<PAGE>

                                                                   Exhibit 10.38

                               AGREEMENT OF LEASE

                                 by and between

                              SPARKS LOT SEVEN LLC

                                       and

                           DOVER SADDLERY RETAIL, INC.

                                Table of Contents

<TABLE>
<CAPTION>
Section  Heading                                                            Page
-------  -------                                                            ----
<S>      <C>                                                                <C>
   1     Terms...........................................................     1
   2     Rent............................................................     3
   3     Use of Premises.................................................     6
   4     Insurance and Indemnification...................................     8
   5     Improvements to Premises........................................    10
   6     Repairs and Maintenance ........................................    11
   7     Landlords Right of Entry........................................    12
   8     Fire and Other Casualties.......................................    12
   9     Condemnation....................................................    13
  10     Assignment, Subletting and Relocation...........................    14
  11     Rules and Regulations...........................................    15
  12     Subordination; Attornment and Non-disturbance...................    17
  13     Default.........................................................    17
  14     Estoppel Certificate............................................    19
  15     Quiet Enjoyment.................................................    20
  16     Notices.........................................................    20
  17     General.........................................................    20

                                      EXHIBITS

  A-1    Plat Showing the First Floor Space..............................    23
  A-2    Plat Showing the Second Floor Space.............................    24
  B      Commencement Date Agreement.....................................    25
  C      Retail Space Specifications ....................................    26
  D      Tenant Improvement Plans and Specifications ....................    27
  E      Budget..........................................................    28
  F      Park Fund, Lot 7, and Retail Pad Apportionment..................    29
  G      Sign Criteria...................................................    31
</TABLE>

<PAGE>

                               AGREEMENT OF LEASE

     THIS AGREEMENT OF LEASE (hereinafter "Lease") is made this 29th day of
March, 2006 by and between Sparks Lot Seven, LLC, having an address c/o Obrecht
Properties, LLC, 9475 Deereco Road, Suite 200, Timonium, Maryland 21093
(hereinafter "Landlord") and Dover Saddlery Retail, Inc., having an address at
525 Great Road, Littleton, Massachusetts 01460 (hereinafter "Tenant").

     WITNESSETH, THAT FOR AND IN CONSIDERATION of the mutual entry into this
Lease by the parties hereto, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged by each party hereto, the
Landlord hereby leases to the Tenant and the Tenant hereby leases from the
Landlord the agreed upon amount of 8,194 square feet of space in the
retail/office facility (hereinafter "Building") constructed on "Lot 7" of the
"Sparks Corporate Center", and having an address of 10 Fila Way, Sparks,
Maryland 21152 in the "Sparks Corporate Center" comprised of (i) 4,567 square
feet on the first floor of the Building (hereinafter "Retail Space") and (ii)
3,627 square feet on the second floor of the Building (hereinafter "Office
Space"), plus Tenant's proportionate share of the Building's utility rooms and
internal corridors. The Retail Space and the Office Space, reflected on the
plats marked Exhibits A-1 and A-2 attached hereto and made a part hereof, may
hereinafter be collectively referred to as the "Premises". The Premises, the
Building, Lot 7 on which it is situate and any other improvements thereon are
hereinafter referred to collectively as "the Property".

     SUBJECT TO THE OPERATION AND EFFECT of any and all instruments and matters
of record or in fact,

     UPON THE TERMS AND SUBJECT TO THE CONDITIONS which are hereinafter set
forth:

     Section 1. Terms.

     1.1. Original Term. This Lease shall have an initial original term of ten
(10) years (hereinafter "Original Term") commencing on the date the Landlord
substantially completes construction of the improvements to be made to the
Premises under the provisions of Section 5, currently estimated to be on or
about July 1, 2006 (hereinafter "Commencement Date"). This Lease shall terminate
at 11:59 o'clock P.M., local time, on the day immediately preceding the tenth
(10th) anniversary of the first (1st) day of the first (1st) full calendar month
following the Commencement Date (hereinafter "Termination Date").

          1.1.1. The Premises shall be deemed "substantially completed" by
Landlord upon the occurrence of all of the following:

               1.1.1.1. construction by Landlord of the Tenant Improvements in
accordance with Section 5(a) herein, and delivery to Tenant of a certificate to
that effect by Landlord's architect and/or contractor; and

               1.1.1.2. a final or legally valid certificate of occupancy for
the Premises has been issued by the applicable governmental authority (provided,
however, that such certificate is not contingent upon any license, approval, or
installation of specialized equipment required for Tenant's particular use of
the Premises); and

               1.1.1.3. any remaining work required to render the Building and
the Premises fully completed consists solely of minor details of construction,
mechanical adjustments or decoration, which will not materially interfere with
Tenant's use and enjoyment of the Premises. Tenant's taking occupancy of the
Premises, or Landlord's substantially completing the Premises, shall not relieve
Landlord of its obligation to proceed diligently to fully complete the Premises,
to obtain a final certificate of


                                       1

<PAGE>

occupancy, and to complete all punch list items, which punch list items Landlord
shall complete, or make diligent efforts to complete, within thirty (30) days
after the date Tenant provides such punch list to Landlord.

     1.2. Renewal Terms. The Tenant shall be entitled to renew this Lease for
two (2) additional successive terms of five (5) years each (hereinafter referred
to collectively as "the Renewal Terms" or individually as "Renewal Term"),
commencing upon the expiration of the previous Term and terminating on the fifth
(5th) anniversary of such expiration (which anniversary shall, if this Lease is
so renewed, thereafter be the Termination Date for all purposes of the
provisions of this Lease as applicable thereafter), by and only by giving to the
Landlord express, written notice of such renewal by not less than one hundred
eighty (180) days before the date on which the applicable Renewal Term is to
commence; provided that at the Landlord's option, the applicable Renewal Term
shall not be effective if an uncured event of a "material" default exists at the
end of the previous Term (the Original Term and, if this Lease is renewed for
the applicable Renewal Term or otherwise, the period of any such renewal being
hereinafter referred to collectively as "the Term").

     1.3. Confirmation of Commencement and Termination Dates. The Landlord and
the Tenant shall, at the Landlord's request, confirm in writing the Commencement
Date and the Termination Date pursuant to the Commencement Date Agreement
attached hereto as Exhibit B.

     1.4. Surrender. The Tenant shall at its expense, at the expiration of the
Term or any earlier termination of this Lease, (a) promptly surrender to the
Landlord possession of the Premises (including any fixtures or other
improvements which, under the provisions of Section 5, are owned by the
Landlord) in good order and repair, ordinary wear and tear and damage due to
casualty or condemnation excepted, and broom clean, (b) remove therefrom the
Tenant's signs, goods and effects and any machinery, trade fixtures and
equipment which are used in conducting the Tenant's trade or business and are
not owned by the Landlord, and (c) repair any damage to the Premises or the
Building caused by such removal.

     1.5. Holding Over. If the Tenant continues to occupy the Premises after the
expiration of the Lease or any earlier termination, with or without obtaining
the Landlord's express, written consent thereto,

          1.5.1. such occupancy shall (unless the parties hereto otherwise agree
in writing) be deemed to be under a month-to-month tenancy, which shall continue
until either party hereto notifies the other in writing, by at least thirty (30)
days before the end of any calendar month, that the notifying party elects to
terminate such tenancy at the end of such calendar month, in which event such
tenancy shall so terminate;

          1.5.2. anything contained in the foregoing provisions of this Section
to the contrary notwithstanding, where Landlord has not consented in writing to
said occupancy, the rental payable for each such monthly period shall equal
one-sixth (1/6) of the Base Rent (as hereinafter defined) for the Lease Year
during which such expiration of the Lease, or earlier termination occurs, as
aforesaid, and (b) the additional rent payable under the provisions of this
Lease (which additional rent shall be calculated for each such monthly period
and due and payable in advance); and

          1.5.3. such month-to-month tenancy shall be upon the same terms and
subject to the same conditions as those set forth in the provisions of this
Lease; provided, that if the Landlord gives the Tenant, by at least thirty (30)
days before the end of any calendar month during such month-to-month tenancy,
written notice that such terms and conditions (including any thereof relating to
the amount of payment of Rent) shall, after such month, be modified in any
manner specified in such notice, then such tenancy shall, after such month, be
upon the said terms and subject to the said conditions, as so modified.


                                       2

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     Section 2. Rent.

     2.1. Amount. As rent for the Premises (all of which is hereinafter referred
to collectively as "Rent"), the Tenant shall pay to the Landlord all of the
following:

          2.1.1. Rental Abatement. It is agreed between the parties hereto that
Tenant shall occupy the Premises "Base Rent - free" for the first sixty (60)
days of the Original Term ("Abatement Period"). Tenant shall pay all additional
rent, as defined herein, during the Abatement Period under this Lease. The
entire Base Rent otherwise due and payable during the Abatement Period shall
become immediately due and payable upon the occurrence of an uncured event of
default by Tenant under this Lease.

          2.1.2. Original Term - Base Rent - First (1st), Second (2nd) and Third
(3rd) Lease Years. After expiration of the Abatement Period and for the
remainder of the First (1st) Lease Year (as defined below), Second (2nd) and
Third (3rd) Lease Years, Tenant shall pay an annual base rent (hereinafter "Base
Rent") in the amount of Eighteen Dollars and Thirty-Four Cents ($18.34) per
square foot of the Premises, payable in equal monthly installments, due in
advance on the twenty-fifth (25th) day of each preceding month plus (if the Term
commences on a day other than the first (1st) day of a calendar month), for the
initial Lease Year, one-three hundred sixty-fifth (1/365) of such sum for each
day of such calendar month falling within the Term.

          2.1.3. Original Term - Base Rent - Fourth (4th), Fifth (5th) and Sixth
(6th) Lease Years. During the Fourth (4th), Fifth (5th) and Sixth (6th) Lease
Years, Tenant shall pay an annual Base Rent in the amount of Nineteen Dollars
and Ninety-Nine Cents ($19.99) per square foot of the Premises, payable in equal
monthly installments, and due in advance on the twenty-fifth (25th) day of each
preceding month.

          2.1.4. Original Term - Base Rent - Seventh (7th), Eighth (8th) and
Ninth (9th) Lease Years. During the Seventh (7th), Eighth (8th) and Ninth (9th)
Lease Years, Tenant shall pay an annual Base Rent in the amount of Twenty-One
Dollars and Seventy-Nine Cents ($21.79) per square foot of the Premises, payable
in equal monthly installments, and due in advance on the twenty-fifth (25th) day
of each preceding month.

          2.1.5. Original Term - Base Rent - Tenth (10th) Lease Year. During the
Tenth (10th) Lease Year, Tenant shall pay an annual Base Rent in the amount of
Twenty-Three Dollars and Seventy-Five Cents ($23.75) per square foot of the
Premises, payable in equal monthly installments, and due in advance on the
twenty-fifth (25th) day of each preceding month.

