After recordation, this instrument should be returned to:

Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois  60603
Attention: Rex Palmer





                             MASTER LEASE AGREEMENT

                          Dated as of January 13, 2000

                                     between


                   ATLANTIC FINANCIAL GROUP, LTD., as Lessor,


                                       and


          DOLLAR TREE DISTRIBUTION, INC. AND CERTAIN OTHER SUBSIDIARIES
                     OF DOLLAR TREE STORES, INC., as Lessees

                   -------------------------------------------









<PAGE>




                                                 TABLE OF CONTENTS
                                                 (Lease Agreement)
                                                                           Page

ARTICLE I.     DEFINITIONS.................................................. 1

ARTICLE II.    LEASE OF LEASED PROPERTY..................................... 1
        2.1    Acceptance and Lease of Property............................. 1
        2.2    Acceptance Procedure......................................... 2

ARTICLE III.   RENT......................................................... 2
        3.1    Basic Rent................................................... 2
        3.2    Supplemental Rent............................................ 2
        3.3    Method of Payment............................................ 3
        3.4    Late Payment................................................. 3
        3.5    Net Lease; No Setoff, Etc.................................... 3
        3.6    Certain Taxes................................................ 4
        3.7    Utility Charges.............................................. 5

ARTICLE IV.    WAIVERS...................................................... 5

ARTICLE V.     LIENS; EASEMENTS; PARTIAL CONVEYANCES........................ 6

ARTICLE VI.    MAINTENANCE AND REPAIR;
               ALTERATIONS, MODIFICATIONS AND ADDITIONS..................... 7
        6.1    Maintenance and Repair; Compliance With Law.................. 7
        6.2    Alterations.................................................. 8
        6.3    Title to Alterations......................................... 8

ARTICLE VII.   USE.......................................................... 8

ARTICLE VIII.  INSURANCE.................................................... 8

ARTICLE IX.    ASSIGNMENT AND SUBLEASING................................... 10

ARTICLE X.     LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE................... 10
        10.1   Event of Loss............................................... 10
        10.2   Event of Taking............................................. 11
        10.3   Casualty.................................................... 11
        10.4   Condemnation................................................ 12
        10.5   Verification of Restoration and Rebuilding.................. 12
        10.6   Application of Payments..................................... 12
        10.7   Prosecution of Awards....................................... 13



                                       (i)

<PAGE>



        10.8   Application of Certain Payments Not Relating
               to an Event of Taking....................................... 13
        10.9   Other Dispositions.......................................... 14
        10.10  No Rent Abatement........................................... 14

ARTICLE XI.    INTEREST CONVEYED TO LESSEES................................ 14

ARTICLE XII.   EVENTS OF DEFAULT........................................... 15

ARTICLE XIII.  ENFORCEMENT................................................. 17
        13.1   Remedies.................................................... 17
        13.2   Remedies Cumulative; No Waiver; Consents.................... 19
        13.3   Purchase Upon an Event of Default........................... 19

ARTICLE XIV.   SALE, RETURN OR PURCHASE OF LEASED PROPERTY;
               RENEWAL .................................................... 20
        14.1   Lessee's Option to Purchase................................. 20
        14.2   Conveyance to Lessee........................................ 20
        14.3   Acceleration of Purchase Obligation......................... 21
        14.4   Determination of Purchase Price............................. 21
        14.5   Purchase Procedure.......................................... 21
        14.6   Option to Remarket.......................................... 22
        14.7   Rejection of Sale........................................... 24
        14.8   Return of Leased Property................................... 25
        14.9   Renewal..................................................... 25
        14.10  Environmental Report........................................ 25

ARTICLE XV.    LESSEE'S EQUIPMENT.......................................... 26

ARTICLE XVI.   RIGHT TO PERFORM FOR LESSEE................................. 26

ARTICLE XVII.  MISCELLANEOUS............................................... 27
        17.1   Reports..................................................... 27
        17.2   Binding Effect; Successors and Assigns; Survival............ 27
        17.3   Quiet Enjoyment............................................. 27
        17.4   Notices..................................................... 27
        17.5   Severability................................................ 28
        17.6   Amendment; Complete Agreements.............................. 28
        17.7   Construction................................................ 29
        17.8   Headings.................................................... 29
        17.9   Counterparts................................................ 29
        17.10  GOVERNING LAW............................................... 29
        17.11  Discharge of Lessee's Obligations by its
               Subsidiaries or Affiliates.................................. 29
        17.12  Liability of Lessor Limited................................. 29
        17.13  Estoppel Certificates....................................... 30



                                      (ii)

<PAGE>



        17.14  No Joint Venture............................................ 30
        17.15  No Accord and Satisfaction.................................. 30
        17.16  No Merger................................................... 30
        17.17  Survival.................................................... 31
        17.18  Chattel Paper............................................... 31
        17.19  Time of Essence............................................. 31
        17.20  Recordation of Lease........................................ 31
        17.21  Investment of Security Funds................................ 31
        17.22  Ground Leases............................................... 32
        17.23  Land and Building........................................... 32
        17.24  Joint and Several........................................... 32
        17.25  Construction Land Interests................................. 32
        17.26  IDB Documentation........................................... 33


APPENDICES AND EXHIBITS

APPENDIX A     Defined Terms

EXHIBIT A      Lease Supplement





                                      (iii)

<PAGE>



         THIS  MASTER  LEASE   AGREEMENT  (as  from  time  to  time  amended  or
supplemented,  this  "Lease"),  dated as of January 13, 2000, is among  ATLANTIC
FINANCIAL GROUP, LTD., a Texas limited partnership (together with its successors
and assigns hereunder,  the "Lessor"),  as Lessor, and DOLLAR TREE DISTRIBUTION,
INC., a Virginia  corporation,  and certain  other  Subsidiaries  of Dollar Tree
Stores,  Inc.  hereafter parties hereto  (individually,  with its successors and
permitted assigns hereunder,  each a "Lessee" and collectively,  the "Lessees"),
as Lessees.


                              PRELIMINARY STATEMENT

         A. Lessor will purchase,  or acquire a leasehold  interest in, from one
or more third parties  designated by the Construction  Agent, on a Closing Date,
certain  parcels of real  property to be  specified by the  Construction  Agent,
together with any improvements thereon.

         B. Lessor  desires to lease to each Lessee,  and each Lessee desires to
lease  from  Lessor,  certain  of such  properties  as  described  on the  Lease
Supplement(s) to which such Lessee is a party.

         C. If applicable, the Construction Agent will construct, or cause to be
constructed,  certain  improvements  on such parcels of real  property  which as
constructed will be the property of Lessor and will become part of such property
subject to the terms of this Lease.

         In  consideration of the mutual  agreements  herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, Lessor
and Lessees hereby agree as follows:


                                   ARTICLE I.
                                   DEFINITIONS

         Terms used herein and not  otherwise  defined  shall have the  meanings
assigned thereto in Appendix A hereto for all purposes hereof.


                                   ARTICLE II.
                            LEASE OF LEASED PROPERTY

         Section 2.1 Acceptance and Lease of Property.  On each Closing Date for
Land, Lessor,  subject to the satisfaction or waiver of the conditions set forth
in Section 3 of the Master  Agreement,  hereby agrees to accept delivery on such
Closing  Date of such  Land  pursuant  to the  terms  of the  Master  Agreement,
together with any Building or other improvements  thereon, and simultaneously to
lease to the related Lessee hereunder for the Lease Term,  Lessor's  interest in
such Land and in such Building or other improvements,



                                        1

<PAGE>



together with any Building which thereafter may be constructed  thereon pursuant
to the  Construction  Agency  Agreement,  and such related Lessee hereby agrees,
expressly for the direct benefit of Lessor,  commencing on such Closing Date for
the Lease  Term,  to lease  from  Lessor  Lessor's  interest  in such Land to be
delivered on such Closing Date,  together  with,  in the case of Land,  Lessor's
interest in any Building and other improvements  thereon or which thereafter may
be constructed thereon pursuant to the Construction Agency Agreement.

         Section 2.2 Acceptance Procedure.  Lessor hereby authorizes one or more
employees  of the  related  Lessee,  to be  designated  by such  Lessee,  as the
authorized  representative  or  representatives  of Lessor to accept delivery on
behalf of Lessor of that Leased  Property  identified on the applicable  Funding
Request.  Each Lessee  hereby  agrees that such  acceptance  of delivery by such
authorized  representative or representatives  and the execution and delivery by
such Lessee on each Closing Date for property to be leased  hereunder of a Lease
Supplement  in  substantially  the  form  of  Exhibit  A  hereto  (appropriately
completed) shall, without further act, constitute the irrevocable  acceptance by
such  Lessee  of that  Leased  Property  which is the  subject  thereof  for all
purposes of this Lease and the other Operative  Documents on the terms set forth
therein and herein, and that such Leased Property, together with, in the case of
Land, any Building or other  improvements  thereon or to be constructed  thereon
pursuant to the Construction Agency Agreement, shall be deemed to be included in
the  leasehold  estate  of this  Lease  and  shall be  subject  to the terms and
conditions of this Lease as of such Closing  Date.  The demise and lease of each
Building pursuant to this Section 2.2 shall include any additional right,  title
or interest in such  Building  which may at any time be acquired by Lessor,  the
intent  being  that all  right,  title  and  interest  of  Lessor in and to such
Building  shall  at all  times be  demised  and  leased  to the  related  Lessee
hereunder.


                                  ARTICLE III.
                                      RENT

         Section 3.1 Basic Rent.  Beginning with and including the first Payment
Date  occurring  after the Initial  Closing  Date,  each Lessee shall pay to the
Agent the Basic Rent for the Leased Properties  subject to a Lease Supplement to
which  such  Lessee is a party,  in  installments,  payable  in  arrears on each
Payment  Date  during the Lease  Term,  subject to Section  2.3(c) of the Master
Agreement.

         Section 3.2  Supplemental  Rent. Each Lessee shall pay to the Agent, or
to whomever  shall be entitled  thereto as expressly  provided  herein or in any
other Operative  Document,  any and all  Supplemental  Rent on the date the same
shall become due and payable and in the event of any failure on the part of such
Lessee to pay any Supplemental Rent, the Agent shall have all rights, powers and
remedies  provided for herein or by law or in equity or otherwise in the case of
nonpayment  of Basic Rent.  All  Supplemental  Rent to be paid  pursuant to this
Section 3.2 shall be payable in the type of funds and in the manner set forth in
Section 3.3.




                                        2

<PAGE>



         Section 3.3 Method of  Payment.  Basic Rent shall be paid to the Agent,
and Supplemental Rent (including  amounts due under Article XIV hereof) shall be
paid to the Agent (or to such  Person as may be  entitled  thereto)  or, in each
case,  to such  Person as the Agent (or such  other  Person)  shall  specify  in
writing  to the  related  Lessee,  and at such place as the Agent (or such other
Person)  shall  specify in writing to the related  Lessee.  Each payment of Rent
(including payments under Article XIV hereof) shall be made by the Lessees prior
to 12:00  p.m.  (noon)  Atlanta,  Georgia  time at the place of payment in funds
consisting  of lawful  currency of the United  States of America  which shall be
immediately  available on the  scheduled  date when such  payment  shall be due,
unless  such  scheduled  date  shall not be a Business  Day,  in which case such
payment shall be made on the next succeeding  Business Day. The Agent agrees, at
a Lessee's  request,  to arrange for automated  clearing  house debits from such
Lessee's accounts for payments due hereunder.

         Section  3.4 Late  Payment.  If any Basic Rent shall not be paid on the
date when due, the related Lessee shall pay to the Agent, as Supplemental  Rent,
interest (to the maximum  extent  permitted by law) on such overdue  amount from
and  including the due date thereof to but excluding the Business Day of payment
thereof at the Overdue Rate.

