Exhibit 10.6 Lease


    Exhibit
      10.6 

    


    
      	
              Revised
                December 23, 2004

            	 	 
	
              Revised
                January 10, 2005 

            	 	 
	
              Revised
                January 21, 2005 

            	
              SHOPPING
                CENTER LEASE

            	 


    

    


    This
      lease ("Lease"), dated as of December 1, 2004, by and between KIMCO
      AUSTIN L. P.
      ("Landlord") and BROKERS
      NATIONAL LIFE ASSURANCE COMPANY
      ("Tenant");

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      Landlord and Tenant wish to enter into this Lease on the terms and conditions
      hereinafter set forth;

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing, and the mutual covenants and agreements
      contained in
      this
      Lease, Landlord and Tenant hereby agree as follows:

    


    Tenant
      hereby leases the Leased Premises (as hereinafter defined) from Landlord and
      Landlord hereby leases
      the Leased Premises to Tenant upon, and subject to, the terms and conditions
      hereinafter set forth in this Lease.

    


    
      	 	
              1.

            	
              Basic
                Lease Provisions and
                Definitions.

            


    

    


    In
      addition to other terms defined in this Lease, the following terms whenever
      used
      in this Lease with the first letter
      of
      each word capitalized shall have only the meanings set forth in this Article,
      unless such meanings are expressly
      modified, limited or expanded elsewhere herein.

    


    
      	
              (A)
                Shopping
                Center Location:

            	
              Depicted
                on Exhibit
                "A",
                located in Center of the Hills

            
	 	
              Austin,
                TXSite
                No.:

            	
              STXA0589/

            
	 	 
	
              (B)
                Leased
                Premises:

            	
              The
                premises Identified as 12
                shown hatched on Exhibit
                "A"
                (see Article 2).

            
	 	 
	
              (C)
                Floor
                Area:

            	
              20,337
                square feet (see Article 2).

            
	 	 
	
              (D)
                Lease
                Commencement Date:

            	
              The
                date Landlord tenders possession of the Leased Premises to Tenant
                (see
                Article 2 and Article 37).

            
	 	 
	
              (D-1)
                Triple
                Net Rent Date:

            	
              June
                1,
                2005 (see Article 2).

            
	 	
              :

            
	
              (E)
                Rent
                Commencement Date:

            	
              June
                1,
                2006 (see Article 2).

            
	 	 
	
              (G)
                Expiration
                Date:

            	
              The
                last day of the calendar month in which occurs the 7th
                anniversary of the
                day immediately preceding the Rent Commencement Date (see Article
                2).

            


    

    


    
      	
              (H)
                Base
                Rent Schedule - Original Term
                (see Article 3)

            


    

    


    
      	
              Lease

            	
              Annual
                Base

            	
              Monthly

            
	
              Year

            	
              Rent

            	
              Installment

            
	 	 	 
	
              1

            	
              $157,611.75

            	
              $13,134.31

            
	
              2

            	
              $183,033.00

            	
              $15,252.75

            
	
              3

            	
              $183,033.00

            	
              $15,252.75

            
	
              4

            	
              $183,033.00

            	
              $15,252.75

            
	
              5

            	
              $223,707.00

            	
              $18,642.25

            
	
              6

            	
              $223,707.00

            	
              $18,642.25

            
	
              7

            	
              $264,381.00

            	
              $22,031.75

            


    

    


    
      	
              (I)
                Tax
                Rent:

            	
              As
                provided In Article 5(B).

            
	 	 
	
              (J)
                Common
                Area Rent:

            	
              As
                provided in Article 8(D).

            
	 	 
	
              (K)
                Percentage
                Rent Rate:

            	
              None

            
	 	 
	
              (L)
                Security
                Deposit:

            	
              None

            
	 	 
	
              (M)
                Permitted
                Use:

            	
              An
                insurance office selling life, accident and health insurance to Tenant's
                customers.
                Tenant Is strictly prohibited from (i) providing tax preparation
                or

            


    

    



    
      
        
        

      

      
        E-14

        
          

        

      

      
        
        

      

    


    


    
      	 	
              consulting
                services to its customers and (ii) operating the Leased Premises
                as
                a chiropractic care center or medical rehabilitation office. 

            
	 	 
	
              (N)
                Landlord's
                Notice Address:

              See
                Article 29 

            	
              3333
                NEW HYDE PARK ROAD

              SUITE
                100

              P.O.
                BOX 5020

              NEW
                HYDE PARK, NEW YORK 11042-0020 

            
	 	 
	
              (O)
                Tenant's
                Notice Address: 

            	
              Brokers
                National Life Assurance Company

              2100
                W. William Cannon Drive

              Austin,
                TX 78745 

            
	 	 
	
              (P)
                Broker(s): 

            	
              Ranger
                Commercial

              207
                Dasher

              Austin,
                TX 78734

              (512)
                750-9311

              Attn:
                Richard Skinner 

            
	 	 
	 	
              The
                Weitzman Group

              106
                East 6th, Suite 200

              Austin,
                TX 78701

              (512)
                482-0094

              Attn:
                David Simmonds 

            


    

    


    
      	 	
              FOR
                INFORMATION ONLY

            
	 	 
	
              Tenant's
                Telephone No.: 

            	
              (800)
                798-1125 

            
	 	 
	
              Tenant's
                Fax No.: 

            	
              (512)
                383-8502 

            
	 	 
	
              Tenant's
                Email Address.: 

            	 
	 	 
	
              Tenant's
                Business Name: 

            	
              Brokers
                National Life Assurance Company 

            
	 	 
	
              Tenant's
                Contact Person: 

            	
              Barry
                Shamas 

            
	 	 
	
              Guarantor(s): 

            	 


    

    


    The
      following riders and exhibit(s) are hereby incorporated into this Lease and
      made
      a part of this Lease for all purposes:

    


    
      	
              Riders:

            	 	
              Rider
                "A"
                General Lease Provisions (set forth in Articles 2 through
                29). 

            
	 	 	
              Rider
                "B"
                Specific Lease Provisions (beginning with Article 30). 

            
	 	 	 
	
              Exhibit(s):

            	 	 
	 	 	
              Exhibit
                "A"
                -
                Site Plan 

            
	 	 	
              Exhibit
                "B"
                -
                Intentionally Deleted 

            
	 	 	
              Exhibit
                "B-1" -
                Contractor's Indemnity Agreement 

            
	 	 	 


    

    


    IN
      WITNESS WHEREOF, the
      parties hereto have executed this Lease under their respective hands
and
      seals
      as of the day and year first above written.

    


    
      	
              WITNESS
                TO LANDLORD:

            	
              LANDLORD:
                KIMCO
                AUSTIN L.P.

            
	 	
              By:
                

            	
              Kimco
                Austin 589, Inc., its General Partner

            
	 	 	 
	 	
              By:

            	
              /s/
                BRUCE M. KAUDERER

            
	 	 	
              (corporate
                seal)

            
	
              /s/
                Illegible

            	
              Print
                Name:

            	
              BRUCE
                M. KAUDERER

            
	
              /s/
                Illegible

            	
              Title

            	
              Vice
                President

            
	 	
              Date
                Signed:

            	
              2/15/05

            


    


    
      
        
        

      

      
        E-15

        
          

        

      

      
        
        

      

    


    RIDER
      A

    


    THIS
      RIDER
      A
      IS
      ATTACHED TO AND HEREBY MADE A PART OF THE LEASE

    (SEE
      ALSO
RIDER
      B).

    


    2. Leased
      Premises, Term and Lease Year.
      The
      Leased Premises is deemed to contain an amount of square feet of space equal
      to
      the Floor Area. The Lease Term shall commence on the Lease Commencement Date.
      Tenant's duty to pay Rent shall commence on the Rent Commencement Date,
      Notwithstanding the foregoing, Tenant shall pay the first month's installment
      of
      Rent on the execution hereof, which amount shall be applied as a credit against
      such first monthly installment as and when due (and promptly refunded if, for
      any reason other than Tenant's default, this Lease should be terminated by
      reason of non-occurrence of the Lease Commencement Date). The Lease Term shall
      expire without notice on the Expiration Date. On request, Tenant shall promptly
      deliver to Landlord a statement in recordable form specifying the Rent
      Commencement Date and the Expiration Date. The first Lease Year shall commence
      on the Rent Commencement Date and end on the last day of the calendar month
      in
      which occurs the first anniversary of the day immediately preceding the Rent
      Commencement Date. Each succeeding Lease Year shall be each successive twelve
      (12) month period.

    


    3. (A) Base
      Rent. Tenant
      shall pay Base Rent at the annual rates specified in the Base Rent Schedules
      in
      monthly installments paid in advance on the first day of each calendar month
      in
      the amount specified in the Base Rent Schedule. If the Rent Commencement Date
      is
      not the first of the month, the Base Rent for that month shall be prorated.
      Should any Lease Year contain more or less than twelve (12) months, Base Rent
      and other charges for such Lease Year shall be appropriately prorated. All
      other
      payments to be made by Tenant pursuant to this Lease are in addition to Base
      Rent. Tenant shall pay Base Rent and other Rent to Landlord or its designated
      agent at the address Landlord designates without Landlord making any demand.
      The
      obligation to pay Base Rent and other Rent is an independent, unconditional
      covenant.

    


    (B) Additional
      Rent. Base
      Rent
      and all other payments required to be made by Tenant (including, but not limited
      to, Tax Rent and Common Area Rent) shall be deemed to be and are included in
      the
      term "Rent", which shall be due and payable on demand or together with the
      next
      installment of Base Rent, whichever first occurs, unless another time is
      expressly provided for payment. Landlord shall have the same rights and remedies
      for non-payment of any Rent or any as for a non-payment of Base Rent. Tenant
      shall pay to Landlord any tax or license fee measured by Tenant's Rents
      receivable by Landlord (presently,
      although subject to change, the jurisdiction where the Leased Premises is
      located does not impose such a "Rent Tax" or similar tax on
      rents);
      these
      taxes shall be paid by Tenant each month with monthly payments of
      Rent,

    


    (C) Late
      Rent. Any
      Rent
      or not paid when due shall bear interest on the payable amount from the date
      when due until paid at the Default Interest Rate (see Article 24(B)); in
      addition, Tenant shall pay Landlord a Fifty ($50.00) Dollar late charge for
      each
      overdue payment.

    


    (D) Notwithstanding
      any alleged defense, counterclaim or offset against Rent, Tenant shall continue
      to pay Landlord all Rent faithfully when due, including during the continuance
      of any dispute or legal action, subject to reimbursement if directed by the
      Court. Tenant hereby consents to the entry in any court action of an order
      requiring Tenant to make Rent payments during the pendency of the lawsuit.
      All
      Rent due to Landlord under this Lease shall, unless and to the extent expressly
      otherwise provided herein, be due and payable without any notice, demand,
      offset, credit, deduction or abatement.

    


    
      	 	
              4.

            	
              Intentionally
                Deleted.

            


    

    


    
      	 	
              5.

            	
              Taxes.

            


    

    


    (A) "Taxes"
      shall mean and include: real estate taxes; special and general assessments;
      water and sewer rents and charges including connection or hookup charges;
      governmental license and permit fees; charges for public or private easements
      benefiting the Shopping Center; taxes on other areas made available for the
      common use or benefit of tenants; and all other governmental impositions and
      charges (extraordinary as well as ordinary, foreseen and unforeseen) which
      are
      either a lien on the Shopping Center or which are charged, levied or assessed
      on, or imposed in connection with, the use, occupancy or possession of the
      Shopping Center, and/or which appear as a charge on a tax bill given to Landlord
      by any official taxing authority; and also: taxes, license fees or other charges
      measured by the rents receivable by Landlord from the Shopping Center; occupancy
      taxes, rent taxes or similar taxes; interest on Tax installment payments; and
      costs, expenses and fees (including attorneys' and other experts' fees) incurred
      by Landlord in contesting and/or negotiating Taxes with the public authorities
      (regardless of the outcome). If any method of taxation prevailing on the date
      of
      this Lease is altered, so as a substitute for the whole or any part of real
      estate taxes there is levied or assessed a different kind of tax, the different
      tax shall be deemed included in "Taxes". However, "Taxes" shall not include
      any
      inheritance, estate, succession, transfer, gift, franchise or corporation tax,
      or any net income tax, profit tax or capital tax imposed on Landlord. A copy
      of
      an official tax bill with respect to a governmental tax or assessment shall
      be
      conclusive evidence of the amount of a Tax. If the Leased Premises is located
      in
      Indiana, Ohio, Illinois or other jurisdiction wherein taxes are billed or are
      payable in arrears after they have accrued or become a lien, then the taxes
      that
      are payable or become a lien during the calendar year in which the Lease Term
      is
      in effect shall be included in the definition of "Taxes" shared in or payable
      by
      Tenant according to the provisions of this Article even though the payment
      thereof relates to a fiscal tax period in whole or in part occurring prior
      to
      the commencement of or after the end of the Lease Term.