          2.1.6 Base Rent First Renewal Term - First (1st) and Second (2nd)
Lease Years. During the First (1st) and Second (2nd) Lease Years of the First
Renewal Term, if exercised, Tenant shall pay an annual Base Rent in the amount
of Twenty-Three Dollars and Seventy-Five Cents ($23.75) per square foot of the
Premises, payable in equal monthly installments, and due in advance on the
twenty-fifth (25th) day of each preceding month.

          2.1.7 Base Rent - First Renewal Term - Third (3rd), Fourth (4th) and
Fifth (5th) Lease Years. During the Third (3rd), Fourth (4th) and Fifth (5th)
Lease Years of the First Renewal Term, Tenant shall pay an annual Base Rent in
the amount of Twenty-Five Dollars and Eighty-Nine Cents ($25.89) per square foot
of the Premises, payable in equal monthly installments, and due in advance on
the twenty-fifth (25th) day of each preceding month.

          2.1.8 Base Rent - Second Renewal Term - First (1st), Second (2nd) and
Third (3rd) Lease Years. During the First (1st), Second (2nd) and Third (3rd)
Lease Years of the Second Renewal Term, if exercised, Tenant shall pay an annual
Base Rent in the amount of Twenty-Eight Dollars and Twenty-Two Cents ($28.22)
per square foot of the Premises, payable in equal monthly installments, and due
in advance on the twenty-fifth (25th) day of each preceding month.


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          2.1.9 Base Rent - Second Renewal Term - Fourth (4th) and Fifth (5th)
Lease Years. During the Fourth (4th) and Fifth (5th) Lease Years of the Second
Renewal Term, Tenant shall pay an annual Base Rent in the amount of Thirty
Dollars and Seventy-Six Cents ($30.76) per square foot of the Premises, payable
in equal monthly installments, and due in advance on the twenty-fifth (25th) day
of each preceding month.

          2.1.10. Additional Rent. Additional rent (hereinafter "additional
rent") is the amount of any payment referred to as such in any provision of this
Lease which accrues while this Lease is in effect (which additional rent shall
include any and all charges or other amounts which the Tenant is obligated to
pay to the Landlord under any of the provisions of this Lease, other than the
Base Rent).

          2.1.11. Late Payment. Each rent payment shall be made promptly when
due, without any deduction or set off whatsoever, and without demand, failing
which the Tenant shall pay to the Landlord as additional rent, for each day on
which such payment is due but unpaid, after expiration of a five (5) day "grace"
period, a late charge equaling one-thirtieth (1/30th) of one and one quarter
percent (1.25%) of the overdue amount.

          2.1.12. Lease Year. As used in the provisions of this Lease, the term
"Lease Year" means (a) the period commencing on the Commencement Date and
terminating on the day immediately preceding the first (1st) anniversary of the
first (1st) day of the first (1st) full calendar month following the
Commencement Date, and (b) each successive period of twelve (12) calendar months
thereafter during the Term.

     2.2. Annual Operating Costs.

          2.2.1. Definition. As used herein, the term "Annual Operating Costs"
means the actual costs incurred by the Landlord in operating and maintaining the
Property during each calendar year falling wholly or partly within the Term.
Such costs shall include, by way of example rather than of limitation, (a) real
property, frontfoot benefit, metropolitan district and other similar taxes or
public or private assessments (whether regular or special) levied against any or
all of the Property; (b) charges or fees for, and taxes on, the furnishing of
water, sewer service, gas, fuel, or other utility services to the Property; (c)
costs of trash removal service, and of maintaining grounds, common areas and
mechanical systems of the Buildings; (d) all other costs of maintaining or
repairing or replacing any or all of the Building or the rest of the Property;
(e) charges or fees for any necessary governmental permits; (f) reasonable
management fees, overhead and expenses; (g) premiums for hazard, liability,
workmen's' compensation or similar insurance upon any or all of the Property;
(h) costs arising under service contracts with independent contractors; (i)
costs of any services not provided by the Landlord to the Property on the date
hereof but hereafter provided by the Landlord in its prudent management of the
Property; (j) common area expenses applicable to the Sparks Corporate Center as
more fully defined in Exhibit E, "Park Fund, Lot 7, and Retail Pad
Apportionment", (k) reasonable reserves for replacements, repairs and
contingencies, and (l) the cost of any other items which, under generally
accepted accounting principles consistently applied from year to year with
respect to the Property, constitute operating or maintenance costs attributable
to any or all of the Property. Such costs shall not include (i) any deduction
for depreciation of the Property taken on the Landlord's income tax returns;
(ii) the cost of capital improvements or replacements made to the Property if
and to the extent that the expense thereof is not taken as a deduction of an
ordinary business expense on the Landlord's federal, state or local income
taxes; or (iii) depreciation for capital expenditures made by Landlord to reduce
operating expenses if Landlord reasonable estimates that the annual reduction in
operating expenses shall exceed such depreciation or to comply with legal
requirements imposed after the Lease Commencement Date. Expressly excluded from
the foregoing Annual Operating Costs is (1) the cost of gas, electric or other
utility servicing the Premises, which shall be separately metered for Tenant's
use, and Tenant shall pay such costs directly to the provider, and (2) the cost
of janitorial services to the Premises, which shall be contracted and paid for
directly by the Tenant.


                                       4

<PAGE>

          2.2.2. Computation. After the end of each calendar year during the
Term, the Landlord shall compute the total of the Annual Operating Costs, which
includes the common area expenses applicable to the Sparks Corporate Center, as
more fully defined in Exhibit F "Park Fund, Lot 7, and Retail Pad
Apportionment", (hereinafter "Park Fund"), incurred during such calendar year,
using generally accepted accounting principles. Tenant shall be granted
reasonable access to the Landlord's books and records for the purpose of
confirming the foregoing Annual Operating Costs, no later than two hundred
seventy (270) days from Tenant's receipt.

          2.2.3. Payment as Additional Rent. The Tenant shall, within thirty
(30) days after demand therefor by the Landlord (with respect to each calendar
year during the Term), which demand shall be accompanied by a statement setting
forth in reasonable detail the Annual Operating Costs for such calendar year,
pay to the Landlord Tenant's proportionate share of the Annual Operating Costs
for the calendar year, or part thereof, which falls within the Term as derived
and calculated under the provisions of Section 2.2.2.

          2.2.4. Proration. If only part of any calendar year falls within the
Term, the amount computed as additional rent for such calendar year under the
foregoing provisions of this subsection shall be prorated in proportion to the
portion of such calendar year falling within the Term (but the expiration of the
Term before the end of a calendar year shall not impair the Tenant's obligation
hereunder to pay such prorated portion of such additional rent for that portion
of such calendar year falling within the Term, which shall be paid on demand, as
aforesaid).

          2.2.5. Landlord's Right to Estimate. Anything contained in the
foregoing provisions of this subsection to the contrary notwithstanding, the
Landlord may, at its discretion, (a) make from time to time during the Term a
reasonable estimate of the additional rent which may become due under such
provisions for any calendar year, (b) require the Tenant to pay to the Landlord
for each calendar month during such year one-twelfth (1/12) of such additional
rent, at the time and in the manner that the Tenant is required hereunder to pay
the monthly installment of the Base Rent for such month, and (c) increase or
decrease from time to time during such calendar year the amount initially so
estimated for such calendar year, all by giving the Tenant written notice
thereof, accompanied by a schedule setting forth in reasonable detail the
expenses comprising the Annual Operating Costs, as so estimated. The foregoing
"estimated" additional rent collected monthly from the Tenant shall be
reconciled at the end of each Lease Year and credited or debited accordingly.

     2.3. Where Payable. The Tenant shall pay the Rent, in lawful currency of
the United States of America, to the Landlord by delivering or mailing it to the
Landlord's address which is set forth hereinabove, or to such other address as
the Landlord from time to time specifies by written notice to the Tenant. Any
payment made by the Tenant to the Landlord shall be applied to the payment of
any Rent then past due before being credited to Rent currently falling due. Any
such payment which is less than the amount of Rent then due shall constitute a
payment made on account thereof, the parties hereto hereby agreeing that the
Landlord's acceptance of such payment (whether or not with or accompanied by an
endorsement or statement that such lesser amount of the Landlord's acceptance
thereof constitutes payment in full of the amount of Rent then due) shall not
alter or impair the Landlord's rights hereunder to be paid all of such amount
then due, or in any other respect.

     2.4. Tax on Lease. If federal, state or local law now or hereafter imposes
any tax, assessment, levy or other charge (other than any income, inheritance or
estate tax) directly or indirectly upon (a) the Landlord with respect to this
Lease or the value thereof, (b) the Tenant's use or occupancy of the Premises,
(c) the Base Rent, additional rent or any other sum payable under this Lease, or
(d) this transaction, then (except if and to the extent that such tax,
assessment, levy or other charge is included in the Annual Operating Costs) the
Tenant shall pay the amount thereof as additional rent to the Landlord upon
demand, unless the Tenant is prohibited by law from doing so.


                                       5

<PAGE>

     2.5. Security Deposit.

          2.5.1. Together with this executed Lease, the Tenant shall deposit
with the Landlord the sum of Dollars Twelve Thousand Five Hundred Dollars
($12,500.00) (hereinafter "Security Deposit"), which (a) shall be retained by
the Landlord as security for the Tenant's payment of the Rent and performance of
all of its other obligations under the provisions of this Lease, (b) shall not
be deemed to represent payment of any Rent, (c) to the extent permitted by law,
may be commingled by Landlord with its other funds and (d) shall be retained by
Landlord without liability for interest. Notwithstanding the foregoing, and
provided Tenant is not otherwise in default, the Security Deposit, if not sooner
applied, shall be returned to Tenant, without interest, upon expiration of the
twenty-fourth (24th) month. However, The Tenant shall re-deposit the Security
Deposit with Landlord within five (5) business days of demand therefor upon the
earlier to occur of (i) an uncured event of default by Tenant under this Lease,
or (ii) delinquency in the payment of Rent after notice.

          2.5.2. On the occurrence of an event of default, the Landlord shall be
entitled, at its sole discretion,

               (a) to apply any or all of such Security Deposit in payment of
(i) any Rent then due and unpaid, (ii) any expense incurred by the Landlord in
curing any such default, and/or (iii) any damages incurred by the Landlord by
reason of such default (including, by way of example rather than of limitation,
reasonable attorney's fees), in which event the Tenant shall, immediately upon
its receipt of a written demand therefor from the Landlord, pay to the Landlord
a sum equaling the amount so applied, so as to restore the said sum to its
original amount; and/or

               (b) to retain any or all of such Security Deposit in liquidation
of any or all damages suffered by the Landlord by reason of such default.

          2.5.3. On the termination of this Lease, any of such Security Deposit
which is not so applied or retained shall be promptly returned to the Tenant.

     Section 3. Use of Premises.