         Section 3.5 Net Lease;  No Setoff,  Etc.  This Lease is a net lease and
notwithstanding  any other  provision  of this Lease,  each Lessee shall pay all
Basic Rent and Supplemental Rent, and all costs, charges,  assessments and other
expenses  foreseen or unforeseen,  for which such Lessee or any Indemnitee is or
shall  become  liable by reason of such  Lessee's or such  Indemnitee's  estate,
right, title or interest in the Leased Properties, or that are connected with or
arise out of the acquisition  (except the initial costs of purchase by Lessor of
its interest in any Leased  Property,  which costs,  subject to the terms of the
Master Agreement,  shall be funded by the Funding Parties pursuant to the Master
Agreement),  construction  (except  costs to be funded  under  the  Construction
Agency  Agreement),  installation,   possession,  use,  occupancy,  maintenance,
ownership,  leasing,  repairs  and  rebuilding  of, or  addition  to, the Leased
Properties or any portion thereof,  and any other amounts payable  hereunder and
under the other Operative Documents without counterclaim,  setoff,  deduction or
defense and without abatement,  suspension,  deferment, diminution or reduction,
and each Lessee's  obligation to pay all such amounts throughout the Lease Term,
including the Construction Term, is absolute and unconditional.  The obligations
and liabilities of each Lessee hereunder shall in no way be released, discharged
or otherwise  affected for any reason,  including  without  limitation:  (a) any
defect in the condition, merchantability,  design, quality or fitness for use of
any Leased  Property or any part thereof,  or the failure of any Leased Property
to comply with all Applicable Law,  including any inability to occupy or use any
Leased  Property by reason of such  non-compliance;  (b) any damage to, removal,
abandonment,  salvage,  loss,  contamination  of or Release  from,  scrapping or
destruction of or any  requisition or taking of any Leased  Property or any part
thereof; (c) any restriction,  prevention or curtailment of or interference with
any use of any Leased Property or any part thereof including  eviction;  (d) any
defect in title to or rights to any Leased Property or any Lien on such title or
rights or on any Leased Property; (e) any change, waiver, extension,



                                        3

<PAGE>



indulgence or other action or omission or breach in respect of any obligation or
liability  of or by  Lessor,  the  Agent  or any  Lender;  (f)  any  bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or
other like proceedings relating to any Lessee,  Lessor, any Lender, the Agent or
any other Person,  or any action taken with respect to this Lease by any trustee
or receiver of any Lessee,  Lessor,  any Lender, the Agent, any Ground Lessor or
any other Person,  or by any court, in any such  proceeding;  (g) any claim that
any Lessee has or might have against any Person,  including without  limitation,
Lessor,  any vendor,  manufacturer,  contractor of or for any Leased Property or
any part thereof, the Agent, any Ground Lessor, any Governmental  Authority,  or
any Lender;  (h) any failure on the part of Lessor to perform or comply with any
of the  terms of this  Lease,  any  other  Operative  Document  or of any  other
agreement; (i) any invalidity or unenforceability or illegality or disaffirmance
of this Lease  against or by any  Lessee or any  provision  hereof or any of the
other Operative Documents or any provision of any thereof whether or not related
to the  Transaction;  (j) the  impossibility or illegality of performance by any
Lessee,  Lessor or both; (k) any action by any court,  administrative  agency or
other Governmental Authority; (l) any restriction,  prevention or curtailment of
or interference  with the  Construction or any use of any Leased Property or any
part  thereof;  or (m) any  other  occurrence  whatsoever,  whether  similar  or
dissimilar  to the  foregoing,  whether or not any Lessee  shall have  notice or
knowledge of any of the foregoing.  Except as specifically set forth in Articles
XIV or X of this Lease, this Lease shall be noncancellable by each Lessee in any
circumstance  whatsoever and each Lessee,  to the extent permitted by Applicable
Law,  waives all rights now or  hereafter  conferred  by statute or otherwise to
quit,  terminate or surrender  this Lease,  or to any  diminution,  abatement or
reduction of Rent payable by such Lessee hereunder. Each payment of Rent made by
a Lessee  hereunder  shall be final and such  Lessee  shall not seek or have any
right to recover all or any part of such  payment from  Lessor,  the Agent,  any
Lender or any party to any agreements related thereto for any reason whatsoever.
Each Lessee assumes the sole  responsibility for the condition,  use, operation,
maintenance,  and  management of the Leased  Properties  leased by it and Lessor
shall have no  responsibility in respect thereof and shall have no liability for
damage to the  property of either any Lessee or any  subtenant  of any Lessee on
any  account  or for any  reason  whatsoever,  other  than  solely  by reason of
Lessor's willful misconduct or gross negligence.

         Section 3.6 Certain Taxes.  Without  limiting the generality of Section
3.5, each Lessee agrees to pay when due all real estate taxes, personal property
taxes,  gross sales  taxes,  including  any sales or lease tax imposed  upon the
rental payments hereunder or under a sublease, occupational license taxes, water
charges,  sewer charges,  assessments  of any nature and all other  governmental
impositions  and charges of every kind and nature  whatsoever  (the  "tax(es)"),
when the same shall be due and payable  without  penalty or interest;  provided,
however,  that this Section  shall not apply to any of the taxes  covered by the
exclusion  described  in  Section  7.4(b)  of the  Master  Agreement.  It is the
intention of the parties hereto that,  insofar as the same may lawfully be done,
Lessor  shall be,  except as  specifically  provided  for herein,  free from all
expenses in any way related to the Leased  Properties  and the use and occupancy
thereof. Any tax relating to a fiscal period of any taxing authority



                                        4

<PAGE>



falling  partially  within  and  partially  outside  the  Lease  Term,  shall be
apportioned  and adjusted  between  Lessor and the related  Lessee.  Each Lessee
covenants to furnish  Lessor and the Agent,  upon the Agent's  written  request,
within  forty-five  (45)  days  after the last date when any tax must be paid by
such  Lessee  as  provided  in  this  Section  3.6,  official  receipts  of  the
appropriate taxing, authority or other proof satisfactory to Lessor,  evidencing
the payment thereof.

         So long as no Event of Default  has  occurred  and is  continuing,  the
related  Lessee may defer payment of a tax so long as the validity or the amount
thereof is contested by such Lessee with diligence and in good faith;  provided,
however,  that such  Lessee  shall  pay the tax in  sufficient  time to  prevent
delivery of a tax deed. Such contest shall be at the related  Lessee's sole cost
and expense.  Each Lessee covenants to indemnify and save harmless Lessor, which
indemnification  shall survive the termination of this Lease, the Agent and each
Lender from any actual and reasonable costs or expenses incurred by Lessor,  the
Agent or any Lender as a result of such contest.

         Section 3.7 Utility  Charges.  Each Lessee agrees to pay or cause to be
paid as and when the same are due and payable all charges for gas, water, sewer,
electricity,  lights, heat, power,  telephone or other communication service and
all other utility services used,  rendered or supplied to, upon or in connection
with the Leased Properties leased by it.


                                   ARTICLE IV.
                                     WAIVERS

         During the Lease  Term,  Lessor's  interest  in the Leased  Properties,
including the  Equipment,  the  Building(s)  (whether or not  completed) and the
Land,  is  demised  and let by Lessor  "AS IS"  subject to (a) the rights of any
parties in possession  thereof,  (b) the state of the title thereto  existing at
the time Lessor acquired its interest in the Leased Properties, (c) any state of
facts which an accurate survey or physical  inspection might show (including the
survey  delivered on the related Closing Date),  (d) all Applicable Law, and (e)
any  violations  of  Applicable  Law which may exist upon or  subsequent  to the
commencement of the Lease Term. EACH LESSEE  ACKNOWLEDGES THAT,  ALTHOUGH LESSOR
WILL OWN AND HOLD TITLE TO THE LEASED  PROPERTIES,  LESSOR IS NOT A MANUFACTURER
OF, OR DEALER IN ANY LEASED  PROPERTY,  AND IS NOT  RESPONSIBLE  FOR THE DESIGN,
DEVELOPMENT,  BUDGETING AND  CONSTRUCTION OF THE BUILDING(S) OR ANY ALTERATIONS.
NEITHER  LESSOR,  THE AGENT NOR ANY  LENDER  HAS MADE OR SHALL BE DEEMED TO HAVE
MADE ANY REPRESENTATION OR WARRANTY,  EXPRESS OR IMPLIED,  OR SHALL BE DEEMED TO
HAVE  ANY  LIABILITY  WHATSOEVER  AS  TO  THE  VALUE,  MERCHANTABILITY,   TITLE,
HABITABILITY,  CONDITION,  DESIGN,  OPERATION,  OR FITNESS FOR USE OF THE LEASED
PROPERTIES  (OR ANY PART  THEREOF),  OR ANY  OTHER  REPRESENTATION  OR  WARRANTY
WHATSOEVER, EXPRESS OR



                                        5

<PAGE>



IMPLIED,  WITH RESPECT TO THE LEASED PROPERTIES (OR ANY PART THEREOF),  ALL SUCH
WARRANTIES BEING HEREBY DISCLAIMED, AND NEITHER LESSOR, THE AGENT NOR ANY LENDER
SHALL BE LIABLE FOR ANY LATENT,  HIDDEN, OR PATENT DEFECT THEREIN OR THE FAILURE
OF ANY LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY APPLICABLE LAW,
except that Lessor hereby  represents and warrants that each Leased  Property is
and shall be free of Lessor  Liens.  As  between  Lessor and the  Lessees,  each
related  Lessee  has been  afforded  full  opportunity  to inspect  each  Leased
Property,  is  satisfied  with the  results of its  inspections  of such  Leased
Property  and is entering  into this Lease solely on the basis of the results of
its own inspections  and all risks incident to the matters  discussed in the two
preceding  sentences,  as between  Lessor,  the Agent or the  Lenders on the one
hand,  and the  Lessees,  on the  other,  are to be  borne by the  Lessees.  The
provisions of this Article IV have been  negotiated,  and,  except to the extent
otherwise  expressly  stated,  the  foregoing  provisions  are  intended to be a
complete exclusion and negation of any  representations or warranties by Lessor,
the Agent or the  Lenders,  express  or  implied,  with  respect  to the  Leased
Properties,  that may arise  pursuant to any law now or hereafter in effect,  or
otherwise.


                                   ARTICLE V.
                      LIENS; EASEMENTS; PARTIAL CONVEYANCES

         No Lessee shall  directly or indirectly  create,  incur or assume,  any
Lien on or with  respect  to any  Leased  Property,  the 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 a
Lessee,  or any of its  contractors  or agents or  Alterations  constructed by a
Lessee, except, in all cases, Permitted Liens.

         Notwithstanding  the foregoing  paragraph,  at the request of a Lessee,
Lessor  shall,  from  time to time  during  the Lease  Term and upon  reasonable
advance written notice from such Lessee, and receipt of the materials  specified
in the  next  succeeding  sentence,  consent  to and  join in any (i)  grant  of
easements,  licenses, rights of way and other rights in the nature of easements,
including,  without  limitation,  utility easements to facilitate  Lessees' use,
development  and  construction  of  the  Leased  Properties,   (ii)  release  or
termination of easements,  licenses, rights of way or other rights in the nature
of  easements  which are for the benefit of the Land or the  Building(s)  or any
portion  thereof,  (iii)  dedication  or transfer  of portions of the Land,  not
improved  with a Building,  for road,  highway or other  public  purposes,  (iv)
execution of agreements  for ingress and egress and  amendments to any covenants
and  restrictions  affecting the Land or the  Building(s) or any portion thereof
and (v) request to any  Governmental  Authority for platting or  subdivision  or
replatting  or  resubdivision  approval  with respect to the Land or any portion
thereof or any parcel of land of which the Land or any portion  thereof  forms a
part or a request for rezoning or any



                                        6

<PAGE>



variance from zoning or other governmental  requirements.  Lessor's  obligations
pursuant to the preceding sentence shall be subject to the requirements that:

                  (a) any such  action  shall be at the sole cost and expense of
the  requesting  Lessee and such  Lessee  shall pay all  actual  and  reasonable
out-of-pocket costs of Lessor, the Agent and any Lender in connection  therewith
(including,  without limitation,  the reasonable fees of attorneys,  architects,
engineers,  planners,  appraisers and other professionals reasonably retained by
Lessor, the Agent or any Lender in connection with any such action),

                  (b) the  requesting  Lessee shall have delivered to Lessor and
Agent a certificate of a Responsible Officer of such Lessee stating that

                           (i) such action  will not cause any Leased  Property,
         the Land or any  Building or any  portion  thereof to fail to comply in
         any  material  respect with the  provisions  of this Lease or any other
         Operative  Documents,  or in any material  respect with Applicable Law;
         and

                           (ii) such action will not materially  reduce the Fair
         Market Sales Value, utility or useful life of any Leased Property,  the
         Land or any Building nor Lessor's interest therein; and

                  (c) in the case of any release or conveyance,  if Lessor,  the
Agent or any Lender so reasonably requests,  the requesting Lessee will cause to
be issued and delivered to Lessor and the Agent by the Title  Insurance  Company
an endorsement to the Title Policy pursuant to which the Title Insurance Company
agrees that its  liability for the payment of any loss or damage under the terms
and  provisions  of the Title  Policy will not be affected by reason of the fact
that a portion  of the real  property  referred  to in  Schedule  A of the Title
Policy has been released or conveyed by Lessor.


                                   ARTICLE VI.
                             MAINTENANCE AND REPAIR;
                    ALTERATIONS, MODIFICATIONS AND ADDITIONS

         Section 6.1 Maintenance  and Repair;  Compliance With Law. Each Lessee,
at its own expense,  shall at all times (a) maintain each Leased Property leased
by it in good  repair and  condition  (subject to  ordinary  wear and tear),  in
accordance  with  prudent  industry  standards  and, in any event,  in no less a
manner  as  other  similar  property  owned  or  leased  by such  Lessee  or its
Affiliates,  (b) make all Alterations in accordance with, and maintain  (whether
or not such maintenance  requires  structural  modifications or Alterations) and
operate and  otherwise  keep each Leased  Property in compliance in all material
respects with, all Applicable Laws and insurance requirements,  and (c) make all
material repairs,  replacements and renewals of each Leased Property or any part
thereof which may be required to keep such



                                        7

<PAGE>



Leased Property in the condition  required by the preceding clauses (a) and (b).
Each Lessee shall perform the foregoing  maintenance  obligations  regardless of
whether any Leased  Property is occupied or  unoccupied.  Each Lessee waives any
right that it may now have or hereafter acquire to (i) require Lessor, the Agent
or any Lender to maintain,  repair, replace, alter, remove or rebuild all or any
part of any Leased  Property or (ii) make repairs at the expense of Lessor,  the
Agent or any  Lender  pursuant  to any  Applicable  Law or other  agreements  or
otherwise.  NEITHER  LESSOR,  THE  AGENT NOR ANY  LENDER  SHALL BE LIABLE TO ANY
LESSEE OR TO ANY CONTRACTORS,  SUBCONTRACTORS,  LABORERS, MATERIALMEN, SUPPLIERS
OR VENDORS FOR SERVICES  PERFORMED OR MATERIAL PROVIDED ON OR IN CONNECTION WITH
ANY LEASED  PROPERTY  OR ANY PART  THEREOF.  Neither  Lessor,  the Agent nor any
Lender  shall be required to  maintain,  alter,  repair,  rebuild or replace any
Leased Property in any way.

