,  and perform all acts, the
performance of which  shall be ordered or  decreed  as  a  result
thereof. Nothing contained in this Section  shall be construed to
require  Tenant  to  pay  or  discharge  any lien, encumbrance or
other charge created  by  any act  or  failure to act of Landlord
or the payment  of  which  by Tenant is not otherwise required to
make under this Lease.

     27.  ASSIGNMENT AND SUBLETTING. Tenant may sublet or assign the
Demised  Premises  at any time when the use by the  subtenant  or
assignee  shall not be in violation of any Permitted Encumbrance.
Tenant  shall  notify Landlord with the name of the subtenant  or
assignee   within  fifteen  (15)  days  of  any   subletting   or
assignment.  Following  any subletting or assignment  the  Tenant
shall  not  be  relieved from any of the terms and conditions  of
this  Lease,  and  shall  remain  primarily  liable.  After  such
subletting  or assignment, the word Tenant as used  herein  shall
include any such subtenant or assignee.

     28.  SIGNS. Landlord hereby approves Tenant's standard signs
consisting  of  a store front sign over the primary  entrance  to
store  and a free standing pylon sign, as described and  depicted
in  Exhibit "E" ("Tenant's Standard Signs"). Landlord and  Tenant
agree that Tenant's Standard Signs shall be limited in size  only
by Tenant's discretion and applicable Laws, which may include any
lawful  variance granted. If Tenant chooses to seek  a  variance,
Landlord  agrees  to  cooperate  with  Tenant  in  securing  such
variance(s), including but not limited to signing any application
and/or appearing at any hearing or before any board or commission
as  may  be  required. Landlord further agrees that Tenant  shall
have the right, commencing on the Acceptance Date and during  the
Term,  to install such other signs, in a size and location to  be
determined  by Tenant, so long as such additional  signs  are  in
accordance  with applicable Laws. Tenant shall be responsible  to
obtain,  at solely its cost and expense, any permit required  for
the installation of Tenant's signs.

     29.  CONDITION OF PREMISES; COMPLIANCE WITH LAWS.

    A.   Tenant's Compliance. Tenant shall comply in all material
respects  with  all  Laws, as such term  is  defined  below,  (i)
regarding  the  physical conditions of the Demised Premises,  but
only  to the extent the Laws pertain to the particular manner  in
which  Tenant  uses the Demised Premises; or  (ii)  that  do  not
relate  to  the  physical condition of the Demised  Premises  but
related to the lawful use of the Demised Premises and with  which
only  the  occupant  can comply, such as laws  governing  maximum
occupancy,  workplace  smoking, and illegal business  operations;
the obligation to comply in every other case is expressly assumed
by  Landlord. Notwithstanding anything to the contrary set  forth
in  this Lease, Tenant shall not be required to construct or  pay
the  cost  of  complying  with  any requirements  resulting  from
encumbrances  to Landlord's title, underwriters' requirements  or
Laws  requiring  construction  of  improvements  in  the  Demised
Premises  which are properly capitalized under general accounting
principles, unless such compliance is necessitated solely because
of Tenant's particular use of the Demised Premises.

    The  term  "Laws" shall mean all lows, statutes, governmental
ordinances, rules and regulations and orders with respect to  the
use  and  occupancy  of the Demised Premises  of  any  municipal,
county,  state, federal, or other government agency or  authority
have  jurisdiction over the parties to this Lease or the  Demised
Premises, or both, in effect either at the Effective Date of this
Lease or any time during the Term.

    B.   Landlord's Compliance. Landlord represents and warrants that
as  of the Acceptance Date, the Demised Premises shall conform to
all   requirements  of  encumbrances  to  Landlord's  title,  all
underwriters'  requirements,  and all  Laws  applicable  thereto,
including  but  not  limited to compliance  with  the  applicable
provisions of the Americans with Disabilities Act of 1990 ("ADA")
(Pub.  L  101-36),  and  the  ADA  Accessibility  Guidelines  for
Buildings  and  Facilities as issued  and  amended  by  the  U.S.
Architectural  and Transportation Barriers Compliance  Board  (56
F.R.   35455  et.  seq.).  Except  as  is  specifically  Tenant's
responsibility  under Subsection 29 A, Landlord shall  comply  in
all  material  respects  with all Laws,  regarding  the  physical
conditions of the Demised Premises.

                                         12
     30.  ENVIRONMENTAL CONDITIONS.

     A.   Landlord's Obligations.

          (i)  All Appropriate Inquiry. Landlord, at its sole cost and
     expense, shall provide Tenant, within thirty (30) days after the
     Effective Date, a Phase I Environmental Site Assessment prepared
     in accordance with ASTM Standards E-1527-05 or equivalent due
     diligence requirement of either the state or federal law (the
     "Assessment"). The Assessment shall contain a review of the chain
     of title from the earlier of (a) the date the Land was first
     developed or (b) forty (40) years. The Assessment shall also
     contain an express provision that the Assessment is made in favor
     of Tenant and that Tenant may rely on the Assessment to the same
     extent as the Landlord. In the event the Assessment identifies
     recognized  environmental conditions, business environmental
     risks, or de minimis conditions (as those terms are defined in
     the ASTM standard), Tenant may either require Landlord to resolve
     the identified issues to Tenant's reasonable satisfaction, or
     terminate this Lease within sixty (60) days thereafter without
     obligation or liability to Landlord.

          (ii) Fair Market Value. Landlord represents and warrants to
     Tenant that Landlord either acquired title or will acquire title
     to the Land for fair market value, or if Landlord acquired title
     or  will acquire title to the Land for less than fair market
     value,  the  reduction in consideration was not  due  to  an
     environmental impairment to value of the Land.