     3.1. Use and Occupancy.

          3.1.1. The Tenant shall occupy and use the Premises for and only for
an "upscale specialty retailer and direct marketer of equestrian products"
similar to other "Dover Saddlery" stores operating in the United States, and in
conformance with the Rules and Regulations set forth in Section 11 herein. In
its use and occupancy of the Premises, the Property and the Sparks Corporate
Center, the Tenant shall not violate any applicable law, ordinance governmental
requirements or restriction of record, including but not limited to those listed
in the "Declaration of Protective Covenants", dated December 21, 2000, recorded
in the Land Records of Baltimore County at Liber 14904, folio 001.

          3.1.2. As one of the inducements for making this Lease, Tenant hereby
covenants and agrees to occupy the Premises promptly after the Commencement Date
and thereafter continuously during the Term, to conduct in the Premises the
permitted business during hours recognized in the trade as normal and customary
for such type of business, to keep in stock in the Premises a full and ample
line of merchandise for the purpose of carrying on the permitted business to
maintain an adequate sales force at all times to serve properly all customers,
and to generally take all such action in good faith and in such manner as will
assure the transaction of business in the Premises. Tenant will not use, permit
or suffer the use of the Premises for any other business than that hereinabove
stated or for residential purposes and will not use or permit any use of the
Premises except in a manner consistent with general high standards of
merchandising. Tenant will not permit, allow or cause any public or private
auction sales to be conducted on or from the Premises. Tenant will conduct
business on the Premises Monday through Saturday with hours of operation not
less than 10:00 A.M. to 6:00 P.M.


                                       6

<PAGE>

and only in the name of "DOVER SADDLERY" and under no other name or trade name
unless and until the use of some other name is approved in writing by Landlord.

     3.2. Environmental Requirements.

          3.2.1. The term "Hazardous Substances" as used in this Lease shall
mean pollutants, petroleum, contaminants, infectious waste, asbestos,
radioactive materials, poly chlorinated biphenyls (PCBs), toxic or hazardous
wastes or any other substances, the removal of which is required or the use of
which is restricted, prohibited or penalized by any "Environmental Laws", which
term shall mean any federal, state or local law, rule, regulation or ordinance
relating to pollution or protection of the environment. Tenant shall comply with
all Environmental Laws in its use of the Property, including, without
limitation, the obligation to obtain and maintain in effect and comply with all
requisite permits and reporting and notification requirements.

          3.2.2. Tenant hereby agrees that (a) no activity will be conducted on
the Property that will produce or cause the release of any Hazardous Substances,
except for such activities that are part of the ordinary course of Tenant's
business activities (the "Permitted Activities"), provided said Permitted
Activities are conducted in accordance with all Environmental Laws and have been
approved in advance in writing by Landlord; (b) the Property will not be used in
any manner for the storage of any Hazardous Substances except for the temporary
storage of such materials that are used or produced in the ordinary course of
Tenant's business (the "Permitted Materials") provided such Permitted Materials
are properly stored in a manner and location and are properly disposed of in a
manner meeting all Environmental Laws; (c) upon Landlord's reasonable request,
Tenant shall provide Landlord with evidence satisfactory to Landlord that Tenant
is complying with all Environmental Laws regarding the storage, cleanup and
disposal of Permitted Materials; and (d) Tenant will not permit any Hazardous
Substances to be brought onto the Property (except for the Permitted Materials),
and if so brought or found located thereon, the same shall be immediately
removed, all required cleanup and disposal procedures shall be diligently
undertaken in accordance with all Environmental Laws and Tenant shall provide
Landlord with evidence satisfactory to Landlord of Tenant's compliance with all
Environmental Laws.

          3.2.3. If at any time during or after the Term, the Property is found
to be contaminated with Hazardous Substances resulting from Tenant's use thereof
or Tenant's use of the Property results in a violation or alleged violation of
any Environmental Laws, Tenant agrees to indemnify, hold harmless, protect and
(at Landlord's election) defend Landlord from all claims, demands, actions,
liabilities, costs, expenses, damages and obligations of any nature arising from
or as a result of the use of the Property by Tenant. The foregoing
indemnification shall survive the termination or expiration of this Lease.

     3.3. License.

          3.3.1. During the term of this Lease, the Landlord hereby grants to
Tenant (and its agents, employees and invitees in the course of conducting
business at the Premises) a non-exclusive license, free of charge, but in common
with others, to the driveways, footways and parking areas from time to time
existing within the Property and the Sparks Corporate Center, provided that such
use shall be subject to such rules and regulations as Landlord may from time to
time prescribe governing the same; and provided further that Landlord shall at
all times have full and exclusive control, management and direction of said
driveways, footways and parking areas. Landlord shall further have the right to
police the same and from time to time to change the arrangement, location,
layout and arrangement thereof; to restrict parking by tenants, their officers,
agents and employees; to designate employee parking areas; to construct surface,
subterranean or elevated parking areas and facilities; to establish and from
time to time change the level of said parking areas and facilities; to close
temporarily all or any portion of the parking areas or facilities to discourage
non-customer parking; and to do and perform such other acts in and to such areas
as, in the use of good business judgment, Landlord shall determine to be
advisable in order to improve or make more convenient the use thereof by
tenants, their officers, agents, employees and customers.


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<PAGE>

It is furthermore understood and agreed that Landlord may from time to time
reduce such parking areas, driveways and footways by erecting thereon buildings
or other structures or improvements of any kind, including, but not limited to,
extensions to any buildings erected on the Property.

          3.3.2. If requested, Tenant agrees to require its officers, employees
and agents to park their automobiles only in the area within the Property
parking lot which may be designated by Landlord for employee parking. In the
event Tenant or Tenant's officers, employees or agents park in an area other
than such designated employee parking area, Landlord shall have the right to tow
away any such automobile and to charge Tenant with the towing, storage and all
other costs incurred, payable within five days after submission of a written
statement by Landlord to Tenant setting forth such costs.

     3.4. Signs. The Tenant may, at it sole cost and expense, affix a sign
containing Tenant's name at such location (or locations) designated by the
Landlord above the Retail Space and the Office Space, and one (1) strip on the
York Road pylon sign. The design, graphics, color and dimension shall be
attached hereto as Exhibit G and Tenant agrees to comply with same. Tenant shall
be required to maintain all signage in good condition and repair at all times.
All such signage shall be submitted to the Landlord prior to installation for
prior written approval of same. In addition to the foregoing, no handwritten
signs are permitted and nothing shall be affixed to the storefront window
without Landlord's prior written approval.

     3.5. Exclusivity. Landlord shall not enter into any lease hereafter with a
tenant new to the Property allowing rental space to be used for: retail sale of
tack; riding apparel; boot; shoes; leather products, medications and ointments
related to the care of horses, saddle and item related to the care of keeping of
horses.

          3.5.1. Tenant agrees that a certain amount of overlapping by other
tenants is unavoidable, and the exclusive use shall not prohibit another tenant
from enjoying a use which is the same as, or similar to, the exclusive use so
long as the other tenant abides by the following limitations;

               3.5.1.1. The use has reasonable business relation to the other
tenant's principal use;

               3.5.1.2. The use produces no more than 7% of all revenues derived
from the other tenant's conduct of business in, or from, the Property; and

               3.5.1.3 The use is not advertised as a part of the other tenant's
conduct of business in, or form, the Property.

          3.5.2. All claims and disputes arising out of the exclusive use
provision, including claims for damages, shall be submitted to the American
Arbitration Association for resolution according to its rules and procedures.
The expense of any arbitration proceeding, including the fees of attorneys,
expert witnesses, and other consultants, shall be awarded to the successful
party. The arbitrator shall make a specific finding as to who is a successful
party and the expense of such party.

          3.5.3. Tenant agrees that protection of the exclusive use hereby
granted requires vigilance, prompt pursuit of remedies by Tenant, and that
protection of the use is more valuable than any recovery of damages. Therefore,
Tenant agrees to accept enforcement by arbitration as the sole remedy and
subject to the following conditions:

               3.5.3.1. Tenant has not been in default of any provision of this
Lease at any time, prior to the decision in the arbitration proceedings, more
than once in any 12 month period that was not cured within thirty (30) days.

               3.5.3.2 No damages may be awarded to Tenant except upon a finding
of actual loss of business to Tenant by reason of encroachment upon this
exclusive use by another Tenant.


                                       8

<PAGE>

               3.5.3.3. Landlord may not be held liable for damages except upon
a finding that the exclusive use granted by this Lease is expressly granted in
another lease of space in the Property.

               3.5.3.4. Landlord has no obligation to enforce the exclusive use
herby granted.

               3.5.3.5. No damages may be awarded against Landlord except
jointly with another tenant who has encroached upon the exclusive use hereby
granted.

               3.5.3.6. No damages may be awarded against Landlord for more than
sixty (60) days of encroachment of the exclusive use hereby granted, except upon
a finding that the encroachment is a repeat of an encroachment found in a prior
arbitration proceeding to which the same tenants were parties.

     Section 4. Insurance and Indemnification.

     4.1. Increase in Risk. The Tenant

          4.1.1. shall not do or permit to be done any act or thing as a result
of which either (a) any policy of insurance of any kind covering (i) any or all
of the Property or (ii) any liability of the Landlord in connection therewith
may become void or suspended, or (b) the insurance risk under any such policy
would (in the opinion of the insurer thereunder) be made greater; and

          4.1.2. shall pay as additional rent the amount of any increase in any
premium for such insurance resulting from any breach of such covenant, within
ten (10) days after the Landlord notifies the Tenant of such increase.

     4.2. Insurance to be Maintained by Tenant.

          4.2.1. The Tenant shall maintain at its expense, throughout the Term,
insurance against loss or liability in connection with bodily injury, death,
property damage or destruction, occurring within the Premises or arising out of
the use thereof by the Tenant or its agents, employees, subtenants, invitees,
visitors and guests, under one or more policies of general public liability
insurance having such limits as to each as are reasonably required by the
Landlord from time to time, but in any event of not less than (a) One Million
Dollars ($1,000,000.00) for bodily injury to or death of any one person during
any one occurrence, (b) One Million Dollars ($1,000,000.00) for bodily injury to
or death of all persons in any one occurrence, (c) Five Hundred Thousand Dollars
($500,000.00) for property damage or destruction during any one occurrence, and
(d) sufficient coverage to provide the full replacement cost of Tenant's
contents. Each such policy shall (a) name as an additional insured thereunder
the Landlord (and, at the Landlord's request, any mortgagee), (b) be primary and
non-contributory with respect to any other insurance carried by the Landlord or
its successors and assigns, (c) be cancelable only on at least thirty (30) days'
prior written notice to the Landlord (and, at the Landlord's request, any
Mortgagee), except for non-payment in which event the policy may be canceled
upon no less than ten (10) days prior written notice to the Landlord, and (d) be
issued by an insurer of recognized responsibility licensed to issue such policy
in Maryland.

          4.2.2. (a) At least five (5) days before the Commencement Date, the
Tenant shall deliver to the Landlord a signed certificate of insurance
evidencing the terms of the policy, and (b) upon request at least thirty (30)
days before any such policy expires and/or renews, the Tenant shall deliver to
the Landlord an updated certificate of insurance provided, that so long as such
insurance is otherwise in accordance with the provisions of this Section, the
Tenant may carry any such insurance under a blanket policy covering the Premises
for the risks and in the minimum amounts specified in paragraph 4.2.1, in which
event the Tenant shall deliver to the Landlord a certificate in lieu of an
original or a copy.