    



    
      
        
        

      

      
        E-16

        
          

        

      

      
        
        

      

    


    (B) Tax
      Rent. As
      additional Rent for each year of this Lease (herein called 'Tax Rent"), Tenant
      shall pay to Landlord, in the manner hereinafter described, the product obtained
      by multiplying the aggregate amount of all Taxes payable by Landlord for the
      then-current calendar year (or other fiscal or accounting year selected by
      Landlord) by a fraction ("Tenant's Fraction"), the numerator of which is the
      Floor Area of the Leased Premises, and the denominator of which is the total
      square foot ground floor area which is leasable for space (on the first day
      of
      the month in question) inside all the buildings of the Shopping Center.
      Notwithstanding the foregoing, at Landlord's option Tenant's Fraction may be
      appropriately adjusted with regard to Tax Rent and/or Common Area Rent to
      exclude from the denominator thereof any land and/or building(s) in the Shopping
      Center leased to or occupied by third parties with separate tax lots or parcels
      for which they directly or indirectly pay taxes and/or who are responsible
      for
      maintenance of portions of the Common Areas; provided that in such event the
      Taxes or Common Area expenses paid by such third parties shall also be excluded
      in the computation of Taxes and/or Yearly Common Area Costs. On the first day
      of
      each month in advance, Tenant shall pay to Landlord one-twelfth (l/12th) of
      Tenant's annual share of Tax Rent, based on Landlord's estimates. If after
      the
      end of a calendar year (or other accounting period used by Landlord) the total
      of the monthly payments by Tenant for the year has exceeded or is less than
      the
      annual Tax Rent actually due, then an adjustment shall be made with appropriate
      payments to or repayment by Landlord, If the amount of any Taxes payable during
      the current year shall not yet have been billed by the taxing authority, the
      monthly Tax Rent then payable shall be based on the amount of the corresponding
      Taxes for the immediately preceding Tax year, subject to immediate adjustment
      (and payment of the adjusted amount by Tenant) when such Taxes are billed or
      determined,

    


    (C) Other
      Taxes. In
      addition to Tax Rent, Tenant shall pay in the entirety: all taxes attributable
      to its signs, personal property and leasehold interests; all taxes allocable
      or
      attributable to any improvements made by Tenant to the Leased Premises; all
      occupancy taxes or other taxes on its right to occupy the Leased Premises;
      all
      taxes on Its Rent (including sales taxes on rents if the Leased Premises is
      in
      Florida or in any other jurisdiction imposing a tax on rents); and other taxes
      imposed on tenants generally,

    


    7. Construction;
      Condition of Premises; Ownership of Installations. If
      Tenant
      enters the Leased Premises before the Lease Commencement Date (but Tenant shall
      have no such right except as may be expressly provided herein or with Landlord's
      prior written consent), Tenant shall pay for all utilities used by it and
      defend, indemnify and hold Landlord harmless from all liability which arises
      out
      of Tenant's possession, use or occupancy during that period, and provide
      Landlord with the insurance referred to in Article 11 (B), and the indemnity
      in
      Article 11 (A) shall apply and all other provisions of this Lease shall apply
      except (unless otherwise stated herein) the obligation to pay Rent. Promptly
      following the Lease Commencement Date, Tenant shall (subject to the provisions
      of Article 10(E) and all other relevant provisions of this Lease) fixture and
      do
      all other work, including installation of an attractive exterior lighted sign
      above its entrance (see Article 10 (D)), in order to prepare the Leased Premises
      for business operation, and complete its work, and open for business promptly.
      Prior to operating its business, Tenant shall obtain a permanent certificate
      of
      occupancy (or local equivalent) for the Leased Premises from the local
      government agency having jurisdiction, and obtain final lien waivers for all
      work performed by or on behalf of Tenant and forward copies to Landlord. Tenant
      shall, at its sole expense, in doing any work, making any installations, or
      in
      using, occupying or conducting business at the Leased Premises, comply with
      all
      present and future laws, regulations, building codes and/or fire codes
      applicable to the Leased Premises or to Tenant's use or occupancy or business
      operations, including those that relate to installation, maintenance, upgrading,
      repair or replacement of sprinkler systems, and Tenant shall defend, indemnify
      and hold Landlord harmless from all losses, damages, claims, liabilities, costs
      and expenses (including legal fees) arising out of any failure to do so. Tenant
      acknowledges Landlord has made no representations, and that Tenant has conducted
      all inspections it deems necessary (including environmental), and Tenant accepts
      the Leased Premises and all the equipment, apparatus, plumbing, heating, air
      conditioning, electric, water, waste disposal and other systems relating thereto
      and the parking lot and the other Common Area of the Shopping Center "AS IS".
      Landlord is not obligated with respect to either the Leased Premises or the
      Shopping Center to make any improvements, changes, installations, do any work,
      make any alterations, repairs or replacements, clean out the Leased Premises,
      obtain any permits, licenses or governmental approvals, or spend any money
      either to put Tenant in possession or to permit Tenant to open for business,
      unless Landlord has so agreed expressly in this Lease. All work other than
      that
      to be performed by Landlord, if any, shall be accomplished by Tenant. Unless
      specifically stated otherwise in this Lease, it is deemed that Landlord shall
      have tendered possession of the Leased Premises to Tenant immediately on the
      signing of this Lease by both Landlord and Tenant. Except for signs, merchandise
      counters or other easily removable similar trade fixtures and
      office equipment,
      installed by Tenant at Tenant's expense, all alterations, decorations, additions
      and improvements made by Tenant to the Leased Premises and including all heating
      and air-conditioning units, equipment and apparatus at the Leased Premises
      and
      other fixtures such as ceiling tiles and grids, lighting fixtures, electric
      panel


    
      
        
        

      

      
        E-17

        
          

        

      

      
        
        

      

    


    boxes,
      plumbing, boilers, floor and wall coverings, alarm systems, lights, toilet
      fixtures, partitions, doors and utilities shall be deemed attached to the
      freehold and be Landlord's property.

    


    8. Common
      Area.

    


    (A) Subject
      to subparagraph (C) below, Tenant and its employees, agents, and customers
      shall
      have the non-exclusive right to the use or benefit of the Common Area to the
      extent and in the manner reasonably designated by Landlord. Except as otherwise
      specified in this Lease, Landlord agrees to make all necessary repairs and
      maintenance to the Common Area to keep same in good condition, including without
      limitation sweeping and removal of snow, ice and refuse, and landscaping
      maintenance. (See
      also Article 41 re: maintenance of the existing elevator in the Leased
      Premises).

    


    (B) "Common
      Area" is hereby defined as the areas, equipment and facilities of the Shopping
      Center or of any other land or property made available by Landlord for the
      safety, benefit or convenience of tenants or their employees, subtenants,
      customers or invitees, including (as illustrations and not in limitation):
      parking areas, driveways, truck serviceways, sidewalks and curbs; entrances
      and
      exits from the adjacent streets; traffic lights, traffic islands, landscaped
      areas; meter rooms outside individual stores; fencing; lighting facilities;
      sprinkler system serving landscaped areas or buildings; sewage system outside
      tenants' stores; roofs, gutters and downspouts and the exterior of outside
      walls
      (excluding storefronts) of buildings (without implying Tenant may use the roofs
      or outside walls); directional or safety signs; Landlord's pylon signs (but
      not
      individual tenant panels) and sign panels which identify the Shopping Center.
      Tenant acknowledges that the Common Area may also be used by occupants and/or
      invitees of properties adjoining the Shopping Center, whether or not owned,
      leased or managed by Landlord,

    


    (C) Landlord
      reserves the right at any time and from time to time to change or reduce or
      add
      to the Common Area. Common Area shall be under the exclusive control and
      management of Landlord (including the hours that parking area lights are kept
      on). Tenant and its employees shall park their vehicles only in areas Landlord
      designates for employee parking as
      Employee Parking Area on Exhibit "A"; Tenant hereby acknowledging that Landlord
      may relocate such area at any time upon five (5) days notice to
      Tenant;
      if after
      one (1) violation notice is given to Tenant a violation recurs by Tenant or
      its
      employees parking vehicles in other than the employee parking areas, Landlord
      shall have the right to tow such vehicle at Tenant's expense and/or levy an
      assessment against Tenant of Forty ($40.00) Dollars per day for each vehicle.
      Tenant shall not permit trucks or delivery vehicles used by it to be parked
      in
      the Common Area except where Landlord permits, Landlord may close parts of
      the
      Common Area for such time necessary in its opinion to prevent a dedication
      or
      accrual of rights in other persons, or to discourage non-customer parking.
      Landlord shall not be obligated (although it may do so at its option) to keep
      the Common Area illuminated to any extent after 10:00 P.M. or on any Sunday
      or
      legal holiday.

    


    (D) Common
      Area Rent.
      In the
      manner hereinafter described, Tenant shall pay its share of "Yearly Common
      Area
      Costs" (hereinafter defined). On the first day of each month in advance, Tenant
      shall pay to Landlord, as additional Rent (herein called "Common Area Rent")
      one-twelfth (1/12th) of Tenant's annual share of Landlord's estimated Yearly
      Common Area Costs, based on Landlord's estimates. Tenant's annual share shall
      be
      determined by multiplying the Yearly Common Area Costs by Tenant's Fraction
      (defined in Article 5(B)). For a portion of a calendar month at the beginning
      of
      the Lease Term, Tenant's Common Area Rent shall be prorated for that
      month.

    


    (E) "Yearly
      Common Area Costs" shall mean and include all costs and expenses incurred by
      Landlord during each twelve (12) month period selected by Landlord for repair,
      replacement, painting, maintenance, protection and operation of the Common
      Area
      and for insurance carried by Landlord with respect to the Shopping Center,
      and
      insurance-related costs and expenses, including (by way of examples and not
      in
      limitation) costs or expenses relating to: parking areas, sidewalks and the
      like; storm water and sewage drainage and sanitary control; removal of snow,
      ice
      and refuse (including use of trash compactors); gardening and landscaping;
      roof
      repairs; insuring buildings and improvements and insuring for bodily injury
      and
      property damage liability, including but not limited to insurance premiums,
      administrative costs, fees, losses within deductibles and/or self-insured
      retentions for All-Risk Property Insurance including Flood and Earthquake,
      Boiler & Machinery, Loss of Rents, Crime, General and Umbrella liability,
      Workers Compensation, Automobile, and such other coverages and limits as
      Landlord in its sole discretion deems reasonable in the circumstances, all
      at
      the fair premiums (which may be at the manual rates applicable to the Shopping
      Center), as if the Shopping Center was the only property owned by Landlord
      (but
      notwithstanding the foregoing, such insurance may be obtained through blanket
      policies as long as Landlord makes a reasonable allocation of premiums to the
      Shopping Center, which allocation may be based, inter
      alta
      upon a
      uniform per square foot rate for all or substantially all property owned by
      Landlord and affiliates); controlling or eliminating puddling or flooding;
      lighting (including electric cost and maintenance, repair or replacement of
      fixtures, poles and replacement of bulbs); depreciation of property owned or
      rental paid for maintenance machinery and equipment; taxes or fees payable
      by
      Landlord for any pylons, equipment or other facilities; costs of security
      patrols, directing parking and policing the Common Areas, compensation to
      personnel engaged in managing the Common Areas and implementing services related
      thereto; plus fifteen (15%) percent of the Yearly Common Area Costs as a fixed
      administrative fee for Landlord. Landlord may cause any services such as
      sweeping, snow removal, repairs, etc. to be provided by independent contractors,
      and the fees paid shall be part of Yearly Common Area Costs.

