ASSIGNMENT AND ASSUMPTION OF LEASE

                       Brownsville, TX

THIS  ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment")
is  made  and  entered into as of the 17th day of  February,
2006, by and between MEYER-LAMPH DEVELOPMENT GROUP, LTD.,  a
Texas  limited partnership ("Assignor"), and  AEI  INCOME  &
GROWTH  FUND  25  LLC, a Delaware limited liability  company
("Assignee").

                          RECITALS:

     A.    Assignor and Assignee are parties to that certain
Commercial  Purchase  and Sale Contract  dated  November  4,
2005,  (the  "Agreement"), pursuant  to  which  Assignee  is
acquiring  from Assignor the real property, and improvements
located  on  such property, more particularly  described  on
EXHIBIT  A attached hereto and incorporated herein  by  this
reference (the "Premises").

B.   Pursuant to the terms of the Agreement, Assignor
desires to sell, assign, convey, transfer and set over to
Assignee and Assignee desires to assume all of Assignor's
interest in that certain Lease dated February 7, 2005 (the
"Lease") by and between Assignor and Advance Stores Company,
Incorporated (the "Tenant"), as evidenced by that certain
Memorandum of Lease dated _____________, 2006, which was
filed and recorded as of the date hereof as Volume _____,
Page ________ in the Official Public Records of Cameron
County, Texas, including all rents prepaid for any period
subsequent to the date of this Assignment, subject to the
terms and conditions set forth below.
C.   Assignor is the Landlord under the Lease with full
right and title to assign the Lease, and the "Rent" (as
defined below) to Assignee as provided herein.  The Lease is
in full force and effect and has not been modified or
amended.  So far as is known to Assignor, there is no
default by Tenant under the Lease, and no Rent has been
waived, anticipated, discounted, compromised or released.
     NOW, THEREFORE, in consideration of the Recitals, which
are  hereby made a part hereof, for other good and  valuable
consideration,  the  receipt and sufficiency  of  which  are
hereby  acknowledged by the parties, Assignor  and  Assignee
hereby agree as follows:

1.   Assignor hereby irrevocably and unconditionally sells,
assigns, conveys, transfers and sets over unto Assignee, its
heirs,  successors and assigns as of the  date  hereof  (the
"Effective  Date"),  all  of  Assignor's  right,  title  and
interest       in,       to       and       under:       (i)

the  Lease,  and  (ii) any and all rents  prepaid  as  of  the
Effective Date, held by Assignor in connection with the  Lease
(the "Rent").

2.   Except as otherwise set forth in Paragraph 4 hereof,
Assignee  hereby assumes and shall be liable for any  and  all
liabilities,   claims,  obligations,  losses   and   expenses,
including  reasonable  attorneys' fees arising  in  connection
with  the Lease, which are actually incurred, and which  arise
by  virtue  of  acts or omissions occurring thereunder  on  or
after  the Effective Date. Assignor shall indemnify  and  hold
Assignee  harmless  from  any  and  all  liabilities,  claims,
obligations,   losses   and  expenses,  including   reasonable
attorneys' fees arising in connection with the Lease which are
actually  incurred,  and which arise  by  virtue  of  acts  or
omissions  occurring thereunder, prior to the Effective  Date.
Except  as otherwise set forth in Paragraph 4 hereof, Assignee
shall  indemnify and hold Assignor harmless from any  and  all
liabilities, claims, obligations, loss and expenses, including
reasonable  attorneys' fees, arising in  connection  with  the
Lease  or  as  a result of Assignee's failure to  fulfill  the
landlord's duties and obligations accruing under the Lease  on
or  after  the Effective Date.  Assignee shall be entitled  to
receive all income arising from the Lease from and after  said
Effective  Date.  Assignor shall be entitled  to  receive  all
income  accruing  from the Lease prior to the Effective  Date.
In  the  event  that  Assignor is paid  any  rents  after  the
Effective  Date, Assignor agrees to pay such  to  Assignee  as
soon  as  reasonably practicable after the date of receipt  by
Assignor.

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

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

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

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

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

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

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


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

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



STATE OF TEXAS          )
                        ) ss.
COUNTY OF HIDALGO       )

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


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


          [SIGNATURES TO CONTINUE ON FOLLOWING PAGE]


               ASSIGNEE:      AEI INCOME & GROWTH FUND 25 LLC,
                              a Delaware limited liability
                              company

                              By: AEI Fund Management XXI, Inc.,
                                  a Minnesota corporation,
                                  its Managing Member


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



STATE OF MINNESOTA       )
                         ) ss.
COUNTY OF RAMSEY         )

The  foregoing  was acknowledged before me this  ____  day  of
February, 2006, by Robert P. Johnson, in his capacity  as  the
President  of  AEI  Fund  Management XXI,  Inc.,  a  Minnesota
corporation, the Managing Member of AEI Income &  Growth  Fund
25 LLC, a Delaware limited liability company, who acknowledged
the  execution of the foregoing instrument to be the voluntary
act and deed of said corporation by authority of its board  of
directors on behalf of the company.

[Seal]                         /s/ Jennifer L Schriner
                       Print Name: Jennifer L Schriner
                       My Commission Expires: 01/31/2010



                           EXHIBIT A

                       Legal Description

LOT  TWO  (2),  BLOCK  (1),  M-L 802  AND  48  SUBDIVISION,  A
SUBDIVISION IN THE CITY OF BROWNSVILLE, CAMERON COUNTY, TEXAS,
ACCORDING TO THE MAP THEREOF RECORDED IN CABINET 1, SLOT 2501-
B MAP RECORDS OF CAMERON COUNTY, TEXAS and also known as  5825
East Ruben Torres Boulevard






                        LEASE AGREEMENT

    THIS  LEASE  AGREEMENT  (this  "Lease")  is  made  as   of
February  7th, 2005 (the "Commencement Date"), between  MEYER-
LAMPH  DEVELOPMENT  GROUP, LTD., a Texas  limited  partnership
("Landlord");  and  ADVANCE STORES  COMPANY,  INCORPORATED,  a
Virginia corporation ("Tenant").