                                       9

<PAGE>

     4.3. Insurance to be Maintained by Landlord. The Landlord shall maintain
throughout the Term full replacement cost all-risk or fire and extended coverage
insurance upon the Building, in at least such minimum amounts and having at
least such forms of coverage as are required from time to time by the Landlord's
lender or if there is no Landlord's lender, then in such minimum amounts and
such forms of coverage as are commercially reasonable for a building, premises,
of this type. The cost of the premiums for such insurance and of each
endorsement thereto, shall be deemed, for purposes of the provisions of Section
2, to be a cost of operating and maintaining the Property.

     4.4. Subrogation. Neither Landlord nor Tenant shall be liable to the other,
or to any insurance company (by way of subrogation or otherwise) insuring the
other party, for any loss or damage to any building, structure or other tangible
property, or any resulting loss of income, even though such loss or damage might
have been occasioned by the negligence of such party, its agents or employees,
if any such loss or damage is covered by insurance benefiting the party
suffering such loss or damage or was required to be covered by insurance
pursuant to this Lease. Each party shall cause its insurance policy to waive any
insurer subrogation rights. This waiver of subrogation shall include deductibles
and any amounts that are self-insured unless the loss arises from the negligent
acts or omissions of Landlord, Tenant, its agents, servants or invitees.
However, in no event shall Tenant's obligation for deductibles and self-insured
amounts exceed Ten Thousand Dollars ($10,000.00).

     4.5. Liability of Parties. Except to the extent set forth in this Lease,

          4.5.1. the Landlord (a) shall be responsible for, and shall indemnify
and hold harmless the Tenant against and from any and all liability or claim of
liability arising out of, any injury to or death of any person or damage to any
property, occurring anywhere upon the Property, if, only if and to the extent
that such injury, death or damage is proximately caused by Landlord's negligent
or intentionally tortious act or omission or that of its agents, officers or
employees, but (b) shall not be responsible for or be obligated to indemnify or
hold harmless the Tenant against or from any liability for any such injury,
death or damage occurring anywhere upon the Property (including the Premises),
(i) by reason of Tenant's occupancy or use of the Premises or any other portion
of the Property, (ii) because of fire, windstorm, act of God or other cause,
unless proximately caused by Landlord's negligent or intentionally tortious act
or omission;

          4.5.2. excluding those situations in which the Landlord is obligated
to indemnify and hold harmless the Tenant under the provisions of paragraph
4.5.1, the Tenant shall be responsible for, and shall defend, indemnify and hold
harmless the Landlord against and from, any and all liability or claim of
liability arising out of any injury to or death of any person or damage to any
property, occurring within the Premises and due to Tenant's actions or
inactions.

     Section 5. Improvements.

     5.1. By Landlord.

          5.1.1. Retail Space. The shell improvements to the Retail Space (as
reflected in the Retail Space Specifications attached hereto as Exhibit C) shall
be performed by Landlord at its sole cost and expense.

          5.1.2. Office Space. The Landlord and the Tenant shall split the cost
of constructing the demising wall segregating the Office Space, however, in all
other respects, it is agreed between the parties that the Office Space is
offered in an "as is" condition.

          5.1.3. The cost of any additional improvements to the Retail and
Office Space over and above those provided for in 5.1.1 and 5.1.2 above,
including the cost of the Tenant Improvements described in Section 5.2 below,
shall be borne by Tenant and considered additional rent unless otherwise
specified. All work within the Premises


                                       10

<PAGE>

shall be performed by Landlord's contractors in accordance with all applicable
laws, rules regulations and codes.

     5.2. Retail and Office Space. Within thirty (30) days of the execution of
this Lease the Tenant shall furnish to the Landlord, in writing, all information
about the Tenant's floor plan, partitioning, electrical, and other requirements
for any additional improvements to be made to the Retail Space and Office Space
(herein "Tenant Improvements") to the extent needed for Landlord's preparation
of plans, specifications and a budget (herein "Tenant Improvement Plans and
Specifications" and "Budget"), to be attached hereto as Exhibits D and E,
respectively. If the Tenant fails to furnish such information to the Landlord by
the time set forth above, and by reason thereof the Landlord is delayed in
commencing and/or completing such improvements, the Commencement Date shall be
the date which, in the Landlord's reasonable judgment, would have been the
Commencement Date for purposes of the provisions of this Lease, had such delay
not occurred.

     5.3. Allowance. The Landlord shall provide Tenant with an improvement
allowance in the amount of Thirty-Two Dollars ($32.00) per rentable square foot
of the Office Space (hereinafter "Allowance") for construction of the Tenant
Improvements described in Exhibits D and E. Any Tenant Improvement costs in
excess of the foregoing Allowance shall be borne by Tenant and considered
additional rent unless otherwise specified.

     5.4. Force Majeure. The Landlord shall use all commercially reasonable
efforts to complete the Tenant Improvements on or before the estimated
Commencement Date, but shall have no liability to the Tenant hereunder if
prevented from doing so by reason of any (a) strike, lock-out or other labor
troubles, (b) governmental restrictions or limitations, (c) failure or shortage
of electrical power, gas, water, fuel oil, or other utility or service, (d)
riot, war, insurrection or other national or local emergency, (e) accident,
flood, fire or other casualty, (f) adverse weather condition, (g) other act of
God, (h) inability to obtain a building permit or a certificate of occupancy, or
(i) other cause similar or dissimilar to any of the foregoing and beyond the
Landlord's reasonable control. In such event, (a) the Commencement Date shall be
postponed for a period equaling the length of such delay, (b) the Termination
Date shall be determined pursuant to the provisions of subsection 1.1 by
reference to the Commencement Date as so postponed, and (c) the Tenant shall
accept possession of the Premises within five (5) days after such completion.

     5.5. Acceptance of Possession. Except for (a) latent defects or incomplete
work which would not reasonably have been revealed by an inspection of the
Premises made for the purpose of discovering the same when the Landlord delivers
possession of the Premises to the Tenant, and (b) any other item of incomplete
work set forth on a "punch list" prepared by the Tenant and submitted in writing
to the Landlord within ten (10) days after such delivery of possession, by its
assumption of possession of the Premises, the Tenant shall for all purposes of
the provisions of this Lease be deemed to have accepted them and to have
acknowledged them to be in the condition called for hereunder.

     5.6. By Tenant. The Tenant shall not make any alteration, addition or
improvement to the Premises without first obtaining the Landlord's written
consent thereto (which, in the case of non-structural alterations, additions and
improvements only, shall not unreasonably be withheld, conditioned or delayed).
If the Landlord consents to any such proposed alteration, addition or
improvement, it shall be made at the Tenant's sole expense (and the Tenant shall
hold the Landlord harmless from any cost incurred on account thereof), and at
such time and in such manner as not unreasonably to interfere with the use and
enjoyment of the remainder of the Property by any other person.

     5.7. Mechanics' Liens. The Tenant shall (a) immediately after it is filed
or claimed, bond or have released any mechanics', materialman's or other lien
filed or claimed against any or all of the Premises, the Property, or any other
property owned or leased by the Landlord, by reason of labor or materials
provided for the Tenant or any of


                                       11

<PAGE>

its contractors or subcontractors (other than labor or materials provided by the
Landlord pursuant to the provisions of this Lease), or otherwise arising out of
the Tenant's use or occupancy of the Premises or any other portion of the
Property, and (b) defend, indemnify and hold harmless the Landlord against and
from any and all liability, claim of liability or expense (including, by way of
example rather than of limitation, that of reasonable attorneys' fees) incurred
by the Landlord on account of any such lien or claim.

     5.8. Fixtures. Any and all improvements, repairs, alterations and all other
property permanently attached to, used in connection with or otherwise installed
within the Premises by the Landlord or the Tenant shall, immediately on the
completion of their installation, become the Landlord's property without payment
therefor by the Landlord, except that any machinery, equipment or fixtures
installed by the Tenant at no expense to the Landlord and used in the conduct of
the Tenant's trade or business (rather than to service the Premises or any of
the remainder of the Building or the Property generally) shall remain the
Tenant's property, and shall be removed by the Tenant at the end of the Term
(and any damage to the Premises caused by such removal shall be repaired at the
Tenant's expense).

     5.9. Any improvements made to the Premises by either party hereto shall be
made only in a good and workmanlike manner, using new, first-class materials.

     Section 6. Repairs and Maintenance

     6.1. Maintenance by Landlord. Subject to the operation and effect of the
provisions of Subsection 2.2, Landlord covenants and agrees to keep and maintain
the roof and other exterior portions of the Premises (exclusive of doors,
windows, and glass) in repair, provided that Tenant shall give Landlord written
notice of the necessity for such repairs, and provided that the damage thereto
shall not have been caused by Tenant, its agents, employees, invitees or
customers, in which event Tenant shall be responsible therefor and shall
promptly repair the same. Except as expressly set forth in this subsection,
Landlord shall be under no liability for repair or maintenance of the Premises,
or any part thereof, nor shall Landlord be under any liability to repair or
maintain any electrical, plumbing, heating, air-conditioning or other mechanical
installation.

     6.2. Maintenance by Tenant.

          6.2.1. Tenant covenants and agrees to keep the Premises, together with
all electrical, plumbing, heating, air-conditioning and other mechanical
installations and equipment used by, or in connection with, the Premises, in
good order and repair at its own expense and to promptly replace at its own
expense: (i) any exterior or interior plate glass doors, windows and mirrors
which may be broken or damaged; (ii) light bulbs and/or fixtures, (iii) floor
covering, (iv) storefront and/or display window(s), and to surrender the
Premises at the expiration of the Term in as good condition as when received,
ordinary wear and tear excepted. Tenant will not overload the electrical wiring
or plumbing and will not install any additional electrical wiring or plumbing
unless it has first obtained Landlord's written consent thereto and, if such
consent is given, Tenant will install the same at its own cost and expense.
Tenant will repair promptly at its own expense any damage to the Premises caused
by bringing into the Premises any property for Tenant's use, or by the
installation or removal of such property, regardless of fault or by whom such
damage shall be caused unless caused by Landlord, its agents, employees, or
contractors. In the event plumbing lines are not adequate or due to another
Tenants fault Landlord will be responsible.

          6.2.2. In the event Tenant shall not proceed promptly and diligently
to make any repairs or perform any obligation imposed upon it by the preceding
subsection hereof within forty-eight (48) hours after receiving written notice
from Landlord to make such repairs or perform such obligation, then and in such
event, Landlord may at its option, enter the Premises and do and perform the
things specified in said notice, without liability on the part of Landlord for
any loss or damage resulting


                                       12

<PAGE>

from any such action by Landlord and Tenant agrees to pay promptly upon demand
any cost or expense incurred by Landlord in taking such action.