    


    (F) After
      the
      end of each accounting period, Landlord shall furnish a statement of the actual
      Yearly Common Area Costs. If the statement shows that the aggregate of Tenant's
      monthly estimates paid by Tenant during such year was less than Tenant's Common
      Area Rent payable, Tenant shall pay the balance due to Landlord within ten
      (10)
      days after receipt of the statement; and if the statement shows that the
      aggregate paid exceeded the Common Area Rent payable, Landlord shall either
      refund the excess or credit Tenant's next accruing Common Area Rent, Tenant's
      failure to give Landlord written notice of any objection to the statement within
      ninety (90) days after the statement is sent shall constitute a waiver of any
      objection or inquiry Tenant may have about the statement or for any examination
      of Landlord's records. Tenant acknowledges Landlord has not made any warranty,
      agreement or representation of any kind as to the actual dollar amount of Yearly
      Common Area Costs or Tenant's dollar share thereof.

    



    
      
        
        

      

      
        E-18

        
          

        

      

      
        
        

      

    


    (G)
      Tenant's Right to Audit.

    


    If
      Tenant's Common Area Rent in any CAM Year (defined below) increases by more
      than
      five percent over the previous CAM Year. Tenant shall have the right, upon
      not
      less than ten business days notice, to audit Landlord's books regarding the
      Yearly Common Area Costs for the period reflected in the most recent statement
      (the "CAM Year") provided (i) the audit is conducted at Landlord's home office
      during Landlord's normal business hours; (ii) the audit occurs no more than
      one
      time for the CAM Year in question; (iii) the audit is done at Tenant's sole
      cost
      and expense; (iv) Tenant is not in default under any provision of the Lease;
      and
      (v) the audit is conducted by a certified public accountant paid on an hourly
      rate. Tenant shall deliver to Landlord a copy of the results of the audit within
      ten days of its receipt by Tenant. No such audit shall be conducted if any
      other
      tenant has conducted an audit for the same time period if Landlord agrees to
      deliver to Tenant a copy of the other tenant's audit results. Notwithstanding
      the foregoing, no subtenant shall have the right to conduct an audit and no
      assignor-tenant or assignee-tenant shall be entitled to conduct an audit for
      any
      period of time that it was not the tenant properly in possession of the Leased
      Premises.

    


    The
      parties acknowledge that an auditor should seek an accurate review of the
      appropriate records but, if a fee is based upon the amount of the recovery,
      the
      auditor could be motivated to overstate the facts in hopes of getting a higher
      settlement. Therefore, Tenant agrees that it will not use an auditor who
      operates on a contingency basis or on any payment schedule where the
      compensation may vary based upon the amount of recovery. Prior to commencing
      any
      audit, Tenant shall deliver to Landlord a copy of its retainer agreement with
      the auditor which contract shows that Tenant has authorized the auditor to
      examine the books on its behalf and reflects the agreed upon compensation
      schedule.

    


    With
      respect to any such audit conducted by Tenant, Tenant and its auditor shall
      sign
      a confidentiality agreement promising to keep all information gained as a result
      of the audit strictly confidential and to not disclose the information to anyone
      or any entity. Neither Tenant nor its auditor shall be entitled to audit or
      examine any records specifically pertaining to another tenant at the Shopping
      Center.

    


    
      	 	
              9.

            	
              Use
                of Premises.

            


    

    


    (A) Tenant
      agrees that the Leased Premises will be used and occupied by Tenant and/or
      any
      assignees, sublessees or other occupants (which reference to assignees,
      sublessees and other occupants shall not be deemed to give Tenant any rights
      to
      assign or sublet not specifically set forth in this Lease), or permitted to
      be
      used and occupied by Tenant or any other such parties only for the Permitted
      Use, and for no other use or purpose. Without limitation of the foregoing,
      no
      sale or dispensing of lottery tickets, other gaming tickets, liquor, wine or
      beer shall be permitted.

    


    (C) Tenant's
      Business Operations.
      Tenant
      shall keep the Leased Premises open and operated continuously for business
      not
      less thirty-seven
      and one-half (37 1/2) hours during each week of the Lease Term.
      Tenant
      will continuously operate its business therein with diligence and fully staffed
      with personnel at the Leased Premises. Tenant agrees for its part: no auction,
      fire, bankruptcy, going out of business or similar sale will be conducted or
      advertised; no merchandise will be kept, displayed or sold or business solicited
      in the Shopping Center outside the Leased Premises; no nuisance will be
      permitted; nothing shall be done which is unlawful, offensive or contrary to
      any
      law, ordinance, regulation or requirement of any public authority, or which
      may
      be injurious to or adversely affect the quality of the Leased Premises or the
      Shopping Center; no part of the Leased Premises (especially the electric and
      plumbing systems, the floor and walls) will be overloaded, damaged or defaced;
      no holes will be drilled in the stone or brickwork or in concrete; no emission
      of any objectionable odors, sounds or vibrations will be permitted. Tenant
      shall
      procure all licenses and permits required for the use or occupancy of the Leased
      Premises and the business being conducted therein; the storefront, show windows
      and signs will be repaired, kept clean, in good condition and lighted; all
      merchandise and other property will be delivered to or removed from the Leased
      Premises only by the rear entrance; all garbage, waste and refuse will be kept
      stored temporarily inside the Leased Premises and then regularly removed at
      Tenant's expense and, if Landlord opts, only by a contractor designated by
      Landlord, provided its price is competitive. Tenant will comply with the
      requirements of law and any requests of governmental agencies or Landlord in
      its
      recycling program, if any, Tenant shall comply with all environmental statutes,
      regulations or ordinances now or hereinafter enacted by government authorities.
      Tenant shall not permit the release, emission, disposal, dumping or storage
      of
      hazardous wastes (as defined in any such laws) into the septic tanks, sewers,
      or
      other waste disposal facilities of the Shopping Center or anywhere in the
      Shopping Center, or permit same to be brought into the Leased Premises at any
      time, and the provisions of this sentence shall survive the expiration of the
      Lease Term. Tenant shall keep the Leased Premises free of rodents, vermin,
      insects and other

    



    
      
        
        

      

      
        E-19

        
          

        

      

      
        
        

      

    


    pests,
      and provide regular exterminator services at its own expense, and, if Landlord
      opts, only by an exterminator designated by Landlord provided its price is
      competitive. Tenant agrees that nothing will be done or omitted which may either
      prevent the obtaining by Landlord or other tenants of insurance on any part
      of
      the Shopping Center or on any personal property thereon, or which may make
      void
      or voidable any such insurance, or which may create any extra premiums for
      any
      insurance carried by Landlord or other tenants. Tenant will comply with all
      requirements and recommendations of Landlord's and Tenant's insurance companies
      and any rating bureau or similar organization, including maintaining and
      servicing fire extinguishers.

    


    (D) Tenant
      agrees to; not sell goods, solicit business or distribute advertising matter
      in
      the Common Areas; not permit preparation of food or any cooking, baking or
      frying in the Leased Premises except
      for incidental cooking for the benefit of Tenant's employees.
      Tenant
      shall keep the sidewalks, curbs and ramps (if any) immediately
      adjacent
      to the Leased Premises (and also all delivery areas, ramps, loading areas and
      docks used exclusively by Tenant) in good and safe condition and free from
      snow,
      ice, and rubbish. The
      foregoing shall in no way diminish Landlord's obligations with respect to the
      Common Areas as set forth in Article 8 hereof.
      Tenant
      will not make or suffer any waste of the Leased Premises. Landlord shall not
      be
      liable for the act of any other tenant or person who may cause damage to or
      who
      may interfere with Tenant's use or occupancy of the Leased Premises or Tenant's
      business.

    


    10. (A) Utilities. Tenant
      shall provide and pay for its own heat, air conditioning, water, gas,
      electricity, sewer, sprinklers and other utilities, including application
      deposits and installation charges for meters and for consumption or use of
      utilities. Tenant shall pay its share of sewer charges, if any, reasonably
      determined by Landlord. Tenant shall keep sufficient heat to prevent the pipes
      from freezing. If Tenant receives utilities through a meter which supplies
      utilities to other tenants, Tenant will pay to Landlord Tenant's proportionate
      share (based on relative square feet size of premises) of the total meter
      charges. If Tenant receives water from Landlord's well or other sources made
      available by Landlord (instead of from an independent water company), Tenant
      shall pay for the water, and all costs and expenses for the maintenance, repair,
      replacement and installation of tanks, electric costs, machinery, apparatus
      and
      facilities shall be included in Yearly Common Area Costs. See
      Article 32 re Utility Deregulation.

    


    (B) Landlord's
      Repairs. Weather
      permitting and subject to Article 25, Landlord shall, within thirty (30) days
      after receiving written notice from Tenant, commence to make repairs, if
      necessary, to the foundation, the roof, the exterior of the perimeter demising
      walls, and the load-bearing structural columns and beams in the Leased Premises,
      except that if those repairs or replacements arise from (i) repairs,
      installations, alterations, or improvements by or for Tenant or anyone claiming
      under Tenant, or (ii) the fault or misuse of Tenant or anyone claiming under
      Tenant, or (iii) default under the Lease by Tenant, then Tenant shall make
      such
      repairs or replacements or, if Landlord elects, Landlord may perform the work
      for Tenant's account and Tenant shall reimburse Landlord for expenses incurred.
      In determining Landlord's repair obligations, the expression "roof does not
      include rooftop heating or air conditioning units or other structures or
      apparatus on the roof serving the Leased Premises, and "exterior of walls"
      does
      not include the storefront, any glass, windows, window sashes or frames, doors,
      door frames or hardware, trim or closure devices, or any part of the interior
      side of perimeter walls, all of which shall be Tenant's duty to repair,
      maintain, and replace. In any event, Landlord's obligation shall be only to
      make
      the repairs for which it is hereby obligated, and Landlord shall not be liable
      for loss of business, loss of sales, loss of profits or for any consequential
      damages or for damage to or loss of personal property, fixtures or any interior
      elements of the Leased Premises which are Tenant's responsibility to maintain
      or
      repair.

    


    If
      Landlord fails to make any repairs to the Leased Premises required by Landlord
      pursuant to Article 10(B) herein, after thirty (30) days written notice from
      Tenant to Landlord of the necessity for same (except in the case of an
      emergency, in which case as soon as reasonably practical after Landlord receives
      written notice from Tenant), and the failure has a material detrimental impact
      on Tenant's ability to conduct its business. Tenant may make the repairs on
      Landlord's behalf and upon delivery to Landlord of a paid bill by Tenant for
      any
      repairs permitted to be made by it pursuant to this Article. Landlord shall
      reimburse Tenant for the reasonable expenses incurred by Tenant for the repair.
      However, if Landlord commences to make such repairs within the thirty (30)
      day
      period or if Landlord's failure to make such repairs is addressed by the Force
      Majure provision of Article 25 of this Lease, Tenant shall not have the right
      to
      make such repairs on Landlord's behalf. Nothing contained herein shall be
      construed to allow Tenant to take an offset against the Rent and other charges
      due under this Lease; and, nothing contained herein shall be binding upon any
      mortgagee in possession or purchaser of such mortgagee's
      rights.

    


    (C) Tenant's
      Repairs. Subject
      to Article 10(B), Tenant shall maintain and make all repairs and alterations
      of
      every kind with respect to the Leased Premises (including necessary
      replacements) to keep it in good condition (including the storefront, glass,
      signs, ceilings, interior walls, interior side of perimeter walls, floor, floor
      coverings, plumbing, electric, heating and air conditioning, sprinklers and
      lighting fixtures), and do all required by any laws, ordinances or requirements
      of public authorities. From the point they serve the Leased Premises
      exclusively, whether located inside or outside, Tenant shall make all repairs,
      replacements and alterations necessary to maintain in good condition all lines,
      apparatus, and equipment relating to utilities (including heating, air
      conditioning, water, gas, electricity and sewerage). Tenant shall maintain
      a
      service contract for the regular seasonal maintenance of the heating,
      ventilating and air conditioning ("HVAC") system servicing the Leased Premises
      with a reputable HVAC contractor at all times during the Lease. Additionally,
      if
      any air conditioning or heating equipment (or other utility equipment) is
      damaged by vandalism, fire, lightning or other casualty, Tenant shall repair
      (and if necessary, replace) the equipment, notwithstanding Article 13. Tenant's
      sole right of recovery shall be against Tenant's insurers for loss or damage
      to
      stock, furniture and fixtures, equipment, improvements and
      betterments.

