MASTER AGREEMENT


                          Dated as of January 13, 2000


                                      among

                            DOLLAR TREE STORES, INC.,
                                 as a Guarantor,

                       DOLLAR TREE DISTRIBUTION, INC. AND
                          CERTAIN OTHER SUBSIDIARIES OF
                            DOLLAR TREE STORES, INC.
                     THAT MAY HEREAFTER BECOME PARTY HERETO,
                                   as Lessees

                   ATLANTIC FINANCIAL GROUP, LTD., as Lessor,

                 CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO,
                                   as Lenders

                                       and

                             CRESTAR BANK, as Agent












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                                TABLE OF CONTENTS

                                                                           Page


ARTICLE I.       DEFINITIONS; INTERPRETATION..................................2

ARTICLE II.      ACQUISITION, CONSTRUCTION AND LEASE;
                 FUNDINGS; NATURE OF TRANSACTION..............................2
SECTION 2.1      Agreement to Acquire, Construct, Fund and Lease..............2
                 (a)   Land...................................................2
                 (b)   Building...............................................3

SECTION 2.2      Fundings of Purchase Price, Development Costs and
                 Construction Costs...........................................3
                 (a)   Initial Funding and Payment of Purchase Price for
                       Land and Development Costs on Closing Date.............3
                 (b)   Subsequent Fundings and Payments of Construction
                       Costs during Construction Term.........................4
                 (c)   Aggregate Limits on Funded Amounts.....................4
                 (d)   Notice, Time and Place of Fundings.....................4
                 (e)   Lessee's Deemed Representation for Each Funding........5
                 (f)   Not Joint Obligations..................................6
                 (g)   Non-Pro Rata Fundings..................................6
                 (h)   Commitment Fee.........................................6
SECTION 2.3      Funded Amounts and Interest and Yield Thereon................7
SECTION 2.4      Lessee Owner for Tax Purposes................................8
SECTION 2.5      Amounts Due Under Lease......................................8

ARTICLE III.     CONDITIONS PRECEDENT; DOCUMENTS..............................9
SECTION 3.1      Conditions to the Obligations of the Funding Parties on
                 each Closing Date............................................9
                 (a)   Documents.............................................10
                       (i)     Deed and Purchase Agreement...................10
                       (ii)    Lease Supplement..............................10
                       (iii)   Mortgage or Deed of Trust and Assignment
                               of Lease and Rents............................10
                       (iv)    Security Agreement and Assignment.............10
                       (v)     Survey........................................11
                       (vi)    Title and Title Insurance.....................11
                       (vii)   Appraisal.....................................12
                       (viii)  Environmental Audit and related Reliance
                               Letter........................................12
                       (ix)    Evidence of Insurance.........................13



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                       (x)     UCC Financing Statement; Recording Fees;
                               Transfer Taxes................................13
                       (xi)    Opinions......................................13
                       (xii)   Good Standing Certificates....................14
                       (xiii)  IDB Property..................................14
                 (b)   Litigation............................................14
                 (c)   Legality..............................................14
                 (d)   No Events.............................................14
                 (e)   Representations.......................................15
                 (f)   Cutoff Date...........................................15
                 (g)   Transaction Expenses..................................15
                 (h)   Approval..............................................15
SECTION 3.2      Additional Conditions for the Initial Closing Date..........15
                       (i)     Loan Agreement; Guaranty Agreement............15
                       (ii)    Master Agreement..............................16
                       (iii)   Construction Agency Agreement.................16
                       (iv)    Lease.........................................16
                       (v)     Lessee's Resolutions and Incumbency
                               Certificate, etc..............................16
                       (vi)    Opinions of Counsel...........................17
                       (vii)   Good Standing Certificate.....................17
                       (viii)  Lessor's Consents and Incumbency
                               Certificate, etc..............................17
SECTION 3.3      Conditions to the Obligations of Lessee.....................17
                 (a)   General Conditions....................................17
                 (b)   Legality..............................................18
                 (c)   Purchase Agreement; Ground Lease......................18
SECTION 3.4      Conditions to the Obligations of the Funding Parties on
                 each Funding Date...........................................18
                 (a)   Funding Request.......................................18
                 (b)   Condition Fulfilled...................................18
                 (c)   Representations.......................................18
                 (d)   No Bonded Stop Notice or Filed Mechanics Lien.........19
                 (e)   Lease Supplement......................................19
SECTION 3.5      Completion Date Conditions..................................19
                 (a)   Title Policy Endorsements; Architect's Certificate....19
                 (b)   Construction Completion...............................20
                 (c)   Construction Agent Certification......................20
SECTION 3.6      Addition of Lessees.........................................22

ARTICLE IV.      REPRESENTATIONS.............................................22
SECTION 4.1      Representations of DTS and Lessees..........................22
SECTION 4.2      Survival of Representations and Effect of Fundings..........32
                 (a)   Survival of Representations and Warranties............32
                 (b)   Each Funding a Representation.........................32



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SECTION 4.3      Representations of the Lessor...............................33
                 (a)   Securities Act........................................33
                 (b)   Due Organization, etc.................................33
                 (c)   Due Authorization; Enforceability, etc................33
                 (d)   No Conflict...........................................33
                 (e)   Litigation............................................34
                 (f)   Lessor Liens..........................................34
                 (g)   Employee Benefit Plans................................34
                 (h)   General Partner.......................................34
                 (i)   Financial Information.................................34
                 (j)   No Offering...........................................35
                 (k)   Investment Company....................................35
SECTION 4.4      Representations of each Lender..............................35
                 (a)   Securities Act........................................35
                 (b)   Employee Benefit Plans................................36

ARTICLE V.       COVENANTS OF OBLIGORS AND THE LESSOR........................36
SECTION 5.1      Records and Accounts........................................36
SECTION 5.2      Financial Statements, Certificates and Information..........36
SECTION 5.3      Notices.....................................................38
                 (a)   Defaults..............................................38
                 (b)   Environmental Events..................................38
                 (c)   Notice of Litigation and Judgments....................39
SECTION 5.4      Existence; Maintenance of Properties........................39
SECTION 5.5      Insurance...................................................39
SECTION 5.6      Taxes.......................................................40
SECTION 5.7      Inspection of Properties and Books..........................40
SECTION 5.8      Compliance with Laws, Contracts, Licenses, and
                 Permits.....................................................40
SECTION 5.9      ERISA Compliance............................................41
SECTION 5.10     Restrictions on Indebtedness................................41
SECTION 5.11     Restrictions on Liens, Etc..................................42
SECTION 5.12     Restrictions on Investments.................................44
SECTION 5.13     Merger, Consolidation.......................................44
SECTION 5.14     Sale and Leaseback..........................................44
SECTION 5.15     Compliance With Environmental Laws..........................45
SECTION 5.16     Distributions...............................................45
SECTION 5.17     Subsidiaries................................................45
SECTION 5.18     Fiscal Year.................................................45
SECTION 5.19     Loans and Advances..........................................45
SECTION 5.20     Transactions With Affiliates................................46
SECTION 5.21     Stock Ownership.............................................46
SECTION 5.22     Amendments to Organizational Documents......................46
SECTION 5.23     Financial Covenants of DTD..................................46



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SECTION 5.24     Tangible Net Worth..........................................46
SECTION 5.25     Funded Debt to EBITDA Ratio.................................47
SECTION 5.26     Operating Cash Flow to Debt Service Ratio...................47
SECTION 5.27     Maximum Capital Expenditures................................47
SECTION 5.28     Inventory Reliance..........................................48
SECTION 5.29     Current Ratio...............................................49
SECTION 5.30     Solvency....................................................49
SECTION 5.31     Use of Proceeds.............................................49
SECTION 5.32     Further Assurances..........................................49
SECTION 5.33     Additional Required Appraisals..............................49
SECTION 5.34     Lessor's Covenants..........................................50

ARTICLE VI.      TRANSFERS BY LESSOR AND LENDERS.............................52
SECTION 6.1      Lessor Transfers............................................52
SECTION 6.2      Lender Transfers............................................52

ARTICLE VII.     INDEMNIFICATION.............................................54
SECTION 7.1      General Indemnification.....................................54
SECTION 7.2      Environmental Indemnity.....................................57
SECTION 7.3      Proceedings in Respect of Claims............................59
SECTION 7.4      General Tax Indemnity.......................................61
                 (a)   Tax Indemnity.........................................61
                 (b)   Exclusions from General Tax Indemnity.................62
                 (c)   Contests..............................................65
                 (d)   Reimbursement for Tax Savings.........................67
                 (e)   Payments..............................................68
                 (f)   Reports...............................................68
                 (g)   Verification..........................................69
SECTION 7.5      Increased Costs, etc........................................69
                 (a)   Illegality............................................69
                 (b)   Requirements of Law...................................70
                 (c)   Capital Adequacy......................................71
                 (d)   Taxes.................................................71
                 (e)   Tax Forms.............................................72
                 (f)   Breakage Costs........................................73
                 (g)   Action of Affected Funding Parties....................74
SECTION 7.6      End of Term Indemnity.......................................75

ARTICLE VIII.    MISCELLANEOUS...............................................76
SECTION 8.1      Survival of Agreements......................................76
SECTION 8.2      Notices.....................................................76
SECTION 8.3      Counterparts................................................77
SECTION 8.4      Amendments..................................................77
SECTION 8.5      Headings, etc...............................................78



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SECTION 8.6      Parties in Interest.........................................78
SECTION 8.7      GOVERNING LAW...............................................79
SECTION 8.8      Expenses....................................................79
SECTION 8.9      Severability................................................79
SECTION 8.10     Liabilities of the Funding Parties: Sharing of Payments.....79
SECTION 8.11     Submission to Jurisdiction; Waivers.........................81
SECTION 8.12     Liabilities of the Agent....................................81






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APPENDIX A                 Definitions and Interpretation



                                    SCHEDULES

SCHEDULE 2.2                     Commitments
SCHEDULE 4.1(g)            Litigation
SCHEDULE 4.1(m)            Contracts with Officers, Directors and Employees
SCHEDULE 4.1(p)            Environmental Matters
SCHEDULE 4.1(q)            Subsidiaries
SCHEDULE 4.1(r)            Tradenames
SCHEDULE 5.5                     Insurance
SCHEDULE 5.10                    Indebtedness
SCHEDULE 5.11                    Liens
SCHEDULE 5.12                    Investments
SCHEDULE 5.19                    Loans and Advances
SCHEDULE 8.2                     Notice Addresses



                                    EXHIBITS

EXHIBIT A                  Form of Funding Request
EXHIBIT B                  Form of Assignment of Lease and Rents
EXHIBIT C                  Form of Security Agreement and Assignment
EXHIBIT D-1                Form of Mortgage
EXHIBIT D-2                Form of Deed of Trust
EXHIBIT E                  Form of Joinder Agreement
EXHIBIT F                  Form of Assignment and Acceptance Agreement
EXHIBIT G                  Forms of Opinions of Counsel
EXHIBIT H                  Form of Certification of Construction Completion
EXHIBIT I                  Form of Payment Date Notice
EXHIBIT J                  Form of Compliance Certificate




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                                MASTER AGREEMENT



         THIS  MASTER  AGREEMENT,  dated as of  January  13,  2000 (as it may be
amended or modified from time to time in accordance with the provisions  hereof,
this  "Master  Agreement"),  is among  DOLLAR  TREE  STORES,  INC.,  a  Virginia
corporation ("DTS" or "Guarantor"),  DOLLAR TREE DISTRIBUTION,  INC., a Virginia
corporation  ("DTD"),  and certain other  Subsidiaries of DTS that may hereafter
become parties hereto as lessees pursuant to Section 3.6 (individually, together
with  DTD  in  its  capacity  as a  lessee,  a  "Lessee"  and  collectively  the
"Lessees"),  as  Lessees,  ATLANTIC  FINANCIAL  GROUP,  LTD.,  a  Texas  limited
partnership (the "Lessor"),  certain  financial  institutions  parties hereto as
lenders  (together  with any other  financial  institution  that becomes a party
hereto as a lender,  collectively referred to as "Lenders" and individually as a
"Lender"), and CRESTAR BANK, a Virginia state bank, as agent for the Lenders (in
such capacity, the "Agent").

                              PRELIMINARY STATEMENT

         In accordance  with the terms and provisions of this Master  Agreement,
the Lease, the Loan Agreement and the other Operative Documents,  (i) the Lessor
contemplates  acquiring Land and, in certain  cases,  the Buildings on such Land
identified by DTD from time to time, and leasing such Land and Buildings thereon
to a Lessee, (ii) DTD, as Construction Agent for the Lessor,  wishes, in certain
instances,  to construct  Buildings on Land for the Lessor and, when  completed,
the related Lessee wishes to lease such Buildings from the Lessor as part of the
Leased Properties under the Lease,  (iii) DTD, as agent,  wishes to obtain,  and
the Lessor is willing to provide,  funding for the  acquisition  of the Land and
Buildings, or, in certain instances, the construction of Buildings, and (iv) the
Lessor wishes to obtain, and Lenders are willing to provide,  from time to time,
financing  of a  portion  of the  funding  of the  acquisition  of the  Land and
Buildings and, if applicable, the construction of the Buildings.

         In  consideration  of the mutual  agreements  contained  in this Master
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


                                   ARTICLE I.
                           DEFINITIONS; INTERPRETATION

         Unless the context shall otherwise require,  capitalized terms used and
not defined herein shall have the meanings assigned thereto in Appendix A hereto
for all purposes hereof; and the rules of interpretation set forth in Appendix A
hereto shall apply to this Master Agreement.


                                   ARTICLE II.



                                        1

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                 ACQUISITION, CONSTRUCTION AND LEASE; FUNDINGS;
                              NATURE OF TRANSACTION

         SECTION 2.1 Agreement to Acquire, Construct, Fund and Lease.

                  (a) Land.  Subject to the terms and  conditions of this Master
Agreement, with respect to each parcel of Land identified by DTD, on the related
Closing Date (i) the Lessor agrees to acquire such interest in the related Land,
and any Building thereon,  from the applicable  Seller as is transferred,  sold,
assigned  and  conveyed  to  the  Lessor  pursuant  to the  applicable  Purchase
Agreement  or to lease such  interest  in the  related  Land,  and any  Building
thereon,  from the applicable  Ground Lessor as is leased to the Lessor pursuant
to the  applicable  Ground Lease,  (ii) the Lessor  hereby  agrees to lease,  or
sublease,  as the case may be, such Land and any Building thereon to the related
Lessee  pursuant to the Lease,  and (iii) the related  Lessee  hereby  agrees to
lease,  or sublease,  as the case may be, such Land,  and any Building  thereon,
from the Lessor  pursuant to the Lease.  With respect to each IDB Property,  (i)
the applicable  Authority may acquire such interest in the related Land from the
applicable  Seller  as is  transferred,  sold,  assigned  and  conveyed  to  the
Authority  pursuant to the applicable  Purchase  Agreement,  (ii) the applicable
Authority will lease such Land to the Lessor  pursuant to the related IDB Lease,
and (iii) the related Lessee hereby agrees to sublease such Land from the Lessor
pursuant to the Lease (it being  understood  that any reference in the Operative
Documents to the lease by a Lessee of an IDB  Property  shall be deemed to refer
to the sublease thereof pursuant to the Lease).

                  (b)  Building.  With respect to each parcel of Land on which a
Building  is to be  constructed,  subject  to the terms and  conditions  of this
Master Agreement,  from and after the Closing Date relating to such Land (i) the
Construction  Agent  agrees,  pursuant to the terms of the  Construction  Agency
Agreement,  to  construct  and install the  Building on such Land for the Lessor
prior to the Scheduled  Construction  Termination Date, (ii) the Lenders and the
Lessor  agree  to fund the  costs of such  construction  and  installation  (and
interest and yield thereon),  (iii) the Lessor shall lease, or sublease,  as the
case may be, such Building as part of such Leased Property to the related Lessee
pursuant to the Lease, and (iv) the related Lessee shall lease, or sublease,  as
the case may be, such Building from the Lessor pursuant to the Lease.

         SECTION  2.2  Fundings  of  Purchase  Price,   Development   Costs  and
Construction Costs.

                  (a) Initial Funding and Payment of Purchase Price for Land and
Development  Costs on Closing Date.  Subject to the terms and conditions of this
Master  Agreement,  on the Closing Date for any Land, and any Building  thereon,
each Lender shall make  available to the Lessor its initial Loan with respect to
such Land, and any Building  thereon,  in an amount equal to the product of such
Lender's  Commitment  Percentage times the purchase price for such Land, and any
Building thereon, and the development, transaction and closing costs incurred by
the  Construction  Agent, as agent,  through such Closing Date,  which funds the
Lessor shall use, together with the Lessor's own funds in an amount equal to the
product of the Lessor's  Commitment  Percentage times the purchase price for the
related Land and any Building thereon,



                                        2

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and the development,  transaction and closing costs incurred by the Construction
Agent,  as agent,  through such Closing  Date,  to purchase  such Land,  and any
Building thereon, from the applicable Seller pursuant to the applicable Purchase
Agreement or lease the Land and any Building thereon, from the applicable Ground
Lessor  pursuant to the applicable  Ground Lease, as the case may be, and to pay
to the  Construction  Agent the  amount  of such  development,  transaction  and
closing costs, and the Lessor shall lease, or sublease, as the case may be, such
Land to the related Lessee pursuant to the Lease.

                  (b)  Subsequent  Fundings and Payments of  Construction  Costs
during  Construction  Term.  Subject to the terms and  conditions of this Master
Agreement,  if a Building is to be  constructed  on Land,  on each  Funding Date
following  the  Closing  Date for each  such  parcel of Land  until the  related
Construction  Term Expiration  Date, (i) each Lender shall make available to the
Lessor a Loan in an amount  equal to the  product  of such  Lender's  Commitment
Percentage times the amount of Funding  requested by the Construction  Agent for
such Funding Date, which funds the Lessor hereby directs each Lender to pay over
to the  Agent,  for  distribution  to the  Construction  Agent,  as set forth in
paragraph (d), and (ii) the Lessor shall pay over to the Agent, for distribution
to the Construction  Agent, its own funds (which shall constitute a part of, and
an  increase  in, the  Lessor's  Invested  Amount  with  respect to such  Leased
Property)  in an  amount  equal  to  the  product  of  the  Lessor's  Commitment
Percentage times the amount of Funding  requested by the Construction  Agent for
such Funding Date.

                  (c) Aggregate  Limits on Funded Amounts.  The aggregate amount
that the Funding  Parties shall be committed to provide as Funded  Amounts under
this Master  Agreement and the Loan Agreement  shall not exceed (x) with respect
to each Leased  Property the costs of purchase and  construction  of such Leased
Property and the related development,  transaction, closing and financing costs,
or (y)  $35,000,000  in the aggregate for all Leased  Properties.  The aggregate
amount  that any  Funding  Party  shall be  committed  to fund under this Master
Agreement and the Loan Agreement shall not exceed the lesser of (i) such Funding
Party's  Commitment and (ii) such Funding Party's  Commitment  Percentage of the
aggregate Fundings requested under this Master Agreement.

                  (d) Notice,  Time and Place of Fundings.  With respect to each
Funding, a Lessee or the Construction  Agent, as the case may be, shall give the
Lessor  and the  Agent an  irrevocable  prior  telephone  (followed  within  one
Business Day with written) or written notice not later than 11:00 a.m., Atlanta,
Georgia time, at least three Business Days prior to the proposed Closing Date or
other  Funding Date,  as the case may be,  pursuant,  in each case, to a Funding
Request in the form of Exhibit A (a "Funding  Request"),  specifying the Closing
Date or  subsequent  Funding  Date,  as the case may be,  the  amount of Funding
requested,  whether such Funding shall be a LIBOR Advance or a Base Rate Advance
or a  combination  thereof and the Rent  Period(s)  therefor.  All documents and
instruments  required to be  delivered  on such  Closing  Date  pursuant to this
Master Agreement shall be delivered at the offices of Mayer,  Brown & Platt, 190
South LaSalle Street, Chicago,  Illinois 60603, or at such other location as may
be determined by the Lessor,  the Construction Agent and the Agent. Each Funding
shall occur on a Business  Day and shall be in an amount equal to $500,000 or an
integral multiple of $1,000 in



                                        3

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excess  thereof.  All  remittances  made by any  Lender  and the  Lessor for any
Funding shall be made in immediately  available funds by wire transfer to or, as
is directed by, the Construction  Agent, with receipt by the Construction  Agent
not later than 12:00 noon,  Atlanta,  Georgia  time, on the  applicable  Funding
Date, upon  satisfaction  or waiver of the conditions  precedent to such Funding
set forth in Section 3; such funds shall (1) in the case of the initial  Funding
on a Closing Date, be used to pay the purchase  price to the  applicable  Seller
for the related Land and any Building thereon and pay  development,  transaction
and closing costs related to such Land,  and (2) in the case of each  subsequent
Funding be paid to the  Construction  Agent, for the payment or reimbursement of
Construction costs incurred through such Funding Date and not previously paid or
reimbursed.

                  (e) Lessee's  Deemed  Representation  for Each  Funding.  Each
Funding  Request  by a  Lessee  or the  Construction  Agent  shall  be  deemed a
reaffirmation of each Lessee's indemnity obligations in favor of the Indemnitees
under the Operative  Documents and a representation  and warranty to the Lessor,
the Agent and the Lenders that on the proposed  Closing Date or Funding Date, as
the case may be, (i) the amount of Funding requested represents amounts owing in
respect of the purchase price of the related Land, and any Building thereon, and
development, transaction and closing costs in respect of the Leased Property (in
the case of the initial  Funding on a Closing Date) or amounts that are then due
to  third  parties  in  respect  of the  Construction,  or  amounts  paid by the
Construction  Agent to third  parties or incurred by the  Construction  Agent as
overhead  expenses  in respect of the  Construction  for which the  Construction
Agent  has not  previously  been  reimbursed  by a  Funding  (in the case of any
Funding),  (ii) no Event of Default or Potential  Event of Default  exists,  and
(iii) the  representations  and warranties of the Guarantor,  DTD and each other
Lessee set forth in Section 4.1 are true and correct in all material respects as
though  made  on and  as of  such  Funding  Date,  except  to  the  extent  such
representations  or  warranties  relate solely to an earlier date, in which case
such  representations  and  warranties  shall have been true and  correct in all
material respects on and as of such earlier date.

