EXHIBIT 10.10

                   AMENDED AND RESTATED OFFICE LEASE AGREEMENT

         THIS AMENDED AND RESTATED OFFICE LEASE AGREEMENT ("Lease") made and
entered into this 1st day of January, 2004, by and between ROWLAND SCHAEFER &
ASSOCIATES, a Florida general partnership ("Landlord"), whose address for
purposes hereof shall be Three Southwest 129th Avenue, Pembroke Pines, Florida
33027, and CLAIRE'S STORES, INC. ("Tenant"), whose address for purposes hereof
shall be Three Southwest 129th Avenue, Pembroke Pines, Florida 33027.

                                    RECITALS

A. Pursuant to that certain Office Lease Agreement dated September 8, 1989 (the
"Original Lease"), Landlord's predecessor-in-interest leased to Tenant certain
space in the building known as Claire's Corporate Plaza, located at Three
Southwest 129th Avenue, Pembroke Pines, Florida.

B. The Original Lease, which expires on July 31, 2004, was amended, supplemented
and/or modified on various occasions and through various instruments since
September 8, 1989.

C. Landlord and Tenant desire to supersede and entirely replace the Original
Lease with this Lease.

                                   WITNESSETH:

1. LEASED PREMISES. Subject to and upon the terms, provisions, covenants and
conditions hereinafter set forth, Landlord does hereby lease, demise and let to
Tenant and Tenant does hereby lease, demise and let from Landlord those certain
premises (the "Premises") in the building known as Claire's Corporate Plaza,
located at 3 SW 129th Avenue, Pembroke Pines, Florida (said building together
with the adjoining grounds and parking facilities owned by Landlord are
collectively referred to as the "Building" as shown on Exhibit "A" attached
hereto), such Premises being more particularly described on the floor plan of
the Premises attached hereto as Exhibit "A-1" comprising portions of the first
and second floors and the entirety of the third and fourth floors excepting the
cross hatched area) and made a part hereof, identified by the signature or
initials of Landlord and Tenant. The term "Rentable Area" as used herein shall
refer to (i) in the case of a single tenancy floor, all space measured from the
inside surface of the outer glass of the Building to the inside surface of the
opposite outer glass, excluding only the areas within the outside glass used for
building stairs, fire towers, elevator shafts, flues, vents, pipe shafts and
vertical ducts, but including any such areas which are for the specific use of
the particular tenant, such as special stairs or elevators, and (ii) in the case
of a multi-tenancy floor, all space within the inside surface of the outer glass
enclosing tenant occupied portions of the floor and measured to the midpoint of
the walls separating such portions from areas leased by or held for lease to
other tenants. No deductions from Rentable Areas are made for columns or
projections necessary to the Building. The Rentable Areas for the Premises and
for the Building have been calculated on the basis of the foregoing definition
and are hereby stipulated for all purposes hereof to be approximately 35,470
square feet as to the Premises, whether the same should be more or less as a
result of variations resulting from actual construction and completion of the
Premises for occupancy, and 47,190 square feet as to the Building whether same
should be more or less as a result of variations resulting from actual
construction of the Building.

2. TERM. This Lease shall be for the term of TEN (10) YEARS commencing January
1, 2004, and terminating at midnight on December 31, 2014 (the "Lease Term"),
unless sooner terminated or extended as provided herein.

3. BASE RENT. Tenant agrees to pay Landlord a total base rent ("Annual Base
Rent") of Eight Hundred Eighty Three Thousand Two Hundred Three and No/100
Dollars ($833,203.00 ) payable in equal monthly installments ("Monthly Base
Rent") of Seventy Three Thousand Six Hundred and 25/100 Dollars ($73,600.25) per
month without any offset or deduction whatsoever. Monthly Base Rent shall be
payable in advance on the first day of each month during the term of this Lease,
in lawful money of the United States of America, and shall be made at the
address of Landlord set forth above or elsewhere as designated by Landlord's
written notice. If the Lease Term shall commence on any day other than the first
day of a month, Tenant shall pay Landlord, on said commencement date, rent as
provided for herein for such commencement month on a pro rata basis calculated
based on the actual number of days in the commencement month, and the Monthly
Base Rent paid by Tenant, if any, upon execution of this Lease shall be credited
to the Monthly Base Rent due for the first full calendar month of the Lease
Term. Rent for any such partial month of occupancy at the end of the term of
this Lease will be prorated to be based on the actual number of days in the
partial month. In addition to Monthly Base Rent, Tenant shall pay Landlord in
advance on the first day of each month, a sum equal to any sales tax, tax on
rentals, and any other charges, taxes and/or impositions now in existence or
hereafter imposed in connection with renting the Premises or upon the amount of
rent collected therefor. Said amounts shall be treated and collectible as rent.
Nothing herein shall be taken to require Tenant to pay any part of any Federal
or State taxes imposed upon the income of Landlord. Tenant shall be required to
pay Landlord interest on any rent due that remains unpaid for five (5) days
after its due date. Said interest will be computed from the due date at the
maximum rate allowed by law. The Annual Base Rent and Monthly Base Rent due from
Tenant shall be adjusted as provided elsewhere in this Lease.

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4. ADDITIONAL RENT. In addition to the Annual Base Rent and Monthly Base Rent,
Tenant shall pay to Landlord as "Additional Rent", Tenant's Proportionate Share
of Operating Expenses and Taxes. As used herein, the term:

         (A) "Tenant's Proportionate Share" shall mean the percentage which the
Rentable Area attributable to Tenant bears to the total Rentable Area contained
in the Building.

         (B) "Operating Expenses" shall mean all expenses, costs and
disbursements of every kind and nature which Landlord shall pay or become
obligated to pay because of or in connection with the ownership, maintenance,
repair and/or operation of the Building computed on the accrual basis, but shall
not include the cost of individual tenant improvements, management costs
associated with leasing activities, or the replacement of capital investment
items and new capital improvements unless such items and/or improvements result
in the operating efficiency of the Building being increased, in which latter
event the cost shall be spread over the period necessary to recover the cost of
such improvements from the increased efficiency. By way of explanation and
clarification, but not by way of limitation, Operating Expenses will include the
following:

                  (i) All expenses incurred by Landlord or Landlord's agent,
which shall be directly related to employment of personnel, including amounts
incurred for wages, salaries and other compensation for services, payroll,
social security, unemployment and similar taxes, worker's compensation
insurance, disability benefits, pensions, hospitalization, retirement plans and
group insurance, uniforms and working clothes and the cleaning thereof, and
expenses imposed on Landlord or Landlord's agents pursuant to any collective
bargaining agreement for the services of employees of Landlord or Landlord's
agents in connection with the operation, repair, maintenance, cleaning,
management and protection of the Building and its mechanical systems, including,
without limitation, day and night supervisors, if any, property managers,
engineers, mechanics, electricians and plumbers and persons mentioned above;
provided that, if any such employee is also employed on other property of
Landlord, such compensation shall be suitably prorated among the Building and
other such properties.

                  (ii) The cost of services, utilities, materials and supplies
furnished or used in the operation, repair, maintenance, cleaning, management
and protection of the Building.

                  (iii) The cost of replacements for tools and other similar
equipment used in the operation, repair, maintenance, cleaning and protection of
the Building, provided that, in the case of any such equipment used jointly on
other property of Landlord, such costs shall be suitably prorated among the
Building and such other properties.

                  (iv) Where the Building is managed by Landlord or an affiliate
of Landlord. amounts actually paid management, but in no event greater than five
percent (5%), a sum equal to five percent (5%) of gross annual income actually
collected, together with amounts accrued for legal and other professional fees
relating to the Building, but excluding such fees and commissions paid in
connection with services rendered for securing or renewing leases and for
matters not related to the normal administration and operation of the Building.

                  (v) Premiums for insurance against damage or loss to the
Building from such hazards as Landlord deems appropriate, in Landlord's sole
discretion, including, but not by way of limitation, insurance covering loss of
rent attributable to any such hazards, and comprehensive broad form liability
and property damage insurance.

                  (vi) If. during the Term of this Lease, Landlord shall make a
capital expenditure for an item designed to increase the operating efficiency of
the Building, the total cost of which is not properly included in Operating
Expenses for any twelve (12) month period, corresponding with the property
owner's fiscal year end in which it was made, there shall nevertheless be
included in such Operating Expenses for any twelve (12) month period,
corresponding with the property owner's fiscal year end in which it was made and
in Operating Expenses for each succeeding twelve (12) month period,
corresponding with the property owner's fiscal year end during the useful life
of the capital expenditure the annual charge-off of such capital expenditure.
The annual charge-off shall be determined by dividing the original capital
expenditure plus an interest factor, reasonably determined by Landlord as being
the interest rate then being charged for long-term mortgages by institutional
lenders on like properties within the locality in which the Building is located,
by the number of years of useful life of the capital expenditure. The useful
life shall be determined reasonably by Landlord in accordance with generally
accepted accounting principals.