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

     1)   LEASED PREMISES. Subject to and in accordance with the
terms  hereof,  Landlord hereby leases to Tenant,  and  Tenant
leases  from  Landlord, the premises situated at Highway  802,
Cameron County, Brownsville, Texas consisting of approximately
0.815  acres which is outlined in red on a survey dated August
26,  2004,  prepared by Ambiotec Group (the  "Survey"),  which
Survey  is  attached hereto as Exhibit "A" and is incorporated
herein  by  this  reference (together with all  appurtenances,
rights,   interest,  easements  and  privileges  in  any   way
pertaining   thereto,   the   "Land"),   together   with   the
improvements  to  be  constructed  on  the  Land  by  Landlord
pursuant  to  this Lease, such improvements to  consist  of  a
building  space of approximately 7,000 square  feet  of  gross
leasable  floor  area  (the "Building")  and  the  surrounding
parking, landscape and sidewalk areas (including any  and  all
striping  of  such  parking areas) (collectively,  the  "Other
Improvements"),  all as identified on the site  plan  attached
hereto as Exhibit "B," Attachment 1 and incorporated herein by
this  reference (the "Site Plan"). The Land, the Building  and
the   Other   Improvements,  together   with   the   "Tenant's
Improvements"   (as  hereinafter  defined),  if   any,   shall
hereinafter  be  collectively  referred  to  as  the   "Leased
Premises."

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

     3)   USE.

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

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

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


    iii) a massage parlor; a funeral home;

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

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

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

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

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

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

    xi)  any dangerous or unsafe uses;

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

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

    xiv) drug or alcohol rehabilitation or treatment center;

    xv)  abortion clinic; or

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

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

4)   TERM/EXTENSIONS.

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

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

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

         (iii)     Landlord has delivered to Tenant a certified copy of
         the Easement to be recorded described in Exhibit "H" in the
         form of Exhibit "H-1" attached hereto.

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

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

    c)  From  and after the date on which a Renewal Option  is
    exercised,  references to the words "Term" in  this  Lease
    shall  include  the  Option Period(s) by  which  the  Term
    shall  have  been  extended. In the event  this  Lease  is
    canceled or terminated, the expiration date of this  Lease
    shall  be  that  date on which this Lease is  canceled  or
    terminated.  The  term  "Lease  Year"  shall   mean   each
    successive  period  of  twelve (12)  consecutive  calendar
    months,   commencing  on  the  anniversary  of  the   Rent
    Commencement Date, except that the first Lease Year  shall
    commence on the Rent Commencement Date.

5)   RENT.

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


           Initial Term:
           Years 1-10                $9,164.42 per month
           Years 11-15               $10,080.86 per month
          First Option Period        $10,584.90 per month
          Second Option Period       $11,114.15 per month
          Third Option Period        $11,669.85 per month


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


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

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

       i)   Landlord (1) is a limited partnership duly formed,
       validly existing and in good standing under the law of the
       State of Texas, (2) is qualified to do business in and is in
       good standing under the laws of the State of Texas in which
       the Land is located (the "State"), and (3) has full right and
       power to execute and perform this Lease and to grant the
       estate demised herein; Landlord's General Partner, DSL
       Management, L.L.C., a Texas limited liability company
       ("General Partner"), who is acting as its signatory for this
       Lease, is duly authorized and empowered to act for and on
       behalf of the General Partner, and this Lease, including its
       execution by Landlord, is enforceable and binding upon
       Landlord and has been authorized by all requisite action on
       behalf of the General Partner. General Partner (i) is a
       limited liability company duly formed, validly existing and
       in good standing under the law of the State of Texas, (2) is
       qualified to do business in and is in good standing under the
       laws of the State of Texas in which the Land is located (the
       "State"), and (3) has full right and power to execute and
       perform this Lease and to grant the estate demised herein;
       General Partner's President, who is acting as General
       Partner's signatory for this Lease is duly authorized and
       empowered to act for and on behalf of General Partner. Upon
       request by Tenant, Landlord shall furnish to Tenant (i)
       written evidence of Landlord's authority to complete this
       transaction and empowering those executing documents on
       Landlord's behalf to do so and (ii) Landlord's certificate of
       good standing in the State;


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

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

       iv)  This Lease represents the valid, binding obligation of
       Landlord, enforceable against Landlord in accordance with its
       terms.
    b)  Landlord warrants and represents that, as of the
    Commencement Date:

         i)   The Leased Premises is presently, or will be prior to
         commencement of the Work, properly subdivided in compliance
         with all applicable laws and regulations and constitutes a tax
         parcel separate from any other real property; the zoning
         classification of, and all other governmental regulations
         pertaining  to, the Leased Premises shall permit  the
         construction by Landlord as provided by this Lease and the use
         of the Leased Premises by Tenant in accordance with the terms
         of this Lease; and the number of parking spaces totaling
         thirty-six (36) spaces as shown on the Site Plan shall be
         provided in the parking area;

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

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

     c)  Tenant represents and warrants to Landlord that:

         i)   Tenant (1) is a corporation duly formed, validly existing
         and in good standing under the law of the Commonwealth of
         Virginia and (2) is qualified to do business in and is in good
         standing under the laws of the State;

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

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

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

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

8) TENANT'S ALTERATIONS AND SIGNS.