                  (f) Not Joint  Obligations.  Notwithstanding  anything  to the
contrary set forth herein or in the other Operative Documents, each Lender's and
the Lessor's  commitments shall be several, and not joint. In no event shall any
Funding  Party be obligated to fund an amount in excess of such Funding  Party's
Commitment  Percentage  of any Funding,  or to fund amounts in the  aggregate in
excess of such Funding Party's Commitment.

                  (g) Non-Pro  Rata  Fundings.  Notwithstanding  anything to the
contrary  set forth in this  Master  Agreement,  but  subject to Section  2.2(f)
above,  at the Agent's  option,  Fundings may be made by drawing on the Lessor's
Commitment  until such Commitment is fully funded before drawing on the Lenders'
Commitments.  In such event, when the Lessor's  Commitment is fully funded,  the
Lenders will fund, on a pro rata basis as among  themselves,  100% of the amount
of the  Fundings  thereafter,  provided  that,  in no event  will  the  Lessor's
Invested Amount be less than 3.5% of the aggregate Funded Amounts.




                                        4

<PAGE>



                  (h)  Commitment  Fee.  DTD  shall  pay to the  Agent,  for the
ratable  benefit of each Funding Party based upon its  Commitment  Percentage of
the  aggregate  Commitments,  a commitment  fee (the  "Commitment  Fee") for the
period commencing on the date hereof to and including the Lease Termination Date
payable  quarterly in arrears on each  Quarterly  Payment Date, and on the Lease
Termination Date in an amount equal to (i) the Commitment Fee Percentage,  times
(ii) an amount equal to the aggregate  Commitments,  minus the aggregate  Funded
Amounts  on such day times  (iii)  1/360  times (iv) the number of days from and
including the date hereof (in the case of the first  Quarterly  Payment Date) or
the  immediately  preceding  Quarterly  Payment  Date (in the case of each other
Quarterly Payment Date) to, but excluding, such Quarterly Payment Date.

         SECTION 2.3 Funded Amounts and Interest and Yield Thereon.

                  (a) The  Lessor's  Invested  Amount  for any  Leased  Property
outstanding  from time to time shall accrue yield  ("Yield") at the Lessor Rate,
computed using the actual number of days elapsed and a 360 day year. If all or a
portion of the  principal  amount of or yield on the Lessor's  Invested  Amounts
shall not be paid when due (whether at the stated  maturity,  by acceleration or
otherwise), such overdue amount shall, without limiting the rights of the Lessor
under the Lease,  to the maximum  extent  permitted by law,  accrue yield at the
Overdue Rate,  from the date of  nonpayment  until paid in full (both before and
after judgment).

                  (b)  Each  Lender's  Funded  Amount  for any  Leased  Property
outstanding  from time to time shall  accrue  interest  as  provided in the Loan
Agreement.

                  (c) During the  Construction  Term,  in lieu of the payment of
accrued  interest,  on each Payment Date, each Lender's Funded Amount in respect
of a Construction  Land Interest shall  automatically be increased by the amount
of  interest  accrued  and  unpaid on the  related  Loans  pursuant  to the Loan
Agreement during the Rent Period ending  immediately  prior to such Payment Date
(except to the extent that at any time such  increase  would cause such Lender's
Funded  Amount to exceed such  Lender's  Commitment,  in which event the related
Lessee  shall pay such  excess  amount to such Lender in  immediately  available
funds on such Payment Date). Similarly, in lieu of the payment of accrued Yield,
on each Payment Date, the Lessor's  Invested Amount in respect of a Construction
Land Interest shall automatically be increased by the amount of Yield accrued on
the Lessor's  Invested Amount in respect of such Leased Property during the Rent
Period ending  immediately prior to such Payment Date (except to the extent that
at any time such increase would cause the Lessor's Invested Amount to exceed the
Lessor's  Commitment,  in which event the related  Lessee  shall pay such excess
amount to the Lessor in immediately  available funds on such Payment Date). Such
increases in Funded Amounts shall occur without any disbursement of funds by the
Funding Parties.

                  (d)  Three  Business  Days  prior to the last day of each Rent
Period, DTD shall deliver (which delivery may be by facsimile) to the Lessor and
the Agent a notice substantially in the form of Exhibit I (each, a "Payment Date
Notice"),  appropriately  completed,  specifying  the  allocation  of the Funded
Amounts related to such Rent Period to LIBOR Advances and Base



                                        5

<PAGE>



Rate Advances and the Rent Periods therefor, provided that no such allocation to
LIBOR  Advances  shall be in an amount less than  $1,000,000.  Each such Payment
Date Notice shall be irrevocable. If no such notice is given, the Funded Amounts
shall be allocated to a LIBOR Advance with a Rent Period of three (3) months.

         SECTION 2.4 Lessee Owner for Tax Purposes.  With respect to each Leased
Property,  it is the intent of the  Lessees  and the  Funding  Parties  that for
federal,  state and local tax  purposes  and  bankruptcy  law purposes the Lease
shall be treated  as the  repayment  and  security  provisions  of a loan by the
Lessor to the Lessees, and that the related Lessee shall be treated as the legal
and  beneficial  owner  entitled to any and all  benefits of  ownership  of such
Leased  Property  and all  payments of Basic Rent during the Lease Term shall be
treated as payments of interest  and  principal.  Nevertheless,  each of DTD and
each  Lessee  acknowledges  and agrees that  neither the Agent,  nor any Funding
Party,  nor  any  other  Person  has  made  any  representations  or  warranties
concerning the tax, financial,  accounting or legal characteristics or treatment
of the Operative Documents and that each of DTD and each Lessee has obtained and
relied  solely  upon the advice of its own tax,  accounting  and legal  advisors
concerning the Operative Documents and the accounting,  tax, financial and legal
consequences of the transactions contemplated therein.

         SECTION  2.5  Amounts  Due Under  Lease.  With  respect to each  Leased
Property, anything else herein or elsewhere to the contrary notwithstanding,  it
is the  intention of the Lessees and the Funding  Parties  that:  (i) subject to
clauses  (ii) and (iii)  below,  the  amount  and  timing of Basic  Rent due and
payable from time to time from the related Lessee under the Lease shall be equal
to the aggregate  payments due and payable with respect to interest on the Loans
in respect of such Leased Property and Yield on the Lessor's Invested Amounts in
respect of such Leased Property on each Payment Date; (ii) if the related Lessee
elects  the  Purchase  Option  with  respect  to a Leased  Property  or  becomes
obligated to purchase such Leased  Property under the Lease,  the Funded Amounts
in respect of such Leased Property, all interest and Yield thereon and all other
obligations  of the related  Lessee  owing to the Funding  Parties in respect of
such Leased Property shall be paid in full by such Lessee,  (iii) if the Lessees
properly elect the Remarketing  Option, the Lessees will only be required to pay
the  Recourse  Deficiency  Amount  and the  other  amounts  required  to be paid
pursuant to Section 14.6 of the Lease,  which  amounts  shall be used to pay the
principal of the A Loans,  and the Lessees  shall only be required to pay to the
Lenders  the  principal  amount of the B Loans and to the  Lessor  the  Lessor's
Invested  Amounts,  to the  extent  of the  proceeds  of the sale of the  Leased
Properties in accordance with Section 14.6 of the Lease;  and (iv) upon an Event
of Default  resulting in an acceleration of the Lessees'  obligation to purchase
the Leased  Properties  under the Lease, the amounts then due and payable by the
Lessees under the Lease shall  include all amounts  necessary to pay in full the
Loans, and accrued interest  thereon,  the Lessor's Invested Amounts and accrued
Yield  thereon and all other  obligations  of the  Lessees  owing to the Funding
Parties pursuant to the Operative Documents.




                                        6

<PAGE>



                                  ARTICLE III.
                         CONDITIONS PRECEDENT; DOCUMENTS

         SECTION 3.1  Conditions to the  Obligations  of the Funding  Parties on
each Closing Date.  The  obligations  of the Lessor and each Lender to carry out
their  respective  obligations  under  Section 2 of this Master  Agreement to be
performed on the Closing Date with respect to any Land and any Building  thereon
shall be subject to the fulfillment to the  satisfaction  of, or waiver by, each
such party hereto  (acting  directly or through its counsel) on or prior to such
Closing  Date  of  the  following  conditions   precedent,   provided  that  the
obligations  of any  Funding  Party  shall  not  be  subject  to any  conditions
contained in this Section 3.1 which are required to be performed by such Funding
Party:

                  (a)  Documents.   The  following  documents  shall  have  been
executed and delivered by the respective parties thereto:

                           (i) Deed and Purchase Agreement. The related original
                  Deed duly executed by the applicable  Seller and in recordable
                  form, and copies of the related Purchase  Agreement,  assigned
                  to the Lessor,  shall each have been delivered to the Agent by
                  DTD or the related  Lessee,  with copies thereof to each other
                  Funding Party or the related  Ground  Lease,  duly assigned to
                  the  Lessor,  shall have been  delivered  to the  Agent,  with
                  copies thereof to each other Funding Party,  as applicable (it
                  being understood, that each Purchase Agreement and each Ground
                  Lease shall be reasonably  satisfactory  in form and substance
                  to the Lessor and the Lenders).

                           (ii) Lease  Supplement.  The  original of the related
                  Lease Supplement,  duly executed by the related Lessee and the
                  Lessor and in recordable  form,  shall have been  delivered to
                  the Agent by such Lessee.

                           (iii)  Mortgage  or Deed of Trust and  Assignment  of
                  Lease  and  Rents.  Counterparts  of the  Mortgage  or Deed of
                  Trust,  as the  case  may be,  (substantially  in the  form of
                  Exhibit D-1 or D-2, as the case may be, attached hereto), duly
                  executed by the Lessor and in recordable form, shall have been
                  delivered  to the Agent (which  Mortgage or Deed of Trust,  as
                  the case may be,  shall  secure  all of the debt to the  Agent
                  unless  such  mortgage is subject to a tax based on the amount
                  of  indebtedness  secured  thereby,  in which  case the amount
                  secured  will be limited to debt in an amount equal to 125% of
                  the projected cost of  acquisition  and  construction  of such
                  Leased  Property);  and the  Assignment  of  Lease  and  Rents
                  (substantially  in the form of Exhibit B  attached  hereto) in
                  recordable form, duly executed by the Lessor,  shall have been
                  delivered to the Agent by the Lessor.

                           (iv) Security Agreement and Assignment.  If Buildings
                  are  to be  constructed  on  the  Land,  counterparts  of  the
                  Security  Agreement and Assignment  (substantially in the form
                  of Exhibit C attached hereto), duly executed by the



                                        7

<PAGE>



                  Construction Agent, with an acknowledgment and consent thereto
                  satisfactory  to the Lessor and the Agent duly executed by the
                  related  General  Contractor  and the  related  Architect,  as
                  applicable,  and complete  copies of the related  Construction
                  Contract and the related  Architect's  Agreement  certified by
                  the  Construction  Agent,  shall  have been  delivered  to the
                  Lessor and the Agent (it being  understood  and agreed that if
                  no related  Construction  Contract  or  Architect's  Agreement
                  exists on such  Closing  Date,  such  delivery  shall not be a
                  condition  precedent to the Funding on such Closing Date,  and
                  in lieu thereof the Construction  Agent shall deliver complete
                  copies of such Security  Agreement and Assignment and consents
                  concurrently with the Construction  Agent's entering into such
                  contracts).

                           (v) Survey.  The related Lessee shall have delivered,
                  or shall have  caused to be  delivered,  to the Lessor and the
                  Agent, at such Lessee's expense,  an accurate survey certified
                  to the Lessor and the Agent in a form reasonably  satisfactory
                  to the  Lessor  and the  Agent and  showing  no state of facts
                  unsatisfactory  to the Lessor or the Agent and prepared within
                  ninety  (90) days of such  Closing  Date (or such  other  time
                  period  agreed  to by the  Lessor  and the  Agent) by a Person
                  reasonably  satisfactory  to the Lessor  and the  Agent.  Such
                  survey shall (1) be acceptable to the Title Insurance  Company
                  for the purpose of providing  extended  coverage to the Lessor
                  and a lender's  comprehensive  endorsement  to the Agent,  (2)
                  show no  encroachments  on such  Land by  structures  owned by
                  others,  and no  encroachments  from any  part of such  Leased
                  Property  onto any land owned by others,  and (3)  disclose no
                  state of facts  reasonably  objectionable  to the Lessor,  the
                  Agent  or the  Title  Insurance  Company,  and  be  reasonably
                  acceptable to each such Person.

                           (vi) Title and Title Insurance. On such Closing Date,
                  the  Lessor  shall  receive  from a  title  insurance  company
                  acceptable to the Lessor and the Agent an ALTA Owner's  Policy
                  of Title Insurance issued by such title insurance  company and
                  the Agent shall receive from such title  insurance  company an
                  ALTA  Mortgagee's  Policy  of Title  Insurance  issued by such
                  title  insurance  company,  in each case, in the amount of the
                  projected cost of acquisition and  construction of such Leased
                  Property,  reasonably  acceptable in form and substance to the
                  Lessor and the Agent, respectively  (collectively,  the "Title
                  Policy").  The Title  Policy shall be dated as of such Closing
                  Date, and, to the extent permitted under Applicable Law, shall
                  include  such  affirmative  endorsements  as the Lessor or the
                  Agent shall reasonably request.

                           (vii)  Appraisal.   Each  Funding  Party  shall  have
                  received a report of the Appraiser (an "Appraisal"),  paid for
                  by  DTD  or  the   related   Lessee,   which  shall  meet  the
                  requirements of the Financial  Institutions  Reform,  Recovery
                  and  Enforcement  Act of 1989,  shall be  satisfactory to such
                  Funding Party and shall state in a manner satisfactory to such
                  Funding Party the estimated "as vacant" value of such Land and
                  existing Buildings or any Building to be constructed



                                        8

<PAGE>



                  thereon.  Such  Appraisal must show that the "as vacant" value
                  of such Leased Property (if a Building is to be constructed on
                  the Land,  determined  as if the  Building  had  already  been
                  completed   in   accordance   with  the   related   Plans  and
                  Specifications  and by excluding from such value the amount of
                  assessments  on such Leased  Property)  is at least 45% of the
                  total cost of such Leased Property.

                           (viii)   Environmental  Audit  and  related  Reliance
                  Letter.  The  Lessor  and the Agent  shall  have  received  an
                  Environmental  Audit for such Leased Property,  which shall be
                  conducted  in  accordance  with ASTM  standards  and shall not
                  include a  recommendation  for  further  investigation  and is
                  otherwise  satisfactory  to the Lessor and the Agent;  and the
                  firm that  prepared  the  Environmental  Audit for such Leased
                  Property  shall have  delivered  to the Lessor and the Agent a
                  letter stating that the Lessor,  the Agent and the Lenders may
                  rely upon such  firm's  Environmental  Audit of such Land,  it
                  being understood that the Lessor's and the Agent's  acceptance
                  of any such  Environmental  Audit  shall not release or impair
                  any Lessee's  obligations  under the Operative  Documents with
                  respect  to any  environmental  liabilities  relating  to such
                  Leased Property.

                           (ix) Evidence of Insurance.  The Lessor and the Agent
                  shall have received from the related  Lessee  certificates  of
                  insurance evidencing compliance with the provisions of Article
                  VIII of the Lease  (including  the naming of the  Lessor,  the
                  Agent and the Lenders as additional insured or loss payee with
                  respect to such insurance,  as their interests may appear), in
                  form and substance  reasonably  satisfactory to the Lessor and
                  the Agent.

                           (x) UCC Financing Statement; Recording Fees; Transfer
                  Taxes.  Each Funding  Party shall have  received  satisfactory
                  evidence of (i) the execution and delivery to Agent of a UCC-1
                  and, if required by applicable law, UCC-2 financing  statement
                  to be filed  with  the  Secretary  of State of the  applicable
                  State (or other  appropriate  filing  office)  and the  county
                  where the  related  Land is  located,  respectively,  and such
                  other  Uniform  Commercial  Code  financing  statements as any
                  Funding Party deems necessary or desirable in order to perfect
                  such  Funding  Party's  interests  and (ii) the payment of all
                  recording  and  filing  fees and  taxes  with  respect  to any
                  recordings or filings made of the related Deed, the Lease, the
                  related Lease Supplement, the related Mortgage and the related
                  Assignment of Lease and Rents.

                           (xi)  Opinions.  An opinion of local  counsel for the
                  related  Lessee  qualified in the  jurisdiction  in which such
                  Leased  Property  is  located,  substantially  in the form set
                  forth in Exhibit G-2  attached  hereto,  and  containing  such
                  other matters as the parties to whom they are addressed  shall
                  reasonably request, shall have been delivered and addressed to
                  each of the Lessor,  the Agent and the Lenders.  To the extent
                  requested  by  the  Agent,   opinions  supplemental  to  those
                  delivered under



                                        9

<PAGE>



                  Section 3.2(vi) and reasonably satisfactory to the Agent shall
                  have been  delivered and addressed to each of the Lessor,  the
                  Agent and the Lenders.

                           (xii) Good  Standing  Certificates.  The Agent  shall
                  have received good  standing  certificates  for the Lessor and
                  the related Lessee from the  appropriate  offices of the state
                  where the related Land is located.

                           (xiii) IDB  Property.  If such Leased  Property is an
                  IDB Property or is otherwise subject to industrial development
                  or  revenue  bonds,  the IDB  Documentation  shall  have  been
                  executed  by the  parties  thereto,  and  shall be in form and
                  substance  reasonably  acceptable to the Agent, the Lessor and
                  the Lenders.

                  (b)  Litigation.  No  action  or  proceeding  shall  have been
instituted or, to the knowledge of any Funding  Party,  threatened nor shall any
governmental  action,  suit,   proceeding  or  investigation  be  instituted  or
threatened before any Governmental  Authority,  nor shall any order, judgment or
decree have been issued or proposed to be issued by any Governmental  Authority,
to set  aside,  restrain,  enjoin or  prevent  the  performance  of this  Master
Agreement  or any  transaction  contemplated  hereby or by any  other  Operative
Document or which is reasonably likely to materially adversely affect any Leased
Property or any  transaction  contemplated  by the Operative  Documents or which
would reasonably be expected to result in a Material Adverse Effect.

                  (c)  Legality.  In the  opinion of such  Funding  Party or its
counsel,  the  transactions  contemplated  by the Operative  Documents shall not
violate any  Applicable  Law, and no change shall have occurred or been proposed
in  Applicable  Law  that  would  make it  illegal  for  such  Funding  Party to
participate in any of the transactions contemplated by the Operative Documents.

                  (d) No Events.  (i) No Event of  Default,  Potential  Event of
Default, Event of Loss or Event of Taking relating to such Leased Property shall
have occurred and be  continuing,  (ii) no action shall be pending or threatened
by a Governmental  Authority to initiate a  Condemnation  or an Event of Taking,
and (iii)  there  shall not have  occurred  any event that would  reasonably  be
expected to have a Material Adverse Effect since December 31, 1998.

                  (e)  Representations.  Each representation and warranty of the
parties hereto or to any other  Operative  Document  contained  herein or in any
other Operative  Document shall be true and correct in all material  respects as
though  made  on and  as of  such  Closing  Date,  except  to  the  extent  such
representations  or  warranties  relate solely to an earlier date, in which case
such  representations  and  warranties  shall have been true and  correct in all
material respects on and as of such earlier date.

                  (f) Cutoff Date. No Closing Date shall occur after the Funding
Termination Date.



                                       10

<PAGE>



                  (g) Transaction Expenses.  The related Lessee shall have paid,
or made  arrangements  to pay, the  transaction  costs then accrued and invoiced
which the Lessees have agreed to pay pursuant to Section 8.8.

                  (h)  Approval.  The Agent shall not have  rejected such Leased
Property for inclusion in the Lease by written notice to DTD.

         SECTION 3.2  Additional  Conditions  for the Initial  Closing Date. The
obligations  of the  Lessor  and each  Lender  to  carry  out  their  respective
obligations  under  Section 2 of this Master  Agreement  to be  performed on the
Initial Closing Date shall be subject to the satisfaction of, or waiver by, each
such party  hereto  (acting  directly or through its counsel) on or prior to the
Initial Closing Date of the following  conditions precedent in addition to those
set forth in Section 3.1,  provided  that the  obligations  of any Funding Party
shall not be subject to any  conditions  contained in this Section 3.2 which are
required to be performed by such Funding Party:

                           (i) Loan Agreement; Guaranty Agreement.  Counterparts
                  of the Loan Agreement,  duly executed by the Lessor, the Agent
                  and each  Lender  shall  have  been  delivered  to each of the
                  Lessor and the Agent. An A Note and a B Note, duly executed by
                  the  Lessor,  shall  have been  delivered  to the  Agent.  The
                  Guaranty  Agreement,  duly executed by DTS and DTD, shall have
                  been delivered to the Agent.

                           (ii) Master  Agreement.  Counterparts  of this Master
                  Agreement,  duly  executed by the parties  hereto,  shall have
                  been delivered to each of the parties hereto.

                           (iii) Construction Agency Agreement.  Counterparts of
                  the  Construction  Agency  Agreement,  duly  executed  by  the
                  parties  thereto  shall  have  been  delivered  to each of the
                  parties hereto.

                           (iv) Lease.  Counterparts of the Lease, duly executed
                  by the Lessees  party to this Master  Agreement on the Initial
                  Closing  Date,  and the Lessor,  shall have been  delivered to
                  each Funding Party and the original, chattel paper copy of the
                  Lease shall have been delivered to the Agent.