    


    (D) Signs;
      Painting; Displays. No
      sign,
      other, advertising or any other thing may be placed by Tenant or anyone claiming
      under Tenant on the exterior of the Leased Premises or on the interior part
      of
      either windows or doors without Landlord's prior written approval, which shall
      not be unreasonably withheld. Tenant shall not utilize flashing, painted, neon
      or moving signs or lights. Tenant shall not paint, decorate or mark any part
      of
      the exterior. Tenant shall install an exterior lighted sign or signs in
      compliance with Landlord's

    



    
      
        
        

      

      
        E-20

        
          

        

      

      
        
        

      

    


    specifications
      and keep the sign(s) (which must first be approved by Landlord in writing)
      lit
      to at least 10:00 P.M. or to such later hour as requested by Landlord, on all
      days of the year.

    


    (E) Alterations. No
      alterations, installations, additions 9r improvements will be made to the Leased
      Premises by Tenant without Landlord's prior written approval. All installations,
      alterations, additions and improvements, whether by Landlord, Tenant or any
      other person (except only sign panels and movable trade fixtures installed
      at
      Tenant's cost) shall become, when made, a part of Landlord's real estate, and
      on
      termination of the Lease Term shall be surrendered with the Leased Premises
      in
      good condition. Tenant shall not have the right to remove sign boxes. Tenant
      shall defend, indemnify and save Landlord harmless from and against all claims
      for injury, loss or damage to person or property caused by or resulting from
      doing any work. For any work that involves penetration of the roof surface
      or
      alterations to the sprinkler system, Tenant shall employ Landlord's contractor.
      The maintenance of any portion of the roof affected by Tenant's work will be
      Tenant's responsibility, including repair of areas of the Shopping Center that
      might be affected due to water penetration through Tenant's roof
      work.

    


    (F) Permits;
      Liens. All
      repairs, installations, alterations, improvements and removals by Tenant will
      be
      done in a good and workmanlike manner, only after Tenant has procured all
      permits. Tenant shall comply with all laws, ordinances and regulations of public
      authorities and with all Landlord's and Tenant's insurance requirements and
      with
      insurance inspection or rating bureaus; and the work shall not adversely affect
      the structure of the building. Tenant shall pay promptly when due all charges
      for labor and materials in connection with any work done by or for Tenant or
      anyone claiming under Tenant, Tenant shall remove, by payment, bonding or
      otherwise, within ten (10) days after notice, all liens placed on the public
      record or in any way against Landlord's interest or the Shopping Center
      resulting from any act of Tenant or from labor or materials being alleged to
      have been supplied at the request of Tenant or anyone claiming under Tenant,
      failing which Landlord may remove such lien and collect all expenses incurred
      from Tenant as additional Rent. Tenant shall protect, defend, save harmless
      and
      indemnify Landlord and any fee owner of the Shopping Center from and against
      all
      losses, claims, liabilities, injuries, expenses (including legal fees), lawsuits
      and damages arising out of any lien described above.

    


    
      	 	
              11.

            	
              Indemnity;
                Insurance.

            


    

    


    (A) Tenant
      shall protect, defend, save harmless and indemnify Landlord and any fee owner
      of
      the Shopping Center from and against all losses, claims, liabilities, injuries,
      expenses (including legal fees), lawsuits and damages of whatever nature either
      (i) claimed to have been caused by or resulted from any act, omission or
      negligence of Tenant or its subtenants, concessionaires, employees, contractors
      and invitees no matter where occurring, or (ii) occurring in the Leased Premises
      except if caused by Landlord's negligence. Landlord shall not be liable under
      any circumstances for any injury or any loss or damage to or interference with
      any merchandise, equipment, fixtures, furniture, furnishings or other personal
      property or the business operations of Tenant or anyone in the Leased Premises
      occasioned by (i) the act or omission of persons occupying other premises,
      or
      (ii) any defect, latent or otherwise, in any building or the equipment,
      machinery, utilities, or apparatus, or (iii) any breakage or leakage of the
      roof, walls, floor, pipes or equipment, or (iv) any backing up, seepage or
      overflow of water or sewerage, or (v) flood, rain, snowfall or other elements
      or
      Acts of God. 

    


    (B) Tenant's
      Insurance. Tenant
      shall maintain with financially responsible insurance companies with a Best
      Rating of not less than A-VI1I licensed to do business in the state where the
      Leased Premises is located: (i) a commercial general liability insurance policy
      with respect to the Leased Premises and its appurtenances (including signs)
      naming Landlord as an additional insured with a limit of not less than One
      Million ($1,000,000) Dollars; (ii) an umbrella liability insurance policy with
      a
      limit of not less than Five Million ($5,000,000) Dollars, naming Landlord as
      an
      additional insured; (iii) an insurance policy to cover heating and
      air-conditioning units against damage for one hundred (100%) percent replacement
      cost; (iv) an all-risk property insurance policy insuring all merchandise,
      leasehold improvements, furniture, fixtures and other personal property, all
      at
      their replacement cost; and (v) business interruption insurance. Tenant shall
      deliver these insurance policies or certificates thereof, satisfactory to
      Landlord, issued by the insurance company to Landlord with premiums prepaid
      on
      the signing of this Lease and thereafter at least thirty (30) days prior to
      each
      expiring policy. Tenant's failure to deliver the policies or certificates shall
      constitute a default. All policies of insurance required of Tenant shall have
      terms of not less than one (1) year.

    


    12. Access
      to Premises. Landlord
      shall have the right (but shall not be obligated) to enter the Leased Premises
      upon reasonable notice (and in case of emergency without notice) to inspect
      or
      to show the Leased Premises to prospective purchasers, mortgagees or tenants,
      or
      to make any repairs, alterations, or improvements, including the installation
      or
      removal of pipes, wires and other conduits serving other parts of the Shopping
      Center, Commencing six (6) months prior to expiration of the Lease Term,
      Landlord may maintain "For Rent" signs on the front or any other part of the
      exterior of the Leased Premises. Landlord further reserves to itself the
      exclusive right at any time to use the roof, foundation or exterior walls (other
      than Tenant's storefront) for placing of signs or equipment or for purpose
      of
      additional construction.

    


    13. Fire
      or Other Casualty.

    


    (A) Tenant
      shall give prompt notice to Landlord in case of fire or other damage to the
      Leased Premises.

    


    (B) If
      (i)
      the Shopping Center buildings are damaged to the extent of more than twenty-five
      (25%) percent of the replacement cost, or (ii) the Leased Premises are damaged
      to the extent of more than fifty (50%) percent of the replacement cost, or
      (iii)
      the Leased Premises are damaged and Tenant is not operating for business as
      required by Article 9(C) at the time the damage occurs, or (iv) the Leased
      Premises are damaged and less than one (1) year of the Lease Term remains
      unexpired at the time of the fire or other casualty; then in any of such events,
      Landlord may terminate this Lease by notice to Tenant within ninety (90) days
      after such event, and on the date specified in the notice this Lease shall
      terminate. If the damage renders the Leased Premises wholly or


    
      
        
        

      

      
        E-21

        
          

        

      

      
        
        

      

    


    (C) If
      this
      Lease is not terminated by Landlord, this Lease shall continue in full force
      and
      effect (except
      for Tenants right to terminate as set forth in Article 13 (C)
      below.
      Tenant
      waives any right conferred by any applicable law to terminate this lease based
      on the damage), and Tenant shall, immediately on notice from Landlord, remove
      its fixtures, other property and debris as required by Landlord, and then
      Landlord shall rebuild the Leased Premises to the condition existing when the
      Leased Premises was originally delivered to Tenant; and on completion thereof
      Tenant shall restore Tenant's property and promptly reopen for business. Tenant
      shall use the proceeds of any recovery on Tenants insurance policies for
      restoration of improvements made by Tenant to the Leased Premises, and for
      restoration and/or replacement of Tenant's equipment, trade fixtures and
      inventory, and to cover any business interruption loss.

    


    (D) The
      "replacement cost" as used in (B) above shall be determined by a reputable
      contractor selected by Landlord.

    


    (E) Notwithstanding
      anything contained in this Lease to the contrary, in the event the structure
      of
      the Leased Premises is substantially damaged (50% of the replacement cost or
      more) as a result of fire or other casualty, to the extent that Tenant cannot
      reasonable operate its business, and the casualty did not arise out of any
      act
      or omission of Tenant, and Landlord has not substantially restored the Leased
      Premises to the extent it is required to do so under the Lease within six (6)
      months after the date Landlord obtains all necessary permits to restore the
      damage. Tenant shall have the right to terminate the Lease by giving 30 days
      prior written notice to Landlord within thirty (30) days after the six (6)
      month
      period. However, if Landlord substantially completes its work and delivers
      the
      Leased Premises to Tenant within this thirty (30) day period, Tenant's
      termination notice shall be deemed a nullity and the Lease shall continue in
      full force and effect.

    


    Furthermore,
      in the event (i) the structure of the Leased Premises is substantially damaged
      (50% of the replacement cost or more) as a result of fire or other casualty
      during the Lease Year of any term; (ii) and Tenant cannot reasonably operate
      its
      business at the Leased Premises and (iii) the casualty did not arise out of
      any
      act or omission of Tenant, and (iv) Tenant has not exercised its then next
      option term, if any, Tenant shall have the right to terminate this Lease by
      giving thirty (30) days prior written notice to Landlord within thirty (30)
      days
      after the date of casualty.

    


    
      	 	
              14.

            	
              Eminent
                Domain.

            


    

    


    (A) If
      the
      whole of the Leased Premises are taken in connection with eminent domain, the
      Lease Term shall expire when Landlord shall be divested of its title, and Rent
      shall be apportioned as of that date.

    


    (B) If
      only
      part of the Leased Premises is taken in connection with eminent domain, and
      the
      ground floor area of the Leased Premises is reduced by more than twenty (20%)
      percent and the part remaining shall not be reasonably adequate for the
      operation of Tenant's business, Landlord or Tenant may terminate this Lease
      by
      giving the other notice within thirty (30) days after such taking effective
      as
      of the date possession of the taken part shall be required for public use;
      and
      Rent shall be apportioned as of that date.

    


    (C) Except
      as expressly set forth below, Tenant
      shall not have any claim for an award based on the loss of its Leasehold estate.
      Landlord shall be entitled to all damages in connection with eminent domain
      except
      as expressly set forth below.
      Tenant
      shall execute any instrument required by Landlord for the recovery of damages
      and to remit to Landlord any damage proceeds recovered, except, however, Tenant
      may recover for itself damages for moveable trade fixtures and
      Tenant's leasehold improvements which
      were installed by Tenant, provided Landlord's award is not reduced
      thereby.
      Landlord represents that as of the date hereof; Landlord has not received notice
      or written correspondence regarding a threatened taking of the land or buildings
      within the Shopping Center through eminent domain.

    


    
      	 	
              15.

            	
              Defaults
                and Remedies.

            


    

    


    (A) Any
      one
      of the following shall be a default by Tenant: (1) if Tenant fails to pay Rent
      or other money within
      ten (10) days of when due, or
      if
      Tenant fails
      to
      provide a certificate of insurance or to provide estoppel certificate as
      required by Article 27 when due but
      in
      no event later than ten (10) days after written notice from Landlord of Tenant's
      failure to deliver XXX or
      (2) if
      Tenant fails to perform or observe any agreement or condition on its part to
      be
      performed or observed, other than the defaults mentioned in the proceeding
      clause (1) or in clauses (3) through (8) below, or if Tenant defaults under
      any
      other lease or agreement between Tenant and Landlord or an affiliate of
      Landlord, or (3) if Tenant's leasehold interests is levied on, attached or
      taken
      by any proceeds of law, or (4) if Tenant makes an assignment of its property
      for
      the benefit of creditors, or (5) if any bankruptcy, insolvency or reorganization
      proceeding or arrangement with creditors (whether through court or by proposed
      proposition with creditors) is commenced by or against Tenant, or (6) if a
      receiver or trustee is appointed for any of Tenant's property, or (7) if this
      Lease is transferred to or devolves on, or the Leased Premises is occupied
      by
      anyone other that Tenant except if specifically permitted by this Lease or
      (8)
      if Tenant closes the Leased Premises or ceases doing business on the Leased
      Premises.