         Section  6.2  Alterations.  Each  Lessee  may,  without  the consent of
Lessor,  at such Lessee's own cost and expense,  make  Alterations  which do not
diminish the value, utility or useful life of any Leased Property.

         Section  6.3  Title  to  Alterations.  Title to all  Alterations  shall
without  further act vest in Lessor  (subject to each  Lessee's  right to remove
trade  fixtures,  personal  property  and  equipment  which  do  not  constitute
Alterations  and which were not  acquired  with funds  advanced by Lessor or any
Lender) and shall be deemed to constitute a part of the Leased Properties and be
subject to this Lease.


                                  ARTICLE VII.
                                       USE

         Each  Lessee  may use each  Leased  Property  leased  by it or any part
thereof for any lawful  purpose,  and in a manner  consistent with the standards
applicable  to properties of a similar  nature in the  geographic  area in which
such  Leased  Property is located,  provided  that such use does not  materially
adversely affect the Fair Market Sales Value, utility,  remaining useful life or
residual  value of such  Leased  Property,  and does not  materially  violate or
conflict  with,  or  constitute  or  result in a  material  default  under,  any
Applicable Law or any insurance policy required hereunder. In the event that any
use of any of the Leased Property changes the character or original intended use
of such Leased Property and the Lessees do not purchase the Leased Properties at
the end of the Lease Term,  the related  Lessee,  upon request of Lessor,  shall
restore such Leased  Property to its general  character  and intended use on the
Closing Date or Completion  Date therefor,  ordinary wear and tear excepted.  No
Lessee shall  commit or permit any waste of any Leased  Property or any material
part thereof.





                                        8

<PAGE>



                                  ARTICLE VIII.
                                    INSURANCE

                  (a) At any time during  which any part of any  Building or any
Alteration  is  under  construction  and as to any part of any  Building  or any
Alteration under construction, the related Lessee shall maintain, or cause to be
maintained,  at its sole cost and expense,  as a part of its blanket policies or
otherwise,  "all risks"  non-reporting  completed  value form of builder's  risk
insurance.

                  (b) During the Lease Term, each Lessee shall maintain,  at its
sole cost and expense, as a part of its blanket policies or otherwise, insurance
against  loss or damage to any  Building  or any item of  Equipment  by fire and
other risks, including comprehensive boiler and machinery coverage, on terms and
in amounts no less favorable than insurance covering other similar properties or
equipment owned or leased by a Lessee, but in no event less than the replacement
cost of such  Building  or item of  Equipment,  as the case may be, from time to
time.

                  (c) During the Lease Term, each Lessee shall maintain,  at its
sole cost and expense,  commercial  general liability  insurance with respect to
such  Lessee's  use,  operation  and  occupancy of the Leased  Properties.  Such
insurance  shall be on terms  and in  amounts  that are no less  favorable  than
insurance  maintained  by a Lessee or its  Affiliates  with  respect  to similar
properties  or  equipment  that it owns or  leases,  but in no event  less  than
$1,000,000 general liability,  plus $2,000,000 liability umbrella coverage,  per
occurrence.  Such  insurance  policies  shall also  provide  that each  Lessee's
insurance shall be considered  primary  insurance.  Nothing in this Article VIII
shall prohibit Lessor,  the Agent or any Lender from carrying at its own expense
other insurance on or with respect to the Leased  Properties,  provided that any
insurance  carried by  Lessor,  the Agent or any Lender  shall not  prevent  any
Lessee from carrying the insurance required hereby.

                  (d) Each policy of insurance  maintained by a Lessee  pursuant
to clauses (a) and (b) of this  Article VIII shall  provide  that all  insurance
proceeds in respect of any loss or occurrence  shall be adjusted by such Lessee,
except if, and for so long as an Event of Default  exists,  all losses  shall be
adjusted  solely by, and all  insurance  proceeds  shall be paid  solely to, the
Agent (or Lessor if the Loans have been fully paid) for application  pursuant to
this Lease.

                  (e) On the  Closing  Date for each  parcel of Land and on each
anniversary  of the related  policy date each Lessee shall  furnish  Lessor with
certificates  showing the  insurance  required  under this Article VIII to be in
effect and naming Lessor, the Agent and the Lenders as additional insureds. Such
certificates  shall include a provision  for thirty (30) days'  advance  written
notice by the  insurer to Lessor and the Agent in the event of  cancellation  or
expiration or nonpayment  of premium with respect to such  insurance,  and shall
include a  customary  breach of  warranty  clause.  Each  Lessee  shall  provide
evidence to Lessor and the Agent that



                                        9

<PAGE>



each insurance policy required by this Article VIII has been renewed or replaced
prior to the scheduled expiration date therefor.

                  (f) Each policy of insurance  maintained by a Lessee  pursuant
to this Article VIII shall  provide that in respect of the  interests of Lessor,
the Agent and the Lenders,  such policies shall not be invalidated by any fraud,
action,  inaction or  misrepresentation of any Lessee or any other Person acting
on behalf of any Lessee. Each of each Lessee,  Lessor, the Agent and the Lenders
agree to waive their rights of  subrogation  against the others to the extent of
the losses paid under insurance policies.

                  (g) All insurance  policies  carried in  accordance  with this
Article VIII shall be maintained  with insurers  rated at least A by A.M. Best &
Company,  and in all cases the insurer shall be qualified to insure risks in the
State where each Leased Property is located.


                                   ARTICLE IX.
                            ASSIGNMENT AND SUBLEASING

         No Lessee  may assign any of its  right,  title or  interest  in, to or
under this Lease, except as set forth in the following sentence. Each Lessee may
sublease  all or any  portion  of any  Leased  Property,  provided  that (a) all
obligations  of such Lessee shall  continue in full effect as  obligations  of a
principal and not of a guarantor or surety, as though no sublease had been made;
(b) such  assignment or sublease shall be expressly  subject and  subordinate to
this Lease, the Loan Agreement and the other Operative  Documents;  and (c) each
such sublease  shall  terminate on or before the Lease  Termination  Date.  Each
Lessee  shall  give the  Agent  and  Lessor  prompt  written  notice of any such
sublease.

         Except  pursuant  to an  Operative  Document,  this Lease  shall not be
mortgaged or pledged by any Lessee,  nor shall any Lessee mortgage or pledge any
interest in any Leased  Property or any portion  thereof.  Any such  mortgage or
pledge shall be void.


                                   ARTICLE X.
                    LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE

         Section  10.1  Event of Loss.  Any  event  (i)  which  would  otherwise
constitute a Casualty  during the Base Term,  and (ii) which,  in the good-faith
judgment of the  related  Lessee,  renders  repair and  restoration  of a Leased
Property  impossible or  impractical,  or requires  repairs to a Leased Property
that would cost in excess of 50% of the original  cost of such Leased  Property,
and (iii) as to which such Lessee,  within sixty (60) days after the  occurrence
of such event,  delivers to Lessor an Officer's  Certificate notifying Lessor of
such event and of such  judgment,  shall  constitute an "Event of Loss".  In the
case of any other event which  constitutes a Casualty,  the related Lessee shall
restore such Leased Property



                                       10

<PAGE>



pursuant  to  Section  10.3.  If an Event of Loss  other than an Event of Taking
shall  occur,  the  related  Lessee  shall pay to Lessor on the later of (i) the
thirtieth day and (ii) the next Payment Date following delivery of the Officer's
Certificate pursuant to clause (iii) above an amount equal to the related Leased
Property Balance.  Upon Lessor's receipt of such Leased Property Balance on such
date,  Lessor  shall  cause  Lessor's  interest  in such  Leased  Property to be
conveyed to the related Lessee in accordance  with and subject to the provisions
of Section 14.5 hereof; upon completion of such purchase, but not prior thereto,
this Lease with respect to such Leased  Property and all  obligations  hereunder
with respect to such Leased  Property  shall  terminate,  except with respect to
obligations and liabilities hereunder, actual or contingent, that have arisen or
relate to events  occurring on or prior to such date of  purchase,  or which are
expressly stated herein to survive termination of this Lease.

         Upon the  consummation of the purchase of any Leased Property  pursuant
to this  Section  10.1,  any  proceeds  derived  from  insurance  required to be
maintained by the related Lessee  pursuant to this Lease for any Leased Property
remaining  after  payment  of such  purchase  price  shall be paid  over to,  or
retained  by, such Lessee or as it may direct,  and Lessor  shall assign to such
Lessee,  without  warranty,  all of  Lessor's  rights  to and  interest  in such
insurance required to be maintained by such Lessee pursuant to this Lease.

         Section  10.2  Event of  Taking.  Any  event (i)  which  constitutes  a
Condemnation of all of, or substantially all of, a Leased Property,  or (ii) (A)
which would otherwise  constitute a  Condemnation,  (B) which, in the good-faith
judgment of the related Lessee,  renders  restoration and rebuilding of a Leased
Property  impossible or  impractical,  or requires  repairs to a Leased Property
that would cost in excess of 50% of the original  cost of such Leased  Property,
and (C) as to which such Lessee,  within sixty (60) days after the occurrence of
such event, delivers to Lessor an Officer's Certificate notifying Lessor of such
event and of such judgment,  shall constitute an "Event of Taking".  In the case
of any other event which  constitutes a  Condemnation,  the related Lessee shall
restore and rebuild such Leased  Property  pursuant to Section 10.4. If an Event
of Taking shall occur,  the related  Lessee shall pay to Lessor (1) on the later
of (A) the thirtieth day and (B) the next Payment Date  following the occurrence
of such Event of Taking,  in the case of an Event of Taking  described in clause
(i) above, or (2) on the later of (A) the thirtieth day and (B) the next Payment
Date  following  delivery of the Officer's  Certificate  pursuant to clause (ii)
above,  in the case of an Event of Taking  described  in clause (ii)  above,  an
amount equal to the related Leased Property  Balance.  Upon Lessor's  receipt of
such Leased Property Balance on such date,  Lessor shall cause Lessor's interest
in such Leased  Property to be conveyed to the related Lessee in accordance with
and  subject  to the  provisions  of Section  14.5  hereof  (provided  that such
conveyance  shall be subject to all rights of the  condemning  authority);  upon
completion of such purchase,  but not prior thereto,  this Lease with respect to
such Leased Property and all  obligations  hereunder with respect to such Leased
Property shall  terminate,  except with respect to obligations  and  liabilities
hereunder,  actual or contingent, that have arisen or relate to events occurring
on or prior to such date of purchase,  or which are  expressly  stated herein to
survive termination of this Lease.



                                       11

<PAGE>



         Upon the consummation of the purchase of such Leased Property  pursuant
to this  Section  10.2,  all Awards  received  by Lessor,  after  deducting  any
reasonable  out-of-pocket  costs  incurred by Lessor in collecting  such Awards,
received or payable on account of an Event of Taking with respect to such Leased
Property  during the related  Lease Term shall be  promptly  paid to the related
Lessee,  and all rights of Lessor in Awards not then received  shall be assigned
to Lessee by Lessor.

         Section 10.3 Casualty.  If a Casualty shall occur which is not an Event
of Loss,  the related  Lessee  shall  rebuild and  restore the  affected  Leased
Property,  will complete the same prior to the Lease  Termination Date, and will
cause the condition  set forth in Section 3.5 (c) of the Master  Agreement to be
fulfilled with respect to such  restoration  and  rebuilding  prior to the Lease
Termination Date,  regardless of whether insurance proceeds received as a result
of such Casualty are sufficient for such purpose.

         Section 10.4  Condemnation.  If a Condemnation shall occur which is not
an Event of Taking,  the related  Lessee shall  rebuild and restore the affected
Leased Property, will complete the same prior to the Lease Termination Date, and
will cause the condition set forth in Section 3.5 (c) of the Master Agreement to
be fulfilled with respect to such  restoration and rebuilding prior to the Lease
Termination Date.

         Section 10.5  Verification of Restoration and Rebuilding.  In the event
of Casualty or Condemnation that involves, or is reasonably expected to involve,
repair or  rebuilding  costs in  excess of  $1,000,000,  to verify  the  related
Lessee's  compliance  with the foregoing  Section 10.3 or 10.4, as  appropriate,
Lessor, the Agent, the Lenders and their respective  authorized  representatives
may,  upon five (5)  Business  Days'  notice to such  Lessee,  make a reasonable
number of  inspections of the affected  Leased  Property with respect to (i) the
extent of the Casualty or  Condemnation  and (ii) the restoration and rebuilding
of the related  Building and the Land. All actual and  reasonable  out-of-pocket
costs of such  inspections  incurred by Lessor,  the Agent or any Lender will be
paid by the related Lessee  promptly after written  request.  No such inspection
shall  unreasonably  interfere  with  the  related  Lessee's  operations  or the
operations of any other occupant of such Leased Property. None of the inspecting
parties  shall have any duty to make any such  inspection or inquiry and none of
the  inspecting  parties  shall incur any  liability or  obligation by reason of
making or not making any such inspection or inquiry.