                  (vii) Costs for electricity, water and sewer use charges, and
other utilities supplied to the Building and not paid for directly by tenants.

                  (viii) Betterment assessments provided the same are
apportioned equally over the longest period permitted by law.

                  (ix) Amounts paid to independent contractors for services,
materials and supplies furnished for the operation, repair, maintenance,
cleaning and protection of the Building.


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         (C) "Taxes" shall mean all impositions, taxes, assessments (special or
otherwise), water and sewer charges and rents, and other governmental liens or
charges of any and every kind, nature and sort whatsoever, ordinary and
extraordinary, foreseen and unforeseen, and substitute therefor, including all
taxes whatsoever attributable in any manner to the Building, the personal
property contained therein, the land on which the Building is located or the
rents receivable therefrom or any part thereof, or any use thereof, or any
facility located therein or thereon or used in conjunction therewith or any
charge or payment required to be paid to any governmental authority, whether or
not any of the foregoing shall be designated "real estate tax", "personal
property tax", "sales tax", "rental tax" "excise tax", "business tax", or
designated in any other manner. The only categories of taxes not included in the
term taxes as used herein shall be any inheritance, estate, succession, transfer
or gift taxes imposed upon Landlord or any income taxes specifically payable by
Landlord as a separate tax paying entity without regard to Landlord's income
source as arising from or out of the Building and/or the land on which it is
located. Furthermore, the term Taxes as used herein shall not include any taxes
which the tenants of the Building are required to pay in full to Landlord.

         Landlord shall notify Tenant within forty five (45) days of the end of
any twelve (12) month period, corresponding with the property owner's fiscal
year end year during the Lease Term of the amount which Landlord estimates will
be the amount of Tenant's Proportionate Share of Operating Expenses and Taxes
for the succeeding twelve (12) month period, corresponding with the property
owner's fiscal year end and Tenant shall pay such sum to Landlord in equal
monthly installments, during the succeeding twelve (12) month period,
corresponding with the property owner's fiscal year end payable in advance on
the first day of each month. Within ninety (90) days following the end of any
twelve (12) month period, corresponding with the property owner's fiscal year
end during the term hereof, Landlord shall submit to Tenant a statement showing
the actual amount of Additional Rent which should have been paid by Tenant for
the past twelve (12) month period, corresponding with the Property owner's
fiscal year end. the amount thereof actually paid by Tenant and the amount of
the resulting balance due thereon, or overpayment thereof, as the case may be.
For a period of six (6) months after receipt by Tenant of said statement and
only on one (1) occasion or occurrence in a twelve (12) month period, Tenant
shall have the right in person to inspect Landlord's books and records for as
many days as required, at Landlord's office during normal business hours, after
four (4) days prior written notice, showing the Operating Expenses and Taxes for
the Building for the twelve (12) month period, corresponding with the property
owner's fiscal year and covered by said statement. If Tenant's audit indicates
an overpayment greater than ten percent (10%), Landlord shall be required to
conduct an independent audit of operating expenses and taxes. If the two (2)
audits vary by over five percent (5%), a third (3rd) auditor will be appointed
by the previous two (2) auditors. The result of the third (3rd) audit shall
determine the overpayment, if any. Any balance shown to be due pursuant to said
statement shall be paid by Tenant to Landlord within thirty (30) days following
Tenant's receipt thereof and any overpayment shall be immediately credited
against Tenant's next due payment of Additional Rent or if by reason of any
termination of this Lease no such future obligation exists, refunded to Tenant
provided that Tenant has not been in default of any of the terms, covenants and
conditions of this Lease. For any overpayment which exceeds ten percent (10%) of
the estimate, Tenant shall receive a credit based on the agreed upon overpayment
which shall include a ten percent (10%) interest calculation for the period of
time of the overpayment. Anything herein to the contrary notwithstanding, Tenant
shall not delay or withhold payment of any balance shown to be due pursuant to
the statement rendered by Landlord because of any objection which Tenant may
raise with respect thereto. The amount which Landlord estimates will be Tenant's
Additional Rent for the portion of the twelve (12) month period, corresponding
with the property owner's fiscal year end in which the Lease Term commences is
$12,848.97 per month, plus sales tax, payable upon the execution of this Lease
and on the first day of each month after the commencement of the term hereof. In
estimating the amount of Operating Expenses and Taxes for the purposes hereof,
Landlord may use any method which Landlord deems from time to time to be
reasonable in Landlord's sole discretion. Additional Rent due for the final
months of this Lease is due and payable even though it may not be calculated
until subsequent to the termination date of the Lease. Operating Expenses and
Taxes for any twelve (12) month period corresponding with the property owner's
fiscal year end during which the Lease terminates shall be prorated according to
that portion of said calendar year that this Lease was actually in effect.
Landlord shall have the right, but not the obligation, at Landlord's sole
discretion, to apply any security deposits, if any, in full or partial
satisfaction of any Additional Rent due for the final months of this Lease.
Nothing herein contained shall be construed to relieve Tenant, or imply that
Tenant is relieved of the liability for or the obligation to pay any Additional
Rent due for the final months of this Lease, nor shall Landlord be required to
first apply said security deposits to such Additional Rent if Landlord does not
so desire in Landlord's sole discretion.

5. COST OF LIVING INCREASE. Commencing with the first of the Adjustment Months
as set forth below and on each of the succeeding Adjustment Months thereafter,
the Monthly Base Rent shall be adjusted as set forth below. The "Price Index" as
used herein shall mean the Consumer Price Index shown on the U.S. City Average
for all urban consumers, unadjusted, all items, as promulgated by the Bureau of
Labor Statistics of the U.S. Department of Labor, using the year 1967 as a base
of 100. The Monthly Base Rent shall be adjusted in accordance with the following
provisions:

         (A) The Price Index as of the commencement of the term of this Lease
shall be designated the "Base Index";

         (B) The Price Index as of the current Adjustment Month shall be
designated the "Comparison Index";


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         (C) Promptly upon the availability of each Comparison Index, the
Monthly Base Rent shall be adjusted by multiplying the then existing Monthly
Base Rent by the fraction which has as a numerator the Comparison Index for the
current Adjustment Month and has as a denominator the Base Index. The product
thereof shall be the new Monthly Base Rent which shall remain as adjusted until
the next succeeding Adjustment Month. No adjustment shall be made if said
adjustment would reduce the Monthly Base Rent. Regardless of where Tenant
receives notice thereof, each adjustment shall be effective as of the first day
of the month following each of the respective Adjustment Months and any
deficiencies in the Monthly Base Rent already paid shall be due and payable ten
(10) days after receipt by Tenant of notice of such deficiencies. The Annual
Base Rent shall be adjusted by adding to the amount of Monthly Base Rent which
should have been paid for the particular lease year through the end of the
current Adjustment Month the product of the number of months remaining in said
lease year times the newly determined Monthly Base Rent. In the event that the
Price Index hereinabove referred to ceases to incorporate a significant number
of the items as currently set forth therein, or if a substantial change is made
in the method of establishing such Price Index, then the Price Index shall be
adjusted to the figure that would have resulted had no change occurred in the
manner of computing such Price Index. In the event that such Price Index (or
successor or substitute index) is not available, then Landlord, in Landlord's
sole discretion, may use another governmental or nonpartisan publication
evaluating the information theretofore used in determining the Price Index in
lieu of such Price Index. The Adjustment Months shall be the month of JANUARY in
each of the following years: 2005, 2006, 2007, 2008, 2009, 2010, 2011, 2012,
2013 AND 2014. The term "Adjustment Month" as used herein shall mean any one of
the Adjustment Months.

6. SECURITY DEPOSIT. Tenant will deposit with Landlord the sum of $0.00 which
sum shall be held by Landlord as security for the faithful performance by Tenant
of all terms, covenants, and conditions of this Lease to be kept and performed
by Tenant during the term hereof. If Tenant defaults with respect to any
provision of this Lease, including but not limited to the provisions relating to
the payment of Monthly Base Rent or Additional Rent, Landlord may (but shall not
be required to) use, apply or retain all or any part of this security deposit
for the payment of any Monthly Base Rent or Additional Rent or any other sum in
default, or for the payment of any amount which Landlord may spend or become
obligated to spend by reason of Tenant's default, or to compensate Landlord for
any other loss or damage which Landlord may suffer by reason of Tenant's
default. If any portion of said security deposit-is so used or applied, Tenant
shall, within five (5) days after written demand therefor, deposit cash with
Landlord in an amount sufficient to restore the security deposit to its original
amount and Tenant's failure to do so shall be a material breach of this Lease.
Tenant hereby waives any right, by statute or otherwise, to earn any interest on
security deposits or any right to have any security deposits held in a separate
account. Landlord shall not be required to keep any security deposits separate
from its general funds and Landlord may commingle said security deposits with
any other funds of Landlord. Tenant shall not be entitled to interest on its
security deposits. If Tenant shall fully and faithfully perform every provision
of this Lease to be performed by Tenant, the balance of any security deposits
made shall be returned to Tenant (or, at Landlord's option, to the last assignee
of Tenant's interest hereunder) within sixty (60) days after the expiration of
the term of the this Lease.