          6.2.3. Tenant covenants and agrees to keep in force at its own
expense, at all times during the term of this Lease, plate glass insurance
insuring the plate glass and mirrors, if any, on the Premises at their full
insurable value in a policy (the form of which is satisfactory to Landlord)
issued by a company acceptable to Landlord, and covering both Tenant and
Landlord; Tenant further covenants and agrees to deposit said policy of
insurance, or a certificate thereof, with Landlord on or before the Commencement
Date of this Lease. If at any time, Tenant does not comply with the covenants
made in this subparagraph (d), Landlord may, at its option, cause insurance as
aforesaid to be issued, and in such event, Tenant agrees to pay all premiums for
such insurance promptly upon Landlord's demand.

          6.2.4. Tenant covenants and agrees to enter into and keep in force at
its own expense a "maintenance contract" with a reputable heating, ventilation
and air-conditioning service for the care and upkeep of the heating, ventilation
and air-conditioning system servicing the Tenant's Premises for the term of this
Lease, as well as any renewals thereto. Should Tenant fail to provide evidence
of such contract to the landlord within thirty (30) days of the Commencement
Date, the Landlord reserves the right to enter into a maintenance contract, on
Tenant's behalf, and Tenant agrees to pay the cost for same upon demand.

     6.3. Interruption. The Landlord shall not be liable to the Tenant for any
failure, modification or interruption of any service which arises out of any of
the causes enumerated in the provisions of subsection 5.4.

     Section 7. Landlord's Right of Entry.

     The Landlord and its agents shall be entitled to enter the Premises at any
time during the Tenant's regular business hours and at any other reasonable time
(a) to inspect the Premises, (b) to exhibit the Premises to any existing or
prospective purchaser, tenant or mortgagee thereof, (c) to make any alteration,
improvement or repair to the Building or the Premises, or (d) for any other
purpose relating to the operation or maintenance of the Property; provided, that
the Landlord shall (a) (unless doing so is impractical or unreasonable because
of emergency) give the Tenant at least twenty-four (24) hours prior notice of
its intention to enter the Premises, and (b) use reasonable efforts to avoid
thereby interfering more than is reasonably necessary with the Tenant's use and
enjoyment thereof.

     Section 8. Fire and Other Casualties.

     8.1. General. If the Property is damaged by fire or other casualty during
the Term:

          8.1.1. the Landlord shall restore the Premises with reasonable
promptness (taking into account the time required by the Landlord to effect a
settlement with, and to procure any insurance proceeds from any insurer against
such casualty, but in any event within one hundred fifty (150) days after the
date of such casualty) to substantially the condition immediately before such
casualty, and may temporarily enter and possess any or all of the Premises for
such purpose (provided, that the Landlord shall not be obligated to repair,
restore or replace any fixture, improvement, alteration, furniture or other
property owned, installed or made by the Tenant), but

          8.1.2. the times for commencement and completion of any such
restoration shall be extended for the period (not longer than sixty (60) days)
of any delay occasioned by the Landlord in doing so arising out of any of the
causes enumerated in the provisions of Subsection 5.4. If the Landlord
undertakes to restore the Property and such restoration is not accomplished
within the said period of one hundred fifty (150) days plus the period of any
extension thereof, as aforesaid, the Tenant may, if its use of the Premises has
been materially and adversely affected by


                                       13

<PAGE>

such fire or other casualty, terminate this Lease by giving written notice
thereof to the Landlord within thirty (30) days after the expiration of such
period, as so extended; and

          8.1.3. so long as the Tenant is deprived of the use of any or all of
the Premises on account of such casualty, the Base Rent and any additional rent
payable under the provisions of subsection 2.1 shall be abated in proportion to
the number of square feet of the Premises rendered substantially unfit for
occupancy by such casualty, unless, because of any such damage, the undamaged
portion of the Premises is made materially unsuitable for use by the Tenant for
the purposes set forth in the provisions of Section 3, in which event the Base
Rent and any such additional rent shall be abated entirely during such period of
deprivation.

     8.2. Substantial Destruction. Anything contained in the foregoing
provisions of this Section to the contrary notwithstanding,

          8.2.1. if during the Term the Property is so damaged by fire or other
casualty that (a) either the Premises or (whether or not the Premises are
damaged) the Building is rendered substantially unfit for occupancy, as
reasonably determined by the Landlord, or (b) the Building is damaged to the
extent that the Landlord reasonably elects to demolish the Building, or if any
mortgagee requires that any or all of such insurance proceeds be used to retire
any or all of the debt secured by its mortgage, then in any such case the
Landlord may elect to terminate this Lease as of the date of such casualty, by
giving written notice thereof to the Tenant within ten (10) days after such
date; and

          8.2.2. in such event, (a) the Tenant shall pay to the Landlord the
Base Rent and any additional rent payable by the Tenant hereunder and accrued
through the date of such termination, subject, however, to the provisions of
Section 8.1.3, (b) the Landlord shall repay to the Tenant any and all prepaid
Rent for periods beyond such termination, and (c) the Landlord may enter upon
and repossess the Premises without further notice.

     Section 9. Condemnation.

     9.1. Right to Award.

          9.1.1. If any or all of the Premises are taken by the exercise of any
power of eminent domain or are conveyed to or at the direction of any
governmental entity under a threat of any such taking (each of which is
hereinafter referred to as a "Condemnation"), the Landlord shall be entitled to
collect from the condemning authority thereunder the entire amount of any award
made in any such proceeding or as consideration for such conveyance, without
deduction therefrom for any leasehold or other estate held by the Tenant under
this Lease.

          9.1.2. The Tenant hereby (a) assigns to the Landlord all of the
Tenant's right, title and interest, if any, in and to any such award; (b) waives
any right which it may otherwise have in connection with such Condemnation,
against the Landlord or such condemning authority, to any payment for (i) the
value of the then-unexpired portion of the Term, (ii) leasehold damages, and
(iii) any damage to or diminution of the value of the Tenant's leasehold
interest hereunder or any portion of the Premises not covered by such
Condemnation; and (c) agrees, at no cost to Tenant, to execute any and all
further documents which may be required to facilitate Landlord's collection of
any and all such awards.

          9.1.3. Subject to the operation and effect of the foregoing provisions
of this Section, the Tenant may seek, in a separate proceeding, a separate award
on account of any damages or costs incurred by the Tenant as a result of such
Condemnation, so long as such separate award in no way diminishes any award or
payment which the Landlord would otherwise receive as a result of such
Condemnation.


                                       14

<PAGE>

     9.2. Effect of Condemnation.

          9.2.1. If (a) all of the Premises are covered by a Condemnation, or
(b) any part of the Premises is covered by a Condemnation and the remainder is
insufficient for the reasonable operation therein of the Tenant's business, or
(c) any part of the Property is covered by a condemnation that materially and
adversely affects the Tenant's ability to conduct its business, or (d) any of
the Building is covered by a Condemnation and, in the Landlord's reasonable
opinion, it would be impractical to restore the remainder or (e) any of the rest
of the Property is covered by a Condemnation and, in the Landlord's reasonable
opinion, it would be impractical to continue to operate the remainder of the
Property thereafter, then, in any such event, the Term shall terminate on the
date on which possession of so much of the Premises, the Building or the rest of
the Property, as the case may be, as is covered by such Condemnation is taken by
the condemning authority, and all Rent (including, by way of example rather than
of limitation, any additional rent, taxes and other charges payable hereunder)
shall be apportioned and paid to such date.

          9.2.2. If there is a Condemnation and the Term does not terminate
pursuant to the foregoing provisions of this subsection, the operation and
effect of this Lease shall be unaffected by such Condemnation, except that the
Base Rent and any additional rent shall be reduced in proportion to the square
footage of floor area, if any, of the Premises covered by such Condemnation.

     9.3. If there is a Condemnation, the Landlord shall have no liability to
the Tenant on account of any (a) interruption of the Tenant's business upon the
Premises, (b) diminution in the Tenant's ability to use the Premises, or (c)
other injury or damage sustained by the Tenant as a result of such Condemnation.

     9.4. Except for any separate proceeding brought by the Tenant under the
provisions of paragraph 9.1.3, the Landlord shall be entitled to conduct any
such condemnation proceeding and any settlement thereof free of interference
from the Tenant, and the Tenant hereby waives any right which it otherwise has
to participate therein.

     Section 10. Assignment, Subletting and Relocation.

     10.1. Consent by Landlord. The Tenant hereby acknowledges that the Landlord
has entered into this Lease because of the Tenant's financial strength,
goodwill, ability and expertise and that, accordingly, this Lease is one which
is personal to the Tenant, and agrees for itself and its successors and assigns
in interest hereunder that it will not (a) assign this Lease or any of its
rights under this Lease, as to all or any portion of the Premises or otherwise,
or (b) make or permit any total or partial sale, lease, sublease, assignment,
conveyance, license, mortgage, pledge, encumbrance or other transfer of any or
all of the Premises or the occupancy or use of any or all of the Premises,
voluntarily or involuntarily, by operation of law or otherwise (each of which is
hereinafter referred to as a "Transfer") without first obtaining the Landlord's
express written consent thereto (which consent (a) shall not be unreasonably
withheld and, if given, shall not constitute a consent to any subsequent such
Transfer, whether by the person hereinabove named as "the Tenant" or by any such
transferee, but (b) shall not be deemed to have been given by the Landlord's
acceptance of the payment of Rent after such Transfer occurs, with or without
the Landlord's knowledge, or by any other act or failure to act by the Landlord,
other than the giving of such express, written consent, as aforesaid). Without
limiting the generality of the foregoing, the Landlord shall be entitled, at its
sole discretion, to condition any such consent upon the entry by such person
into an agreement with (and in form and substance reasonably satisfactory to)
the Landlord, by which it assumes all of the Tenant's obligations hereunder. Any
person to whom any Transfer is attempted without such consent shall have no
claim, right or remedy whatsoever hereunder against the Landlord, and the
Landlord shall have no duty to recognize any person claiming under or through
the same. No Transfer made with or without the Landlord's consent shall alter or
impair the obligations


                                       15

<PAGE>

hereunder of any person constituting the Tenant, or liable as a guarantor for
the obligations of the Tenant, before such Transfer, or of any other person
holding any interest or obligation hereunder before such Transfer.
Notwithstanding anything in the foregoing to the contrary, Landlord's approval
shall not be required for any assignment or sublease to a parent, successor or
affiliate of the Tenant as a result of any merger, consolidation, transfer of
substantially all assets, share exchange or other action described in Section
368 of the Internal Revenue Code.

     10.2. Proceeds of Assignment or Subleasing. In the event Tenant assigns
this Lease or any of its rights hereunder or subleases any or all of the
Premises, and Landlord consents to such assignment or sublease, Tenant shall
furnish to Landlord as part of said consent request the proposed terms of the
assignment of sublease. In the event that the amount of base rent received by
Tenant as Sublessor or Assignor is greater than the Base Rent paid by Tenant
under Section 2 hereunder, such amount is the right and property of Landlord.
Such sum is due Landlord (1) in the event of a sum paid Tenant for its rights
under this Lease, immediately at the commencement of such assignment of
sublease; or (2) payable monthly on the same date the Base Rent under this Lease
is due. Tenant shall also pay Landlord's reasonable attorney's fees incurred as
a result of such assignment and sublease.