     B.   Landlord's  Representations  and  Warranties.  Landlord
represents and warrants that to the best of Landlord's knowledge,
any use, storage, treatment, disposal, handling or transportation
of Hazardous Materials (as defined below) which has occurred upon
the  Demised  Premises prior to the Acceptance Date has  been  in
compliance  with  all applicable federal, state and  local  laws,
regulations  and ordinances now in effect. Landlord  additionally
represents and warrants that to the best of Landlord's  knowledge
no  release,  leak,  discharge, spill, disposal  or  emission  of
Hazardous  Materials  has  occurred upon  or  under  the  Demised
Premises.  Landlord covenants that the Demised Premises  will  be
free of Hazardous Materials as of the Acceptance Date.

     C.  Landlord's  Indemnification. In addition  to  any  other
rights and remedies that Tenant may have at law or in equity  and
notwithstanding the limitation of Landlord's representations  and
warranties in Subsection 30 B, Landlord shall, at its  sole  cost
and  expense,  to  indemnify, defend and hold Tenant  Indemnitees
harmless  against  and from any and oil liens,  damages,  losses,
liabilities,   obligations,   settlement   payments,   penalties,
assessments, citations, directives, claims, litigation,  demands,
defenses,   judgments,  suits,  proceedings  (administrative   or
otherwise), costs, disbursements or expenses of any  kind  or  of
any  nature whatsoever (including, without limitation, reasonable
attorneys' fees, consultants', and experts' fees and expenses and
disbursements  incurred  in  investigating,  defending   against,
settling  or  prosecuting  any claim, litigation  or  proceeding)
which may at any time be imposed upon, incurred by or asserted or
awarded  against  any  of  the  Tenant  Indemnitees  and  arising
directly  or  indirectly under or on account of any Environmental
Condition  (as  such  term  is  defined  below)  of  the  Demised
Premises, regardless of whether such Environmental Condition  was
disclosed   in  the  Assessment  or  whether  such  Environmental
Condition  arose  prior or subsequent to the  execution  of  this
Lease;  provided however, that Landlord shall have no  obligation
to  indemnify  Tenant  Indemnitees for any  Tenant  Environmental
Indemnification Items (as defined below). Landlord's  obligations
under   this   Subsection  30  C  shall  survive  expiration   or
termination of this Lease.


     D.  Tenant's  Obligation.  Tenant covenants  that  it  shall
comply  in all material respects with Environmental Laws  in  the
operation of its business. Further, from and after the Acceptance
Date,  Tenant  shall  indemnify  and  hold  Landlord  Indemnitees
harmless  from  and against all claims, damages,  losses,  costs,
expenses,  actions and liabilities arising out of the  treatment,
storage,   disposal  or  the  arranging  therefor  of   Hazardous
Materials or Hazardous Substances generated or used by Tenant  on
the   Demised  Premises  in  violation  of  Environmental   Laws,
including, without limitation, claims or natural resource damage,
personal  injury, property damage or response or  remedial  costs
("Tenant Environmental Indemnification Items"). Tenant's obligation
under this Subsection 30 D shall survive expiration or termination
of this Lease.

     E. Definitions. For purposes of this Lease, the following
     defined terms shall apply:

          (i)  "Environmental Laws" shall mean any federal, state or local
     law, statute, regulation, rule or ordinance or any judicial or
     administrative decree or decision, whether now  existing  or
     hereafter enacted, promulgated or issued, with respect to air,
     water or soil including without limitation Hazardous Materials,
     Hazardous Substances, drinking water, groundwater, wetlands,
     landfills, open dumps, storage tanks, underground storage tanks,
     solid waste, waste water, storm water runoff, air emissions or
     wells.

          (ii) "Hazardous Materials" and "Hazardous Substances" shall mean
     each and every element, compound, chemical mixture, contaminant,
     pollutant, material, waste or other substance which is defined,
     determined or identified as hazardous, toxic or presenting a risk
     to human health or the environment under any Environmental Laws,
     including but not limited to petroleum or petroleum products and
     by-products, asbestos-containing materials, and PCBs.

          (iii)     "Environmental Condition" shall mean the presence in,
     on or under the Demised Premises of any Hazardous Materials or
     Hazardous  Substances,  whether  or  not  in  violation   of
     Environmental Laws.

     31.  SATELLITE SYSTEM. Tenant may install at or on the Building a
satellite    communications   antenna   and   related   equipment
(collectively, "Satellite Equipment"), which shall become part of
Tenant   Property.  If  Tenant  shall  install   such   Satellite
Equipment,  Tenant shall do so at its own cost  and  expense,  in
accordance   with  Laws,  and  shall  be  responsible   for   the
maintenance and repair thereof. Tenant agrees that its  equipment
shall  not  penetrate the roof during installation or  subsequent
equipment  maintenance.  Landlord shall cooperate  and  take  all
reasonable  steps necessary for the timely approval  of  Tenant's
Satellite Equipment installation plan.

