<PAGE>

                                                                   EXHIBIT 10.52

                                      LEASE

LANDLORD:     JLP - CHESAPEAKE, LLC
              1798 FREBIS AVENUE
              COLUMBUS, OHIO 43206-3764

TENANT:       SHONAC CORPORATION DBA
              DSW SHOE WAREHOUSE
              1675 WATKINS ROAD
              COLUMBUS, OHIO 43207

PREMISES:     36,575 square feet at
              CHESAPEAKE CROSSINGS
              1412 GREENBRIER PARKWAY, UNIT #106
              CHESAPEAKE, VIRGINIA 23320

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                        Page
                                                                        ----
<S>                                                                     <C>
SECTION  1. PREMISES.................................................     1
SECTION  2. TERM.....................................................     1
SECTION  3. COMMENCEMENT DATE........................................     1
SECTION  4. RENEWAL OPTIONS..........................................     3
SECTION  5. MINIMUM RENT.............................................     3
SECTION  6. PERCENTAGE RENT..........................................     4
SECTION  7. SECURITY DEPOSIT - DELETED BY INTENTION..................     6
SECTION  8. RIGHT TO REMODEL.........................................     6
SECTION  9. UTILITIES................................................     7
SECTION 10. GLASS....................................................     7
SECTION 11. PERSONAL PROPERTY........................................     7
SECTION 12. RIGHT TO MORTGAGE........................................     8
SECTION 13. SUBLEASE OR ASSIGNMENT...................................     8
SECTION 14. COMMON AREAS.............................................     9
SECTION 15. OPERATION OF COMMON AREAS................................    10
SECTION 16. COMMON AREA MAINTENANCE, TENANT'S SHARE..................    10
SECTION 17. EMINENT DOMAIN...........................................    12
SECTION 18. TENANT'S TAXES...........................................    13
SECTION 19. RISK OF GOODS............................................    13
SECTION 20. USE AND OCCUPANCY........................................    13
SECTION 21. NUISANCES................................................    15
SECTION 22. WASTE AND REFUSE REMOVAL.................................    15
SECTION 23. FIRE AND CASUALTY........................................    15
SECTION 24. LANDLORD REPAIRS.........................................    16
SECTION 25. TENANT'S REPAIRS.........................................    17
SECTION 26. COVENANT OF TITLE AND PEACEFUL POSSESSION................    18
SECTION 27. TENANT'S AND LANDLORD'S INSURANCE; INDEMNITY.............    19
SECTION 28. REAL ESTATE TAXES........................................    21
SECTION 29. TENANT'S INSURANCE CONTRIBUTION..........................    22
SECTION 30. FIXTURES.................................................    22
SECTION 31. SURRENDER................................................    23
SECTION 32. HOLDING OVER.............................................    23
SECTION 33. NOTICE...................................................    23
SECTION 34. DEFAULT..................................................    23
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                      <C>
SECTION 35. WAIVER OF SUBROGATION....................................    26
SECTION 36. LIABILITY OF LANDLORD; EXCULPATION.......................    27
SECTION 37. RIGHTS CUMULATIVE........................................    28
SECTION 38. MITIGATION OF DAMAGES....................................    28
SECTION 39. SIGNS....................................................    28
SECTION 40. ENTIRE AGREEMENT.........................................    28
SECTION 41. LANDLORD'S LIEN-DELETED BY INTENTION.....................    28
SECTION 42. BINDING UPON SUCCESSORS..................................    28
SECTION 43. HAZARDOUS SUBSTANCES.....................................    29
SECTION 44. TRANSFER OF INTEREST.....................................    30
SECTION 45. ACCESS TO PREMISES.......................................    30
SECTION 46. HEADINGS.................................................    31
SECTION 47. NON-WAIVER...............................................    31
SECTION 48. SHORT FORM LEASE.........................................    31
SECTION 49. ESTOPPEL CERTIFICATE.....................................    31
SECTION 50. TENANT'S REIMBURSEMENT...................................    32
SECTION 51. TENANT'S TERMINATION RIGHT...............................    32
SECTION 52. NO BROKER................................................    33
</TABLE>