    


    Notwithstanding
      the foregoing, Landlord will give to Tenant written notice and a ten(10) day
      opportunity to cure its failure to pay Rent upon the first two occasions to
      each
      Lease Year that Tenant does not pay its Rent timely, but Landlord will not
      be
      required to give this notice more that two (2) times in any Lease
      Year.

    


    (B) If
      (1) a
      default described in subsection 15(A)(1) or its subsections 15(A)(3) through
      (7)
      inclusive occurs, or (2) a default described in subsections 15(A)(2) or 15(A)(8)
      occurs and continues for more than fifteen (15) days after written notice from
      Landlord, then in any of such cases Landlord or its agent shall have the right
      to enter the Leased Premises and dispossess Tenant and all other occupants
      and
      their property by legal proceedings, use of reasonable force (under the
      conditions allowed in Article 25(F) hereof) or otherwise. Tenant hereby waives
      any claim it might have for trespass or invasion or other damages if Landlord
      exercises such remedies. Landlord may exercise the remedies just mentioned
      without terminating this Lease. As an independent cumulative right to obtaining
      possession without terminating this Lease, Landlord shall have the right to
      terminate this Lease by giving Tenant written notice specifying the day of
      termination (which shall be not less than five (5) days from the date of the
      notice), on which date this Lease and all of Tenant's rights will cease
      as

    



    
      
        
        

      

      
        E-22

        
          

        

      

      
        
        

      

    


    a
      conditional limitation, as if that date specified in Landlord's notice was
      the
      original date for expiration of this Lease; but in all cases Tenant shall remain
      liable as hereinafter provided.

    


    In
      the
      event, the cure of a non-monetary default under Article
      15(A)(2)
      is
      possible, but cannot, with due diligence, be accomplished within the
fifteen
      (15)
      day
      period described in Article 15(B), Tenant shall have such additional time as
      is
      reasonably necessary to complete the cure provided Tenant promptly commences
      the
      cure, promptly gives Landlord written notice of its intent to cure the default
      (but not later than the expiration of the required time period to cure such
      default set forth above) and proceeds with its best efforts to complete the
      cure
      as soon as possible. In no event may this cure period be extended beyond the
      forty-fifth (45th) day after the notice specified in Article
      15(B)(ii)
      is
      given.

    


    (C) Notwithstanding
      any re-entry, dispossession or termination of the Lease by Landlord, Tenant
      will
      remain liable for damages to Landlord in an amount equal to the aggregate of
      all
      Rents and other charges required to be paid up to the time of such re-entry,
      dispossession or termination, and for Landlord's damages arising out of the
      failure of Tenant to observe and perform Tenant's covenants and, in addition,
      for each month of the period which would otherwise have constituted the balance
      of the Lease Term, Tenant shall pay any deficiency between the monthly
      installment of Base Rent plus the Tax Rent, Common Area Rent and all other
      Rent
      that would have been payable, less the net amount of the rents actually
      collected by Landlord from a new tenant, if any. Tenant will not be entitled
      to
      any surplus. Furthermore, Tenant will be liable to Landlord for all the expenses
      Landlord incurs for: legal fees related to obtaining possession and making
      a new
      lease with another tenant; brokerage commissions in obtaining another tenant;
      and expenses incurred in putting the Leased Premises in good order and preparing
      for re-rental (together herein referred to as "Reletting Costs"). In addition,
      Landlord may relet the Leased Premises, or any part thereof, for a term which
      may be less or more than the period which would have constituted the balance
      of
      the Lease Term and may grant reasonable concessions or free rent to a new
      tenant. Landlord's refusal or failure to relet the Leased Premises to a new
      tenant shall not release or affect Tenant's liability; and Landlord shall not
      be
      liable for failure or refusal to relet, or for failure to collect rent under
      such reletting. Notwithstanding
      anything contained in Article 15 to the contrary, in the event of Tenant's
      default and removal from the Leased Premises, Landlord will make reasonable
      efforts to mitigate its damages as may be required by, and in accordance with,
      applicable law and in accordance with Landlord's usual business practices.
      However, Landlord shall not be obligated to lease the Leased Premises, to a
      tenant for a rent that is less than prevailing market rates or to a tenant
      whose
      use, reputation, experience, or financial status Landlord, in its sole judgment,
      deems undesirable, or to re-let the Leased Premises before leasing other stores
      Landlord may have available. Nothing contained herein is intended to modify
      any
      of Tenant's, obligations or Landlord's remedies under the
      Lease.

    


    (E) In
      the
      event of a breach or threatened breach of the Lease by Tenant, Landlord shall
      have the right of injunction and the right to invoke any remedy allowed at
      law
      or in equity. Mention of any particular remedy shall not preclude Landlord
      from
      any other remedy in law or in equity.

    


    (F) Tenant
      waives service of notice of intention to re-enter or institute legal proceedings
      to that end. Tenant waives any rights of redemption as to the Leased Premises
      granted by any present or future laws. The words "re-enter" and "re-entry"
      are
      not restricted to their technical legal meaning. Notwithstanding the foregoing,
      Landlord may use force to dispossess Tenant only in the following situations:
      (i) it is pursuant to law or a court order, judgment or decree; or (ii) Tenant
      has not been operating its business at the Leased Premises open to the public
      as
      required by Article 9(C) of this Lease for more than seven (7) business
      days.

    


    (G) Landlord
      and Tenant mutually agree that they hereby waive trial by jury in any action,
      proceeding or counterclaim brought by either against the other as to any matters
      arising out of or in any way connected with this Lease, or their relationship
      as
      Landlord and Tenant, or Tenant's use or occupancy, Tenant agrees that no
      counterclaim or setoff will be interposed in any action by Landlord based on
      non-payment of Rent, even if such counterclaim or setoff is based on Landlord's
      alleged breach of a duty to repair or alleged breach of quiet enjoyment, or
      any
      other allegation.

    


    (H) Landlord
      Default. If
      Landlord fails to perform any of Landlord's obligations under this Lease, and
      such failure continues for more than thirty (30) days after Tenant's delivery
      of
      written notice to Landlord specifying such failure, or such failure is of a
      nature to require more than thirty (30) days for remedy and continues beyond
      the
      time reasonably necessary to cure (and Landlord has not undertaken procedures
      to
      cure the failure within such thirty (30) day period and fails to diligently
      pursue such efforts to complete such, cure), then Tenant may seek through
      judicial action any remedy available at law or in equity. In no event shall
      Landlord be liable for loss of business or consequential
      damages.

    


    
      	 	
              16.

            	
              Subordination.

            


    

    


    (A) This
      Lease is and shall be subject and subordinate to (i) all ground or underlying
      leases and all mortgages or other security instruments now or hereafter
      affecting such leases, and (ii) all mortgages or other security instruments
      now
      or hereafter affecting the fee title of the Shopping Center, and (iii) all
      renewals, modifications, consolidations, replacements and extensions of any
      such
      ground or underlying leases and mortgages. This clause shall be self-operative
      and no further instrument of subordination shall be required by any ground
      or
      underlying lessee or by any mortgagee. In confirmation of such subordination,
      Tenant agrees to execute promptly any instrument that Landlord may request.
      However, at .the option of Landlord or such mortgagee or ground lessor or
      secured party, this Lease shall be paramount to such mortgage or ground or
      underlying lease or other security instrument.

    



    
      
        
        

      

      
        E-23

        
          

        

      

      
        
        

      

    


    (B) If
      Landlord transfers its interest in the Leased Premises, or proceedings are
      brought for foreclosure of any such mortgage or in case of sale in lieu thereof,
      or termination of any such ground or underlying lease, Tenant shall, if
      requested, attorn to the transferee, mortgagee, ground or underlying lessor
      and
      deliver, without charge, instruments acknowledging the attornment.

    


    (C) Provided
      Tenant was given notice in writing of the names and addresses to which the
      notices should be sent, Tenant shall give prompt written notice of any default
      by Landlord to the holder of all mortgages, ground or underlying leases and
      security holders if the default is such as to give Tenant a right to (i)
      terminate this Lease, or (ii) reduce the Rents or any other sums reserved,
      or
      (iii) credit or offset any amounts against Rents. Any mortgagee, ground lessor
      or security holder shall have the right to cure Landlord's default within sixty
      (60) days after receipt of Tenant's notice; and no such rights or remedies
      shall
      be exercised by Tenant until the expiration of said sixty (60) days (or such
      additional time reasonably required to cure such default),

    


    17. Waiver
      of Subrogation. Landlord
      and Tenant hereby release the other and all other persons claiming under it
      from
      any and all liability for loss or damage caused by any casualty, even if the
      casualty is brought about by the fault or negligence of the other or of any
      persons claiming under the other. Tenant and Landlord will cause their
      respective insurance companies to endorse their respective insurance policies
      to
      permit a waiver of subrogation.

    


    18. ASSIGNMENT
      OR SUBLETTING. Tenant
      shall not assign, mortgage, pledge, or otherwise transfer or encumber this
      Lease
      or any interest therein, either voluntarily or by operation of law or otherwise,
      or sublet the whole or any part of the Leased Premises, or permit occupancy
      by
      anyone else, without obtaining on each occasion Landlord's prior written
      consent, which consent Landlord may deny, regardless of commercial
      reasonableness.
      Notwithstanding the foregoing, if Tenant requests Landlord's consent to assign
      this Lease and Tenant has not been in monetary or other material default under
      the Lease at any time, Landlord shall not unreasonably withhold its consent
      to
      on assignment of the Lease to a new occupant of the Leased Premises who would
      use the Leased Premises for the purpose described in Article 1 (M). If Tenant
      requests Landlord's consent to sublease the Leased Premises, and Tenant has
      not
      been in monetary or other material default under the Lease at any time. Landlord
      shall not unreasonably withhold its consent provided; (i) the sublessee uses
      the
      Leased Premises for the purpose described in Article 1 (M), and (ii) Tenant
      derives substantially all of its income with respect to the Leased Premises
      from
      subleasing substantially all of the Leased Premises, and (iii) the Sub Rent
      (as
      defined below) or other amounts received or accrued by Tenant from subleasing
      the Leased Premises is not based on the income or profits of the subtenant,
      excluding for this purpose the portion of Sub Rent, if any, based on a fixed
      percentage or percentages of gross receipts or gross sales of the subtenant.
      In
      the event Tenant obtains Landlord's consent to sublet the Leased Premises,
      and
      the amount of minimum rent and additional rent payable by the sublessee to
      Tenant under the sublease (the "Sub Rent") exceeds the aggregate of all Base
      Rent, Percentage Rent, Tax Rent, and Common Area Rent payable by Tenant to
      Landlord under this Lease for such period ("Lease Rent"), then Tenant shall
      promptly remit to Landlord each month, due and payable as additional Rent,
      the
      difference between the amount of Sub Rent and the amount of Lease Rent. In
      no
      event shall Tenant assign, convey, sell, pledge, mortgage, hypothecate or
      otherwise encumber, transfer or dispose of all or any part of this Lease or
      Tenants leasehold estate hereunder (collectively referred to as a "Transfer")
      with or to any person, or in any manner, which could cause any portion of the
      Rent received by Landlord pursuant to this Lease to fail to qualify as "rents
      from real property" within the meaning of section 856(d) of the Internal Revenue
      Code of 1986, as amended (the "Code"), or any similar or successor provision
      thereto or which would cause any other income of Landlord to fail to qualify
      as
      income described in section 856(c)(2) of the Code, and any such Transfer shall
      be void.
      In any
      assignment the assignee must assume this Lease in writing on Landlord's form.
      Any request for Landlord's consent to assignment or subletting shall be
      accompanied by payment of Landlord's reasonable administrative and attorneys'
      fees relating thereto. Notwithstanding an assignment or subletting or occupancy
      of the Leased Premises by anyone other than Tenant, Tenant shall not be released
      (nor shall any of Tenant's constituents, partners, or members be released)
      from
      any obligations, liabilities or covenants under this Lease and shall continue
      to
      remain responsible. Landlord shall have the right to collect Rent from any
      assignee, subtenant or other occupant without releasing Tenant or waiving any
      right against Tenant for its default under this Article and without accepting
      the payor as a permitted tenant. Any transfer of a
      controlling interest in
      (i) any
      corporate stock of; (ii) any partnership interest in; or (iii) any membership
      interest in Tenant, or a merger, consolidation or liquidation of or by Tenant,
      either voluntarily or by operation of law, shall be deemed an assignment and
      require Landlord's consent as stated above. Notwithstanding
      the foregoing, a public offering of stock, or transfers of stock, on the NYSE,
      AMEX, NASDAQ stock exchanges, or other nationally recognized stock exchange
      where shares are publicly traded, shall not be deemed an assignment for purposes
      hereof.
      Under
      any circumstances, Landlord shall not be liable for any money damages to Tenant
      or Tenant's proposed assignee, transferee or subtenant for refusal to consent
      to
      any assignment or transfer of this Lease or transfer of Tenant's corporate
      stock
      or sale of Tenant's business or for refusal to consent to any subletting;
      Tenant's sole remedy shall be specific performance.

