<PAGE>

Exhibit 10.45

                       ASSIGNMENT AND ASSUMPTION OF LEASE


      This Assignment and Assumption of Lease ("Assignment") is made effective
as of this 21st day of January, 2002 by and between Shells Seafood Restaurants,
Inc., a Delaware corporation ("Assignor") and Famous Dave's Ribs, Inc., a
Minnesota corporation ("Assignee") with reference and respect to the following
facts and circumstances:

      A.    LPF Corporation n/k/a LPF Limited Liability Company, a Kentucky
            limited liability company(the "Landlord") is the owner of that
            certain land and building which is located at 4931 Houston Road,
            Florence, Kentucky and is presently known and operated as Shell's
            Seafood Restaurant in Foltz Plaza (the "Property").

      B.    Pursuant to Articles of Merger dated December 29, 1999 and that
            Agreement of Merger dated December 28, 1999, LPF Corporation was
            merged into Leo Foltz Limited Liability Company, a Kentucky limited
            liability company, and the name of the surviving company was
            thereafter changed to LPF Limited Liability Company.

      C.    Mary Ellen Foltz, Landlord's predecessor in interest and Brinker
            Restaurant Corporation, Assignor's predecessor in interest, entered
            into a certain Lease Agreement dated effective April 24, 1993 (such
            lease, as amended by documents referenced herein and by this
            Assignment and Assumption of Lease, is referred to collectively as
            the "Lease") for the Property, a copy of which is attached hereto as
            Exhibit A.

      D.    The Landlord succeeded Mary Ellen Foltz as to her interest in the
            fee title to the Property and her interest in the Lease by Deed
            dated September 1, 1994, recorded in Book 555, Page 187 of the Boone
            County Clerk's Office, Boone County, Kentucky.

      E.    Brinker Restaurant Corporation assigned its interest in the Lease
            and the Property to Brinker Kentucky, Inc., pursuant to that certain
            Assignment Agreement dated May 31, 1995 (the "Brinker Assignment"),
            and Brinker Kentucky, Inc. subsequently assigned its interest in the
            Lease and the Property to Assignor pursuant to that certain
            Assignment, Assumption and First Amendment to Lease Agreement dated
            January 27, 1997, which was subsequently amended pursuant to a
            certain Amendment No. 1 to Assignment, Assumption and First
            Amendment to Lease Agreement dated March 28, 1997, copies of which
            are attached hereto as Exhibit B (collectively, the "Shells
            Assignment").

      F.    The Assignor desires to assign its right, title and interest in, to
            and under the Lease and the Property to Assignee, and Assignee
            desires to accept
<PAGE>

            such assignment upon and subject to all of their terms and
            conditions hereinafter set forth.

      NOW, THEREFORE, in consideration of the foregoing facts and circumstances,
the mutual covenants and promises contained herein and after good and valuable
consideration, the receipt and sufficiency of which is acknowledged by each of
the parties, the parties do hereby agree to the following:

      1.    Definitions. Each capitalized term used in this Assignment shall
have the same meaning as is ascribed to such capitalized term in the Lease,
unless otherwise provided for herein.

      2.    Assignment and Assumption. Subject to the terms and conditions
contained herein, effective as of the Assignment Effective Date (hereinafter
defined) Assignor hereby assigns to Assignee all of its right, title and
interest in, to and under the Lease and the Property (including all of
Assignor's rights, title, and interest in and to any prepaid rents as have been
paid by Assignor pursuant to the Lease and all options to renew or extend the
Lease and all options to purchase the Property), and Assignee, for itself and
its successors, permitted assigns and legal representatives, hereby accepts such
assignment, assumes all of Assignor's obligations under the Lease, covenants and
agrees to be bound by all of the provisions thereof and to perform all of the
obligations of the tenant thereunder (including, without limitation, the payment
as and when due of all rent) from and after the Assignment Effective Date. Such
assignment and assumption is made upon, and is subject to, all of the terms,
conditions and provisions of this Assignment.

     3.    Subsequent Sublease. Assignor and Assignee expressly acknowledge and
agree that this Assignment is part of a transaction in which Assignee is
subleasing the Property to Best Que, LLC, a Kentucky limited liability company,
pursuant to a Sublease Agreement attached hereto as Exhibit C, and that Best
Que, LLC intends to operate the Property as a "Famous Dave's" Restaurant,
pursuant to a franchise agreement between Assignee and Best Que, LLC (the
"Subsequent Sublease"). Assignor covenants and agrees that it will reasonably
cooperate with Assignee in its efforts to convert the Property to a "Famous
Dave's" bar-b-que restaurant, at no cost to Assignor.