     32.  DAMAGE TO DEMISED PREMISES. If all or any portion of the
Demised Premises shall be condemned by lawful authority as unsafe
or unfit for use, or if they become partially or wholly destroyed
or  damaged  by  fire or other casualty such as  to  render  them
untenantable,  Tenant  shall promptly notify  Landlord.  Landlord
shall  apply all insurance proceeds and other funds as  necessary
to  rebuild,  replace  and repair, at Landlord's  sole  cost  and
expense,  all  damage or destruction to the Demised  Premises  in
good faith, and with promptness and diligence. Landlord shall act
to  restore the Demised Premises to the same condition, as nearly
as  possible, as existed prior to such casualty. During any  such
reconstruction period the Lease shall be continued but  the  rent
shall  be  abated  during the period of time  while  the  Demised
Premises  cannot  be  occupied. Tenant's  rent  obligation  shall
resume  (i) sixty (60) days after Landlord completes all  repairs
and exclusive possession of the Demised Premises is delivered  to
Tenant  or (ii) the date on which Tenant reopens its business  to
the public, whichever first occurs.


    Regardless of circumstances, Landlord shall complete all such
work  within  one hundred eighty (180) days of the  casualty.  If
Landlord  fails or if, within thirty (30) days after the casualty
Tenant  forms the good faith belief that Landlord will be  unable
to  complete its work and redeliver exclusive possession  of  the
Demised Premises to Tenant in the required condition within  such
one  hundred  eighty (180) day period, Tenant may terminate  this
Lease without further liability or obligation to Landlord. Should
the  Demised Premises be damaged but remain tenantable,  Landlord
shall  immediately  repair the damage,  and  there  shall  be  an
equitable  abatement  of  rent during the  period  of  repair  or
restoration. If casualty occurs during the last twelve months  of
the  Initial  Term or any Extension Term, Landlord may  elect  to
terminate  the  Lease  upon thirty (30) days  written  notice  to
Tenant; provided, however, if Tenant elects, by providing written
notice  to Landlord within such thirty (30) day period, to extend
the  Term pursuant to the terms of this Lease, Landlord shall  be
required to complete the repairs as provided in this Section 32.
       33.  ALTERATIONS. Tenant agrees not to make any structural
alterations  or additions to the Demised Premises  without  first
obtaining the Landlord's written consent, which consent shall not
be unreasonably withheld. Tenant may however, make non-structural
alterations  to  the Demised Premises, which  shall  include  the
right to install Tenant's shelving and displays.

       34.  MECHANICS  LIENS. Neither Landlord nor  Tenant  shall
allow  any  mechanics  liens filed against the  Demised  Premises
arising from work performed, or materials supplied to the Demised
Premises  by either party or their respective agents,  employees,
contractors,  subcontractors  or  materialmen.  In  the  event  a
mechanic's  lien is filed, Landlord shall, within  the  statutory
time frame (and Tenant shall within thirty days after receipt  of
Landlord's notice of the existence of a mechanic's lien caused by
Tenant  or  Tenant's agent) discharge or, where allowed  by  law,
bond over such lien.

     35.  CONDEMNATION.

          A.   Complete Taking. In the event the entire Demised Premises
are  taken in Condemnation Proceedings, Tenant may terminate this
Lease  upon written notice without further liability to  Landlord
and Landlord shall refund any unearned rent to Tenant.

          B.   Partial Taking. In the event any part of the Demised
Premises,  including  all or part of rights-of-way  adjoining  or
approaches  to  the Demised Premises, are taken  in  Condemnation
Proceedings so that in the reasonable business judgment of Tenant
the  Demised  Premises  remaining  would  be  unsatisfactory  for
Tenant's business operation, Tenant may terminate this Lease upon
written  notice  without further liability  to  Landlord.  Should
Tenant  elect to retain that portion of the Demised Premises  not
taken, Landlord shall promptly and with due diligence restore the
remaining  Demised  Premises to as close to  their  condition  as
existed  prior  to the taking as is feasible. During  the  period
commencing on the date Tenant relinquishes possession and  ending
upon Landlord's restoration, and during the remainder of the Term
following Landlord's restoration, rent shall be reduced for  each
period  accordingly, in proportion to (i) the amount of Land  and
building  area lost, or (ii) if Tenant shall elect, in proportion
to the effect of the loss of such area on Tenant's business.

          C.   Condemnation  Proceedings  and  Compensation.  For
purposes of this  Lease,  the term "Condemnation Proceedings"
shall  mean  a governmental  taking of  all  or any part  of  the
Demised  Premises, and shall include conveyances and  grants made
in anticipation of or in lieu of Condemnation Proceedings. Tenant
may  participate in any proceeding pertaining to condemnation  of
the Demised Premises whether  or   not Tenant elects to terminate
this Lease.  Landlord and  Tenant  shall  each  be  entitled   to
compensation  for  their respective  interests even  if  a single
award for all  damages  is given by the condemning authority.

      36. TENANT'S DEFAULT. If Tenant defaults in the performance
of any obligation under this Lease, Landlord shall give notice to
Tenant  specifying  the nature of the default.  (i)  Non-Monetary
Defaults.  If  Tenant  does not, within thirty  (30)  days  after
receipt of the notice, cure the default, or, if the default is of
a  nature  that it cannot reasonably be cured within a period  of
thirty  (30)  days, and Tenant does not commence the cure  within
the thirty (30) day period and proceed thereafter with reasonable
diligence  and in good faith to cure the default, then after  the
expiration of the thirty (30) day period Landlord shall have  the
right  to  pursue its legal and equitable remedies. (ii) Monetary
Defaults.  If  Tenant does not, within fifteen  (15)  days  after
receipt  of the notice, cure a default in the payment of rent  or
other charges properly due to Landlord, then after the expiration
of  the  fifteen  (15) day period Landlord shall  give  a  second
notice  to Tenant, and if Tenant does not, within five  (5)  days
after  receipt of the second notice, cure the default, then after
the  expiration of the second five (5) day period Landlord  shall
have the right to pursue its legal and equitable remedies.


