ASSIGNMENT AND ASSUMPTION OF LEASE

                        Harlingen, TX

THIS  ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment")
is  made  and  entered into as of the 17th day of  February,
2006, by and between MEYER-LAMPH DEVELOPMENT GROUP, LTD.,  a
Texas limited partnership ("Assignor"), and to AEI NET LEASE
INCOME  &  GROWTH FUND XIX LIMITED PARTNERSHIP, a  Minnesota
limited partnership ("Assignee").

                          RECITALS:

     A.    Assignor and Assignee are parties to that certain
Commercial  Purchase and Sale Contract  dated  November  16,
2005,  (the  "Agreement"), pursuant  to  which  Assignee  is
acquiring  from Assignor the real property, and improvements
located  on  such property, more particularly  described  on
EXHIBIT  A attached hereto and incorporated herein  by  this
reference (the "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 dated January 28, 2005  (the
"Lease") by and between Assignor and Advance Stores Company,
Incorporated  (the "Tenant"), as evidenced by  that  certain
Memorandum  of  Lease dated _____________, 2006,  which  was
filed  and  recorded as of the date hereof in  Volume  ____,
Page _____ in the Official Public Records of Cameron County,
Texas, 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"  (as
defined below) to Assignee as provided herein.  The Lease is
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, in consideration of the Recitals, which
are  hereby made a part hereof, for other 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,  and (ii) any and all rents prepaid  as  of  the
Effective  Date,  held by Assignor in  connection  with  the
Lease (the "Rent").

     2.   Except as otherwise set forth in Paragraph 4 hereof,
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  on  or
after the Effective 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, prior to the Effective Date.
Except  as  otherwise  set  forth  in  Paragraph  4  hereof,
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  or  as a result of Assignee's  failure  to
fulfill the landlord's duties and obligations accruing under
the Lease on or after the Effective Date.  Assignee shall be
entitled  to receive all income arising from the Lease  from
and after said Effective Date. Assignor shall be entitled to
receive  all  income accruing from the Lease  prior  to  the
Effective  Date.   In the event that Assignor  is  paid  any
rents after the Effective Date, Assignor agrees to pay  such
to Assignee as soon as reasonably practicable after the date
of receipt by Assignor.

     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.   Notwithstanding anything contained herein or implied
hereby to the contrary, Assignor shall remain liable for the
performance of the obligations of the "Landlord"  under  the
Lease with respect to Landlord's obligations under Section 2
of the Lease.

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

     6.   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.

     7.    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.

     8.   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.

         ASSIGNOR:      MEYER-LAMPH DEVELOPMENT GROUP, LTD.,
                        a Texas limited partnership
                        By:   DSL Management, L.L.C.,
                              a Texas limited
                              liability company,
                              its General Partner

                              By: /s/ Dale Meyer
                              Name: Dale Meyer
                              Its: President

STATE OF TEXAS          )
                        ) ss.
COUNTY OF HIDALGO)

     This  instrument was acknowledged before me on  the  16
day of February, 2006, by DALE MEYER, acting in his capacity
as  President of DSL Management, L.L.C., General Partner  of
Meyer-Lamph   Development  Group,  Ltd.,  A  Texas   Limited
Partnership, and on behalf of said Partnership.


[Notarial Seal]
                                   /s/ Matthew L Jones
                                   Notary  Public, State of Texas
                                   My Commission Expires:



         [SIGNATURES TO CONTINUE ON FOLLOWING PAGE]


               ASSIGNEE:      AEI  Net Lease Income & Growth
                              Fund XIX Limited Partnership,
                              a       Minnesota      limited
                              partnership

                              By:  AEI Fund Management XIX,  Inc.,
                                   a Minnesota corporation,
                                   its General Partner


                              By: /s/ Robert P Johnson
                                      Robert P. Johnson,
                                      its President


STATE OF MINNESOTA       )
                         ) ss.
COUNTY OF RAMSEY         )

The  foregoing was acknowledged before me this ____  day  of
February, 2006, by Robert P. Johnson, in his capacity as the
President  of  AEI  Fund Management XIX, Inc.,  a  Minnesota
corporation, the General Partner of AEI Net Lease  Income  &
Growth  Fund  XIX  Limited Partnership, a Minnesota  limited
partnership, who acknowledged the execution of the foregoing
instrument  to  be  the  voluntary  act  and  deed  of  said
corporation by authority of its board of directors on behalf
of the company.

[Seal]                           /s/ Jennifer L Shcriner
                                Print Name: Jennifer L Schriner
                                My  Commission Expires: 1/31/2010




                          EXHIBIT A

                      Legal Description

BEING  A  0.689 ACRE (30,024 SQ.FT.) TRACT OF LAND  MORE  OR
LESS,  COMPRISED OF THE APPROXIMATE NORTH HALF OF  A  200.00
FT.  WIDE  CANAL BEING PORTIONS OF A 0.68 ACRE  TRACT  (VOL.
1292, PG. 541, C.C.D.R.) AND A 0.0935 ACRE TRACT (VOL.  146,
PG. 837, C.C.O.R.) AND 0.063 ACRE FROM THE SOUTH PORTION  OF
LOT  FIVE  (5) AND ALL OF LOTS SIX (6) AND SEVEN (7),  BLOCK
EIGHT  (8), WINDSOR PLACE ADDITION, AN ADDITION TO THE  CITY
OF  HARLINGEN, CAMERON COUNTY, TEXAS, AS RECORDED IN MAP  OR
PLAT  THEREOF  IN  VOLUME  6, PAGE 21,  CAMERON  COUNTY  MAP
RECORDS;  SAID  0.689  ACRE TRACT  BEING  MORE  PARTICULARLY
LOCATED AND DESCRIBED AS FOLLOWS;

COMMENCING AT THE A POINT ON THE WEST LINE OF A 20.00  ALLEY
SAID  POINT  BEING THE NORTHEAST CORNER OF LOT FIVE  (5)  OF
SAID  WINDSOR PLACE ADDITION, THENCE ALONG THE EAST  UNE  OF
SAID  LOT  FIVE (5) AND WEST LINE OF SAID 20.00  ALLEY,  DUE
SOUTH  AT  27.29 FT. FOR THE NORTHEAST CORNER AND  POINT  OF
BEGINNING OF THIS TRACT;

THENCE, ALONG THE EAST LINE OF LOTS SIX (6) AND SEVEN (7) OF
SAID  WINDSOR  PLACE ADDITION, SAME BEING THE WEST  LINE  OF
SAID 20.00 FT. ALLEY, DUE SOUTH, A DISTANCE OF 114.63 FT. TO
A  ONE-HALF INCH IRON ROD WITH AN ORANGE PLASTIC CAP STAMPED
"AMBIOTEC  RPLS 5301'" SET FOR THE SOUTHEAST CORNER  OF  LOT
SEVEN (7) AND A CORNER OF THIS TRACT;

THENCE,  NORTH 70 DEG. 22 MIN. 07 SEC. EAST, A  DISTANCE  OF
21.23 FT. TO A ONE-HALF INCH IRON ROD WITH AN ORANGE PLASTIC
CAP  STAMPED  "AMBIOTEC RPLS 5301" SET ON THE EAST  LINE  OF
SAID  20.00 ALLEY FOR THE SOUTHWEST CORNER OF LOT EIGHT  (8)
OF SAID WINDSOR PLACE ADDITION AND A CORNER OF THIS TRACT;

THENCE,  SOUTH O6 DEG. 19 MIN. 28 SEC. EAST, A  DISTANCE  OF
99.73 FT. FOR THE SOUTHEAST CORNER OF THIS TRACT;

THENCE  ALONG  THE  NORTH LINE OF A 0.889 ACRE  TRACT  (VOL.
6328,  PG.  215, C.C.O.R.), SOUTH 75 DEG. 30  MIN.  48  SEC.
WEST,  A DISTANCE OF 164.80 FT. T0 A ONE-HALF INCH IRON  ROD
WITH AN ORANGE PLASTIC CAP STAMPED "AMBIOTEC RPLS 5301"  SET
ON  THE EAST RIGHT-OF-WAY LINE OF SUNSHINE STRIP (BUS.  HWY.
77)  (R.O.W. VARIES) FOR THE SOUTHWEST CORNER OF THIS TRACT;

THENCE,  ALONG  THE EAST RIGHT-OF-WAY LINE OF SAID  SUNSHINE
STRIP  (BUS. HWY 77), NORTH 04 DEG. 15 MIN. 45 SEC. EAST,  A
DISTANCE  OF 90.00 FT. TO A ONE-HALF INCH IRON ROD  WITH  AN
ORANGE  PLASTIC CAP STAMPED "AMBIOTEC RPLS 5301" SET ON  THE
SOUTH LINE OF LOT SEVEN (7) FOR A CORNER OF THIS TRACT;

                     EXHIBIT A (cont'd)

                      Legal Description


THENCE, ALONG THE SOUTH LINE OF SAID LOT SEVEN (7), NORTH 70
DEG.  22 MIN. 07 SEC. EAST, A DISTANCE OF 0.40 FT. T0 A ONE-
HALF  INCH  IRON  ROD  WITH AN ORANGE  PLASTIC  CAP  STAMPED
"AMBIOTEC RPLS 5301" SET ON THE EAST RIGHT-
OF-WAY  LINE  OF SAID SUNSHINE STRIP (BUS. HWY. 77)  (R.O.W.
VARIES) FOR THE SOUTHWEST CORNER OF SAID LOT SEVEN (7),  FOR
A CORNER OF THIS TRACT;

THENCE, ALONG THE EAST LINE OF SAID SUNSHINE STRIP (BUS HWY.
77) AND ALONG A CURVE TO THE LEFT WITH A RADIUS OF 11,519.16
FT.,  AN ARC DISTANCE OF 158.33 FT. TO AN "X" MARK SET ON  A
CONCRETE SLAB FOR THE NORTHWEST CORNER OF THIS TRACT;

THENCE,  LEAVING THE EAST RIGHT-OF-WAY LINE OF SAID SUNSHINE
STRIP (BUS. HWY. 77), DUE EAST, A DISTANCE OF 120.90 FT.  TO
THE POINT OF BEGINNING

CONTAINING 0.689 ACRE (30,024 SQ.FT.) OF LAND MORE OR LESS.






                         LEASE AGREEMENT





     THIS  LEASE  AGREEMENT (this "Lease") is made as of  January
28,   2005   (the   "Commencement  Date"),  between   MEYER-LAMPH
DEVELOPMENT-GROUP, LTD, a Texas limited partnership ("Landlord");
and  ADVANCE STORES COMPANY, INCORPORATED, a Virginia corporation
("Tenant").

     In   consideration  of  their  mutual  covenants  and  other
valuable consideration, the adequacy and sufficiency of which are
hereby acknowledged, Landlord and Tenant hereby agree as follows:

1)   LEASED PREMISES. Subject to and in accordance with the terms
hereof, Landlord hereby leases to Tenant, and Tenant leases  from
Landlord,  the premises situated at Business Highway  77  (a.k.a.
Sunshine  Strip), Cameron County, Harlingen, Texas consisting  of
approximately  0.726 which is outlined in red on a  survey  dated
October  11, 2004 and last revised December 8, 2004, prepared  by
Ambiotec  Civil  Engineering Group, Inc.  (the  "Survey"),  which
Survey  is  attached  hereto as Exhibit "A" and  is  incorporated
herein  by  this  reference  (together  with  all  appurtenances,
rights,  interest, easements and privileges in any way pertaining
thereto,  the  '~"),  together  with  the  improvements   to   be
constructed on the Land by Landlord pursuant to this Lease,  such
improvements  to  consist of a building  space  of  approximately
7,000  square feet of gross leasable floor area (the  "Building")
and   the  surrounding  parking,  landscape  and  sidewalk  areas
(including   any   and  all  striping  of  such  parking   areas)
(collectively,  the "Other Improvements"), all as  identified  on
the  site  plan attached hereto as Exhibit "B" Attachment  1  and
incorporated  herein  by this reference (the  "Site  Plan").  The
Land, the Building and the Other Improvements, together with  the
"Tenant's  Improvements" (as hereinafter defined), if any,  shal1
hereinafter be collectively referred to as the "Leased Premises."

2)   CONSTRUCTION OF LEASED PREMISES. Landlord shall, at its sole
cost  and  expense,  perform  the  "Work"  (as  defined  in   the
Construction  Provisions)  in accordance  with  the  construction
provisions  attached  hereto as Exhibit  "B"  (the  "Construction
Provisions").