         Section 10.6 Application of Payments. All proceeds (except for payments
under insurance policies  maintained other than pursuant to Article VIII of this
Lease)  received  at any  time by  Lessor,  any  Lessee  or the  Agent  from any
Governmental  Authority  or other  Person with  respect to any  Condemnation  or
Casualty to any Leased  Property or any part thereof or with respect to an Event
of Loss or an Event of Taking,  plus the amount of any  payment  that would have
been due from an insurer but for a Lessee's self-insurance or deductibles ("Loss
Proceeds"),  shall  (except to the extent  Section  10.9  applies) be applied as
follows:



                                       12

<PAGE>



                  (a) In the event the  related  Lessee  purchases  such  Leased
Property  pursuant to Section 10.1 or Section 10.2,  such Loss Proceeds shall be
applied as set forth in Section 10.1 or Section 10.2, as the case may be;

                  (b) In the event of a  Casualty  at such time when no Event of
Default has occurred and is  continuing  and the related  Lessee is obligated to
repair and rebuild such Leased  Property  pursuant to Section 10.3,  such Lessee
may,  in good  faith and  subsequent  to the date of such  Casualty,  certify to
Lessor and to the  applicable  insurer that no Event of Default has occurred and
is continuing, in which event the applicable insurer shall pay the Loss Proceeds
to such Lessee;

                  (c) In the event of a Condemnation  at such time when no Event
of Default has occurred and is continuing and the related Lessee is obligated to
repair and rebuild such Leased  Property  pursuant to Section 10.4,  such Lessee
may, in good faith and subsequent to the date of such  Condemnation,  certify to
Lessor and the Agent that no Event of Default has occurred and is continuing, in
which event the applicable Award shall be paid over to such Lessee; and

                  (d)As provided in Section 10.8, if such section is applicable.

         During any period of repair or  rebuilding  pursuant to this Article X,
this Lease will remain in full force and effect and Basic Rent shall continue to
accrue and be payable without abatement or reduction. Each Lessee shall maintain
records  setting forth  information  relating to the receipt and  application of
payments in  accordance  with this Section  10.6.  Such records shall be kept on
file by each Lessee at its offices and shall be made  available  to Lessor,  the
Lenders and the Agent upon request.

         Section  10.7  Prosecution  of Awards.

                  (a) If any Condemnation shall occur,  the party  receiving the
notice  of  such  Condemnation  shall  give to the  other  party  and the  Agent
promptly, but in any event within thirty (30) days after the occurrence thereof,
written notice of such occurrence and the date thereof, generally describing the
nature and extent of such  Condemnation.  With respect to any Event of Taking or
any  Condemnation,  the related Lessee shall control the  negotiations  with the
relevant Governmental  Authority as to any proceeding in respect of which Awards
are  required,  under  Section  10.6, to be assigned or released to such Lessee,
unless an Event of Default shall have occurred and be continuing,  in which case
(i) the Agent (or Lessor if the Loans have been fully paid) shall  control  such
negotiations;  and (ii) such Lessee hereby  irrevocably  assigns,  transfers and
sets over to Lessor  all  rights of such  Lessee to any Award on  account of any
Event of Taking or any Condemnation and, if there will not be separate Awards to
Lessor  and such  Lessee on  account  of such  Event of Taking or  Condemnation,
irrevocably  authorizes and empowers the Agent (or Lessor if the Loans have been
fully paid) during the  continuance  of an Event of Default,  with full power of
substitution,  in the name of such Lessee or otherwise (but without limiting the
obligations  of such Lessee  under this Article X), to file and  prosecute  what
would otherwise be such



                                       13

<PAGE>



Lessee's  claim for any such Award and to  collect,  receipt  for and retain the
same. In any event Lessor and the Agent may  participate  in such  negotiations,
and no settlement will be made without the prior consent of the Agent (or Lessor
if the Loans have been fully paid), not to be unreasonably withheld.

                  (b)  Notwithstanding the foregoing, each Lessee may prosecute,
and Lessor shall have no interest  in, any claim with  respect to such  Lessee's
personal property and equipment not financed by or otherwise property of Lessor,
business interruption or similar award and such Lessee's relocation expenses.

         Section 10.8  Application of Certain  Payments Not Relating to an Event
of Taking. In case of a requisition for temporary use of all or a portion of any
Leased Property which is not an Event of Taking, this Lease shall remain in full
force and effect with respect to such Leased Property,  without any abatement or
reduction of Basic Rent, and the Awards for such Leased Property  shall,  unless
an Event of Default  has  occurred  and is  continuing,  be paid to the  related
Lessee.

         Section  10.9  Other   Dispositions.   Notwithstanding   the  foregoing
provisions of this Article X, so long as an Event of Default shall have occurred
and be  continuing,  any amount  that would  otherwise  be payable to or for the
account of, or that would  otherwise  be retained  by,  Lessee  pursuant to this
Article  X shall be paid to the Agent (or  Lessor if the Loans  have been  fully
paid) as security for the  obligations  of the Lessees  under this Lease and, at
such time  thereafter  as no Event of Default shall be  continuing,  such amount
shall be paid  promptly  to the  related  Lessee to the  extent  not  previously
applied by Lessor or the Agent in accordance with the terms of this Lease or the
other Operative Documents.

         Section  10.10 No Rent  Abatement.  Rent shall not abate  hereunder  by
reason  of any  Casualty,  any  Event  of  Loss,  any  Event  of  Taking  or any
Condemnation of any Leased  Property,  and each Lessee shall continue to perform
and fulfill all of such Lessee's obligations, covenants and agreements hereunder
notwithstanding  such Casualty,  Event of Loss,  Event of Taking or Condemnation
until the Lease Termination Date.


                                   ARTICLE XI.
                          INTEREST CONVEYED TO LESSEES

         Each  Lessee  and  Lessor  intend  that  this  Lease  be  treated,  for
accounting  purposes,  as an operating  lease. For purposes of federal and state
income  taxes,  and  bankruptcy  law,  each  Lessee and Lessor  intend  that the
transaction represented by this Lease be treated as a financing transaction; for
such purposes,  it is the intention of the parties hereto (i) that this Lease be
treated  as a  mortgage  or  deed  of  trust  (whichever  is  applicable  in the
jurisdictions  in  which  the  Leased   Properties  are  located)  and  security
agreement,  encumbering the Leased Properties, and that each Lessee, as grantor,
hereby grants to Lessor, as mortgagee or



                                       14

<PAGE>



beneficiary and secured party, or any successor  thereto,  a first and paramount
Lien on each Leased  Property in which such  Lessee has an  interest,  (ii) that
Lessor shall have, as a result of such determination,  all of the rights, powers
and  remedies  of a  mortgagee,  deed of  trust  beneficiary  or  secured  party
available  under  Applicable  Law to take  possession  of and sell  (whether  by
foreclosure or otherwise) any Leased Property,  (iii) that the effective date of
such  mortgage,  security deed or deed of trust shall be the  effective  date of
this Lease, or the related Lease  Supplement,  if later, (iv) that the recording
of this Lease or a Lease  Supplement shall be deemed to be the recording of such
mortgage,  security deed or deed of trust,  (v) that the obligations  secured by
such  mortgage,  security deed or deed of trust shall include the Funded Amounts
and all Basic Rent and Supplemental  Rent hereunder and all other obligations of
and amounts due from each Lessee hereunder and under the Operative Documents and
(vi)  that the  related  Lessee  will be  treated  as the  owner  of the  Leased
Properties leased by such Lessee for tax purposes.


                                  ARTICLE XII.
                                EVENTS OF DEFAULT

         The following  events shall  constitute  Events of Default (whether any
such event shall be  voluntary  or  involuntary  or come about or be effected by
operation of law or pursuant to or in compliance  with any  judgment,  decree or
order of any court or any order,  rule or  regulation of any  administrative  or
governmental body):

         (a) any  Lessee  shall fail to make any  payment  of Basic Rent  within
three (3) Business Days after written  notice of such failure from Lessor or the
Agent;

         (b) any Lessee shall fail to make any payment of Rent (other than Basic
Rent and  other  than as set forth in clause  (c)) or any other  amount  payable
hereunder or under any of the other Operative  Documents  (other than Basic Rent
and other than as set forth in clause (c)),  and such failure shall continue for
a period of ten Business  Days after written  notice  thereof from Lessor or the
Agent is received by DTD;

         (c) any Lessee  shall fail to pay the  Funded  Amount or Lease  Balance
when due pursuant to Section 10.1,  10.2, 14.1 or 14.2, or any Lessee shall fail
to pay the Recourse  Deficiency  Amount when required pursuant to Article XIV or
the  Construction  Agent  shall  fail to make any  payment  when due  under  the
Construction Agency Agreement;

         (d) any Lessee shall fail to maintain  insurance as required by Article
VIII hereof,  and such failure shall  continue  until the earlier of (i) fifteen
(15) days after written notice thereof from Lessor and (ii) the day  immediately
preceding the date on which any applicable  insurance  coverage would  otherwise
lapse or terminate;




                                       15

<PAGE>



         (e) any Obligor shall fail to pay at maturity, or within any applicable
period of grace,  any  obligation  for borrowed  money or credit  received or in
respect of any  Capitalized  Leases in excess of $500,000 in the  aggregate,  or
fail to observe or perform any term,  covenant  or  agreement  contained  in any
agreement by which it is bound,  evidencing or securing borrowed money or credit
received  or in respect of any  Capitalized  Leases in excess of $500,000 in the
aggregate  for such  period  of time as would  permit  (assuming  the  giving of
appropriate  notice  if  required)  the  holder  or  holders  thereof  or of any
obligations issued thereunder to accelerate the maturity thereof;

         (f) any Obligor shall cease to be Solvent,  or shall make an assignment
for the  benefit of  creditors,  or admit in  writing  its  inability  to pay or
generally  fail to pay its debts as they mature or become due, or shall petition
or apply for the  appointment  of a trustee or other  custodian,  liquidator  or
receiver of any Obligor or of any substantial  part of the assets of any Obligor
or shall commence any case or other proceeding relating to any Obligor under any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
dissolution or liquidation or similar law of any jurisdiction,  now or hereafter
in effect, or shall take any action to authorize or in furtherance of any of the
fore going,  or if any such petition or  application  shall be filed or any such
case or other proceeding shall be commenced against any Obligor and such Obligor
shall indicate its approval thereof, consent thereto or acquiescence therein; or
the  filing  of any case or other  proceeding  against  any  obligor  under  any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
dissolution or liquidation or similar law of any jurisdiction,  now or hereafter
in effect and such case or  proceeding  is not  discharged  or dismissed  within
sixty (60) days of its commencement; a decree or order is entered appointing any
such  trustee,  custodian,  liquidator or receiver or  adjudicating  any Obligor
bankrupt  or  insolvent,  or  approving  a  petition  in any such  case or other
proceeding,  or a decree  or order for  relief  is  entered  in  respect  of any
Obligor,  in an  involuntary  case  under  federal  bankruptcy  laws  as  now or
hereafter constituted;

         (g)  there  shall  remain  in  force,  undischarged,   unsatisfied  and
unstayed,  for more than thirty days, whether or not consecutive,  any uninsured
final judgment against any Obligor that, with other outstanding  uninsured final
judgments,  undischarged,  against the  Obligors  exceeds  $2,000,000.00  in the
aggregate;

         (h) if any of the Operating  Documents shall be cancelled,  terminated,
revoked  or  rescinded  or any action at law,  suit or in equity or other  legal
proceeding to cancel,  revoke or rescind any of the Operating Documents shall be
commenced by or on behalf of any Obligor, or any court or any other governmental
or  regulatory  authority  or  agency of  competent  jurisdiction  shall  make a
determination  that, or issue a judgment,  order, decree or ruling to the effect
that,  any  one or  more of the  Operating  Documents  is  illegal,  invalid  or
unenforceable in accordance with the terms thereof;

         (i) with respect to any  Guaranteed  Pension Plan, an ERISA  Reportable
Event shall have occurred and the Required Funding Parties shall have determined
in their reasonable



                                       16

<PAGE>



discretion that such event  reasonably  could be expected to result in liability
of any  Obligor  to the PBGC on such  Guaranteed  Pension  Plan in an  aggregate
amount exceeding  $500,000.00 and (i) such event in the circumstances  occurring
reasonably  could  constitute  grounds for the  termination  of such  Guaranteed
Pension Plan by the PBGC or for the appointment by the appropriate United States
District Court of a trustee to administer such Guaranteed  Pension Plan; or (ii)
a trustee  shall have been  appointed  by the United  States  District  Court to
administer  such Plan; or (iii) the PBGC shall have  instituted  proceedings  to
terminate such Guaranteed Pension Plan;

         (j)  any  representation  or  warranty  by  DTS or  any  Lessee  in any
Operative  Document or in any certificate or document  delivered to Lessor,  the
Agent or any Lender pursuant to any Operative Document shall have been incorrect
in any material respect when made;

         (k) any  Lessee or DTS shall  fail in any  material  respect to timely,
perform or observe any covenant or material  agreement  (not  included in clause
(a) through (j) of this Article XII) to be performed or observed by it hereunder
or under any other  Operative  Document  and such failure  shall  continue for a
period  of  thirty  (30)  days (or 10  Business  Days in the  case of  financial
covenants)  after such Lessee's or DTD's receipt of written  notice thereof from
Lessor,  the Agent or any Lender or such Lessee or DTD shall have  knowledge  of
such failure; provided, however, that if such failure is capable of cure, but is
not capable of cure within such thirty day period, so long as such Lessee or DTD
shall be  diligently  pursuing such cure,  such failure shall not  constitute an
Event of Default unless it shall continue for a period of ninety (90) days after
such Lessee's or DTD's receipt of notice or knowledge thereof.