7. USE. The Tenant will use and occupy the entire Premises for the following use
or purpose and for no other use or purpose and shall not permit any other use of
the Premises or any portion thereof: GENERAL OFFICES, INCLUDING THE OPERATION OF
AN EXERCISE ROOM IN THAT PORTION OF THE PREMISES LOCATED ON THE FIRST FLOOR OF
THE BUILDING.

8. QUIET ENJOYMENT. Upon payment by Tenant of the rents herein provided, and
upon the observance and performance of all terms, provisions, covenants and
conditions on Tenant's part to be observed and performed, Tenant shall, subject
to all of the terms, provisions, covenants and conditions of this Lease,
peaceably and quietly hold and enjoy the Premises for the term hereof.

9. IMPROVEMENTS. Landlord shall, at Landlord's sole cost and expense, complete
Landlord's Work which shall be of the specifications, materials, design, finish
and color of the standard adopted by Landlord for the Building. Any improvements
and other work done to the Premises which in any manner exceed, change or are in
addition to Landlord's Work shall be referred to as "Tenant's Work" and shall be
constructed by contractors chosen by Tenant and approved by Landlord, who may
be, but shall not necessarily be, the same as Landlord's contractor. All of
Landlord's Work shall be completed in substantial accordance with the Plans, as
in Exhibit "B". Complete architectural and mechanical plans and specifications
("Landlord's Plans") shall be prepared by the architect and/or engineers
designated by Landlord. The Plans for Landlord's Work shall be prepared at
Landlord's expense. The Plans for Tenant's Work ("Tenant's Plans") shall be
prepared by Tenant's architect at Tenant's expense. Both the Plans for
Landlord's Work and the Plans for Tenant's Work are hereafter collectively
referred to as "Plans". The Plans shall be consistent with the design,
construction and equipment of the Building and in conformity with its standards
and shall show the location and extent of any excess floor loading, all special
requirements for air conditioning, plumbing and electricity and the estimated
total electrical load. Tenant's Plans, both before and during construction, are
subject to the written approval of Landlord, which consent cannot be
unreasonably withheld. All design, construction and installation shall conform
to the requirements of any and all authorities having jurisdiction thereof.
Tenant shall submit Tenant's Plans within ninety (90) days after the execution


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<PAGE>

of this Lease by both parties. Landlord shall respond within twenty (20) days of
receipt of complete Tenant's Plans. In the event that Tenant falls to submit
such information within said time period, then Landlord shall have the right to
proceed as it deems appropriate in Landlord's sole discretion. In the event that
any work so done by Landlord thereafter requires changes, then said changes
shall be at Tenant's sole cost and expense. Notwithstanding the foregoing or
anything to the contrary contained herein this Lease, the parties acknowledge
and agree that Tenant currently occupies the entire Premises and that no
Landlord's Work or Tenant's Work shall be required in connection with the
commencement of the Term of this Lease.

10. INSURANCE PREMIUMS. If the Landlord's insurance premiums exceed the standard
premium rates because of the nature of Tenant's operation, then Tenant shall,
upon receipt of appropriate invoices from Landlord, reimburse Landlord for such
increase in premiums. Any such increase in premiums shall be treated as rent
due.

11. RULES AND REGULATIONS. Tenant shall comply with all rules and regulations
Landlord may adopt from time to time for the operation and use of the Building.
The present rules and regulations, which Tenant hereby agrees to comply with,
entitled "Rules and Regulations", are attached hereto. Any future rules and
regulations shall become a part of this Lease, and Tenant hereby agrees to
comply with the same upon delivery of a copy thereof to Tenant, providing the
same do not materially deprive Tenant of its rights established under this
Lease.

12. GOVERNMENTAL REQUIREMENTS. In connection with any and all matters relating
to this Lease and the Building, Tenant shall comply with any and all laws,
statutes, ordinances, codes, rules and regulations of any and all federal, state
and local governmental and quasi-governmental officials, bodies, agencies,
boards and other authorities and courts of competent jurisdiction.

13. SERVICES. Landlord shall furnish the following services:

         (A) Automatically operated elevator service, public stairs as allowed
by appropriate authorities, electrical current for lighting, incidentals, and
normal office use, and water at points of supply designated by Landlord and
provided for general use of its tenants at all times and on all days throughout
the year.

         (B) Heat and air conditioning on Monday through Friday from 8:00 A.M.
to 6:00 P.M., except Saturdays, Sundays and those holidays as declared by
Landlord, in Landlord's sole discretion. Landlord shall also, at Tenant's sole
cost and expense to be charged as rent, furnish heat and air conditioning at
such other times as are not set forth above, provided Tenant gives written
request to Landlord before 2:00 P.M. of the business day preceding the extra
usage. Upon Tenant's written request, additional heat and air conditioning will
be made available at $25.00 per hour after regular office hours the first year
of the Lease. This rate shall be adjusted annually in relation to actual cost.

         Such services shall be provided only as long as Tenant is not in
default under any of the terms, provisions, covenants and conditions of this
Lease, which services shall be subject to interruption caused by repairs,
renewals, improvements, changes to service, alterations, strikes, lockouts,
labor controversies, inability to obtain fuel or power, accidents, breakdowns,
catastrophes, national or local emergencies, acts of God and conditions and
causes beyond the control of Landlord, and upon such happening, no claim for
damages or abatement of rent for failure to furnish any such services shall be
made by Tenant or allowed by Landlord. No electric current shall be used except
that furnished or approved by Landlord, nor shall electric cable or wire be
brought into the Premises or the Building, except upon the written consent and
approval of Landlord. Tenant shall only use office machines and equipment that
operate on the Building's standard electric circuits, but which in no event
shall overload the Building's standard electric circuits from which the Tenant
obtains electric current. Any consumption of electric current in excess of that
considered by Landlord to be usual, normal and customary for all tenants, or
which requires special circuits or equipment (the installation of which shall be
at Tenant's expense and shall only be made after receipt of approval in writing
from Landlord), shall be paid for by the Tenant as additional rent paid to the
Landlord in an amount to be determined by Landlord, based upon Landlord's
estimated cost of such excess electric current consumption or based upon the
actual cost thereof if separately metered.

14. CHARGES AS RENT. Any reference in this Lease to the term "rent" shall be
deemed to include, without limitation, Total Base Rent, Monthly Base Rent and
Additional Rent as each may be adjusted from time to time; and any and all
charges of any kind whatsoever against Tenant for services or for work done on
the Premises by order of Tenant, or otherwise accruing under this Lease, all of
which items shall be included in any lien for rent as allowed by law, this Lease
or otherwise.

15. REPAIR OF LEASED PREMISES. Tenant will, at Tenant's sole cost and expense,
keep the Premises in good repair and tenantable condition during the term hereof
and will replace at Tenant's sole cost and expense, any and all broken glass
caused by Tenant in and about the Premises. Tenant will make no alterations,
additions or improvements of any kind in or to the Premises or any part thereof
without the prior written consent of Landlord, except Tenant shall be entitled
to make alterations in the aggregate amount of $25,000.00 without such consent.
Any and all additions, fixtures, carpets or improvements of any kind, whenever
made, except only office furniture and trade fixtures which shall be readily
removable without injury to the Premises, shall become the sole property of
Landlord during the term hereof and shall remain a part of the Premises at the
expiration of this Lease. Landlord shall have the right at any time and from
time to time, to make and build additions, improvements and alterations to the
Building or any part thereof and make such alterations and repairs to said
Building as it may deem wise and advisable in Landlord's sole discretion without
any liability to Tenant therefor.


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16. LIENS. Tenant shall not have any authority to create any liens on the
Building, the Premises or Landlord's interest therein for labor, materials or
any other matters and all persons or entities contracting with or otherwise
doing work for or at the request of Tenant on or about the Premises or the
Building, and all materialmen, contractors, subcontractors, suppliers, mechanics
and laborers are hereby charged with notice that they must look only to Tenant
and to Tenant's interest in the Premises to secure the payment of any amounts
claimed to be due. Tenant shall immediately pay-off, release and discharge, by
bond or otherwise, any and all liens of any kind or character. and will
indemnify Landlord against any and all expenses, costs and charges, including
bond premiums for release of liens and attorneys fees and costs reasonably
incurred in and about the defense of any suit in-discharging any liens,
judgments, or encumbrances caused or suffered by Tenant. The expenses, costs and
charges above referred to shall be considered as rent due. Nothing herein shall
be deemed to subject Landlord's interest to any lien of any kind.