3)   Use

     a)    Tenant  may use the Leased Premises for  the  display,
     storage  and sale of automotive parts, accessories, supplies
     and/or  maintenance items or for any and  al1  other  lawful
     uses;  provided,  however,  in no  event  shall  the  Leased
     Premises be used for any of the following (collectively, the
     "Prohibited Uses"):

          i)     trailer   court,  junk  yard,   waste   material
     collection facility , or auction house;

          ii)   establishments providing adult-type entertainment
          or  displays of a variety involving or depicting nudity
          or lewd acts;

          iii)      a massage parlor;

          iv)  a funeral home;


                                1



          v)    a facility for the sale of paraphernalia for  use
     with illicit drugs;

          vi)  a facility for the sale or display of pornographic
          (as  determined by community standards for the area  in
          which the Leased Premises is located) material;

          vii)       overnight parking of campers, mobile  homes,
          boats or tractor trailers, except for such trailers  as
          are a part of Tenant's business operations;

          viii)       any   exploration,  drilling   or   similar
     operation of any kind;

          ix)   dance  hall,  bar, restaurant, off-track  betting
          business, billiard or pool hall, bingo or similar games
          of chance, game arcade, nightclub or flea market;

          x)    any  use which involves the raising, breeding  or
     keeping of any animals or poultry;

          xi)  any dangerous or unsafe uses;

          xii)        any  industrial  uses,  including,  without
          limitation   any  manufacturing,  smelting,  rendering,
          brewing,    refining,   chemical    manufacturing    or
          processing, or other manufacturing uses;

          xiii)       any   mining  or  mineral  exploration   or
     development except by non-surface means;

          xiv)       drug  or alcohol rehabilitation or treatment
     center; xv) abortion clinic; or

          xvi)       any  place of religious worship  such  as  a
     church, temple, synagogue,
          mosque, or the like.

b)   Tenant may operate its business at the Leased Premises under
any  name  of  its choosing or permitted by law and may  set  its
hours  and  days  of  operation if any, in its  sole  discretion.
Notwithstanding  anything contained herein to the  contrary,  (i)
nothing  in  this Lease shall constitute an agreement  of  Tenant
(express or implied), directly or indirectly, to open or  operate
a business in the Leased Premises, the rentals received hereunder
constituting  the  entire consideration for  Landlord's  entering
into  this  Lease, and (ii) Tenant may, at any  time  during  the
"Term"  (as  hereinafter  defined), without  Landlord's  consent,
cease  business  operations  at and/or  remove  any  and  all  of
Tenant's  "Personal Property" (as hereinafter defined)  from  the
Leased Premises.






                                2

























I



4)   TERM/EXTENSIONS.

     a)    The  initial  term of this Lease (the "Initial  Term")
     shall  commence on the Commencement Date and shall terminate
     on  the  last day of the month in which occurs the fifteenth
     (15th)  annual  anniversary of the "Rent Commencement  Date"
     (as  hereinafter defined)')'The Rent Commencement Date shall
     be  the  earlier to occur of (i) the date that is forty-five
     (45) days following the "Completion Date" (as defined in the
     Construction  Provisions) or (ii) the date on  which  Tenant
     opens  for  business to the public at the  Leased  Premises.
     Notwithstanding  the foregoing, in the event  the  following
     conditions  have  not  been satisfied  prior  to  such  Rent
     Commencement Date, then Tenant may, at Tenant's option,  pay
     no  Basic Rent or any other charges due under this Lease  to
     Landlord  until  such  time  as such  conditions  have  been
     satisfied or waived (whereupon Tenant shall pay all  accrued
     Basic Rent and/or other charges due hereunder at the time of
     such satisfaction or waiver):

          (i)   Landlord  has delivered to Tenant all  applicable
          subordination,   non-   disturbance   and    attornment
          agreements  executed by any and all  Mortgagees  and/or
          Ground  Lessors with respect to the Leased Premises  in
          the form attached to this Lease as Exhibit "C" and

          (ii)  Landlord has delivered to Tenant, and Tenant  has
          approved,    those    certain   easement    agreements,
          declarations,    covenants,    restrictions,     rules,
          regulations and other documents or agreements affecting
          the  Leased  Premises  set  forth  in  Exhibit  "H"  as
          Permitted  Encumbrances, and  Landlord  has  placed  of
          record and delivered a certified copy to Tenant of  all
          such agreements and documents.

     Landlord and Tenant shall confirm the Rent Commencement Date
     by  a supplemental commencement date agreement, the form  of
     which  agreement  is attached hereto as  Exhibit  '"D".  The
     period  of  time from the Commencement Date until  the  Rent
     Commencement Date shall hereinafter be referred  to  as  the
     "Construction Term. "

     b)   In addition to the Initial Tern1, Tenant shall have the
     option  (each  such right referred to herein as  a  "Renewal
     Option")  to  renew  and extend this  Lease  for  three  (3)
     consecutive five (5) year periods (each such period referred
     to  as  an  "Option Period" and collectively as the  "Option
     Periods")  immediately following the  Initial  Term,  during
     which  Option  Period(s) all the provisions, conditions  and
     covenants  of  this Lease shall continue in full  force  and
     effect  except  that  "Basic Rent" (as hereinafter  defined)
     payable  for the Option Period(s) shall be as set  forth  in
     Section  5(a)  of this Lease. Each Renewal Option  shall  be
     deemed  exercised  automatically unless  Tenant  shall  give
     Landlord written notice of its election not to exercise  any
     such  Renewal Option at least one hundred eighty (180)  days
     prior  to  the expiration of the Initial Term or  any  then-
     current Option Period, as applicable.

     c)    From  and after the date on which a Renewal Option  is
     exercised,  references to the words  "Term"  in  this  Lease
     shall  include the Option Period(s) by which the Term  shall
     have  been extended. In the event this Lease is canceled  or
     terminated, the expiration date


                                3



     of  this  Lease  shall be that date on which this  Lease  is
     canceled  or tern1inated. The term "Lease Year"  shall  mean
     each  successive period of twelve (12) consecutive  calendar
     months,   commencing  on  the  anniversary   of   the   Rent
     Commencement  Date, except that the first Lease  Year  shall
     commence on the Rent Commencement Date.

5)   RENT.

     a)    Basic Rent. Commencing on the Rent Commencement  Date,
     during  each  Lease  Year, Tenant  shall  pay  Landlord  the
     following  monthly  sums  ("Basic  Rent")  which  shall   be
     payable, in advance, on the first day of each month:

          Initial Term:

               Years 1-10               $9,267.50 per month

               Years 11-15              $10,194.25 per month

          First Option Period                $10,704.00 per month

          Second Option Period               $11,239.17 per month

          Third Option Period                $11,801.08 per month

     If  the Rent Commencement Date shall be a day other than the
     first  day  of  a month, the amount of Basic Rent  shall  be
     prorated for the balance of such month on a per diem  basis,
     and  the prorated Basic Rent for such month shall be due and
     payable on the Rent Commencement Date.

     b)    Tenant shall have no obligation to pay Basic  Rent  or
     any  other  charges due under this Lease to any party  other
     than Landlord unless and until Tenant has received notice of
     a  change  given pursuant to Section 24 below. In the  event
     such  notice is given in connection with a transfer or  sale
     of  Landlord's interest in the Leased Premises  and/or  this
     Lease,  such  notice shall not be binding upon Tenant  until
     Tenant  has received (i) a copy of the instrument  assigning
     or   transferring  Landlord's  interest,   (ii)   a   letter
     specifying the addresses to which rent and notices are to be
     forwarded  to such assignee or transferee and (ii)  a  W  -9
     form  executed by the assignee or transferee. The instrument
     assigning or transferring Landlord's interest shall evidence
     the fact that such assignee or transferee has assumed all of
     Landlord's  obligations under this Lease  and  has  acquired
     sufficient  title  to  the Leased Premises  to  enable  such
     assignee   or   transferee  to  perform  such   obligations;
     provided, however, this provision shall not be applicable to
     any  transfer given as security for a loan, and no  transfer
     shall  release a prior Landlord from any liability hereunder
     that  accrued  during  the period of such  prior  Landlord's
     ownership of the Leased Premises.

6)   W ARRANTIES,

     a)    Landlord  warrants  and represents  that,  as  of  the
Commencement Date and during the Term:

          i)   Landlord (1) is a limited par1nership duly formed,
          validly existing and in good standing under the law  of
          the State of Texas, (2) is qualified to do business


                                4



          in  and is in good standing under the laws of the State
          of  Texas  in which the Land is located (the "~"),  and
          (3)  has  full right and power to execute  and  perform
          this  Lease  and  to grant the estate  demised  herein;
          Landlord's General Partner, DSL Management,  L.L.C.,  a
          Texas  limited  liability company ("General  Partner"),
          who  is acting as its signatory for this Lease, is duly
          authorized  and empowered to act for and on  behalf  of
          the  General  Partner,  and this Lease,  including  its
          execution by Landlord, is enforceable and binding  upon
          Landlord  and  has  been authorized  by  all  requisite
          action  on  behalf  of  the  General  Partner.  General
          Partner (i) is a limited liability company duly formed,
          validly existing and in good standing under the law  of
          the State of Texas, (2) is qualified to do business  in
          and is in good standing under the laws of the State  of
          Texas  in which the Land is located (the "~"), and  (3)
          has  full  right and power to execute and perform  this
          Lease  and to grant the estate demised herein;  General
          Partner's President, who is acting as General Partner's
          signatory  for  this  Lease  is  duly  authorized   and
          empowered to act for and on behalf of General  Partner.
          Upon  request  by  Tenant, Landlord  shall  furnish  to
          Tenant (i) written evidence of Landlord's authority  to
          complete   this   transaction  and   empowering   those
          executing documents on Landlord's behalf to do  so  and
          (ii)  Landlord's  certificate of good standing  in  the
          State;

          ii)  Landlord is either currently the owner of the Land
          in  fee simple absolute or will become such owner; this
          Lease  is  and  shall  be a first lien  on  the  Leased
          Premises subject only to any "Mortgage" (as hereinafter
          defined) or "Ground Lease" (as hereinafter defined)  to
          which  this Lease may be subordinated as set  forth  in
          Section   20   below;   and  neither   the   "Permitted
          Encumbrances"  (as hereinafter defined) nor  any  other
          encumbrances  grant any other party the rights  to  use
          any parking spaces located on the Leased Premises;

          iii)        Neither  the  execution  and  delivery   by
          Landlord  of this Lease nor the performance by Landlord
          of  the terms hereof will (x) conflict with or- violate
          any other agreement or instrument or any writ, order or
          decree  to  which  Landlord is  a  party  or  by  which
          Landlord  is bound or (y) be precluded by  or  cause  a
          breach  of any agreement, mortgage, contract  or  other
          instrument or document to which Landlord is a party  or
          which  encumbers  or  otherwise adversely  affects  the
          Leased Premises; and

          iv}    This   Lease   represents  the  valid,   binding
          obligation of Landlord, enforceable against Landlord in
          accordance with its terms.

     b}    Landlord  warrants and represents  t11at,  as  of  the
Commencement Date:

          i)   The Leased Premises is presently, or will be prior
          to  commencement  of the Work, properly  subdivided  in
          compliance with all applicable laws and regulations and
          constitutes a tax parcel separate from any  other  real
          property;  the zoning classification of, and all  other
          governmental  regulations  pertaining  to,  the  Leased
          Premises  shall permit the construction by Landlord  as
          provided by this


                                5



          Lease  and the use of the Leased Premises by Tenant  in
          accordance with the terms of this Lease; and the number
          of  parking spaces totaling thirty-four (34) spaces  as
          shown on the Site Plan shall be provided in the parking
          area;

          ii)   Landlord's  fee  simple interest  in  the  Leased
          Premises  is  free  and clear of any  mortgages  deeds,
          encumbrances,   declarations   easements,   agreements,
          leases,  tenancies, restrictions, rules or  regulations
          which  affect or restrict or could affect  or  restrict
          the  use  or  intended use of the  Leased  Premises  by
          Tenant,  its employees, customers, invitees, successors
          and/or  assigns,  except those  matters  set  forth  on
          Exhibit  "H"  attached hereto and  entitled  "Permitted
          Encumbrances" (the "Permitted Encumbrances"); and

          iii)       The execution and delivery of this Lease  by
          Landlord  has  been  duly authorized  by  all  required
          corporate action.

     c)   Tenant represents and warrants to Landlord that:

          i)    Tenant (I) is a corporation duly formed,  validly
     existing  and  in  good  standing  under  the  law  of   the
     Commonwealth of Virginia and (2) is qualified to do business
     in and is in good standing under the laws of the State;

          ii)   Neither the execution by Tenant of this Lease nor
          the  performance  by  Tenant of the  terms  hereof  win
          conflict  with  or  violate  any  other  agreement   or
          instrument or any writ, order or decree to which Tenant
          is a party or by which Tenant is bound; and

          iii)       The execution and delivery of this Lease  by
          Tenant   has  been  duly  authorized  by  all  required
          corporate action, and this Lease represents the  valid,
          binding   obligation  of  Tenant,  enforceable  against
          Tenant in accordance with its terms.