     4.    Effectiveness Contingent Upon Certain Events. Assignor and Assignee
expressly acknowledge, covenant and agree upon the following:

           4.1.    Assignee's Conditions. Assignor expressly acknowledges and
agrees that unless the following conditions are satisfied in full to Assignee's
satisfaction on or before a date which is forty-five (45) days after the date on
which this Assignment and Assumption of Lease becomes fully executed
("Assignee's Contingency Date") the Assignee may, as its sole remedy, terminate
this Assignment by notice to Assignor and Landlord on or prior to the Assignee's
Contingency Date;if Assignee fails to provide such notice by such date Assignee
shall be deemed to have waived both its right to terminate this Assignment due
to a failure of such conditions to be satisfied and any contingency set forth
herein based on such conditions: (i) the full execution and delivery of the
Subsequent Sublease, and (ii) the written consent of Landlord to the

                                       2
<PAGE>

Subsequent Sublease, as evidenced by the Landlord's execution and delivery of
the Landlord Consent attached to this Assignment.

           4.2.    Assignor's Conditions. Assignee expressly acknowledges and
agrees that unless any one of the following conditions is satisfied in full to
Assignor's satisfaction on or before a date which is forty-five (45) days after
the date on which this Assignment and Assumption of Lease becomes fully executed
("Assignor's Contingency Date") the Assignor may, as its sole remedy, terminate
this Assignment by notice to Assignee and Landlord on or prior to the Assignor's
Contingency Date; if Assignor fails to provide such notice by such date,
Assignor shall be deemed to have waived both its right to terminate this
Assignment due to a failure of any of such conditions to be satisfied and any
contingency set forth herein based on any of such conditions being satisfied:
(i) all of Assignor's right, title and interest in and to its sublease dated as
of May 30, 1997 with Shoney's, Inc. with respect to a restaurant at 3261 Village
Drive, Middletown, Warren County, Ohio ("Middletown Sublease") is assigned to
Assignee and Assignee assumes the Middletown Sublease and all obligations and
liabilities of Assignor thereunder for the remainder of the Middletown Sublease
term and the current Prime Lessor (as defined in the Middletown Sublease) has
consented in writing to such assignment and assumption of the Middletown
Sublease to the extent required under the Prime Lease (as defined in the
Middletown Sublease), or (ii) the Middletown Sublease is terminated and Assignor
is released from further liability thereunder, or (iii) Assignor's fee simple
title to its real property with a street address of 3802 East 82nd Street,
Indianapolis, Indiana is conveyed to Assignee, the subtenant under the
Subsequent Sublease, any affiliate of either, or to any other party identified
by any such parties.

           4.3.    Landlord's Consent. Assignor and Assignee expressly
acknowledge and agree that this Assignment is contingent upon receiving the
written consent of Landlord to this Assignment, as indicated by Landlord's
signature on the Landlord Consent set forth after the signature of Assignor and
Assignee hereto. If Landlord shall fail to deliver its written consent to this
Assignment within thirty (30) days after the date hereof, then Assignor or
Assignee may terminate this Assignment by notice to the other party and
Landlord, such notice to be received by such parties at any time after such
thirty (30) day period and prior to receipt of Landlord's written consent.

           4.4.    Effective Date of Assignment. If either party terminates this
Assignment in accordance with subsections 4.1, 4.2 or 4.3 of this Section 4 of
this Assignment, then this Assignment shall be deemed terminated and of no force
or effect. Assignor and Assignee covenant and agree that the effective date of
this Assignment ("Assignment Effective Date") shall be the later of the date (i)
Assignee waives, or is deemed to have waived, its right to terminate this
Assignment pursuant to subsection 4.1 of this Assignment; (ii) Assignor waives,
or is deemed to have waived, its right to terminate this Assignment pursuant to
subsection 4.2 of this Assignment, or (iii) the Landlord's written consent to
this Assignment is received, as contemplated by subsection 4.3 of this
Assignment. Within ten (10) days of being requested to do so by either party
hereto, Assignor and Assignee covenant and agree to confirm, in writing, the
Assignment Effective Date.