EXHIBIT A       SHOPPING CENTER SITE PLAN
EXHIBIT A-1     LEGAL DESCRIPTION
EXHIBIT A-2     DEMISED PREMISES
EXHIBIT B       LANDLORD'S WORK
EXHIBIT C       TENANT'S WORK
EXHIBIT D       EXCLUSIVES
EXHIBIT E       TENANT IMPROVEMENTS

                                       ii
<PAGE>

                                      LEASE

      THIS AGREEMENT OF LEASE, made this 28th day of February, 2001, by and
between JLP-Chesapeake, LLC, an Ohio limited liability company (hereinafter
referred to as "Landlord"), with offices at 1798 Frebis Avenue, Columbus, Ohio
43206-3764 and Shonac Corporation dba DSW Shoe Warehouse with offices at 1675
Watkins Road, Columbus, Ohio 43207 (hereinafter referred to as "Tenant").

                                   WITNESSETH:

SECTION 1. PREMISES

      (a) Landlord, in consideration of the rents to be paid and covenants and
agreements to be performed by Tenant, does hereby lease unto Tenant the premises
(hereinafter referred to as the "premises" or "demised premises") in the
shopping center commonly known as Chesapeake Crossings (hereinafter referred to
as the "Shopping Center"), at 1412 Greenbrier Parkway, Unit # 106, Chesapeake,
Virginia, in the City of Chesapeake, and State of Virginia, containing or to
contain approximately 371,735 square feet of leasable space on approximately 20
acres. The location, size, and area of the demised premises and of the Shopping
Center shall be substantially as shown on Exhibit "A" attached hereto and made a
part hereof. A legal description of the Shopping Center is shown on Exhibit
"A-l" attached hereto and made a part hereof. Landlord shall not change the
configuration of the Shopping Center so as to materially adversely affect access
to, visibility of or parking for the premises without the prior written consent
of Tenant.

      (b) The demised premises shall have a ground floor area of approximately
36,575 square feet with approximate dimensions of 100' x 200' and 85' x 195', as
shown on Exhibit "A-2" attached hereto and made a part hereof.

SECTION 2. TERM

      The term of this Lease shall be for a period of ten (10) years, beginning
on the commencement date (as hereinafter defined), except that if the
commencement date shall be a day other than the first day of a month, then the
period of time between the commencement date and the first day of the month next
following shall be added to the term of the Lease.

SECTION 3. COMMENCEMENT DATE

(a) As herein used, the phrase "commencement date" shall mean the earlier of:
(i) the day Tenant opens for business in the demised premises, or (ii) sixty
(60) days after Landlord has delivered to Tenant possession of the demised
premises as same are to be substantially completed by Landlord and ready for

                                        1
<PAGE>

occupancy, as in (b) below. Landlord agrees to deliver the demised premises to
Tenant with Landlord's work completed between July 1, 2001 and September 1, 2001
(the "Delivery Period"). Landlord shall give Tenant notice (the "Estimated
Delivery Notice") no later than May 1, 2001 of the status of Landlord's
construction and the estimated date that Landlord shall deliver the Premises to
Tenant with Landlord's Work substantially completed (the "Estimated Delivery
Date"). Landlord may revise the Estimated Delivery Date any time prior to June
1, 2001 (the "Final Delivery Notice Date"), by which time Landlord shall have
given Tenant a final notice (the "Final Delivery Notice") of a firm delivery
date (the "Final Delivery Date") upon which the Landlord's work shall be
completed and the demised premises delivered to Tenant. Upon the sending of the
Final Delivery Notice, Landlord shall have no further right to modify the Final
Delivery Date subject to force majeure. Neither the Estimated Delivery Date nor
the Final Delivery Date shall be (y) earlier than (i) thirty (30) days after the
date Tenant receives the Estimated Delivery Notice or the Final Delivery Notice,
as applicable, or (ii) the first day of the Delivery Period or (z) later than
the last day of the Delivery Period. If Landlord does not provide a Final
Delivery Notice on or before the earlier of the Final Delivery Notice Date and
thirty (30) days prior to the Estimated Delivery Date or if the date provided
for in such Final Delivery Notice does not comply with the requirements of this
Section 3(a), the Final Delivery Date shall be deemed to be the Estimated
Delivery Date, provided such date complies with the requirements of this Section
3(a). If Landlord does not provide an Estimated Delivery Date on or before the
Final Delivery Notice Date or if such date does not comply with the requirements
of this Section 3(a), then the Final Delivery Date shall be deemed to be the
earlier of the last day of the Delivery Period, or the date Tenant opens for
business in the demised premises. In the event Landlord has not delivered
possession of the demised premises to Tenant on or before November 1, 2001,
Tenant can defer delivery until January 2, 2002.