                                  ARTICLE XIII.
                                   ENFORCEMENT

         Section 13.1 Remedies.  Upon the occurrence and during the  continuance
of any Event of Default, Lessor may do one or more of the following as Lessor in
its sole discretion shall determine,  without limiting any other right or remedy
Lessor  may  have on  account  of such  Event  of  Default  (including,  without
limitation,  the obligation of the Lessees to purchase the Leased  Properties as
set forth in Section 14.3):

                  (a) Lessor may, by notice  to DTD,  rescind or  terminate this
Lease  as of the date  specified  in such  notice;  however,  (A) no  reletting,
reentry  or  taking of  possession  of any  Leased  Property  by Lessor  will be
construed  as an election  on Lessor's  part to  terminate  this Lease  unless a
written  notice  of such  intention  is given to DTD,  (B)  notwithstanding  any
reletting,  reentry or taking of possession,  Lessor may at any time  thereafter
elect to terminate this Lease for a continuing Event of Default,  and (C) no act
or thing done by Lessor or any



                                       17

<PAGE>



of its  agents,  representatives  or  employees  and no  agreement  accepting  a
surrender  of any  Leased  Property  shall be valid  unless  the same be made in
writing and executed by Lessor;

                  (b) Lessor may (i) demand  that  the Lessees,  and the Lessees
shall upon the written demand of Lessor,  return the Leased Properties  promptly
to Lessor in the manner and  condition  required by, and otherwise in accordance
with all of the  provisions  of,  Articles  VI and XIV  hereof as if the  Leased
Properties  were being  returned at the end of the Lease Term,  and Lessor shall
not be liable for the  reimbursement  of any  Lessee for any costs and  expenses
incurred by such Lessee in connection  therewith  and (ii) without  prejudice to
any other remedy which Lessor may have for possession of the Leased  Properties,
and to the extent and in the manner  permitted by Applicable Law, enter upon any
Leased  Property  and take  immediate  possession  of (to the  exclusion  of the
related  Lessee) any Leased Property or any part thereof and expel or remove the
related Lessee and any other person who may be occupying  such Leased  Property,
by summary proceedings or otherwise,  all without liability to any Lessee for or
by reason of such entry or taking of possession,  whether for the restoration of
damage to  property  caused by such  taking or  otherwise  and,  in  addition to
Lessor's  other  damages,  the Lessees shall be  responsible  for the actual and
reasonable  costs and expenses of  reletting,  including  brokers'  fees and the
reasonable out-of-pocket costs of any alterations or repairs made by Lessor;

                  (c) Lessor may (i) sell all or any part of any Leased Property
at public or private sale, as Lessor may determine, free and clear of any rights
of any Lessee and without any duty to account to any Lessee with respect to such
action or inaction or any proceeds  with respect  thereto  (except to the extent
required  by  Applicable  Law or  clause  (ii)  below if Lessor  shall  elect to
exercise its rights  thereunder) in which event the related Lessee's  obligation
to pay Basic Rent for such Leased  Property  hereunder  for  periods  commencing
after the date of such sale shall be terminated or proportionately  reduced,  as
the case may be;  and (ii) if Lessor  shall so elect,  demand  that the  related
Lessee pay to Lessor, and the related Lessee shall pay to Lessor, on the date of
such sale, as liquidated damages for loss of a bargain and not as a penalty (the
parties agreeing that Lessor's actual damages would be difficult to predict, but
the aforementioned  liquidated  damages represent a reasonable  approximation of
such amount) (in lieu of Basic Rent due for periods  commencing  on or after the
Payment  Date  coinciding  with such date of sale (or, if the sale date is not a
Payment Date, the Payment Date next preceding the date of such sale)), an amount
equal to (a) the  excess,  if any, of (1) the sum of (A) all Rent due and unpaid
to and  including  such Payment Date and (B) the Funded  Amounts with respect to
such Leased  Property,  computed as of such date,  over (2) the net  proceeds of
such  sale  (that is,  after  deducting  all  out-of-pocket  costs and  expenses
incurred  by  Lessor,  the  Agent  or any  Lender  incident  to such  conveyance
(including,  without limitation,  all costs, expenses,  fees, premiums and taxes
described  in Section  14.5(b)));  plus (b)  interest at the Overdue Rate on the
foregoing amount from such Payment Date until the date of payment;




                                       18

<PAGE>



                  (d) Lessor may, at its option,  not terminate this Lease,  and
continue to collect all Basic Rent,  Supplemental  Rent,  and all other  amounts
(including, without limitation, the Funded Amount) due Lessor (together with all
costs of collection)  and enforce the Lessees'  obligations  under this Lease as
and when the same  become  due,  or are to be  performed,  and at the  option of
Lessor,  upon any  abandonment  of any Leased  Property by Lessee or re-entry of
same by Lessor,  Lessor may, in its sole and absolute  discretion,  elect not to
terminate  this  Lease  with  respect  thereto  and  may  make  such  reasonable
alterations and necessary  repairs in order to relet such Leased  Property,  and
relet such Leased Property or any part thereof for such term or terms (which may
be for a term  extending  beyond the term of this  Lease) and at such  rental or
rentals and upon such other  terms and  conditions  as Lessor in its  reasonable
discretion may deem advisable; and upon each such reletting all rentals actually
received  by  Lessor  from  such  reletting  shall be  applied  to the  Lessees'
obligations hereunder in such order, proportion and priority as Lessor may elect
in Lessor's  sole and absolute  discretion.  If such rentals  received from such
reletting  during any Rent  Period are less than the Rent to be paid during that
Rent Period by the Lessees hereunder,  the Lessees shall pay any deficiency,  as
calculated by Lessor, to Lessor on the Payment Date for such Rent Period;

                  (e) Lessor may, whether or not Lessor shall have exercised  or
shall thereafter at any time exercise any of its rights under paragraph (b), (c)
or (d) of this Article XIII,  demand, by written notice to DTD specifying a date
(the "Final Rent Payment  Date") not earlier than 30 days after the date of such
notice,  that  Lessees  purchase,  on the Final Rent  Payment  Date,  all of the
remaining Leased  Properties in accordance with the provisions of Sections 14.2,
14.4 and 14.5; provided, however, that (1) such purchase shall occur on the date
set forth in such notice,  notwithstanding the provision in Section 14.2 calling
for such  purchase  to occur on the Lease  Termination  Date;  and (2)  Lessor's
obligations  under  Section  14.5(a)  shall be limited to  delivery of a special
warranty  deed and quit claim bill of sale of such  Leased  Properties,  without
recourse or warranty, but free and clear of Lessor Liens;

                  (f) Lessor may  exercise any other right or remedy that may be
available to it under  Applicable  Law, or proceed by  appropriate  court action
(legal or equitable)  to enforce the terms hereof or to recover  damages for the
breach hereof. Separate suits may be brought to collect any such damages for any
Rent Period(s),  and such suits shall not in any manner prejudice Lessor's right
to collect any such damages for any  subsequent  Rent  Period(s),  or Lessor may
defer any such suit until after the expiration of the Lease Term, in which event
such suit shall be deemed not to have accrued until the  expiration of the Lease
Term; or

                 (g) Lessor  may  retain and  apply against Lessor's damages all
sums which Lessor would, absent such Event of Default, be required to pay to, or
turn over to, a Lessee pursuant to the terms of this Lease.

         Section 13.2 Remedies Cumulative;  No Waiver;  Consents.  To the extent
permitted by, and subject to the mandatory requirements of, Applicable Law, each
and  every  right,  power  and  remedy  herein  specifically  given to Lessor or
otherwise in this Lease shall be



                                       19

<PAGE>



cumulative  and shall be in  addition  to every  other  right,  power and remedy
herein  specifically  given or now or hereafter existing at law, in equity or by
statute,  and each and every right, power and remedy whether specifically herein
given or otherwise  existing may be exercised from time to time and as often and
in such order as may be deemed  expedient  by Lessor,  and the  exercise  or the
beginning  of the exercise of any power or remedy shall not be construed to be a
waiver of the right to exercise at the same time or thereafter any right,  power
or remedy. No delay or omission by Lessor in the exercise of any right, power or
remedy or in the pursuit of any remedy  shall  impair any such  right,  power or
remedy or be  construed  to be a waiver of any default on the part of any Lessee
or to be an acquiescence  therein.  Lessor's  consent to any request made by any
Lessee shall not be deemed to constitute or preclude the necessity for obtaining
Lessor's consent, in the future, to all similar requests.  No express or implied
waiver by Lessor of any Event of Default shall in any way be, or be construed to
be, a waiver of any future or subsequent  Potential Event of Default or Event of
Default.  To the extent  permitted by Applicable  Law, each Lessee hereby waives
any rights now or hereafter  conferred by statute or otherwise  that may require
Lessor to sell,  lease or otherwise  use any Leased  Property or part thereof in
mitigation  of Lessor's  damages upon the  occurrence  of an Event of Default or
that may otherwise limit or modify any of Lessor's rights or remedies under this
Article XIII.

         Section 13.3 Purchase Upon an Event of Default.  Upon the occurrence of
an Event of Default,  until such time as Lessor commences material  preparations
for the sale or re-lease of the Leased Properties, the Lessees may purchase all,
but not less than all, of the Leased Properties for the Lease Balance,  plus any
amounts due pursuant to Section 7.5 of the Master Agreement. Such purchase shall
be made in accordance  with Section  14.5,  upon not less than five (5) Business
Days' written notice (which shall be irrevocable) to Lessor,  which notice shall
set forth the date of purchase  (which shall be a date no later than 30 Business
Days from the date of such notice).


                                  ARTICLE XIV.
              SALE, RETURN OR PURCHASE OF LEASED PROPERTY; RENEWAL

         Section 14.1  Lessee's  Option to  Purchase.

                  (a) Subject to the terms, conditions  and provisions set forth
in this Article XIV, each Lessee shall have the option (the "Purchase  Option"),
to be exercised as set forth below, to purchase from Lessor,  Lessor's  interest
in all of the Leased Properties; provided that, except as set forth in paragraph
(b) below,  such option must be exercised with respect to all, but not less than
all, of the Leased  Properties under all of the Lease  Supplements.  Such option
must be exercised by written notice to Lessor not later than six months prior to
the Lease Termination Date which notice shall be irrevocable;  such notice shall
specify the date that such purchase shall take place, which date shall be a date
occurring  not less  than  thirty  (30)  days  after  such  notice  or the Lease
Termination  Date  (whichever is earlier).  If the Purchase  Option is exercised
pursuant to the  foregoing,  then,  subject to the  provisions set forth in this
Article XIV, on the applicable



                                       20

<PAGE>



purchase  date or the Lease  Termination  Date, as the case may be, Lessor shall
convey  to each  Lessee,  by  special  warranty  deed and bill of sale,  without
recourse  or warranty  (other  than as to the absence of Lessor  Liens) and each
Lessee shall purchase from Lessor,  Lessor's  interest in the Leased  Properties
leased by such Lessee.

                  (b) Subject to the terms,  conditions and provisions set forth
in this Article XIV,  each Lessee shall have the option (the  "Partial  Purchase
Option"),  to be exercised as set forth below,  to purchase from Lessor Lessor's
interest in any Leased Property leased by such Lessee, provided that the Partial
Purchase  Option shall only be available  if, after giving  effect  thereto,  at
least one Leased  Property  remains  subject to this  Lease.  Such option may be
exercised by written  notice to Lessor at any time prior to the last year of the
term of this Lease, which notice shall be irrevocable; such notice shall specify
the Leased  Property to be purchased and the date that such purchase  shall take
place, which date shall be a date occurring not less than thirty (30) days after
such  notice.  If a  Partial  Purchase  Option  is  exercised  pursuant  to  the
foregoing,  subject to the  provisions  set forth in this  Article  XIV,  on the
applicable  purchase date,  Lessor shall convey to the related Lessee,  and such
Lessee shall purchase from Lessor, Lessor's interest in the Leased Property that
is the subject of such Partial Purchase Option pursuant to Section 14.5.

         Section 14.2  Conveyance  to Lessee.  Unless (a) the Lessees shall have
properly  exercised  the Purchase  Option and  purchased  the Leased  Properties
pursuant to Section  14.1(a) or 14.1(b)  hereof,  or (b) the Lessees  shall have
properly  exercised the  Remarketing  Option and shall have fulfilled all of the
conditions of Section 14.6 hereof,  then,  subject to the terms,  conditions and
provisions  set forth in this  Article  XIV,  each Lessee  shall  purchase  from
Lessor,  and Lessor shall convey to each Lessee,  on the Lease  Termination Date
all of Lessor's  interest in the Leased  Properties  leased to such Lessee.  Any
Lessee  may  designate,  in a notice  given  to  Lessor  not less  than ten (10)
Business Days prior to the closing of such purchase, or any purchase pursuant to
Section 14.1(a) or (b),(time  being of the essence),  the transferee to whom the
conveyance  shall be made (if other  than to such  Lessee),  in which  case such
conveyance  shall (subject to the terms and conditions set forth herein) be made
to such designee; provided, however, that such designation of a transferee shall
not  cause  any  Lessee  to be  released,  fully or  partially,  from any of its
obligations under this Lease.

         Section 14.3 Acceleration of Purchase Obligation.  The Lessees shall be
obligated to purchase Lessor's  interest in the Leased  Properties  immediately,
automatically  and without  notice upon the  occurrence  of any Event of Default
specified  in clause (f) of Article  XII,  for the  purchase  price set forth in
Section 14.4.  Upon the occurrence and during the continuance of any other Event
of Default,  the Lessees shall be obligated to purchase Lessor's interest in the
Leased  Properties  for the purchase price set forth in Section 14.4 upon notice
of such obligation from Lessor.

         Section 14.4  Determination of Purchase Price. Upon the purchase by the
Lessees of Lessor's  interest in the Leased  Properties upon the exercise of the
Purchase Option or



                                       21

<PAGE>



pursuant to Section 14.2 or 14.3,  the aggregate  purchase  price for all of the
Leased  Properties  shall be an  amount  equal to the  Lease  Balance  as of the
closing date for such  purchase,  plus any amount due pursuant to Section 7.5(f)
of the Master  Agreement  as a result of such  purchase.  Upon the purchase by a
Lessee of Lessor's  interest in a Leased Property upon the exercise of a Partial
Purchase Option,  the purchase price for such Leased Property shall be an amount
equal to the Leased Property  Balance for such Leased Property as of the closing
date for such  purchase,  plus any amount due pursuant to Section  7.5(f) of the
Master Agreement as the result of such purchase.