     Section 11. Rules and Regulations.

     11.1. The Landlord shall have the right to prescribe, at its sole
discretion, reasonable rules and regulations (hereinafter referred to as "the
Rules and Regulations") having uniform applicability to the Property (subject to
the provisions of this Leases) and governing their use and enjoyment of the
Property; provided, that the Rules and Regulations shall not materially
interfere with the Tenant's use and enjoyment of the Premises, in accordance
with the provisions of this Lease, for the purposes enumerated in the provisions
of Section 3. The current Rules and Regulations are as follows:

          11.1.1. Except for Tenant's delivery trucks (and then only as to
driveways), the sidewalks, entries, and driveways of the Property shall not be
obstructed by Tenant, or its agents, or used by them for any purpose other than
ingress and egress to and from the Premises.

          11.1.2. Except as explicitly provided in the Lease or as otherwise
approved by Landlord, Tenant shall not place any objects, including antennas,
outdoor furniture, etc. in the parking areas, landscaped areas or other areas
outside of its Premises, or on the roof of the Building.

          11.1.3. Except for assistive animals, no animals shall be allowed in
the offices, halls, or corridors in the Building.

          11.1.4. Tenant shall not disturb any other occupants of the Property
by the making of loud or improper noises, nor permit nor suffer the use of any
apparatus or instruments for musical or other sound reproduction or transmission
in such manner that the sounds emanating therefrom or caused thereby shall be
audible beyond the interior of the Premises.

          11.1.5. If Tenant desires telegraphic, telephonic or other electric
connections in the Premises, Landlord or its agent will direct the electrician
as to where and how the wires may be introduced; and, without such direction, no
boring or cutting of wires will be permitted. Any such installation or
connection shall be made at Tenant's expense.

          11.1.6. Tenant shall not install or operate any steam or gas engine or
boiler, or other mechanical apparatus in the Premises, except as specifically
approved in the Lease (including without limitation the parking of delivery
trucks within the Premises). The use of oil, gas or inflammable liquids for
heating, lighting or any other purpose is expressly prohibited. Explosives or
other articles deemed extra hazardous shall not be brought into the Building.


                                       16

<PAGE>

          11.1.7. Parking any type of recreational vehicles (excluding delivery
trucks) is specifically prohibited on or about the Property. Except for the
overnight parking of operative vehicles, no vehicle of any type shall be stored
in the parking areas at any time. In the event that a vehicle is disabled, it
shall be removed within forty-eight (48) hours. All vehicles shall be parked in
the designated parking areas in conformity with all signs and other markings.
Except as provided in the Lease, all parking will be open parking, and no
reserved parking, numbering or lettering of individual spaces will be permitted
except as specified by Landlord.

          11.1.8. Tenant shall maintain the Premises free from rodents, insects
and other pests.

          11.1.9. Landlord reserves the right to exclude or expel from the
Property any person who, in the judgment of Landlord, is intoxicated or under
the influence of liquor or drugs or who shall in any manner do any act in
violation of the Rules and Regulations of the Property.

          11.1.10. Tenant shall not cause any unnecessary labor by reason of
Tenant's carelessness or indifference in the preservation of good order and
cleanliness. Except as provided in the Lease, Landlord shall not be responsible
to Tenant for any loss of property on the Premises, however occurring, or for
any damage done to the effects of Tenant by the janitors or any other employee
or person.

          11.1.11. Tenant shall give Landlord prompt notice of any defects in
the water, lawn sprinkler, sewage, gas pipes, electrical lights and fixtures,
heating apparatus, or any other service equipment affecting the Premises.

          11.1.12. Tenant shall not permit storage outside the Premises,
including without limitation, outside storage of trucks and other vehicles (with
the exception of Tenant's delivery vehicles), or dumping of waste or refuse or
permit any harmful materials to be placed in any drainage system or sanitary
system in or about the Premises.

          11.1.13. All moveable trash receptacles provided by the trash disposal
firm for the Premises must be kept in the trash enclosure areas, if any,
provided for that purpose.

          11.1.14. No auction (excluding by way of the internet), public or
private, will be permitted on the Premises or the Property.

          11.1.15. No awnings shall be placed over the windows in the Premises
except with the prior written consent of Landlord.

          11.1.16. The Premises shall not be used for lodging, sleeping or
cooking (excluding food preparation in connection with the conduct of Tenant's
business) or for any immoral or illegal purposes or for any purpose other than
that specified in this Lease. No gaming devices shall be operated in the
Premises.

          11.1.17. Tenant shall ascertain from Landlord the maximum amount of
electrical current which can safely be used in the Premises, taking into account
the capacity of the electrical wiring in the Building and the Premises and the
needs of other tenants, if any, and shall not use more than such safe capacity.
Landlord's consent to the installation of electric equipment shall not relieve
Tenant from the obligation not to use more electricity than such safe capacity.

          11.1.18. Tenant assumes full responsibility for protecting the
Premises from theft, robbery and pilferage.

          11.1.19. Tenant shall not install or operate on the Premises any
machinery or mechanical devices of a nature not directly related to Tenant's
ordinary use of the Premises and shall keep all such machinery reasonably free
of vibration, noise and air waves which may be transmitted beyond the Premises.


                                       17

<PAGE>

          11.1.20. Tenant and its employees shall observe any posted speed limit
permitted on the Property's driveways and parking areas. No reckless driving,
drag racing or speeding shall be permitted; Tenant, its agents, employees,
contractors or invitees, shall not block driveways or in any way block traffic.

     Section 12. Subordination; Attornment and Non-disturbance.

     12.1. Subordination. This Lease shall be subject and subordinate to the
lien, operation and effect of each mortgage, deed of trust, ground lease and/or
other, similar instrument of encumbrance heretofore or hereafter covering any or
all of the Premises or the remainder of the Property (and each renewal,
modification, consolidation, replacement or extension thereof) (each of which is
herein referred to as a "Mortgage"), all automatically and without the necessity
of any action by either party hereto.

     12.2. Attornment and Non-disturbance. The Tenant shall, promptly at the
request of the Landlord or the holder of any Mortgage (herein referred to as a
"Mortgagee"), but at no cost to Tenant, execute, enseal, acknowledge and deliver
such further instrument or instruments

          12.2.1. evidencing such subordination as the Landlord or such
Mortgagee deems necessary or desirable, and

          12.2.2. (at such Mortgagee's request) attorning to such Mortgagee.
Within thirty (30) days of Landlord's execution of this Lease, Landlord agrees
to obtain from any Mortgagee its agreement that such Mortgagee will, in the
event of a foreclosure of any such mortgage or deed of trust (or termination of
any such ground lease) take no action to interfere with the Tenant's rights
hereunder, except on the occurrence of an Event of Default.

     Section 13. Default.

     13.1. Definition: As used in the provisions of this Lease, each of the
following events shall constitute, and is hereinafter referred to as, an "Event
of Default":

          13.1.1. If the Tenant fails to (a) pay any Rent or any other sum which
it is obligated to pay by any provision of this Lease, within five (5) days of
written notice from Landlord, or (b) perform any of its other obligations under
the provisions of this Lease; or

          13.1.2. if the Tenant or any guarantor of this Lease ("Guarantor") (a)
applies for or consents to the appointment of a receiver, trustee or liquidator
of the Tenant or of all or a substantial part of its assets, (b) files a
voluntary petition in bankruptcy or admits in writing its inability to pay its
debts as they come due, (c) makes an assignment for the benefit of its
creditors, (d) files a petition or an answer seeking a reorganization or an
arrangement with creditors, or seeks to take advantage of any insolvency law,
(e) performs any other act of bankruptcy, or (f) files an answer admitting the
material allegations of a petition filed against the Tenant in any bankruptcy,
reorganization or insolvency proceeding; or

          13.1.3. if (a) an order, judgment or decree is entered by any court of
competent jurisdiction adjudicating the Tenant or Guarantor a bankrupt or an
insolvent, approving a petition seeking such a reorganization, or appointing a
receiver, trustee or liquidator of the Tenant or Guarantor or of all or a
substantial part of its assets, or (b) there otherwise commences as to the
Tenant or Guarantor or any of its assets any proceeding under any bankruptcy,
reorganization, arrangement, insolvency, readjustment, receivership or similar
law, and if such order, judgment, decree or proceeding continues unstayed for
more than sixty (60) consecutive days after any stay thereof expires.

     13.2. Notice to Tenant; Grace Period. Anything contained in the provisions
of this Section to the contrary notwithstanding, on the occurrence of an Event
of Default


                                       18

<PAGE>

the Landlord shall not exercise any right or remedy on account thereof which it
holds under any provision of this Lease or applicable law unless and until

          13.2.1. the Landlord has given written notice thereof to the Tenant,
and

          13.2.2. the Tenant has failed, (a) if such Event of Default consists
of a failure to pay such money within five (5) days, or (b) if such Event of
Default consists of something other than a failure to pay money, within thirty
(30) days thereafter to actively, diligently and in good faith to begin to cure
such Event of Default and to continue thereafter to do so until it is fully
cured within ninety (90) days thereafter; provided, that anything contained in
the provisions of this Lease to the contrary notwithstanding, and

          13.2.3. no such notice shall be required, and (even if the Landlord
gives such notice) the Tenant shall be entitled to no such grace period more
than twice during any twelve (12) month period, or in the case of any Event of
Default enumerated in the provisions of paragraphs 13.1.2 or 13.1.3.
Notwithstanding anything in this Section 13.2, the late payment charge for
failure to pay Rent shall commence on the day following the due date thereof.

     13.3. Landlord's Rights on Event of Default. On the occurrence of any Event
of Default, the Landlord may (subject to the operation and effect of the
provisions of subsection 13.2) to the extent permitted by law take any or all of
the following actions:

          13.3.1. re-enter and repossess the Premises and any and all
improvements and equipment thereon and additions thereto;

          13.3.2. declare the entire balance of the Rent for the remainder of
the Term to be due and payable, and collect such balance in any manner not
inconsistent with applicable law;

          13.3.3. terminate this Lease by giving written notice of such
termination to the Tenant;

          13.3.4. relet any or all of the Premises for the Tenant's account for
any or all of the remainder of the Term as hereinabove defined, or for a period
exceeding such remainder, on such terms and subject to such conditions as are
commercially reasonable. In such event, the Tenant shall pay to the Landlord, at
the times and in the manner specified by the provisions of Section 2, the Base
Rent and any additional rent accruing during such remainder, less any monies
received by the Landlord, with respect to such remainder, from such reletting,
as well as the reasonable cost to the Landlord of any reasonable attorneys' fees
or other expenses, or of any repairs or other action taken by the Landlord on
account of such Event of Default;

          13.3.5. cure such Event of Default in any other manner (after giving
the Tenant written notice of the Landlord's intention to do so except as
provided in paragraph 13.2.3); and/or

          13.3.6. pursue any combination of such remedies and/or any other right
or remedy available to the Landlord on account of such Event of Default under
this Lease and/or at law or in equity. The Tenant shall reimburse the Landlord
for

               (a) all reasonable expenses incurred by the Landlord (i) in
curing or seeking to cure any Event of Default and/or (ii) in exercising or
seeking to exercise any of the Landlord's rights and remedies under the
provisions of this Lease and/or at law or in equity on account of any Event of
Default, and/or (iii) otherwise arising out of any Event of Default, and/or (iv)
(regardless of whether it constitutes an Event of Default) in connection with
any action, proceeding or matter of the types referred to in the provisions of
paragraphs 13.1.2 and 13.1.3, plus


                                       19

<PAGE>

               (b) interest on all such expenses, at the rate of fifteen percent
(15%) per annum all of which expenses and interest shall be additional rent and
shall be payable by the Tenant immediately on demand therefor by the Landlord.