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

     b)   Tenant may erect, at its cost and in its sole discretion,
     an announcement sign on the Leased Premises, the location,
     size and style of which shall be in Tenant's sole and absolute
     discretion, announcing Tenant's future business at the Leased
     Premises. Tenant may, at its cost and in its sole discretion,
     but subject to compliance with all applicable governmental
     regulations, install (1) any and all exterior signs on the
     exterior walls and/or roof of the Leased Premises as it deems
     necessary and (2) any and all pylon or monument signs on the
     Leased Premises as it deems necessary. Tenant's ability to
     erect at the Leased Premises no less than 133.66 square feet
     of exterior signage in the color(s), size(s) and location(s)
     shown on Exhibit B, Attachment II (the "Elevations")  and
     Exhibit "I-1" and no less than a 147 square foot pylon sign in
     the color(s), size(s) and location(s) shown in Exhibit "I-2"
     attached hereto and on the Site Plan is a condition precedent
     to  its obligations under this Lease and, in that regard,
     Tenant shall apply for all necessary governmental permits for
     its desired signage within a reasonable period of time after
     the  Commencement Date of this Lease and shall reasonably
     diligently pursue such application thereafter. In the event
     Tenant does not receive all necessary governmental permits for
     Tenant's desired signage by the date Landlord has received the
     "Approvals" (as defined in Section 3(a) of the Construction
     Provisions), Tenant, at its option, may terminate this Lease
     by giving written notice to Landlord. If local laws do not
     permit the signage that Tenant desires to erect, then Tenant
     may,  at its expense, seek a sign code variance to  allow
     Tenant's signage. Landlord shall execute any documents, forms
     or applications necessary for Tenant to obtain all necessary
     zoning approvals, variances or special exceptions for any and
     all  of  Tenant's signage and shall promptly execute  all
     documents required in connection therewith. Notwithstanding
     anything contained herein to the contrary, Tenant shall be
     entitled,  without  Landlord's consent,  but  subject  to
     compliance with all applicable governmental regulations, to
     replace any and all of its signs with signage consistent with
     Tenant's then-current prototypical sign plans. In the event of
     an assignment or subletting as a result of which Tenant is no
     longer occupying any portion of the Leased Premises, Tenant's
     signs may be replaced by signs identifying the appropriate
     assignee or subtenant, provided that the specific design of
     such signage shall be subject to Landlord's consent, which
     consent shall not be unreasonably withheld, conditioned or
     delayed.


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

9)  ASSIGNMENT AND SUBLEASING. Tenant shall have the right  to
sublet,  assign, transfer, reassign and grant  concessions  or
licenses  (a  "Transfer") in all or any  part  of  the  Leased
Premises and any of Tenant's rights and obligations under this
Lease,  without  Landlord's consent. In the event  of  such  a
Transfer,  Tenant  shall remain liable  for  all  of  Tenant's
obligations  to  Landlord arising hereunder so  long  as  this
Lease  is  not changed, modified or amended in any respect  by
Landlord and any transferee. Should Tenant wish to be relieved
of its
obligations  hereunder  upon  a  Transfer,  Landlord's   prior
consent  to a Transfer shall be required, which consent  shall
not   be   unreasonably  withheld,  conditioned  or   delayed.
Notwithstanding  the immediately preceding  sentence,  in  the
event   any   assignee   hereunder  or  assignee's   guarantor
subsequent  to  an  assignment has a net worth  calculated  in
accordance with generally accepted accounting principles equal
to  or  greater than the net worth of Advance Stores  Company,
Incorporated, as of the end of the fiscal year  in  which  the
Commencement Date of this Lease occurs, Landlord's consent  to
such  assignment  shall  not be necessary,  and  Tenant  shall
thereafter automatically (and without any action by  Landlord)
be  relieved  of  any further obligations  under  this  Lease.
Landlord  acknowledges and agrees that Landlord's conditioning
of  the  granting of its consent upon obtaining (i) a material
amendment or modification to the terms of this Lease  or  (ii)
monetary  compensation, shall be deemed unreasonable.  In  the
event Tenant shall be reorganized, merged or consolidated with
any  other  corporation, limited liability  company  or  other
business entity, or shall sell all or substantially all of its
assets,   any  resulting  or  surviving  corporation,  limited
liability  company  or  other business entity,  or  any  other
person,  which  shall,  as  a result of  such  reorganization,
merger, consolidation or sale, succeed to substantially all of
the  assets or the business of Tenant, and which shall  assume
all  of  the liabilities and obligations of Tenant under  this
Lease,  shall  automatically  and  without  the  necessity  of
further assignment or any other act become and be Tenant under
this Lease in accordance with and subject to all of the terms,
provisions  and conditions hereof Tenant shall  give  Landlord
notice  of any Transfer, such notice to include a copy of  the
original   instrument  evidencing  such  Transfer;   provided,
however,  that Tenant's failure to provide such  notice  shall
not  be  an  "Event  of Default" (as hereinafter  defined)  by
Tenant  hereunder or give Landlord the right to  exercise  any
right or remedy against Tenant hereunder.


10) MAINTENANCE AND REPAIRS:

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

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

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

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

    i)   any and all maintenance, repairs and/or replacements
    to  the  slab, foundation and structure of the Leased
    Premises (including, without limitation, repairing any
    cracks  or  other  damage thereto,  but  specifically
    excluding painting of the exterior walls unless painting
    is  required  as  a result of Landlord's  failure  to
    maintain, repair and/or replace the slab, foundation or
    structure as provided herein);

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

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

    iv)  any and all maintenance, repairs and/or replacements
    to the heating, ventilation and air-conditioning system
    of the Leased Premises (the "HVAC"), in the event that
    Landlord fails to deliver the certificates as to the HVAC
    as  required  by  Section  2(0  of  the  Construction
    Provisions;

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

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

c)  With  regard  to  those items  which  are  Landlord's
responsibility under Section 10(b) above, if an emergency
situation   occurs,  Tenant  shall  make  all  reasonable
efforts to contact Landlord by telephone or facsimile  to
advise  Landlord of the need for such maintenance, repair
or  replacement.  If after making reasonable  efforts  to
contact  Landlord,  either Tenant is  unable  to  contact
Landlord  or  if Tenant succeeds in contacting  Landlord,
and  Landlord  fails to undertake action to  correct  the
emergency situation within twenty-four (24) hours, Tenant
may perform such maintenance, repair or
replacement as Tenant deems necessary. Within thirty (30)
days after written notice from Tenant (accompanied by  an
invoice or other reasonable evidence of the costs  to  be
reimbursed), Landlord shall pay Tenant an amount equal to
the actual, out-of-pocket costs incurred by Tenant in the
performance   of   such   maintenance,   repair    and/or
replacement.  If  Landlord fails to pay  to  Tenant  such
costs within such thirty (30) day period, then Tenant may
deduct  the amount of such costs from Basic Rent and  any
other charges owed by Tenant to Landlord. For purposes of
this  Section  10(c), an "emergency  situation"  means  a
condition or state of facts which if not corrected  would
result  in further damage to the Leased Premises  or  its
contents  or  personal  injury or  damage  to  any  other
property  or  which would in any way prevent Tenant  from
conducting  its  business at the Leased Premises  in  its
customary  manner. The provisions of this  Section  10(c)
shall  control over any conflicting provisions  contained
in this Lease.