         Section  14.5  Purchase  Procedure.

                  (a) If a Lessee shall  purchase Lessor's  interest in a Leased
Property  pursuant to any provision of this Lease,  (i) such Lessee shall accept
from Lessor and Lessor shall convey such Leased  Property by a duly executed and
acknowledged  special warranty deed and quit claim bill of sale of such a Leased
Property  in  recordable  form,  (ii) upon the date  fixed for any  purchase  of
Lessor's interest in Leased Property hereunder,  the related Lessee(s) shall pay
to the order of the Agent  (or  Lessor if the Loans  have been paid in full) the
Lease Balance or Leased  Property  Balance,  as applicable,  plus any amount due
pursuant to Section 7.5 of the Master  Agreement as a result of such purchase by
wire  transfer of  immediately  available  funds,  (iii) Lessor will execute and
deliver  to  the  related  Lessee  such  other  documents,  including  releases,
affidavits, termination agreements and termination statements, as may be legally
required  or as may be  reasonably  requested  by Lessee in order to effect such
conveyance,  free and  clear of  Lessor  Liens  and the  Liens of the  Operative
Documents and (iv) if such Leased Property is subject to a Ground Lease,  Lessor
will execute and deliver to the related  Lessee an assignment or  termination of
such Ground Lease, as directed by such Lessee, in such form as may be reasonably
requested by such Lessee, and such Lessee shall pay any amounts due with respect
thereto under such Ground Lease.

                  (b) Each Lessee shall, at such Lessee's sole cost and expense,
obtain all required  governmental  and  regulatory  approval and consents and in
connection  therewith  shall make such filings as required by Applicable Law; in
the event  that  Lessor is  required  by  Applicable  Law to take any  action in
connection  with such purchase and sale, the Lessees shall pay prior to transfer
all reasonable  out-of-pocket costs incurred by Lessor in connection  therewith.
Without  limiting  the  foregoing,   all  costs  incident  to  such  conveyance,
including,   without   limitation,   each  Lessee's  attorneys'  fees,  Lessor's
attorneys' fees, commissions,  each Lessee's and Lessor's escrow fees, recording
fees, title insurance premiums and all applicable  documentary transfer or other
transfer  taxes  and other  taxes  required  to be paid in order to  record  the
transfer  documents  that might be imposed by reason of such  conveyance and the
delivery of such deed shall be borne entirely by and paid by the Lessees.

                  (c) Upon expiration or termination of this Lease resulting  in
conveyance  of Lessor's  interest in the title to the Leased  Properties  to the
Lessees,   there  shall  be  no  apportionment  of  rents  (including,   without
limitation,  water rents and sewer rents), taxes, insurance,  utility charges or
other charges payable with respect to the Leased Properties, all of



                                       22

<PAGE>



such rents,  taxes,  insurance,  utility or other  charges due and payable  with
respect to the  Leased  Properties  prior to  termination  being  payable by the
Lessees  hereunder  and all due after such time being  payable by the Lessees as
the then owners of the Leased Properties.

         Section 14.6 Option to Remarket.  Subject to the fulfillment of each of
the conditions set forth in this Section 14.6, the Lessees shall have the option
to market all of, but not less than all of,  the  Leased  Properties  for Lessor
(the "Remarketing Option").

         The Lessees'  effective  exercise and  consummation  of the Remarketing
Option  shall  be  subject  to the due  and  timely  fulfillment  of each of the
following  provisions,  the failure of any of which, unless waived in writing by
Lessor and the  Lenders,  shall render the  Remarketing  Option and the Lessees'
exercise  thereof null and void, in which event,  each Lessee shall be obligated
to perform its obligations under Section 14.2.

                  (a)  Not  later  than  twelve   months   prior  to  the  Lease
Termination  Date,  DTD shall give to Lessor and the Agent written notice of the
Lessees' exercise of the Remarketing Option.

                  (b) Not later than ten (10)  Business  Days prior to the Lease
Termination  Date,  each  Lessee  shall  deliver  to  Lessor  and the  Agent  an
environmental  assessment of each Leased  Property  leased by it dated not later
than   forty-five  (45)  days  prior  to  the  Lease   Termination   Date.  Such
environmental  assessment  shall  be  prepared  by an  environmental  consultant
selected by the  related  Lessee and  reasonably  satisfactory  to the  Required
Funding Parties, shall be in form, detail and substance reasonably  satisfactory
to the Required Funding Parties,  and shall otherwise indicate no degradation in
environmental  conditions  beyond those  described in the related  Environmental
Audit for which  corrective  action is required by Applicable  Law and shall not
include a recommendation for further investigation to make such determination.

                  (c) On the date of DTD's notice to Lessor and the Agent of the
Lessees' exercise of the Remarketing Option, each of the Construction Conditions
shall have been timely  satisfied and no Event of Default or Potential  Event of
Default shall exist,  and thereafter,  no Event of Default or Potential Event of
Default shall exist under this Lease.

                  (d) Each Lessee shall have completed in all material  respects
all Alterations,  restoration and rebuilding of the Leased  Properties leased by
it pursuant to Sections  6.1,  6.2, 10.3 and 10.4 (as the case may be) and shall
have fulfilled in all material  respects all of the conditions and  requirements
in connection  therewith pursuant to said Sections,  in each case by the date on
which Lessor and the Agent receive DTD's notice of the Lessees'  exercise of the
Remarketing  Option (time being of the essence),  regardless of whether the same
shall be within such Lessee's control.



                                       23

<PAGE>



                  (e) Upon  request by the Agent,  each  Lessee  shall  promptly
provide any maintenance records relating to each Leased Property leased by it to
Lessor, the Agent and any potential purchaser, and shall otherwise do all things
necessary  to  deliver  possession  of such  Leased  Property  to the  potential
purchaser at the appropriate  closing date. Each Lessee shall allow Lessor,  the
Agent and any potential purchaser reasonable access during normal business hours
to any Leased Property for the purpose of inspecting the same.

                  (f) On the Lease Termination Date, each Lessee shall surrender
the Leased Properties leased by it in accordance with Section 14.8 hereof.

                  (g) In connection with any such sale of the Leased Properties,
each Lessee will provide to the purchaser all customary  "seller's"  indemnities
requested  by the  potential  purchaser  (taking  into  account the location and
nature of the  Leased  Properties),  representations  and  warranties  regarding
title,  absence of Liens  (except  Lessor Liens) and the condition of the Leased
Properties.  Each  Lessee  shall  fulfill all of the  requirements  set forth in
clause (b) of Section 14.5, and such  requirements  are  incorporated  herein by
reference.  As to  Lessor,  any such sale  shall be made on an "as is,  with all
faults"  basis  without  representation  or warranty  by Lessor,  other than the
absence of Lessor Liens.

                  (h) In  connection  with any such sale of  Leased  Properties,
each Lessee shall pay directly,  and not from the sale proceeds, all prorations,
credits,  costs and expenses of the sale of the Leased  Properties leased by it,
whether  incurred by Lessor,  any Lender,  the Agent or such  Lessee,  including
without  limitation,  to the extent not paid by the  purchaser,  the cost of all
title insurance,  surveys,  environmental reports,  appraisals,  transfer taxes,
Lessor's  and the  Agent's  attorneys'  fees,  such  Lessee's  attorneys'  fees,
commissions,  escrow fees,  recording  fees, and all applicable  documentary and
other transfer taxes.

                  (i) The Lessees, jointly and severally, shall pay to the Agent
on the Lease  Termination  Date (or to such other  Person as Agent shall  notify
Lessee in writing,  or in the case of Supplemental  Rent, to the Person entitled
thereto) an amount equal to the Recourse Deficiency Amount, plus all accrued and
unpaid Basic Rent and Supplemental  Rent, and all other amounts  hereunder which
have  accrued  prior to or as of such date,  in the type of funds  specified  in
Section 3.3 hereof.

         If the Lessees have  exercised the  Remarketing  Option,  the following
additional  provisions  shall apply:  During the period  commencing  on the date
twelve months prior to the scheduled  expiration of the Lease Term,  one or more
of the  Lessees  shall,  as  nonexclusive  agent for  Lessor,  use  commercially
reasonable  efforts to sell Lessor's  interest in the Leased Properties and will
attempt to obtain the highest purchase price therefor. All such marketing of the
Leased  Properties shall be at the Lessees' sole expense.  Lessee promptly shall
submit all bids



                                       24

<PAGE>



to Lessor  and the Agent and  Lessor and the Agent will have the right to review
the same and the right to submit any one or more  bids.  All bids shall be on an
all-cash  basis.  In no event shall such bidder be a Lessee or any Subsidiary or
Affiliate of a Lessee. The written offer must specify the Lease Termination Date
as the  closing  date.  If, and only if,  the  aggregate  selling  price (net of
closing costs and prorations, as reasonably estimated by the Agent) is less than
the  difference  between  the  Lease  Balance  at such time  minus the  Recourse
Deficiency  Amount,  then  Lessor or the  Agent  may,  in its sole and  absolute
discretion,  by notice to DTD, reject such offer to purchase, in which event the
parties will  proceed  according to the  provisions  of Section 14.7 hereof.  If
neither Lessor nor the Agent rejects such purchase offer as provided above,  the
closing of such purchase of the Leased  Properties by such purchaser shall occur
on the Lease Termination Date,  contemporaneously with the Lessees' surrender of
the Leased  Properties  in  accordance  with Section 14.8 hereof,  and the gross
proceeds of the sale (i.e.,  without  deduction  for any  marketing,  closing or
other costs,  prorations or commissions) shall be paid directly to the Agent (or
Lessor if the Funded Amounts have been fully paid);  provided,  however, that if
the sum of the gross proceeds from such sale plus the Recourse Deficiency Amount
paid by the Lessees on the Lease  Termination  Date pursuant to Section 14.6(i),
minus  any and  all  reasonable  costs  and  expenses  (including  broker  fees,
appraisal costs, reasonable legal fees and transfer taxes) incurred by the Agent
or Lessor in connection with the marketing of the Leased  Properties or the sale
thereof exceeds the Lease Balance as of such date, then the excess shall be paid
to DTD on the Lease Termination  Date. No Lessee shall have the right,  power or
authority  to bind Lessor in  connection  with any  proposed  sale of the Leased
Properties.

         Section 14.7  Rejection  of Sale.  Notwithstanding  anything  contained
herein to the contrary,  if Lessor or the Agent  rejects the purchase  offer for
the Leased  Properties as provided in (and subject to the  conditions  set forth
in) Section 14.6, then (a) the Lessees, jointly and severally,  shall pay to the
Agent the Recourse Deficiency Amount pursuant to Section 14.6(i), and (b) Lessor
shall retain title to the Leased Properties.

         Section 14.8 Return of Leased Property.  If Lessor retains title to any
Leased Property pursuant to Section 14.7 hereof,  then each Lessee shall, on the
Lease Termination Date, and at its own expense,  return possession of the Leased
Properties  leased by it to Lessor for  retention  by Lessor or, if the  Lessees
properly  exercise the  Remarketing  Option and fulfill all of the conditions of
Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer
pursuant to Section  14.6,  then each Lessee  shall,  on such Lease  Termination
Date, and at its own cost,  transfer  possession of the Leased Properties leased
by it to the independent  purchaser  thereof,  in each case by surrendering  the
same into the possession of Lessor or such  purchaser,  as the case may be, free
and clear of all Liens other than Lessor Liens,  in as good  condition as it was
on the Completion Date therefor in the case of new Construction,  or the Funding
Date (as modified by  Alterations  permitted by this Lease),  ordinary  wear and
tear excepted,  and in compliance in all material  respects with Applicable Law.
Each Lessee  shall,  on and within a reasonable  time before and after the Lease
Termination  Date,  cooperate with Lessor and the  independent  purchaser of any
Leased



                                       25

<PAGE>



Property  leased  by such  Lessee  in  order to  facilitate  the  ownership  and
operation by such purchaser of such Leased Property after the Lease  Termination
Date, which  cooperation  shall include the following,  all of which such Lessee
shall do on or before the Lease  Termination  Date or as soon  thereafter  as is
reasonably  practicable:  providing all books and records  regarding the related
Lessee's  maintenance  of such  Leased  Property  and  all  know-how,  data  and
technical  information  relating  thereto,  providing  a copy of the  Plans  and
Specifications  within  the  possession  of  such  Lessee  or DTD,  granting  or
assigning  all licenses (to the extent  assignable)  necessary for the operation
and  maintenance  of such  Leased  Property,  and  cooperating  in  seeking  and
obtaining all necessary  Governmental  Action.  Each Lessee shall have also paid
the cost of all Alterations  commenced prior to the Lease  Termination Date. The
obligations  of such Lessee under this Article XIV shall survive the  expiration
or termination of this Lease.

         Section 14.9 Renewal.  Subject to the conditions set forth herein,  DTD
may,  by  written  notice to Lessor and the Agent  given not later  than  twelve
months and not earlier than sixteen  months,  prior to the then scheduled  Lease
Termination Date, request to renew this Lease for five years,  commencing on the
date following such Lease Termination Date,  provided that in no event shall the
Lease Term exceed  fifteen  (15)  years.  No later than the date that is 45 days
after the date the request to renew has been delivered to each of Lessor and the
Agent,  the Agent will notify DTD whether or not Lessor and the Lenders  consent
to such renewal  request (which consent may be granted or denied in the Lessor's
and each Lender's sole  discretion  and may be  conditioned  on such  conditions
precedent as may be specified by Lessor or such  Lender).  If the Agent fails to
respond in such time frame,  such  failure  shall be deemed to be a rejection of
such request.