    


    19. Surrender
      and Holding Over.

    


    (A) At
      the
      expiration or sooner termination of the tenancy hereby created, Tenant shall
      surrender the Leased Premises in the same condition as the Leased Premises
      were
      in upon delivery of possession thereof to Tenant, reasonable wear and tear
      excepted, and damage by unavoidable casualty excepted to the extent that the
      same is covered by Landlord's Property insurance policy, and Tenant shall
      surrender all keys for the Leased Premises to Landlord and shall inform Landlord
      of all combinations on locks, safes and vaults, if any, in the Leased Premises.
      Prior to the expiration or sooner termination of this Lease, Tenant shall remove
      any and all trade fixtures, equipment and other unattached items which Tenant
      may have installed, stored or left in the Leased Premises or elsewhere in the
      Shopping Center, and Tenant shall not remove any plumbing or electrical fixtures
      or equipment, heating or air conditioning equipment, floor coverings (including
      but not limited to wall-to-wall carpeting), walls or ceilings, all of which
      shall be deemed to constitute a part of the freehold and/or
      leasehold

    



    
      
        
        

      

      
        E-24

        
          

        

      

      
        
        

      

    


    interest
      of Landlord, nor shall Tenant remove any fixtures or machinery that were
      furnished or paid for by Landlord (whether initially installed or replaced).
      The
      Leased Premises shall be left in a broom-clean condition. If Tenant shall fail
      to remove, its trade fixtures or other property as provided in this Article
      19,
      such fixtures and other property not removed by Tenant shall be deemed abandoned
      by Tenant and at the option of Landlord shall become the property of Landlord,
      or at Landlord's option may be removed by Landlord at Tenant's expense, or
      placed in storage at Tenant's expense, or sold or otherwise disposed of, in
      which event the proceeds of such sale or other disposition shall belong to
      Landlord. In the event Tenant does not make any repairs as required by this
      Article 19(A), Tenant shall be liable for and agrees to pay Landlord's costs
      and
      expenses in making such repairs. Tenant's obligations and covenants under this
      Article 19(A) shall survive the expiration or termination of this
      Lease.

    


    (B) If
      Tenant
      or anyone claiming under Tenant remains in possession of the Leased Premises
      after the expiration of the Lease Term, that person shall be a tenant at
      sufferance; and during such holding over, Base Rent shall be twice the rate
      which was in effect immediately prior to the Lease Term expiration, which
      Landlord may collect without admission that Tenant's estate is more than a
      tenancy at sufferance, and all the other provisions of this Lease shall apply
      insofar as the same are applicable to a tenancy at sufferance.

    


    20. No
      Waivers by Landlord. No
      waiver
      by Landlord of any breach by Tenant or requirement of obtaining Landlord's
      consent shall be deemed a waiver of any other provision of this Lease or any
      subsequent breach of the same provision or a waiver of any necessity for further
      consent. No payment by Tenant or acceptance by Landlord of a lesser amount
      than
      due from Tenant shall be deemed to be anything but payment on account, and
      Tenant's payment of a lesser amount with a statement that the lesser amount
      is
      payment in full shall not be deemed an accord and satisfaction. Landlord may
      accept the payment without prejudice to recover the balance due or pursue any
      other remedy. Landlord may accept payments even after default by Tenant without
      prejudice to subsequent or concurrent rights or remedies available to Landlord
      under this Lease, at law or in equity. Any acceptance by Landlord of any payment
      by Tenant after termination or expiration of the Lease Term shall not constitute
      an acceptance of Rent but rather a payment to Landlord on account of Tenant's
      use and occupancy of the Leased Premises. All rights and remedies which Landlord
      may have under this Lease, at law or in equity shall be distinct, separate
      and
      cumulative and shall not be deemed inconsistent with each other, and any or
      all
      of such rights and remedies may be exercised at the same time.

    


    21. Rules
      and Regulations. Tenant
      shall observe and comply with, and cause its employees, agents, subtenants
      and
      concessionaires, and their employees and agents, to observe and comply with
      all
      reasonable rules and regulations promulgated by Landlord by notice to Tenant;
      and such rules and regulations shall have the same force and effect as if
      originally contained in this Lease.

    


    22. Failure
      of Performance by Tenant. If
      Tenant
      shall default under this Lease beyond
      any applicable notice and cure period expressly set forth
      herein,
      Landlord
      may, at its election, immediately or at any time thereafter, without waiving
      any
      claim for breach of agreement, and upon
      five (5) days notice to Tenant (or in the event of an emergency,
      without
      notice to Tenant, cure such default or defaults for the account of Tenant,
      and
      the cost to Landlord thereof plus interest at the Default Interest Rate shall
      be
      deemed to be additional Rent and payable on demand. Tenant shall pay all
      reasonable attorneys' fees, costs and expenses incurred by Landlord in enforcing
      the provisions of this Lease, suing to collect Rent or to recover possession
      of
      the Leased Premises, whether the lawsuit or other action was commenced by
      Landlord or by Tenant,

    


    23. Limitations
      on Landlord's Liability.

    


    (A) "Tenant"
      includes the persons named expressly as Tenant and its transferees, successors
      and assigns. Except as otherwise provided in the next sentence, the agreements
      and conditions contained in this Lease shall be binding on and inure to the
      benefit of the parties hereto and their transferees, legal representatives,
      successors and assigns. "Landlord" means only the then-owner of the lessor's
      interest in this Lease, and in the event of a transfer by Landlord of its
      interest in this Lease, the transferor shall be automatically released from
      all
      liability and obligations as Landlord subsequent to the transfer.

    


    (B) Notwithstanding
      anything to the contrary, Tenant agrees it will look solely to Landlord's estate
      in the Shopping Center as the sole asset for collection of any claim, judgment
      or damages or enforcement of any other judicial process requiring payment of
      money. Tenant agrees that no other assets of Landlord shall be subject to levy,
      execution or other procedures to satisfy Tenant's rights or
      remedies.

    


    24. Miscellaneous
      Provisions.

    


    (A) This
      Lease contains the entire agreement between the parties. No oral statements
      or
      representations or written matter not contained in this Lease shall have any
      force or effect. This Lease cannot be modified or terminated orally, but only
      by
      a writing signed by Landlord and Tenant, except for a termination expressly
      permitted by this Lease. If more than one party executes this Lease as "Tenant",
      the liability of all such signatories shall be joint and several. Neither this
      Lease nor any memorandum, assignment or memorandum of assignment thereof shall
      be recorded in any public records without Landlord's prior written consent.
      Any
      obligation of any person shall be performed at its sole cost and expense unless
      a contrary intent is expressly stated herein. Each provision of this Lease
      shall
      be valid and enforced to the fullest extent permitted by law. However, if any
      provision or the application thereof to any person or circumstance shall to
      any
      extent be declared by a court to be invalid, the remainder of this Lease shall
      not be affected. If Tenant is not an individual, the person signing this
      document on behalf of Tenant represents (by such signature) that he or she
      has
      been duly authorized by Tenant to execute this document and that such signature
      creates a binding obligation of Tenant.

    


    (B) The
      term
      "Default Interest Rate" as used in this Lease shall mean Fifteen (15%) Percent
      per annum or the maximum interest rate permitted by law, whichever is
      lower.


    
      
        
        

      

      
        E-25

        
          

        

      

      
        
        

      

    


    (D) The
      submission of this Lease to Tenant for review or Tenant's signature does not
      constitute a reservation of, or option for, the Leased Premises or a
      representation that the business terms have been approved by executive officers
      of Landlord or Landlord's Board of Directors. This Lease shall become effective
      as a lease or agreement only upon mutual execution and delivery. A lease which
      is not fully executed and delivered cannot be enforced in any manner and cannot
      give rise to any rights or remedies.

    


    (E) The
      provisions of this Lease shall be construed, in all respects, without reference
      to any rule or canon requiring or permitting the construction of provisions
      of
      documents against the interest of the party responsible for the drafting of
      the
      same, it being the intention and agreement of the parties that this Lease be
      conclusively deemed to be the joint product of both parties and their counsel.
      Furthermore, the parties agree that this Lease may be executed with revision
      markings (so-called "blacklining") appearing in the execution copy (i.e.,
      deleted text is overstricken and newly-inserted text is underscored or in
      boldface); such "blacklining" shall not be accorded any significance or taken
      into account in any way; this Lease shall be construed for all purposes as
      if
      all overstricken text were deleted and never included in this Lease and all
      bold
      or underscored text were not bold or underscored.

    


    (F) Quiet
      Enjoyment. Landlord
      covenants that, upon Tenant's payment of the Rent required hereunder and its
      performance of all of the terms and conditions of the Lease, Tenant's peaceful
      and quiet enjoyment of the Leased Premises shall not be disturbed by Landlord
      or
      anyone properly claiming by, through or under Landlord. Notwithstanding the
      foregoing, this provision is subject to all mortgages, encumbrances, easements
      and underlying leases to which this Lease may be or become
      subordinate,

    


    25. Unavoidable
      Delays. Where
      either party hereto is required to do any act but is untimely in completing
      the
      act, the time attributable directly to delays caused by an Act of God,
      hurricane, tornado, rain, snow, cold or other weather, war, civil commotion,
      fire or other casualty, labor difficulties, or shortages of labor, materials
      or
      equipment, government regulations or other causes beyond such party's reasonable
      control shall not be counted in determining the time during which such act
      is to
      be completed. In any case where work is to be paid for out of insurance proceeds
      or condemnation awards, due allowance shall be made for delays in the collection
      of such proceeds and awards. The provisions of this Article shall not be
      applicable at all to excuse or permit delay of the time for Tenant to pay Rent
      or other money or to obtain and maintain insurance policies. If Landlord is
      unable to deliver the Leased Premises on or before April
      15, 2005,
      then
      either party may terminate this Lease by giving thirty (30) days written notice
      to the other at any time prior to tender.

    


    26. Sole
      Broker. Tenant
      represents that no broker, finder, or other person entitled to compensation
      (other than the Broker identified in Article 1) was involved in this Lease,
      and
      that no conversations or prior negotiations were had with any broker, finder
      or
      other possible claimant other than the Broker concerning the renting of the
      Leased Premises. Tenant shall defend, indemnify and hold Landlord harmless
      against any claims for compensation (including legal fees incurred by Landlord)
      arising out of any conversations or negotiations had by Tenant with anyone
      other
      than the Broker.

    


    27. Estoppel
      Certificates. From
      time
      to time, within ten (10) days following written notice, Tenant shall deliver
      to
      Landlord a signed and acknowledged written statement certifying: the date of
      this Lease and that this Lease is in full force and effect and unmodified except
      as stated; the monthly Base Rent payable during the Lease Term; the date to
      which the Rent and other payments have been paid; whether Landlord is in
      default, or if there are any offsets, defenses, or counterclaims claimed by
      Tenant, and if a default, offset, defense, or counterclaim is claimed,
      specifying the specific nature and default; and stating any additional matters
      requested by Landlord or a mortgagee.