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


    e)   Landlord hereby assigns to Tenant all of Landlord's
    interest  in, and rights under (including  rights  to
    enforce),  all warranties and guaranties received  in
    connection with the Work or any other work, maintenance,
    repairs and/or replacements performed by, or  at  the
    direction  Landlord in, on or at the Leased Premises;
    provided,  however, that Landlord shall  retain  such
    interest  in  and  rights under such  warranties  and
    guaranties as are necessary or desirable for Landlord to
    complete any maintenance, repairs and/or replacements to
    the Leased Premises which (i) are required during the
    first  Lease  Year of the Term due  to  the  original
    construction of the Leased Premises or (ii) are  made
    necessary by reason of defects in the workmanship  or
    materials used in the construction of any portion of the
    Leased Premises (except for any portion of the Leased
    Premises that was constructed by Tenant) or are due to
    the  settling of the Leased Premises, as provided  in
    Section 10(b)(vi) above.
    11)   UTILITIES. Tenant agrees to pay the charges and  all
    required deposits for all utility services furnished to and
    used by Tenant in the Leased Premises during the Term directly
    to the utility companies providing such services, excluding
    any and all connection fees, hook-up charges, impact fees and
    other similar costs related to the initial start-up expenses
    for providing such services to the Leased Premises, all of
    which costs and expenses shall be paid by Landlord. Subject to
    applicable law, Tenant shall be entitled to select the utility
    service provider which shall provide water, electric, gas,
    cable and telecommunication services to the Leased Premises.

12)  INSURANCE: INDEMNIFICATION.

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

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

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

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

    e)    Landlord shall maintain with respect to  the  Leased
    Premises a policy of commercial general liability insurance,
    which insurance shall stipulate limits of liability of not
    less  than $2,000,000 each occurrence, single limit bodily
    injury and/or property damage combined, and shall be provided
    by  companies authorized to do business in the State. Such
    policies  of insurance shall name Tenant as an  additional
    insured. Landlord shall, within a reasonable period of time
    after receipt of written request therefor by Tenant, provide a
    certificate of such commercial general liability insurance
    evidencing Tenant as an additional insured on such policy and
    providing that the applicable coverage shall not be cancelled
    or modified without thirty (30) days notice to the holder of
    such certificate.
    During  any  period in which Landlord  or  Tenant  is
conducting  construction activities  at,  in  or  on  the
Leased  Premises,  such party shall keep,  or  cause  its
general  contractor to keep, in full  force  and  effect,
with  regard  to the Leased Premises, in form  reasonably
acceptable  to  the  other party, at  least  the  minimum
insurance coverages set forth below:

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

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

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

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

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

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

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

13) REAL ESTATE TAXES.

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


     b)   Tenant shall have the right, at Tenant's sole expense, to
     contest the amount or validity, or otherwise seek an exemption
     or abatement, of any Real Estate Taxes or to seek a reduction
     in the valuation of the Leased Premises assessed for purposes
     of Real Estate Taxes by appropriate proceedings diligently
     conducted in good faith, provided that (i) Tenant shall first
     have notified Landlord in writing of its intent to do so and
     (ii) such contest will not result in the foreclosure, loss or
     forfeiture of the Leased Premises, or any portion thereof. In
     any instance where any such action or proceeding is being
     undertaken  by Tenant, Landlord shall (i) cooperate  with
     Tenant,  (ii) execute any and all documents  required  in
     connection therewith and (iii) if required by any law, rule or
     regulation of the taxing authority, shall join with Tenant in
     the  prosecution  thereof. Upon the  termination  of  the
     proceedings set forth above (unless the taxing  authority
     requires that Real Estate Taxes be paid under protest prior to
     commencement of such proceedings), Tenant shall  pay  the
     applicable Real Estate Taxes as finally determined in such
     proceedings, the payment or partial payment of which may have
     been deferred during the prosecution of such proceedings.
     Tenant shall be entitled to a refund of any overpayment of
     Real  Estate  Taxes relating or allocable to  the  Leased
     Premises, as well as a reimbursement from the appropriate
     taxing authority of all costs, fees and expenses it incurs in
     such protest or reassessment.
    c)   For purposes of this Lease, the term "Real Estate Taxes"
    shall mean all general real estate taxes and assessments and
    other ad valorem taxes, rates and levies paid upon or with
    respect  to the Leased Premises for a calendar year  or  a
    portion thereof to any governmental agency or authority and
    all charges specifically imposed in lieu of any such taxes,
    but specifically excluding "roll-back" taxes or other similar
    land  use  charges. Nothing contained in this Lease  shall
    require Tenant to pay any local, county, municipal, state or
    federal income, franchise, corporate, estate, inheritance,
    succession,  capital levy, business  or  transfer  tax  of
    Landlord, or any local, county, municipal, state or federal
    income, profits, gross receipts, sales or renewal  tax  or
    charge upon the rent or other charges payable by Tenant under
    this Lease.

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

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

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

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

14) DAMAGE OR DESTRUCTION.

    a)  If,  during  the Term, a fire or other casualty  shall
    render  the  whole or any portion of the  Leased  Premises
    untenantable, in Tenant's reasonable judgment, and if,  in
    Tenant's  reasonable  judgment, the  Leased  Premises  can
    reasonably  be  expected to be restored  to  substantially
    the  same  condition existing immediately  prior  to  such
    casualty  within one hundred eighty (180)  days  from  the
    date  of  such casualty, Landlord shall repair and restore
    the  Leased  Premises to substantially the same  condition
    existing  immediately prior to such casualty  within  such
    one  hundred  eighty  (180) day  period  (subject  to  any
    delays  caused by a "Force Majeure Event" [as  hereinafter
    defined]). In
the  event  that  Landlord timely completes  such  repair
and/or restoration, this Lease shall remain in full force
and  effect.  During the period during which such  repair
and/or  restoration  is being performed,  rent  otherwise
payable hereunder shall abate in the proportion that  the
area  of the Leased Premises rendered untenantable  bears
to  the  entire  area  of the Leased Premises  until  the
Leased  Premises  is  completely restored,  repaired,  or
replaced   to  the  satisfaction  of  Tenant;   provided,
however, that no rent shall be payable for any portion of
the  Leased Premises unless Tenant is able to conduct its
usual  business  on that portion of the  Leased  Premises
that remains tenantable. In the event that Landlord shall
undertake to perform such repair and restoration  of  the
Leased   Premises,  Tenant  shall,  prior   to   Landlord
commencing such repair and restoration, provide  Landlord
with
(i)  all  insurance proceeds and (ii) the amount  of  the
difference  between the insurance proceeds and  the  full
replacement cost of the Leased Premises.