                                       3
<PAGE>

     5.    Condition of Property. The Property shall be delivered by Assignor
to Assignee in "As Is" condition with all built-in fixtures, equipment,
appliances, and all other leasehold improvements presently located thereon. All
of such leasehold improvements owned by Assignor shall be and become the
property of Assignee subject to no liens, conditional sales contracts, or other
encumbrances except for such rights as the Landlord may have in same as provided
in the Lease.

     6.     Assignor's Representations and Warranties. As of the date
hereof, Assignor represents and warrants to Assignee, its successors and
assigns, as follows:

            6.1.    Lease. Attached as Exhibit A and Exhibit B to this
Assignment is a true and complete copy of the Lease, as presently amended. These
exhibits include the Lease as originally signed and all amendments and related
agreements thereto.

            6.2.    Improvements. To the best of Assignor's knowledge, all work
and improvements required by the Lease to be completed by the date hereof have
been completed in the manner and in accordance with the terms, conditions, and
covenants set forth in the Lease. Assignor is the owner of the improvements,
furniture, fixtures, and equipment presently located on the Property free and
clear of all liens, claims and encumbrances, other than any inchoate Landlord's
lien for rent and any right of Landlord to the improvements at the end of the
term of the Lease.

           6.3.     Possession. Assignor has accepted the Property under the
Lease.

           6.4.     No Default. As of the date hereof, neither Assignor nor
Landlord has issued a notice of default in the fulfillment or performance of any
of the terms, covenants, and conditions under the Lease which remains uncured
nor is Assignor aware of the occurrence or non-occurrence of any event which
with notice or the passage of time, or both, would constitute such a default.
There are no actions, voluntary or involuntary, pending against the Assignor
under the bankruptcy laws of the United States.

           6.5.    No Prior Assignment or Sublet. Assignor has not previously
assigned, sublet, or encumbered its interest under the Lease, other than to
Assignee, the subtenant under the Subsequent Sublease, or their respective
affiliates.

           6.6.    Rents Paid. As of the date hereof, no rent under the Lease
has been paid for more than one month in advance, and to the best of Assignor's
knowledge there exists no credits or allowances to which Assignor is entitled
and no setoffs or defenses to the enforcement of the agreements, terms,
covenants, or conditions of the Lease.

           6.7.    Term of Lease. The Lease expires December 30, 2007, unless
existing renewal or extension options are exercised by Assignee.

           6.8.    Rents due under Lease. The monthly base rental under the
Lease has been or will be paid through the last day of the month in which this
Assignment Effective Date occurs,

                                       4
<PAGE>

however, if the Assignment Effective Date is not the last day of a calendar
month, then Assignee shall reimburse Assignor for a pro-rated amount of such
monthly base rental (and other prepaid charges under the Lease) from the
Assignment Effective Date until the last day of the month in which the
Assignment Effective Date occurs.

           6.9.    Lease in Full Force and Effect. The Lease is in full force
and effect and Assignor is not aware of any (i) threatened condemnation
proceedings pending against or affecting the Property, (ii) pending special
assessments against the Property for governmental improvements or (iii) uncured
violations of any law, regulations ordinance, order or other requirement of any
governmental authority having jurisdiction over the Property.

           6.10.   Lease the Complete Agreement. The Lease sets forth all the
agreements between Landlord and Assignor concerning the Property, and there are
no "side-agreements" or unwritten agreements of any kind.

           6.11.   No Hazardous Materials. Assignor has not stored or used, and
has no knowledge of, any hazardous substances on the Property except de minimus
amounts used in the ordinary course of Assignor's business in compliance with
applicable law.

           6.12.   Operations. Assignor has paid all sales, use, excise and
income taxes arising out of its conduct of business on the Property during the
term of the Lease.

           6.13.   Reliance. These representations and warranties are made by
the Assignor with the knowledge and understanding that Assignee and its
successors and assigns will rely upon the accuracy and completeness hereof, and
the Assignor acknowledges that it will be bound by these representations and
warranties.

           6.14.   Binding Effect. These representations and warranties shall
be binding upon the Assignor and its successors and assigns and shall inure to
the benefit of Assignee and its respective successors and assigns.

           6.15.   Limitation. Any legal action against Assignor for breach of
the foregoing representations and warranties must be commenced within one year
of the Assignment Effective Date.