17. PARKING. Tenant shall be entitled to a reservation of eight (8) parking
spaces as outlined in green on Exhibit "A". Landlord shall not be liable for any
damage of any nature whatsoever to, or any theft of automobiles or other
vehicles or the contents thereof, while in or about the Building parking areas.

18. ESTOPPEL STATEMENT. Tenant agrees that from time to time, upon not less than
ten (10) days prior request by Landlord, Tenant will deliver to Landlord a
statement in writing certifying (a) that this Lease is unmodified and in full
force and effect (or, if there have been modifications, that the Lease as
modified is in full force and effect and stating the modifications); (b) the
dates to which the rent and other charges have been paid; (c) that Landlord is
not in default under any provisions of this Lease, or, if in default, the nature
thereof in detail; and (d) any other matters requested by Landlord to the extent
same are true and correct.

19. SUBORDINATION. If the Building or any part thereof, is at any time subject
to a mortgage, deed of trust ground lease or other form of financing or
refinancing, and Tenant has received written notice from the holder of same
("Mortgagee"), then in any instance in which Tenant gives notice to Landlord
alleging default by Landlord hereunder, Tenant will also simultaneously give a
copy of such notice to each Mortgagee and each Mortgagee shall have the right,
but not the obligation, to cure or remedy such default during the period that is
permitted to Landlord hereunder, plus an additional period of thirty (30) days,
and Tenant will accept such curative or remedial action, if any, taken by any
Mortgagee with the same effect as if such action had been taken by Landlord.
This Lease shall, at Landlord's option, which option may be exercised at any
time during the term hereof or any renewals or extensions thereof, be subject
and subordinate to any mortgage, deed of trust, ground lease or other form of
financing or refinancing, now or hereafter encumbering the Building or any part
thereof. This provision shall be self-operative without the execution of any
further instruments. Notwithstanding the foregoing, however, Tenant hereby
agrees to execute any instrument or instruments which Landlord may deem
desirable to evidence the aforesaid subordination of this Lease.

20. NON-DISTURBANCE. Landlord shall obtain from any mortgagee and/or ground
lessor, if any, an agreement that in the event of any default by the Landlord
pursuant to said mortgagee or ground lease resulting in the exercise of any
remedy by such mortgagee or ground lessor, provided Tenant is not in default
under this Lease, Tenant shall remain undisturbed.

21. INSURANCE. Tenant shall, at Tenant's sole cost and expense, maintain in full
force and effect at all times during the term of this Lease and any renewals or
extensions hereof, naming as insured Tenant and Landlord, as their interest may
appear, comprehensive broad form general liability insurance, hazard insurance,
and any other insurance required by Landlord, all of which insurance shall be in
such amounts and upon such terms and underwritten by such companies as are
satisfactory to Landlord. Tenant shall deliver to Landlord at least thirty (30)
days prior to the commencement of the term of this Lease, and thereafter at
least thirty (30) days prior to the expiration of any such policies,
certificates of insurance evidencing the above coverages, which certificates
shall name Landlord and any Mortgagee as additional insureds and shall expressly
provide that the interest of same therein shall not be affected by any breach by
Tenant of any policy provision for which such certificates evidence coverage.
Further, all certificates shall expressly provide that not less than thirty (30)
days prior written notice shall be given Landlord in the event of alteration to,
or cancellation of, the coverages evidenced by such certificates. If for any
reason Landlord is adjudged a co-insurer by its insurance carrier, then any loss
or damage Landlord shall sustain by reason thereof, shall be borne by Tenant and
shall be immediately paid by Tenant upon receipt of a bill thereof and evidence
of such loss. Landlord makes no representation that the limits of liability
specified to be carried by Tenant are adequate to protect Tenant, and in the
event Tenant believes that any such insurance coverage called for under this
Lease is insufficient, Tenant shall provide at its own expense, such additional
insurance as Tenant deems adequate.

22. DEFAULT. All rights and remedies of Landlord herein enumerated shall be
cumulative and nothing herein shall exclude any other right or remedy allowed
hereunder, at law or otherwise.

         (A) If any voluntary or involuntary petition or similar proceeding
under any section or sections of any bankruptcy act shall be filed by or against
Tenant, or any voluntary or involuntary proceeding in any court or tribunal
shall be instituted to declare Tenant insolvent or unable to pay Tenant's debts,
then and in any such event Landlord may, if Landlord elects, but not otherwise,
and with or without notice of election, forthwith terminate this Lease, and,
notwithstanding any other provision of this Lease, Landlord, in addition to any
and all other legal remedies and rights the Landlord may have, declare the
entire balance of the Total Base Rent and Additional Rent as adjusted, and any
other rent or charges due hereunder for the remainder of the term to be due and
payable and may collect same by distress or otherwise.


                                       6
<PAGE>

         (B) If Tenant defaults in the payment of any rent or other charges or
in the prompt and full performance of any term, condition, requirement or
provision of this Lease, or if the leasehold interest of Tenant be levied upon,
under execution or be attached by process of law, or if Tenant makes an
assignment for the benefit of creditors, or if a receiver be appointed for any
property of Tenant, or if Tenant abandons or vacates the Premises, then in any
such event Landlord may, if Landlord so elects, but not otherwise, upon three
(3) days written notice of such election, either forthwith terminate this Lease
and Tenant's right to possession of the Premises, or without terminating this
Lease, forthwith terminate Tenant's right to possession of the Premises, but in
either event, Tenant shall remain liable for damages as permitted by law, and as
provided herein and Landlord shall have the right, in Landlord's sole
discretion, to accelerate and declare the entire unpaid portion of Total Base
Rent and Additional Rent as adjusted, and any other rent or other charges all of
which would become due through the entire term of this Lease, to be immediately
due and payable.

         (C) Upon any termination of this Lease, whether by lapse of time or
otherwise, or upon any termination of Tenant's right to possession without
termination of this Lease, Tenant shall surrender possession and vacate the
Premises immediately, and deliver possession thereof to Landlord and, without
prejudice to any other remedy which Landlord may have, Tenant does hereby grant
to Landlord in such event, full and free license to entry into and upon the
Premises, by picking locks and changing locks if deemed necessary by Landlord,
with or without process of law to repossess the Premises, and to expel or remove
Tenant and any others who may be occupying or within the Premises and to remove
any and all property therefrom, using such force as may be necessary, without
being deemed in any manner guilty of trespass, eviction, forced entry or
detainer, without relinquishing Landlord's rights to rent or any other right
given to Landlord hereunder, or by operation of law. Except for the three (3)
day notice as set forth above, Tenant expressly waives the service of any other
demand for the payment of rent or for possession and the service of any notice
of Landlord's election to terminate this Lease or to re-enter the Premises,
including any and every form of demand and notice prescribed by any statute or
other law, and agrees that the simple breach of any covenant or provision of
this Lease by Tenant shall, of itself, without the service of any notice or
demand whatsoever, permit the exercise by Landlord of any of the remedies
provided to Landlord hereunder.

         (D) If Tenant vacates or abandons the Premises, or otherwise entitles
Landlord to so elect, and Landlord elects to terminate Tenant's right to
possession only, without terminating this Lease, Landlord may at Landlord's
option, enter into the Premises and take and hold possession thereof as provided
above, without such entry and possession terminating this Lease or releasing
Tenant in whole or in part from Tenant's obligation to pay rent or other charges
hereunder for the full term, and in any such case Tenant shall pay forthwith to
Landlord a sum equal to the entire unpaid portion of Total Base Rent and
Additional Rent as adjusted, and any other rent or other charges due hereunder
for the remainder of the term of this Lease, less any rentals received by
Landlord on any reletting. Upon and after entry into possession without
termination of this Lease, Landlord will attempt to relet the Premises or any
part thereof, for the account of Tenant or otherwise in Landlord's sole
discretion, to any person, firm or corporation other than Tenant for such rent,
for such time, and upon such terms as Landlord, in Landlord's sole discretion,
shall determine, and Landlord shall not be required to accept any proposed new
tenant offered by Tenant. In any such case, the new tenant may make repairs,
alterations and additions in or to the Premises, and redecorate the same to the
extent deemed by Landlord necessary or desirable, and Tenant shall, upon demand,
pay the cost thereof, together with Landlord's expenses of the reletting.

         (E) If Tenant shall default in the performance of any covenant herein
contained, Landlord may immediately, or at any time thereafter, without notice,
perform the same for the account of Tenant. If Landlord at any time is compelled
or elects to pay any sum of money, or to do any act by reason of the failure of
Tenant to comply with any provision hereof, or if Landlord be compelled to incur
any expense, including reasonable attorney's fees, if instituted by reason of
any default of the Tenant hereunder, the sum or sums so paid by Landlord, with
all interest, costs and damages, shall be deemed to be additional rent hereunder
and shall be due from Tenant to Landlord on the first day of the month following
the incurring of such respective expense.