      (b) Possession of the demised premises shall not be deemed to have been
given to Tenant unless Landlord's work has been substantially completed and the
demised premises are ready for the installation of Tenant's fixtures and
finishing work by Tenant, and are free of any violation of laws, ordinances,
regulations and building restrictions relating to the possession or use of or
construction upon the demised premises. Landlord's work is listed on Exhibit
"B", attached hereto and made a part hereof.

      (c) Prior to the date on which possession is delivered to Tenant as
aforesaid, Tenant shall have the right to enter the demised premises at its own
risk rent-free for the purpose of preparing for its occupancy, installing
fixtures and equipment, and receiving merchandise and other property, provided
that it does not unreasonably interfere with Landlord's construction activities.
All work other than that to

                                        2
<PAGE>

be performed by Landlord is to be done by Tenant within sixty (60) days after
the date possession of the demised premises has been delivered to Tenant in
accordance with the requirements of this Section 3, at Tenant's expense in
accordance with the provisions of this Lease and as set forth in the schedule
entitled Description of Tenant's Work and attached hereto as Exhibit "C" and
made a part hereof.

      (d) From the date upon which the demised premises are delivered to Tenant
for its work until the commencement date of the lease term, Tenant shall observe
and perform all of its obligations under this Lease (except its obligation to
operate and to pay minimum rent, percentage rent, its pro rata share of
maintenance costs, provided for in Section 16 hereof, its pro rata share of real
estate taxes provided for in Section 28 hereof and its prorata share of
insurance provided for in Section 29 hereof). In the event Tenant fails to open
for business within ninety (90) days after the date possession of the demised
premises has been delivered to Tenant, Landlord, in addition to any and all
other available remedies, may require Tenant to pay to Landlord, in addition to
all other rent and charges herein, as liquidated damages and not as a penalty,
an amount equal to one-three hundred sixty five thousandths (1/365) of the
annual minimum rent for each day such failure to open continues.

SECTION 4. RENEWAL OPTIONS

      So long as Tenant is not in default hereunder, Tenant shall have four (4)
consecutive separate options to extend the term of this Lease for successive
renewal terms of five (5) lease years each upon the same terms set forth herein
except for minimum rental as specified under Section 5. The Tenant may exercise
each such renewal option by giving written notice to the Landlord at least one
hundred eighty (180) days prior to the end of the then current term or renewal
term.

SECTION 5. MINIMUM RENT

      From and after the commencement date, Tenant covenants and agrees to pay
on a monthly basis during the term minimum rent in the following amounts to
Landlord at the address listed above or such other place as Landlord may by
thirty (30) days' prior written notice to Tenant direct:

                                        3
<PAGE>

<TABLE>
<CAPTION>
                     Annual Rent                                Annual
Lease Year      (Based on 12 Months)      Monthly Rent      Per Square Foot
----------      --------------------      ------------      ---------------
<S>             <C>                       <C>               <C>
    1-5             $402,325.00            $33,527.71           $11.00
   6-10             $438,900.00            $36,575.00           $12.00
  11-15             $475,475.00            $39,622.92           $13.00
  16-20             $512,050.00            $42,670.83           $14.00
  21-25             $548,625.00            $45,718.75           $15.00
  26-30             $585,200.00            $48,766.67           $16.00
</TABLE>

      The monthly installments of minimum rent payable under this Section 5
shall be paid in advance on or before the first day of each calendar month from
and after the commencement date during the term hereof without notice or demand
therefor and without any offsets or deductions whatsoever except as otherwise
specifically provided in this Lease. Minimum rent for any partial month shall be
prorated based upon the actual number of days in such month.

SECTION 6. PERCENTAGE RENT

      (a) Tenant shall pay to Landlord as additional rent, a percentage rental
of two percent (2%) annually of the "gross receipts" that exceed: (i)
$10,058,125 in lease years 1-5; $10,972,500 in lease years 6-10; (iii)
$11,886,875 in lease years 11-15; (iv) $12,801,250 in lease years 16-20; (v)
$13,715,625 in lease years 21-25; and (vi) $14,630,000 in lease years 26-30.