     7.    Representations and Warranties. As of the date hereof, Assignee and
Assignor, their successors and assigns, represent and warrant as follows:

           7.1.    Authority. Assignor and Assignee have full power and
authority to execute and deliver this Assignment, and the individuals executing
this Assignment on behalf of Assignor and Assignee, respectively, have been
authorized to execute and deliver this Assignment.

           7.2.    No Consent. No consent is required (other than those which
have already been obtained) in order for Assignor or Assignee to execute and
deliver this Assignment, and the

                                       5
<PAGE>

execution and delivery of this Assignment will not result in a default or breach
by Assignor or Assignee under any agreement to which Assignor or Assignee is a
party or to which Assignor or Assignee or their respective assets are subject.

      8.   Miscellaneous.

           8.1     Notices. Any notice, demand, request, covenant, approval or
other communication to be given by one party to the other shall be in writing
(unless some other form of notice is specifically provided for herein) and given
by personal service, telegram, or express mail, Federal Express, DHL or any
other similar form of airborne/overnight delivery service, or mailing in the
United States mail (certified and return receipt requested), addressed to the
parties at their respective addresses as follows:

                  If to Assignor:
                  Shells Seafood Restaurants, Inc.
                  16313 North Dale Mabry, Suite 100
                  Tampa, Florida  33618
                  Attention:  Mr. Warren Nelson

                  If to Assignee:
                  Famous Dave's Ribs, Inc.
                  7657 Anagram Drive
                  Eden Prairie, Minnesota  55344
                  Attention: Property Management

                  With copy to:

                  Maslon, Edelman, Borman & Brand, LLP
                  3300 Wells Fargo Center
                  90 South Seventh Street
                  Minneapolis, Minnesota  55402
                  Attn:  Counsel for Famous Dave's Ribs, Inc.

Any such notice shall be deemed to have been given upon delivery or refusal of
acceptance of attempted delivery. Either party may change the address at which
it desires to receive notice upon giving written notice of such request to the
other party. Assignor and Assignee, and their respective counsel, hereby agree
that notices may be given hereunder by the parties' respective counsel, and that
if any communication is to be given hereunder by Assignor's or Assignee's
counsel, such counsel may communicate directly with all principals, as required
to comply with the foregoing provisions.

           8.2     TIME OF ESSENCE.  TIME IS OF THE ESSENCE OF THIS  Assignment
AND EACH AND EVERY TERM AND PROVISION HEREOF.

                                       6
<PAGE>

           8.3      Modification. A modification of any provision herein
contained, or any other amendment to this Assignment, shall be effective only if
the modification or amendment is in writing and signed by Assignor and Assignee.

           8.4      Waiver. No waiver by any party hereto of any breach or
default shall be considered to be a waiver of any other breach or default. The
waiver of any condition shall not constitute a waiver of any breach or default
with respect to any covenant, representation or warranty.

           8.5      Successors and Assigns. This Assignment shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
successors and assigns.

           8.6      Number of Gender. As used in this Assignment, the neuter
includes the masculine and feminine, and the singular includes the plural.

           8.7      Governing Law. This Assignment shall be governed by,
interpreted under, and construed and enforced in accordance with the laws of the
State of Kentucky applicable to agreements made and to be performed wholly
within the State of Kentucky.

           8.8      Construction. Headings at the beginning of each Section and
subsection are solely for the convenience of the parties and are not a part of
this Assignment. Except as otherwise provided in this Assignment, all exhibits
referred to herein are attached hereto and are incorporated herein by this
reference. Unless otherwise indicated, all references herein to Articles,
Sections, subsections, paragraphs, subparagraphs or provisions are to those in
this Assignment. Any reference to a Section herein includes all subsections
thereof. This Assignment shall not be construed as if it had been prepared by
only Assignor or Assignee, but rather as if both Assignor and Assignee had
prepared the same. In the event any portion of this Assignment shall be declared
by a court of competent jurisdiction to be invalid, illegal or unenforceable,
such portion shall be deemed severed from this Assignment, and the remaining
parts hereof shall remain in full force and effect, as fully as though such
invalid, illegal or unenforceable portion had never been part of this
Assignment.

           8.9     Integration of Other Agreements. This Assignment sets forth
the entire agreement and understanding of the parties with respect to the
matters set forth herein and supersedes all previous written or oral
understandings, agreements, contracts, correspondence and documentation with
respect thereto. Any oral representations or modifications concerning this
Assignment shall be of no force and effect.