        37.  LANDLORDS  DEFAULT.  If  Landlord  defaults  in  the
performance of any obligation under this Lease, Tenant shall give
notice  to  Landlord  specifying the nature of  the  default.  If
Landlord's default shall continue for more than thirty (30)  days
after receipt of the notice, Tenant may (i) pursue its legal and
equitable remedies, and/or (ii) cure the default (without  notice
if in Tenant's reasonable judgment an emergency shall exist), and
Landlord shall pay to Tenant upon demand the cost thereof  within
ten  (10) days. If Landlord does not make such payments to Tenant
within  ten  (10)  days, Tenant may offset the  amount  due  from
Landlord  against  any payments for rent or  other  payments  due
Landlord, if any. Any such offset shall not constitute a  default
by  Tenant  unless Tenant shall fail to pay the  amount  of  such
offset  to  Landlord  within  thirty  (30)  days  after  a  final
adjudication  by  a  court of competent  jurisdiction  that  such
amount  is  owing to Landlord. Except when in Tenant's reasonable
judgment  an emergency shall exist, Tenant shall not commence  to
cure  any default of a nature that could not reasonably be  cured
within a period of thirty (30) days, provided Landlord shall have
commenced to cure the default within the cure period and so  long
as  Landlord proceeds with reasonable diligence and in good faith
to cure the default.

     38.  USE AND QUIET POSSESSION. A. Use. Except  with  respect
to the Prohibited Uses (hereinafter defined) and to   the  extent
prohibited  by  the Permitted Encumbrances, Tenant  may  use  the
Demised  Premises  for any lawful purpose. The "Prohibited  Uses"
shall  mean  use  of  any part of the Demised  Premises  for  (i)
livestock  slaughter  or  feeding, (ii) fireworks  or  explosives
storage,  distribution or manufacture, (iii) any use which  would
require  a  license from the Nuclear Regulatory Commission,  (iv)
biological  or  hazardous waste incineration, (v) scrap  material
accumulation, storage or sales, (vi) smelting, (vii) a  rendering
plant,   (viii)   the  principal  use  being   the   manufacture,
distribution,  storage, treatment, incineration  or  disposal  of
chemicals, petroleum products, solvents, hazardous waste or other
Hazardous  Materials,  (ix) a cement  or  asphalt  plant,  (x)  a
crematorium,  (xi)  a  dry  cleaning  plant  or  central  laundry
facility   or   (xii)  the  manufacture,  storage,  distribution,
production,  sale of or any use involving pornographic  materials
or  items, or (xiii) any establishment featuring nude, topless or
partially-clad dancing.

    B.  QUIET  POSSESSION. Subject to the Permitted Encumbrances,
Landlord  covenants  that it will put Tenant  into  complete  and
exclusive  possession  of  the Demised Premises,  free  from  all
orders,  restrictions and notices of any public  or  quasi-public
authority,  and that if Tenant shall pay the rental  and  perform
all the covenants and provisions of this Lease to be performed by
Tenant,  the Tenant shall, commencing on the Acceptance Date  and
during  the Term, freely, peaceably and quietly occupy and  enjoy
the  full  possession of the Demised Premises, and the  tenements
and   appurtenances  thereto  belonging,  and  the   rights   and
privileges  granted  without  hindrance.  In  addition,  Landlord
agrees  to indemnify, defend, and hold Tenant harmless  from  any
and  all claims seeking to prevent Tenant from quiet and complete
possession  of  the Demised Premises. If at any  time  after  the
Effective Date the title of the Landlord shall fail, then  Tenant
shall, in addition to all remedies available at law or in equity,
have the right on Landlord's behalf and at Landlord's expense  to
correct  any  default  and offset such amount  against  rent,  or
terminate this Lease.

     39.  TENANT'S BUSINESS OPERATION. Landlord and Tenant agree that
nothing in this Lease shall be construed to imply that Tenant  is
required to conduct its business in any particular manner or  for
any  specified number of hours per day or week, or to  limit  the
number  of hours per day or week that Tenant may operate  in  the
Demised   Premises,  or  as  creating  an  implied  or  expressed
obligation  upon  Tenant  to continuously  occupy  or  operate  a
business in the Demised Premises.

     40.  RIGHT OF FIRST REFUSAL. Landlord hereby grants to Tenant the
right  to purchase all or any portion of the Demised Premises  as
follows (the "Right of First Refusal"): If Landlord should at any
time  after  the  Effective Date receive a  bona  fide  offer  to
purchase all or any portion of the Demised Premises (the "Offer")
from  a  third party and Landlord desires to accept  such  offer,
Landlord   shall  deliver  to  Tenant  a  written   notice   (the
"Acquisition  Notice")  together  with  a  copy  of  such  Offer.
Notwithstanding  anything  to  the  contrary  contained  in  this
Section, Tenant hereby waives its Right of First Refusal  to  the
purchase of the Demised Premises by AEI Fund Management, Inc., or
its  affiliates, only if such purchase is made within thirty (30)
days following the Effective Date.