     13.4. (Intentionally omitted.)

     13.5. No Waiver. No action taken by the Landlord under the provisions of
this Section or any other provision of this Lease (including, by way of example
rather than of limitation, the Landlord's acceptance of the payment of Rent
after the occurrence of any Event of Default) shall operate as a waiver of any
right which the Landlord would otherwise have against the Tenant for the Rent
hereby reserved or of any other right provided to the Landlord under this Lease
or applicable law, and the Tenant shall remain responsible to the Landlord for
any loss and/or damage suffered by the Landlord by reason of any Event of
Default, regardless of any action by the Landlord.

     Section 14. Estoppel Certificate.

     14.1. The Tenant shall from time to time, within ten (10) days after being
presented with the same by the Landlord or any Mortgagee, execute, enseal,
acknowledge and deliver to the Landlord (or, at the Landlord's request, to any
existing or prospective purchaser, transferee, assignee or Mortgagee of any or
all of the Premises, the Property, any interest therein or any of the Landlord's
rights under this Lease) an instrument in recordable form,

          14.1.1. certifying (a) that this Lease is unmodified and in full force
and effect (or, if there has been any modification thereof, that it is in full
force and effect as so modified, stating therein the nature of such
modification); (b) as to the dates to which the Base Rent and any additional
rent and other charges arising hereunder have been paid; (c) as to the amount of
any prepaid Rent or any credit due to the Tenant hereunder; (d) that the Tenant
has accepted possession of the Premises, and the date on which the Term
commenced; (e) as to whether, to the best of its knowledge, the Landlord or the
Tenant is then in default in performing any of its obligations hereunder (and,
if so, specifying the nature of each such default); and (f) as to any other fact
or condition reasonably requested by the Landlord or such other addressee; and

          14.1.2. acknowledging and agreeing that any statement contained in
such certificate may be relied upon by the Landlord and any such other
addressee.

     Section 15. Quiet Enjoyment.

     The Landlord hereby covenants that the Tenant, on paying the Rent and
performing the covenants set forth herein, shall peaceably and quietly hold and
enjoy, throughout the Term, (a) the Premises, and (b) such rights as the Tenant
may hold hereunder with respect to the remainder of the Property. Nothing in the
provisions of this Lease shall be deemed to impose upon the Landlord any
liability on account of any act or failure to act by any person other than the
Landlord, or its agents, servants or employees.

     Section 16. Notices.

     All notices required or permitted to be given under the provisions herein
shall be in writing and shall be deemed to be properly given if delivered (a) by
hand, or (b) by telecopy, or (c) by a nationally recognized delivery service. In
addition to the foregoing, a copy shall also be sent by U.S. mail, postage
pre-paid, to the address set forth herein. Notice shall be deemed to be given on
the first (1st) business day following such delivery or mailing.


                                       20

<PAGE>

     To the Landlord:

     c/o Obrecht Properties, LLC
     9475 Deereco Road
     Suite 200
     Timonium, Maryland 21093
     Facsimile No. 410-561-2367


                                       21

<PAGE>

     To the Tenant:

     Dover Saddlery Retail, Inc.
     525 Great Road
     Littleton, Massachusetts 01460
     Facsimile No. 978-952-8063

     With a copy:

     At the Premises:
     Sparks Corporate Center
     10 Fila Way
     Sparks, Maryland 21152
     Facsimile No. ________________

     Either party may, at any time, or from time to time, designate in writing a
substitute address for that above set forth, and thereafter all notices to such
party shall be sent in accordance with the above.

     Section 17. General.

     17.1. Effectiveness. This Lease shall become effective upon and only upon
its execution and delivery by each party hereto.

     17.2. Complete Understanding. This Lease represents the complete
understanding between the parties hereto as to the subject matter hereof, and
supersedes all prior written or oral negotiations, representations, warranties,
statements or agreements between the parties hereto as to the same. No
inducements, representations, understandings or agreements have been made or
relied upon in the making of this Lease, except those specifically set forth in
the provisions of this Lease. Neither party hereto has any right to rely on any
other prior or contemporaneous representations made by anyone concerning this
Lease which are not set forth herein.

     17.3. Amendment. This Lease may be amended by and only by a written
instrument executed and delivered by each party hereto.

     17.4. Applicable Law. This Lease shall be given effect and construed by
application of the law of Maryland, and any action or proceeding arising
hereunder shall be brought in the courts of Maryland; provided, that if such
action or proceeding arises under the Constitution, laws or treaties of the
United States of America, or if there is a diversity of citizenship between the
parties thereto, so that it is to be brought in a United States District Court,
it shall be brought in the United States District Court for the District of
Maryland.

     17.5. Waiver. The Landlord shall not be deemed to have waived the exercise
of any right which it holds hereunder unless such waiver is made expressly and
in writing (and no delay or omission by the Landlord in exercising any such
right shall be deemed a waiver of its future exercise). No such waiver as to any
instance involving the exercise of any such right shall be deemed a waiver as to
any other such instance, or any other such right.

     17.6. Time of Essence. Time shall be of the essence of this Lease.

     17.7. Headings. The headings of the Sections, subsections, paragraphs and
subparagraphs hereof are provided herein for and only for convenience of
reference, and shall not be considered in construing their contents.

     17.8. Construction. As used herein,

          17.8.1. the term "person" means a natural person, a trustee, a
corporation, a partnership and any other form of legal entity; and


                                       22

<PAGE>

          17.8.2. all references made (a) in the neuter, masculine or feminine
gender shall be deemed to have been made in all such genders, (b) in the
singular or plural number shall be deemed to have been made, respectively, in
the plural or singular number as well, and (c) to any Section, subsection,
paragraph or subparagraph shall, unless therein expressly indicated to the
contrary, be deemed to have been made to such Section, subsection, paragraph or
subparagraph of this Lease.

     17.9. Exhibits. Each writing or plat referred to herein as being attached
hereto as an exhibit or otherwise designated herein as an exhibit hereto is
hereby made a part hereof.

     17.10. Severability. No determination by any court, governmental body or
otherwise that any provision of this Lease or any amendment hereof is invalid or
unenforceable in any instance shall affect the validity or enforceability of (a)
any other such provision, or (b) such provision in any circumstance not
controlled by such determination. Each such provision shall be valid and
enforceable to the fullest extent allowed by, and shall be construed wherever
possible as being consistent with, applicable law.

     17.11. Definition of "the Landlord".

          17.11.1. As used herein, the term "the Landlord" means the person
hereinabove named as such, and its heirs, personal representatives, successors
and assigns (each of whom shall have the same rights, remedies, powers,
authorities and privileges as it would have had, had it originally signed this
Lease as the Landlord).

          17.11.2. No person holding the Landlord's interest hereunder (whether
or not such person is named as "the Landlord" herein) shall have any liability
hereunder after such person ceases to hold such interest, except for any such
liability accruing while such person holds such interest.

          17.11.3. No Mortgagee not in possession of the Premises of or the
Building shall have any liability hereunder.

          17.11.4. Neither the Landlord nor any principal of the Landlord,
whether disclosed or undisclosed, shall have any personal liability under any
provision of this Lease. If the Landlord defaults in performing any of its
obligations hereunder or otherwise, the Tenant shall look solely to the
Landlord's equity, interest and rights in the Property to satisfy the Tenant's
remedies on account thereof.

     17.12. Definition of "the Tenant". As used herein, the term "the Tenant"
means each person hereinabove named as such and such person's heirs, personal
representatives, successors and assigns, each of whom shall have the same
obligations, liabilities, rights and privileges as it would have possessed had
it originally executed this Lease as the Tenant; provided, that no such right or
privilege shall inure to the benefit of any assignee of the Tenant, immediate or
remote, unless the assignment to such assignee is made in accordance with the
provisions of Section 10. Whenever two or more persons constitute the Tenant,
all such persons shall be jointly and severally liable for performing the
Tenant's obligations hereunder.

     17.13. Commissions. Each party hereto hereby represents and warrants to the
other that, in connection with the leasing of the Premises hereunder, the party
so representing and warranting has not dealt with any real estate broker, agent
or finder, other than MacKenzie Retail, LLC, Blue & Obrecht Realty, LLC and
Clark Commercial Real Estate, whose commissions shall be paid by the Landlord,
and no additional commission, charge or other compensation is due on account
thereof. Each party hereto shall indemnify and hold harmless the other against
and from any inaccuracy in such party's representation.

     17.14. Waiver of Jury Trial. Landlord and Tenant hereby waive trial by jury
in any action or proceeding or counterclaim brought by either party hereto
against the other


                                       23

<PAGE>

party on any and every matter, directly or indirectly, arising out of or with
respect to this Lease.

     IN WITNESS WHEREOF, each party hereto has executed and ensealed this Lease
or caused it to be executed and ensealed on its behalf by its duly authorized
representatives, the day and year first above written.

WITNESS:                                SPARKS LOT SEVEN LLC
                                        Landlord


/s/ Phyllis A. Gaertner                 By: /s/ Thomas F. Obrecht         (SEAL)
-------------------------------------       ------------------------------
                                            Thomas F. Obrecht
                                            Member


WITNESS:                                DOVER SADDLERY RETAIL, INC.
                                        Tenant


/s/ John M. Sullivan                    By: /s/ Jonathan Grylls           (SEAL)
-------------------------------------       ------------------------------
                                            Stephen Day
                                            President

                                            Jonathan Grylls (C.O.O. + Secretary)
                                            signed on behalf of
                                            Stephen Day.


                                       24

<PAGE>

                               AGREEMENT OF LEASE

                                 by and between

                              SPARKS LOT SEVEN LLC

                                       and

                           DOVER SADDLERY RETAIL, INC.

                                   EXHIBIT A-1

                       PLAT SHOWING THE FIRST FLOOR SPACE

                                  (FLOOR PLAN)

                                  *not to scale


                                       25

<PAGE>

                               AGREEMENT OF LEASE

                                 by and between

                              SPARKS LOT SEVEN LLC

                                       and

                           DOVER SADDLERY RETAIL, INC.