         (F) Tenant hereby irrevocably appoints Landlord as agent and
attorney-in-fact of Tenant, to enter upon the Premises, in the event of eviction
of Tenant by court order or termination of this Lease, and to remove any and all
furniture and personal property whatsoever situated upon the Premises. Any
property of Tenant not removed from the Premises after the end of the term, or
upon termination by any other reason whatsoever, and any and all property which
may be removed from the Premises by Landlord pursuant to the authority of this
Lease or of law, and to which Tenant is or may be entitled, may be handled,
removed or stored by Landlord at the risk, cost and expense of Tenant, and
Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay to Landlord, upon demand, all expenses
incurred in such removal and all storage charges against such property so long
as same shall be in Landlord's possession or under Landlord's control.

         (G) If the term of any lease, other than this Lease, made by Tenant for
any other space in the Building shall be terminated or terminable after the
making of this Lease because of any default by Tenant under such other lease,
such default shall, ipso facto constitute a default hereunder and empower
Landlord, at Landlord's sole discretion, to terminate this Lease as herein
provided in the event of default.

         (H) Any right herein granted to Landlord to terminate this Lease shall
apply to any extension or renewal hereof.


                                       7
<PAGE>

         (I) No receipt of money by Landlord from Tenant after the termination
of this Lease or after the service of any notice or after the commencement of
any suit, or after final judgment for possession of the Premises shall
reinstate, continue or extend the terms of this Lease or affect any such notice,
demand or suit or imply consent for any action for which Landlord's consent is
required.

         (J) No waiver of any default of Tenant hereunder shall be implied from
any omission by Landlord to take any action on account of such default if such
default persists or be repeated, and no express waiver shall affect any default
other than the default specified in the express waiver and then only for the
time and to the extent therein stated.

         Landlord shall not be deemed in default of any of the terms,
conditions, requirements and provisions of this Lease until the expiration of
thirty (30) days after the receipt of written notice specifying any alleged
default, but only if Landlord shall have failed to cure or remedy said default
during said period. If the specified default by Landlord shall be of a nature
that cannot be completely cured within said thirty (30) day period then, if
Landlord shall have diligently commenced curing same within said thirty (30) day
period then no default shall be deemed to have occurred.

23. ATTORNMENT. If all or any Portion of Landlord's interests hereunder shall be
transferred voluntarily or by reason of foreclosure or other proceedings for
enforcement of any mortgage or other form of lien or financing on the Building
or any part thereof, Tenant shall, at the option of said transferee, be bound to
such transferee ("Purchaser") for the balance of the term hereof remaining, and
any extensions or renewals hereof which may be effected in accordance with the
terms and provisions hereof with the same force and effect as if the Purchaser
were the Landlord under this Lease, and Tenant does hereby agree, at the option
of Purchaser, to attorn to the Purchaser, including the mortgagee under any such
mortgage if it be the Purchaser as its Landlord, said attornment to be effective
and self-operative without the execution of any further instruments upon the
Purchaser succeeding to the interest of Landlord under this Lease. The
respective rights and obligations of Tenant and the Purchaser upon such
attornment, to the extent of the then remaining balance of the term of this
Lease and any extensions and renewals hereof, shall be and are the same as those
set forth herein. In the event of such transfer of Landlord's interests,
Landlord shall be released and relieved from all liability and responsibility
thereafter to Tenant under this Lease or otherwise and Landlord's successor
shall become liable and responsible to Tenant in respect to all obligations of
Landlord under this Lease accruing from and after the date of such transfer,
including, without limitation, the retention, disbursement and return of any and
all security deposits and advance rent, if any.

24 ASSIGNMENT AND SUBLETTING. Tenant may sublet or assign this lease or any
portion of Tenant's interest herein in accordance with the provisions of this
paragraph. In the event, however, of any assignment, subletting or other
transfer or encumbrance of all or any portion of Tenant's interest herein
whether with or without Landlord's consent as provided in this paragraph, Tenant
shall remain fully liable for the payment of all rent and other charges due
hereunder and for the faithful performance of all the terms, conditions,
covenants and provisions of this Lease.

         So long as Tenant is not in default under this Lease, Tenant shall have
a one time right to assign or sublet all or a portion of the Promises to any
person, firm or corporation without the consent of Landlord provided only that:

         1. the use and occupancy by such subtenant or assignee shall not
violate any negative covenant contained in any other lease in the Building; and

         2. any such subletting or assignment shall be subject to all of the
covenants, agreements, terms, provisions and conditions contained in this Lease.

         Thereafter, following such subletting or assignment, as the case may
be, Tenant may not sublet or assign all or any portion of its interest in this
Lease without the written consent of the Landlord first obtained in each case.
Landlord, however, so long as Tenant is not in default under this Lease, will
not unreasonably withhold its consent to such subletting or assignment. For
purposes of this paragraph, Landlord shall not be deemed to have unreasonably
withheld its consent to such sublease or assignment if:

         1. the occupancy by any such proposed subtenant or assignee shall
violate any negative covenant in any other lease in the Building;

         2. the use or occupancy by any such subtenant or assignee shall be in
violation of the Certificate of Occupancy of the Building;

         3. the proposed lease is with a tenant with whom Landlord is then
negotiating or to whom Landlord has made a written or verbal offer, or with whom
Landlord is in contact with respect to renting space in the Building;

         4. Tenant shall have advertised the proposed rental at a rate less than
the rent set forth in this Lease.


                                       8
<PAGE>

         Tenant shall reimburse Landlord on demand for any legal costs that may
be incurred by Landlord in connection with the granting of any requested
consent, such cost not to exceed $1,000.00 in connection with any one
transaction.

         Tenant further agrees that notwithstanding any such subletting or
assignment, no other and further subletting or assignment of the Premises shall
be made by Tenant to any person except upon compliance with and subject to the
provisions of this article.

         Anything herein to the contrary notwithstanding, Landlord's consent
shall not be required in the event of a sublease or assignment to a corporation
with which Tenant is merged or consolidated or to which substantially all of
Tenant's assets are transferred or to any corporation which controls or is
controlled by Tenant or is under common control with Tenant.

         Tenant shall not, except as otherwise provided above, transfer,
mortgage, pledge or otherwise encumber or dispose of this Lease or any portion
of Tenant's interest without the consent of Landlord.

25. SUCCESSORS AND ASSIGNS. All terms, provisions, covenants and conditions to
be observed and performed by, Tenant shall be applicable to and binding upon
Tenant's respective heirs, administrators, executors, successors and assigns,
subject, however, to the restrictions on Tenant as provided herein. All
expressed covenants of this Lease shall be deemed to be covenants running with
the land. All of the benefits and rights contained in this Lease shall inure to
the benefit of Landlord and Landlord's successors and assigns.

26. HOLD HARMLESS. Tenant does and shall indemnify and keep Landlord harmless
from and against any and all losses, damages, fines, penalties, liabilities and
expenses, including, without limitation, attorney's fees incurred whether or not
suit is brought, at trial and appellate levels which may arise or be claimed
against Landlord and be in favor of any persons or entities, consequent upon or
arising from the use or occupancy of the Promises by Tenant. or consequent upon
or arising from any acts. omissions, neglect or fault of Tenant, or their
respective agents, servants, employees, licensees, visitors, customers, patrons
or invitees, or consequent upon or arising from Tenant's failure to comply with
any laws, statutes, ordinances, codes or regulations as herein provided.
Landlord shall not be liable to Tenant and Tenant does hereby release, remise,
quitclaim and forever discharge Landlord from and against any and all damages,
losses, claims or injuries to the officers, directors, owners, agents, servants,
employees, licensees, guests, visitors, customers, persons or property of Tenant
which may be caused by the acts, neglect, omissions or faults of any persons or
entities except for the negligence of Landlord or its employees. Tenant shall
look solely to Landlord's interest in the Building and in Landlord's personal
property used in connection therewith for the satisfaction of any judgment or
decree based upon any matters arising in connection with or in any way related
to this Lease or the Building and no other property or asset of Landlord shall
be subject to levy, execution or other enforcement procedure for the
satisfaction of such judgment or decree. In case Landlord shall be made a party
to any litigation commenced against Tenant, then Tenant shall protect and hold
Landlord harmless and shall pay all costs, expenses and reasonable attorney's
fees incurred or paid by Landlord in connection with such litigation and any
appeal thereof. The provisions of this paragraph shall survive the termination
of this Lease.