    Tenant  shall  have  thirty (30) days  from  receipt  of  the
Acquisition  Notice  to  exercise  Right  of  First  Refusal   by
delivering written notice of such exercise to Landlord.  Delivery
of  such  written  notice shall obligate Tenant to  purchase  the
Demised Premises on the date which is the later of (i) sixty (60)
days after receipt of  the  Acquisition Notice and (ii) the  date
required under the Offer, which purchase shall be subject to  the
same terms and conditions set forth in the Offer. If Tenant elects
(or is required under the Offer) to purchase the Demised Premises
subject to the lien of a deed of trust or mortgage, Tenant  shall
be  obligated to comply with the provisions of the deed of  trust
or mortgage. In the event Tenant elects to not exercise its Right
of  First  Refusal or fails to deliver notice within  the  thirty
(30)  day period, Tenant shall be deemed to have waived its Right
of  First  Refusal as to the transaction described in the  Offer,
but  not further or otherwise. Landlord may thereupon proceed  to
sell the Demised Premises on the terms and conditions and to  the
party  specified  in  the Offer, and in  the  event  the  Demised
Premises  are  sold  pursuant to the Offer, the  Right  of  First
Refusal shall be applicable to any future sales and binding  upon
all  future  purchasers, and this Lease and the  Right  of  First
Refusal   shall   remain  in  full  force   and   effect.   Minor
modifications may be made in the Offer without the  necessity  of
resubmitting  the  offer to Tenant, provided  that  the  purchase
price  is  not  reduced, the payment terms are not  changed,  the
proposed buyer is the same and provided that the closing date  is
not  extended for a period in excess of one hundred eighty  (180)
days.  Notwithstanding anything in the forgoing to the  contrary,
in  the  event  Tenant exercises its Right of First Refusal,  the
deed from Landlord to Tenant shall contain a provision sufficient
to  defeat any Doctrine of Merger with respect Landlord's (i) use
limitation  and restrictions benefiting Tenant under  the  Lease,
(ii)   representations  and  warranties,  (iii)   indemnification
obligations, and (iv) construction obligations, under the  Lease,
it being understood and agreed that items (i) - (iv) are intended
to  survive  any  such  sale  or  delivery  of  deed  and  remain
enforceable obligations of Tenant, fully binding upon Landlord.


    41.  SURRENDER OF DEMISED PREMISES. Upon the expiration of this
Lease  and  all renewal periods, Tenant shall peaceably surrender
the  Demised Premises to Landlord in the same condition in  which
they  were  received  from Landlord at the commencement  of  this
Lease,  except: (i) as altered as permitted or required  by  this
Lease; (ii) for repairs, replacements and maintenance required to
be  performed by Landlord; (iii) for items covered by  Landlord's
insurance;  and  (iv)  except for ordinary wear  and  tear.  This
Section  shall not apply to cancellation or termination  of  this
Lease  pursuant  to  Section 32, DAMAGE TO DEMISED  PREMISES,  or
pursuant  to  Section 35, CONDEMNATION, pursuant to which  Tenant
shall  have no obligation or liability to Landlord. Tenant  shall
remove its property from the Demised Premises within a reasonable
time after the Lease expiration (not to exceed thirty (30) days),
without additional rent obligation.

    42.   RIGHT TO AUDIT. Landlord and Tenant agree to keep their
financial  records related to this Lease in accordance with  GAAP
on  a  consistently applied basis. Within one  (1)  year  of  the
issuance of any statement under this Lease, the parties or  their
authorized  representatives may, at  any  reasonable  time,  upon
seven  (7) days prior written notice to the other, have the right
to  audit  the  other party's business records  relating  to  any
statement issued by one party to the other for the period covered
by   the   statement.  In  the  event  the  audit  discloses   an
underpayment or over-billing of more than two percent  (2%),  the
party  conducting the audit shall be reimbursed for the  cost  of
the  audit  by  the  audited party. In addition,  the  amount  of
underpayment or over-billing disclosed by an audit shall be  paid
by the audited party to the auditing party regardless of amount.

    43.  LANDLORD'S CONSENTS AND APPROVALS. Whenever it is stated
in this  Lease that Landlord's consent or  approval  is  required,
Landlord  agrees  that  such consent  or  approval  will  not  be
unreasonably  withheld,  conditioned  or  delayed.  If,  in   any
instance,  Landlord  refuses to grant its  consent  or  approval,
Landlord  agrees to simultaneously give Tenant written notice  of
the reason(s) for such refusal. If Landlord's consent or approval
is  not  given  or  refused within ten (10) days  after  Tenant's
written  request  therefore, such consent or  approval  shall  be
deemed automatically granted.

    44.  ATTORNEYS' FEES. If either party commences an action against
the  other party arising out of or in connection with this Lease,
the  prevailing party shall be entitled to have and recover  from
the  losing party reasonable attorneys' fees and costs  of  suit,
including, but not limited to, fees and costs of appeal.

    45.  MEMORANDUM OF LEASE. Except in the States of Hawaii and
Maryland, Landlord shall record the Memorandum of Lease executed
contemporaneously with this Lease upon the earlier of the
following to occur: (i) date of Landlord's acquiring title to the
Shopping  Center, or (ii) such date as is necessary  to  preserve
the  priority  of  Tenant's leasehold  interest  in  the  Demised
Premises   over  any  mechanic's  or  materialman's   lien.   The
Memorandum of Lease shall disclose the description of the Demised
Premises,  the Initial Term, the Prohibited Uses, the  number  of
Extension Terms, the hold over provision, Tenant's Right of First
Refusal, and the Exclusive Use Covenant.

     46.  NO WAIVER. The failure of the Landlord or Tenant to insist
upon  the  strict performance of any provision of this Lease,  or
the  failure of Landlord or Tenant to exercise any right,  option
or  remedy  contained in this Lease shall not be construed  as  a
waiver  for  the future of any such provision, right, option,  or
remedy, or as a waiver of any subsequent breach. No provision  of
this Lease shall be deemed to have been waived unless such waiver
shall be in writing signed by the party to be charged.