                                   EXHIBIT A-2

                       PLAT SHOWING THE SECOND FLOOR SPACE

                                  (FLOOR PLAN)

                                  *not to scale


                                       26

<PAGE>

                               AGREEMENT OF LEASE

                                 by and between

                              SPARKS LOT SEVEN LLC

                                       and

                           DOVER SADDLERY RETAIL, INC.

                                    EXHIBIT B

                           COMMENCEMENT DATE AGREEMENT

     THIS COMMENCEMENT DATE AGREEMENT (hereinafter "Agreement") is dated this
___ day of ________, 200_ by and between Sparks Lot Seven LLC (hereinafter
"Landlord") and Dover Saddlery Retail, Inc. (hereinafter "Tenant").

     WHEREAS, Landlord and Tenant entered into a Lease dated ________, 2006
(hereinafter "the Lease"); pursuant to which Landlord leased to Tenant, certain
Premises within the Building located at 10 Fila Way, Sparks, Maryland 21152, as
more particularly described in the Lease;

     AND WHEREAS, for the purpose of establishing fixed dates, the parties
hereby execute this Agreement setting forth the Commencement and Termination
Dates of the Lease;

     NOW, THEREFORE, Landlord and Tenant hereby agree as follows:

     1. The Commencement Date of the Lease shall be _________, 200_, and the
Termination Date of the Lease shall be ______, 20__ (unless sooner terminated or
extended as provided for in the Lease).

     2. This Agreement is solely intended to constitute a confirmation by the
parties hereto of the Commencement and Termination Dates of the Lease, and is
not intended to amend or otherwise modify the Lease except as herein expressly
set forth. The parties hereto acknowledge that the Lease is in full force and
effect.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
for the purposes set forth above.

WITNESS:                                SPARKS LOT SEVEN LLC
                                        Landlord


                                        By:                               (SEAL)
---------------------------                 ------------------------------
                                            Thomas F. Obrecht
                                            Member


WITNESS:                                DOVER SADDLERY RETAIL, INC.
                                        Tenant


                                        By:                               (SEAL)
---------------------------                 ------------------------------
                                            Stephen Day
                                            President


                                       27

<PAGE>

                               AGREEMENT OF LEASE

                                 by and between

                              SPARKS LOT SEVEN LLC

                                       and

                           DOVER SADDLERY RETAIL, INC.

                                    EXHIBIT C

                           RETAIL SPACE SPECIFICATIONS

     The Landlord will deliver the Premises to Tenant with the following
finishes:

1.   Demising wall(s) in place, taped and spackled, ready for Tenant's paint.

2.   Concrete floor with hand-trowel finish.

3.   Storefront, per Landlord's building elevations.

4.   ADA compliant bathroom per code, with vinyl tile floor and cove base with
     walls taped, spackled and ready for Tenant's paint.

5.   Fire sprinkler system, if required by code, for normal retail use.

6.   Three-phase electric service, 100-amp, 277/480 voltage with 30-kva
     step-down floor mounted transformer and 12-circuit wall-mounted low voltage
     panel board, mounted at rear of the space. Also includes duplex electric
     outlets as required by code.

7.   1" empty conduit from telephone company's demarcation point stubbed to
     Premises, at location as determined by Landlord.

8.   1" water line & 4" sewer connected to bathroom fixtures.

9.   Water drinking fountain and floor sink, if required by code, adjacent to
     bathroom(s).

10.  HVAC system providing 1 ton of cooling per 350 square feet of floor area in
     the Premises, including distribution ducts, diffusers and programmable
     thermostat. Diffusers to be evenly distributed throughout the Premises.

11.  2' x 4' lay-in ceiling tiles with 2' x 4' fluorescent lay-in lighting. One
     light per 100 square feet shall be provided.

12.  Emergency exit signage and lighting, as required by code.


                                       28

<PAGE>

                               AGREEMENT OF LEASE

                                 by and between

                              SPARKS LOT SEVEN LLC

                                       and

                           DOVER SADDLERY RETAIL, INC.

                                    EXHIBIT D

                   TENANT IMPROVEMENT PLANS AND SPECIFICATIONS

                                (To be attached.)


                                       29

<PAGE>

                               AGREEMENT OF LEASE

                                 by and between

                              SPARKS LOT SEVEN LLC

                                       and

                           DOVER SADDLERY RETAIL, INC.

                                    EXHIBIT E

                                     BUDGET

                                (To be attached.)


                                       30

<PAGE>

                               AGREEMENT OF LEASE

                                 by and between

                              SPARKS LOT SEVEN LLC

                                       and

                           DOVER SADDLERY RETAIL, INC.

                                    EXHIBIT F

                 PARK FUND, LOT 7, AND RETAIL PAD APPORTIONMENT

     Each owner or tenant of each lot within the "Sparks Corporate Center" shall
be responsible for its proportionate share of the costs associated with the lot
and improvements thereon so owned or occupied and the care and maintenance of
common areas and amenities of the Sparks Corporate Center as more fully set
forth in the Lease. The number and size of the lots within the Sparks Corporate
Center is subject to modification, therefore, the proportions calculated herein
may be adjusted from time to time by Landlord in its reasonable discretion.

     Section 1. Park Fund Apportionment.

          1.1 Common areas and park amenities (as further defined in the
Covenants and Restrictions) shall include, but not be limited to the following
(all of which are hereinafter collectively referred to as "Park Fund"):

               1.1.1 Landscaping and lawns planted within Baltimore County right
of ways, including the landscaping at the right and left of the entrance, in the
center island, along the public and private roads and right of ways within the
Sparks Corporate Center.

               1.1.2 Main park signage including front entrance sign, street
designation signs and

               traffic control signs.

               1.1.3 Upgraded features at the front entrance including flagpoles
and fountains.

               1.1.4 Irrigation systems installed to maintain lawns and
landscaping in the County/State right of ways.

               1.1.5 Storm water management ponds.

               1.1.6 Street lights along the public and private roads and right
of ways within the Sparks Corporate Center.

          1.2 The Park Fund costs shall be paid on a proportionate basis,
calculated as follows:

               Sparks Corporate Center = 71.05 acres

               "Lot 7" less "Stormwater Pond" (1.45 acres) = 9.1 acres

               "Lot 7" Proportionate Share of Park Fund = 12.8%


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<PAGE>

     Section 2. "Lot 7" Apportionment

          2.1 "Lot 7" shall be comprised of four (4) separate, independent and
free-standing developments, each of which shall operate independently for the
purpose of calculating (and incurring) Taxes, Insurance and Operating Costs. The
four (4) proposed "developments" are:

               2.1.1 a "restaurant pad" comprised of approximately 1.21 acres
("Restaurant Pad");

               2.1.2 an "office building pad" comprised of approximately 3.88
acres ("Office Pad");

               2.1.3 a "retail/office and bank pad" comprised of approximately
4.01 acres ("Retail Pad"); and

               2.1.4 a "storm water management facility" comprised of
approximately 1.45 acres ("Stormwater Pond") servicing the Sparks Corporate
Center.

          2.2 For the purposes of computing the Annual Operating Costs for Lot
7, the Stormwater Pond shall be excluded. (The Stormwater Pond was constructed
to service the Sparks Corporate Center, and thus shall be considered a component
of the "Park Fund' as reflected in Section 1.1.5 above.)

          2.3 Tenant's share of the Annual Operating Costs for Lot 7 (i.e. those
expenses incurred by the Landlord in maintaining "Lot 7" for the use and benefit
of all tenants thereon) and the Park Fund (described in Section 1.2) shall be
paid on a proportionate basis, described in greater detail below.

     Section 3. "Retail Pad" Apportionment.

          3.1 The Retail Pad (defined in 2.1.3 herein) is comprised of two (2)
separate, free-standing buildings (described below), each of which shall pay, on
a proportionate basis, the costs described in Section 3.2 below, same to be
apportioned as follows:

          "Bank Pad"                   =  .60 acres (15%)
          + "Office/Retail Building"   = 3.41 acres (85%)
          ------------------------------------------------
          = Retail Pad                 = 4.01 acres (100%)

          3.2 Tenant's proportionate share of the Retail Pad costs shall
include, but not be limited to:

               3.2.1. Real estate taxes (real estate taxes associated with the
Premises, and any improvements thereto, shall be paid on an actual, as assessed
basis);

               3.2.2 Insurance;

               3.2.3 Annual Operating Costs; and

               3.2.4 Park Fund

          3.3. Tenant's proportionate share of the foregoing costs, based on the
occupancy percentage of the Office/Retail Building, shall be calculated as
follows:

          Tenant's Premises              =   ______

          Office/Retail Building         =   ______

          Tenant's Proportionate Share   =   ______


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<PAGE>

                               AGREEMENT OF LEASE

                                 by and between

                              SPARKS LOT SEVEN LLC

                                       and

                           DOVER SADLERY RETAIL, INC.

                                    EXHIBIT G

                                  SIGN CRITERIA

General

     All permanent Tenant signs, both as to design and shop drawings, must
receive written approval by Landlord before fabrication and/or installation. Any
signs installed without such written approval may be removed by the Landlord at
Tenant's expense. Tenant shall also be allowed to furnish and install a single
sign strip on the road side pylon at its expense in accordance with the
Landlord's design criteria.

     Landlord's approval shall be based on:

     (a) conformity to this Sign Criteria; and

     (b) harmony, both architecturally and aesthetically, of the proposed sign
with the design of the Shopping Center.

     However, Landlord has the specific right to refuse approval of any sign
whether or not such sign conforms to the specific sign criteria set out below
and Landlord reserves the right to modify said criteria for any tenant or
tenants of the Shopping Center without affecting Tenant's obligations hereunder.

     To secure Landlord's approval, a colored sketch and detailed shop drawings
of all signs must be submitted to the Landlord for approval. The shop drawings
must be consistent with the colored sketch and must indicate the type and sizes
of all lettering, their location and details on method of attachment to the
building exterior. A schematic section through the sign will be required where
necessary to show the form, colors and finishes of all materials. Wattages and
light intensity must be specified. Details of all disapproved or conditionally
approved drawings must be resubmitted until unconditionally approved by the
Landlord. Incomplete drawings will be returned without approval.

     Tenants are responsible for securing, at their sole expense, all required
government approvals and permits.

Illuminated Storefront Signs

     Tenant shall employ the services of a qualified sign contractor, licensed
to do work in Baltimore County and the State of Maryland.

     Only tenant's trade name will be permitted on its storefront sign.

     Sign letters shall be individual channelized neon, with metal cans and
plexiglass faces in a uniform color selected by Landlord's architect.

     Tenant's letter size shall be permitted up to the maximum height permitted
under Baltimore County code but shall not exceed seventy-five percent (75%) of
Tenant's storefront width.


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<PAGE>

     The entire cost of Tenant's storefront sign including, without limitation,
design, fabrication and installation, shall be at Tenant's sole expense.

Prohibited Signs

     No flashing, flickering, blinking, animated or moving lights or signs shall
be permitted. Paper signs, window stickers and handmade signs, whether or not of
a temporary nature, are expressly prohibited.


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