27. ATTORNEY'S FEES. If either party defaults in the performance of any of the
terms, provisions, covenants and conditions of this Lease and by reason thereof
the other party employs the services of an attorney to enforce performance of
the covenants, or to perform any service based upon defaults, then in any of
said events the prevailing party shall be entitled to recover reasonable
attorney's fees and all expenses and costs incurred by the prevailing party
pertaining thereto at trial and appellate levels and in the enforcement of any
remedy.

28. DAMAGE OR DESTRUCTION. In the event the Premises shall be destroyed or so
damaged or injured by fire or other casualty, during the term of this Lease or
any extensions or renewals hereof, whereby the same shall be rendered
untenantable, then Landlord shall have the right, but not the obligation, to
render the Premises tenantable by repairs within one hundred eighty (180) days
therefrom or to terminate this Lease. Within sixty (60) days following receipt
by Landlord of notice of said damage or destruction, Landlord shall notify
Tenant with respect to whether or not Landlord intends to restore the Premises
or terminate this Lease. If said Premises are not rendered tenantable within the
aforesaid one hundred eighty (180) days, either party shall have the option to
terminate this Lease, and in the event of such termination rent and other
charges shall be paid only to the date of such fire or casualty. The termination
herein must be exercised by written notice delivered within ten (10) days after
the expiration of said one hundred eighty (180) days. During any time that the
Premises are untenantable due to causes set forth in this paragraph, the rent or
a just and fair proportion thereof shall be abated. The aforesaid right of
termination shall be Tenant's sole and exclusive remedy in the event of such
damage or destruction and Tenant hereby waives any other remedies or causes of
action of any kind in connection therewith. Notwithstanding the foregoing.
should damage, destruction or injury occur by reason of the negligence or
wrongful acts of Tenant or any of its officers, directors, employees, agents or
representatives, Landlord shall have the right, but not the obligation, to
render the Premises tenantable within three hundred sixty (360) days of the date
of damage, destruction or injury and in no event shall there be any abatement of
rent nor shall Tenant have any right of termination. Notwithstanding the
foregoing. should damage or destruction occur during the last twelve (12) months
of the term hereof, either party shall have the option to terminate this Lease,
effective on the date of damage or destruction, by delivering written notice of


                                       9
<PAGE>

such intention within thirty (30) days after the date of damage or destruction;
provided, however, that if such damage or destruction is due to the neglect or
wrongdoing of Tenant or any of its officers, directors, employees, agents or
representatives, then Tenant shall remain liable to Landlord for any damage
therefrom and any rent and other charges due notwithstanding such termination.

29. EMINENT DOMAIN. If there shall be taken during the term of this Lease all or
any portion of the Premises or the Building, other than a part not interfering
with maintenance, operation or use of the Premises, Landlord may elect to
terminate this Lease or to continue same in effect. If Landlord elects to
continue the Lease, the rent shall be reduced in the proportion that the
Rentable Area of the Premises so taken bears to the original Rental Area of
Tenant and Landlord shall repair any damage to the Premises or the Building
resulting from such taking. Tenant shall only have a right to terminate if
enough of the Premises is taken by condemnation or eminent domain to render the
Premises unsuitable for its intended use. If all of the Premises is taken by
condemnation or eminent domain, or if Landlord elects to terminate as set forth
above, this Lease shall terminate on the date of the taking. All sums awarded
(or agreed upon between Landlord and the taking authority) for the taking of the
interest of Landlord and/or Tenant, whether as damages or as compensation, and
whether for partial or total condemnation, will be property of the Landlord. If
this Lease should be terminated under any provisions of this paragraph, rent and
other charges shall be due and payable up to the date that possession is taken
by the taking authority. Tenant shall not be entitled to and expressly waives
all claim to any condemnation award for any taking, whether whole or partial,
and whether for diminution in value of the leasehold or to the fee, although
Tenant shall have the right, to the extent that same shall not reduce Landlord's
award, to claim from the taking authority, but not from the Landlord, such
compensation as may be recoverable by Tenant in its own right for damage to
Tenant's business, fixtures and improvements installed by Tenant at its expense.

30. LIEN FOR PAYMENT OF RENT. Tenant hereby pledges and assigns to Landlord as
security for the payment of any and all rent or other sums, charges or amounts
provided for herein, all of the furniture, fixtures, personal property, tangible
or intangible, goods and chattels of Tenant which shall or may be brought on or
put in or about the Premises, and Tenant agrees that said lien may be enforced
by distress, foreclosure or otherwise, at the election of the Landlord.

31. RIGHT OF ENTRY. Landlord, or its agents, shall have the right to enter the
Premises during all reasonable. hours and after notice to examine same or to
make such repairs, additions or alterations as may be deemed necessary for the
safety, comfort, or preservation thereof, or of the Building, or to exhibit the
Premises at any time within one hundred eighty (180) days before the expiration
of this Lease. Said right of entry shall likewise exist for the purpose of
removing placards, signs, fixtures, alterations, or additions which do not
conform to this Lease.

32. NOTICE. Unless otherwise specifically provided herein, all notices to be
given hereunder shall be in writing and sent to the parties, as hereinafter
provided, at their respective addresses set forth in the beginning of this
Lease, by hand delivery, Federal Express, or by certified mail, return receipt
requested, postage prepaid. Unless otherwise specifically provided herein; said
notice shall be effective on the date such notice is either posted on the
Premises, hand delivered, deposited in the United States Mail, postage prepaid,
certified mail, return receipt requested, or upon delivery to Federal Express.
The place to which Landlord is entitled to receive any notice may be changed by
giving five (5) days prior written notice thereof in accordance with the
foregoing provisions. Notwithstanding anything herein to the contrary, the
posting on the Premises or the delivery thereto by Landlord of any notice shall
be conclusively deemed as delivery to Tenant of such notice, any provisions
herein to the contrary being strictly for Tenant's convenience and not as a
matter of right. Tenant hereby waives any right to service or service of process
and agrees that posting on the Premises or delivery thereto of any service or
service of process shall be conclusively deemed as adequate service or service
of process for any and all purposes.

33. LANDLORD CONTROLLED AREAS. All parking areas, driveways, entrances and exits
thereto, Common Areas, truck way or ways, loading areas, pedestrian walkways and
ramps, landscaped areas, stairways, corridors, elevators and elevator shafts and
other areas and improvements provided by Landlord for the general use, in
common, of tenants, their officers, agents, employees, servants, invitees,
licensees, visitors, patrons and customers shall be at all times subject to the
exclusive control and management of Landlord, and Landlord shall have the right
from time to time to establish, modify and enforce rules and regulations with
respect to all such facilities, areas and improvements; to operate, maintain and
repair same in Landlord's sole discretion; to police same, from time to time; to
change the level, location and arrangement of such areas and other facilities
hereinabove referred to; to restrict parking by and enforce parking charges with
meters or otherwise, to tenants, their officers, agents, invitees, employees,
servants, licensees, visitors, patrons and customers; to close all or any
portion of said areas or facilities to such extent as may, in the sole opinion
of Landlord, be sufficient to prevent a dedication thereof or the accrual of any
rights to any portion of the public areas, Common Areas or facilities; to
discourage non-tenant parking; and to do and perform such other acts in and to
said areas, facilities and improvements as, in the sole judgment of Landlord,
the Landlord shall determine to be advisable. Nothing herein shall be construed
as giving Tenant any rights and/or privileges in connection with such parking
areas and/or facilities unless such rights and/or privileges are expressly set
forth elsewhere in this Lease.

34. CONDITION OF PREMISES ON TERMINATION OF LEASE AND HOLDING OVER. Tenant
agrees to surrender to Landlord, at the end of the term of this Lease and/or
upon any cancellation or termination of this Lease, the Premises in as good
condition as said Premises were in at the commencement hereof, ordinary wear and


                                       10
<PAGE>

tear excepted. Tenant agrees that if Tenant does not surrender the Premises to
Landlord at the end of the term of this Lease then Tenant will pay to Landlord,
after two (2) months, double the amount of the current rent and other charges
due for each month or portion thereof that Tenant holds over plus all damages
that Landlord may suffer on account of Tenant's failure to so surrender to
Landlord possession of the Premises, and will indemnify and save Landlord
harmless from and against all claims made by any succeeding Tenant of the
Premises against Landlord on account of delay of Landlord in delivering
possession of the Premises to said succeeding Tenant so far as such delay is
occasioned by failure of Tenant to so surrender the Premises in accordance
herewith or otherwise. No receipt of money by Landlord from Tenant after
termination of this Lease or the service of any notice of commencement of any
suit or final judgment for possession shall reinstate, continue or extend the
term of this Lease or otherwise affect any such notice, demand, suit or
judgment. No act or thing done by Landlord or its. agents during the term hereby
granted shall be deemed an acceptance of a surrender of the Premises, and no
agreement to accept a surrender of the Premises shall be valid unless it be made
in writing and subscribed by a duly authorized officer or agent of Landlord.