     47.  TRUE LEASE. This Lease is intended as, and shall constitute,
an  agreement of lease, and nothing herein shall be construed  as
conveying to the Tenant any right, title or interest in or to the
Demised Premises nor to any remainder or reversionary estates  in
the  Demised  Premises  held  by  any  person,  except,  in  each
instance, as a Tenant. Under no circumstances shall this Lease be
regarded as an assignment of all of Landlord's interests  in  and
to  the Demised Premises. Instead Landlord and Tenant shall  have
the relationship between them of Landlord and Tenant, pursuant to
the provisions of this Lease.

     48.  PUBLIC RELEASES. Landlord and Tenant agree that no press
release  or  other public disclosure shall be made by  either  of
them   or   any  of  their  respective  agents  concerning   this
transaction  without  the prior written  consent  of  the  other.
Tenant agrees that a "tombstone" type advertisement may be placed
by Landlord upon execution of this Lease, provided, however, that
Landlord  agrees to obtain approval from Tenant with  respect  to
the contents thereof prior to placing such advertisement.

     49.  CONFIDENTIALITY. Landlord and Tenant covenant and agree to
hold  in  confidence ALL terms and conditions of this  Lease  not
made a matter of public record by virtue of a recorded Memorandum
of  Lease as provided for in Section 45 of this Lease unless  the
party  desiring to disclose the confidential information requests
the  consent of the non-disclosing party; provided, however, such
written request shall contain the information to be disclosed and
each  party to whom disclosure is sought. Written consent of  the
non-disclosing party shall be narrowly construed to apply only to
those  matters  and  those persons set forth  in  the  disclosing
party's   written   request.   It  is   expressly   agreed   that
confidentiality  is of the utmost importance to Tenant's  ongoing
business  and in the event Landlord makes a disclosure in  breach
of  this  provision Tenant shall have standing  to  enforce  this
covenant at law or in equity. This covenant shall be governed  by
the laws of the State of Tennessee without regard to its conflict
of   laws   or  any  other  provision  for  conflict   of   laws.
Notwithstanding  anything  contained  herein  to  the   contrary,
Landlord  may disclose the terms and conditions of this lease  to
those  parties  necessary to obtain financing in connection  with
the  Demised  Premises  or  Landlord's  construction  obligations
hereunder  (e.g.  appraiser, lender,  accountant,  attorney)  and
potential  buyers  of  the Demised Premises;  provided,  however,
Landlord  shall be responsible for obtaining adequate  assurances
from  such parties that the terms and provisions hereof  will  be
held  in  confidence  as  Landlord shall continue  to  be  liable
hereunder for any disclosure not in compliance with this Section.


     50.  INCENTIVES. Landlord hereby waives and disclaims for itself
and all third parties claiming through it, any and all rights and
interest to any incentives, tax abatements or inducements or  the
like  made  or offered (either in the past or in the  future)  to
Tenant  by  any  state  or local government  agency,  development
authority, or otherwise in connection with the Demised  Premises.
Landlord  agrees to execute, acknowledge and deliver  to  Tenant,
upon  no  less than ten (10) days' prior request by  Tenant,  all
documents necessary in a form reasonably satisfactory to  Tenant,
waiving   and  disclaiming  Landlord's  interest  in   any   such
incentives, tax abatements, inducements or the like.

     51.  HOLD OVER. Any holding over by Tenant beyond the Initial
Term of this Lease or any Extension Term thereof shall be on  the
same  terms and conditions as contained herein, except  for  rent
which  shall  be  at  the rate of one hundred forty-five  percent
(145%) of the last monthly rent specified in this
Lease, and shall be a month-to-month tenancy terminable by either
party upon thirty (30) days prior written notice to the other
party.

     52.  NOTICES. All notices required under this Lease shall be
given  and  deemed to have been properly served if  delivered  in
writing personally, by certified mail, by a nationally recognized
overnight  courier  providing signed proof of  delivery,  or  via
facsimile with proof of transmission to:

          Landlord at:

          Brad and Dad, LLC
          Attention: Brad Brody
          2501 Westown Parkway,
          Suite 1203 West Des
          Moines, Iowa 50266
          Facsimile: 515.457.9444
          Telephone: 515.457.9333

          To Tenant at:

          Lease Administration
          Department Tractor
          Supply Company
          200 Powell Place
          Brentwood, TN 37027
          Facsimile: (615) 440-4132
          Telephone: (615) 440-4000

or  such other place or places as either of them may designate in
writing  to  the other from time to time in accordance  with  the
provisions of this Section. Date of service of a notice served by
mail  shall be the date on which such notice is received  by  the
addressee. Date of service by any other method shall be the  date
of receipt.

     53.  CONDITION OF TITLE; ENCUMBRANCES. Contemporaneous with
the execution of this Lease, Landlord has provided Tenant with the
Chicago  Title  Insurance  Company  File  No.  P-127017  with  an
effective  date of August 4, 2008, together with  copies  of  all
exception   documents  (the  "Title  Report")  for  the   Demised
Premises.  Tenant hereby agrees to take subject to those  matters
identified  on Exhibit "F" (the "Permitted Encumbrances"),  which
shall  neither  obligate  Tenant  to  nor  excuse  Landlord  from
performing    Landlord's   obligations   under   the    Permitted
Encumbrances as owner of the Demised Premises.