           8.10    Duplicate Originals; Counterparts. This Assignment may be
executed in any number of duplicate originals, all of which shall be of equal
legal force and effect. Additionally, this Assignment may be executed in
counterparts, but shall become effective only after a counterpart hereof has
been executed by each party; all said counterparts shall, when taken together,
constitute the entire single Assignment between the parties.

                                       7
<PAGE>

           8.11    Non-Waiver of Rights. No failure or delay of either party in
the exercise of any right given to such party hereunder shall constitute a
waiver thereof unless the time specified herein for exercise of such right has
expired, nor shall any single or partial exercise of any right preclude other or
further exercise thereof or of any other right.

           8.12    Further Assurances. Assignor and Assignee each agree to
execute any and all other documents and to take any further actions reasonably
necessary to consummate the transactions contemplated hereby.

           8.13    Brokerage Commission. Assignor shall be responsible for
paying Rotella, Toroyan & Clinton Group, LLP ("Rotella", together with U.S.
Productions, Inc. ("USP"), collectively, "Brokers") any commission which may be
due Rotella with respect to this Assignment, pursuant to a separate agreement or
agreements with Rotella, and Assignor understands that USP will receive a
portion of the commission paid to Rotella as a co-broker fee, pursuant to a
separate agreement between Rotella and USP. Assignor and Assignee each (a)
represent and warrant to the other that the Brokers are the only persons with
whom they have negotiated in connection with the transactions contemplated
hereunder and (b) agree to indemnify the other parties against any claims by any
other persons claiming a fee or commission by reason of having dealt with the
indemnitor in connection with any of such transactions.

     9.    Lease Amendment. The Lease, to the extent contrary to the following,
shall be amended by the following provisions of this Section 9. Landlord's
consent to this Assignment shall be deemed to be Landlord's agreement to such
amendment.

            9.1   Paragraph 7(b) of the Lease shall be amended as follows:

                  "Exclusive Use. Landlord agrees not to lease space in the
                  Development or convey any out-parcel pad or free-standing site
                  located in the Development without Tenant's prior written
                  approval, to another "bar-b-que theme" restaurant offering
                  full table service, alcoholic beverages, and specializing in
                  the sale of bar-b-que as primary entrees on its menu. However,
                  should Landlord be permanently estopped by any governmental or
                  judicial authority from performing under this subparagraph,
                  then this subparagraph shall be modified to such an extent as
                  to take into account the parties' original intent and to
                  permit Tenant the ability to enforce the same under applicable
                  law. Landlord represents and warrants to Tenant that the use
                  of the Property as a full-service bar-b-que restaurant, with
                  an on-site liquor license, shall not violate the terms and
                  provisions of any other lease within the Development or any
                  restriction affecting the Property."

            9.2   Section B, Paragraph 4 of the Shells Assignment is hereby
amended in its entirety to read as follows:

            "(1) the Term "Fiscal Year" shall mean a period of twelve (12)
            consecutive

                                       8
<PAGE>

            calendar months commencing on January 1, 2001 and ending on the next
            following December 31; provided that the first Fiscal Year shall
            commence on April 18, 2001 and end on December 31, 2001, and the
            last Fiscal Year shall commence on January 1, 2007 and end on
            December 30, 2007. In computing the Percentage Rent for the first
            Fiscal Year or the last Fiscal Year, as the case may be, the Break
            Point shall be multiplied by a fraction, the numerator of which
            shall be the number of days in such shorter Fiscal Year and the
            denominator shall be three hundred and sixty-five (365)."

            9.3    Notices. The Notices provided in the Lease shall be amended
to include the Assignee for notices to the Tenant under the Lease, at the
Assignee's address as set forth in Section 8.1 of this Assignment.

            9.4    Permitted Use. Landlord agrees that Assignee's proposed use
of the Property as a "Famous Dave's" full service, sit down restaurant with an
on-site liquor license, shall be deemed to be an approved use under the Lease.
Assignee may make, or may permit to be made, non-structural alterations,
additions or improvements to the Property deemed necessary or appropriate in
converting the same to a prototype "Famous Dave's" restaurant provided the same
are made in compliance with all applicable laws.

      IN WITNESS WHEREOF, each party has executed this Assignment on the date
set forth next to its signature below, but effective as of the date first set
forth above.


Date:  1/18/02                "Assignor"
                              SHELL'S SEAFOOD RESTAURANT, INC.