    


    28. Shopping
      Center Changes. Neither
      Exhibit
      A
      nor this
      Lease is a warranty by Landlord that the Shopping Center will remain as shown.
      Landlord may relocate, increase, reduce or otherwise change the number,
      dimensions, or locations of the parking areas, drives, exits, entrances, walks
      and other Common Areas or buildings, If Landlord desires to modernize the facade
      of the Shopping Center, Tenant shall, upon request of Landlord, install a new
      exterior sign and improve its storefront, following the design of Landlord's
      architect. Landlord reserves the right to use portions of the Common Area for
      construction-related activities and to erect temporary scaffolding in front
      of
      the Leased Premises. Tenant waives any claim for rent abatement, loss of
      business or damages arising out of any reasonable and temporary inconvenience
      allegedly experienced by Tenant during the course of any alteration, improvement
      or modernization, or during any repair activities in which Landlord is
      engaged.

    


    29. Notices. All
      notices intended to impose liability on the other party or exercise a right
      ("Notice") shall be in writing and sent by certified or registered mail, return
      receipt requested, or delivered by a nationally recognized overnight courier
      (such as Federal Express or UPS) and in order to be effective a copy of any
      notice of Landlord's default must be sent by Tenant to the holders of any
      mortgages, ground leases or security interests as per Article 16(C). Notices
      shall be sent to the address set forth in Article 1 or to such other address
      as
      may be designated by notice. Notices shall be effective the day after the notice
      was sent, or if by courier delivery, the day delivered, The purported giving
      of
      notice or exercise by Tenant of any right, option or privilege by any means
      other than written notice given in strict compliance with this Article shall
      be
      null, void and of no force or effect, even if any such other means of
      communication succeeds in conveying actual notice. If courier delivery is
      refused or not able to be made, the day delivery was first attempted shall
      be
      deemed the delivery date.

    


    (END
      OF
      RIDER A)


    
      
        
        

      

      
        E-26

        
          

        

      

      
        
        

      

    


     

     

    
      SEE
        RIDER
        B
        ATTACHED HERETO AND HEREBY MADE A PART OF THIS LEASE.

      



    

    RIDER
      B

    


    30. Notwithstanding
      anything provided herein, if there is any discrepancy between Rider "A" and
      Rider "B", Rider "B" shall prevail.

    


    31. Sign
      Criteria - Reference to Article 10(D). (A)
      Tenant must obtain Landlord's written approval of its sign design drawings
      prior
      to the fabrication and installation of Tenant's sign. The drawings must include
      the dimensions, color, style and types of materials to be used. The sign shall
      be placed in the designated area in such a manner that it does not extend above
      the parapet or facade and does not exceed 2/3 of Tenant's storefront. The plans
      and permits for, and the installation of, Tenant's sign shall all be at Tenant's
      sole cost and expense. The sign shall be governed by all applicable provisions
      of this Lease, including, but not limited to, Tenant's duty to repair (Article
      10) and insure (Article 11) the sign. The sign shall be subject to all
      governmental authorities' codes and restrictions.

    


    (B) Upon
      the
      expiration or sooner termination of this Lease, Tenant shall remove its sign
      and
      restore the sign band/fascia to its original condition.

    


    32. Utility
      Deregulation.

    


    (A) Landlord
      Controls Selection.
      Landlord and Tenant acknowledge that new utility deregulation may allow Landlord
      to change electric service providers in the future. If such deregulation goes
      into effect, Landlord shall have the right at any time and from time to time
      during the Lease Term to either (I) contract for service from a different
      company or companies providing electricity service (each such company shall
      hereinafter be referred to as an "Alternate Service Provider") or (ii) continue
      to contract for service from the present electric utility company (the "Electric
      Service Provider"). In the event that the entire Shopping Center is required
      to
      be serviced by the Alternate Service Provider, Tenant agrees to contract for
      service from the Alternate Service Provider.

    


    (B) Tenant
      Shall Give Landlord Access.
      Tenant
      shall cooperate with Landlord, the Electric Service Provider, and any Alternate
      Service Provider, at ail times as reasonably necessary, and allow the foregoing
      to have reasonable access to any and all electric lines, feeders, risers,
      wiring, and any other machinery within the Leased Premises.

    


    (C) Landlord
      Not Responsible for Interruption of Service.
      Landlord
      shall not be liable or responsible for any loss, damage, or expense that Tenant
      may sustain or incur by reason of any change, failure, interference, disruption,
      or defect in the supply or character of the electric energy furnished to the
      Leased Premises, or if the quantity or character of the electric energy supplied
      by the Electric Service Provider or any Alternate Service Provider is no longer
      available or suitable for Tenant's requirements, and no such change, failure,
      defect, unavailability, or unsuitability shall constitute an actual or
      constructive eviction, in whole or in part, or entitle Tenant to any abatement
      or diminution of rent, or relieve Tenant from any of its obligations under
      the
      Lease.

    


    (D) Notwithstanding
      the foregoing, if a utility service provided by Landlord is interrupted for
      a
      period of more than 48 hours as a result of a negligent act or omission of
      Landlord, or its agents, contractors, or employees, and not resulting from;
      (a)
      Landlord having exercised its rights pursuant to Article 32(A) above, (b) force
      majeure or unavoidable delay (as defined in the Lease, see Article 25)), (c)
      an
      act of the Electric Service Provider or Alternate Service Provider, or (d)
      any
      other condition beyond Landlord's control, and: (i) such interruption prevents
      Tenant from operating its business at the Leased Premises. (ii) Tenant promptly
      gives written notice to Landlord of the condition, and (iii) Landlord has not
      restored such service within 48 hours following receipt of Tenant's notice
      (the
      "Cure Period"), then Tenant shall not be obligated to pay Base Rent from the
      expiration of the Cure Period until the situation is sufficiently remedied
      so
      that Tenant could reopen for business.

    


    33. PLANS
      AND SPECIFICATIONS.

    


    (A) Within
      ninety
      (90)
      days
      after Lease
      Commencement Date,
      Tenant
      shall submit to Landlord, for Landlord's written approval the following items
      (hereinafter collectively referred to as "Required Items"):

    


    1. Complete
      detailed drawings and specifications in sufficient detail for Tenant to obtain
      all necessary building permits (hereinafter collectively referred to as "Plans")
      for all the work to be done by Tenant to the Leased Premises. Each of Tenant's
      Plans submissions shall include two sets of full-size construction drawings
      and
      specifications, as well as one set of computerized construction drawings saved
      on a CD ROM in .DWG or .DXF file format.

    



    
      
        
        

      

      
        E-27

        
          

        

      

      
        
        

      

    


    2. A
      contractor's "Payment and Performance Bond" in favor of Landlord as obligee,
      in
      form approved by Landlord, issued by a surety company satisfactory to Landlord,
      guaranteeing completion of Tenant's work In accordance with the Plans free
      of
      liens and security agreements.

    


    3. A
      comprehensive general liability insurance policy from Tenant's contractor's
      insurer (with a rating of not less than A-8) naming Landlord as additional
      insured for at least $3,000,000 combined single limit for bodily Injury and
      property damage and contractor's Workers' Compensation and Occupational Disease
      insurance with statutory limits and employer's liability with a limit of at
      least $1,000,000.

    


    4. The
      general contractor's written indemnity agreement in the form attached hereto
      as
Exhibit
      "B-1"
      that the
      contractor shall Indemnify, defend, save and hold harmless Landlord, its
      mortgagee, agents, employees and assigns, from all liabilities, claims, losses,
      liens, damages and suits of whatsoever nature for personal injury, death or
      property damage alleged to arise out of the work performed under the contract,
      whether by contractor or by any subcontractor, and whether asserted against
      Landlord or contractor.

    


    (B) Landlord
      shall inform Tenant of any objections to the Required Items within thirty (30)
      days after receipt of all such Items. If Tenant fails to deliver any of the
      Required Items timely, then Landlord shall have the right to terminate this
      Lease. Furthermore, Landlord shall have no obligation to review Tenant's Plans
      unless and until Landlord is in receipt of all Required Items. Tenant, within
      thirty
      (30)
      days of
      receiving Landlord's objections to the Required Items, shall deliver to Landlord
      corrected Required Items, which Landlord shall accept or reject within the
      next
      fifteen (15) days.

    


    (C) Tenant
      must obtain Landlord's written approval of all Required Items prior to
      commencing any of its work at the Leased Premises. Landlord's approval of
      Tenant's Plans shall not constitute an affirmation by Landlord that they conform
      to law or impose any liability on Landlord. Upon Landlord's approval of the
      Required Items Tenant shall immediately apply for all permits necessary for
      its
      work. After the permits are issued and Landlord has completed the work, if
      any,
      that it has specifically agreed in this Lease to do, Tenant shall promptly
      commence and complete Tenant's work in conformity with the Plans, building
      department requirements and all relevant laws and regulations.

    


    (D) Tenant
      shall comply with all legal requirements during its work and, when completed,
      Tenant's work must comply with all laws, ordinances, regulations or orders
      of
      public authority, and with the requirements of the appropriate Fire Insurance
      Rating Organization and Landlord's insurance company. Prior to opening for
      business, Tenant shall obtain and deliver to Landlord: (a) Tenant's affidavit
      that all work, labor and materials have been paid for, (b) final lien waivers,
      as well as paid invoices or statements, from all contractors and subcontractors
      who performed work at the Leased Premises and all materialmen and suppliers
      who
      provided materials and/or equipment used in connection with Tenant's work at
      the
      Leased Premises, and (c) a copy of the certificate of occupancy (or its local
      equivalent) for the Leased Premises. If a temporary Certificate of Occupancy
      is
      issued, Tenant shall deliver a copy of that document to Landlord and then,
      upon
      issuance of a permanent Certificate of Occupancy, immediately forward a copy
      of
      it to Landlord.

    


    (E) If
      Landlord or its representative inspects the Leased Premises and determines
      that
      Tenant's work is not being done in accordance with the approved Plans, Tenant
      shall correct any deficiencies or omissions immediately.

    


    (F) Tenant
      shall not permit any mechanic's or other lien to be filed either against the
      Leased Premises or the Shopping Center or Tenant's leasehold interest by reason
      of work, labor, services or materials supplied. If any lien is filed, Tenant
      shall, within ten (10) days after notice of the filing, cause it to be
      discharged of record, failing which Landlord, in addition to any other right
      or
      remedy, may (but shall not be obligated to) discharge such lien by deposit,
      bonding proceedings or by payment of the claimed amount for Tenant's account.
      Any amounts so paid, together with interest at the Default Interest Rate from
      the date of payment, shall be paid by Tenant to Landlord on demand as additional
      Rent. Nothing herein shall be construed as the consent or request of Landlord
      to
      any contractor, subcontractor, laborer or materialmen to perform work or furnish
      materials. Furthermore, nothing herein shall give Tenant the authority to
      contract for or permit the rendering of any service or furnishing of any
      material that could give rise to the filing of any lien.

    


    (G) Tenant
      shall require its general
      contractor to furnish to both Tenant and Landlord on completion of the work
      a
      guaranty, for a period of one (1) year from final completion of all work, that
      all work and materials will be free from all defects and that all apparatus
      (e.g., air-conditioning equipment) will develop capacities and characteristics
      specified in the approved Plans upon use, and that whenever within one (1)
      year
      of the final acceptance of the work, contractor Is notified in writing by either
      Landlord or Tenant that any equipment, material or workmanship is defective
      or
      in some way

    



    
      
        
        

      

      
        E-28

        
          

        

      

      
        
        

      

    


    does
      not
      meet specifications, contractor shall immediately replace, repair or otherwise
      correct the defect or deficiency without cost to Landlord.

    


    (H) In
      the
      event Tenant's work involves the construction of a demising wall, Tenant shall
      physically indicate the proposed location of the demising wall on the floor
      of
      the Leased Premises, notify Landlord's architect that the location has been
      marked and that construction of the wall is about to begin, and give Landlord's
      architect a reasonable opportunity to come to the Leased Premises and inspect
      the proposed placement of the wall.