7)    TENANT'S FURNISHINGS FIXTURES EQUIPMENT AND OTHER  PERSONAL
PROPERTY.  Tenant, at its sole cost and expense, may  supply  and
install  anywhere  in or on the Leased Premises any  furnishings,
fixtures,  equipment and/or other personal property, including  a
satellite  dish and any necessary cables or supporting  equipment
(collectively, "Personal Property"), which it deems necessary for
its  use  of the Leased Premises; provided, however, that  Tenant
shall  repair,  at  its  own expense, any damage  to  the  Leased
Premises  occasioned  by such installation. Landlord  and  Tenant
recognize  that  Tenant  may commence  the  installation  of  its
Personal Property prior to the Completion Date, as defined in the
Construction Provisions. Any such Personal Property supplied  and
installed   in  the  Leased  Premises,  except  that   which   is
permanently attached, shall be and remain the property of  Tenant
Such  delivery, installation -and placement of Personal  Property
in  the  Leased  Premises by Tenant shall  not  constitute  final
acceptance or actual possession of the Leased Premises by Tenant,
and  shall not obligate Tenant to pay Basic Rent or other charges
prior to the Rent Commencement Date set forth in Section 4(b)  of
this  Lease.  It is agreed by Landlord and Tenant that  upon  and
during delivery of such



                                6




Personal Property by Tenant, Landlord shall provide Tenant with a
secure structure and access to the Leased Premises.


Any  damage  to the Leased Premises occasioned by the removal  of
such  Personal Property shall be repaired by Tenant at  its  sole
cost  and  expense,  unless such damage is caused  by  Landlord's
negligence,  intentional misconduct, or  ,willful  acts,  or  the
negligence, intentional misconduct, or willful acts of Landlord's
agents  or  contractors,  in which event  such  damage  shall  be
repaired by Landlord at its sole cost and expense. Risk  of  loss
as  to  such  Personal Property shall remain with Tenant  at  all
times  prior  to  and  during the Term. Tenant  shall  indemnify,
defend,  and save Landlord harmless from and against all  claims,
suits,  liabilities and expenses, including reasonable attorneys'
fees,  for  damage  or  injury to persons  or  property  directly
resulting  from  Tenant's  negligent  installation  of   Personal
Property  in the Leased Premises, except to the extent that  such
claim, suit, liability or expense is caused, in whole or in part,
by  Landlord's  negligence, intentional  misconduct,  or  willful
acts, or the negligence, intentional misconduct, or willful  acts
of Landlord's employees, agents or contractors.

8)   TENANT'S ALTERATIONS AND SIGNS.

     a)   Tenant shall have the right, but not the obligation, at
     its   sole  cost  and  expense  and  at  any  time,  without
     Landlord's  consent,  to  make non-structural  improvements,
     alterations  and  replacements  in,  on  or  to  the  Leased
     Premises. Tenant agrees that such improvements, alterations,
     additions  and replacements will (i) be made in a  good  and
     workmanlike  manner by licensed contractors and (ii)  comply
     with all applicable laws, and Tenant shall defend, indemnify
     and  hold Landlord haIm1ess from any and all costs,  damages
     and  expenses resulting therefrom except to the extent  that
     such  costs,  damages or expenses are caused  by  Landlord's
     negligence, intentional misconduct, or acts or omissions, or
     the negligence, intentional misconduct, or acts or omissions
     of  Landlord's agents or contractors. Tenant shall not  make
     any  structural  improvements,  alterations,  additions   or
     replacements  without  first  obtaining  Landlord's  written
     consent  thereto,  which consent shall not  be  unreasonably
     withheld,  conditioned or delayed. If Landlord's consent  is
     required and if plans and specifications for such work  must
     be  prepared in order for Tenant to obtain a building permit
     for  such work. then conceptual plans and specifications for
     such   work   shall  be  provided  to  Landlord   prior   to
     commencement of any such work. Landlord shall be  deemed  to
     have consented to such work if written notice of disapproval
     with  reasons  specified, is not received by  Tenant  within
     fifteen (15) days following Tenant's delivery of such  plans
     and  specifications to Landlord. Without cost or expense  to
     Landlord,  Landlord shall cooperate with Tenant in  Tenant's
     efforts  to  obtain any and all licenses, building  permits,
     certificates  of  occupancy or other governmental  approvals
     which   may  be  required  in  connection  with   any   such
     improvements,  alterations, additions and replacements,  and
     Landlord   shall  execute,  acknowledge  and   deliver   any
     documents  reasonably  required  in  furtherance   of   such
     purposes.

     b)    Tenant  may  erect,  at  its  cost  and  in  its  sole
     discretion all announcement sign on the Leased Premises, the
     location, size and style of which shall be in Tenant's  sole
     and


                                7



     absolute discretion, announcing Tenant's future business  at
     the Leased Premises. Tenant may, at its cost and in its sole
     discretion,  but subject to compliance with  all  applicable
     governmental  regulations, install (1) any and all  exterior
     signs  on  the  exterior walls and/or  roof  of  the  Leased
     Premises as it deems necessary and (2) any and all pylon  or
     monument  signs on the Leased Premises as it deems necessary
     Tenant's  ability  to erect at the Leased Premises  no  less
     than  103.12 square feet of exterior signage in the  color(s
     ), size(s) and location(s) shown on Exhibit B, Attachment II
     (the "Elevations") and Exhibit "I-1" and no less than a  108
     square  foot  pylon  sign  in  the  color(s),  size(s)   and
     location(s)  shown in Exhibit "I-2" attached hereto  and  on
     the  Site  Plan is a condition precedent to its  obligations
     under this Lease and, in that regard, Tenant shall apply for
     all  necessary governmental permits for its desired  signage
     within  a  reasonable period of time after the  Commencement
     Date  of  this Lease and shall reasonably diligently  pursue
     such  application thereafter. In the event Tenant  does  not
     receive  all  necessary governmental  permits  for  Tenant's
     desired  signage  by  the  date Landlord  has  received  the
     "Approvals"  (as defined in Section 3(a) of the Construction
     Provisions), Tenant, at its option, may terminate this Lease
     by  giving written notice to Landlord. If local laws do  not
     permit the signage that Tenant desires to erect, then Tenant
     may,  at  its  expense, seek a sign code variance  to  allow
     Tenant's  signage.  Landlord shall  execute  any  documents,
     forms  or  applications necessary for Tenant to  obtain  all
     necessary  zoning approvals, variances or special exceptions
     for  any  and  all  of Tenant's signage and  shall  promptly
     execute  all  documents  required in  connection  therewith.
     Notwithstanding anything contained herein to  the  contrary,
     Tenant  shall  be entitled, without Landlord's consent,  but
     subject  to  compliance  with  all  applicable  governmental
     regulations,  to  replace any and  all  of  its  signs  with
     signage  consistent with Tenant's then-current  prototypical
     sign plans. In the event of an assignment or subletting as a
     result of which Tenant is no longer occupying any portion of
     the Leased Premises, Tenant's signs may be replaced by signs
     identifying the appropriate assignee or subtenant,  provided
     that the specific design of such signage shall be subject to
     Landlord's  consent, which consent shall not be unreasonably
     withheld, conditioned or delayed.

     c)    Any  alterations made by Tenant to the Leased Premises
     shall   hereinafter  be  referred  to   as   the   "Tenant's
     Improvements."  Except for Tenant's Personal  Property,  the
     Tenant's  Improvements  that  are  permanently  attached  or
     affixed to the Leased Premises shall become the property  of
     Landlord upon the expiration of this Lease.

9)    ASSIGNMENT AND SUBLEASING. Tenant shall have the  right  to
sublet,  assign,  transfer, reassign  and  grant  concessions  or
licenses (a "Transfer") in all or any part of the Leased Premises
and  any  of  Tenant's rights and obligations under  this  Lease,
without  Landlord's  consent In the event  of  such  a  Transfer,
Tenant  shall  remain liable for all of Tenant's  obligations  to
Landlord  arising hereunder so long as this Lease is not changed,
modified  or  amended  in  any  respect  by  Landlord   and   any
transferee.  Should Tenant wish to be relieved of its obligations
hereunder upon a Transfer, Landlord's prior consent to a Transfer
shall  be  required,  which  consent shall  not  be  unreasonably
withheld, conditioned or delayed. Notwithstanding the immediately
preceding  sentence,  in  the event  any  assignee  hereunder  or
assignee's guarantor subsequent to an assignment has a net  worth
calculated  in  accordance  with  generally  accepted  accounting
principles  equal  to or greater than the net  worth  of  Advance
Stores Company,


                                8



Incorporated,  as  of the end of the fiscal  year  in  which  the
Commencement  Date  of this Lease occurs, Landlord's  consent  to
such   assignment  shall  not  be  necessary,  and  Tenant  shall
thereafter automatically (and without any action by Landlord)  be
relieved  of  any further obligations under this Lease.  Landlord
acknowledges  and  agrees  that Landlord's  conditioning  of  the
granting  of its consent upon obtaining (i) a material  amendment
or  modification  to  the terms of this Lease  or  (ii)  monetary
compensation, shall be deemed unreasonable. In the  event  Tenant
shall  be  reorganized,  merged or consolidated  with  any  other
corporation, limited liability company or other business  entity,
or  shall  sell  all  or substantially all  of  its  assets,  any
resulting or surviving corporation, limited liability company  or
other  business entity, or any other person, which  shall,  as  a
result  of  such reorganization, merger, consolidation  or  sale,
succeed  to  substantially all of the assets or the  business  of
Tenant,  and  which  shall  assume all  of  the  liabilities  and
obligations  of Tenant under this Lease, shall automatically  and
without  the  necessity of further assignment or  any  other  act
become  and  be  Tenant under this Lease in accordance  with  and
subject  to  all of the terms, provisions and conditions  hereof.
Tenant shall give Landlord notice of any Transfer, such notice to
include  a  copy  of  the  original  instrument  evidencing  such
Transfer;  provided, however, that Tenant's  failure  to  provide
such  notice  shall not be an "Event of Default" (as  hereinafter
defined)  by  Tenant  hereunder or give  Landlord  the  right  to
exercise any right or remedy against Tenant hereunder.

10)  MAINTENANCE AND REPAIRS:

     a)     Subject   to   Landlord's  repair   and   restoration
     obligations described in Sections 10(b) and 14 below, Tenant
     shall,   at  its  cost,  during  the  Term  (excluding   the
     Construction Term):

     i)    Maintain,  repair and/or replace, in  good  condition,
     ordinary  wear and tear excepted, each and every portion  of
     the  Leased  Premises  (including, without  limitation,  all
     exterior  signs related to safety required by law [including
     handicapped  parking  signs and fire  lane  signs]  and  the
     exterior   of  the  Building)  except  for  any  items   the
     maintenance,  repair or replacement of which are  Landlord's
     responsibility hereunder; and

     ii)  Keep the Leased Premises in a reasonably clean and neat
     condition  and  not  permit the accumulation  of  any  trash
     rubbish  or  garbage  (except as accumulated  in  containers
     awaiting collection or disposal) in, on or about any part of
     the  Leased Premises and arrange for collection or  disposal
     of  accumulated trash, rubbish and garbage from  the  Leased
     Premises.

b)    Notwithstanding the provisions of Section 10(a)  above  and
anything  contained herein to the contrary ,  Landlord  shall  be
responsible,  at  its sole cost and expense,  for  the  following
maintenance,  repairs and/or replacements to the Leased  Premises
during the Term:

     i)   any and all maintenance, repairs and/or replacements to
     the  slab,  foundation and structure of the Leased  Premises
     (including,  without  limitation, repairing  any  cracks  or
     other damage thereto, but specifically excluding painting


                                9

     of  the  exterior  walls unless painting is  required  as  a
     result  of  Landlord's  failure to maintain,  repair  and/or
     replace  the  slab,  foundation  or  structure  as  provided
     herein);

     ii)  any and all maintenance, repairs and/or replacements to
     the  parking area of the Leased Premises in the  event  that
     Landlord fails to deliver the Certificate as to the  parking
     area  of the Leased Premises as required by Section 2(c)  of
     the  Construction  Provisions  or  fails  to  construct  the
     parking   area  in  accordance  with  the  design  standards
     therefor  as  required by Section 2(b ) of the  Construction
     Provisions;

     iii)        any   and   all  maintenance,   repairs   and/or
     replacements  to  the roof of the Leased  Premises,  in  the
     event  that  Landlord fails to deliver the certificates  and
     warranties as to the roof of the Leased Premises required by
     Section 2(e) of the Construction Provisions;

     iv)  any and all maintenance, repairs and/or replacements to
     the  heating, ventilation and air-conditioning system of the
     Leased  Premises  (the "HVAC"), in the event  that  Landlord
     fails  to  deliver  the certificates as  to  the  HV  AC  as
     required by Section 2(t) of the Construction Provisions;

     v)    any and all maintenance, repairs or replacements which
     become  necessary  as  a  result of  Landlord's  negligence,
     intentional  misconduct,  or  acts  or  omissions,  or   the
     negligence, intentional misconduct, or acts or omissions  of
     Landlord's agents or contractors; and

     vi)  any and all maintenance, repairs and/or replacements to
     the  Leased Premises which (i) are required during the first
     Lease  Year of the Term due to the original construction  of
     the Leased Premises or (ii) are made necessary by reason  of
     defects  in  the  workmanship  or  materials  used  in   the
     construction  of any portion of the Leased Premises  (except
     for  any portion of the Leased Premises that was constructed
     by  Tenant)  or  are  due  to the  settling  of  the  Leased
     Premises.