                           (v) Lessee's Resolutions and Incumbency  Certificate,
                  etc.  Each of the Agent and the Lessor shall have received (x)
                  a certificate  of the  Secretary or an Assistant  Secretary of
                  each of Guarantor  and each Lessee party hereto on the Initial
                  Closing Date,  attaching and certifying as to (i) the Board of
                  Directors'  (or  appropriate   committee's)   resolution  duly
                  authorizing  the execution,  delivery and performance by it of
                  each  Operative  Document  to  which it is or will be a party,
                  (ii) the incumbency  and  signatures of persons  authorized to
                  execute and deliver such  documents  on its behalf,  (iii) its
                  articles or  certificate of  incorporation,  certified as of a
                  recent date by the Secretary of State of the state of its



                                       11

<PAGE>



                  incorporation  and (iv)  its  by-laws,  and (y) good  standing
                  certificates  for  each of  Guarantor  and each  Lessee  party
                  hereto  on the  Initial  Closing  Date  from  the  appropriate
                  offices  of  the  States  of   Guarantor's  or  such  Lessee's
                  incorporation and principal place of business.

                           (vi)  Opinions of Counsel.  The opinion of  Hofheimer
                  Nusbaum, P.C. dated the Initial Closing Date, substantially in
                  the form set  forth  in  Exhibit  G-1,  attached  hereto,  and
                  containing  such other  matters  as the  parties to whom it is
                  addressed shall reasonably request,  shall have been delivered
                  and  addressed  to  each  of the  Lessor,  the  Agent  and the
                  Lenders. The opinion of Brown McCarroll & Oaks Hartline,  LLP,
                  dated the Initial Closing Date,  substantially in the form set
                  forth in Exhibit G-3  attached  hereto,  and  containing  such
                  other  matters as the  parties to whom it is  addressed  shall
                  reasonably  request,  shall have been delivered to each of the
                  Agent, the Lenders and DTD.

                           (vii) Good  Standing  Certificate.  The Agent and DTD
                  shall have received a good standing certificate for the Lessor
                  from the appropriate office of the State of Texas.

                           (viii) Lessor's Consents and Incumbency  Certificate,
                  etc. The Agent and DTD shall have  received a  certificate  of
                  the Secretary or an Assistant Secretary of the General Partner
                  of the Lessor  attaching and certifying as to (i) the consents
                  of the partners of the Lessor duly  authorizing the execution,
                  delivery and  performance by it of each Operative  Document to
                  which  it is or will  be a  party,  (ii)  the  incumbency  and
                  signatures  of persons  authorized to execute and deliver such
                  documents on its behalf, and (iii) the Partnership Agreement.

         SECTION 3.3 Conditions to the Obligations of Lessee. The obligations of
any  Lessee  to lease a Leased  Property  from the  Lessor  are  subject  to the
fulfillment on the related  Closing Date to the  satisfaction  of, or waiver by,
such Lessee, of the following conditions precedent:

                  (a) General  Conditions.  The conditions set forth in Sections
3.1 and 3.2 that  require  fulfillment  by the Lessor or the Lenders  shall have
been  satisfied,  including  the delivery of good standing  certificates  by the
Lessor  pursuant to Sections  3.1(a)(xiv)  and  3.2(vii)  and the delivery of an
opinion of counsel for the Lessor  pursuant to Section 3.2(vi) and the execution
and  delivery  of the  Operative  Documents  to be executed by the Lessor or the
Lenders in connection with such Leased Property.

                  (b)  Legality.  In the opinion of such Lessee or its  counsel,
the transactions  contemplated by the Operative  Documents shall not violate any
Applicable Law, and no change shall have occurred or been proposed in Applicable
Law that would  make it illegal  for such  Lessee to  participate  in any of the
transactions contemplated by the Operative Documents.




                                       12

<PAGE>



                  (c) Purchase  Agreement;  Ground Lease. The Purchase Agreement
and, if applicable, the Ground Lease and all documents to be delivered under the
Purchase  Agreement  or Ground  Lease,  including  title  insurance,  survey and
environmental audit, shall be reasonably satisfactory to such Lessee.

         SECTION 3.4  Conditions to the  Obligations  of the Funding  Parties on
each Funding Date.  The  obligations  of the Lessor and each Lender to carry out
their  respective  obligations  under  Section 2 of this Master  Agreement to be
performed  on each  Funding  Date  shall be subject  to the  fulfillment  to the
satisfaction  of, or waiver  by,  each such party  hereto  (acting  directly  or
through their  respective  counsel) on or prior to each such Funding Date of the
following  conditions  precedent,  provided that the  obligations of any Funding
Party shall not be subject to any conditions contained in this Section 3.4 which
are required to be performed by such Funding Party:

                  (a)  Funding  Request.  The  Lessor  and the Agent  shall have
received from the  Construction  Agent or a Lessee the Funding Request  therefor
pursuant to Section 2.2(d).

                  (b)  Condition  Fulfilled.   As  of  such  Funding  Date,  the
condition set forth in Section 3.1A(d)(i) shall have been satisfied.

                  (c) Representations.  As of such Funding Date, both before and
after  giving  effect to the Funding  requested by the  Construction  Agent or a
Lessee on such date, the  representations  and warranties that the  Construction
Agent or such Lessee is deemed to make pursuant to Section  2.2(e) shall be true
and correct in all  material  respects on and as of such  Funding Date as though
made on and as of such Funding Date,  except to the extent such  representations
or   warranties   relate   solely  to  an  earlier  date,  in  which  case  such
representations  and warranties shall have been true and correct in all material
respects on and as of such earlier date.

                  (d) No Bonded Stop Notice or Filed  Mechanics Lien. As of such
Funding Date, and as to any Funded Amount  requested for any Leased  Property on
such Funding Date, (i) none of the Lessor,  the Agent or any Lender has received
(with  respect to such Leased  Property) a bonded  notice to withhold Loan funds
that has not been  discharged by the related Lessee or the  Construction  Agent,
and (ii) no mechanic's liens or materialman's liens have been filed against such
Leased Property that have not been discharged by the related Lessee, bonded over
in a manner  reasonably  satisfactory  to the Agent or insured over by the Title
Insurance Company.

                  (e) Lease  Supplement.  If the  Funding  relates to a Building
that will be leased under a Lease Supplement  separate from the Lease Supplement
for the related  Land,  the original of such  separate  Lease  Supplement,  duly
executed by the related Lessee and the Lessor and in recordable form, shall have
been delivered to the Agent.

         SECTION  3.5  Completion  Date   Conditions.   The  occurrence  of  the
Completion  Date with  respect  to any Leased  Property  shall be subject to the
fulfillment to the satisfaction of, or



                                       13

<PAGE>



waiver by, each party  hereto  (acting  directly or through its  counsel) of the
following conditions precedent:

                  (a) Title Policy Endorsements;  Architect's  Certificate.  The
Construction  Agent shall have furnished to each Funding Party (1) the following
endorsements  to the related  Title Policy (each of which shall be subject to no
exceptions  other than those  reasonably  acceptable to the Agent):  a date-down
endorsement  (redating  and  confirming  the coverage  provided  under the Title
Policy and each endorsement thereto) and a "Form 9" endorsement (if available in
the applicable  jurisdiction),  in each case, effective as of a date not earlier
than the date of completion of the  Construction,  and (2) a certificate  of the
Architect  dated  at or  about  the  Completion  Date,  in  form  and  substance
reasonably  satisfactory to the Agent,  the Lessor and the Lenders,  and stating
that (i) the related  Building has been  completed  substantially  in accordance
with the Plans and  Specifications  therefor,  and such Leased Property is ready
for  occupancy,  (ii) such  Plans  and  Specifications  comply  in all  material
respects with all Applicable  Laws in effect at such time, and (iii) to the best
of the Architect's knowledge, such Leased Property, as so completed, complies in
all  material  respects  with all  Applicable  Laws in effect at such time.  The
Construction  Agent shall also deliver to the Agent true and complete copies of:
(A) an "as built" or "record" set of the Plans and Specifications, (B) a plat of
survey of such Leased Property "as built" to a standard reasonably acceptable to
the  Agent  showing  all  easements,  paving,  driveways,  fences  and  exterior
improvements,  and (C) copies of a certificate or  certificates of occupancy for
such  Leased  Property or other  legally  equivalent  permission  to occupy such
Leased Property.

                  (b) Construction  Completion.  Any related  Construction shall
have been  completed  substantially  in  accordance  with the related  Plans and
Specifications (subject to minor punch list requirements),  the related Deed and
all Applicable  Laws, and such Leased  Property shall be ready for occupancy and
operation.  All fixtures,  equipment and other property  contemplated  under the
Plans and  Specifications  to be  incorporated  into or installed in such Leased
Property shall have been substantially incorporated or installed, free and clear
of all Liens except for Permitted Liens.

                  (c) Construction Agent  Certification.  The Construction Agent
shall have furnished the Lessor,  the Agent and each Lender with a certification
of the Construction Agent (substantially in the form of Exhibit H) that:

                           (i)  all  amounts  owing  to  third  parties  for the
                  related  Construction  have  been  paid in  full  (other  than
                  contingent obligations for which the  Construction  Agent  has
                  made  adequate reserves), and no litigation or proceedings are
                  pending, or to the best of the Construction Agent's knowledge,
                  are   threatened,   against  such   Leased   Property  or  the
                  Construction   Agent  or  the  related   Lessee  which   could
                  reasonably be expected to have a Material Adverse Effect;




                                       14

<PAGE>



                           (ii) all material consents,  licenses and permits and
                  other governmental authorizations or  approvals  required  for
                  such Construction  and operation of such Leased  Property have
                  been obtained and are in full force and effect;

                           (iii) such Leased Property has available all services
                  of public facilities and other utilities necessary for use and
                  operation  of such  Leased  Property for its intended purposes
                  including,   without  limitation,   adequate  water,  gas  and
                  electrical supply,  storm  and sanitary  sewerage  facilities,
                  telephone, other required public utilities and means of access
                  between  the  related   Building  and  public   highways   for
                  pedestrians and motor vehicles;

                           (iv) all  material  agreements,  easements  and other
                  rights,  public or private, which are necessary to  permit the
                  lawful  use  and  operation  of  such  Leased  Property as the
                  related Lessee intends to use such Leased  Property  under the
                  Lease and which are  necessary  to permit the lawful  intended
                  use and  operation  of all then intended utilities, driveways,
                  roads and other  means of egress and ingress to  and  from the
                  same have been obtained and are in full force  and  effect and
                  neither the Construction Agent nor the  related Lessee has any
                  knowledge of any pending modification or  cancellation  of any
                  of the same;  and the use of such  Leased  Property  does  not
                  depend  on any variance, special exception or other  municipal
                  approval, permit or consent that has not been  obtained and is
                  in full force and effect for its continuing legal use;

                           (v) all of the  requirements and conditions set forth
                  in  Section  3.5(b) hereof  have been  completed and fulfilled
                  with  respect  to  such   Leased   Property  and  the  related
                  Construction; and

                           (vi)  to  the  best  of  the   Construction   Agent's
                  knowledge,  such  Leased  Property  is in  compliance  in  all
                  material  respects  with  all  applicable   zoning  laws   and
                  regulations.

         SECTION  3.6  Addition of Lessees.  After the date  hereof,  additional
Subsidiaries  of DTS may become Lessees  hereunder and under the other Operative
Documents upon satisfaction of the following conditions precedent:

                  (a) such Subsidiary and  the Guarantor shall have executed and
delivered to the Agent and the Lessor a Joinder Agreement,  substantially in the
form of Exhibit E;

                  (b) such Subsidiary  shall have delivered to each of the Agent
and the Lessor (x) a certificate  of the Secretary or an Assistant  Secretary of
such  Subsidiary,  attaching  and  certifying  as to (i) the Board of Directors'
resolution  duly  authorizing  the execution,  delivery and performance by it of
each Operative  Document to which it is or will be a party,  (ii) the incumbency
and  signatures of persons  authorized to execute and deliver such  documents on
its behalf,  (iii) its  certificate of  incorporation,  certified as of a recent
date by the Secretary of State of its  incorporation  and (iv) its by-laws,  and
(y) good



                                       15

<PAGE>



standing  certificates  from  the  appropriate  offices  of the  States  of such
Subsidiary's incorporation and principal place of business;

                  (c)  such  Subsidiary  shall  have  delivered  an  opinion  of
Hofheimer  Nusbaum,  P.C.,  addressed  to each of the Lessor,  the Agent and the
Lenders, substantially in the form set forth in Exhibit G-1; and

                  (d) the Agent,  the Lessor and the Lenders shall have received
such other  documents,  certificates  and  information as any of them shall have
reasonably requested.

                                   ARTICLE IV.
                                 REPRESENTATIONS

         SECTION 4.1 Representations of DTS, DTD and other Lessees. Effective as
of the date of execution  hereof, as of each Closing Date and as of each Funding
Date, each of DTS, DTD and each other Lessee  represents and warrants to each of
the other parties hereto as follows:

                  (a) Corporate Authority; Etc.

                           (1) Incorporation; Good Standing. Each of the DTD and
                  DTS (i) is a Virginia  corporation,  validly  existing  and in
                  good  standing  under the laws of the State of Virginia,  (ii)
                  has all  requisite  power to own its  property and conduct its
                  business  as  now  conducted  and as  presently  contemplated,
                  and(iii) is in good standing as a foreign  corporation  and is
                  duly  authorized to do business in each  jurisdiction  where a
                  Leased  Property  is located  and in each  other  jurisdiction
                  where such  qualification  is necessary except where a failure
                  to be so qualified in such other jurisdiction would not have a
                  Materially Adverse Effect.

                           (2)  Authorization.   The  execution,   delivery  and
                  performance of this Master  Agreement and the other  Operative
                  Documents  to which any Obligor or the Founders is to become a
                  party and the transactions contemplated hereby and thereby (i)
                  are within the authority of each Obligor,  (ii) have been duly
                  authorized by all necessary proceedings, (iii) do not and will
                  not conflict with or result in any breach or  contravention of
                  any provision of law, statute,  rule,  regulation or agreement
                  to which any Obligor is subject or any judgment,  order, writ,
                  injunction,  license or permit applicable to any Obligor,  and
                  (iv) do not and will not  conflict  with any  provision of any
                  Obligor's organization documents or other charter documents or
                  bylaws of, or any agreement or other instrument  binding upon,
                  any Obligor.

                           (3)  Enforceability.  The  execution  and delivery of
                  this Master  Agreement  and the other  Operative  Documents to
                  which each  Obligor is or is to become a party will  result in
                  valid  and  legally   binding   obligations  of  each  Obligor
                  enforceable against it in accordance with the respective terms
                  and provisions hereof and thereof, except as enforceability is
                  limited by bankruptcy, insolvency, reorganization,  moratorium
                  or other



                                       16

<PAGE>



                  laws  relating to or affecting  generally the  enforcement  of
                  creditors'  rights and except to the extent that  availability
                  of the remedy of specific  performance or injunctive relief is
                  subject  to the  discretion  of the  court  before  which  any
                  proceeding therefor may be brought.

                  (b)  Governmental  Approvals.  The  execution,   delivery  and
performance  by each Obligor of this Master  Agreement  and the other  Operative
Documents  to which any Obligor is or is to become a party and the  transactions
contemplated  hereby and thereby do not  require the  approval or consent of, or
filing  with,  any  governmental  agency or authority  other than those  already
obtained and the filing of related  Mortgages,  Assignments  of Lease and Rents,
Lease  Supplements and financing  statements in the  appropriate  records office
with respect thereto.

                  (c) Title to Properties; Leases. DTS and its Subsidiaries own,
or  possess  under  Capitalized  Leases,  all of  the  assets  reflected  in the
consolidated  balance sheet of DTS and its  Subsidiaries as at the Balance Sheet
Date or acquired  since that date (except  property and assets sold or otherwise
disposed of in the ordinary course of business since that date), and such assets
are  not   subject   to  any   mortgages,   leases   (other   than   Capitalized
Leases),conditional sales agreements, title retention agreements, liens or other
encumbrances except General Permitted Liens.

                  (d) Solvency;  Financial  Statements.  Each of the Obligors is
Solvent. The following financial statements have been furnished to the Agent and
each of the Funding Parties:

                           (1) A  consolidated  balance  sheet  of DTS  and  its
                  Subsidiaries  as of  December  31,  1998,  and a  consolidated
                  statement   of  income  for  the  fiscal   year  then   ended,
                  accompanied   by  an   auditor's   report   prepared   without
                  qualification  by KPMG Peat  Marwick  or  another  independent
                  certified public  accountant  selected by DTS and satisfactory
                  to the Agent.  Such balance sheet and statement of income have
                  been prepared in accordance with Generally Accepted Accounting
                  Principles and fairly  present the financial  condition of DTS
                  and its  Subsidiaries  as at the close of business on the date
                  thereof and the results of operations for the fiscal year then
                  ended.  There are no contingent  liabilities  of DTS or any of
                  its Subsidiaries as of such date involving  material  amounts,
                  known to the  officers of DTS or any of its  Subsidiaries  not
                  disclosed in said balance sheet and the related notes thereto.

                           (2) A  consolidated  balance  sheet,  a  consolidated
                  statement of income and a consolidated  statement of cash flow
                  of DTS and its Subsidiaries for each of the fiscal quarters of
                  DTS ended  since  December  31,  1998  certified  by the chief
                  financial  officer of DTS to have been  prepared in accordance
                  with Generally Accepted Accounting  Principles consistent with
                  those used in the preparation of the annual audited statements
                  delivered  pursuant  to  paragraph  (a)  above  and to  fairly
                  present the financial condition of DTS and its Subsidiaries as
                  at the close of business on the dates  thereof and the results
                  of operations  for the fiscal  quarters then ended (subject to
                  year-end adjustments).  There are no contingent liabilities of
                  DTS or any of its Subsidiaries as of such dates involving



                                       17

<PAGE>



                  material  amounts,  known to the officers of DTS or any of its
                  Subsidiaries,  not  disclosed in such  balance  sheets and the
                  related notes thereto.

                  (e) No Material  Changes,  Etc. From the Balance Sheet Date to
the date of this Master  Agreement,  there has  occurred no  materially  adverse
change in the financial condition or business of DTD, DTS or its Subsidiaries as
shown  on or  reflected  in  the  consolidated  balance  sheet  of DTS  and  its
Subsidiaries  as of the Balance  Sheet Date,  or the  consolidated  statement of
income for the fiscal year then ended, other than changes in the ordinary course
of business that have not had any materially adverse effect either  individually
or in the  aggregate on the  business or financial  condition of DTD, DTS or its
Subsidiaries.

                  (f) Franchises, Patents, Copyrights, Etc. The Obligors possess
all  franchises,  patents,  copyrights,  trademarks,  trade names,  licenses and
permits, and rights in respect of the foregoing, adequate for the conduct of its
business  substantially as now conducted  without known conflict with any rights
of others,  except  where  failure to possess such rights has not had, and would
not have, a Material Adverse Effect..

                  (g) Litigation. Except as stated on Schedule 4.1(g), there are
no actions, suits,  proceedings or investigations of any kind pending or, to the
knowledge of DTD, threatened against any Obligors before any court,  tribunal or
administrative agency or board that, if adversely  determined,  might, either in
any  case or in the  aggregate,  materially  adversely  affect  the  properties,
assets,  financial condition or business of any Obligor or materially impair the
right of any Obligor to carry on business  substantially as now conducted by it,
or result in any substantial  liability not adequately covered by insurance,  or
for which adequate reserves are not maintained on the consolidated balance sheet
of DTS and its  Subsidiaries,  or which  question  the  validity  of this Master
Agreement or any of the other Operative Documents,  or any action taken or to be
taken pursuant hereto or thereto.

                  (h) No Materially Adverse Contracts, Etc. None of the Obligors
is  subject  to any  charter,  corporate  or  other  legal  restriction,  or any
judgment,  decree,  order,  rule or  regulation  that has or is  expected in the
future to have a materially adverse effect on the business,  assets or financial
condition  of any  Obligor.  None of the  Obligors is a party to any contract or
agreement that has or is expected,  in the judgment of DTD's  officers,  to have
any materially adverse effect on the business of any Obligor.

                  (i) Compliance with Other Instruments,  Laws, Etc. None of the
Obligors is in violation of any  provision of its charter or other  organization
documents, by-laws, or any agreement or instrument to which it may be subject or
by  which  it or any of  its  properties  may be  bound  or any  decree,  order,
judgment, statute, license, rule or regulation, in any of the foregoing cases in
a manner  that  could  result in the  imposition  of  substantial  penalties  or
materially and adversely affect the financial condition,  properties or business
of any Obligor.

                  (j) Tax Status.  Each Obligor (a) has made or filed, or placed
under lawful extension,  all federal and state income and all other tax returns,
reports and declarations required



                                       18

<PAGE>



by any jurisdiction to which it is subject,  except where the failure to so make
or file such tax  returns,  reports or  declarations  has not had, and would not
have, a Material Adverse Effect,  (b) has paid all taxes and other  governmental
assessments  and charges shown or determined to be due on such returns,  reports
and declarations,  except those being contested in good faith and by appropriate
proceedings and except where the failure to pay such taxes and other amounts has
not had, and would not have, a Material Adverse Effect, and (c) has set aside on
its  books  provisions  reasonably  adequate  for the  payment  of all taxes for
periods subsequent to the periods to which such returns, reports or declarations
apply. There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any  jurisdiction,  and the officers of DTD know of no basis
for any such claim.

                  (k) No Event of  Default.  No  Potential  Event of  Default or
Event of Default has occurred and is continuing.

                  (l) Holding  Company and Investment  Company Acts. None of the
Obligors  is a  "holding  company",  or a  "subsidiary  company"  of a  "holding
company", or an "affiliate" of a "holding company", as such terms are defined in
the  Public  Utility  Holding  Company  Act of  1935;  nor is it an  "investment
company",   or  an  "affiliated   company"  or  a  "principal   underwriter"  of
an"investment  company", as such terms are defined in the Investment Company Act
of 1940.