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

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

    d)   If this Lease is terminated pursuant to this Section
    14, Landlord shall promptly pay to Tenant any prepaid but
    unearned Basic Rent and other charges paid by Tenant, or
    Tenant shall promptly pay to Landlord any Basic Rent and
    other charges earned and unpaid, and Landlord shall have
    the right to (i) the amount of all insurance proceeds and

(ii)  the  amount of the difference between the insurance
proceeds  and  the full replacement cost  of  the  Leased
Premises.

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

(i) all
     insurance   proceeds  associated  with  such  damage   or
     destruction  of  the structural elements  of  the  Leased
     Premises  and  (ii) the amount of the difference  between
     the  insurance proceeds and the cost to repair  any  such
     damage  or destruction of the structural elements of  the
     Leased Premises.

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

15) CONDEMNATION.

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


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

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

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

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

16) TENANT'S DEFAULT:

    a)   The following shall constitute an event of default by
    Tenant hereunder (an "Event of Tenant Default");

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

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

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


17) LANDLORD'S DEFAULT.

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

         (i)  Landlord's failure to make any payments of money due
         Tenant or any third party, including but not limited to the
         payment of the brokerage commissions pursuant to Section 29(s)
         below, within ten (10) days after the receipt of written
         notice from Tenant that same is overdue; or

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

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

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

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

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

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

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

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

18) NON-COMPETITION.

    a)  Neither Landlord nor any stockholder, member, partner,
    beneficiary,  successor, assign, personal  representative,
    heir,  subsidiary  or  affiliate  of  Landlord,  nor   any
    person(s)  or  entity(ies) having  a  direct  or  indirect
    interest  in  Landlord, shall, for as long as  this  Lease
    remains   in   force  and  effect,  either   directly   or
    indirectly,  own,  occupy or operate, or  sell,  lease  or
    otherwise transfer to any person or entity, or permit  any
    person  or entity to occupy, any land, building,  premises
    or  space,  whether presently owned or hereafter acquired,
    located  within two (2) miles of the Leased  Premises  for
    the  purpose of (i) conducting thereon a business  similar
    to  that  being conducted by Tenant on the Leased Premises
    or  (ii) the sales, display or rental of automotive parts,
    accessories, supplies
    and/or  maintenance items. In addition,  neither  Landlord
    nor   any   stockholder,  member,  partner,   beneficiary,
    successor,   assign,   personal   representative,    heir,
    subsidiary or affiliate of Landlord, nor any person(s)  or
    entity(ies)  having  a  direct  or  indirect  interest  in
    Landlord,  shall  lease,  sell or  otherwise  transfer  or
    convey  any  such  premises adjacent to and/or  contiguous
    with  the  Leased  Premises  without  imposing  thereon  a
    restriction to secure compliance herewith, or  permit  any
    tenant  or  occupant  of any such  premises  or  any  part
    thereof  to  sublet or assign in any manner,  directly  or
    indirectly,   any  part  thereof  to  any  person,   firm,
    corporation  or other entity engaged in any such  business
    described  above,  without the prior  written  consent  of
    Tenant,  which  consent  may  be  withheld  by  Tenant  in
    Tenant's sole discretion.

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

          i)   Tenant may institute proceedings to enjoin the violation;

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

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

19) ENVIRONMENTAL:

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

     b)   Landlord represents, warrants and covenants that:
    (i)  to the best of Landlord's knowledge and belief, the
    Leased Premises is in compliance with all Environmental
    Laws and no Hazardous Substances have been released or
    threatened to be released upon, in, at, around or under
    the Land or off-site locations within one (1) mile of the
    Land that are owned, operated or controlled by Landlord
    or any party related to Landlord to any degree, except as
    disclosed in the Phase I Report (as defined in Section
    19(c));

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

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

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

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

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

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

    Landlord   agrees  to  indemnify  and   hold   Tenant
harmless  from  any  and  all  claims,  damages,   fines,
judgments,  penalties,  costs,  liabilities   or   losses
(including, without limitation, any and all sums paid for
settlement of claims, attorneys' fees, consultants'
fees,  and  expert fees) arising at any time from  or  in
connection with (i) the presence or release, or suspected
presence or release, of Hazardous Substances or asbestos-
containing  materials at, in or on  the  Leased  Premises
unless  the  Hazardous Substances or  asbestos-containing
materials are present solely as a result of the breach by
Tenant  of the provisions of Section 19(d) below or  (ii)
the  violation  of  any Environmental  Laws  unless  such
violation  is  due solely as a result of  the  breach  by
Tenant  of the provisions of Section 19(d) below. Without
limiting  the foregoing, this indemnification  (i)  shall
include   any  and  all  costs  incurred   due   to   any
investigation  of  the Leased Premises  or  any  cleanup,
removal,  or  restoration mandated  by  any  governmental
authorities and (ii) shall specifically include  any  and
all costs due to Hazardous Substances that flow, diffuse,
migrate,  or  percolate into, onto, or under  the  Leased
Premises.