         Section 14.10  Environmental  Report.  Upon  termination of this Lease,
unless the Lessees have  exercised  the  Remarketing  Option and  complied  with
Section 14.6, each Lessee shall deliver,  at the Lessees' expense, to Lessor and
the Agent an  environmental  assessment of each Leased  Property leased by it at
any time during the Lease Term. Such environmental  assessment shall be prepared
by an environmental consultant,  and shall be in a form, reasonably satisfactory
to Lessor and the Agent.


                                   ARTICLE XV.
                               LESSEE'S EQUIPMENT

         After any  repossession  of any Leased  Property  (whether  or not this
Lease has been  terminated),  the related Lessee,  at its expense and so long as
such removal of such trade  fixture,  personal  property or equipment  shall not
result in a violation of Applicable Law,  shall,  within a reasonable time after
such  repossession  or within  ninety (90) days after such  Lessee's  receipt of
Lessor's  written  request  (whichever  shall first  occur),  remove all of such
Lessee's  trade  fixtures,  personal  property  and  equipment  from such Leased
Property  (to the extent that the same can be readily  removed  from such Leased
Property without causing



                                       26

<PAGE>



material damage to such Leased Property);  provided,  however,  that such Lessee
shall not remove any such trade  fixtures,  personal  property or equipment that
has  been  financed  by  Lessor  under  the  Operative  Documents  or  otherwise
constituting  Leased  Property  (or  that  constitutes  a  replacement  of  such
property). Any of a Lessee's trade fixtures, personal property and equipment not
so removed by such Lessee  within such period shall be  considered  abandoned by
such Lessee, and title thereto shall without further act vest in Lessor, and may
be  appropriated,  sold,  destroyed or otherwise  disposed of by Lessor  without
notice to any Lessee and without  obligation to account therefor and the related
Lessee will pay Lessor,  upon written demand,  all reasonable costs and expenses
incurred by Lessor in  removing,  storing or disposing of the same and all costs
and  expenses  incurred by Lessor to repair any damage to such  Leased  Property
caused by such removal.  Each Lessee will immediately  repair at its expense all
damage to such Leased  Property  caused by any such removal (unless such removal
is effected by Lessor, in which event such Lessee shall pay all reasonable costs
and  expenses  incurred  by  Lessor  for such  repairs).  Lessor  shall  have no
liability in exercising  Lessor's rights under this Article XV, nor shall Lessor
be responsible for any loss of or damage to any Lessee's  personal  property and
equipment.


                                  ARTICLE XVI.
                           RIGHT TO PERFORM FOR LESSEE

         If  any  Lessee  shall  fail  to  perform  or  comply  with  any of its
agreements  contained  herein,  Lessor,  upon notice to DTD or such Lessee,  may
perform or comply with such agreement, and Lessor shall not thereby be deemed to
have waived any default  caused by such failure,  and the amount of such payment
and the  amount of the  expenses  of Lessor  (including  actual  and  reasonable
attorneys'  fees and expenses)  incurred in connection  with such payment or the
performance of or compliance with such  agreement,  as the case may be, shall be
deemed  Supplemental Rent, payable by the related Lessee to Lessor within thirty
(30) days after written demand therefor.


                                  ARTICLE XVII.
                                  MISCELLANEOUS

         Section 17.1 Reports.  To the extent required under  Applicable Law and
to the extent it is  reasonably  practical  for a Lessee to do so,  such  Lessee
shall prepare and file in timely  fashion,  or, where such filing is required to
be made by Lessor or it is otherwise  not  reasonably  practical for a Lessee to
make such filing, Lessee shall prepare and deliver to Lessor (with a copy to the
Agent)  within a  reasonable  time prior to the date for filing and Lessor shall
file,  any material  reports with respect to the  condition or operation of such
Leased  Property  that  shall  be  required  to be filed  with any  Governmental
Authority.




                                       27

<PAGE>



         Section 17.2 Binding  Effect;  Successors  and Assigns;  Survival.  The
terms and provisions of this Lease,  and the respective  rights and  obligations
hereunder  of Lessor and the  Lessees,  shall be binding  upon their  respective
successors, legal representatives and assigns (including, in the case of Lessor,
any Person to whom  Lessor may  transfer  any Leased  Property  or any  interest
therein in accordance with the provisions of the Operative Documents), and inure
to the benefit of their  respective  permitted  successors and assigns,  and the
rights  granted  hereunder to the Agent and the Lenders shall inure  (subject to
such  conditions  as are  contained  herein) to the benefit of their  respective
permitted  successors and assigns.  Each Lessee hereby  acknowledges that Lessor
has assigned all of its right, title and interest to, in and under this Lease to
the Agent and the Lenders  pursuant to the Loan Agreement and related  Operative
Documents,  and that all of Lessor's  rights  hereunder  may be exercised by the
Agent.

         Section  17.3  Quiet  Enjoyment.  Lessor  covenants  that it  will  not
interfere  in the related  Lessee's or any of its  permitted  sublessees'  quiet
enjoyment  of the Leased  Properties  in  accordance  with this Lease during the
Lease Term, so long as no Event of Default has occurred and is continuing.  Such
right of quiet  enjoyment  is  independent  of, and shall not  affect,  Lessor's
rights  otherwise  to initiate  legal action to enforce the  obligations  of the
Lessees under this Lease.

         Section 17.4 Notices.  Unless otherwise  specified herein, all notices,
offers,   acceptances,   rejections,   consents,   requests,  demands  or  other
communications to or upon the respective  parties hereto shall be in writing and
shall be deemed to have been  given as set forth in  Section  8.2 of the  Master
Agreement.  All  such  notices,  offers,  acceptances,   rejections,   consents,
requests,  demands or other  communications  shall be addressed as follows or to
such other address as any of the parties hereto may designate by written notice:

         If to Lessor:               Atlantic Financial Group, Ltd.
                                     c/o Grogan & Browner
                                     2311 Cedar Springs Road, Suite 150
                                     Dallas, Texas 75201
                                     Attn: Stephen Brookshire




                                       28

<PAGE>



         If to DTD
         or any other Lessee:        Dollar Tree Stores, Inc.
                                     500 Volvo Parkway
                                     Chesapeake, VA 23320
                                     Attn:  Frederick C. Coble
                                     Facsimile:  757-321-5111

         with a copy to:             Hofhemier Nusbaum, P.C.
                                     1700 Dominion Tower
                                     999 Waterside Drive
                                     Norfolk, VA 23510
                                     Attn:  William A. Old, Jr., Esq.
                                     Facsimile:  757-629-0660

         If to Agent:                Crestar Bank
                                     500 Main Street
                                     Norfolk, Virginia  23510
                                     Attn:  Bruce W. Nave
                                     Facsimile:  757-624-5457

         with a copy to:             SunTrust Equitable Securities Corporation
                                     303 Peachtree Street, 24th Floor
                                     MC 3951
                                     Atlanta, Georgia 30308
                                     Attn: Todd Shutley

         If to a Lender, to the address provided in the Master Agreement.

         Section 17.5  Severability.  Any  provision of this Lease that shall be
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  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,  and Lessee shall remain
liable  to  perform  its  obligations  hereunder  except  to the  extent of such
unenforceability.  To the extent permitted by Applicable Law, each Lessee hereby
waives any  provision of law that renders any  provision  hereof  prohibited  or
unenforceable in any respect.

         Section 17.6 Amendment; Complete Agreements. Neither this Lease nor any
of the terms hereof may be terminated, amended, supplemented, waived or modified
orally,  except  by an  instrument  in  writing  signed  by  Lessor  and  DTD in
accordance  with the  provisions  of Section 8.4 of the Master  Agreement.  This
Lease,  together with the applicable  Lease  Supplement and the other  Operative
Documents,  is  intended  by the  parties as a final  expression  of their lease
agreement and as a complete and exclusive statement of the terms



                                       29

<PAGE>



thereof,  all  negotiations,  considerations  and  representations  between  the
parties having been incorporated herein and therein. No course of prior dealings
between the parties or their officers,  employees, agents or Affiliates shall be
relevant or admissible to supplement,  explain, or vary any of the terms of this
Lease or any other  Operative  Document.  Acceptance of, or  acquiescence  in, a
course of  performance  rendered under this or any prior  agreement  between the
parties or their Affiliates shall not be relevant or admissible to determine the
meaning of any of the terms of this Lease or any other  Operative  Document.  No
representations,  undertakings,  or agreements  have been made or relied upon in
the  making  of this  Lease  other  than  those  specifically  set  forth in the
Operative Documents.

         Section  17.7  Construction.  This Lease  shall not be  construed  more
strictly  against any one party,  it being  recognized  that both of the parties
hereto have  contributed  substantially  and materially to the  preparation  and
negotiation of this Lease.

         Section  17.8  Headings.  The Table of  Contents  and  headings  of the
various  Articles  and Sections of this Lease are for  convenience  of reference
only and shall  not  modify,  define  or limit  any of the  terms or  provisions
hereof.

         Section  17.9  Counterparts.  This Lease may be executed by the parties
hereto in separate  counterparts,  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  17.10  GOVERNING  LAW.  THIS LEASE  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,
EXCEPT AS TO MATTERS  RELATING  TO THE  CREATION  OF THE  LEASEHOLD  OR MORTGAGE
ESTATES HEREUNDER, AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT THERETO,
WHICH SHALL BE  GOVERNED  BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAW OF THE
STATES IN WHICH SUCH ESTATES ARE LOCATED.

         Section 17.11 Discharge of Lessee's  Obligations by its Subsidiaries or
Affiliates. Lessor agrees that performance of any Lessee's obligations hereunder
by one or more of such  Lessee's  Subsidiaries  or Affiliates  shall  constitute
performance  by Lessee of such  obligations to the same extent and with the same
effect hereunder as if such  obligations  were performed by such Lessee,  but no
such performance shall excuse any Lessee from any obligation not performed by it
or on its behalf under the Operative Documents.

         Section  17.12  Liability  of  Lessor  Limited.   Except  as  otherwise
expressly  provided below in this Section 17.12, it is expressly  understood and
agreed by and between each Lessee,  Lessor and their  respective  successors and
assigns  that  nothing  herein  contained  shall be  construed  as creating  any
liability  of  Lessor  or any  of its  Affiliates  or  any of  their  respective
officers,  directors,  employees or agents,  individually or personally, for any
failure



                                       30

<PAGE>



to perform any covenant,  either express or implied,  contained herein, all such
liability  (other than that resulting from Lessor's gross  negligence or willful
misconduct,  except to the extent  imputed  to Lessor by virtue of any  Lessee's
action or failure to act), if any, being expressly  waived by each Lessee and by
each and every Person now or hereafter claiming by, through or under any Lessee,
and that, so far as Lessor or any of its  Affiliates or any of their  respective
officers,  directors,  employees  or  agents,  individually  or  personally,  is
concerned,  each Lessee and any Person  claiming by, through or under any Lessee
shall  look  solely to the  right,  title and  interest  of Lessor in and to the
Leased  Properties  and any proceeds from Lessor's sale or  encumbrance  thereof
(provided, however, that no Lessee shall be entitled to any double recovery) for
the  performance  of any  obligation  under this  Lease and under the  Operative
Documents and the  satisfaction of any liability  arising  therefrom (other than
that resulting from Lessor's gross negligence or willful  misconduct,  except to
the  extent  imputed  to Lessor by virtue of any  Lessee's  action or failure to
act).

         Section 17.13 Estoppel  Certificates.  Each party hereto agrees that at
any time and from time to time during the Lease Term, it will  promptly,  but in
no event later than thirty  (30) days after  request by the other party  hereto,
execute,  acknowledge  and  deliver  to such other  party or to any  prospective
purchaser  (if such  prospective  purchaser has signed a commitment or letter of
intent to  purchase  any  Leased  Property  or any part  thereof  or any  Note),
assignee  or  mortgagee  or  third  party  designated  by such  other  party,  a
certificate  stating (a) that this Lease is  unmodified  and in force and effect
(or if there have been modifications,  that this Lease is in force and effect as
modified,  and identifying the modification  agreements);  (b) the date to which
Basic Rent has been paid;  (c) whether or not there is any  existing  default by
any Lessee in the payment of Basic Rent or any other sum of money hereunder, and
whether or not there is any other existing  default by either party with respect
to which a notice of default has been served, and, if there is any such default,
specifying the nature and extent  thereof;  (d) whether or not, to the knowledge
of the  signer,  there  are  any  setoffs,  defenses  or  counterclaims  against
enforcement of the  obligations to be performed  hereunder  existing in favor of
the party executing such  certificate and (e) other items that may be reasonably
requested;  provided  that no  such  certificate  may be  requested  unless  the
requesting party has a good faith reason for such request.

         Section  17.14  No  Joint  Venture.  Any  intention  to  create a joint
venture,  partnership  or other  fiduciary  relationship  between Lessor and any
Lessee is hereby expressly disclaimed.

         Section 17.15 No Accord and  Satisfaction.  The acceptance by Lessor of
any sums from any Lessee  (whether as Basic Rent or  otherwise) in amounts which
are less than the  amounts  due and  payable  by the  Lessees  hereunder  is not
intended,  nor shall be construed,  to constitute an accord and  satisfaction of
any dispute between Lessor and any Lessee  regarding sums due and payable by any
Lessee hereunder, unless Lessor specifically deems it as such in writing.