35. OCCUPANCY TAX. Tenant shall be responsible for and shall pay before
delinquency all federal, municipal, county or state taxes assessed during the
term of this Lease against any occupancy, interest, occupational use, or
personal property of any kind, owned by or placed in, upon or about the Premises
by Tenant.

36. TRIAL BY JURY. Tenant does hereby waive any right to trial by jury in any
action, proceeding or counterclaim brought by either of the parties on any
matters arising out of or in any way connected with this Lease, the relationship
of Landlord and Tenant, and Tenant's use or occupancy of the Premises. Tenant
further agrees that it shall not interpose any counterclaim or counterclaims in
a summary proceeding for possession of the Premises or in any action based upon
nonpayment of rent or any other payment required of Tenant hereunder and does
hereby waive and release any right thereto.

37. VALIDITY OF PROVISION. If any term, provision, covenant or condition of this
Lease or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease or the
application of such term, provision, covenant or condition, to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby and each other term, provision, covenant or
condition of this Lease shall be valid and be enforceable to the fullest extent
permitted by law. If any term or provision herein is subject to more than one
interpretation, one of which would render it valid and one which would render it
void or unenforceable, then said term or provision shall be given the
interpretation that would render it valid and enforceable.

38. CONSTRUCTION. This Lease shall be construed in accordance with the laws of
the State of Florida.

39. TIME IS OF THE ESSENCE. Time is of the essence of all the terms, provisions,
covenants and conditions of this Lease to be performed by Tenant and Landlord.

40. WAIVER OF VENUE. Tenant hereby waives any right to venue of any cause of
action in any court other than as chosen by Landlord in Landlord's sole
discretion.

41. MISCELLANEOUS. The terms Landlord and Tenant as herein contained shall
include singular and/or plural, masculine, feminine and/or neuter, heirs,
successors, executors, administrators, personal representatives and/or assigns
whenever the context so requires or admits. The terms, provisions, covenants and
conditions of this Lease are expressed in the total language of this Lease and
the paragraph headings are solely for convenience and are not intended to limit
or expand any of the provisions of this Lease. Any formally executed addendum to
or modification of this Lease and any riders, exhibits or attachments hereto
shall be expressly deemed incorporated by reference herein unless a contrary
intention is clearly stated therein.

42. EFFECTIVE DATE. Submission of this instrument for examination does not
constitute an offer, right of first refusal, reservation of or option for the
Premises or any other space or Premises in, on or about the Building. This
instrument becomes effective as a lease only upon execution and delivery by both
Landlord and Tenant.

43. ENTIRE AGREEMENT. This Lease contains the entire agreement between the
parties hereto and all previous negotiations leading hereto, and all previous
understandings, written or oral, in respect thereof, are superseded hereby. This
Lease may be modified only by an agreement in writing signed by Landlord and
Tenant. Tenant acknowledges and agrees that Tenant has not relied upon any prior
written or prior or contemporaneous oral promises, statement, representation,
agreements or warranties except such as are expressed herein.

44. BROKERAGE. Tenant represents and warrants that it has dealt with no broker,
agent or other person or entity in connection with this transaction and that no
broker, agent or other person or entity brought about this transaction, other
than NONE (if the foregoing blank has not been completed, the word "None"' shall
be deemed to have been typed therein) and Tenant agrees to indemnify and hold
Landlord harmless from and against any claims by any other broker, agent or
other person or entity claiming a commission or other form of compensation by
virtue of having dealt with Tenant with regard to this transaction. The
provisions of this paragraph shall survive the termination of this Lease.


                                       11
<PAGE>

45. NO RECORDING. Tenant shall not record this Lease or any memorandum or notice
hereof and any such recording shall give Landlord the right, in Landlord's sole
discretion, to terminate this Lease and pursue any other remedies available by
law or contained herein with respect to a default by Tenant.

46. FORCE MAJEURE. Neither Landlord nor Tenant shall be required to perform any
term, condition, or covenant in this Lease so long as such performance is
delayed or prevented by force majeure, which shall mean acts of God, labor
disputes (whether lawful or not), material or labor shortages, restrictions by
any governmental authority, civil riots, floods, and any other cause not
reasonably within the control of Landlord or Tenant and which by the exercise of
due diligence Landlord or Tenant is unable, wholly or in part, to prevent or
overcome. Lack of money shall not be deemed force majeure.

47. DELEGATION. Landlord shall have the right, at any time and from time to
time, to delegate and/or assign all or any portion of its duties,
responsibilities and obligations hereunder, in Landlord's sole discretion.

48. RADON. Radon is a naturally occurring naturally active gas that, when
accumulated in a building in sufficient quantities, may present a health risk to
persons who are exposed to it over time. Levels of radon that exceed Federal and
State guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit.

49. ADDITIONAL PAGES. This Lease consists of ___________ additional pages of
exhibits, riders and addenda.

         IN WITNESS WHEREOF, the parties hereto have signed and delivered this
Lease in duplicate at Pembroke Pines, Broward County, Florida, as of the day and
year first above written.

LANDLORD:                                    TENANT:

ROWLAND SCHAEFER &                           CLAIRE'S STORES, INC., A FLORIDA
ASSOCIATES, A FLORIDA GENERAL                CORPORATION
PARTNERSHIP


By:      /s/ E. BONNIE SCHAEFER              By:      /s/ IRA D. KAPLAN
   -------------------------------              --------------------------------

Name:    E. BONNIE SCHAEFER                  Name:    IRA D. KAPLAN
     -----------------------------                ------------------------------

Its:     PARTNER                             Its:     CHIEF FINANCIAL OFFICER
    ------------------------------               -------------------------------


WITNESSES:                                   WITNESSES:


         /s/ DIANE CORR                               /s/ CARLA NIERENBURG
----------------------------------           -----------------------------------


         [ILLEGIBLE]                                  [ILLEGIBLE]
----------------------------------           -----------------------------------


                                       12
<PAGE>

                                    ADDENDUM

         Addendum to and forming a part of the Lease dated ______________, 2004
between ROWLAND SCHAEFER & ASSOCIATES, a Florida general partnership
("Landlord"), and CLAIRE'S STORES, INC., a Florida corporation ("Tenant").

                                 OPTION TO RENEW

         Provided that Tenant has not been in default of any of the terms,
conditions or provisions of this lease at any time during the term thereof, then
the Tenant shall have the option, but only if exercised in writing at least six
(6) months prior to the expiration of the original term of this lease to renew
the Lease for an additional five (5) years upon all of the terms, conditions,
provisions and covenants set forth in this Lease. In addition to any "Adjustment
Months" set forth in this Lease, the Monthly Base Rent shall also be adjusted in
the month of JANUARY in each of the following years: 2015, 2016, 2017, 2018 AND
2019. The foregoing shall be considered as Adjustment Months as that term is
used in this Lease.

         Except as set forth herein to the contrary, all of the terms and
provisions of this Lease shall remain in full force and effect according to
their terms, which terms and conditions are incorporated herein.

         There shall be no further right of renewal.


LANDLORD:                                  TENANT:

ROWLAND SCHAEFER &                         CLAIRE'S STORES, INC., A FLORIDA
ASSOCIATES, A FLORIDA GENERAL              CORPORATION
PARTNERSHIP


By:      /s/ E. BONNIE SCHAEFER            By:      /s/ IRA D. KAPLAN
   ----------------------------               ---------------------------------

Name:    E. BONNIE SCHAEFER                Name:    IRA D. KAPLAN
     --------------------------                 -------------------------------

Its:     PARTNER                           Its:     CHIEF FINANCIAL OFFICER
    ---------------------------                --------------------------------

WITNESSES:                                 WITNESSES:

         /s/ DIANE CORR                             /s/ CARLA NIERENBURG
-------------------------------            ------------------------------------


         [ILLEGIBLE]                                [ILLEGIBLE]
-------------------------------            ------------------------------------


                                       13
<PAGE>

                              RULES AND REGULATIONS

1.    No sign, door plaque, directory strip, advertisement or notice shall be
      displayed, painted or affixed by Tenant in or on any part of the outside
      or inside of the Premises or the Building without the prior written
      consent of Landlord and then only of such color, size, character, style an
      material, and in such places as shall be approved by Landlord.
      Notwithstanding the above, Tenant shall have the right to install a sign
      on the exterior easterly side at the top of the Building, subject to
      Landlord's approval of size, style, lighting and method of attachment.

      Landlord shall be entitled to grant permission to one other tenant only to
      install a sign at the top of or an the outside of the Building provided
      that such sign may be no larger than three quarter (3/4) of the size of
      Tenant's sign.

      Landlord shall not unreasonably withhold its consent to any of Tenant's
      signage either interior or exterior provided that the same does not
      violate any municipal or other governmental ordinance.