                  (m)  Certain  Transactions.  Except as set  forth on  Schedule
4.1(m),  none  of the  officers,  directors,  or  employees  of any  Obligor  is
presently a party to any  transaction  with any Obligor (other than for services
as employees,  officers and  directors),  including  any contract,  agreement or
other  arrangement  providing for the furnishing of services to or by, providing
for rental of real or  personal  property  to or from,  or  otherwise  requiring
payments to or from any officer,  trustee,  director or such employee or, to the
knowledge of DTD, any corporation,  partnership,  trust or other entity in which
any officer, trustee,  director, or any such employee has a substantial interest
or is an officer, director, trustee or partner.

                  (n) Employee Benefit Plans;  Multiemployer  Plans;  Guaranteed
Pension Plans.

                           (1) No ERISA  Reportable  Event has  occurred  and is
                  continuing  with  respect to any such Plan;  (ii) PBGC has not
                  instituted  proceedings to terminate any such Plan; (iii) none
                  of the Obligors  has (A)  incurred any  liability to PBGC with
                  respect to any such Plan other than for  premiums  not yet due
                  or payable,  or  (B)instituted or does not intend to institute
                  proceedings  to terminate any such Plan under Sections 4041 or
                  4041A of ERISA or  withdraw  from any  Multi-Employer  Pension
                  Plan (as that term is defined in Section 3(37) of ERISA); (iv)
                  each such Plan of the Obligors has been  maintained and funded
                  in all material respects in accordance with its terms and with
                  all provisions of ERISA and the Code applicable  thereto;  (v)
                  where  applicable,  each of the Obligors has complied with all
                  applicable minimum funding  requirements of ERISA and the Code
                  with respect to each Plan; (vi) there are no unfunded  benefit
                  liabilities (as defined in Section  4001(a)(18) of ERISA) with
                  respect to any such Plan of any of the  Obligors  which pose a
                  risk of causing a lien to be created in its  assets;  and(vii)
                  no material



                                       19

<PAGE>



                  prohibited  transaction  under the Code or ERISA has  occurred
                  with respect to any such Plan of any of the Obligors.

                  (o)  Regulations  U and X. No portion of any  Advance is to be
used for the purpose of purchasing or carrying any "margin  security" or "margin
stock" as such terms are used in  Regulations  U and X of the Board of Governors
of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

                  (p) Environmental Compliance.  Except as disclosed on Schedule
4.1(p),

                           (1) the  operations  of the  Obligors  comply  in all
                  material respects with all applicable Environmental Laws;

                           (2)  none of the  operations  of any  Obligor  is the
                  subject of any judicial or administrative  proceeding alleging
                  the violation of any Environmental Laws;

                           (3)  none of the  operations  of any  Obligor  is the
                  subject  of any  federal  or  state  investigation  evaluating
                  whether  DTD  or  any  of  the  Subsidiaries  disposed  of any
                  hazardous or toxic waste, substance or constituent at any site
                  that may  require  remedial  action,  or any  federal or state
                  investigation evaluating whether any remedial action is needed
                  to  respond  to are  lease of any  hazardous  or toxic  waste,
                  substance or constituent into the environment;

                           (4) none of the  Obligors  has filed any notice under
                  any federal or state law indicating past or present treatment,
                  storage or disposal of a hazardous  waste or reporting a spill
                  or  release  of a  hazardous  or  toxic  waste,  substance  or
                  constituent into the environment;

                           (5) none of the Obligors has any contingent liability
                  of which DTD has knowledge or reasonably should have knowledge
                  in  connection  with any  release  of any  hazardous  or toxic
                  waste, substance or constituent into the environment,  nor has
                  any Obligor received any notice, letter or other indication of
                  potential liability arising from the disposal of any hazardous
                  or toxic waste, substance or constituent into the environment.

                  (q)  Subsidiaries.  Schedule  4.1(q)  sets  forth  all  of the
Subsidiaries of DTD and DTS. Except as set forth in Schedule 4.1(q), DTD or DTS,
as applicable,  is the owner, free and clear of all liens and  encumbrances,  of
all of the issued and outstanding  capital stock of each  Subsidiary.  Except as
set forth in Schedule 4.1(q),  all shares of such stock have been validly issued
and  are  fully  paid  and  nonassessable  and no  rights  to  subscribe  to any
additional shares have been granted, and no options, warrants, or similar rights
are outstanding.




                                       20

<PAGE>



                  (r) Trade Names.  The Obligors do not transact or engage,  and
have not transacted or engaged, in business under any names other than those set
forth in Schedule 4.1(r) hereto.

                  (s) Hazardous Materials - Leased Properties.

                           (i) To the  best  knowledge  of the  related  Lessee,
                  except as described in the related Environmental Audit, on the
                  Closing Date for each Leased Property,  there are no Hazardous
                  Materials  present  at,  upon,  under or  within  such  Leased
                  Property  or released  or  transported  to or from such Leased
                  Property  (except in compliance in all material  respects with
                  all Applicable Law).

                           (ii) To the best knowledge of the related Lessee,  on
                  the related  Closing Date, no  Governmental  Actions have been
                  taken or are in process or have been  threatened,  which could
                  reasonably  be expected to subject such Leased  Property,  any
                  Lender or the  Lessor  to any  Material  Claims or Liens  with
                  respect to such Leased Property under any Environmental Law or
                  would otherwise have a Material Adverse Effect.

                           (iii) The  related  Lessee  has, or will obtain on or
                  before the date required by Applicable Law, all  Environmental
                  Permits necessary to operate each Leased Property,  if any, in
                  accordance with  Environmental  Laws and is complying with and
                  has at all times complied with all such Environmental Permits,
                  except to the extent the failure to obtain such  Environmental
                  Permits  or to so  comply  would not have a  Material  Adverse
                  Effect.

                           (iv) Except as set forth in the related Environmental
                  Audit or in any notice  subsequently  furnished by the related
                  Lessee to the Agent and approved by the Agent in writing prior
                  to  the  respective   times  that  the   representations   and
                  warranties contained herein are made or deemed made hereunder,
                  no notice,  notification,  demand,  request  for  information,
                  citations,  summons,  complaint  or order  has been  issued or
                  filed to or with respect to the related Lessee, no penalty has
                  been assessed on the related  Lessee and no  investigation  or
                  review is pending or, to its best knowledge, threatened by any
                  Governmental  Authority or other Person in each case  relating
                  to any Leased  Property  with respect to any alleged  material
                  violation  or  liability  of  the  related  Lessee  under  any
                  Environmental  Law.  To the  best  knowledge  of  the  related
                  Lessee, no material notice, notification,  demand, request for
                  information,  citations,  summons, complaint or order has been
                  issued or filed to or with  respect  to any other  Person,  no
                  material  penalty has been assessed on any other Person and no
                  investigation  or  review  is  pending  or  threatened  by any
                  Governmental  Authority or other Person relating to any Leased
                  Property  with  respect to any alleged  material  violation or
                  liability under any Environmental Law by any other Person.




                                       21

<PAGE>



                           (v) Each Leased Property and each portion thereof are
                  presently  in  compliance  in all material  respects  with all
                  Environmental  Laws, and, to the best knowledge of the related
                  Lessee,  there are no  present or past  facts,  circumstances,
                  activities,  events,  conditions or occurrences regarding such
                  Leased Property  (including  without limitation the release or
                  presence of  Hazardous  Materials)  that would  reasonably  be
                  anticipated  to (A) form the basis of a material Claim against
                  such Leased Property, any Funding Party or the related Lessee,
                  (B) cause such Leased  Property to be subject to any  material
                  restrictions on ownership,  occupancy,  use or transferability
                  under  any  Environmental  Law,  (C)  require  the  filing  or
                  recording  of  any  notice  or  restriction  relating  to  the
                  presence of Hazardous  Materials in the real estate records in
                  the  county or other  appropriate  municipality  in which such
                  Leased  Property is located,  other than notices  filed in the
                  ordinary  cause of  business,  or (D)  prevent  or  materially
                  interfere with the continued operation and maintenance of such
                  Leased Property as contemplated by the Operative Documents.

For purposes of this Section  4.1(s),  the term  "material"  with respect to any
event or circumstance  means that such event or circumstance would reasonably be
anticipated  to result in  criminal  or  material  liability  on the part of any
Funding Party,  or to have a material  adverse effect on the value of any Leased
Property or to otherwise have a Material Adverse Effect.

                  (t) Leased  Property.  The  present  condition  of each Leased
Property  conforms in all material  respects with all conditions or requirements
of all  existing  material  permits and  approvals  issued with  respect to such
Leased  Property,  and the related  Lessee's  future intended use of such Leased
Property  under the  Lease  does  not,  in any  material  respect,  violate  any
Applicable  Law.  To the best  knowledge  of the  related  Lessee,  no  material
notices, complaints or orders of violation or non-compliance have been issued or
threatened or  contemplated  by any  Governmental  Authority with respect to any
Leased  Property or any present or intended  future use  thereof.  All  material
agreements,  easements and other rights, public or private,  which are necessary
to permit the lawful use and  operation  of each Leased  Property as the related
Lessee  intends  to use such  Leased  Property  under  the  Lease  and which are
necessary  to permit the lawful  intended  use and  operation  of all  presently
intended  utilities,  driveways,  roads and other means of egress and ingress to
and from the same have been, or to the related  Lessee's best knowledge will be,
obtained and are or will be in full force and effect, and the related Lessee has
no knowledge of any pending material  modification or cancellation of any of the
same.

                  (u) Flood Hazard Areas.  No portion of any Leased  Property is
located in an area  identified  as a special  flood  hazard  area by the Federal
Emergency  Management  Agency or other applicable  agency, or if any such Leased
Property is located in an area  identified as a special flood hazard area by the
Federal  Emergency  Management  Agency or other  applicable  agency,  then flood
insurance  has been  obtained for such Leased  Property in  accordance  with the
Lease and in  accordance  with the  National  Flood  Insurance  Act of 1968,  as
amended.




                                       22

<PAGE>



         SECTION 4.2       Survival of Representations and Effect of Fundings.

                  (a)   Survival  of   Representations   and   Warranties.   All
representations and warranties made in Section 4.1 shall survive delivery of the
Operative  Documents and every Funding,  and shall remain in effect until all of
the Obligations are fully and irrevocably paid.

                  (b) Each Funding a Representation.  Each Funding accepted by a
Lessee or the Construction  Agent shall be deemed to constitute a representation
and warranty by DTS, DTD and each other Lessee to the effect of Section 4.1.

         SECTION 4.3 Representations of the Lessor.  Effective as of the date of
execution  hereof,  as of each Closing Date and as of each Funding Date, in each
case, with respect to each of the Leased  Properties,  the Lessor represents and
warrants to the Agent, the Lenders and the Lessees as follows:

                  (a)  Securities  Act.  The  interest  being  acquired or to be
acquired by the Lessor in such Leased  Property  is being  acquired  for its own
account,  without any view to the distribution  thereof or any interest therein,
provided  that the Lessor  shall be entitled to assign,  convey or transfer  its
interest in accordance with Section 6.1.

                  (b) Due Organization, etc. The Lessor is a limited partnership
duly organized and validly existing in good standing under the laws of Texas and
each state in which a Leased  Property is located and has full power,  authority
and legal right to execute, deliver and perform its obligations under the Lease,
this Master  Agreement and each other Operative  Document to which it is or will
be a party.

                  (c)  Due  Authorization;   Enforceability,  etc.  This  Master
Agreement and each other Operative  Document to which the Lessor is or will be a
party have been or will be duly  authorized,  executed  and  delivered  by or on
behalf of the Lessor and are, or upon  execution  and delivery  will be,  legal,
valid and binding obligations of the Lessor enforceable against it in accordance
with their respective  terms,  except as such  enforceability  may be limited by
applicable bankruptcy,  insolvency,  or similar laws affecting creditors' rights
generally and by general equitable principles.

                  (d) No Conflict.  The  execution and delivery by the Lessor of
the Lease, this Master Agreement and each other Operative  Document to which the
Lessor is or will be a party, are not or will not be, and the performance by the
Lessor  of its  obligations  under  each  will  not be,  inconsistent  with  its
Partnership  Agreement,  do not and  will  not  contravene  any  Applicable  Law
applicable  generally  to parties  providing  financing  and do not and will not
contravene  any  provision of, or constitute a default  under,  any  Contractual
Obligation  of Lessor,  do not and will not require the consent or approval  of,
the  giving of  notice  to,  the  registration  with or taking of any  action in
respect of or by, any  Governmental  Authority  applicable  generally to parties
providing financing,  except such as have been obtained,  given or accomplished,
and the Lessor



                                       23

<PAGE>



possesses  all  requisite  regulatory  authority  to  undertake  and perform its
obligations under the Operative Documents.

                  (e)  Litigation.  There are no pending or, to the knowledge of
the Lessor,  threatened  actions or  proceedings  against the Lessor  before any
court,  arbitrator  or  administrative  agency  with  respect  to any  Operative
Document  or that would have a material  adverse  effect upon the ability of the
Lessor to perform  its  obligations  under this  Master  Agreement  or any other
Operative Documents to which it is or will be a party.

                  (f) Lessor Liens. No Lessor Liens (other than those created by
the Operative  Documents) exist on any Closing Date on the Leased  Property,  or
any portion thereof,  and the execution,  delivery and performance by the Lessor
of this Master Agreement or any other Operative  Document to which it is or will
be a party will not subject any Leased Property,  or any portion thereof, to any
Lessor Liens (other than those created by the Operative Documents).

                  (g) Employee  Benefit Plans. The Lessor is not and will not be
making its investment hereunder, and is not performing its obligations under the
Operative  Documents,  with the assets of an "employee benefit plan" (as defined
in Section  3(3) of ERISA)  which is subject to Title I of ERISA,  or "plan" (as
defined in Section 4975(e)(1)) of the Code.

                  (h) General Partner. The sole general partner of the Lessor is
Atlantic Financial Managers, Inc.

                  (i) Financial Information.  (A) The unaudited balance sheet of
the  Lessor as of  December  31,  1998 and the  related  statements  of  income,
partners'  capital and cash flows for the year then ended,  copies of which have
been delivered to the Agent, fairly present, in conformity with sound accounting
principles, consistent with the income tax basis reports provided to DTS for the
period ended on December 31, 1998,  the financial  condition of the Lessor as of
such date and the results of operations and cash flows for such period.

                  (B) Since  December  31, 1998,  there has been no event,  act,
condition or  occurrence  having a material  adverse  effect upon the  financial
condition,  operations,  performance or properties of the Lessor, or the ability
of the Lessor to perform  in any  material  respect  its  obligations  under the
Operative Documents.

                  (C) The Lessor has no  recourse  indebtedness,  and the Lessor
has not  entered  into  any  other  transactions,  purchases,  leases  or  other
agreements,  other than  immaterial  transactions,  purchases,  leases and other
agreements entered into by the Lessor in the ordinary course of its business, in
which the Lessor has any  liability to the other  parties to such  transactions,
purchases,  leases  or  other  agreements  that  is in  excess  of the  Lessor's
ownership  or other  interest  in the  property  subject  to such  transactions,
purchases,  leases  or  other  agreements  other  than  liability  for  required
fundings,  breach of  contract,  misrepresentation,  gross  negligence,  willful
misconduct,  fraud,  failure  to turn  over  funds  and  similar  exceptions  to
limitations on recourse.



                                       24

<PAGE>



                  (j) No  Offering.  The Lessor has not offered the Notes to any
Person in any manner that would  subject the  issuance  thereof to  registration
under the Securities Act or any applicable state securities laws.

                  (k)  Investment  Company.  The  Lessor  is not an  "investment
company"  or a company  "controlled"  by an  "investment  company",  within  the
meaning of the Investment Company Act of 1940, as amended.

         SECTION 4.4 Representations of each Lender. Effective as of the date of
execution  hereof,  as of each Closing Date and as of each  Funding  Date,  each
Lender represents and warrants to the Lessor and to the Lessees as follows:

                  (a)  Securities  Act.  The  interest  being  acquired or to be
acquired  by such  Lender in the Funded  Amounts is being  acquired  for its own
account,  without any view to the distribution  thereof or any interest therein,
provided  that such Lender  shall be entitled to assign,  convey or transfer its
interest in accordance with Section 6.2.

                  (b) Employee Benefit Plans. Such Lender is not and will not be
making its investment hereunder, and is not performing its obligations under the
Operative  Documents,  with the assets of an "employee benefit plan" (as defined
in Section  3(3) of ERISA)  which is subject to Title I of ERISA,  or "plan" (as
defined in Section 4975(e)(1)) of the Code.


                                   ARTICLE V.
                      COVENANTS OF OBLIGORS AND THE LESSOR

         SECTION 5.1 Records and  Accounts.  Each Obligor will (a) keep true and
accurate  records and books of account in which full,  true and correct  entries
will be made in accordance  with Generally  Accepted  Accounting  Principles and
(b)maintain  adequate  accounts  and reserves  for all taxes  (including  income
taxes),depreciation and amortization of its properties, contingencies, and other
reserves.

         SECTION 5.2 Financial  Statements,  Certificates and  Information.  DTS
will deliver to each of the Agent and each of the Funding Parties:

                  (a) As soon as  practicable,  but in any event not later  than
one hundred  twenty  (120) days after the end of each  fiscal  year of DTS,  the
audited  consolidated  balance sheet of DTS and its  Subsidiaries  at the end of
such year, and the related audited consolidated  statements of earnings and cash
flows for such year, each setting forth in comparative  form the figures for the
previous  fiscal  year  and all  such  statements  to be in  reasonable  detail,
prepared in  accordance  with  Generally  Accepted  Accounting  Principles,  and
accompanied by an auditor's report prepared  without  qualification by KPMG Peat
Marwick or by another independent  certified public accountant acceptable to the
Agent), together with the notes accompanying the financial statements.



                                       25

<PAGE>



                  (b) As soon as  practicable,  but in any event not later  than
forty-five  (45) days after the end of each fiscal quarter of DTS, copies of the
unaudited  consolidated  balance sheet of DTS and its Subsidiaries as of the end
of such quarter, and the related unaudited consolidated statements of income and
cash flow for such  quarter  and that  portion  of the  fiscal  year of DTS then
elapsed,  all in  reasonable  detail and prepared in accordance  with  Generally
Accepted Accounting  Principles,  in each case setting forth in comparative form
the figures for the corresponding period of the prior fiscal year, together with
a certification by the principal  financial or accounting  officer, or Corporate
Controller,  of DTS that the information  contained in such financial statements
fairly presents the financial  position of DTS and its  Subsidiaries on the date
thereof  (subject to year-end  adjustments).  In addition,  DTD shall include an
analysis of gross  margins and of "same store  sales",  as  applicable  for each
Obligor, in form satisfactory to the Agent and each of the Funding Parties.

                  (c)   Simultaneously   with  the  delivery  of  the  financial
statements  referred to in  subsections  (a) and (b),  above, a statement in the
form of  Exhibit  J hereto  signed  by the  principal  financial  or  accounting
officer, or Corporate Controller,  of DTD and setting forth in reasonable detail
computations  evidencing compliance with the covenants contained in Section 5.23
through 5.29 and (if applicable) reconciliations to reflect changes in Generally
Accepted Accounting Principles since the Balance Sheet Date.

                  (d) As soon as available  and in any event within  ninety (90)
days after the close of each  Fiscal  Year,  (i) copies of  internally  prepared
unaudited consolidated and consolidating balance sheets and statements of income
of  Obligors  for such Fiscal Year  prepared  in a manner  consistent  with past
practice and in form and substance  satisfactory to the Funding Parties and (ii)
internally  prepared reports  reflecting gross margin results and providing such
"same  store"  analysis of  financial  performance  as the  Funding  Parties may
request, all of which shall be in form satisfactory to the Funding Parties.

                  (e) As soon as  practicable,  but in any event not later  than
sixty (60) days after the close of each Fiscal Year, monthly  projections of the
financial  condition  and results of  operations of the Obligors for the current
fiscal year and annual  projections  thereof  for each  fiscal  year  thereafter
through and including the Fiscal Year of the Lease Termination Date,  including,
but not  limited  to, a  projected  Consolidated  balance  sheet,  statement  of
operations, and statement of cash flows for each of such Fiscal Years.

                  (f)  Promptly  after the filing of any report on Form 8-K with
the Securities and Exchange Commission by any Obligor, notice of such filing.

                  (g)  From  time  to  time  such  other   financial   data  and
information as the Agent or any Funding Party may reasonably request.




                                       26

<PAGE>



         SECTION 5.3  Notices.

                  (a) Defaults. DTD will, and shall cause each other Obligor to,
promptly  notify  the Agent and each of the  Funding  Parties  in writing of the
occurrence of any Potential Event of Default or Event of Default.  If any Person
shall give any notice or take any other  action in respect of a claimed  default
(whether or not  constituting an Event of Default) under any Operative  Document
or under any note,  evidence of  indebtedness,  indenture or other obligation to
which or with  respect to which any  Obligor is a party or  obligor,  whether as
principal or surety,  and such  default  would permit the holder of such note or
obligation or other evidence of indebtedness to accelerate the maturity thereof,
which  acceleration  would have a material  adverse  effect on any Obligor,  DTD
shall,  and shall cause each other  Obligor to,  forthwith  give written  notice
thereof to the Agent and each of the Funding  Parties,  describing the notice or
action and the nature of the claimed default.

                  (b) Environmental  Events. DTD will, and will cause each other
Obligor  to,  promptly  give  notice to the Agent  (i) of any  violation  of any
Environmental  Law that any Obligor  reports in writing or is reportable by such
Person in writing to any federal,  state or local environmental  agency and (ii)
upon becoming aware thereof, of any inquiry, proceeding, investigation, or other
action, including a notice from any agency of potential environmental liability,
or any federal,  state or local  environmental  agency or board,  that in either
case  involves any Real Estate or has the  potential to have a Material  Adverse
Effect.