c)     With   regard   to  those  items  which   are   Landlord's
responsibility  under  Section  10(b)  above,  if  an   emergency
situation  occurs,  Tenant shall make all reasonable  efforts  to
contact Landlord by telephone or facsimile to advise Landlord  of
the  need  for such maintenance, repair or replacement. If  after
making  reasonable efforts to contact Landlord either  Tenant  is
unable  to  contact Landlord or if Tenant succeeds in  contacting
Landlord  and Landlord fails to undertake action to  correct  the
emergency  situation within twenty-four (24)  hours,  Tenant  may
perform  such maintenance, repair or replacement as Tenant  deems
necessary  .Within  thirty (30) days after  written  notice  from
Tenant (accompanied by an invoice or other reasonable evidence of
the  costs to be reimbursed), Landlord shall pay Tenant an amount
equal  to  the actual, out-of-pocket costs incurred by Tenant  in
the  performance of such maintenance, repair and/or  replacement.
If  Landlord fails to pay to Tenant such costs within such thirty
(30)  day period then Tenant may deduct the amount of such  costs
from Basic Rent and any other


                               10



charges  owed by Tenant to Landlord. For purposes of this Section
10(c),  an  "emergency situation" means a condition or  state  of
facts  which if not corrected would result in further  damage  to
the  Leased Premises or its contents or personal injury or damage
to  any  other property or which would in any way prevent  Tenant
from  conducting  its  business at the  Leased  Premises  in  its
customary  manner.  The provisions of this  Section  10(c)  shall
control over any conflicting provisions contained in this Lease.

d)  Landlord  shall protect, defend, indemnify  and  hold  Tenant
harmless  from  all  losses,  damages,  liabilities,  costs   and
expenses  (including reasonable attorneys' fees and court  costs)
incurred  for  work,  labor, repairs, alterations,  improvements,
services and/or materials supplied to the Leased Premises  by  or
at  the direction of Landlord, or which may occur, result from or
arise  out  of  the failure of Landlord during the Term  to  make
properly any required repairs or perform any maintenance which is
the  responsibility of Landlord under this Lease, except  to  the
extent  that  such  losses,  damages, liabilities,  costs  and/or
expenses   arise   out   of   Tenant's  negligence,   intentional
misconduct,  or acts or omissions, or the negligence, intentional
misconduct,   or  acts  or  omissions  of  Tenant's   agents   or
contractors.  Tenant shall protect, defend,  indemnify  and  hold
Landlord  harmless  from all losses, damages, liabilities,  costs
and  expenses  (including reasonable attorneys'  fees  and  court
costs)   incurred   for   work,  labor,   repairs,   alterations,
improvements,  services and/or materials supplied to  the  Leased
Premises  by or at the direction of Tenant, or which  may  occur,
result from or arise out of the failure of Tenant during the Term
to  make properly any required repairs or perform any maintenance
which is the responsibility of Tenant under this Lease, except to
the  extent that such losses, damages, liabilities, costs  and/or
expenses   arise   out  of  Landlord's  negligence,   intentional
misconduct,  or acts or omissions, or the negligence, intentional
misconduct,  or  acts  or  omissions  of  Landlord's  agents   or
contractors.

e)  Landlord hereby assigns to Tenant all of Landlord's  interest
in,   and  rights  under  (including  rights  to  enforce),   all
warranties and guaranties received in connection with the Work or
any   other   work,  maintenance,  repairs  and/or   replacements
performed by, or at the direction of, Landlord in, on or  at  the
Leased  Premises; provided, however, that Landlord  shall  retain
such  interest in and rights under such warranties and guaranties
as  are  necessary  or  desirable for Landlord  to  complete  any
maintenance,  repairs and/or replacements to the Leased  Premises
which  (i) are required during the first Lease Year of  the  Term
due  to the original construction of the Leased Premises or  (ii)
are  made  necessary by reason of defects in the  workmanship  or
materials  used in the construction of any portion of the  Leased
Premises (except for any portion of the Leased Premises that  was
constructed by Tenant) or are due to the settling of  the  Leased
Premises, as provided in Section 1O(b)(vi) above.

11)  UTILITIES. Tenant agrees to pay the charges and all required
deposits for all utility services furnished to and used by Tenant
in  the  Leased Premises during the Term directly to the  utility
companies  providing  such  services,  excluding  any  -and   all
connection  fees, hook-up charges, impact fees and other  similar
costs related to the initial start-up expenses for providing such
services  to the Leased Premises, all of which costs and expenses
shall be paid by Landlord.



                               11






Subject to applicable law, Tenant shall be entitled to select the
utility  service  provider which shall provide  water,  electric,
gas, cable and telecommunication services to the Leased Premises.

12)  INSURANCE: INDEMNIFICATION.

     a)    During  the  Term  (excluding the Construction  Term),
     Tenant  shall,  at  its sole cost and  expense,  obtain  and
     maintain property insurance covering the Leased Premises  in
     an  amount not less than the full replacement cost  thereof,
     with such deductibles and retentions as determined by Tenant
     in  its sole and absolute discretion.  Such insurance  shall
     be  provided by companies authorized to do business  in  the
     State.

     b)    During  the  Term  (excluding the  Construction  Term)
     Tenant shall maintain with respect to the Leased Premises  a
     policy  of  commercial  general liability  insurance,  which
     insurance  shall stipulate limits of liability of  not  less
     than  $2,000,000 each occurrence, single limit bodily injury
     and/or  property damage combined (with such deductibles  and
     retentions as determined by Tenant in its sole and  absolute
     discretion),  and shall be provided by companies  authorized
     to do business in the State. .

     c)   Tenant shall, within fifteen (15) days after receipt of
     written request therefor by Landlord, provide Landlord  with
     (i)   evidence  of  such  property  insurance  and  (ii)   a
     certificate of such commercial general liability  insurance,
     each  naming Landlord and Landlord's Mortgagee as additional
     insureds  or loss payees, as applicable, and providing  that
     the  applicable  coverage  shall not  be  cancelled  without
     thirty  (30)  days notice to the holder of such evidence  or
     certificate, as applicable.

     d)    Notwithstanding  anything to  the  contrary  contained
     herein,  Tenant shall have the right to self-insure  against
     any  of  the  risks or portions thereof set  forth  in  this
     Section  12, provided Tenant then has a reported  net  worth
     (calculated in accordance with generally accepted accounting
     principles), as of the end of Tenant's most recent quarterly
     reporting  period,  of  not less than  One  Hundred  Million
     Dollars ($100,000,000).

     e)    Landlord  shall maintain with respect  to  the  Leased
     Premises a policy of commercial general liability insurance,
     which  insurance shall stipulate limits of liability of  not
     less  than  $2,000,000 each occurrence, single limit  bodily
     injury  and/or  property  damage  combined,  and  shall   be
     provided  by  companies authorized to  do  business  in  the
     State.  Such policies of insurance shall name Tenant  as  an
     additional  insured.  Landlord shall,  within  a  reasonable
     period of time after receipt of written request therefor  by
     Tenant,  provide  a  certificate of such commercial  general
     liability  insurance  evidencing  Tenant  as  an  additional
     insured  on  such policy and providing that  the  applicable
     coverage  shall not be cancelled or modified without  thirty
     (30) days notice to the holder of such certificate.

     f)    During  any  period  in which Landlord  or  Tenant  is
     conducting  construction activities at, in or on the  Leased
     Premises,  such  party  shall keep,  or  cause  its  general
     contractor to keep, in full force and effect, with regard to
     the Leased Premises, in form



                               12




     reasonably  acceptable to the other party  ,  at  least  the
minimum insurance coverages set forth below:

          i)   Worker's Compensation -Statutory Limits; Employers
     Liability - $2,000,000;

          ii)   Automobile Liability for all vehicles with limits
     of $1,000,000; and

          iii)        Commercial  General  Liability  to  include
          premises  operations and products/completed  operations
          coverage with limits of $3,000,000.

          Additionally,  such  party shall keep  or  require  its
     general contractor to keep in full force and effect a policy
     of  builder's risk insurance covering loss or damage to  the
     Leased  Premises for the full replacement cost of  all  such
     construction. To the fullest extent the other party  has  an
     insurable  interest, such liability policy  shall  name  the
     other party as an additional insured and such builder's risk
     policy shall name the other party as a loss payee.

     g)    Any insurance coverage enumerated in this Lease may be
     effected  by  a blanket policy or policies of  insurance  or
     under   so-called   "multi-peril"  or  "package"   insurance
     policies,  provided  that  the  total  amount  of  insurance
     available  with respect to the Leased Premises and  Tenant's
     or  Landlord's  liability hereunder shall be  at  least  the
     equivalent  of  separate  policies  in  the  amounts  herein
     required,  and provided further that in other  respects  any
     such policy or policies shall comply with the provisions  of
     this  Lease. Landlord shall not be entitled to self  -insure
     ally   of   the  insurance  coverages  recited  herein.   An
     "umbrella"  policy  may be provided and utilized  by  either
     party  to  increase the limit provided by any individual  or
     blanket   policies  in  lower  amounts,  and  the   combined
     occurrence  and  aggregate  limits  provided  by  all   such
     policies with respect to the Leased Premises and Tenant's or
     Landlord's   liability  hereunder  shall   be   satisfactory
     provided  that  the terms and conditions  of  such  policies
     otherwise comply with the provisions of this Lease.

     h)    Notwithstanding  anything to  the  contrary  contained
     herein,  Landlord and Tenant hereby release each  other,  to
     the extent of their agreed-upon insurance coverage, from any
     and  all liability for any loss or damage caused by fire  or
     any  other  casualty insured against, even if such  fire  or
     other  casualty  shall  be brought about  by  the  fault  or
     negligence of the other party, or any persons claiming under
     such other party.

     i)    Landlord hereby agrees to exonerate, protect,  defend,
     indemnify  and  hold  Tenant and  its  officers,  directors,
     stockholders,     members,     beneficiaries,      partners,
     representatives,  agents  and employees  harmless  from  and
     against  any  and  all  losses, damages,  claims,  suits  or
     actions,   judgments   and   costs   (including   reasonable
     attorneys'  fees) arising out of any injury to or  death  of
     persons  or  damage  to  property on  or  about  the  Leased
     Premises  caused  by the intentional or  negligent  acts  or
     omissions   of   Landlord  or  its  employees,   agents   or
     contractors.  Tenant agrees to exonerate,  protect,  defend,
     indemnify  and  hold  Landlord and its officers,  directors,
     stockholders, members, beneficiaries, partners,


                               13





     representatives,  agents  and employees  harmless  from  and
     against  any  and  all  losses, damages,  claims,  suits  or
     actions,   judgments   and   costs   (including   reasonably
     attorneys'  fees) arising out of any injury to or  death  of
     persons  or  damage  to  property on  or  about  the  Leased
     Premises  caused  by the intentional or  negligent  acts  or
     omissions of Tenant or its employees, agents or contractors.