      (b) For purposes hereof, a lease year shall consist of a consecutive
twelve (12) calendar month period commencing on the commencement of the term of
this Lease; provided, however, that if this Lease commences on a day other than
the first day of a calendar month, then the first lease year shall consist of
such fractional month plus the next succeeding twelve (12) full calendar months,
and the last lease year shall consist of the period commencing from the end of
the preceding lease year and ending with the end of the term of the Lease,
whether by expiration of term or otherwise. In the event percentage rental shall
commence to accrue on a day other than the first day of a lease year, the
percentage rental for such lease year shall be adjusted on a pro rata basis,
based upon the actual number of days in such lease year.

      (c) Each lease year shall constitute a separate accounting period, and the
computation of percentage rental due for any one period shall be based on the
gross receipts for such lease year.

      (d) The term "gross receipts" as used in this Lease is hereby defined to
mean the gross dollar aggregate of all sales or rental or manufacture or
production of merchandise and all services, income and other receipts whatsoever
of all business conducted in, at or from any part of the demised premises,

                                        4
<PAGE>

whether for cash, credit, check, charge account, gift or merchandise certificate
purchased or for other disposition of value regardless of collection. Should any
departments, divisions or parts of Lessee's business be conducted by any
subleases, concessionaires, licensees, assignees or others, then there shall be
included in Lessee's "gross sales," all "gross sales" of such department,
division or part, whether the receipts be obtained at the demised premises or
elsewhere in the same manner as if such business had been conducted by Lessee.
Gross Receipts shall exclude the following: (i) any amount representing sales,
use, excise or similar taxes; (ii) the amount of refunds, exchanges or returns
by customers or allowances to customers.

      (e) The percentage rental, if any, shall be paid within ninety (90) days
after the end of each lease year, accompanied by a statement in writing signed
by Tenant setting forth its gross receipts from the sale of all items for such
lease year. Tenant shall keep at its principal executive offices, where now or
hereafter located, true and accurate accounts of all receipts from the demised
premises. Landlord, its agents and accountants, shall have access to such
records at any and all times during regular business hours for the purpose of
examining or auditing the same. Tenant shall also furnish to Landlord any and
all supporting data in its possession relating to gross sales and any deductions
therefrom as Landlord may reasonably require. Landlord agrees to keep any
information obtained therefrom confidential, except as may be required for
Landlord's tax returns, or in the event of litigation or arbitration where such
matters are material.

      (f) Tenant shall at all times maintain accurate records which shall be
available for Landlord's inspection at any reasonable time.

      (g) If Landlord, for any reason, questions or disputes any statement of
percentage rental prepared by Tenant, then Landlord, at its own expense, may
employ such accountants as Landlord may select to audit and determine the amount
of gross sales for the period or periods covered by such statements. If the
report of the accountants employed by Landlord shall show any additional
percentage rents payable by Tenant, then Tenant shall pay to Landlord such
additional percentage rents plus interest at one (1) point over the prime rate,
commencing on the date such percentage rentals should have been paid, within
thirty (30) days after such report has been forwarded to Tenant, unless Tenant
shall, within said thirty (30) day period, notify Landlord that Tenant questions
or disputes the correctness of such report. In the event that Tenant questions
or disputes the correctness of such report, the accountants employed by Tenant
and the accountants employed by Landlord shall endeavor to reconcile the
question(s) or dispute(s) within thirty (30) days after the notice from Tenant
questioning or disputing the report of

                                        5
<PAGE>

Landlord's accountants. In the event that it is finally determined by the
parties that Tenant has understated percentage rent for any Lease year by three
percent (3%) or more, Tenant shall pay the reasonable cost of the audit.
Furthermore, if Tenant's gross sales cannot be verified due to the insufficiency
or inadequacy of Tenant's records, then Tenant shall pay the cost of the audit.
The cost of any audit resulting from failure to report percentage rent after
written notification of default shall be at the sole cost of Tenant.