                  (c) Notice of Litigation  and  Judgments.  DTD will,  and will
cause each other  Obligor  to,  give notice to the Agent and each of the Funding
Parties in writing  within fifteen (15) days of becoming aware of any litigation
or proceedings  threatened in writing or any pending  litigation and proceedings
affecting  any  Obligor  or to  which  any  Obligor  is or is to  become a party
involving  an  uninsured  claim  against any Obligor  that could  reasonably  be
expected  to have a  materially  adverse  effect on any  Obligor and stating the
nature and status of such  litigation or  proceedings.  DTD will, and will cause
each other Obligor to, give notice to the Agent and each of the Funding Parties,
in writing, in form and detail satisfactory to the Agent and each of the Funding
Parties,  within ten (10) days of any  judgment  in excess of  $100,000.00,  not
covered by insurance, final or otherwise, against any Obligor.

         SECTION 5.4 Existence;  Maintenance of Properties. Each Obligor will do
or cause to be done all things  necessary to preserve and keep in full force and
effect its existence as a Virginia corporation.  DTD will do or cause to be done
all things  necessary  to preserve  and keep in full force all of its rights and
franchises and those of the other  Obligors.  Each Obligor (a) will cause all of
its  properties  used or useful in the conduct of its business to be  maintained
and kept in good  condition,  repair and  working  order and  supplied  with all
necessary equipment, (b) will cause to be made all necessary repairs,  renewals,
replacements,  betterments and improvements  thereof,  all as in the judgment of
such  Obligor may be necessary  so that the  business  carried on in  connection
therewith  may be properly and  advantageously  conducted at all times,  and (c)
will each continue to engage primarily in the businesses now conducted by it and
in related businesses.



                                       27

<PAGE>



         SECTION 5.5  Insurance.  The Obligors  will  maintain  insurance on all
Leased Properties as required by the Lease and will maintain with respect to its
other properties, with financially sound and reputable insurers,  insurance with
respect  to such  properties  and  its  business  against  such  casualties  and
contingencies as shall be in accordance with the general practices of businesses
engaged  in  similar  activities  in similar  geographic  areas and in  amounts,
containing  such terms,  in such forms and for such periods as may be reasonable
and prudent.

         SECTION 5.6 Taxes.  Each Obligor will duly pay and discharge,  or cause
to be paid and  discharged,  before the same shall  become  overdue,  all taxes,
assessments  and  other  governmental  charges  imposed  upon  it and  its  real
properties,  sales and  activities,  or any part thereof,  or upon the income or
profits  therefrom,  as well as all claims for labor,  materials,  or  supplies,
except  where the failure to so pay has not had,  and would not have, a Material
Adverse Effect;  provided,  however,  that Obligors shall not be required to pay
any  such  tax,  assessment,  charge  or  levy  if and so  long  as the  amount,
applicability  or validity thereof shall currently be contested in good faith by
appropriate  proceedings,  appropriate  accruals and cash reserves therefor have
been established in accordance with Generally Accepted Accounting Principles and
no lien with respect  thereto has been filed  against such Obligor or any of its
assets.

         SECTION 5.7  Inspection  of  Properties  and Books.  Each Obligor shall
permit  the  Agent  or  any  of  the  Agent's  designated  representatives  upon
twenty-four  (24)  hours  prior  notice to DTD (at DTD's  expense),to  visit and
inspect any of the  properties of any Obligor to examine the books of account of
any Obligor (and to make copies  thereof and extracts  therefrom)and  to discuss
the affairs,  finances and accounts of any Obligor with, and to be advised as to
the same by, its  officers,  all at such  reasonable  times and intervals as the
Agent may  reasonably  request  (but in no event in excess of once in any fiscal
year if no Potential Event of Default or Event of Default has arisen).

         SECTION 5.8 Compliance  with Laws,  Contracts,  Licenses,  and Permits.
Each Obligor will comply with (a) all material  applicable  laws and regulations
now or hereafter in effect  wherever its business is  conducted,  including  all
Environmental  Laws,  (b) the  provisions  of its  corporate  charter  and other
charter documents and by-laws, (c) all agreements and instruments to which it is
a party or by which it or any of its properties  may be bound,  except where the
failure to so comply has not had, and would not have, a Material Adverse Effect,
and (d) all  applicable  decrees,  orders,  and judgments  except for violations
which, in the aggregate,  do not have a material adverse effect on the business,
operations,  properties,  assets, or financial  condition of such Obligor. If at
any time while any  Obligation is  Outstanding  or the Funding  Parties have any
obligation to make Advances  hereunder,  any authorization,  consent,  approval,
permit or license from any officer,  agency or instrumentality of any government
shall become  necessary or required in order that any Obligor may fulfill any of
its obligations hereunder,  each Obligor will promptly take or cause to be taken
all reasonable steps to obtain such authorization,  consent, approval, permit or
license and furnish the Agent and the Funding Parties with evidence thereof.

         SECTION 5.9 ERISA  Compliance.  Each of the Obligors shall at all times
make prompt payment of all  contributions  required  under all Employee  Benefit
Plans, Multiemployer Plans



                                       28

<PAGE>



and Guaranteed  Pension Plans and required to meet the minimum funding  standard
set forth in ERISA with respect to all such Plans.

         SECTION  5.10  Restrictions  on  Indebtedness.  No Obligor will create,
incur, assume, guarantee or be or remain liable, contingently or otherwise, with
respect to any Indebtedness other than:

                  (a) Indebtedness arising under any of the Operative  Documents
or under the Credit Agreement;

                  (b)  current  liabilities  of  any  Obligor  incurred  in  the
ordinary course of business but not incurred through (i) the borrowing of money,
or (ii) the  obtaining  of credit  except  for credit on an open  account  basis
customarily extended and in fact extended in connection with normal purchases of
goods and services;

                  (c)   Indebtedness   in   respect   of   taxes,   assessments,
governmental  charges or levies and claims for labor,  materials and supplies to
the extent that payment therefor shall not at the time be required to be made in
accordance with the provisions of Section 5.6;

                  (d)  Indebtedness  in  respect of  judgments  or awards not in
excess of  $2,000,000.00  in the aggregate that have been in force for less than
the  applicable  period for taking an appeal so long as  execution is not levied
thereunder or in respect of which the Obligor shall at the time in good faith be
prosecuting an appeal or  proceedings  for review and in respect of which a stay
of execution shall have been obtained pending such appeal or review;

                  (e)  endorsements  for collection,  deposit or negotiation and
warranties of products or services, in each case incurred in the ordinary course
of business;

                  (f)  the Intercompany Loans;

                  (g)  Indebtedness  incurred  for the  construction  of the new
distribution and office center for the Obligors, the terms of which Indebtedness
are  approved  by the  Agent in its  discretion,  which  approval  shall  not be
unreasonably withheld;

                  (h) Indebtedness existing on the date of this Master Agreement
and listed and described on Schedule 5.10 hereto;

                  (i) Indebtedness arising under Capitalized Leases; and

                  (j) other  Indebtedness  in an aggregate  amount not to exceed
ten percent (10%) of the  Consolidated  Total Assets of the Obligor  (other than
those  properly   classified  as  intangible  assets  under  Generally  Accepted
Accounting Principles) at any one time.




                                       29

<PAGE>



         SECTION 5.11  Restrictions on Liens, Etc. No Obligor will (a) create or
incur or suffer to be created  or  incurred  or to exist any lien,  encumbrance,
mortgage,  pledge,  charge,  restriction or other security  interest of any kind
upon any of its  property  or  assets  of any  character  whether  now  owned or
hereafter acquired, or upon the income or profits therefrom; (b) transfer any of
its  property  or assets or the income or profits  therefrom  for the purpose of
subjecting the same to the payment of  Indebtedness  or performance of any other
obligation  in priority to payment of its general  creditors;  (c)  acquire,  or
agree or have an option to acquire, any property or assets upon conditional sale
or other  title  retention  or  purchase  money  security  agreement,  device or
arrangement;  (d)  suffer to exist for a period  of more than  thirty  (30) days
after the same  shall have been  incurred  any  Indebtedness  or claim or demand
against it that if unpaid  might by law or upon  bankruptcy  or  insolvency,  or
otherwise,  be given any  priority  whatsoever  over its general  creditors;  or
(e)sell,  assign,  pledge or otherwise  transfer any accounts,  contract rights,
general  intangibles,  chattel paper or instruments,  with or without  recourse;
provided  that any  Obligor  may  create  or incur or suffer  to be  created  or
incurred or to exist:

           (i)    liens in favor of any  Obligor on all or part of the assets of
                  another  Obligor  securing  Indebtedness  owing by such  other
                  Obligor;

          (ii)    liens on  properties to secure  taxes,  assessments  and other
                  government  charges or claims for labor,  material or supplies
                  in respect of obligations not overdue;

         (iii)    deposits  or pledges  made in  connection  with,  or to secure
                  payment of, worker's compensation, unemployment insurance, old
                  age pensions or other social security obligations;

          (iv)    liens on  properties  in respect of judgments  or awards,  the
                  Indebtedness  with  respect to which is  permitted  by Section
                  5.10(d);

           (v)    liens of carriers,  warehousemen,  mechanics and  materialmen,
                  and other like liens on properties  in existence  less than 40
                  days  from  the  date  of  creation   thereof  in  respect  of
                  obligations not overdue;

          (vi)    encumbrances on properties  consisting of easements, rights of
                  way,  zoning  restrictions,  restrictions  on  the use of real
                  property and defects and irregularities  in the title thereto,
                  landlord's or lessor's liens under leases to which any Obligor
                  is  a party,  and other  minor liens  or encumbrances  none of
                  which  interferes  materially  with  the  use  of the property
                  affected  in  the  ordinary  conduct  of  the  business of any
                  Obligor, which defects do not individually or in the aggregate
                  have  a  materially  adverse  effect  on  the  business of any
                  Obligor  individually  or  of  DTS and  its  Subsidiaries on a
                  consolidated basis;

         (vii)   presently outstanding liens listed on Schedule 5.11 hereto; and




                                       30

<PAGE>



        (viii) liens in favor of the Agent and the Lenders  under the  Operative
               Documents.

         SECTION  5.12  Restrictions  on  Investments.  No Obligor  will make or
permit to exist or to remain  outstanding  any  Investment,  except  Investments
which constitute:

                  (a) short term  Investments  (determined  in  accordance  with
Generally  Accepted  Accounting  Principles),   including,  without  limitation,
marketable  direct or  guaranteed  obligations  of the United States of America;
demand deposits,  certificates of deposit, bankers acceptances and time deposits
of United States banks;  securities  commonly known as "commercial paper" issued
by a corporation  organized and existing  under the laws of the United States of
America or any state thereof;  and repurchase  agreements  secured by any of the
foregoing;

                  (b) Investments existing  on  the date  hereof  and  listed on
Schedule 5.12 hereto; and

                  (c) Investments  otherwise  permitted  pursuant to  the Credit
Agreement.

         SECTION 5.13 Merger,  Consolidation.  Without the prior written consent
of the Agent, no Obligor will become a party to any merger or consolidation,  or
agree to or effect any asset  acquisition or disposition or stock acquisition or
disposition (other than the acquisition or disposition of assets in the ordinary
course of business for fair  consideration  and consistent  with past practices)
except (i) the merger or consolidation of one or more of the Subsidiaries of DTS
with and into DTS, (ii) the merger or consolidation of two or more  Subsidiaries
of DTS,  or (iii) as long as no  Potential  Event of Default or Event of Default
then exists or would arise  therefrom,  the merger of any other  Person with any
Obligor,  provided that the Obligor is the surviving entity and provided further
that the  consideration  paid by the Obligors in any such merger consists of any
combination  of (A) capital stock of DTS and/or (B) other  consideration  not to
exceed ten percent (10%) of the Consolidated Total Assets of the Obligors (other
than those properly  classified as intangible  assets under  Generally  Accepted
Accounting Principles) immediately prior to giving effect to such merger.

         SECTION 5.14 Sale and Leaseback.  Without the prior written  consent of
the Agent (which shall not be unreasonably withheld), no Obligor will enter into
any  arrangement,  directly or  indirectly,  whereby  any Obligor  shall sell or
transfer  any  property  owned by it in order then or  thereafter  to lease such
property  or  lease  other  property  that  such  Obligor  intends  to  use  for
substantially the same purpose as the property being sold or transferred.

         SECTION 5.15 Compliance With Environmental Laws. No Obligor will do any
of the  following:  (a) use any of the Real Estate or any  portion  thereof as a
facility  for  the  handling,  processing,  storage  or  disposal  of  Hazardous
Substances,  except in full  compliance  with  Environmental  Laws, (b) cause or
permit to be located on any of the Real  Estate  any  underground  tank or other
underground   storage  receptacle  for  Hazardous   Substances  except  in  full
compliance  with  Environmental  Laws,  (c) generate or dispose of any Hazardous
Substances



                                       31

<PAGE>



on any of the Real Estate except in full compliance with Environmental  Laws, or
(d) conduct any activity at any Real Estate or use any Real Estate in any manner
so as to cause a Release.

         SECTION  5.16  Distributions.  Except  for (a)  Permitted  Intercompany
Distributions or (b) as otherwise  specifically permitted hereunder or (c) as to
which the Agent shall  hereafter  consent in writing,  no Obligor  will make any
Distributions,  or (d) as long as no  Potential  Event  of  Default  or Event of
Default then exists or would arise therefrom,  (i) repurchases or redemptions of
the capital  stock of DTS in an aggregate  amount not to exceed  $50,000,000.00,
and (ii)  other  Distributions  which in any  fiscal  year do not  exceed in the
aggregate  twenty percent (20%) of  Consolidated  Net Income for the immediately
preceding fiscal year.

         SECTION 5.17  Subsidiaries.  Without limiting the provisions of Section
5.11, no Obligor shall  acquire,  form, or otherwise  invest in any  Subsidiary,
without  the prior  written  consent of the Agent,  which  consent  shall not be
unreasonably  withheld,  provided,  however,  that the  Obligors  may maintain a
Subsidiary  established or acquired in connection  with an acquisition or merger
permitted  pursuant  to  Section  5.13  for a  period  of  twelve  months  after
consummation of such acquisition or merger.

         SECTION 5.18 Fiscal Year.  The fiscal year of DTS and its  Subsidiaries
presently  ends on December 31 of each year. The Obligors shall not change their
fiscal year end without  furnishing  prior written  notice thereof to, and first
obtaining  the consent  of, the  Funding  Parties,  which  consent  shall not be
unreasonably withheld or delayed.

         SECTION 5.19 Loans and Advances. The Obligors will  not  make any loans
or advances to any Person other than:

                  (a) Loans and advances existing on  the date hereof and listed
on Schedule 5.19 hereof; and

                  (b) Loans and  advances to and among the  Obligors for working
capital purposes pursuant and subject to the terms of the Intercompany Operative
Documents.

         SECTION 5.20  Transactions  With  Affiliates.  Each of the Obligors may
enter  into  transactions  with  (except  for  making  loans to)  Affiliates  or
shareholders  upon terms not less  favorable  to any such  Obligor than would be
obtainable  at the time in  comparable  transactions  of such  Obligor  in arms'
length  dealings with Persons other than  Affiliates or  shareholders  and shall
immediately  disclose in writing any of said  transactions  to the Agent and the
Funding Parties.

         SECTION 5.21 Amendments to Organizational Documents. The Obligors shall
not amend their articles of  incorporation  or bylaws,  and shall not designate,
issue,  create, or authorize  additional  classes of stock (common or preferred)
without the prior written consent of the Funding Parties.




                                       32

<PAGE>



         SECTION 5.22 Financial Covenants. DTS and its Subsidiaries shall comply
with the financial covenants set forth in the Credit Agreement as in effect from
time to time,  which financial  covenants are hereby  incorporated by reference,
provided that, if the Credit  Agreement is terminated or expires,  the financial
covenants in the Credit  Agreement on the date of such termination or expiration
shall be incorporated herein and shall continue.

         SECTION 5.23 Solvency. Each of the Obligors shall remain Solvent at all
times.

         SECTION  5.24 Use of  Proceeds.  DTD will not,  and will not permit any
other Obligor to, use any proceeds of any Advance for any purpose other than the
acquisition and  Construction  of Leased  Properties or use any such proceeds in
any manner which violates or results in a violation of law.

         SECTION 5.25 Further Assurances. Upon the written request of the Lessor
or the Agent, each Lessee, at its own cost and expense, will cause all financing
statements (including  precautionary financing statements),  fixture filings and
other  similar  documents,  to be  recorded or filed at such places and times in
such manner,  as may be necessary to preserve,  protect and perfect the interest
of  the  Lessor,  the  Agent  and  the  Lenders  in  the  Leased  Properties  as
contemplated by the Operative Documents.

         SECTION 5.26  Additional  Required  Appraisals.  If, as a result of any
change in  Applicable  Law after the date hereof,  an appraisal of all or any of
the Leased  Properties is required  during the Lease Term under  Applicable  Law
with respect to any Funding  Party's  interest  therein,  such  Funding  Party's
Funded Amount with respect thereto or the Operative Documents,  then the related
Lessee shall pay the reasonable cost of such appraisal.

         SECTION 5.27 Lessor's Covenants.  The Lessor covenants and agrees that,
unless the Agent, DTD and the Lenders shall have otherwise consented in writing:

                  (a) the proceeds of the Loans  received  from the Lenders will
be used by the Lessor solely to acquire the related  Leased  Property and to pay
the Construction  Agent or the related Lessee for certain  closing,  development
and transaction costs associated therewith and, if applicable,  for the costs of
Construction. No portion of the proceeds of the Loans will be used by the Lessor
(i) in connection with, whether directly or indirectly, any tender offer for, or
other  acquisition  of, stock of any corporation  with a view towards  obtaining
control  of such other  corporation  or (ii)  directly  or  indirectly,  for the
purpose,  whether immediate,  incidental or ultimate,  of purchasing or carrying
any Margin Stock;

                  (b) it shall not engage in any business or activity, or invest
in any Person,  except for activities similar to its activities conducted on the
date hereof, the Transaction and lease transactions similar to the Transaction;

                  (c) it will  maintain  tangible net worth in an amount no less
than  the sum of (i)  $100,000  plus  (ii) 3% of its  total  assets  (calculated
assuming no reduction in the value of any



                                       33

<PAGE>



leased  property from its original cost to the  Lessor)and  will at all times be
solvent (as defined in the Bankruptcy Code);

                  (d) it will deliver to the Agent and DTD, as soon as available
and in any event  within 90 days after the end of each  fiscal  year,  a balance
sheet of the Lessor as of the end of such fiscal year and the related statements
of income,  partners' capital and cash flows for such fiscal year, setting forth
in each case in  comparative  form the figures  for the  previous  fiscal  year,
prepared in accordance  with sound  accounting  principles  consistent  with the
income tax basis  reports  provided to DTD for the period  ended on December 31,
1998,  together  with copies of its tax returns,  all certified by an officer of
the  General  Partner  (and  if  the  Lessor  ever  prepares  audited  financial
statements, it shall deliver copies thereof to the Agent and DTD);

                  (e) it will  permit the Agent and DTD and its  representatives
to examine,  and make copies from, the Lessor's books and records,  and to visit
the  offices and  properties  of the Lessor for the  purpose of  examining  such
materials, and to discuss the Lessor's performance hereunder with any of its, or
its general  partner's,  officers  and  employees,  in each case  during  normal
business hours and upon reasonable notice;

                  (f) it shall not  consent  to or permit  the  creation  of any
easement  or  other  restriction  against  any  Leased  Property  other  than as
permitted pursuant to Article VI of the Lease;

                  (g) it shall not incur or permit to exist,  and will  promptly
discharge  each Lessor Lien and shall  indemnify the Lenders and the Lessees for
any loss, cost,  expense or diminution in value of any Leased Property resulting
from, or incurred as a result of, such Lessor Liens;

                  (h) it shall not enter  into any other  transactions,  leases,
purchases or other agreements,  other than immaterial  transactions,  purchases,
leases and other agreements entered into by the Lessor in the ordinary course of
its business, in which the other parties to said transactions, leases, purchases
or other agreements will have any recourse against Lessor other than recourse to
Lessor's   ownership  or  other  interest  in  the  property   subject  to  such
transactions,  purchases,  leases or other agreements,  other than liability for
required  fundings,  breach of contract,  misrepresentation,  gross  negligence,
willful misconduct,  fraud, failure to turn over funds and similar exceptions to
limitations on recourse;

                  (i) it shall not guaranty the liabilities of any other Person;

                  (j) it shall pay its debts as such  debts  become  due  unless
such debts are the subject of a bona fide dispute; and

                  (k) it shall  promptly  notify  DTD and the Agent of any claim
against  the Lessor  that would  reasonably  be expected to result in a material
liability of the Lessor for which it is not indemnified.



                                       34

<PAGE>




                                   ARTICLE VI.
                         TRANSFERS BY LESSOR AND LENDERS

         SECTION 6.1 Lessor  Transfers.  The Lessor shall not assign,  convey or
otherwise  transfer all or any portion of its right, title or interest in, to or
under any Leased  Property or any of the Operative  Documents  without the prior
written  consent of the Lenders and, unless an Event of Default has occurred and
is  continuing,  DTD.  Any  proposed  transferee  of the  Lessor  shall make the
representation set forth in Section 4.3 to the other parties hereto.

         SECTION 6.2 Lender Transfers.

                  (a) Any Lender may make, carry or transfer Loans at, to or for
the account of, any of its branch  offices or the office of an Affiliate of such
Lender.