                                       31

<PAGE>



         Section  17.16 No Merger.  In no event shall the  leasehold  interests,
estates or rights of any Lessee hereunder, or of the holder of any Notes secured
by a security  interest  in this  Lease,  merge with any  interests,  estates or
rights of Lessor in or to the Leased  Properties,  it being understood that such
leasehold  interests,  estates and rights of each Lessee  hereunder,  and of the
holder of any Notes  secured  by a security  interest  in this  Lease,  shall be
deemed to be separate and distinct from Lessor's  interests,  estates and rights
in or to the Leased Properties, notwithstanding that any such interests, estates
or rights  shall at any time or times be held by or  vested in the same  person,
corporation or other entity.

         Section 17.17 Survival.  The obligations of each Lessee to be performed
under this Lease  prior to the Lease  Termination  Date and the  obligations  of
Lessee pursuant to Articles III, X, XI, XIII,  Sections 14.2,  14.3, 14.4, 14.5,
14.8,  Articles  XV, and XVI,  and  Sections  17.10 and 17.12 shall  survive the
expiration or termination of this Lease. The extension of any applicable statute
of limitations  by Lessor,  any Lessee,  the Agent or any  Indemnitee  shall not
affect such survival.

         Section 17.18 Chattel Paper. To the extent that this Lease  constitutes
chattel  paper (as such term is defined in the  Uniform  Commercial  Code in any
applicable  jurisdiction),  no  security  interest  in this Lease may be created
through  the  transfer  or  possession  of any  counterpart  other than the sole
original  counterpart,  which shall be identified as the original counterpart by
the receipt of the Agent.

         Section 17.19   Time of Essence.  Time is of the essence of this Lease.

         Section 17.20  Recordation of Lease.  Each Lessee will, at its expense,
cause  this  Lease or a  memorandum  of lease in form and  substance  reasonably
satisfactory  to Lessor and such Lessee (if permitted by  Applicable  Law) to be
recorded in the proper office or offices in the States and the municipalities in
which the Land is located.

         Section 17.21  Investment of Security  Funds.  The parties hereto agree
that any amounts not payable to a Lessee  pursuant to any  provision  of Article
VIII,  X or XIV or this  Section  17.21 shall be held by the Agent (or Lessor if
the Loans have been fully paid) as security for the  obligations  of the Lessees
under  this  Lease  and the  Master  Agreement  and of  Lessor  under  the  Loan
Agreement. At such time as such amounts are payable to the Lessee, such amounts,
net of any amounts previously applied to the Lessees'  obligations  hereunder or
under the Master  Agreement  (which  application is hereby agreed to by Lessee),
shall be paid to the  related  Lessee.  Any such  amounts  which are held by the
Agent (or Lessor if the Loans have been fully paid) pending  payment to a Lessee
shall until paid to such Lessee, as provided  hereunder or until applied against
the Lessees'  obligations  herein and under the Master Agreement and distributed
as provided in the Loan  Agreement  or herein  (after the Loan  Agreement  is no
longer in effect) in  connection  with any  exercise of remedies  hereunder,  be
invested by the Agent or Lessor,  as the case may be, as  directed  from time to
time in  writing  by  Lessee  (provided,  however,  if an Event of  Default  has
occurred and is



                                       32

<PAGE>



continuing  it will be  directed  by the Agent or, if the Loans  have been fully
paid,  Lessor)  and  at the  expense  and  risk  of the  Lessees,  in  Permitted
Investments.  Any gain (including  interest  received) realized as the result of
any such  investment (net of any fees,  commissions and other expenses,  if any,
incurred in connection with such investment) shall be applied in the same manner
as the principal invested.  Lessee upon demand shall pay to the Agent or Lessor,
as  appropriate,  the amount of any loss  incurred in  connection  with all such
investments and the liquidation thereof.

         Section 17.22 Ground Leases.  Each Lessee will, at its expense,  timely
perform all of the  obligations  of Lessor,  in its  capacity as ground  lessee,
under each Ground Lease and, if requested by Lessor shall  provide  satisfactory
evidence to Lessor of such performance.

         Section 17.23 Land and Building.  If any Building and the Land on which
such Building is located are subject to separate Lease Supplements,  at any time
that the related  Lessee  exercises an option to purchase  such Building or such
Land,  or to renew this Lease with respect to such  Building or such Land, or is
obligated  to  purchase  such  Building  or such Land as a result of an Event of
Loss, an Event of Taking or an Event of Default,  such purchase or renewal shall
be made simultaneously with respect to all of such Building and such Land.

         Section  17.24  Joint  and  Several.  Each  obligation  of each  Lessee
hereunder shall be a joint and several obligation of all of the Lessees.

         Section 17.25  Construction Land Interests.  Notwithstanding  any other
provision of this Lease or any of the Operative  Documents,  the following shall
apply with respect to any Construction  Land Interest and take priority over any
other  provision  hereof or any of the Operative  Documents from the date hereof
until  the  earlier  of the  Completion  Date for such  Leased  Property  or the
Construction Term Expiration Date:

                  (a) If the  Completion  Date for such Leased  Property has not
occurred prior to the  Construction  Term Expiration  Date, which failure is not
waived by the Lessor; or

                 (b) If the  cost of the  acquisition  of Land and  construction
of the Buildings exceeds the Construction  Budget for such Leased Property which
is not accepted and waived by the Lessor; or

                  (c) Upon the  occurrence of an Event of Default which is based
upon the  existence  of any  mechanics,  materialmen  or similar lien based upon
goods or  services  provided to such  Leased  Property  which is not a Permitted
Lien; or

                  (d) Upon the occurrence of an Event of Default  which is based
upon a casualty loss of all or substantially all of such Leased Property;




                                       33

<PAGE>



which,  in any event,  is both (i)  unrelated  to any breach by any Lessee,  the
Guarantor  or  the  Construction  Agent  of  any  representation,   warranty  or
obligation under any Operative  Document,  (ii) such event or circumstances  are
beyond  the  control  of such  Persons,  and  (iii)  not  caused  by any  fraud,
misrepresentation,  misapplication  of funds or malfeasance  of any Lessee,  the
Guarantor or the  Construction  Agent then, in any such event,  the Construction
Agent shall  immediately,  at its option,  either pay to Lessor the Construction
Failure  Payment for such  Leased  Property  or  purchase  such Leased  Property
pursuant  to the  Construction  Agency  Agreement,  whereupon  this Lease  shall
terminate with respect to such Leased Property.

         Section 17.26 IDB  Documentation.  If any Leased Property is subject to
an IDB Lease,  this Lease shall be deemed to be a sublease.  Each Lessee  hereby
agrees to perform all of its obligations and all obligations of Lessor under all
IDB Documentation related to any Leased Property.



                            [Signature page follows]



                                       34

<PAGE>



         IN  WITNESS  WHEREOF,  the  undersigned  have each  caused  this  Lease
Agreement to be duly  executed and  delivered  and attested by their  respective
officers thereunto duly authorized as of the day and year first above written.



Witnessed:                             DOLLAR TREE DISTRIBUTION, INC.,
                                       as a Lessee


By: /s/ Karen L. Joyner                      By:  /s/ Frederick C. Coble
         Name:Karen L. Joyner                Name:  Frederick C. Coble
                                             Title: Senior Vice President, CFO
By: /s/ Virginia Collins
         Name: Virginia Collins




                                                                           LEASE
                                                                       AGREEMENT


                                       S-1

<PAGE>



                                       ATLANTIC FINANCIAL GROUP, LTD.,
                                       as Lessor

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

By: /s/ Pattie Keath                         By: /s/ Stephen Brookshire
    Name:Pattie Keath                        Name: Stephen Brookshire
                                             Title: President

By: /s/ Lori Decker
    Name: Lori Decker



                                                                           LEASE
                                                                       AGREEMENT


                                       S-2

<PAGE>



Receipt  of  this  original   counterpart  of  the  foregoing  Lease  is  hereby
acknowledged as of the date hereof.

                                       CRESTAR BANK,
                                       as the Agent


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





                                                                           LEASE
                                                                       AGREEMENT


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Recording requested by EXHIBIT A TO THE LEASE
and when recorded mail to:

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                 LEASE SUPPLEMENT NO. __ AND MEMORANDUM OF LEASE

         THIS LEASE SUPPLEMENT NO. __ (this "Lease Supplement") dated as of [ ],
between ATLANTIC  FINANCIAL GROUP,  LTD., as lessor (the "Lessor"),  and [DOLLAR
TREE  DISTRIBUTION,  INC.,  a Virginia  corporation,]  as lessee  (the  "Related
Lessee").

         WHEREAS  Lessor is the owner of the Land described on Schedule I hereto
and wishes to lease the Land together  with any Building and other  improvements
thereon or which thereafter may be constructed  thereon pursuant to the Lease to
Lessee;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements  herein  contained  and other good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

         SECTION 1.  Definitions;  Interpretation.  For  purposes  of this Lease
Supplement, capitalized terms used herein and not otherwise defined herein shall
have the meanings  assigned to them in Appendix A to the Master Lease Agreement,
dated as of January 13, 2000 (as amended and supplemented from time to time, the
"Lease"),  among  the  Lessees  named  therein  and  Lessor;  and the  rules  of
interpretation  set forth in  Appendix A to the Lease  shall apply to this Lease
Supplement.

         SECTION  2.  The  Properties.  Attached  hereto  as  Schedule  I is the
description  of  certain  Land  (the  "Subject  Property").  Effective  upon the
execution and delivery of this Lease Supplement by Lessor and Lessee, such Land,
together with any Building and other  improvements  thereon or which  thereafter
may be  constructed  thereon shall be subject to the terms and provisions of the
Lease and Lessor hereby  grants,  conveys,  transfers and assigns to the Related
Lessee those interests,  rights, titles, estates, powers and privileges provided
for in the Lease with respect to the Subject Property.




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         SECTION  3.  Amendments  to Lease with  Respect  to  Subject  Property.
Effective upon the execution and delivery of this Lease Supplement by Lessor and
the Related Lessee,  the following terms and provisions shall apply to the Lease
with respect to the Subject Property:

                    [Insert Applicable Sections per Local Law
                    as contemplated by the Master Agreement]

         SECTION 4. Ratification; Incorporation. Except as specifically modified
hereby,  the terms and provisions of the Lease are hereby ratified and confirmed
and remain in full force and effect.  The terms of the Lease (as amended by this
Lease  Supplement)  are by this  reference  incorporated  herein and made a part
hereof.

         SECTION 5. Original Lease  Supplement.  The single executed original of
this  Lease  Supplement  marked  "THIS  COUNTERPART  IS  THE  ORIGINAL  EXECUTED
COUNTERPART"  on the signature  page thereof and  containing  the receipt of the
Agent  therefor on or following the signature page thereof shall be the original
executed   counterpart  of  this  Lease   Supplement  (the  "Original   Executed
Counterpart").  To the extent  that this Lease  Supplement  constitutes  chattel
paper,  as such term is defined in the Uniform  Commercial  Code as in effect in
any applicable  jurisdiction,  no security interest in this Lease Supplement may
be created through the transfer or possession of any counterpart  other than the
Original Executed Counterpart.

         SECTION 6.  GOVERNING LAW. THIS LEASE  SUPPLEMENT  SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF GEORGIA,  BUT EXCLUDING
ALL OTHER CHOICE OF LAW AND  CONFLICTS OF LAW RULES OF SUCH STATE,  EXCEPT AS TO
MATTERS  RELATING  TO  THE  CREATION  OF  THE  LEASEHOLD  AND  MORTGAGE  ESTATES
HEREUNDER,  AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT THERETO,  WHICH
SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE LAW OF THE STATE IN
WHICH SUCH ESTATES ARE LOCATED.

         SECTION 7. Counterpart Execution. This Lease Supplement may be executed
in any number of  counterparts  and by each of the  parties  hereto in  separate
counterparts,  all such counterparts  together constituting but one and the same
instrument.







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         IN WITNESS  WHEREOF,  each of the parties  hereto has caused this Lease
Supplement to be duly executed by an officer thereunto duly authorized as of the
date and year first above written.

Witnessed:                                   ATLANTIC FINANCIAL GROUP, LTD.,
                                              as the Lessor

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


By:                                             By:____________________________
      Name:                                           Name:
                                                      Title:

Witnessed:                                     [DOLLAR TREE DISTRIBUTION, INC.],
                                                as Related Lessee


By: ____________________________                By:____________________________
       Name:                                           Name:
                                                       Title:
By: ____________________________
       Name:





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STATE OF _________________          )
                                            )  ss.:
COUNTY OF ________________          )


         The  foregoing  Lease  Supplement  was  acknowledged   before  me,  the
undersigned  Notary Public,  in the County of  ______________,  ____ ____,  this
_____  day  of  __________,   _______________,   by  _____________________,   as
____________________ of Atlantic Financial
Group, Ltd., on behalf of such partnership.



[Notarial Seal]                             ___________________________
                                                              Notary Public


My commission expires:  _____________





STATE OF _________________          )
                                            )  ss.:
COUNTY OF ________________          )


         The  foregoing  Lease  Supplement  was  acknowledged   before  me,  the
undersigned Notary Public, in the County of ______________, ___ ____, this _____
day of __________, __________, by ___________, as _____________, of [Dollar Tree
Distribution, Inc., a Virginia] corporation, on behalf of the corporation.


[Notarial Seal]                             ______________________________
                                                              Notary Public


My commission expires:  ______________




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Receipt of this original counterpart of the foregoing Lease Supplement is hereby
acknowledged as of the date hereof.

                                             CRESTAR BANK,
                                             as the Agent


                                             By: __________________________
                                                    Name:
                                                    Title:







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