         In the event the Title Report shows an existing mortgage
or  deed  of  trust  which will not be released  upon  Landlord's
acquisition  of the Land, Landlord shall furnish  Tenant  with  a
Subordination  Non-Disturbance and Attornment Agreement  ("SNDA")
from  the  holder  of the mortgage or deed of trust,  in  a  form
consistent  with  that  attached hereto as  Exhibit  "G",  within
thirty  (30)  days  of the Effective Date. If Landlord  does  not
furnish  such  SNDA  to Tenant within the required  time  period,
Tenant shall have the right to terminate this Lease within  sixty
(60) days thereafter without obligation or liability to Landlord.

         Landlord  shall  not  permit  or  grant  any  easements,
declarations  of  covenants,  reciprocal  easements,   mechanics'
liens, liens, or any other encumbrances, other than identified as
Permitted  Encumbrances,  to  be placed  of  record  against  the
Demised  Premises  without the prior written consent  of  Tenant.
This obligation of Landlord shall not be applicable to Landlord's
first mortgage financing for the Demised Premises subject to  the
provisions of this Section.

         Landlord and Tenant agree that Landlord expects to  file
a  final plat (the "Final Plat") of the Land, which plat has  not
yet been prepared as of the Effective Date. Landlord shall obtain
Tenant's  approval of such Final Plat prior to  its  recordation.
The Final Plat shall be incorporated into this Lease as a
Permitted Encumbrance upon the execution and recordation thereof
in the Office of the Register of Deeds, Pennington County, South
Dakota.

     54.  LANDLORD'S PAYMENT OBLIGATIONS. Landlord agrees to pay all
costs,  charges, assessments and obligations which are its  legal
responsibility  and  which are related to  the  Demised  Premises
(collectively,  "Landlord's Obligations"). In the event  Landlord
does  not  timely pay or satisfy any costs, charges,  assessments
and  obligations related to the Demised Premises, Tenant, without
liability  or forfeiture of the Term, may make any such  payments
on  behalf of Landlord and offset the cost thereof against future
rent  payable  and/or any other monies properly due  to  Landlord
hereunder.

     55.  ESTOPPEL CERTIFICATES. Upon the reasonable request of either
party,  Landlord and Tenant agree to execute and deliver  to  the
other within ten (10) business days after receipt of the request,
a written instrument, (a) certifying that this Lease has not been
modified and is in full force and effect or, if there has been  a
modification of this Lease, that this Lease is in full force  and
effect as modified, stating such modifications; (b) stating  that
the  fixed  monthly rent has not been paid more than thirty  (30)
days  in  advance, or if so, the date to which it has been  paid;
(c)  stating  whether  or  not, to the  knowledge  of  the  party
executing  the instrument, the other party hereto is  in  default
and,  if  the  party  is in default, stating the  nature  of  the
default; and (d) stating the date of this Lease.

     56.  SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT. Tenant agrees
that  this  Lease shall, at Landlord's request,  be  subject  and
subordinate  to  any  first mortgage or deed of  trust  hereafter
placed  upon  the  Demised Premises upon the condition  that  the
mortgagee  or  holder of a deed of trust provides Tenant  with  a
SNDA  in  the  form  attached hereto and made a  part  hereof  as
Exhibit "G".

     57.  TENANT PROPERTY. All Tenant's personal property, furniture,
furnishings,  signs,  equipment, machinery, Satellite  Equipment,
trade fixtures and trade uses ("Tenant Property") located at  the
Demised Premises shall remain the property of Tenant and  may  be
removed  from  the Demised Premises at any time.  Landlord  shall
have  no lien or other interest whatsoever in any Tenant Property
and  within  ten  (10) days following Tenant's request,  Landlord
shall execute documents in reasonable form to evidence Landlord's
waiver  of any right, title, lien, or interest in Tenant Property
located in the Demised Premises.

     58.  INVALIDITY OF CERTAIN PROVISIONS. If any provisions of this
Lease  shall  be invalid or unenforceable, the remainder  of  the
provisions  of this Lease shall not be affected and  every  other
provision  of  this  Lease shall be enforceable  to  the  fullest
extent permitted by law.

     59.  FORCE MAJEURE. If either party shall be prevented or delayed
from  punctually  performing  any obligation  or  satisfying  any
condition under this Lease by: (a) any strike, lockout, or  labor
dispute not caused by the negligence of the non-performing  party
or breach of a labor contract by the nonperforming party; (b) the
inability to obtain labor or materials not resulting in  any  way
from  the negligence or any act or omission of the non-performing
party;   (c)  an  Act  of  God;  (d)  governmental  restrictions,
regulations  or  controls not existing as of  the  date  of  this
Lease;  (e),  enemy  or hostile governmental  action;  (f)  civil
commotion,  insurrection, sabotage, fire or  other  casualty  not
resulting  from  the non-performing party's negligence  or  other
actions; or (g) any other condition beyond the reasonable control
of the responsible party, then the time to perform the obligation
or  satisfy the condition shall be extended for a period of  time
equal in length to the length of the event.


     60.  GOVERNING LAW; SUBMISSION TO VENUE AND JURISDICTION. Except
as  provided in Section 49, this Lease shall be governed  by  and
construed  in accordance with the laws of the state in which  the
Demised  Premises  are  located, without  giving  effect  to  its
conflict of laws principles or rules. Landlord and Tenant  hereby
consent to the exercise of personal jurisdiction over them by any
court  of competent jurisdiction within the locus of the  Demised
Premises   in  connection  with  any  action  brought   for   the
enforcement of rights or remedies under this Lease and waive  all
defenses   of  lack  of  personal  jurisdiction  and  forum   non
conveniens,

     61.  ENTIRE AGREEMENT. This instrument its attachments, any duly
executed amendments, the documents incorporated into the Lease by
reference,  and  any written agreements which are  duly  executed
pursuant  to  the  terms and provisions of this  Lease,  if  any,
contain the entire agreement between the parties and there are no
covenants,  express  or implied, except as contained  herein.  No
statement, promise or inducement made by either party or agent of
either  party  that  is not contained in this  written  agreement
shall be valid or binding. No waiver of any condition or covenant
of  this  Lease  by  either party shall be  deemed  to  imply  or
constitute a further waiver of the same or any other condition or
covenant of the Lease.