                  (b) Each Lender may assign all or a portion of its  interests,
rights and obliga  tions  under this  Master  Agreement  and the Loan  Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it) to any Person; provided,  however, that (i) the Agent and, except during the
continuance of a Potential  Event of Default or Event of Default,  DTD must give
its  prior  written  consent  to such  assignment  (which  consent  shall not be
unreasonably withheld or delayed) unless such assignment is to another Lender or
Affiliate of the assigning  Lender,  (ii) unless such Lender is assigning all of
its Commitment,  after giving effect to such assignment,  the Commitment of both
the assignor and the  assignee is at least  $1,000,000  and (iii) the parties to
each such  assignment  shall execute and deliver to the Agent an Assignment  and
Acceptance,  and,  unless such  assignment is to an Affiliate of such Lender,  a
processing and recordation fee of $2,500. Any such assignment of the Loans shall
include both the A Loans and the B Loans of such assigning Lender, on a pro rata
basis. No Lessee shall be responsible for such processing and recordation fee or
any costs or  expenses  incurred by any Lender or the Agent in  connection  with
such assignment.  From and after the effective date specified in each Assignment
and  Acceptance,  which  effective date shall be at least five (5) Business Days
after the execution thereof, the assignee thereunder shall be a party hereto and
to the extent of the interest  assigned by such Assignment and Acceptance,  have
the rights and obligations of a Lender under this Master  Agreement and the Loan
Agreement.

                  (c) Each Lender may, without the consent of DTD or any Lessee,
sell  participations  to one or more banks or other entities in all or a portion
of its rights and obligations under this Master Agreement and the Loan Agreement
(including  all or a  portion  of its  Commitments  in the  Loans  owing to it),
provided, however, that (i) no Lender may sell a participation in its Commitment
(after  giving  effect to any  permitted  assignment  hereunder) in an amount in
excess of fifty percent  (50%) of such  Commitment  (provided  that (1) sales of
participations  to an  Affiliate  of  Lender  shall  not  be  included  in  such
calculation  and  (2)  no  such  maximum  amount  shall  be  applicable  to  any
participation  sold at any time  there  exists an Event of  Default),  (ii) such
Lender's  obligations  under this Master  Agreement and the Loan Agreement shall
remain unchanged, (iii) such Lender shall remain solely responsible to the other
parties



                                       35

<PAGE>



hereto for the performance of such obligations,  (iv) the participating  bank or
other  entity  shall not be  entitled to any  greater  benefit  than its selling
Lender  under the cost  protection  provisions  contained in Section 7.5 of this
Master  Agreement,  and (v) DTD,  each Lessee,  the Agent and the other  Lenders
shall  continue to deal solely and directly with each Lender in connection  with
such Lender's rights and obligations  under this Master  Agreement and the other
Operative Documents,  and such Lender shall retain the sole right to enforce the
obligations  of  Lessor  relating  to the Loans and to  approve  any  amendment,
modification  or waiver of any provisions of this Master  Agreement and the Loan
Agreement  (except  that such Lender may permit the  participant  to approve any
amendment,  modification  or waiver which would  reduce the  principal of or the
interest rate on its Loan, extend the term of such Lender's  Commitment,  reduce
the amount of any fees to which such participant is entitled or extend the final
scheduled  payment  date  of any  Loan).  Any  Lender  selling  a  participation
hereunder  shall provide  prompt written notice to the Agent of the name of such
participant.

                  (d) Any Lender or  participant  may,  in  connection  with the
assignment or par ticipation or proposed  assignment or participation,  pursuant
to this Section, disclose to the assignee or participant or proposed assignee or
participant any information  relating DTD or its Subsidiaries  furnished to such
Lender by or on behalf of DTD. With respect to any  disclosure of  confidential,
non-public, proprietary information, such proposed assignee or participant shall
agree to use the information only for the purpose of making any necessary credit
judgments  with respect to this facility and not to use the  information  in any
manner prohibited by any law, including without limitation,  the securities laws
of the United  States.  The proposed  participant or assignee shall agree not to
disclose any of such information  except as permitted by this Master  Agreement.
The proposed participant or assignee shall further agree to return all documents
or other written material and copies thereof received from any Lender, the Agent
or any  Lessee  relating  to  such  confidential  information  unless  otherwise
properly disposed of by such entity.

                  (e) Any  Lender may at any time  assign all or any  portion of
its rights under this Master  Agreement and the Notes to a Federal  Reserve Bank
without complying with the requirements of paragraph (a) above; provided that no
such assignment shall release such Lender from any of its obligations hereunder.

                  (f) The Lenders hereby  acknowledge and agree that the Lessees
shall have the right to the quiet enjoyment of the Leased Properties pursuant to
the  Lease,  whether  or not a Loan  Event  of  Default  that is not an Event of
Default  has  occurred  and is  continuing,  so long as no Event of Default  has
occurred and is continuing.


                                  ARTICLE VII.
                                 INDEMNIFICATION

         SECTION  7.1  General  Indemnification.  Each of DTD and  each  Lessee,
jointly  and  severally,   agrees,  whether  or  not  any  of  the  transactions
contemplated  hereby  shall be  consummated,  to assume  liability  for,  and to
indemnify, protect, defend, save and hold harmless



                                       36

<PAGE>



each  Indemnitee,  on an After-Tax Basis,  from and against,  any and all Claims
that may be imposed on,  incurred by or asserted,  or threatened to be asserted,
against  such  Indemnitee,   whether  or  not  such  Indemnitee  shall  also  be
indemnified  as to any  such  Claim  by  any  other  Person  (provided  that  no
Indemnitee  shall have the right to double  recovery  with respect to any Claim)
and whether or not such Claim  arises or accrues  prior to any  Closing  Date or
after the Lease Termination Date, or results from such Indemnitee's  negligence,
in any way relating to or arising out of:

                  (a)  any of the Operative Documents or any of the transactions
contemplated  thereby,  and  any  amendment,  modification or  waiver in respect
thereof; or

                  (b)   the   purchase,   design,   construction,   preparation,
installation,   inspection,  delivery,  non-delivery,   acceptance,   rejection,
ownership,   management,   possession,   operation,   rental,  lease,  sublease,
repossession,   maintenance,   repair,   alteration,   modification,   addition,
substitution,   storage,   transfer  of  title,   redelivery,   use,  financing,
refinancing,   disposition,   operation,  condition,  sale  (including,  without
limitation,  any sale pursuant to the Lease), return or other disposition of all
or any part of any  interest  in any Leased  Property or the  imposition  of any
Lien,  other than a Lessor Lien (or  incurring of any liability to refund or pay
over any  amount as a result of any Lien,  other  than a Lessor  Lien)  thereon,
including,  without  limitation:  (i)  Claims  or  penalties  arising  from  any
violation  or  alleged  violation  of  law  or  in  tort  (strict  liability  or
otherwise), (ii) latent or other defects, whether or not discoverable, (iii) any
Claim  based  upon  a  violation  or  alleged  violation  of  the  terms  of any
restriction,  easement, condition or covenant or other matter affecting title to
any Leased  Property or any part thereof,  (iv) the making of any Alterations in
violation of any  standards  imposed by any  insurance  policies  required to be
maintained  by any Lessee  pursuant to the Lease which are in effect at any time
with  respect  to any Leased  Property  or any part  thereof,  (v) any Claim for
patent, trademark or copyright infringement, (vi) Claims arising from any public
improvements  with  respect to any Leased  Property  resulting  in any charge or
special  assessments  being levied against any Leased  Property or any Claim for
utility  "tap-in" fees, and (vii) Claims for personal injury or real or personal
property damage  occurring,  or allegedly  occurring,  on any Land,  Building or
Leased Property;

                  (c)  the  breach  or  alleged  breach  (other  than  a  breach
wrongfully   alleged  by  such   Indemnitee)   by  DTD  or  any  Lessee  of  any
representation  or  warranty  made by it or deemed  made by it in any  Operative
Document or any certificate  required to be delivered by any Operative  Document
(without  giving  effect to any  exception  in any  representation  based on the
absence of a Material Adverse Effect);

                  (d) the  retaining  or  employment  of any  broker,  finder or
financial  advisor by DTD or any Lessee to act on its behalf in connection  with
this Master Agreement,  or the incurring of any fees or commissions to which the
Lessor,  the Agent or any Lender might be subjected by virtue of their  entering
into the transactions  contemplated by this Master Agreement (other than fees or
commissions  due to any  broker,  finder or  financial  advisor  retained by the
Lessor, the Agent or any Lender);



                                       37

<PAGE>



                  (e) the existence of any Lien on or with respect to any Leased
Property, the Construction,  any Basic Rent or Supplemental Rent, title thereto,
or any interest therein,  including any Liens which arise out of the possession,
use, occupancy,  construction, repair or rebuilding of any Leased Property or by
reason of labor or materials  furnished or claimed to have been furnished to the
Construction Agent, any Lessee, or any of its contractors or agents or by reason
of the  financing  of any  personalty  or  equipment  purchased or leased by any
Lessee or Alterations constructed by any Lessee;

                  (f)  the  transactions  contemplated  hereby  or by any  other
Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B
of Title I of ERISA and any prohibited  transaction described in Section 4975(c)
of the Code;

                  (g)  any  act or  omission  by DTD or  any  Lessee  under  any
Purchase Agreement or any other Operative Document,  or any breach by DTD or any
Lessee of any  requirement,  condition,  restriction  or limitation in any Deed,
Purchase Agreement, IDB Documentation or Ground Lease; or

                  (h)  any IDB Documentation;

provided, however, no Lessee shall be required to indemnify any Indemnitee under
this  Section 7.1 for any Claim to the extent that such Claim  results  from (i)
the willful misconduct or gross negligence of such Indemnitee or (ii) actions or
events  occurring  after the Lease has  terminated  and possession of the Leased
Properties  has been turned over to a Person  other than the Agent,  any Funding
Party, DTS or any Affiliate thereof;  and, provided,  further, that with respect
to each Construction  Land Interest,  each Lessee's  indemnity  obligations with
respect  to such  Leased  Property  shall  be  governed  by  Section  3.3 of the
Construction  Agency  Agreement  during the  Construction  Term therefor.  It is
expressly  understood  and agreed that the  indemnity  provided for herein shall
survive the expiration or termination  of, and shall be separate and independent
from any  other  remedy  under  this  Master  Agreement,  the Lease or any other
Operative Document.

         SECTION  7.2  Environmental  Indemnity.  In  addition  to  and  without
limitation of Section 7.1 or Section 3.3 of the Construction  Agency  Agreement,
each of DTD and each Lessee,  jointly and severally,  agrees to indemnify,  hold
harmless and defend each Indemnitee, on an After-Tax Basis, from and against any
and all claims  (including  without  limitation  third party claims for personal
injury or real or personal property  damage),  losses (including but not limited
to any loss of value  of any  Leased  Property),  damages,  liabilities,  fines,
penalties,  charges, suits,  settlements,  demands,  administrative and judicial
proceedings  (including  informal  proceedings and  investigations)  and orders,
judgments,  remedial action, requirements,  enforcement actions of any kind, and
all  reasonable  costs and expenses  actually  incurred in connection  therewith
(including,  but not limited to, reasonable  attorneys' and/or  paralegals' fees
and expenses),  including,  but not limited to, all costs incurred in connection
with  any  investigation  or  monitoring  of site  conditions  or any  clean-up,
remedial,  removal or restoration work by any federal, state or local government
agency, arising directly or indirectly, in whole or in part, out of



                                       38

<PAGE>



                  (i)  the  presence  on or  under  any  Land  of any  Hazardous
         Materials, or any releases or discharges of any Hazardous Materials on,
         under, from or onto any Land,

                  (ii)   any   activity,    including,    without    limitation,
         construction,  carried on or undertaken on or off any Land, and whether
         by a Lessee  or any  predecessor  in title  or any  employees,  agents,
         contractors or  subcontractors of a Lessee or any predecessor in title,
         or any  other  Person,  in  connection  with the  handling,  treatment,
         removal, storage,  decontamination,  clean-up, transport or disposal of
         any Hazardous  Materials  that at any time are located or present on or
         under or that at any time migrate,  flow, percolate,  diffuse or in any
         way move onto or under any Land,

                  (iii)  loss of or damage to any  property  or the  environment
         (including,   without  limitation,   clean-up  costs,  response  costs,
         remediation  and removal  costs,  cost of corrective  action,  costs of
         financial assurance, fines and penalties and natural resource damages),
         or death or injury to any Person, and all expenses  associated with the
         protection of wildlife, aquatic species,  vegetation,  flora and fauna,
         and any mitigative action required by or under  Environmental  Laws, in
         each case to the extent related to any Leased Property,

                  (iv)  any  claim  concerning  any  Leased  Property's  lack of
         compliance with  Environmental  Laws, or any act or omission causing an
         environmental  condition on or with respect to any Leased Property that
         requires remediation or would allow any governmental agency to record a
         lien or encumbrance on the land records, or

                  (v) any  residual  contamination  on or  under  any  Land,  or
         affecting any natural  resources on any Land, and to any  contamination
         of any property or natural  resources  arising in  connection  with the
         generation,  use, handling,  storage, transport or disposal of any such
         Hazardous  Materials  on or from  any  Leased  Property;  in each  case
         irrespective  of  whether  any of  such  activities  were  or  will  be
         undertaken in accordance with applicable laws,  regulations,  codes and
         ordinances;

in any case with respect to the matters  described in the foregoing  clauses (i)
through (v) that arise or occur

                  (w) prior to or during the Lease Term,

                  (x) at any time during which a Lessee or any Affiliate thereof
         owns any  interest in or  otherwise  occupies or  possesses  any Leased
         Property or any portion thereof, or

                  (y) during any period after and during the  continuance of any
         Event of Default until such time as possession of the Leased Properties
         has been  turned  over to a Person  other than the Agent,  any  Funding
         Party, DTS or any Affiliate thereof;




                                       39

<PAGE>



provided, however, no Lessee shall be required to indemnify any Indemnitee under
this  Section 7.2 for any Claim to the extent that such Claim  results  from the
willful  misconduct  or gross  negligence  of such  Indemnitee.  It is expressly
understood  and agreed that the indemnity  provided for herein shall survive the
expiration or  termination  of, and shall be separate and  independent  from any
other  remedy  under this  Master  Agreement,  the Lease or any other  Operative
Document.

         SECTION  7.3  Proceedings  in Respect of  Claims.  With  respect to any
amount that a Lessee is requested by an  Indemnitee  to pay by reason of Section
7.1 or 7.2, such  Indemnitee  shall, if so requested by such Lessee and prior to
any payment,  submit such  additional  information to such Lessee as such Lessee
may  reasonably  request and which is in the possession of, or under the control
of, such Indemnitee to substantiate  properly the requested payment. In case any
action,  suit or  proceeding  shall be  brought  against  any  Indemnitee,  such
Indemnitee promptly shall notify DTD of the commencement  thereof (provided that
the failure of such  Indemnitee to promptly notify DTD shall not affect DTD's or
any  Lessee's  obligation  to  indemnify  hereunder  except to the extent that a
Lessee's  rights to contest or defenses  otherwise  available to such Lessee are
materially  prejudiced by such failure),  and such Lessee shall be entitled,  at
its expense,  to participate in, and, to the extent that such Lessee desires to,
assume and control the defense thereof with counsel  reasonably  satisfactory to
such Indemnitee;  provided, however, that such Indemnitee may pursue a motion to
dismiss such  Indemnitee  from such action,  suit or proceeding  with counsel of
such Indemnitee's  choice at the Lessees'  expense;  and provided further that a
Lessee may assume and control the defense of such  proceeding  only if DTD shall
have  acknowledged  in  writing  its and  each  Lessee's  obligations  to  fully
indemnify such Indemnitee in respect of such action, suit or proceeding, Lessees
shall pay all  reasonable  costs and expenses  related to such  action,  suit or
proceeding  as and  when  incurred  and  the  related  Lessee  shall  keep  such
Indemnitee  fully  apprised of the status of such action suit or proceeding  and
shall provide such Indemnitee  with all information  with respect to such action
suit or proceeding as such Indemnitee shall reasonably  request;  and,  provided
further,  that no Lessee  shall be entitled to assume and control the defense of
any such  action,  suit or  proceeding  if and to the  extent  that,  (A) in the
reasonable  opinion of such  Indemnitee,  (x) such  action,  suit or  proceeding
involves any  possibility  of imposition  of criminal  liability or any material
risk of civil  liability on such  Indemnitee in excess of $5,000,000 or (y) such
action, suit or proceeding will involve a material risk of the sale,  forfeiture
or loss of, or the  creation of any Lien  (other  than a Permitted  Lien) on any
Leased  Property or any part thereof unless the related Lessee or DTD shall have
posted a bond or other  security  satisfactory  to the relevant  Indemnitees  in
respect to such risk or (z) the control of such action, suit or proceeding would
involve  an  actual or  potential  conflict  of  interest,  (B) such  proceeding
involves  Claims not fully  indemnified  by the Lessees which the related Lessee
and the Indemnitee have been unable to sever from the indemnified  claim(s),  or
(C) an Event of Default has  occurred  and is  continuing.  The  Indemnitee  may
participate  in a reasonable  manner at its own expense and with its own counsel
in any proceeding conducted by a Lessee in accordance with the foregoing.

         If a Lessee fails to fulfill the  conditions to such Lessee's  assuming
the defense of any claim after receiving  notice thereof on or prior to the date
that is fifteen (15) days prior to the



                                       40

<PAGE>



date that an answer or response is required,  the  Indemnitee may undertake such
defense,  at the Lessees' expense.  No Lessee shall enter into any settlement or
other  compromise  with  respect to any Claim in excess of  $1,000,000  which is
entitled to be  indemnified  under  Section 7.1 or 7.2 without the prior written
consent of the  related  Indemnitee,  which  consent  shall not be  unreasonably
withheld.  Unless an Event of Default shall have occurred and be continuing,  no
Indemnitee  shall enter into any settlement or other  compromise with respect to
any claim which is entitled to be  indemnified  under Section 7.1 or 7.2 without
the prior  written  consent  of DTD,  which  consent  shall not be  unreasonably
withheld,  unless  such  Indemnitee  waives  its right to be  indemnified  under
Section 7.1 or 7.2 with respect to such Claim.

         Upon  payment in full of any Claim by the  Lessees  pursuant to Section
7.1 or 7.2 to or on behalf of an  Indemnitee,  the Lessees,  without any further
action,  shall be subrogated to any and all claims that such Indemnitee may have
relating thereto (other than claims in respect of insurance policies  maintained
by such Indemnitee at its own expense),  and such Indemnitee  shall execute such
instruments  of assignment  and  conveyance,  evidence of claims and payment and
such other documents,  instruments and agreements as may be reasonably necessary
to preserve any such claims and  otherwise  cooperate  with the Lessees and give
such further  assurances as are reasonably  necessary or advisable to enable the
Lessees vigorously to pursue such claims.

         Any amount  payable to an  Indemnitee  pursuant  to Section  7.1 or 7.2
shall be paid to such  Indemnitee  promptly  upon,  but in no event  later  than
thirty  (30)  days  after,  receipt  of a  written  demand  therefor  from  such
Indemnitee,  accompanied by a written statement  describing in reasonable detail
the basis for such indemnity and the computation of the amount so payable.

         If for any reason the  indemnification  provided  for in Section 7.1 or
7.2 is  unavailable  to an Indemnitee or is  insufficient  to hold an Indemnitee
harmless,  then each of DTD and each Lessee  agrees to  contribute to the amount
paid or payable by such  Indemnitee as a result of such loss,  claim,  damage or
liability in such  proportion as is appropriate to reflect not only the relative
benefits  received by such Indemnitee on the one hand and by DTD and the Lessees
on the other hand but also the relative fault of such  Indemnitee as well as any
other relevant equitable  considerations.  It is expressly understood and agreed
that the right to contribution  provided for herein shall survive the expiration
or  termination of and shall be separate and  independent  from any other remedy
under this Master Agreement, the Lease or any other Operative Document.

         SECTION  7.4  General  Tax  Indemnity.  (a) Tax  Indemnity.  Except  as
otherwise provided in this Section 7.4, each of DTD and each Lessee, jointly and
severally,  shall  pay on an  After-Tax  Basis,  and  on  written  demand  shall
indemnify and hold each Tax  Indemnitee  harmless from and against,  any and all
fees  (including,  without  limitation,  documentation,  recording,  license and
registration  fees),  taxes  (including,   without  limitation,   income,  gross
receipts, sales, rental, use, turnover, value-added,  property, excise and stamp
taxes), levies,  imposts,  duties,  charges,  assessments or withholdings of any
nature  whatsoever,  together with any penalties,  fines or interest  thereon or
additions  thereto (any of the foregoing being referred to herein as "Taxes" and
individually as a "Tax" (for the purposes of this Section 7.4, the definition of
"Taxes"  includes  amounts imposed on, incurred by, or asserted against each Tax
Indemnitee as the result of any



                                       41

<PAGE>



prohibited  transaction,  within the  meaning of Section  406 or 407 of ERISA or
Section 4975(c) of the Code, arising out of the transactions contemplated hereby
or by any other  Operative  Document))  imposed  on or with  respect  to any Tax
Indemnitee,  any Lessee,  DTD, any Leased Property or any portion thereof or any
Land, or any sublessee or user thereof,  by the United States or by any state or
local  government  or other taxing  authority in the United States in connection
with  or in any way  relating  to (i) the  acquisition,  financing,  mortgaging,
construction,  preparation,  installation,  inspection,  delivery, non-delivery,
acceptance, rejection, purchase, ownership, possession, rental, lease, sublease,
maintenance,  repair, storage,  transfer of title,  redelivery,  use, operation,
condition,  sale,  return or other application or disposition of all or any part
of any Leased  Property  or the  imposition  of any Lien (or  incurrence  of any
liability  to  refund or pay over any  amount as a result of any Lien)  thereon,
(ii) Basic Rent or Supplemental Rent or the receipts or earnings arising from or
received  with  respect  to any  Leased  Property  or any part  thereof,  or any
interest  therein or any applications or dispositions  thereof,  (iii) any other
amount paid or payable  pursuant to the Notes or any other Operative  Documents,
(iv) any Leased  Property,  any Land or any part thereof or any interest therein
(including,  without  limitation,  all assessments  payable in respect  thereof,
including,  without  limitation,  all  assessments  noted on the  related  Title
Policy),  (v)  all or  any  of the  Operative  Documents,  any  other  documents
contemplated thereby, any amendments and supplements thereto, and (vi) otherwise
with  respect to or in  connection  with the  transactions  contemplated  by the
Operative Documents.