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


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

20) SUBORDINATION ESTOPPELS.

    a)   Simultaneously with the execution hereof, Landlord shall
    deliver to Tenant, with regard to any and all "Ground Leases"
    (as  hereinafter defined) and any and all "Mortgages"  (as
    hereinafter defined) encumbering the Leased Premises as of the
    Commencement  Date  of this Lease, a  subordination,  non-
    disturbance and attornment agreement in the form  attached
    hereto as Exhibit "C", executed by the lessor under any such
    Ground Lease ("Ground Lessor") or the holder of such Mortgage
    ("Mortgagee"), as applicable. Tenant shall have no obligation
    to  pay  Basic Rent or other charges hereunder until  such
    subordination, non-disturbance and attomment agreement(s) are
    delivered to Tenant, whereupon Tenant shall pay all accrued
    Basic Rent and other charges due hereunder at the time of such
    delivery. In addition, throughout the Term, Landlord shall
    deliver  to  Tenant  a subordination, non-disturbance  and
    attomment agreement in the form attached hereto as Exhibit "C"
    executed by any Ground Lessor or Mortgagee (as applicable)
    with regard to all future Ground Leases and Mortgages and with
    regard  to  all renewals, modifications, replacements  and
    extensions of such Ground Leases or Mortgages. Upon Tenant's
    receipt of the executed subordination, non-disturbance and
    attomment agreement, this Lease shall be subordinate to the
    corresponding Ground Lease or Mortgage. Landlord shall cause
    any present or future Mortgagee to deliver a subordination,
    non-disturbance and attomment agreement in accordance with
    this Section 20(a) at or prior to the time which the lien of
    the  Mortgage is filed against record title to the  Leased
    Premises. As used in this Lease, the term "Mortgage" shall
    mean any mortgage, deed to secure debt, deed of trust, trust
    deed or other collateral conveyance of, or lien or encumbrance
    against, all or any portion of the Leased Premises, and the
    term  "Ground Lease" shall mean any ground lease or master
    lease affecting all or any portion of the Leased Premises.


    b)    Tenant shall, at all reasonable times, upon at least
    thirty (30) days' prior written notice from Landlord, provide
    Landlord with an estoppel certificate in the form attached
    hereto as Exhibit "E."

    c)    No  Personal Property of Tenant shall be subject  to
    mortgage liens of Landlord.

21)  TENANT'S PROPERTY AND WAIVER OF LANDLORD'S LIEN.  All  of
Tenant's  Personal Property, except that which is  permanently
attached,  and  inventory  shall be and  remain  the  personal
property  of Tenant and shall be removable by Tenant any  time
prior  to the expiration or earlier termination of this Lease.
Notwithstanding  anything contained herein  to  the  contrary,
Landlord   expressly  waives  its  statutory  or  common   law
landlord's  liens (as same may be enacted or  may  exist  from
time to time) and any and all rights granted under any present
or  future  laws  to  levy or distrain for  rent  (whether  in
arrears or in advance) against the Personal
Property and further agrees to execute any reasonable
instruments evidencing such waiver, at any time or times
hereafter upon Tenant's request.

22)   TENANT'S FINANCING. Notwithstanding any other provisions
of  this  Lease, Tenant may, without Landlord's consent,  from
time  to  time, secure financing or general credit  lines  and
grant  the  lenders  thereof,  as  security  therefor,  (i)  a
security interest in the Personal Property, (ii) the right  to
enter  the  Leased  Premises  to  realize  upon  any  Personal
Property  so pledged, and/or (iii) a collateral assignment  of
Tenant's  leasehold  interest in  the  Leased  Premises,  with
rights  of  reassignment; provided, however,  such  collateral
assignment  may  be  made solely for the purpose  of  securing
Tenant's indebtedness.

23)  COMPLIANCE WITH APPLICABLE LAWS AND PERMITTED
ENCUMBRANCES. During the Term, Landlord and Tenant shall
comply with (i) all lawful requirements of the local, county
and state health boards, police and fire departments,
municipal and state authorities and any other governmental
authorities with jurisdiction over the Leased Premises and
(ii) any covenants, restrictions and requirements contained in
the Permitted Encumbrances, respecting Tenant's use and
occupancy of the Leased Premises.

    24)  NOTICES. Notices under this Lease shall be in writing and
    shall be deemed properly served and received: (i) two  (2)
    business days after being deposited in the United States mail,
    as certified or registered mail, return receipt requested,
    bearing adequate postage, (ii) one (1) business day  after
    being deposited with a reputable overnight delivery carrier
    (e.g.  Federal Express, Airborne, UPS, Express  Mail)  for
    guaranteed next day delivery with a request that the addressee
    sign a receipt evidencing delivery or (iii) upon receipt if
    personally delivered. Rejection or other refusal to accept or
    the inability to deliver because of changed address of which
    no  notice was given shall be deemed to be receipt of  the
    notice as of the date of such rejection, refusal or inability
    to deliver. Notices shall be addressed as follows:

To Landlord at:         Meyer-Lamph Development Group, LTD.
                        5111 North McColl Road
                        McAllen, TX 78504

To Tenant at:           Advance Stores Company, Incorporated
                        P.O. Box 2710
                        Roanoke, Virginia 24001
                        Attn: Real Estate Department

for overnight delivery: 5673 Airport Road
                        Roanoke, VA 24012
                        Attn: Real Estate Department

With a copy to:         Advance Stores Company, Incorporated
                        5673 AirportRoad
                        Roanoke, VA 24012
                        Attn: Legal Department


or  to  any other address furnished in writing by any  of  the
foregoing.  However,  any  change of address  furnished  shall
comply  with  the notice requirements of this Section  24  and
shall  include a complete outline of all current addresses  to
be used for all parties.

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

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

27)  SURRENDER; HOLDING OVER

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

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

28)   EASEMENT.  Landlord  shall  be  solely  responsible  for
complying  with  all  obligations  imposed  upon  the   Leased
Premises or the owner or occupant thereof by the Easement,  as
hereinafter  defined,  including,  but  not  limited  to,  all
insurance and indemnification. Tenant shall be responsible for
maintenance under the Easement provided that Landlord delivers
the  certificate as to the parking area of the Leased Premises
as required by Section 2(c) of the Construction Provisions and
constructs  the  parking area in accordance  with  the  design
standards  therefor  as  required  by  Section  2(b)  of   the
Construction  Provisions.  Landlord  shall  promptly   provide
Tenant  with  a  copy  of  any  notice  Landlord  receives  in
connection  with the Easement. Landlord shall not  consent  to
any amendment to or modification of the Easement without first
notifying  Tenant of such proposed amendment  in  writing  and
receiving  Tenant's  written consent to such  amendment,  such
consent  not  to  be  unreasonably  withheld.  Landlord  shall
indemnify  and hold harmless Tenant from all damages,  claims,
liabilities  or  expenses,  including  reasonable  and  actual
attorney's  fees (through all levels of proceedings),  arising
in  connection with the Easement or any obligation imposed  or
right granted therein.

     29)  MISCELLANEOUS PROVISIONS.