13)  REAL ESTATE TAXES.

     a)    Commencing on the Rent Commencement Date,  during  the
     Term,  Tenant shall reimburse Landlord for all '"Real Estate
     Taxes"  (as  hereinafter defined). If the Rent  Commencement
     Date  occurs  or 1he Term terminates during any  part  of  a
     calendar  year, Tenant shall be responsible  for  such  Real
     Estate Taxes for only that portion of the calendar year  for
     which  Tenant  is  responsible to pay Basic Rent  hereunder.
     However, the amount of Real Estate Taxes attributable to the
     Leased Premises for which Tenant shall reimburse Landlord in
     part  shall  be  less any abatements, discounts  or  refunds
     thereon.  In paying such Real Estate Taxes, Landlord  agrees
     to  take  full advantage of any and all available discounts,
     and  Tenant shall not be obligated to pay any portion of any
     penalty or interest for delinquent payment, nor shall Tenant
     be obligated to pay any portion of sums owed by Landlord due
     to  failure  of Landlord to take advantage of any  discount.
     Tenant  shall reimburse Landlord for such Real Estate  Taxes
     within  thirty  (30)  days of receipt  from  Landlord  of  a
     receipted  tax bill (or in the alternative copy of  the  tax
     bill  and  a  copy  of Landlord's check to  the  appropriate
     governmental  agency  or  authority)  evidencing  Landlord's
     payment thereof to the taxing authority.

     b)    Tenant shall have the right, at Tenant's sole expense,
     to  contest  the  amount or validity, or otherwise  seek  an
     exemption or abatement, of any Real Estate Taxes or to  seek
     a reduction in the valuation of the Leased Premises assessed
     for purposes of Real Estate Taxes by appropriate proceedings
     diligently conducted in good faith, provided that (i) Tenant
     shall  first have notified Landlord in writing of its intent
     to  do  so  and  (ii) such contest will not  result  in  the
     foreclosure,  loss or forfeiture of the Leased Premises,  or
     any portion thereof In any instance where any such action or
     proceeding is being undertaken by Tenant, Landlord shall (i)
     cooperate  with Tenant, (ii) execute any and  all  documents
     required  in connection therewitl1 and (iii) if required  by
     any  law, rule or regulation of the taxing authority,  shall
     join  with  Tenant  in  the  prosecution  thereof  Upon  the
     termination  of the proceedings set forth above (unless  the
     taxing  authority requires that Real Estate  Taxes  be  paid
     under  protest  prior to commencement of such  proceedings),
     Tenant shall pay the applicable Real Estate Taxes as finally
     determined  in  such  proceedings, the  payment  or  partial
     payment   of  which  may  have  been  deferred  during   the
     prosecution of such proceedings. Tenant shall be entitled to
     a refund of any overpayment of Real Estate Taxes relating or
     allocable to the Leased Premises, as well as a reimbursement
     from the appropriate taxing authority of all costs, fees and
     expenses it incurs in such protest or reassessment

     c)    For  purposes  of this Lease, the term  '"Real  Estate
     Taxes"  shall  mean  all  general  real  estate  taxes   and
     assessments  and  other ad valorem taxes, rates  and  levies
     paid  upon  or  with respect to the Leased  Premises  for  a
     calendar year or a portion thereof to any


                               14



     governmental   agency   or   authority   and   all   charges
     specifically  imposed  in  lieu  of  any  such  taxes,   but
     specifically  excluding "roll-back" taxes or  other  similar
     land  use  charges. Nothing contained in  this  Lease  shall
     require Tenant to pay any local, county, municipal, state or
     federal  income, franchise, corporate, estate,  inheritance,
     succession,  capital  levy,  business  or  transfer  tax  of
     Landlord, or any local, county, municipal, state or  federal
     income,  profits, gross receipts, sales or  renewal  tax  or
     charge  upon  the  rent or other charges payable  by  Tenant
     under this Lease-

d)   Landlord and Tenant understand and acknowledge that  certain
     credits,  exemptions,  refunds  or  abatements  against  tax
     obligations of Tenant and/or Landlord, whether with  respect
     to  Real Estate Taxes, personal property taxes, sales taxes,
     use  taxes,  gross  receipts taxes,  income  taxes,  payroll
     taxes, value added taxes or other taxes (collectively,  "tax
     benefits"),  as  well  as  incentive  payments  or   credits
     directly   or   indirectly  from  governmental   authorities
     ("incentive payments") may become available as a  result  of
     the  construction,  use, occupancy or  conduct  of  Tenant's
     business  at the Leased Premises, or the decision of  Tenant
     to  establish  and/or  operate  a  business  at  the  Leased
     Premises. The full amount of such tax benefits and incentive
     payments shall be the property of Tenant. In the event  that
     any  such  tax  benefit or incentive payment  is  -paid  to,
     accrues  to  the  benefit of, or is  otherwise  received  by
     Landlord, at Tenant's option:

          i)    Landlord  shall immediately account for  and  pay
     over  the  full  amount  of such tax  benefit  or  incentive
     payment to Tenant; or

          ii)   Tenant  may offset the full amount  of  such  tax
     benefit  or  incentive payment against Basic  Rent  and  any
     other charges payable by Tenant to Landlord hereunder.

     Landlord  shall  cooperate  with  Tenant  and  execute   any
     documents, forms, or applications as reasonably requested by
     Tenant  in order to enable Tenant to obtain any tax benefits
     or incentive payments directly available to Tenant.

14)  DAMAGE OR DESTRUCTION.

     a)    If,  during  the Term, a fire or other casualty  shall
     render  the  whole  or  any portion of the  Leased  Premises
     untenantable, in Tenant's reasonable judgment,  and  if,  in
     Tenant's  reasonable  judgment,  the  Leased  Premises   can
     reasonably  be expected to be restored to substantially  the
     same  condition existing immediately prior to such  casualty
     within  one hundred eighty (180) days from the date of  such
     casualty,  Landlord  shall repair  and  restore  the  Leased
     Premises   to  substantially  the  same  condition  existing
     immediately  prior to such casualty within such one  hundred
     eighty (180) day period (subject to any delays caused  by  a
     "Force Majeure Event" [as hereinafter defined]. In the event
     that   Landlord   timely  completes   such   repair   and/or
     restoration,  this  Lease shall remain  in  full  force  and
     effect.  During the period during which such  repair  and/or
     restoration  is  being  performed,  rent  otherwise  payable
     hereunder shall abate in the proportion that the area of the
     Leased Premises rendered untenantable bears to the entire


                               15



     area  of  the  Leased Premises until the Leased Premises  is
     completely   restored,  repaired,   or   replaced   to   the
     satisfaction  of  Tenant; provided, however,  that  no  rent
     shall  be  payable  for any portion of the  Leased  Premises
     unless Tenant is able to conduct its usual business on  that
     portion  of the Leased Premises that remains tenantable.  In
     the  event  that  Landlord shall undertake to  perform  such
     repair and restoration of the Leased Premises, Tenant shall,
     prior  to  Landlord commencing such repair and  restoration,
     pay  Landlord with (i) all insurance proceeds and  (ii)  the
     amount of the difference between the insurance proceeds  and
     the full replacement cost of the Leased Premises.

     b)    If,  during  the Term, a fire or other casualty  shall
     render  the  whole  or  any portion of the  Leased  Premises
     untenantable, in Tenant's reasonable judgment,  and  if,  in
     Tenant's  reasonable  judgment, the Leased  Premises  cannot
     reasonably  be  expected to be repaired and restored  within
     one  hundred  eighty  (180)  days  from  the  date  of  such
     casualty,  then  Tenant may, by written notice  to  Landlord
     sent within sixty (60) days from the date of such casualty ,
     terminate  this Lease, which termination shall be  effective
     as of the date of such casualty.

     c)    If  any such fire or other casualty which renders  the
     whole  or  any  portion of the Leased Premises  untenantable
     occurs during the final Lease Year of the Initial Term or of
     any Option Period, Tenant may, within thirty (30) days after
     the  date  of such casualty, give written notice to Landlord
     of  Tenant's  intention to extend the Term pursuant  to  the
     next applicable Renewal Option provided for in Section 3  of
     this  Lease,  in which event Landlord shall be obligated  to
     repair  and/or  restore the Leased Premises as  provided  in
     this  Section 14. In the event Tenant shall not so elect  to
     extend  the Term, both Landlord and Tenant shall  each  have
     the  option  to terminate this Lease by written notice  from
     the  terminating party to the other party given within sixty
     (60)  days  after  the date of such casualty  and,  in  such
     event,  this  Lease shall terminate as of the date  of  such
     casualty.

     d)    If  this Lease is terminated pursuant to this  Section
     14,  Landlord shall promptly pay to Tenant any  prepaid  but
     unearned  Basic Rent and other charges paid  by  Tenant,  or
     Tenant  shall  promptly pay to Landlord any Basic  Rent  and
     other  charges  earned  and unpaid,  and  Tenant  shall  pay
     Landlord  (i) the amount of all insurance proceeds and  (ii)
     the  amount of the difference between the insurance proceeds
     and the full replacement cost of the Leased Premises.

     e)    If,  during  the Term, a fire or other casualty  shall
     damage  or  destroy any portion of the Leased  Premises  but
     shall  not  render  the  Leased  Premises  untenantable,  in
     Tenant's  reasonable judgment, Tenant shall repair all  such
     damage  or  destruction except to the extent fire  or  other
     casualty damages or destroys any structural elements of  the
     Leased  Premises  (as set forth in Section  10(b).  Landlord
     shall  repair  any damage or destruction to  the  structural
     elements  of  the Leased Premises (as set forth  in  Section
     10(b) within sixty (60) days from the date of such casualty;
     Tenant   shall  provide  Landlord  with  (i)  all  insurance
     proceeds associated with such damage or destruction  of  the
     structural  elements  of the Leased Premises  and  (ii)  the
     amount of the difference between the insurance proceeds  and
     the  cost  to repair any such damage or destruction  of  the
     structural elements of the Leased Premises.


                               16



     f)    If  Landlord  is required to repair  and  restore  the
     Leased  Premises pursuant to this Section 14, the applicable
     provisions   of   Section  2  above  and  the   Construction
     Provisions   shall  apply  with  respect  to   Landlord'   s
     construction  work  related to such repair  or  restoration.
     However,  if the nature of the damage is such that it  would
     be  impractical  to apply some or all of the  provisions  of
     Section  2  and  the Construction Provisions  to  Landlord's
     construction  work as mutually and reasonably determined  by
     Landlord and Tenant, then Landlord and Tenant shall agree on
     an  alternative  provision  or  provisions  which  shall  be
     incorporated  into  a  written agreement  executed  by  both
     Landlord and Tenant.

15)  CONDEMNATION.

     a)  If the whole of the Leased Premises shall be acquired or
     taken  by  eminent  domain condemnation or private  purchase
     under  threat thereof or in lieu thereof, including, without
     limitation,  the physical occupation of the Leased  Premises
     or  any  portion thereof or the filing of eminent domain  or
     condemnation papers by appropriate authorities (a "Taking"),
     then  this Lease and the Term shall automatically cease  and
     terminate  as of the date on which the condemning  authority
     or  private purchaser shall have the right to possession  of
     the  Leased  Premises  or any portion thereof  (the  "Taking
     Date").

     b)    If  any part of the Leased Premises shall be so  taken
     and  such  partial Taking shall render that portion  not  so
     taken  unsuitable, as determined by Tenant in its reasonable
     discretion,  for the purposes for which the Leased  Premises
     were  leased,  or  if any access, curb cut or  other  access
     point  on or to the Leased Premises is modified in a  manner
     which adversely and materially affects Tenant's business  or
     is  lost  as a result of any Taking, then Tenant shall  have
     the right to terminate this Lease by written notice sent  to
     Landlord within twelve (12) months after the Taking Date. If
     any  part of the Leased Premises shall be so taken and  this
     Lease  shall  not  be so terminated, then this  Lease  shall
     continue in full force and effect except that the Basic Rent
     and all other charges payable by Tenant shall be reduced  in
     the  same  proportion that the gross leasable  area  of  the
     portion of the Leased Premises that has been taken bears  to
     the  total gross leasable area of the entire Leased Premises
     and  Landlord  shall, within thirty (30)  after  the  Taking
     Date, commence to make all necessary repairs and alterations
     to  restore the untaken portion of the Leased Premises to as
     near  its  former  condition as practicable  such  that  the
     untaken   portion  of  the  Building  will  be  a   complete
     architectural unit. In its performance of such repair and/or
     restoration work pursuant to this Section 15, the applicable
     provisions   of   Section  2  above  and  the   Construction
     Provisions   shall  apply  with  respect  to   Landlord'   s
     construction  work  related to such repair  or  restoration.
     However,  if the nature of the damage is such that it  would
     be  impractical  to apply some or all of the  provisions  of
     Section  2  and  the Construction Provisions  to  Landlord's
     construction  work as mutually and reasonably determined  by
     Landlord and Tenant, then Landlord and Tenant shall agree on
     an  alternative  provision  or  provisions  which  shall  be
     incorporated  into  a  written agreement  executed  by  both
     Landlord and Tenant.



                               17




     c)   If this Lease is terminated as provided in this Section
     15,  Landlord shall promptly pay to Tenant any  prepaid  but
     unearned  Basic  Rent  and other charges,  or  Tenant  shall
     promptly  pay  to Landlord any Basic Rent and other  charges
     earned and unpaid.

     d)    In  the  event  of  a  Taking,  whether  permanent  or
     temporary, of any pylon or monument sign (as contemplated by
     Section   8(b)   above)   on  whim  Tenant   has   installed
     identification  panels, Tenant shall  provide  a  substitute
     site  (reasonably acceptable to Tenant) therefor,  within  a
     reasonable  period  of time after such Taking.  If  Landlord
     shall receive compensation from the condemning authority for
     such  Taking  of  any  such sign, Landlord  shall  pay  said
     compensation  to  Tenant  within  fifteen  (15)  days  after
     Landlord's receipt thereof.

     e)    In  the event of a Taking as described in this Section
     15,  Tenant shall be entitled to claim compensation from the
     condemning  authority  for (i) the value  of  its  leasehold
     estate in the Leased Premises and (ii) damages occurring  by
     reason  of the Taking, including but not limited to loss  of
     good  will  or  future  profits or in  respect  of  Tenant's
     Personal  Property, the cost or expense for the  repair  and
     removal  of  such  Personal Property, moving  or  relocation
     expenses,  and  any  other items  to  which  Tenant  may  be
     entitled under applicable law.