2.    No additional locks or bolts of any kind shall be placed on any door in
      the Building and no changes shall be made to the existing looks or bolts
      without the prior written consent of Landlord. Landlord may at all times
      keep a pass key to the Premises.

3.    Tenant shall not block or obstruct any of the entries, passages, doors,
      elevators, elevator doors, corridors, hallways or stairways of the
      Building or place, empty or throw any rubbish, litter, trash or material
      of any nature into such areas, or permit such areas to be used at any time
      except for ingress or egress.

4.    Glass panel doors that reflect or admit light into the passageways. or
      into any place in the Building, shall not be covered or obstructed by
      Tenant, and Tenant shall not permit, erect and/or place solar reflective
      film, drapes, curtains, blinds, shades, screens, furniture, fixtures,
      shelving, display cases, tables. lights, signs or advertising devises in
      front of, or in the proximity of any interior or exterior windows, glass
      panels or glass doors without Landlord's prior written consent.

5.    Tenant, its officers, agents, servants, employees, patrons, customers,
      visitors, invitees and contractors shall park their vehicles only in the
      area of the parking facilities designated for this purpose by Landlord.

6.    Tenant shall not move furniture, machines, equipment, merchandise or
      materials within, into or out of the Premises, Building or Common Areas
      without Landlord's prior written consent, which consent shall dictate
      time, method and routing of movement. Safes, large files, electronic data
      processing equipment and other heavy equipment or machines shall be moved
      into the Premises, Building or Common Areas only with Landlord's written
      consent and placed where directed by Landlord. Any damage done to the
      Premises, Building or Common Areas or to other tenants or persons during
      such movement of furniture, equipment, machines, merchandise or materials
      shall be paid for by Tenant.

7.    There shall not be used anywhere in the Building any hand trucks, except
      those equipped with rubber tires and side guards.

8.    All contractors and/or technicians performing work for Tenant within the
      Premises, Building or Common Areas, shall be referred to Landlord for
      approval before performing such work. This shall apply to all work
      including, but not limited to installation of telephones, telegraph
      equipment, electrical devices and attachments, and attachments affecting
      floors, walls, windows doors, ceilings, equipment, or any other physical
      feature of the Premises, Building or Common Areas. None of this work shall
      be done by any Tenant without Landlord's prior written approval.

9.    Tenant shall do no painting or decorating in the Premises, or mark, paint
      or cut into, drive nails or screw into, nor in any way deface any part of
      the Premises or the Building without the prior written consent of
      Landlord. If Tenant desires signal, communication, alarm or other utility
      or service connection installed or changed, such work shall be done at the
      expense of Tenant, but only after receipt of the approval and under the
      direction of Landlord.

10.   All doors leading to the Premises from any corridor, passage or hallway
      shall be kept closed at all times, except when someone is actually
      entering or leaving the Premises.

11.   Tenant shall, before leaving the Premises unattended, close and lock all
      doors and shut off all utilities. Any damage resulting from failure to do
      so shall be paid by Tenant.

12.   Tenant shall not permit any noise or noises to be heard outside the
      Premises.

13.   Tenant shall not permit any equipment or device within the Premises which
      will impair radio or television broadcasting or reception form or in the
      Building.

14.   Tenant shall not bring into the Building or keep on the Premises any fish,
      fowl, reptile, insect or animal of any kind whatsoever without the prior
      written consent of Landlord.


                                       14
<PAGE>

15    Tenant shall not use the Premises, Building or Common Areas for housing,
      lodging or sleeping purposes or for the cooking or preparation of food
      without the prior written consent of Landlord.

16.   Tenant shall not install or operate any refrigerating. heating or air
      conditioning apparatus, or carry on any mechanical operation, or bring
      into the Premises, Building or Common Areas any flammable. combustible or
      explosive fluid, chemical, material or substance without the prior written
      consent of Landlord.

17.   The requirements of Tenant will be attended to only upon application to
      Landlord. Landlord's employees and agents shall not perform any work or do
      anything outside of their regular duties, unless under special
      instructions from the Landlord.

18.   The plumbing facilities shall not be used for any other purpose than that
      for which they are constructed, and no foreign substance of any kind shall
      be thrown therein, and the expense of any breakage, stoppage or damage
      resulting from a violation of this provision, shall be borne by Tenant.

19.   The work of Landlord's janitorial personnel, if any, shall not be hindered
      by Tenant after 5:30 p.m., and such work may be done at any time when the
      Premises or Building are or should be vacant. The exterior windows, doors,
      and fixtures may be cleaned at any time.

20.   In the event Tenant must dispose of crates, boxes, or other items which
      will not fit into office wastepaper baskets, it will be the responsibility
      of Tenant to dispose of same. In no event shall Tenant set such items in
      the public hallways, or other areas of the Building or parking facilities,
      excepting Tenant's own Premises, for disposal.

21.   Tenant will be responsible for any damage to the Premises, including
      carpeting and flooring, as a result of rust or corrosion of file cabinets,
      roller chairs, metal objects, or spills of any type of liquid.

22.   Tenant shall not lay linoleum or other similar floor covering within the
      Premises without the prior written consent of Landlord.

23.   Canvassing, solicitation and peddling in the Premises, Building and Common
      Areas are prohibited, and each tenant shall cooperate to prevent same. In
      this respect, Tenant shall promptly report such activities to Landlord.

24.   Tenant shall not solicit business in the Building or Common Areas, nor
      distribute any handbills, or other advertising matter, to vehicles parking
      in the parking facilities.

25.   Landlord will not be responsible for lost or stolen property, equipment,
      money or any article taken from the Premises, Building or parking
      facilities, regardless of how or when such loss occurs.

26.   No vending machine of any description shall be installed, maintained or
      operated upon the Premises without the prior written consent of Landlord.

27.   Tenant shall not go upon the roof of the Building without the written
      consent of the Landlord.

28.   Tenant shall not install any antenna or aerial wires, radio or television
      equipment, or any other such equipment, inside or outside of the Building,
      without Landlord's prior written consent and upon such terms and
      conditions as may be specified by Landlord.

29.   Tenant shall not advertise the business, profession or activities of
      Tenant in any manner which violates the letter of spirit of any code of
      ethics adopted by any recognized association or organization pertaining
      thereto, use the name of the Building for any purpose other than that of
      the business address of Tenant, or use any picture or likeness of the
      Building or the Building name in any letterheads envelopes, circulates,
      notices, advertisements, containers or wrapping material, the without
      written consent of Landlord in each and every instance.


                                       15
<PAGE>

30.   Landlord reserves the right to close the Building and refuse access to the
      Building or the halls, corridors, elevators or stairways of the Building
      from 1:00 p.m. Saturday to 8:00 a.m. Monday, on holidays declared by
      Landlord, whenever the Building is not open to the public and on Monday
      through Friday between the hours of 6:00 p.m. and 8:00 a.m. unless the
      person seeking access has a pass or is properly identified. Landlord shall
      in no case be liable for damages for the admission to, or exclusion from
      the Building of any person. Tenant's officers, agents, servants and
      employees shall be permitted to enter and leave the Building whenever
      appropriated arrangements have been previously made between Landlord and
      Tenant with respect hereto. Each tenant shall be responsible for all
      persons for whom he requests permission and shall be liable to Landlord
      for all acts of such persons. Any person whose presence in the Building at
      any time shall, in the judgment of Landlord, be prejudicial to the safety,
      character, reputation and interest of the Building or its tenants, may be
      denied access to the Building or may be ejected therefrom. In case of
      invasion, riot, public excitement or other commotion, Landlord may prevent
      all access to the Building or any part thereof during the continuance of
      same, by closing the doors or otherwise. Landlord may, but is not
      obligated, to require any person leaving the Building with any package or
      other object, to exhibit a pass from the tenant from whose Promises the
      package or object is being removed, but the establishment and enforcement
      of such requirements shall not impose any responsibility on Landlord for
      the protection of any Tenant against the removal of property from the
      Premises of Tenant. Landlord shall in no way be liable to any Tenant for
      damages or loss arising from the admission, exclusion or ejection of any
      person to or from the Premises, or the Building.

31.   Tenant shall not permit the violation of any of these Rules and
      Regulations by any of Tenant's officers, directors, employees, agents,
      representative, guests, customers, licensees, invitees or any other person
      or entity visiting the Building in connection with Tenant.

32.   Landlord shall have the right to arbitrarily withhold any consent required
      in these Rules and Regulations at Landlord's sole discretion.

33.   All the terms, provisions, conditions and covenants of that certain
      Amended and Restated Office Lease Agreement of which these Rule and
      Regulations from a part are incorporated herein and all defined terms as
      used herein shall have the same meaning as defined in said Amended and
      Restated Office Lease Agreement.


                                       16
<PAGE>

                                    EXHIBIT B

                        Landlord's Work and Tenant's Work


         Not applicable