SECTION 7. SECURITY DEPOSIT - DELETED BY INTENTION

SECTION 8. RIGHT TO REMODEL

      Tenant may, at Tenant's expense, make non-structural repairs and
alterations to the interior of the demised premises in accordance with all laws
and in the exercise of good business judgement. Tenant may not make any
structural or exterior changes to the premises without the prior written consent
of Landlord, which consent shall not be unreasonably withheld or delayed. Any
structural alteration may not diminish the market value of the demised premises.
All plans for such remodeling shall be submitted to Landlord for endorsement of
its approval prior to commencement of work. Upon Landlord's request, Tenant
shall be obligated, if it remodels and/or alters the demised premises, to
restore the demised premises upon vacating the same. Tenant will indemnify and
save harmless the Landlord from and against all mechanics liens or claims by
reason of repairs, alterations or improvements which may be made by Tenant to
the demised premises. Any structural or exterior alteration may only be made by
Tenant with the prior written approval of Landlord, which approval may be
granted or withheld in Landlord's sole discretion. Inasmuch as any such
alterations, additions or other work in or to the demised premises may
constitute or create a hazard, inconvenience or annoyance to the public and
other tenants in the Shopping Center, Tenant shall, if so directed in writing by
Landlord, erect barricades, temporarily close the demised premises, or affected
portion thereof, to the public or take whatever measures are necessary to
protect the building containing the demised premises, the public and the other
tenants of the Shopping Center for the duration of such alterations, additions
or other work. If Landlord determines, in its sole judgment, that Tenant has
failed to take any of such necessary protective measures, Landlord may do so and
Tenant shall reimburse Landlord for the cost thereof within ten (10) days after
Landlord bills Tenant therefor.

      All such work shall be performed lien free by Tenant. In the event a
mechanic's lien is filed against the premises or the Shopping Center, Tenant
shall discharge or bond off same within ten (10) days from the filing thereof.
If Tenant fails to discharge said lien, Landlord may bond off or pay same

                                        6
<PAGE>

without inquiring into the validity or merits of such lien, and all sums so
advanced shall be paid on demand by Tenant as additional rent.

SECTION 9. UTILITIES

      The Tenant agrees to be responsible and pay for all public utility
services rendered or furnished to the demised premises during the term hereof,
including, but not limited to, heat, water, gas, electric, steam, telephone
service and sewer services, together with all taxes, levies or other charges on
such utility services when the same become due and payable. Landlord will use
its best efforts to separately meter utilities. Landlord shall provide, or cause
to be provided, all such utility services to the premises. Tenant shall be
responsible for all utility services and costs inside the premises. Should any
utility service not be separately metered, then Tenant shall be responsible for
its prorata share thereof as determined from time to time and billed by
Landlord. Landlord shall not be liable for the quality or quantity of or
interference involving such utilities unless due directly to Landlord's
negligence.

      During the term hereof or any renewal or extension period, whether the
demised premises are occupied or unoccupied, Tenant agrees to maintain heat
sufficient to heat the demised premises so as to avert any damage to the demised
premises on account of cold weather.

      Sprinkler systems, if any, located in Tenant's area shall be maintained in
accordance with National Fire Protection Association standards to ensure proper
operation. Sprinkler control valves (interior and exterior) located in Tenant's
area shall be monitored by supervisory alarm service. In the event fifty percent
(50%) or more of the total number of sprinkler heads require replacement at any
one time as part of ordinary maintenance, such cost shall be fifty percent (50%)
borne by Landlord and fifty percent (50%) borne by Tenant. Tenant shall replace
all sprinkler heads due to painting or environmental exposure from Tenant's
operations. All other cost of maintaining the sprinkler system in Tenant's area
shall be paid by the Tenant.

SECTION 10. GLASS

      The Tenant shall maintain the glass part of the demised premises, promptly
replacing any breakage and fully saving the Landlord harmless from any loss,
cost or damage resulting from such breakage or the replacement thereof.

SECTION 11. PERSONAL PROPERTY

      The Tenant further agrees that all personal property of every kind or
description that may at any time be in or on the demised premises shall be at
the Tenant's sole risk, or at the risk of those claiming

                                        7
<PAGE>

under the Tenant, and that the Landlord shall not be liable for any damage to
said property or loss suffered by the business or occupation of the Tenant
caused in any manner whatsoever.