16)  TENANT'S DEFAULT:

     a)    The following shall constitute an event of default  by
Tenant hereunder (an 'Even of Tenant Defaulft);

          i)    Tenant's  failure to make any  payment  of  money
          required  by this Lease (including, without limitation,
          Basic  Rent or Real Estate Taxes) (subject to  Tenant's
          right  of  good  faith contest), within ten  (10)  days
          after  Tenant's receipt of written notice from Landlord
          to Tenant that same is overdue; or

          ii)   Tenant's failure to observe or perform any  other
          material  provision  of this Lease within  thirty  (30)
          days  after  Tenant's  receipt of written  notice  from
          Landlord   to   Tenant  specifying  such  default   and
          demanding that the same be cured; provided that if such
          default  cannot  with  due diligence  be  wholly  cured
          within  such thirty (30) day period, Tenant shall  have
          such  longer period as is reasonably necessary to  cure
          the  default,  so long as Tenant proceeds  promptly  to
          commence  the cure of same within such thirty (30)  day
          period   and   diligently  prosecutes   the   cure   to
          completion.

     b)   Upon  the occurrence of an Event of Tenant Default,  at
          Landlord's  option, in addition to any  and  all  other
          remedies  which  it may have at law  and/or  in  equity
          (except  as  provided below), and without  its  actions
          being  deemed  an election of remedies  or  a  cure  of
          Tenant's default, Landlord may (a) terminate this Lease
          or   (b)  re-enter  the  Leased  Premises  by  judicial
          proceeding,  expel Tenant and remove all property  from
          the  Leased Premises, and relet the Leased Premises  at
          the  best possible rent obtainable and receive the rent
          there  from  In  the event Landlord relets  the  Leased
          Premises, all rentals received


                               18



          by  Landlord shall be applied, first. to the payment of
          any  indebtedness  other  than  Basic  Rent  and  other
          charges  due hereunder from Tenant to Landlord; second,
          to  the  payment  of  any costs and  expenses  of  such
          reletting, excluding tenant upfit costs; third, to  the
          payment of Basic Rent and other charges due and  unpaid
          hereunder;  and the residue, if any, shall be  held  by
          Landlord  and  applied in payment of any  future  Basic
          Rent  and/or  other  charges due and unpaid  hereunder.
          Tenant   shall  remain  liable  to  Landlord  for   the
          deficiency,  if  any, between the Basic  Rent  and  all
          other  charges payable by Tenant pursuant to this Lease
          and  the rent and all other charges payable by the  new
          tenant  pursuant to the new lease obtained by  Landlord
          on   reletting.  In  the  event  this  Lease  sha1l  be
          terminated  as  provided above, Landlord,  its  agents,
          servants or representatives may immediately or  at  any
          time   thereafter   peaceably   re-enter   and   resume
          possession  of  the  Leased  Premises  and  remove  all
          persons    and   property   therefrom,    by    summary
          dispossession  proceedings.  The  various  rights   and
          remedies  reserved to Landlord herein  are  cumulative,
          and  Landlord  may pursue any and all such  rights  and
          remedies, whether at the same time or otherwise (to the
          extent  not  inconsistent with specific  provisions  of
          this Lease); provided that Landlord shall have the duty
          in any instance to mitigate its damages with respect to
          any  Event of Tenant Default. Notwithstanding  anything
          herein  to the contrary, (i) Landlord expressly  waives
          its right to forcibly dispossess Tenant from the Leased
          Premises,  whether  peaceably  or  otherwise,   without
          judicial  process,  such that  Landlord  shall  not  be
          entitled  to  any  "commercial lockout"  or  any  other
          provisions of applicable law which permit landlords  to
          dispossess  tenants from commercial properties  without
          the  benefit of judicial review and (ii) Landlord shall
          in no event have any right to accelerate the Basic Rent
          or any other charges payable by Tenant hereunder.

17)  LANDLORD'S DEFAULT.

     a)    The following shall constitute an event of default  by
     Landlord hereunder (an "Event of Landlord Defaulf')

          (i)   Landlord's failure to make any payments of  money
          due  Tenant  or  any  third party,  including  but  not
          limited  to  the  payment of the brokerage  commissions
          pursuant  to Section 28(s) below, within ten (10)  days
          after  the  receipt of written notice from Tenant  that
          same is overdue; or

          (ii)  Landlord's  failure  to perform  any  nonmonetary
          obligation  of  Landlord hereunder within  thirty  (30)
          days  after  receipt of written notice from  Tenant  to
          Landlord specifying such default and demanding that the
          same  be  cured; provided that, if such default  cannot
          with  due diligence be wholly cured within such  thirty
          (30) day period, Landlord shall have such longer period
          as  may be reasonably necessary to cure the default, so
          long as Landlord proceeds promptly to commence the cure
          of   same  within  such  thirty  (30)  day  period  and
          diligently  prosecutes  the  cure  to  completion   and
          provided  further  that in the case  of  an  emergency,
          Tenant shall be required to give only such notice as is
          reasonable under the circumstances.




                               19




          b)   Upon the occurrence of an Event of Landlord Default, at
            Tenant's option, in addition to any and all other remedies which
            it may have at law and/or in equity, and without its actions
            being deemed an election of remedies or a cure of Landlord's
            default, Tenant may do all or any of the following:

          (i)    pay  or  perform  such  obligations  and  offset
          Tenant's actual cost of performance, including any  and
          all  transaction costs and attorneys' fees, against the
          Basic  Rent  and any and all other amounts and  charges
          due Landlord hereunder; or

          (ii)       withhold  Basic Rent and any other  payments
          due  to  Landlord under this Lease until such Event  of
          Landlord Default, transaction costs and attorneys' fees
          specified  in  subsection  (i)  above,  is   cured   by
          Landlord; or

          (iii)      terminate this Lease and/or sue for damages,
          including   transaction  costs  and   attorneys'   fees
          specified in subsection (i) above.

          With  respect to a breach by Landlord of the provisions
     of  Section  18  below,  Tenant shall  be  entitled  to  any
     remedies  provided  therein, in addition to  those  remedies
     provided herein.

          The  various  rights  and remedies reserved  to  Tenant
     herein  are  cumulative, and Tenant may pursue any  and  all
     rights  and remedies, whether at the same time or otherwise.
     Notwithstanding  the  foregoing,  a  delay  by   Tenant   in
     exercising its cure rights or other remedies hereunder shall
     not  be  deemed  a  Force  Majeure  Event  for  purposes  of
     extending   the  date(s)  established  for  performance   by
     Landlord.

     c)    Any  offset made by Tenant against Basic Rent  or  any
     other  charges  otherwise due by Tenant hereunder  shall  be
     without  liability to Tenant, shall not constitute a default
     on behalf of Tenant and shall not affect any other rights or
     remedies  Tenant may have against Landlord  for  failure  to
     comply with the provisions herein.

18)  NON-COMPETITON.

     a)    Neither Landlord nor any stockholder, member, partner,
     beneficiary,  successor,  assign,  personal  representative,
     heir, subsidiary or affiliate of Landlord, nor any person(s)
     or  entity(ies)  having  a direct or  indirect  interest  in
     Landlord, shall, for as long as this Lease remains in  force
     and  effect, either directly or indirectly, own,  occupy  or
     operate, or sell, lease or otherwise transfer to any  person
     or  entity  , or permit any person or entity to occupy,  any
     land,  building, premises or space, whether presently  owned
     or  hereafter acquired, located within two (2) miles of  the
     Leased Premises for the purpose of (i) conducting thereon  a
     business  similar to that being conducted by Tenant  on  the
     Leased  Premises  or (ii) the sales, display  or  rental  of
     automotive  parts, accessories, supplies and/or  maintenance
     items.  In  addition, neither Landlord nor any  stockholder,
     member,  partner,  beneficiary, successor, assign,  personal
     representative, heir, subsidiary or affiliate  of  Landlord,
     nor any person(s) or entity(ies) having a direct or indirect
     interest in


                               20



     Landlord, shall lease, sell or otherwise transfer or  convey
     any  such  premises adjacent to and/or contiguous  with  the
     Leased  Premises without imposing thereon a  restriction  to
     secure compliance herewith, or permit any tenant or occupant
     of any such premises or any part thereof to sublet or assign
     in  any manner, directly or indirectly, any part thereof  to
     any person" firm, corporation or other entity engaged in any
     such  business  described above, without the  prior  written
     consent  of Tenant, which consent may be withheld by Tenarit
     in Tenant's sole discretion.

     b)    Tenant  shall, in the event that there is a breach  of
     any of the provisions of this Section 18, have the following
     rights and remedies, none of which shall be exclusive of the
     other  remedies or any other remedy otherwise  available  to
     Tenant:

          i)    Tenant  may institute proceedings to  enjoin  the
     violation;

          ii)   If  such breach continues for a period of  thirty
          (30)  days after written notice thereof shall have been
          given  by  Tenant to Landlord, Tenant may, at any  time
          thereafter, elect to terminate this Lease and, on  such
          election, this Lease shall, on the date stated  in  the
          notice  of  such  election, be terminated,  and  Tenant
          shall  be released and discharged of and from  any  and
          all further liability hereunder;

          iii)      Landlord shall protect, defend, indemnify and
          hold   Tenant   harmless  from  all  losses,   damages,
          liabilities,  costs  and expenses  (including,  without
          limitation, reasonable attorneys' fees and court costs)
          sustained   or   incurred  in   connection   with   any
          proceedings  instituted by Tenant as a  result  of  any
          such breach..

19)  ENVIRONMENTAL :

     a)   As used herein, the term "hazardous Substance" includes
     petroleum,  natural  or  synthetic  gas  products  and   any
     hazardous, toxic or dangerous waste, pollutant, contaminant,
     substance  or  material  defined as  such  in,  or  for  the
     purposes   of,  the  "Environmental  Laws"  (as  hereinafter
     defined).  For  the  purposes  of  this  Lease,   the   term
     "Environmental  Laws"  means any  environmental,  health  or
     safety  law, rule, regulation, ordinance, order  or  decree,
     including,    without    limitation,    the    Comprehensive
     Environmental Response, Compensation and Liability  Act,  as
     amended,  the  Resource Conservation and  Recovery  Act,  as
     amended,  any "Superftmd" or "Super Lien" law or  any  other
     federal,  state,  county or local statute,  law,  ordinance,
     code, rule, regulation, order or decree regulating, relating
     to  or imposing liability or standards of conduct concerning
     any  petroleum,  natural or synthetic  gas  products  and/or
     hazardous,   toxic   or   dangerous   waste   pollutant   or
     contaminant, substance or material as may now  or  any  time
     hereinafter be in effect

     b)   Landlord represents, warrants and covenants that:

          (i)   to  the best of Landlord's knowledge and  belief,
     the  Leased Premises is in compliance with all Environmental
     Laws and no Hazardous Substances have been


                               21



released  or  threatened to be released upon, in, at,  around  or
under the Land or off- site locations within one (I) mile of  the
Land  that are owned, operated or controlled by Landlord  or  any
party  related to Landlord to any degree, except as disclosed  in
the Phase I Report (as defined in Section 19(c)

          (ii)  to  the best of Landlord's knowledge and  belief,
     there  is not now, pending or threatened, any action,  suit,
     investigation or proceeding against Landlord or the Land, or
     against any other property relating to the Land, seeking  to
     enforce a right or remedy 1Blder common law or under any  of
     the Environmental Laws;

          (iii) Landlord has, to the best of Landlord's knowledge
     and  belief, complied with and will continue to comply  with
     all  applicable Environmental Laws relating to or  affecting
     the   Leased   Premises   including,   without   limitation,
     Landlord's  business  operations  upon  or  off  the  Leased
     Premises  (including, without limitation, all  Environmental
     Laws with respect to the registration, testing and upgrading
     ofundergro1Bld or above ground storage tanks);

          (iv)  Landlord  has  not,  to the  best  of  Landlord's
     knowledge  and belief, and will not engage in any activities
     that  constitute  spilling, leaking, emitting,  discharging,
     injecting,  dumping or disposing of any Hazardous Substances
     into  the  environment on, above, below or  surrounding  the
     Leased Premises;

          (v)  to  the  best of Landlord's knowledge and  belief,
     there  is  no  asbestos. containing material on  the  Leased
     Premises;

          (vi)  Landlord has, to the best of Landlord's knowledge
     and  belief,  obtained, and will at all  times  continue  to
     obtain and maintain, all required environmental licenses and
     permits mlder the Environmental Laws that are necessary  for
     the  ownership  of  the Leased Premises (the  "Environmental
     Permits"),  and  Landlord has, to the best  of  Landlord'  s
     knowledge and belief, complied with and will comply with all
     other  governmental or regulatory requirements necessary  to
     comply with the Environmental Laws. Landlord is, to the best
     of  Landlord's knowledge and belief, in full compliance with
     the  terms  and provisions of the Environmental Permits  and
     will continue to comply with the terms and provisions of the
     Environmental Permits; and

          (vii)  to the best of Landlord's knowledge and  belief,
     there  are  no Hazardous Substances located on,  in,  at  or
     under the Leased Premises that exceed action levels.