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

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

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

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

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

f)  MEMORANDUM OF LEASE; DECLARATION. Simultaneously with
the execution of this Lease, Landlord shall (i) cause  to
be prepared and executed, at its expense, a short form or
memorandum of this Lease in the form attached  hereto  as
Exhibit  "F"  (the "Lease  Memorandum") and  (ii)  submit
same to Tenant. In the event a Lease Memorandum cannot be
recorded  in  the State or locality in which  the  Leased
Premises   is   located  due  to   legal   or   financial
considerations,  as  determined by  Tenant  in  its  sole
discretion,  after consultation with Landlord  concerning
the  requirements  of  said State or  locality,  Landlord
shall  (i)  cause  to be prepared and  executed,  at  its
expense,  a  Declaration  of  Covenants,  Conditions  and
Restrictions  encumbering the  Leased  Premises  and  any
other  real property owned, leased, operated or otherwise
controlled  by  Landlord  and/or  related  entities   and
located adjacent to or within two (2) miles of the Leased
Premises,  the  form  of  which Declaration  is  attached
hereto as Exhibit "G" (the "Declaration") and (ii) submit
same  to  Tenant.  Landlord  shall  record,  at  Tenant's
expense,   such  Lease  Memorandum  or  Declaration,   as
applicable.  The provisions of this Lease  shall  control
with  regard to any omissions from, or provisions  hereof
which  may  be in conflict with, the Lease Memorandum  or
the  Declaration.  Notwithstanding  the  foregoing,  this
Lease  shall  not be recorded in any office or  place  of
public  record,  and if either party  shall  record  this
Lease  or  cause or permit the same to be recorded,  such
act  may  be  treated as a breach of this Lease  by  such
recording   party.   Upon  the  expiration   or   earlier
termination  of  this  Lease, the  parties  hereto  shall
execute  a mutually acceptable agreement terminating  the
Lease Memorandum or the Declaration, as applicable.

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

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

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

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

k)    PRE-EXISTING CONDITIONS. Nothing contained in  this
Lease  shall  be  construed to impose any  responsibility
upon  Tenant  with regard to any loss,  injury  or  other
claim  arising as a result of any condition that  existed
on  the  Leased  Premises at the time of Tenant's  taking
possession thereof.

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

m)   CHOICE OF LAW. This Lease shall be construed in
accordance with and governed by the laws of the State.

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

o)    NO  CONSTRUCTION AGAINST DRAFTING PARTY. This Lease
has been prepared by Tenant and its professional advisors
and  reviewed by Landlord and its professional  advisors.
Tenant, Landlord and their separate advisors believe that
this  Lease is the product of all of their efforts,  that
it  expresses their agreement, and that it should not  be
interpreted  in  favor of either Tenant  or  Landlord  or
against either Tenant or Landlord merely because of their
efforts in preparing it.

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

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

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

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

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

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

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


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

                                  LANDLORD:

                                  MEYER-LAMPH DEVELOPMENT GROUP LTD
                                  a Texas limited partnership

                                  BY: DSL Managment LLC
                                  a Texas limited liability company
                                  Its General Partner

                                  By:  /s/ Dale Meyer
                                  Name Dale Meyer
                                  Its President
                                  Date 2/3/05



                                  TENANT:

                                  ADVANCE STORES COMPANY
                                  INCORPORATED, a Virginia corporation

                                  By: /s/ Jimmmie L Wade
                                  Name Jimmie L Wade
                                  Its President
                                  Date 2/7/05



STATE OF TEXAS       )
                     )SS
COUNTY OF HIDALGO    )


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

        Given under my hand seal this 3rd day of February, 2005.

        [Notary seal]                       /s/ Mary S Scott
                                                Notary Public
        My Commission Expires March 3, 2007





   COMMONWEALTH OF VIRGINIA    )
                               )SS
   COUNTY OF ROANOKE           )

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

        Given under my hand and seal this 7th day of February, 2005.



                                             /s/ Darin M Shaz
                                             Notary Public

        My Commission expires:  7-31-08





                METES AND BOUNDS
  BEING A 0.815 ACRE (35,500 SQ. FT.) TRACT, AND BEING ALL
  OF LOT ONE (1), AND THE EAST FIFTY FEET (50') OF LOT TWO
  (2), BLOCK ONE (1), RESACA GRANDE SUBDIVISION, SECTION I,
  A SUBDIVISION IN THE CITY OF BROWNSVILLE, CAMERON COUNTY,
  TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN
  CABINET I, SLOT 1338-A AND 1338-B, OF THE MAP RECORDS OF
  CAMERON COUNTY, TEXAS; SAID 0.815 ACRE TRACT BEING MORE
  PARTICULARLY LOCATED AND DESCRIBED AS FOLLOWS;

  BEGINNING AT A CONCRETE MONUMENT FOUND ON THE NORTH RIGHT-
  OF-WAY LINE OF F.M. 802 (150 F.T. R.O.W.) SAID POINT BEING
  THE SOUTHEAST CORNER OF LOT ONE (1) OF SAID RESACA GRANDE
  SUBDIVISION, SECTION I AND THE SOUTHWEST CORNER OF LOT
  FOUR (4) OF MADDEN RESUBDIVISION (CABINET I, PAGE 1375-A,
  C.C.M.R.), FOR THE SOUTHEAST CORNER OF THIS TRACT;

  THENCE, ALONG THE NORTH RIGHT-WAY LINE OF SAID F.M. 802
  (150 FT. R.O.W.) WITH ALONG A CURVE TO THE LEFT'WITH A
  RADIUS OF 1984.86 FT_ AT AN ARC DISTANCE OF 100.64 FT. TO
  THE SOUTHWEST CORNER OF LOT 1, SAME. BEING THE SOUTHEAST
  CORNER OF. LOT 2, A TOTAL DISTANCE OF 150.77 FT. (CH: N
  5715.00"W 150.73 FT.) TO A ONE-HALF INCH IRON ROD WITH AN
  ORANGE PLASTIC CAP STAMPED "AMBIOTEC RPLS 5301" SET FOR THE
  SOUTHWEST CORNER OF THIS TRACT;