    


    (I) For
      any
      Tenant work that involves penetration of the roof surface, Tenant shall employ
      Landlord's roofing contractor, thereby ensuring that the roofing bond and/or
      warranty will remain in full force and effect, The maintenance of Tenant's
      roof
      work will be the sole responsibility of Tenant and shall include the repair
      of
      adjoining areas that might have been affected due to water penetration through
      Tenant's roof work.

    


    (J) In
      the
      event Tenant must obtain a zoning variance, waiver or other change in order
      to
      use the Leased Premises for the purposes described in Article 1(M), or for
      any
      work Tenant desires to perform at the Leased Premises, Tenant shall first obtain
      Landlord's written approval, not be unreasonably withheld or delayed, prior
      to
      seeking such a change. If Landlord's consent is given, Landlord agrees to
      cooperate with Tenant in such application and Tenant agrees to: (1) keep
      Landlord advised of all developments as they occur, (ii) provide Landlord with
      an opportunity to review all documents before they are filed, and (iii) give
      Landlord a reasonable amount of notice before any hearings are held so that
      Landlord's representative shall have an opportunity to attend. Tenant shall
      not
      be permitted to enter into any agreements that affect the use, access, or
      condition of the Shopping Center without first obtaining Landlord's written
      consent, and any attempt to do so shall constitute a default under the
      Lease.

    


    34. Texas
      Department of Licensing and Regulation Inspections. Tenant
      acknowledges that the Texas Department of Licensing and Regulation (the
      "Department") requires, upon submitting a building permit application to the
      local municipality, that an inspection be conducted by the Department to ensure
      that the Leased Premises complies with the Americans With Disabilities Act
      (the
      "ADA") and the regulations promulgated thereunder, and to the extent the Leased
      Premises do not comply, that it will be brought into compliance. In the event
      that Tenant, whether at the beginning of the Lease Term, or at any time during
      the Lease Term, desires to perform work which requires the submittal of a
      building permit application to the local municipality, then Tenant shall provide
      Landlord with a copy of the inspection application form submitted to the
      Department along with a copy of the check showing Tenant has paid the required
      inspection fee, as well as a copy of the final Notice of Substantial Compliance
      Certificate, and failure to do so shall constitute a default under the Lease.
      Furthermore, if the Department's inspection requires modifications to be made
      to
      the Leased Premises so as to comply with the ADA, then Tenant shall be
      responsible to perform any such necessary modifications. Tenant shall defend,
      indemnify and hold Landlord harmless from all loss, costs, actions, damages
      or
      claims which Landlord may be subject to as a result of Tenant failing to timely
      comply with the provisions of this Article.

    


    36. Tenant
      Improvement Allowance. In
      consideration of Tenant finishing, furnishing, fixturing and equipping the
      Leased Premises as a first class retail store insurance
      office,
      Landlord agrees to pay Tenant, provided Tenant is not in default, the sum of
      Two
      Hundred Three Thousand Three Hundred Seventy Dollars ($203,370.00), in
      the
      manner set forth below:

    


    (A) Once
      Tenant (i) has properly completed fifty (50%) percent of the Tenant's initial
      improvements to the Leased Premises, Landlord shall pay to Tenant one-half
      of
      the Tenant improvement allowance, in the amount of One Hundred One Thousand
      Six
      Hundred Eighty-Five ($101,685.00) Dollars upon Landlord's receipt
      of:

    


    
      	 	
              b)

            	
              partial
                lien waivers, as well as paid invoices or statements, from the contractors
                and subcontractors who performed the work for which this payment
                is being
                made and the materialmen and suppliers who provided the materials
                used for
                this work.

            


    

    


    
      	 	
              c)

            	
              Tenant's
                written request to Landlord's Leasing Representative for the Shopping
                Center, which written request must specifically reference this Article
                and
                contain the documents set forth in (a) and (b)
                above.

            


    

    


    (B) Landlord
      shall pay to Tenant the remaining one-half of the Tenant improvement allowance,
      in the amount of One Hundred One Thousand Six Hundred Eighty-Five ($101.685.00)
      Dollars upon Tenant accomplishing the following:


    
      
        
        

      

      
        E-29

        
          

        

      

      
        
        

      

    


    
      	 	
              a)

            	
              Completing
                all of the work pursuant to all of the terms and conditions of this
                Lease
                (including installation of a Landlord approved exterior storefront
                sign)
                and delivering to Landlord a final Certificate of Occupancy and any
                other
                approvals required by local government agencies (e.g. the fire department)
                to operate Tenant's business;

            


    

    


    
      	 	
              b)

            	
              Furnishing
                Landlord with Tenant's affidavit that all work, labor and materials
                have
                been paid for, and delivering to Landlord final lien waivers, as
                well as
                paid invoices or statements from (i) all contractors and subcontractors
                who performed work at the Leased Premises; and (ii) all materialmen
                and
                suppliers who provided materials and/or equipment used in connection
                with
                Tenant's work at the Leased
                Premises;

            


    

    


    
      	 	
              c)

            	
              Submitting
                to Landlord the insurance certificate required under Article 11 of
                the
                Lease;

            


    

    


    
      	 	
              d)

            	
              Fully
                fixturing, stocking and staffing the Leased Premises and opening
                for
                business to the public; and,

            


    

    


    
      	 	
              e)

            	
              Paying
                the first installments of Common Area Rent and Tax Rent after the
                Triple
                Net Rent Commencement Date has
                occurred,

            


    

    


    
      	 	
              f)

            	
              Tenant's
                written request to Landlord's Leasing Representative for the Shopping
                Center, which written request must specifically reference this Article
                and
                contain the documents set forth in (a), (b), (c)
                above.

            


    

    


    
      	 	
              g)

            	
              Furnished
                Landlord with a copy of: (i) the inspection application form submitted
                to
                the Texas Department of Licensing and Regulation, (ii) a copy of
                the check
                showing Tenant has paid the required inspection fee, (iii) a copy
                of the
                final Notice of Substantial Compliance Certificate, and (iv) proof
                that
                all work which has been required to be performed by the Department
                has
                been completed; and

            


    

    


    
      	 	
              h)

            	
              Sent
                a written request to Landlord's Leasing Representative for the Shopping
                Center, which a written request must specifically reference this
                Article
                and contain the documents set forth in (a), (b), (c) and (g)
                above.

            


    

    


    37. Possession. Tenant
      acknowledges that the Leased Premises is presently occupied by another tenant
      (the "Existing Tenant") under a different lease. Landlord is in the process
      of
      recapturing the Leased Premises from the Exiting Tenant. In the event Landlord
      is delayed in obtaining possession of the Leased Premises from the Existing
      Tenant, then Landlord will be delayed in delivering possession of the Leased
      Premises to Tenant. Notwithstanding anything contained in Articles 1 or 7 to
      the
      contrary, Landlord shall not tender possession of the Leased Premises to Tenant
      until Landlord has obtained possession of the Leased Premises from the Existing
      Tenant. If Landlord fails to tender possession of the Leased Premises to Tenant
      on
      or
      before April 15, 2005,
      then
      either party shall have the right to terminate this Lease on thirty (30) days
      prior written notice to the other party at any time thereafter and prior to
      tender.

    


    38. Employee
      Parking - Reference Article 8(C) and Article 15. Tenant's
      employees shall only be permitted to park their cars in the areas designated
      by
      Landlord on Exhibit "A" as Designated Employee Parking Area. Landlord makes
      no
      representations that the Designated Employee Parking Area and Common Area will
      remain as shown and Landlord has the right in its sole and exclusive discretion
      to make any modifications or changes thereto at any time. Tenant shall inform
      its employees of the Designated Parking Areas promptly after the Lease
      Commencement Date.

    


    39. Intentionally
      Deleted.

    


    40. Satellite
      Dish. (A) For
      use in its business operation, Tenant may affix an antenna or satellite dish
      ("Dish") on the exterior of the Leased Premises in a location designated by
      Landlord provided that:

    


    (i) Tenant
      obtains Landlord's prior written approval, not to be unreasonably withheld
      or
      delayed, of its plans showing the location, size, design, and method of
      installation of the Dish (Tenant agreeing to use the smallest Dish available
      in
      the region); and Tenant obtains all necessary permits and complies with all
      laws, ordinances and building codes and delivers copies of these documents
      to
      Landlord within ten days of installation:

    


    (ii)
      The Dish will be mounted on the rear wall of the Leased Premises, unless
      Landlord agrees in writing to permit Tenant to mount the Dish on the roof of
      the
      Leased Premises. In which case the roof membrane and surface must remain
      undisturbed so as to ensure that the roofing bond and/or warranty will remain
      in
      full force and effect and in any event, neither Tenant, nor its contractors,
      employees, or agents will go on the roof at any time in the process of
      installing, servicing, or repairing the Dish without being accompanied by an
      authorized representative of Landlord or Landlord's roofing contractor (Tenant
      hereby agreeing to pay the reasonable fee charged by the roofing contractor
      for
      the service); and


    
      
        
        

      

      
        E-30

        
          

        

      

      
        
        

      

    


    (iii) If
      requested by Landlord, Tenant shall obtain appropriate engineering studies
      prior
      to Installation of the Dish, showing that the wall (or roof) can support the
      Dish, and Tenant shall furnish these reports to Landlord prior to
      installation;

    


    (iv) Tenant
      required its Dish installer to carry worker's compensation Insurance and
      liability insurance satisfactory to Landlord naming Landlord as an additional
      insured on the Installer's Insurance policies; and causes Tenant's insurer
      to
      endorse Tenant's insurance policies required in the Lease to also cover the
      dish
      and the indemnity provision contained in this Article.

    


    (v) Tenant
      shall be responsible for all injury to persons or damage to property, and shall
      indemnify, defend and hold Landlord harmless (except for liability arising
      out
      of a negligent act of Landlord) from and against all damages, losses, claims,
      liabilities, injuries, expenses (including legal fees and court costs) of every
      nature whatsoever arising out of the installation, maintenance or operation
      of
      the Dish or arising in any way out of the existence of the
      Dish;

    


    (vi) The
      Dish shall remain the property of Tenant upon the termination of the Lease.
      Tenant shall remove the Dish and repair any marks or damage caused by the
      installation and/or removal of the Dish;

    


    (vii) The
      Dish will not interfere with the business, visibility and operation of any
      other
      tenant of the Shopping Center (including their equipment) and, if so requested
      by Landlord, Tenant agrees to install any reasonable screening devices to ensure
      that the equipment cannot be viewed by the public.

    


    (viii) Nothing
      contained herein shall operate to limit Landlord's right to change or alter
      the
      Shopping Center in any way, and Tenant shall, upon twenty days written notice
      from Landlord, relocate its Dish as reasonably directed by
      Landlord;

    


    (ix) This
      consent shall apply only to the Dish being considered on the date Landlord
      approves the plans for the installation of the Dish; if Tenant wishes to replace
      the Dish, Tenant must obtain Landlord's prior written consent not to be
      unreasonably withheld or delayed, to the new Dish; and

    


    (x) Landlord
      has consented to the installation of the Dish based upon Tenant's representation
      that no reasonable person could claim that harmful radiation could be emitted
      from the Dish; if any such claim is made, Tenant will immediately remove the
      Dish.

    


    41. Elevator
      Maintenance. Notwithstanding
      anything contained in Articles 7 and 10 to the contrary, if i) the elevator
      presently located within the Leased Premises fails to operate during the term
      of
      this Lease; ii) the failure is not due to an act or omission of Tenant or its
      agents, employees or contractors; iii) promptly after signing this Lease, Tenant
      obtained (and has continually maintained) a service contract for regular
      maintenance of the elevator (as per manufacturer's recommendation), by a
      reputable elevator service company (see Article 10 (C)), and Tenant delivers
      to
      Landlord a copy of the contract; and iv) Landlord receives written notice from
      Tenant within three days of the failure, Landlord shall restore the elevator
      to
      operation condition. Upon Landlord's replacement of the elevator at the Leased
      Premises, Landlord shall have nor further maintenance obligations with respect
      to same.

    


    
      
        
        

      

      
        E-31