     Landlord  agrees to indemnify and hold Tenant harmless  from
     any  and  all claims, damages, fines, judgments,  penalties,
     costs, liabilities or losses (including, without limitation,
     any  and  all sums paid for settlement of claims, attorneys'
     fees,  consultants' fees, and expert fees)  arising  at  any
     time from or in connection with (i) the presence or release,
     or suspected presence or release, of Hazardous Substances or
     asbestos-containing  materials  at,  in  or  on  the  Leased
     Premises unless the Hazardous Substances or asbestos.


                                        22


     containing materials are present solely as a result  of  the
     breach  by Tenant of the provisions of Section 19( d)  below
     or  (ii) the violation of any Environmental Laws unless such
     violation is due solely as a result of the breach by  Tenant
     of  the  provisions of Section 19(d) below. Without limiting
     the  foregoing, this indemnification (i) sha11  include  any
     and  all  costs  incurred due to any  investigation  of  the
     Leased  Premises  or  any cleanup, removal,  or  restoration
     mandated  by  any governmental authorities  and  (ii)  shall
     specifically  include  any and all costs  due  to  Hazardous
     Substances  that flow, diffuse, migrate, or percolate  into,
     onto, or under the Leased Premises.

          c)   Tenant's   obligations  under   this   Lease   are
     conditioned upon (i) the Land being in compliance  with  all
     Environmental Laws and (ii) the Land being free from any and
     all    Hazardous   Substances.   In   order   to   determine
     preliminarily  such compliance with Environmental  Laws  and
     the  lack  of  Hazardous Substances, Landlord  shall  within
     thirty  (30)  days  of  the date of this  Lease  obtain  and
     provide Tenant with a copy of a Phase I environmental report
     (the  "Phase  I  Report") to be prepared at Landlord's  sole
     cost  and  expense. In the event the Phase I Report reflects
     (i)  any  potential  non-compliance with Environmental  Laws
     and/or  (ii) the potential existence of Hazardous Substances
     on  or  under  the  Land, and the Phase I Report  recommends
     further  study, Landlord shall, within thirty (30)  days  of
     the   date  of  the  Phase  I  Report,  order  a  Phase   II
     environmental  report  (the "Phase n Report"  and,  together
     with the Phase I Report, the "Environmental Reports") to  be
     prepared  at  its  sole cost and expense. The  Environmental
     Reports shall be prepared by a qualified environmental  firm
     reasonably  acceptable to Tenant and shall be addressed  and
     certified  to  both  Landlord  and  Tenant  such  that  both
     Landlord  and Tenant shall be entitled to rely  thereon.  In
     the  event  the Environmental Reports reflect that  (i)  the
     Land is not in compliance with the Environmental Laws and/or
     (ii)  the  Land  is  not  free from any  and  all  Hazardous
     Substances, this Lease shall be null and void on  the  later
     of  the thirtieth (30yh) day after Tenant receives a copy of
     the   most  recent  of  the  Environmental  Reports  or  the
     thirtieth (30th day) after the Commencement Date unless  (i)
     Tenant  expressly waives, in writing, such nullification  or
     (ii)  Landlord  elects, by written notice  given  to  Tenant
     prior  to the expiration of such thirty (30) day period,  to
     have  the  non-compliance condition and/or the  presence  of
     Hazardous  Substances  remediated.  If  Landlord  elects  to
     undertake  any  such remediation, Landlord shall  diligently
     perform  such  remediation and this Lease  shall  remain  in
     effect  for  a period of one hundred and twenty  (120)  days
     subsequent  to the thirty (30) day period described  in  the
     previous sentence (the "Remediation Period") to permit  such
     remediation, but if such remediation has not been  completed
     by  the  end  of the Remediation Period this  Lease  may  be
     terminated by Tenant upon written notice to Landlord. .

     d)   Tenant  covenants  that,  during  the  period  of   its
     possession of the Leased Premises, Tenant and its  employees
     shall comply with all Environmental Laws that are applicable
     to  Tenant's  use of the Leased Premises. Tenant  agrees  to
     indemnify  and  hold  Landlord harmless  from  any  and  all
     claims,   damages,   fines,  judgments,  penalties,   costs,
     liabilities,  or losses (including, without limitation,  any
     and all sums paid for settlement of claims, attorneys' fees,
     consultants'  fees,  and expert fees) arising  at  any  time
     solely  as  a result of the violation by Tenant  and/or  its
     employees  of the foregoing covenant. Without limitation  of
     the  foregoing, this indemnification shall include  any  and
     all costs incurred


                                        23





by  Landlord  due to any investigation of the Leased Premises  or
any cleanup, removal, or restoration mandated by any governmental
authorities.
20) SUBORDINATION ESTOPPELS.
     a)  Simultaneously with the execution hereof, Landlord shall
     deliver  to  Tenant,  with regard to  any  and  all  "Ground
     Leases" (as hereinafter defined) and any and all "Mortgages"
     (as hereinafter defined) encumbering the Leased Premises  as
     of the Commencement Date of this Lease, a subordination, non-
     disturbance  and attomment agreement in the fofII1  attached
     hereto as Exhibit "C", executed by the lessor under any such
     Ground  Lease  ("Ground  Lessor")  or  the  holder  of  such
     Mortgage ("Mortgagee"), as applicable. Tenant shall have  no
     obligation  to  pay  Basic Rent or other  charges  hereunder
     until  such  subordination, non-disturbance  and  attornment
     agreement(s) are delivered to Tenant, whereupon Tenant shall
     pay  all  accrued Basic Rent and other charges due hereunder
     at  the  time of such delivery .In addition, throughout  the
     Term, Landlord shall deliver to Tenant a subordination, non-
     disturbance  and attornment agreement in the  form  attached
     hereto  as  Exhibit  "C" executed by any  Ground  Lessor  or
     Mortgagee  (as applicable) with regard to all future  Ground
     Leases  and  Mortgages  and with  regard  to  all  renewals,
     modifications,  replacements and extensions of  such  Ground
     Leases  or Mortgages. Upon Tenant's receipt of the  executed
     subordination,  non-disturbance  and  attornment  agreement,
     this  Lease shall be subordinate to the corresponding Ground
     Lease  or  Mortgage.  Landlord shall cause  any  present  or
     future Mortgagee to deliver a subordination, non-disturbance
     and  attornment  agreement in accordance with  this  Section
     20(a) at or prior to the time which the lien of the Mortgage
     is  filed  against record title to the Leased  Premises.  As
     used  in  this  Lease, the term "Mortgage"  shall  mean  any
     mortgage, deed to secure debt, deed of trust, trust deed  or
     other  collateral  conveyance of,  or  lien  or  encumbrance
     against, all or any portion of the Leased Premises, and  the
     term  "Ground Lease" shall mean any ground lease  or  master
     lease affecting all or any portion of the Leased Premises.
     b)  Tenant  shall, at all reasonable times,  upon  at  least
     thirty  (30)  days'  prior  written  notice  from  Landlord,
     provide  Landlord with an estoppel certificate in  the  form
     attached hereto as Exhibit "E. "
     c)  No  Personal  Property of Tenant  shall  be  subject  to
mortgage liens of Landlord.
21)   TENANT'S  PROPERTY AND WAIVER OF LANDLORD'S  LIEN.  All  of
Tenant's  Personal  Property, except that  which  is  permanently
attached, and inventory shall be and remain the personal property
of  Tenant and shall be removable by Tenant any time prior to the
expiration  or earlier termination of this Lease. Notwithstanding
anything  contained  herein to the contrary , Landlord  expressly
waives its statutory or common law landlord's liens (as same  may
be enacted or may exist from time to time) and any and all rights
granted under any present or future laws to levy or distrain  for
rent  (whether  in  arrears or in advance) against  the  Personal
Property and further agrees to execute any reasonable instruments
evidencing  such  waiver,  at any time or  times  hereafter  upon
Tenant's request.
                                             24

22)  TENANT'S FINANCING. Notwithstanding any other provisions  of
this Lease, Tenant may, without Landlord's consent, from time  to
time,  secure  financing or general credit lines  and  grant  the
lenders thereof, as security therefor, (i) a security interest in
the  Personal  Property  , (ii) the right  to  enter  the  Leased
Premises to realize upon any Personal Property so pledged, and/or
(iii)  a collateral assignment of Tenant's leasehold interest  in
the  Leased  Premises,  with  rights of  reassignment;  provided,
however,  such collateral assignment may be made solely  for  the
purpose of securing Tenant' s indebtedness .
23)   COMPLIANCE WITH APPLICABLE LAWS AND PERMI1TED ENCUMBRANCES.
During  the Term, Landlord and Tenant shall comply with  (i)  all
lawful requirements of the local, county and state health boards,
police and fire departments, municipal and state authorities  and
any  other  governmental authorities with jurisdiction  over  the
Leased   Premises  and  (ii)  any  covenants,  restrictions   and
requirements contained in the Permitted Encumbrances,  respecting
Tenant's use and occupancy of the Leased Premises.
24)   NOTICES. Notices under this Lease shall be in  writing  and
shall  be  deemed  properly  served and  received:  (i)  two  (2)
business days after being deposited in the United States mail, as
certified  or registered mail, return receipt requested,  bearing
adequate postage, (ii) one (1) business day after being deposited
with   a  reputable  overnight  delivery  carrier  (e.g.  Federal
Express,  Airborne,  UPS, Express Mail) for guaranteed  next  day
delivery  with  a  request  that the  addressee  sign  a  receipt
evidencing   delivery  or  (iii)  upon  receipt   if   personally
delivered. Rejection or other refusal to accept or the  inability
to  deliver  because of changed address of which  no  notice  was
given shall be deemed to be receipt of the notice as of the  date
of such rejection, refusal or inability to deliver. Notices shall
be addressed as follows:
To Landlord at:          Meyer-Lamph Development Group, Ltd.
                    5111 North McColl Road
                    McAllen, TX 78504
To Tenant at:            Advance Stores Company, Incorporated
                    P.O. Box 2710
                    Roanoke, Virginia 24001
                    Attn: Real Estate Department
for overnight delivery:  5673 Airport Road
                    Roanoke, V A 24012
                    Attn: Real Estate Department
With a copy to:          Advance Stores Company, Incorporated
                    5673 Airport Road
                    Roanoke, VA 24012
                    Attn: Legal Department
or  to  any  other address furnished in writing  by  any  of  the
foregoing. However, any change of address furnished shall  comply
with the notice requirements of this Section 24 and shall include
a  complete outline of all current addresses to be used  for  all
parties.
                                        25

25)    NO  LIENS. Should any lien of any nature be filed  against
the Leased Premises, the party on accoill1t of whose actions such
lien  has been filed shall, within thirty (30) days after receipt
of written notice of such lien, cause such lien to be removed, or
otherwise protected against execution during good faith  contest,
by substitution of collateral, posting a bond therefor, escrowing
of  adequate  funds  to cover the claim and  related  transaction
costs  or  such  other  method  as  may  be  permissible  ill1der
applicable  title insurance regulations and reasonably acceptable
to the other party hereto.

26)   COVENANT  OF QUIET ENJOYMENT. Landlord covenants,  warrants
and  represents that Tenant, upon paying the rent herein reserved
and  perfon11ing  the  covenants  and  agreements  hereof,  shall
peaceably  and  quietly have, hold and enjoy the Leased  Premises
during  the  Term.  No  third party has  the  right  to  prohibit
Tenant's  tenancy hereunder, to prohibit Tenant or its employees,
customers  and/or  invitees from using  the  Leased  Premises  in
accordance  with  the terms of this Lease or  to  consent  to  or
approve  (excepting  governmental agencies) any  feature  of  the
Leased   Premises  or  Tenant's  signage.  There  shall   be   no
restrictions  of any kind during the Te11Il that  could  prevent,
limit  or  restrict the use of the Leased Premises in  accordance
with the terms of this Lease, including, without limitation,  (x)
the  operation  of  a retailer of automotive parts,  accessories,
supplies and/or maintenance items and (y) truck deliveries to the
Leased Premises during Tenant's business hours. No signboards  or
other  construction  which  obstructs  the  view  of  the  Leased
Premises  from  adjoining public streets shall be erected  during
the  Term  upon any property owned, leased, operated or otherwise
controlled  by  Landlord  or  any stockholder,  member,  partner,
beneficiary  , successor, assign, personal representative,  heir,
subsidiary  or  affiliate  of  Landlord,  or  any  person(s)   or
entity(ies)  having  a direct or indirect interest  in  Landlord.
Notwithstanding the foregoing, in the event that  an  intentional
or  negligent act or omission or violation of any applicable law,
rule  or  regulation by Tenant, or any assignee  (to  the  extent
Tenant  remains  liable  ill1der  this  Lease  subsequent  to  an
assignment pursuant to Section 9) or subtenant of Tenant  results
in  the  limitation  or  restriction of its  use  of  the  Leased
Premises, neither Tenant nor any such assignee or subtenant shall
be able to claim such limitation or restriction to be an Event of
Landlord Default hereunder.