  THENCE, LEAVING THE NORTH RIGHT-OF-WAY OF F.M. 802(150
  FL R.O.W.), NORTH 27 DEG. 12 .MIN. 29 SEC. EAST, A
  DISTANCE OF 173.01 FT. TO A POINT ON THE NORTH LINE OF
  LOT TWO (2) OF SAID RESACA GRANDE SUBDIVISION, SECTION I,
  TO A ONE-HALF INCH IRON ROD WITH AN ORANGE PLASTIC CAP
  STAMPED "AMBIOTEC RPLS 5301" SET FOR THE NORTHWEST CORNER
  OF THIS TRACT;

  THENCE, ALONG THE NORTH LINE OF LOTS ONE (1) AND TWO (2),
  OF SAID RESACA GRANDE SUBDIVISION, SECTION I, SOUTH 59 DEG.
  59 MN. 23 SEC_ EAST, AT A DISTANCE OF 50.06 FT. TO THE
  NORTHEAST CORNER OF LOT 2 SAME BEING THE NORTHWEST CORNER
  OF LOT 1, AND A TOTAL DISTANCE OF 251.85 FT. TO A METAL
  PIPE FOUND FOR THE SOUTHEASTCORNER OF LOT TWELVE (12) AND.
  THE NORTHEAST CORNER OF LOT ONE (1) OF SAID RESACA GRANDE
  SUBDIVISION, SECTION 1, FOR THE NORTHEAST CORNER OF THIS
  TRACT;

  THENCE, ALONG THE EAST UNE OF LOT ONE (1) OF SAID RESACA
  GRANDE SUBDIVISION, SECTION I, SAME BEING THE WEST LINE OF
  SAID LOT 4, MADDEN RESUBDIVISION, SOUTH 57 DEG. 17 MIN. 35
  SEC. WEST, A DISTANCE OF 202.53 FT. TO THE POINT OF
  BEGINNING.

  CONTAINING. 0.815 ACRE (35,500 SQ. FT.) OF LAND, MORE OR
  LESS.

    GENERAL NOTES:
  1) THIS. TRACT LIES IN FLOOD ZONE "C" (OUTSIDE THE. 100-
    YEAR FLOOD PLAIN). AS PER THE F.I.A. FLOOD INSURANCE
    RATE MAP OF COMMUNITY NO. 480101, PANEL NO. 0350-B.
    EFFECTIVE DATE SEPTEMBER 15, 1983.

    MONUMENTATION FOUND ALONG THE NORTH RIGHT-OF-WAY UNE
    OF F.M. 802 (150 FT. R.O.W.) WAS HEW FOR BASIS OF
    BEARING.

   3)   THIS TRACT IS SUBJECT TO RESTRICTIONS RECORDED IN VOLUME
    3486, PAGE 162, OFFICIAL RECORDS OF CAMERON COUNTY, TEXAS.

   4)   THIS TRACT IS CLASSIFIED: '4Ca- GENERAL RETAIL "'0"
                 AS PER THE CITY OF BROWNSVILLE
                 PLANNING it ZONING. DEPARTMENT.
                 CONTACT. PERSON: SUSANA GUZUAN,
                 TELEPH. 956-548-6105
            IN A -G"' AREA DISTRICT, YARD SHALL BE PROVIDE)
            AS FOLLOWS:
 THERE SHALL BE A.1-K NT YARD ALONG THE FRONT UNE OF THE
 LOT. THE MINIMUM DEPTH OF EACH FRONT YARD SHALL BE 25
 FEET.

 THERE SHALL BE A REAR YARD ALONG THE REAR UNE OF THE
 LOT. THE MINIMUM DEPTH OF SUCH SHALL BE REAR YARD SHALL
 BE 13.5 FEET FOR A LOT ON AN ALLEY OR 3.5 FEET FOR A LOT
 NOT ON AN ALLEY.

 THERE SHALL. BE A SIDE YARD ALONG EACH SIDELINE OF THE
 LOT. THE MINIMUM WIDTH OF EACH SIDE YARD SHALL BE 3.5
 Ftk. I.
            SEC. 348-813 HEIGHT.
            IN A "T AREA DISTRICT, HEIGHT UNITS SHALL BE AS
            FOLLOWS:
 THE HEIGHT LIMIT SHALL BE TWO STORIES FOR A DWELLING,
 APARTMENT HOUSE, OR OTHER RESIDENTIAL BUILDING.

 THE HEIGHT UNIT SHALL BE 24 FEET FOR ANY OTHER STRUCTURE
 EXCEPT THAT ANY PORTION OF SUCH STRUCTURE MAY BE ERECTED
 HIGHER THAN THE UNIT, PROVIDED SUCH PORTION IS SET BACK
 FROM ALL REQUIRED YARD LINES ONE FOOT FOR EACH FOOT OF
 ITS HEIGHT ABOVE SUCH LIMIT
           SEC. 348-814 LOT =TH.
           IN A "G" AREA DISTRICT, LOT WIDTH SHALL BE AS
           FOLLOWS:
 THE MINIMUM AVERAGE WIDTH OF THE LOT SHALL BE 50 FEET.
 HOWEVER, THE MINIMUM AVERAGE WIDTH OF THE LOT SHALL BE
 25 Feet FOR ANY LOT RECORDED IN THE COUNTY MAP
 RECORDED IN THE COUNTY MAP RECORDS PRIOR TO JULY 14,
 1945.

           SEC. 348-815. LOT AREA.

           IN A AREA DISTRICT, LOT AREA SHALL BE AS FOLLOWS:
 THE. MINIMUM LOT AREA SHALL BE 5,000 SQUARE FEET.
 HOWEVER. THE MINIMUM LOT AREA SHALL BE 5,000 SQUARE FEET
 FOR A TWO-FAMILY DWELLING IN A DWELLING USE DISTRICT.

      THE MINIMUM LOT AREA SHALL BE 2.500 SQUARE FEET FOR
 ANY LOT RECORDED IN THE COUNTY MAP RECORDS PRIOR TO JULY
 14, 1945.

          SEC. 348-816 INTENSITY.
          IN A AREA DISTRICT. INTENSITY SHALL BE AS
          FOLLOWS:

THE MAXIMUM NUMBER OF DWELLING UNITS PER CROSS ACRE SHALL BE
12.5. THE MAXIMUM FLOOR-AREA RATIO. SHALL BE 0.8