                  (b) Exclusions  from  General  Tax  Indemnity.  Section 7.4(a)
shall not apply to:

                           (i)  Taxes  on,  based  on,  or  measured  by or with
                  respect to net income of the Lessor, the Agent and the Lenders
                  (including,  without limitation,  minimum Taxes, capital gains
                  Taxes,  Taxes on or  measured  by items of tax  preference  or
                  alternative  minimum Taxes) other than (A) any such Taxes that
                  are, or are in the nature of, sales, use,  license,  rental or
                  property  Taxes,  and (B)  withholding  Taxes  imposed  by the
                  United States or any state in which Leased Property is located
                  (i) on  payments  with  respect  to the  Notes,  to the extent
                  imposed  by  reason of a change in  Applicable  Law  occurring
                  after the Initial  Closing Date or (ii) on Rent, to the extent
                  the net payment of Rent after  deduction  of such  withholding
                  Taxes  would  be less  than  amounts  currently  payable  with
                  respect to the Funded Amounts;

                           (ii) Taxes on doing business and business  privilege,
                  franchise,  capital,  capital stock, net worth, gross receipts
                  or similar  Taxes,  other than (A) any  increase in such Taxes
                  imposed on such Tax  Indemnitee  by any state in which  Leased
                  Property  is  located,  net  of any  decrease  in  such  taxes
                  realized by such Tax  Indemnitee,  to the extent that such tax
                  increase  would not have  occurred if on each Funding Date the
                  Lessor and the Lenders had  advanced  funds to a Lessee or the
                  Construction  Agent in the form of loans secured by the Leased
                  Property in an amount  equal to the Funded  Amounts  funded on
                  such Funding  Date,  with debt service for such loans equal to
                  the Basic Rent  payable on each  Payment  Date and a principal
                  balance at the  maturity of such loans in a total amount equal
                  to the Funded Amounts at the end of the Lease Term, or (B) any
                  Taxes that


                                       42

<PAGE>



                  are or are in the  nature of sales,  use,  rental,  license or
                  property Taxes relating to any Leased Property;

                           (iii)  Taxes that are based on, or  measured  by, the
                  fees or other  compensation  received  by a Person  acting  as
                  Agent (in its  individual  capacities) or any Affiliate of any
                  thereof for acting as trustee under the Loan Agreement;

                           (iv)  Taxes  that  result  from  any  act,  event  or
                  omission,  or are  attributable  to any  period of time,  that
                  occurs  after the earlier of (A) the  expiration  of the Lease
                  Term with respect to any Leased  Property  and, if such Leased
                  Property   is  required  to  be  returned  to  the  Lessor  in
                  accordance  with the Lease,  such return and (B) the discharge
                  in full of the Lessees'  obligations to pay the Lease Balance,
                  or any amount determined by reference thereto, with respect to
                  any Leased Property and all other amounts due under the Lease,
                  unless such Taxes relate to acts,  events or matters occurring
                  prior to the  earlier of such times or are  imposed on or with
                  respect  to any  payments  due under the  Operative  Documents
                  after such expiration or discharge;

                           (v) Taxes  imposed on a Tax  Indemnitee  that  result
                  from  any  voluntary  sale,  assignment,   transfer  or  other
                  disposition  or  bankruptcy  by  such  Tax  Indemnitee  or any
                  related Tax Indemnitee of any interest in any Leased  Property
                  or any part thereof,  or any interest  therein or any interest
                  or obligation arising under the Operative  Documents,  or from
                  any sale,  assignment,  transfer or other  disposition  of any
                  interest in such Tax Indemnitee or any related Tax Indemnitee,
                  it being  understood  that each of the following  shall not be
                  considered a voluntary sale: (A) any substitution, replacement
                  or removal of any of the Leased  Property by any  Lessee,  (B)
                  any sale or transfer resulting from the exercise by any Lessee
                  of any termination option, any purchase option or sale option,
                  (C) any sale or transfer  while an Event of Default shall have
                  occurred and be continuing  under the Lease,  and (D) any sale
                  or transfer  resulting from the Lessor's  exercise of remedies
                  under the Lease;

                           (vi) any Tax which is being  contested in  accordance
                  with the provisions of Section 7.4(c),  during the pendency of
                  such contest;

                           (vii) any Tax that is imposed on a Tax  Indemnitee as
                  a result of such Tax Indemnitee's  gross negligence or willful
                  misconduct (other than gross negligence or willful  misconduct
                  imputed  to  such  Tax  Indemnitee  solely  by  reason  of its
                  interest in any Leased Property);

                           (viii)  to the  extent  any  interest,  penalties  or
                  additions  to tax result in whole or in part from the  failure
                  of a Tax  Indemnitee  to file a return or pay a Tax that it is
                  required to file or pay in a proper and timely manner,  unless
                  such failure (A) results from the transactions contemplated by
                  the Operative  Documents in circumstances where Lessee did not
                  give timely  notice to such Tax  Indemnitee  of such filing or
                  payment  requirement  that would have  permitted  a proper and
                  timely filing of such return or



                                       43

<PAGE>



                  payment of such Tax, as the case may be, or (B)  results  from
                  the failure of Lessee to supply information  necessary for the
                  proper  and  timely  filing of such  return or payment of such
                  Tax,  as the case may be,  that was not in the  possession  of
                  such Tax Indemnitee; and

                           (ix) as to  Lessor,  any Tax  that  results  from the
                  breach by the Lessor of its  representation  and warranty made
                  in  Section  4.3(g)  or as to any  Lender  the  breach of such
                  Lender of its  representation  and  warranty  made in  Section
                  4.4(b).

                  (c)  Contests.  If any  claim  shall be made  against  any Tax
Indemnitee or if any  proceeding  shall be commenced  against any Tax Indemnitee
(including a written  notice of such  proceeding)  for any Taxes as to which the
Lessees may have an indemnity  obligation pursuant to Section 7.4, or if any Tax
Indemnitee  shall  determine  that any Taxes as to which the Lessees may have an
indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee
shall promptly notify DTD. DTD shall be entitled, at its expense, to participate
in,  and,  to the extent  that DTD  desires  to,  assume and control the defense
thereof; provided,  however, that DTD shall have acknowledged in writing its and
each Lessee's  obligation to fully  indemnify  such Tax Indemnitee in respect of
such action,  suit or proceeding if the contest is unsuccessful;  and,  provided
further, that DTD shall not be entitled to assume and control the defense of any
such action,  suit or proceeding (but the Tax Indemnitee shall then contest,  at
the  sole  cost  and  expense  of DTD and the  Lessees,  on  behalf  of DTD with
representatives reasonably satisfactory to DTD or a Lessee) if and to the extent
that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or
proceeding (x) involves any meaningful risk of imposition of criminal  liability
or any material risk of material  civil  liability on such Tax Indemnitee or (y)
will involve a material risk of the sale, forfeiture or loss of, or the creation
of any Lien  (other than a  Permitted  Lien) on any Leased  Property or any part
thereof  unless  DTD or a Lessee  shall  have  posted  a bond or other  security
satisfactory  to the relevant Tax  Indemnitees in respect to such risk, (B) such
proceeding  involves  Claims not fully  indemnified by the Lessees which DTD and
the Tax Indemnitee have been unable to sever from the indemnified claim(s),  (C)
an Event of Default has occurred  and is  continuing,  (D) such action,  suit or
proceeding  involves  matters  which  extend  beyond  or  are  unrelated  to the
Transaction and if determined  adversely could be materially  detrimental to the
interests of such Tax Indemnitee notwithstanding  indemnification by the Lessees
or (E) such action,  suit or proceeding involves the federal or any state income
tax liability of the Tax Indemnitee.  With respect to any contests controlled by
a Tax Indemnitee, (i) if such contest relates to the federal or any state income
tax liability of such Tax Indemnitee,  such Tax Indemnitee  shall be required to
conduct such contest only if DTD shall have  provided to such Tax  Indemnitee an
opinion of independent tax counsel selected by the Tax Indemnitee and reasonably
satisfactory to DTD stating that a reasonable basis exists to contest such claim
or (ii) in the case of an  appeal of an  adverse  determination  of any  contest
relating to any Taxes, an opinion of such counsel to the effect that such appeal
is more likely than not to be successful, provided, however, such Tax Indemnitee
shall in no event be required to appeal an adverse  determination  to the United
States Supreme Court. The Tax Indemnitee may participate in a reasonable  manner
at its own expense and with its own counsel in any  proceeding  conducted by DTD
in accordance with the foregoing.



                                       44

<PAGE>



         Each Tax Indemnitee  shall, at DTD's and the Lessees'  expense,  supply
DTD with such information and documents in such Tax  Indemnitee's  possession as
are  reasonably  requested  by DTD and are  necessary  or  advisable  for DTD to
participate  in any action,  suit or proceeding to the extent  permitted by this
Section 7.4.  Unless an Event of Default shall have occurred and be  continuing,
no Tax  Indemnitee  shall enter into any  settlement  or other  compromise  with
respect to any Claim which is entitled to be indemnified  under this Section 7.4
without  the  prior  written   consent  of  DTD,  which  consent  shall  not  be
unreasonably  withheld,  unless  such  Tax  Indemnitee  waives  its  right to be
indemnified under this Section 7.4 with respect to such Claim.

         Notwithstanding  anything  contained herein to the contrary,  (a) a Tax
Indemnitee  will not be required to contest  (and DTD shall not be  permitted to
contest except on its own behalf if it is subject  thereto) a claim with respect
to the  imposition  of any Tax if such Tax  Indemnitee  shall waive its right to
indemnification  under  this  Section  7.4 with  respect  to such claim (and any
related  claim  with  respect  to other  taxable  years the  contest of which is
precluded  as a  result  of such  waiver)  and (b) no Tax  Indemnitee  shall  be
required  to  contest  any claim if the  subject  matter  thereof  shall be of a
continuing nature and shall have previously been decided adversely, unless there
has been a  change  in law  which in the  opinion  of Tax  Indemnitee's  counsel
creates  substantial  authority  for the  success  of  such  contest.  Each  Tax
Indemnitee  and DTD shall  consult in good faith with each other  regarding  the
conduct of such contest controlled by either.

                  (d)  Reimbursement  for Tax Savings.  If (x) a Tax  Indemnitee
shall obtain a credit or refund of any Taxes paid by DTD or any Lessee  pursuant
to this Section 7.4 or (y) by reason of the  incurrence or imposition of any Tax
for which a Tax  Indemnitee is  indemnified  hereunder or any payment made to or
for the  account of such Tax  Indemnitee  by DTD or any Lessee  pursuant to this
Section 7.4,  such Tax  Indemnitee at any time realizes a reduction in any Taxes
for which the Lessees are not required to indemnify such Tax Indemnitee pursuant
to this  Section  7.4,  which  reduction  in Taxes was not taken into account in
computing  such  payment by DTD or any Lessee to or for the  account of such Tax
Indemnitee,  then such Tax Indemnitee  shall promptly pay to DTD (xx) the amount
of such credit or refund,  together with the amount of any interest  received by
such Tax  Indemnitee on account of such credit or refund or (yy) an amount equal
to such  reduction in Taxes,  as the case may be;  provided that no such payment
shall  be made so long  as an  Event  of  Default  shall  have  occurred  and be
continuing  (but shall be paid  promptly  after all Events of Default  have been
cured)  and,  provided,  further,  that  the  amount  payable  to DTD by any Tax
Indemnitee  pursuant  to this  Section  7.4(d)  shall not at any time exceed the
aggregate  amount of all  indemnity  payments  made by DTD and the Lessees under
this  Section 7.4 to such Tax  Indemnitee  with  respect to the Taxes which gave
rise to the  credit or refund or with  respect to the Tax which gave rise to the
reduction in Taxes less the amount of all prior payments made to DTD by such Tax
Indemnitee under this Section 7.4(d).  Each Tax Indemnitee agrees to act in good
faith to claim such  refunds and other  available  Tax  benefits,  and take such
other  actions as may be  reasonable to minimize any payment due from DTD or the
Lessees  pursuant to this  Section  7.4.  The  disallowance  or reduction of any
credit,  refund or other tax savings with respect to which a Tax  Indemnitee has
made a payment to DTD and the Lessees under this Section 7.4(d) shall be treated
as a Tax for which DTD and the  Lessees  are  obligated  to  indemnify  such Tax
Indemnitee hereunder without regard to Section 7.4(b) hereof.



                                       45

<PAGE>



                  (e)  Payments.  Any Tax  indemnifiable  under this Section 7.4
shall be paid by DTD or a Lessee  directly  when  due to the  applicable  taxing
authority if direct payment is practicable  and permitted.  If direct payment to
the applicable  taxing  authority is not permitted or is otherwise not made, any
amount payable to a Tax Indemnitee  pursuant to Section 7.4 shall be paid within
thirty  (30) days  after  receipt  of a written  demand  therefor  from such Tax
Indemnitee  accompanied by a written  statement  describing in reasonable detail
the amount so payable,  but not before the date that the relevant Taxes are due.
Any payments  made  pursuant to Section 7.4 shall be made to the Tax  Indemnitee
entitled  thereto or DTD, as the case may be, in immediately  available funds at
such bank or to such account as specified by the payee in written  directions to
the payor, or, if no such direction shall have been given, by check of the payor
payable  to the order of the payee by  certified  mail,  postage  prepaid at its
address  as set forth in this  Master  Agreement.  Upon the  request  of any Tax
Indemnitee  with  respect to a Tax that DTD and the Lessees are required to pay,
DTD shall furnish to such Tax  Indemnitee  the original or a certified copy of a
receipt  for DTD's or a Lessee's  payment of such Tax or such other  evidence of
payment as is reasonably acceptable to such Tax Indemnitee.

                  (f) Reports. If DTD or any Lessee knows of any report,  return
or statement  required to be filed with respect to any Taxes that are subject to
indemnification  under this Section 7.4,  such Lessee  shall,  if such Lessee is
permitted by Applicable Law, timely file such report,  return or statement (and,
to the extent permitted by law, show ownership of the applicable Leased Property
in such  Lessee);  provided,  however,  that if such Lessee is not  permitted by
Applicable Law or does not have access to the  information  required to file any
such  report,  return or  statement,  such  Lessee  will  promptly so notify the
appropriate Tax Indemnitee,  in which case Tax Indemnitee will file such report.
In any case in which the Tax  Indemnitee  will file any such  report,  return or
statement,   the  related  Lessee  shall,  upon  written  request  of  such  Tax
Indemnitee,  prepare  such report,  return or  statement  for filing by such Tax
Indemnitee or, if such Tax  Indemnitee so requests,  provide such Tax Indemnitee
with such information as is reasonably available to such Lessee.

                  (g)  Verification.   At  DTD's  request,  the  amount  of  any
indemnity payment by a Lessee or any payment by a Tax Indemnitee to DTD pursuant
to this Section 7.4 shall be verified and  certified  by an  independent  public
accounting firm selected by DTD and reasonably acceptable to the Tax Indemnitee.
Unless such verification shall disclose an error in DTD's favor of 5% or more of
the related indemnity payment,  the costs of such verification shall be borne by
DTD.  In no event  shall DTD or any  Lessee  have the  right to  review  the Tax
Indemnitee's tax returns or receive any other confidential  information from the
Tax Indemnitee in connection with such  verification.  The Tax Indemnitee agrees
to  cooperate  with  the  independent  public  accounting  firm  performing  the
verification and to supply such firm with all information  reasonably  necessary
to permit it to accomplish  such  verification,  provided  that the  information
provided to such firm by such Tax Indemnitee shall be for its confidential  use.
The  parties  agree  that  the sole  responsibility  of the  independent  public
accounting  firm  shall be to verify the  amount of a payment  pursuant  to this
Master Agreement and that matters of interpretation of this Master Agreement are
not within the scope of the independent accounting firm's responsibilities.




                                       46

<PAGE>



         SECTION 7.5 Increased Costs, etc.

                  (a) Illegality. Notwithstanding any other provision herein, if
any change in any  Requirement  of Law or in the  interpretation  or application
thereof shall make it unlawful for any Funding  Party to make or maintain  LIBOR
Advances as  contemplated by this Master  Agreement,  (a) the commitment of such
Funding Party  hereunder to continue  LIBOR  Advance as such and convert  Funded
Amounts to LIBOR  Advance  shall  forthwith  be  cancelled  and (b) such Funding
Party's  Funded  Amounts then  outstanding  as LIBOR  Advance,  if any, shall be
converted automatically to Base Rate Advances on the respective last days of the
then current  Rent  Periods  with respect to such Funded  Amounts or within such
earlier  period as required by law. If any such  conversion  of a LIBOR  Advance
occurs on a day which is not the last day of the then  current  Rent Period with
respect thereto, each of DTD and each Lessee,  jointly and severally,  shall pay
to such  Funding  Party such  amounts,  if any, as may be  required  pursuant to
Section 7.5(f).

                  (b)  Requirements  of  Law.  In the  event  that  Eurocurrency
Reserve  Requirements  or  any  change  in  any  Requirement  of  Law  or in the
interpretation  or  application  thereof or compliance by any Funding Party with
any  request  or  directive  (whether  or not  having the force of law) from any
central bank or other Governmental Authority made subsequent to the date hereof:

                           (i) shall subject any Funding Party to any tax of any
                  kind  whatsoever  with respect to this Master  Agreement,  any
                  Note or any LIBOR  Advance  made by it, or change the basis of
                  taxation of payments to such Funding Party in respect  thereof
                  (except  for taxes  covered by Section  7.5(d) and  changes in
                  franchise  taxes or the rate of tax on the  overall net income
                  of such Funding Party);

                           (ii)  shall  impose,  modify or hold  applicable  any
                  reserve,   special   deposit,   compulsory   loan  or  similar
                  requirement   against  assets  held  by,   deposits  or  other
                  liabilities in or for the account of, advances, loans or other
                  extensions of credit by, or any other acquisition of funds by,
                  any  office  of such  Funding  Party  which  is not  otherwise
                  included in the determination of the LIBOR Rate; or

                           (iii) shall  impose on such  Funding  Party any other
                  condition;  and  the  result  of any of  the  foregoing  is to
                  increase  the cost to such Funding  Party,  by an amount which
                  such Funding Party deems to be material, of making, converting
                  into,  continuing or  maintaining  LIBOR Advances or to reduce
                  any amount  receivable  hereunder in respect  thereof then, in
                  any  such  case,  each of DTD and  each  Lessee,  jointly  and
                  severally,  shall  promptly pay such Funding  Party,  upon its
                  demand,  any additional  amounts  necessary to compensate such
                  Funding  Party  for  such  increased  cost or  reduced  amount
                  receivable. If any Funding Party becomes entitled to claim any
                  additional  amounts  pursuant  to this  subsection,  it  shall
                  promptly  notify the DTD,  through the Agent,  of the event by
                  reason of which it has become so entitled. A certificate as to
                  any additional  amounts  payable  pursuant to this  subsection
                  submitted by such



                                       47

<PAGE>



                  Funding Party, through the Agent, to the DTD in good faith and
                  setting forth in  reasonable  detail the  calculation  of such
                  amounts shall be conclusive in the absence of manifest  error.
                  The  provisions  of  this  paragraph  (b)  shall  survive  the
                  termination  of this  Master  Agreement  and the Lease and the
                  payment of the Notes and all other  amounts  payable under the
                  Operative Documents.

                  (c) Capital  Adequacy.  In the event that any Funding Party or
corporation controlling such Funding Party shall have determined that any change
in any Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Funding Party or such corporation with
any request or directive  regarding  capital adequacy (whether or not having the
force of law) from any Governmental Authority made subsequent to the date hereof
does or shall have the  effect of  reducing  the rate of return on such  Funding
Party's capital as a consequence of its  obligations  hereunder to a level below
that  which  such  Funding  Party  could have  achieved  but for such  change or
compliance (taking into consideration such Funding Party's policies with respect
to capital  adequacy) by an amount  deemed by such Funding Party to be material,
then from time to time,  after submission by such Funding Party in good faith to
DTD (with a copy to the Agent) of a written  request  therefor  setting forth in
reasonable  detail  the  calculation  of such  amount  (which  request  shall be
conclusive  in the  absence of  manifest  error),  each of DTD and each  Lessee,
jointly and severally, shall pay to such Funding Party such additional amount or
amounts as will compensate such Funding Party for such reduction. The provisions
of this paragraph (c) shall survive the termination of this Master Agreement and
the Lease and the payment of the Notes and all other  amounts  payable under the
Operative Documents.