27)  SURRENDER: HOLDING OVER

          a)  Upon  expiration  of  this Lease,  or  its  earlier
          termination,  Tenant will surrender possession  of  the
          Leased  Premises  (except for any and all  of  Tenant's
          Personal Property removed from the Leased Premises)  to
          Landlord  in broom clean condition, except for ordinary
          wear and tear and loss by fire or other casualty or  by
          a "Taking" (as hereinafter defined).

          b)  If  Tenant shall remain in possession of the Leased
          Premises  or any part thereof after expiration  of  the
          Term  without an agreement in writing between  Landlord
          and Tenant with respect thereto, Tenant shall be deemed
          a  tenant  from month to month upon the same terms  and
          conditions  as contained in this Lease. Notwithstanding
          the foregoing, Tenant shall pay Landlord, as rental  on
          the  Leased Premises for any period that Tenant remains
          in  possession of the Leased Premises after  expiration
          of the Term, an amount equal to one hundred ten percent
          (110%)  of  the Basic Rent which Tenant would otherwise
          have paid if the Term had not expired for each month or
          any portion thereof in which Tenant occupies the Leased
          Premises after the expiration of the Term.

                                                  26


28)  MISCELLANEOUS PROVISIONS.

          a)    Time  of  Essence. Time is of  the  essence  with
          respect to any time periods or dates referenced in this
          Lease with respect to both Landlord and Tenant.

          b  )  Confidentiality .Except for documents that are or
          will  be a matter of public record or information which
          the  other  party  has  agreed to  in  writing  may  be
          disclosed,  the  parties  hereto,  including,  but  not
          limited to, their heirs, successors, assigns and  legal
          representatives,  agree to use  their  best  reasonable
          efforts  to maintain the confidentiality of, and  shall
          not   disclose  to  any  third  party  (except  to   an
          accountant, attorney, potential purchaser, tax preparer
          for tax return preparation or lender to the extent such
          person  agrees  to  be  bound by  this  confidentiality
          provision),   any   terms  of   this   Lease   or   any
          correspondence,  documents and/or  things  relating  to
          this   Lease,   unless   such  terms,   correspondence,
          documents  and/or  things are legally  required  to  be
          disclosed.  This confidentiality agreement  extends  to
          any    developers,   bankers,   lawyers,   accountants,
          employees, agents or any other persons acting on behalf
          of   the   parties  hereto.  Notwithstanding   anything
          contained herein to the contrary , any breach  of  this
          confidentiality agreement shall constitute an automatic
          Event  of Default without notice or cure provided,  for
          which  either party may recover damages as  their  sole
          remedy  and for which neither party can terminate  this
          Lease.

          c)    Identity of Interest. Nothing contained  in  this
          Lease  shall be construed to make Landlord  and  Tenant
          partners  or joint venturers or to render either  party
          liable  for the debts or the obligations of the  other.
          The only relationship created by this Lease between the
          parties is that of landlord and tenant.

          d)     Third  Party  Beneficiaries.  Except  as  herein
          specifically provided, no person, subtenant,  customer,
          employee  or invitee or any other third party shall  be
          deemed  to be a third party beneficiary of any  of  the
          provisions herein.

          e)    Partial  Invalidity .If any  section,  paragraph,
          subparagraph, sentence, clause or phrase of this  Lease
          shall    be    declared    or   judged    invalid    or
          unconstitutional,  such  declaration  or   adjudication
          shall   not  affect  the  other  sections,  paragraphs,
          subparagraphs,  sentences, clauses or phrases  of  this
          Lease,  all  of  which shall remain in full  force  and
          effect.

          Memorandum  of Lease: Declaration. Simultaneously  with
     the execution of this Lease, Landlord shall (i) cause to  be
     prepared  and  executed, at its expense,  a  short  form  or
     memorandum  of  this  Lease in the form attached  hereto  as
     Exhibit "F" (the "Lease Memorandum") and (ii) submit same to
     Tenant.  In the event a Lease Memorandum cannot be  recorded
     in  the  State or locality in which the Leased  Premises  is
     located  due  to  legal  or  financial  considerations,   as
     determined   by   Tenant  in  its  sole  discretion,   after
     consultation  with Landlord concerning the  requirements  of
     said  State  or locality , Landlord shall (i)  cause  to  be
     prepared and executed, at its expense, a Declaration of

                                             27


     Covenants,  Conditions  and  Restrictions  encumbering   the
     Leased  Premises and any other real property owned,  leased,
     operated or otherwise controlled by Landlord and/or  related
     entities and located adjacent to or within two (2) miles  of
     the  Leased  Premises,  the form  of  which  Declaration  is
     attached hereto as Exhibit "a" (the "Declaration") and  (ii)
     submit  same  to Tenant. Landlord shall record, at  Tenant's
     expense,   such   Lease  Memorandum   or   Declaration,   as
     applicable. The provisions of this Lease shall control  with
     regard to any omissions from, or provisions hereof which may
     be   in   conflict  with,  the  Lease  Memorandum   or   the
     Declaration. Notwithstanding the foregoing, this Lease shall
     not be recorded in any office or place of public record, and
     if  either party shall record this Lease or cause or  permit
     the same to be recorded, such act may be treated as a breach
     of  this  Lease by such recording party .Upon the expiration
     or  earlier  termination of this Lease, the  parties  hereto
     shall  execute  a mutually acceptable agreement  terminating
     the Lease Memorandum or the Declaration, as applicable.

     g)    Notices Affecting the Leased Premises. Landlord  shall
     promptly forward to Tenant any notice or other communication
     affecting the Leased Premises received by Landlord from  any
     owner  of  property adjoining, adjacent  or  nearby  to  the
     Leased  Premises  or  from  any  municipal  or  governmental
     authority  ,  in  connection  with  any  hearing  or   other
     administrative procedure relating to the use or occupancy of
     the Leased Premises or any such neighboring property .

     h)   Headings:   Gender.  The  section  headings   are   for
     convenience and are not a part of this Lease. The masculine,
     feminine or neuter gender and the singular or plural  number
     shall  be deemed to include the others whenever the  context
     so requires or indicates.

     i)  No  Waiver.  The failure of either party  to  insist  in
     anyone  or more instances upon a strict performance  of  any
     covenant  of this Lease or to exercise any option  or  right
     herein  contained  shall not be construed  as  a  waiver  or
     relinquishment for the future enforcement of such  covenant,
     right or option, but the same shall remain in full force and
     effect, unless the contrary is expressed in writing by  such
     party.

     j)   Force   Majeure.   Except  as  otherwise   specifically
     contemplated  in this Lease, in the event that  Landlord  or
     Tenant  shall be delayed or hindered in, or prevented  from,
     the  performance of any act required hereunder by reason  of
     strikes,  lockouts,  labor troubles,  inability  to  procure
     materials,  delay by the other party, failure  of  power  or
     unavailability  of  utilities,  riots,  insurrection,   war,
     terrorism or other reason of a like nature not the fault  of
     such party or not within its control (each, a "Force Majeure
     Event"),  then performance of such act shall be excused  for
     the  period of delay, and the period for the performance  of
     any  such  act shall be extended for a period equivalent  to
     the  period  of  such  delay; provided, however,  the  party
     claiming  a  delay by reason of a Force Majeure Event  shall
     notify  the  other  party  within  five  (5)  business  days
     following the onset of the Force Majeure Event.

     k)  Pre-existing Conditions. Nothing contained in this Lease
     shall  be construed to impose any responsibility upon Tenant
     with regard to any loss, injury or other claim arising as  a
     result  of any condition that existed on the Leased Premises
     at  the time of Tenant's taking possession thereof. Landlord
     shall use its best efforts to restrict Lamar


                                             28



Companies from advertising with any entity whose primary  use  is
the  display, storage, and sale of automotive parts, accessories,
supplies, and/or maintenance items.

     I)    No  Offer. Tenant's delivery to a prospective landlord
     of  this form of Lease shall not be deemed an offer to lease
     even  though  such  form may have been  completed  in  every
     respect.

     m)    Choice  of  Law.  This Lease  shall  be  construed  in
accordance with and governed by the laws of the State.

     n)    Binding Effect. This Lease shall inure to the  benefit
     of  and  be  binding  upon Landlord  and  Tenant  and  their
     respective    heirs,   executors,   legal   representatives,
     successors and assigns.

     o)    No Construction Against Drafting Party  This Lease has
     been  prepared by Tenant and its professional  advisors  and
     reviewed by Landlord and its professional advisors.  Tenant,
     Landlord and their separate advisors believe that this Lease
     is  the  product of all of their efforts, that it  expresses
     their  agreement, and that it showed not be  interpreted  in
     favor  of either Tenant or Landlord or against either Tenant
     or Landlord merely because of their efforts in preparing it.

     p  )   Entire  Agreement:  Amendment.  This  Lease  and  the
     attached  exhibits  constitute the entire agreement  between
     Landlord and Tenant with respect to the Leased Premises, and
     all   negotiations,   considerations,  representations   and
     understandings  between Landlord and  Tenant  prior  to  the
     execution  of  this Lease are incorporated  herein.  Neither
     this  Lease  nor  any  of  its provisions  nor  any  of  the
     documents creating the Permitted Encumbrances set  forth  in
     "Exhibit H" may be amended, modified, waived, discharged  or
     terminated except by an instrument in writing signed by  the
     parties hereto.

     q)    Trademarks  and  Trade Names.  All  trademarks,  trade
     names,   service  marks,  signs  and  all  other  marks   of
     identification used by Tenant in its business shall  at  all
     times remain -the exclusive property of Tenant, and Landlord
     shall  have  no  right, interest in,  or  title  to  any  of
     Tenant's  trademarks, trade names, service marks,  signs  or
     other marks of identification.

     r)    Holidavs.  If the day on which any rent or  any  other
     payment  due  hereunder is payable falls on  a  Saturday  or
     Sunday  or on a legal holiday , it shall be payable  on  the
     following business day.

     s)    Brokers. Tenant and Landlord warrant each to the other
     that  it  has  had no dealings with any broker or  agent  in
     connection with this lease, and each party covenants to pay,
     hold  harmless and indemnify the other from and against  any
     and  all  costs, expenses or liability for any compensation,
     commissions and charges claimed by any broker or agent  with
     respect to this lease or the negotiation thereof.

     t)    Counterparts. This Lease may be executed in more -than
     one  counterpart, each of which shall be deemed an  original
     but  all of which together shall constitute one and the same
     instrument.

                                             29
     u)    Exhibits.  The following Exhibits are attached  hereto
and incorporated herein by this reference:

EXHIBIT "A" -Survey of Land
EXHIBIT "B" -Construction Provisions
EXHIBIT   "C"  -Subordination,  Non-Disturbance  and   Attornment
Agreement
EXHIBIT "D" -Commencement Agreement
EXHIBIT "E" -Estoppel Certificate
EXHIBIT "F" -Lease Memorandum
EXHIBIT "G" -Declaration
EXHIBIT "H" -Permitted Encumbrances
EXHIBIT "I -1 " -Exterior Sign
EXHIBIT "I-2" PYLON Sign

                                             30

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

                                 LANDLORD:

                                 MEYER-LAMPH DEVELOPMENT GROUP LTD
                                 a Texas limited partnership
                                 By: DSL Management, LLC
                                 a Texas limited liability company,
                                 Its General Partner

                                 By /s/ Dale Meyer
                                 Name Dale Meyer
                                 Its President
                                 Date 1/27/05


                                 TENANT:

                                 ADVANCE STORES COMPANY,
                                 INCORPORATED, a Virginia corporation

                                 By:  /s/ Jimmie L Wade
                                 Name Jimmie L Wade
                                 Its President
                                 Date: 1/28/05






  STATE OF TEXAS    )
                    )SS
  COUNTY OF HIDALGO )


         The undersigned, a Notary Public, in and for the County and State
  aforesaid, does hereby certify, that Dale Meyer, personally known to me
  to be the President of DSL Management LLC General Partner of Meyer-
  Lamph Development Group LTD who acknowledged thaq he did sign the
  foregoing instrument and that the same is the fee act of and on
  behalf of said limited liability company and said limited partnership
  and the free act and deed of him personally and as such President
  appeared before me this day in perons and acknowledged under oath
  that as such President he signed and delivered the said instrument
  pursuant to authority duly given to him by said limited liability
  company and said limited partnership.

      Given under my hand and seal this 27th day of January, 2005


      [Notary Seal]                      /s/ Mary S Scott
                                             Notary Public







  COMMONWEALTH OF VIRGINIA    )
                              )SS
  COUNTY OF ROANOKE           )


        The undersigned a Notary Public in and for the County and State
     aforesaid, does hereby certify, that Jimmie L Wade President of
     Advance Stores Company Incorporated, a Virginia corporation, and
     personally known to me to be the same person whose name is
     subscribed to the foregoing instrument, appeared before me this day
     in person and acknowledged under oath that as such Presient, he
     signed and delivered the said instrument pursuant to authority duly
     given to him by said corporation.

        Given under my hand and seal this 28th day of January 2005.


        [Notary Seal]                            /s/ Darin M Shaz
                                                  Notary Public


                My Commission expires: 7-31-08