SECTION 12. RIGHT TO MORTGAGE

      (a) Landlord reserves the right to subject and subordinate this Lease at
all times to the lien of any deed of trust, mortgage or mortgages now or
hereafter placed upon Landlord's interest in the demised premises; provided,
however, that no default by Landlord, under any deed of trust, mortgage or
mortgages, shall affect Tenant's rights under this Lease, so long as Tenant
performs the obligations imposed upon it hereunder and is not in default
hereunder, and Tenant attorns to the holder of such deed of trust or mortgage,
its assignee or the purchaser at any foreclosure sale. Any such subordination
shall be contingent upon Tenant receiving a commercially reasonable
non-disturbance agreement. Tenant shall execute any instrument presented to
Tenant for the purpose of effecting such subordination. If Tenant, within ten
(10) days after submission of such instrument, fails to execute same, Landlord
is hereby authorized to execute same as attorney-in- fact for Tenant. It is a
condition, however, to the subordination and lien provisions herein provided,
that Landlord shall procure from any such mortgagee an agreement in writing,
which shall be delivered to Tenant or contained in the aforesaid subordination
agreement, providing in substance that so long as Tenant shall faithfully
discharge the obligations on its part to be kept and performed under the terms
of this Lease and is not in default under the terms hereof, its tenancy will not
be disturbed nor this Lease affected by any default under such mortgage.

      (b) Wherever notice is required to be given to Landlord pursuant to the
terms of this Lease, Tenant will likewise give such notice to any mortgagee of
Landlord's interest in the demised premises upon notice of such mortgagee's name
and address from Landlord. Furthermore, such mortgagee shall have the same
rights to cure any default on the part of Landlord that Landlord would have had.

SECTION 13. SUBLEASE OR ASSIGNMENT

      (a) Tenant may not assign Tenant's interest in this Lease or sublet all or
any portion of the demised premises without the Landlord's prior written
consent, which consent shall not be unreasonably withheld or delayed. Tenant
shall nevertheless remain fully and primarily liable hereunder. Notwithstanding
anything in this Section 13 to the contrary, Tenant may, without the consent of
Landlord, (i) grant licenses and/or concessions within the demised premises or
(ii) assign or sublet all or any portion of the demised premises to (a) any
parent, affiliate or subsidiary corporation of Tenant, or (b) a transferee or
successor by merger, consolidation or acquisition of Tenant or its parent or
subsidiary. Any such assignee or sublessee shall be bound by the terms of this
Lease. Tenant shall deliver to

                                        8
<PAGE>

Landlord a copy of such assignment on a commercially reasonable form within
twenty (20) days after such assignment whereby the assignee or entity succeeding
to Tenant's interest hereunder agrees to be bound by the terms of this Lease.

      (b) If Tenant desires to assign its interest under this Lease or to sublet
all of the demised premises to a non-affiliated third party that intends to use
the demised premises for a use not related to the sale of footwear, Tenant shall
deliver to Landlord written notice (an "Assignment Notice") that Tenant intends
to solicit offers for such an assignment or subletting. Within sixty (60) days
after Landlord's receipt of an Assignment Notice, Landlord may terminate this
Lease by written notice to Tenant (a "Takeback Notice"). During such sixty (60)
day period (the "Landlord's Recapture Period"), Tenant shall not assign this
Lease to any prospective assignee or sublet the demised premises to any
prospective sublessee. If Landlord exercises its option to terminate this Lease
pursuant to this Section, then this Lease shall end and expire on the date which
is sixty (60) days after Tenant's receipt of the Takeback Notice as fully and
completely as if such early termination date were the original expiration date
of the term of this Lease, and all Rent shall be apportioned as of such early
termination date. If Tenant shall not have received a Takeback Notice within the
Landlord's Recapture Period, then Landlord shall be deemed to have waived its
recapture right pursuant to this Section 13, and Tenant shall be entitled,
without any further right of Landlord to recapture (but subject to all the terms
of this Lease) the demised premises, to assign this Lease or sublet all of the
demised premises during the one (1) year period (the "Tenant's Transfer Period")
following the expiration of Landlord's Recapture Period. Notwithstanding the
foregoing, in the event that Tenant does not assign its interest in this Lease
or sublet all of the demised premises during the Tenant's Transfer Period,
Tenant shall, prior to any assigning or subletting requiring an Assignment
Notice, comply with the terms of this Section 13. Additionally, Landlord's right
to recapture shall be immediately reinstated if Tenant fails to continuously
operate during such one (1) year period.