                  (d) Taxes.  Subject to Section 7.5(e),  all payments made by a
Lessee under the Lease and the other Operative  Documents shall be made free and
clear of, and without deduction or withholding for or on account of, any present
or future income, stamp or other taxes, levies, imposts,  duties, charges, fees,
deductions  or  withholdings,  now  or  hereafter  imposed,  levied,  collected,
withheld or assessed by any Governmental  Authority,  excluding,  in the case of
the Agent and each Funding Party,  net income taxes and franchise taxes (imposed
in lieu of net income taxes) imposed on the Agent or such Funding Party,  as the
case  may be,  as a  result  of a  present  or  former  connection  between  the
jurisdiction  of the  government or taxing  authority  imposing such tax and the
Agent or such Funding  Party  (excluding a  connection  arising  solely from the
Agent  or such  Funding  Party  having  executed,  delivered  or  performed  its
obligations or received a payment under, or enforced,  this Master  Agreement or
any other Operative  Document) or any political  subdivision or taxing authority
thereof  or therein  (all such  non-excluded  taxes,  levies,  imposts,  duties,
charges, fees, deductions and withholdings being hereinafter called "Withholding
Taxes").  If any Withholding  Taxes are required to be withheld from any amounts
payable to the Agent or any Funding Party hereunder or under any other Operative
Document,  the amounts so payable to the Agent or such Funding Party (so long as
such Funding Party is in compliance with Section 7.5(e),  as appropriate)  shall
be increased to the extent necessary to yield to the Agent or such Funding Party
(after  payment of all  Withholding  Taxes)  interest or any such other  amounts
payable  hereunder  at the rates or in the amounts  specified  in the  Operative
Documents. Whenever any Withholding Taxes are payable by a



                                       48

<PAGE>



Lessee,  as promptly as possible  thereafter such Lessee shall send to the Agent
for its own account or for the account of such  Funding  Party,  as the case may
be, a certified  copy of an original  official  receipt  received by such Lessee
showing payment thereof. If a Lessee fails to pay any Withholding Taxes when due
to the appropriate  taxing authority or fails to remit to the Agent the required
receipts or other required  documentary  evidence,  each of DTD and each Lessee,
jointly and severally, shall indemnify the Agent and the Funding Parties for any
incremental taxes, interest or penalties that may become payable by the Agent or
any  Funding  Party as a result  of any such  failure.  The  agreements  in this
subsection  shall survive the termination of this Master Agreement and the Lease
and the payment of the Notes and all other  amounts  payable under the Operative
Documents.

                  (e) Tax Forms.  Each Funding Party to this Master Agreement on
the Initial Closing Date that is not  incorporated  under the laws of the United
States of America or a state  thereof  agrees  that,  on or prior to the Initial
Closing Date, it will deliver to DTD and the Agent two duly completed  copies of
(i)  United  States  Internal  Revenue  Service  Form 1001 or 4224 or  successor
applicable  form, as the case may be, and (ii) an Internal  Revenue Service Form
W-8 or W-9 or successor  applicable form. Each such Funding Party also agrees to
deliver  to DTD and the Agent two  further  copies of the said Form 1001 or 4224
and  Form  W-8 or  W-9,  or  successor  applicable  forms  or  other  manner  of
certification,  as the case may be,  on or  before  the date  that any such form
expires or becomes  obsolete or after the  occurrence  of any event  requiring a
change in the most  recent  form  previously  delivered  by it to DTD,  and such
extensions  or renewals  thereof as may  reasonably  be  requested by DTD or the
Agent,  unless in any such case an event  (including,  without  limitation,  any
change in treaty, law or regulation) has occurred prior to the date on which any
such  delivery  would  otherwise  be  required  which  renders  all  such  forms
inapplicable  or which would prevent such Funding Party from duly completing and
delivering  any such form with respect to it and such  Funding  Party so advises
DTD and the Agent.  Such Funding  Party shall  certify (i) in the case of a Form
1001 or 4224,  that it is  entitled  to  receive  payments  under the  Operative
Documents  without  deduction or withholding of any United States federal income
taxes  and  (ii) in the  case of a Form W-8 or W-9,  that it is  entitled  to an
exemption from United States backup withholding tax.

                  (f) Breakage Costs.  Each of DTD and each Lessee,  jointly and
severally, agrees to indemnify each Funding Party and to hold each Funding Party
harmless  from any loss or expense which such Funding Party may sustain or incur
as a consequence of (a) default by a Lessee in payment when due of the principal
amount of or interest on any LIBOR Advance,  (b) default by a Lessee in making a
borrowing or conversion  after such Lessee or the  Construction  Agent has given
(or is deemed to have given) a notice in accordance with this Master  Agreement,
(c)  default by the  Construction  Agent or a Lessee in making a  borrowing  of,
conversion  into  or  continuation  of  LIBOR  Advances  after a  Lessee  or the
Construction Agent has given a notice requesting the same in accordance with the
provisions  of this  Master  Agreement,  (d)  default  by a Lessee in making any
prepayment  of LIBOR  Advances  after such Lessee has given a notice  thereof in
accordance with the provisions of the Operative Documents or (e) the making of a
prepayment,  payment or conversion,  of LIBOR Advances on a day which is not the
last day of a Rent Period with respect thereto,  including,  without limitation,
in each



                                       49

<PAGE>



case, any such loss (other than non-receipt of the Applicable Margin or, without
duplication,  anticipated  profits) or expense arising from the  reemployment of
funds  obtained by it or from fees payable to terminate  the deposits from which
such funds were obtained (it being  understood that any such calculation will be
made on notional  amounts as the Funding  Parties are not  required to show that
they matched deposits specifically).  A certificate as to any additional amounts
payable pursuant to this subsection submitted by such Funding Party, through the
Agent,  to DTD in good faith  shall be  conclusive  in the  absence of  manifest
error.  The  provisions of this  paragraph (f) shall survive the  termination of
this Master  Agreement  and the Lease and the payment of the Notes and all other
amounts payable under the Operative Documents.

                  (g) Action of Affected  Funding  Parties.  Each Funding  Party
agrees to use reasonable  efforts  (including  reasonable  efforts to change the
booking  office for its Loans) to avoid or minimize any  illegality  pursuant to
Section  7.5(a) or any amounts  which  might  otherwise  be payable  pursuant to
Section 7.5(c) or (d); provided,  however, that such efforts shall not cause the
imposition on such Funding Party of any additional  costs or legal or regulatory
burdens  deemed by such Funding  Party to be material and shall not be deemed by
such Funding Party to be otherwise  contrary to its policies.  In the event that
such  reasonable  efforts are  insufficient  to avoid all such illegality or all
amounts  that might be payable  pursuant  to  Section  7.5(c) or (d),  then such
Funding Party (the "Affected Funding Party") shall use its reasonable efforts to
transfer  to any other  Funding  Party  (which  itself  is not then an  Affected
Funding  Party) its Loans and  Commitment,  subject to the provisions of Section
6.2; provided,  however, that such transfer shall not be deemed by such Affected
Funding Party, in its sole discretion,  to be  disadvantageous to it or contrary
to its  policies.  In the event that the Affected  Funding  Party is unable,  or
otherwise  is  unwilling,  so to  transfer  its  Loans and  Commitment,  DTD may
designate an alternate lender  (reasonably  acceptable to the Agent) to purchase
the Affected Funding Party's Loans and Commitment,  at par and including accrued
interest,  and,  subject to the provisions of Section 6.2, the Affected  Funding
Party shall transfer its Commitment to such alternate  lender and such alternate
lender  shall  become a Funding  Party  hereunder.  Any fee payable to the Agent
pursuant  to  Section  6.2 in  connection  with such  transfer  shall be for the
account of DTD and the Lessees.

         SECTION 7.6 End of Term Indemnity.  In the event that at the end of the
Lease Term for the Leased  Properties:  (i) the related Lessee elects the option
set forth in Section 14.6 of the Lease,  and (ii) after the Lessor  receives the
sales  proceeds  from the Leased  Properties  under  Section 14.6 or 14.7 of the
Lease,  together with Lessees' payment of the Recourse  Deficiency  Amount,  the
Lessor shall not have received the entire Lease  Balance,  then,  within 90 days
after the end of the Lease Term, the Lessor or the Agent may obtain, at Lessees'
sole cost and expense,  a report from the Appraiser (or, if the Appraiser is not
available, another appraiser reasonably satisfactory to the Lessor or the Agent,
as the case may be, and approved by DTD,  such  approval not to be  unreasonably
withheld) in form and substance  reasonably  satisfactory  to the Lessor and the
Agent (the  "Report")  to  establish  the reason for any decline in value of the
Leased  Properties from the Lease Balance.  The Lessees,  jointly and severally,
shall  promptly  reimburse  the Lessor for the amount  equal to such  decline in
value to the extent that the Report indicates that such decline was due to



                                       50

<PAGE>



                  (v) during the time while any property was a Leased  Property,
         extraordinary  use,  failure to  maintain,  to repair,  to restore,  to
         rebuild or to  replace,  failure to comply  with all  Applicable  Laws,
         failure to use good  workmanship  with respect to work performed  after
         the  Closing   Date  related  to  such  Leased   Property,   method  of
         installation   or  removal  or  maintenance,   repair,   rebuilding  or
         replacement,  or any other  cause or  condition  within  the power of a
         Lessee to control or effect  resulting in the Building failing to be of
         the type and quality  contemplated by the Appraisal  (excepting in each
         case ordinary wear and tear), or

                  (w) any  Alteration made to, or any  rebuilding of, any Leased
         Property or any part thereof by any Lessee, or

                  (x) any restoration or rebuilding carried out by any Lessee or
         any  condemnation  of any  portion of any Leased  Property  pursuant to
         Article X of the Lease, or

                  (y) any use of any Leased  Property or any part thereof by any
         Lessee  other than as  permitted  by the Lease,  or any act or omission
         constituting  a breach of any  requirement,  condition,  restriction or
         limitation  set  forth  in the  related  Deed or the  related  Purchase
         Agreement, or

                  (z) the existence or compliance with any IDB Documentation.

                                  ARTICLE VIII.
                                  MISCELLANEOUS

         SECTION 8.1 Survival of Agreements.  The  representations,  warranties,
covenants,  indemnities  and  agreements  of  the  parties  provided  for in the
Operative  Documents,  and the parties'  obligations  under any and all thereof,
shall survive the execution and delivery of this Master Agreement and any of the
Operative  Documents,  the transfer of any Land to the Lessor as provided herein
(and shall not be merged into any Deed),  any disposition of any interest of the
Lessor in any Leased  Property,  the  purchase  and sale of the  Notes,  payment
therefor  and any  disposition  thereof  and  shall be and  continue  in  effect
notwithstanding  any  investigation  made by any  party  hereto or to any of the
other Operative  Documents and the fact that any such party may waive compliance
with any of the other terms,  provisions  or  conditions of any of the Operative
Documents.

         SECTION 8.2 Notices.  Unless otherwise  specified herein,  all notices,
requests,  demands or other  communications  to or upon the  respective  parties
hereto shall be addressed to such parties at the addresses therefor as set forth
in Schedule  8.2, or such other  address as any such party shall  specify to the
other  parties  hereto,  and shall be deemed to have been given (i) the Business
Day after being sent, if sent by overnight  courier  service;  (ii) the Business
Day received, if sent by messenger; (iii) the day sent, if sent by facsimile and
confirmed  electronically  or otherwise  during business hours of a Business Day
(or on the next Business



                                       51

<PAGE>



Day if otherwise sent by facsimile and confirmed  electronically  or otherwise);
or (iv) three Business Days after being sent, if sent by registered or certified
mail, postage prepaid.

         SECTION 8.3 Counterparts.  This Master Agreement may be executed by the
parties hereto in separate counterparts (including by facsimile),  each of which
when so executed and delivered shall be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

         SECTION 8.4  Amendments.  No  Operative  Document  nor any of the terms
thereof  may be  terminated,  amended,  supplemented,  waived or  modified  with
respect to DTD,  any Lessee or any  Funding  Party,  except (a) in the case of a
termination,  amendment, supplement, waiver or modification to be binding on the
Lessees,  with the written agreement or consent of DTD, and (b) in the case of a
termination,  amendment, supplement, waiver or modification to be binding on the
Funding Parties,  with the written  agreement or consent of the Required Funding
Parties; provided, however, that

                  (x) notwithstanding  the foregoing  provisions of this Section
8.4 or clause (y) below,  the consent of each  Funding  Party  affected  thereby
shall be required for any amendment, modification or waiver directly:

                           (i) modifying  any of the  provisions of this Section
                  8.4,  changing the definition of "Required Funding Parties" or
                  "Required  Lenders",  or  increasing  the  Commitment  of such
                  Funding Party;

                           (ii) amending,  modifying,  waiving or  supplementing
                  any of the  provisions  of Section 3 of the Loan  Agreement or
                  the  representations  of such Funding  Party in Section 4.2 or
                  4.3 or the  covenants  of such  Funding  Party in Section 6 of
                  this Master Agreement;

                           (iii)  reducing  any amount  payable to such  Funding
                  Party under the Operative  Documents or extending the time for
                  payment of any such amount, including, without limitation, any
                  Rent, any Funded Amount,  any fees, any indemnity,  any Leased
                  Property  Balance,   the  Lease  Balance,  any  Funding  Party
                  Balance, the Recourse Deficiency Amount, interest or Yield; or

                           (iv) consenting to any assignment of the Lease or the
                  extension of the Lease Term,  releasing any of the  collateral
                  assigned to the Agent and the Lenders pursuant to any Mortgage
                  and any Assignment of Lease and Rents (but excluding a release
                  of any  rights  that  the  Lenders  may  have  in  any  Leased
                  Property,  or the  proceeds  thereof  as  contemplated  in the
                  definition of "Release  Date"),  releasing any Lessee from its
                  obligations  in respect of the  payments of Rent and the Lease
                  Balance,   releasing  DTD  from  its  obligations   under  the
                  Operative Documents or changing the absolute and unconditional
                  character of any such obligation; and




                                       52

<PAGE>



                  (y) no such  termination,  amendment,  supplement,  waiver  or
modification shall,  without the written agreement or consent of the Lessor, the
Agent and the Required Lenders,  be made to the Lease or any Security  Agreement
and Assignment; and

                  (z) subject to the  foregoing  clauses (x) and (y), so long as
no Event of Default has occurred and is  continuing,  the Lessor,  the Agent and
the  Lenders  may not amend,  supplement,  waive or modify any terms of the Loan
Agreement,  the Notes,  the  Mortgages  and the  Assignments  of Lease and Rents
without the  consent of DTD (such  consent  not to be  unreasonably  withheld or
delayed);  provided that in no event may any Operative Document be amended so as
to increase the  obligations of DTD or any Lessee,  or deprive DTD or any Lessee
of any rights thereunder, without the written consent of DTD.

         SECTION 8.5  Headings,  etc.  The Table of Contents and headings of the
various  Articles and Sections of this Master  Agreement are for  convenience of
reference only and shall not modify, define, expand or limit any of the terms or
provisions hereof.

         SECTION 8.6 Parties in Interest.  Except as expressly  provided herein,
none of the  provisions of this Master  Agreement is intended for the benefit of
any  Person  except  the  parties  hereto and their  respective  successors  and
permitted assigns.

         SECTION 8.7 GOVERNING LAW. THIS MASTER AGREEMENT HAS BEEN DELIVERED IN,
AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE
LAWS OF THE STATE OF GEORGIA  APPLICABLE TO AGREEMENTS  MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE, INCLUDING ALL MATTERS OF CONSTRUCTION,  VALIDITY AND
PERFORMANCE.

         SECTION  8.8  Expenses.   Whether  or  not  the   transactions   herein
contemplated  are  consummated,  each  of  DTD  and  the  Lessees,  jointly  and
severally,  agrees to pay, as  Supplemental  Rent,  all actual,  reasonable  and
documented  out-of-pocket  costs and  expenses of the Lessor,  the Agent and the
Lenders in  connection  with the  preparation,  execution  and  delivery  of the
Operative  Documents and the documents and  instruments  referred to therein and
any  amendment,   waiver  or  consent  relating  thereto   (including,   without
limitation,  the reasonable fees and disbursements of Mayer,  Brown & Platt, but
not  including  any  fees  and  disbursements  for  any  other  outside  counsel
representing  any  Lender)  and of the  Lessor,  the  Agent and the  Lenders  in
connection with endeavoring to enforce the Operative Documents and the documents
and  instruments  referred  to  therein  (including,   without  limitation,  the
reasonable fees actually  incurred and  disbursements of counsel for the Lessor,
the Agent and the Lenders),  unless such enforcement action is finally denied by
a court on the merits. All references in the Operative  Documents to "attorneys'
fees" or  "reasonable  attorneys  fees" shall mean  reasonable  attorneys'  fees
actually incurred, without regard to any statutory definition thereof.

         SECTION 8.9  Severability.  Any provision of this Master Agreement that
is  prohibited  or  unenforceable   in  any  jurisdiction   shall,  as  to  such
jurisdiction, be ineffective to the extent of such



                                       53

<PAGE>



prohibition or unenforceability  without  invalidating the remaining  provisions
hereof, and any such prohibition or  unenforceability  in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

         SECTION 8.10 Liabilities of the Funding  Parties:  Sharing of Payments.

                  (a) No Funding Party shall  have any  obligation to any  other
Funding Party or to the Guarantor or any Lessee with respect to the transactions
contemplated by the Operative Documents except those obligations of such Funding
Party  expressly set forth in the Operative  Documents or except as set forth in
the instruments delivered in connection therewith, and no Funding Party shall be
liable  for  performance  by any  other  party  hereto  of  such  other  party's
obligations  under the Operative  Documents except as otherwise so set forth. No
Lender shall have any obligation or duty to DTD or any Lessee, any other Funding
Parties or any other Person with respect to the transactions contemplated hereby
except to the extent of the obligations  and duties  expressly set forth in this
Master Agreement or the Loan Agreement.

                  (b) If any  Funding  Party  shall  obtain any payment (whether
voluntary  or  involuntary,  or through the  exercise of any right of set-off or
otherwise)  on account of the Advances made by it in excess of its ratable share
of payments on account of the Advances obtained by all the Funding Parties, such
Funding  Parties shall  forthwith  purchase from the other Funding  Parties such
participations  in the Advances owed to them as shall be necessary to cause such
purchasing  Funding Party to share the excess payment ratably with each of them,
provided,  however,  that  if all or any  portion  of  such  excess  payment  is
thereafter recovered from such purchasing Funding Party, such purchase from each
Funding  Party  shall be  rescinded  and such  Funding  Party shall repay to the
purchasing  Funding  Party the  purchase  price to the  extent  of such  Funding
Party's  ratable  share  (according  to the  proportion of (i) the amount of the
participation  purchased  from such  Funding  Party as a result  of such  excess
payment  to (ii) the  total  amount of such  excess  payment)  of such  recovery
together with an amount equal to such Funding Party's  ratable share  (according
to the proportion of (i) the amount of such Funding Party's  required  repayment
to (ii) the total amount so recovered from the purchasing  Funding Party) of any
interest or other  amount  paid or payable by the  purchasing  Funding  Party in
respect of the total amount so  recovered.  Each  Funding  Party agrees that any
Funding Party so purchasing a participation  from another Funding Party pursuant
to this Section 8.10 may, to the fullest extent  permitted by law,  exercise all
its rights of payment  (including  the right of  set-off)  with  respect to such
participation as fully as if such Funding Party were the direct creditor of such
Funding Party in the amount of such participation.

         SECTION 8.11  Submission to  Jurisdiction;  Waivers.  Each party hereto
hereby irrevocably and unconditionally:

                  (i) submits for itself and its property in any legal action or
         proceeding  relating to this Master  Agreement  or any other  Operative
         Document, or for recognition and enforcement of any judgment in respect
         thereof, to the non-exclusive general jurisdiction of the Courts of the
         State of Georgia sitting in Fulton County, the courts of the United



                                       54

<PAGE>



         States of America for  the Northern District of  Georgia, and appellate
         courts from any thereof;

                  (ii)  consents  that any such  action  or  proceedings  may be
         brought to such  courts,  and waives any  objection  that it may now or
         hereafter  have to the venue of any such  action or  proceeding  in any
         court or that such action or proceeding was brought in an  inconvenient
         court and agrees not to plead or claim the same; and

                  (iii)  agrees that  nothing  herein  shall affect the right to
         effect service of process in any manner permitted by law.

         EACH PARTY HERETO HEREBY  IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
BY JURY  IN ANY  LEGAL  PROCEEDING  ARISING  OUT OF OR  RELATED  TO THIS  MASTER
AGREEMENT, ANY OTHER OPERATIVE DOCUMENT OR ANY OF THE TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY.

         SECTION 8.12  Liabilities  of the Agent.  The Agent shall have no duty,
liability or  obligation to any party to this Master  Agreement  with respect to
the  transactions  contemplated  hereby  except  those  duties,  liabilities  or
obligations  expressly set forth in this Master Agreement or the Loan Agreement,
and any such duty,  liability or  obligations of the Agent shall be as expressly
limited by this Master Agreement or the Loan Agreement,  as the case may be. All
parties to this Master Agreement acknowledge that the Agent is not, and will not
be,  performing  any due  diligence  with respect to documents  and  information
received  pursuant to this Master  Agreement  or any other  Operative  Agreement
including,  without limitation, any Environmental Audit, Title Policy or survey.
The  acceptance  by the  Agent of any such  document  or  information  shall not
constitute a waiver by any Funding  Party of any  representation  or warranty of
DTD or any Lessee even if such document or  information  indicates that any such
representation or warranty is untrue.



                                       55

<PAGE>



         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Master
Agreement  to be duly  executed  by their  respective  officers  thereunto  duly
authorized as of the day and year first above written.

                                      DOLLAR TREE STORES, INC., as Guarantor


                                      By:  /s/ Frederick C. Coble
                                      Name Printed: Frederick C. Coble
                                      Title: Senior Vice President, CFO


                                      DOLLAR TREE DISTRIBUTION, INC., as a
                                      Lessee


                                      By: /s/ Frederick C. Coble
                                      Name Printed: Frederick C. Coble
                                      Title: Senior Vice President, CFO

                                                                          MASTER
                                                                       AGREEMENT


                                       S-1

<PAGE>



                                      ATLANTIC FINANCIAL GROUP, LTD., as
                                      Lessor

                                      By: Atlantic Financial Managers, Inc., its
                                      General Partner


                                      By:  /s/ Stephen Brookshire
                                      Name Printed: Stephen Brookshire
                                      Title: President

                                                                          MASTER
                                                                       AGREEMENT


                                       S-2

<PAGE>



                                      CRESTAR BANK, as Agent and as a Lender


                                      By:  /s/ Bruce W. Nave
                                      Name Printed: Bruce W. Nave
                                      Title: Sr. Vice President

                                                                          MASTER
                                                                       AGREEMENT


                                       S-3