                              By: /s/
                              Warren R. Nelson,
                              Executive Vice President


Date:12/7/01                  "Assignee"
                              FAMOUS DAVE'S RIBS, INC.

                              By: /s/
                              Martin O'Dowd,
                              President/CEO


                                       9
<PAGE>

                                LANDLORD CONSENT
                                ----------------


The undersigned Landlord hereby states and agrees as follows:

1.    Landlord is the successor in interest of the original landlord, as stated
      in the Assignment to which this Landlord Consent is attached, to the
      Property and to the Landlord's interest under Lease and has fee simple
      title to the Property and possesses full power and authority to execute
      this Consent to Assignment as of the date hereof without the consent of
      any other third party (including mortgagees, other tenants in the
      Development or other lienholders), and no other party has any right or
      option thereto or in connection therewith.

2.    Landlord consents to the foregoing Assignment and to the Subsequent
      Sublease (as defined in the foregoing Assignment) and expressly agrees to
      the Lease Amendment and Permitted Use provisions contained in the
      foregoing Assignment.

3.    Landlord represents that the representations and warranties made regarding
      the present status of the Landlord, and Assignor, and the Lease in the
      foregoing Assignment are true and correct as of the date hereof, and
      affirmatively warrants that the Lease is in full force and effect, as
      amended herein, is valid and binding upon Landlord, and no act, omission,
      or event has occurred or been threatened which, with or without notice or
      the lapse of time, constitutes or will constitute a Tenant Event of
      Default under the Lease, and that the Lease expires December 30, 2007,
      unless existing renewal or extension options are exercised by the Tenant.

4.    Landlord represents and warrants that it is not in default as of the
      effective date herein of its obligations to Mortgagee Mary Ellen Foltz
      pursuant to that certain Mortgage dated September 1, 1994, in the original
      principal amount of $540,000, and Landlord shall otherwise indemnify
      Assignee and hold Assignee harmless from any and all damages, claims,
      causes of action, expenses, or liabilities resulting from or arising out
      of Assignee's or Best Que's inability to use the Property for Assignee's
      or Best Que's intended use under the Subsequent Sublease due to the
      exercise of any rights or remedies by Mortgagee as a result of Landlord's
      default in payment of the aforesaid loan.

5.    Landlord confirms that the monthly base rental under the Lease is due on
      the 1st day of each month at the following rates: Seven Thousand Five
      Hundred and 00/100 Dollars ($7,500.00) from the date hereof until December
      31, 2002, Eight Thousand Two Hundred Fifty and 00/100 Dollars ($8,250.00)
      from January 1, 2002 until December 30, 2007 and has been paid through
      November 30, 2001. The percentage rents due under the Lease are three
      percent (3%) over the natural breakpoint and have been accepted by
      Landlord through December 31, 2000.

6.    Landlord confirms that Assignee has three (3) options to renew or extend
      the term of the Lease for periods of five (5) years each. The monthly base
      rental for each renewal term is

                                       10
<PAGE>

      (i) for the first renewal term, Nine Thousand Seventy Five and 00/100
      Dollars ($9,075.00) per month, (ii) for the second renewal term, Nine
      Thousand Nine Hundred Eighty Two and 50/100 Dollars ($9,982.50) per month,
      and (iii) for the third renewal term, Ten Thousand Nine Hundred Eighty and
      75/100 Dollars ($10,980.75) per month. Assignee has a limited right to
      purchase the Property pursuant to Article 29 of the Lease.

7.    Nothing contained in the Assignment shall modify, waive, impair or affect
      any of the terms or conditions contained in the Lease, except to the
      extent therein expressly provided. The Assignment shall not be construed
      as a consent by Landlord to, or as permitting, any other or further
      assignment or transfer of the Lease or any sublease of the Property by
      Assignee, except for the Subsequent Sublease.

8.    From and after the Assignment Effective Date, Landlord hereby releases and
      discharges Assignor from all liabilities, obligations, claims, demands,
      actions and causes of action of every kind and nature whatsoever arising
      out of the Lease; provided, however, that nothing herein contained shall
      be deemed to operate as a release or discharge of Assignor with respect to
      any obligation or liability which accrued or was incurred under the Lease
      up to and including, and was outstanding and unsatisfied on, the
      Assignment Effective Date.



Date: 1/21/02                 "Landlord"
                              LPF Limited Liability Company
                              By:  /s/
                              Tom Foltz,
                              Manager


                                       11