     62.  BINDING EFFECT. This Lease, as of the Effective Date, shall
bind and inure to the benefit of the parties hereto, their heirs,
successors, executors, administrators, and assigns.

     63.  TIME IS OF THE ESSENCE. it is expressly agreed that time
shall be of the essence of this Lease.

     64.  LEASE INTERPRETATION. This Lease has been submitted to the
scrutiny of all parties hereto and their counsel, if desired, and
shall be given a fair and reasonable interpretation in accordance
with  the  words  hereof, without consideration or  weight  being
given  to  its  having been drafted by any party  hereto  or  its
counsel.  All  captions  and  headings  are  for  convenience  of
reference only and in no way shall be used to interpret or modify
the provisions set forth in this Lease.

     65.  COMPUTATION OF DAYS. When referred to in this Lease, days
shall  mean calendar days unless otherwise provided. In computing
any  period of time prescribed or allowed by this Lease, the date
of the act, event or default after which the designated period of
time  begins to run shall not be included. The last  day  of  the
period so computed shall be included; however, if the last day is
a  Saturday, Sunday, or federally adopted legal holiday, the last
day  of  the period shall be the next day that is not one of  the
aforementioned days.


     66.  PROTECTIVE COVENANTS. Landlord and Tenant acknowledge the
existence  of the Protective Covenants dated December  28,  2004,
filed  February 2, 2005 and recorded in Book 141 of Misc. Records
on  Page  3743 in the Office of the Register of Deeds, Pennington
County,  South Dakota, as amended by the Amendment to  Protective
Covenants dated July 30, 2008. Landlord shall cause the Amendment
to  Protective  Covenants to be recorded in  the  Office  of  the
Register  of  Deeds, Pennington County, South Dakota,  and  shall
provide a copy of the recorded instrument to Tenant within thirty
(30)  days  after the Effective Date. In the event that  Landlord
fails  to  cause  the  Amendment to Protective  Covenants  to  be
recorded  in the public records, and to provide a copy to  Tenant
within the time period provided herein, then Tenant may terminate
this Lease upon written notice without any further obligation  to
Landlord.



             [Signatures appear on following pages.]






     IN WITNESS WHEREOF, the parties have executed this Lease in
multiple counterparts, each of which shall be an original
document, as of the day and year first above written.




   WITNESSES FOR LANDLORD:           LANDLORD:

                                     BRAD AND DAD, LLC,
                                     An Iowa limited liability company




                                     BY: /s/ BRADLEY M BRODY
       Print Name:
                                     ITS: Bradley M Brody
                                          Managing Member

       Print Name:


       STATE OF Iowa  )
                      )
       COUNTY OF Polk )



           Before me, a Notary Public in and for said State and County,
duly commissioned and qualified, personally appeared Bradley M Brody, with
whom I am personally acquainted, and who, upon oath, acknowledged himself to
be the Managing Member of Brad and Dad, LLC, an Iowa limited liability
company, and that he executed the foregoing instrument for the purposes
therein contained, by signing the name of the limited liability company
by himself as Managing Member.

           In Witness Whereof, I hereunto set my hand and official seal
 this 11th day of September, 2008.



                                      /s/REBECCA J HENDERSON
                                         NOTARY PUBLIC


                                         [notary seal]







WITNESSES FOR TENANT:             TENANT:


                                  TRACTOR SUPPLY COMPANY,
                                  a Delaware corporation


/s/AMANDA A SHELTON
   Amanda Allen Shelton



 /s/ CAROLYN CARLYLE              BY: /s/ CLAY TETEN
     Carolyn Carlyle                Clay Teten, Vice-President, Real Estate



STATE OF TENNESSEE     )
                       )
COUNTY OF WILLIAMSON   )

        Before me, a Notary Public in and for said State and County, duly
commissioned and qualified, personally appeared Clay Teter, with whom I am
personally acquainted, and who, upon oath, ackowledged himself to be the
Vice President - Real Estate of Tractor Supply Company, a Delaware
corporation, and that he executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by himself
as Vice President - Real Estate.

        In Witness Whereof, I hereunto set my hand and official seal this
26th day of August 2008.


                                 /s/ANGELA KELLY
                                   NOTARY PUBLIC: Angela Kelly
                                   My commission Expires: March 7, 2011

             [notary seal]






                                 EXHIBIT "A"

                              LEGAL DESCRIPTION

LOT THREE (3) OF MALL DRIVE SUBDIVISION, CITY OF RAPID CITY, AS SHOWN BY THE
PLAT RECORDED IN BOOK 35 OF PLATS ON PAGE 60 IN THE OFFICE OF THE REGISTER
OF DEEDS, PENNINGTON COUNTY, SOUTH DAKOTA.

AND

LOT 1-B OF 1-90 HEARTLAND BUSINESS PARK CITY OF RAPID CITY, AS SHOWN BY THE
PLAT RECORDED IN BOOK 35 OF PLATS ON PAGE 60 IN THE OFFICE OF THE REGISTER
OF DEEDS, PENNINGTON COUNTY, SOUTH DAKOTA.