SECTION 14. COMMON AREAS

      Common areas means all areas and facilities in the Shopping Center
provided and so designated by Landlord and made available by Landlord in the
exercise of good business judgement for the common use and benefit of tenants of
the Shopping Center and their customers, employees and invitees. Common areas
shall include (to the extent the same are constructed), but not be limited to,
the parking areas, sidewalks, landscaped areas, corridors, stairways, boundary
walls and fences, incinerators, truckways, service roads, and service areas not
reserved for the exclusive use of Tenant or other tenants.

                                        9
<PAGE>

SECTION 15. OPERATION OF COMMON AREAS

      (a) Landlord shall, throughout the term hereof, operate and maintain the
common areas including the parking areas for the use and benefit of the tenants
of the Shopping Center and their customers and invitees. Landlord shall at all
times have exclusive control of the common areas and may at any time and from
time to time: (i) promulgate, modify and amend reasonable rules and regulations
for the use of the common areas, which rules and regulations shall be binding
upon the Tenant upon delivery of a copy thereof to the Tenant; (ii) temporarily
close any part of the common areas, including but not limited to closing the
streets, sidewalks, road or other facilities to the extent necessary to prevent
a dedication thereof or the accrual of rights of any person or of the public
therein; (iii) exclude and restrain anyone from the use or occupancy of the
common areas or any part thereof except bona fide customers and suppliers of the
tenants of the Shopping Center who use said areas in accordance with the rules
and regulations established by Landlord; (iv) engage others to operate and
maintain all or any part of the common areas, on such terms and conditions as
Landlord shall, in its sole judgment, deem reasonable and proper; and (v) make
such changes in the common areas as in its opinion are in the best interest of
the Shopping Center, including but not limited to changing the location of
walkways, service areas, driveways, entrances, existing automobile parking
spaces and other facilities, changing the direction and flow of traffic and
establishing prohibited areas; provided, however, that no such change shall
materially adversely effect access to, visibility of or parking for the demised
premises.

      (b) Tenant shall keep all common areas free of obstructions created or
permitted by Tenant. Tenant shall permit the use of the common areas only for
normal parking and ingress and egress by its customers and suppliers to and from
the demised premises. If in Landlord's opinion unauthorized persons are using
any of the common areas by reason of Tenant's occupancy of the demised premises.
Landlord shall have the right at any time to remove any such unauthorized
persons from said areas or to restrain unauthorized persons from said areas.
Landlord, Tenant, and others constructing improvements or making repairs or
alterations in the Shopping Center shall have the right to make reasonable use
of portions of the common areas.

SECTION 16. COMMON AREA MAINTENANCE, TENANT'S SHARE

      (a) Tenant shall initially pay to Landlord as additional rental,
simultaneously with payment of minimum rental called for under Section 5, One
and 27/100 Dollars ($1.27) per square foot, payable in equal monthly
installments of Three Thousand Eight Hundred Seventy and 85/100 ($3,870.85), as
its estimated monthly prorata share of the "maintenance cost" for the operation
and maintenance of the

                                       10
<PAGE>

common areas. Notwithstanding anything in this Section 16 to the contrary,
Tenant's proportionate share of maintenance costs shall not increase by more
than five percent (5%) in any lease year over Tenant's proportionate share of
maintenance costs for the previous lease year or partial lease year, as
applicable (provided that in the case of a partial lease year, such five percent
(5%) cap shall be prorated accordingly). Snow removal shall be excluded from
such five percent (5%) cap. Tenant's proportionate share of maintenance costs
shall not exceed One and 27/100 Dollars ($1.27) per square foot in the first
full lease year.

      (b) The maintenance costs for the common areas shall be computed on an
accrual basis, under generally accepted accounting principles, and shall include
all costs of operating, maintaining, repairing and replacing the common areas,
including by way of example but not limitation: (i) cost of labor (including
workmen's compensation insurance, employee benefits and payroll taxes); (ii)
materials, and supplies used or consumed in the maintenance or operation of the
common area; (iii) the cost of operating and repairing of the lighting; (iv)
cleaning, painting, removing of rubbish or debris, snow and ice, private
security services, and inspecting the common areas; (v) the cost of repairing
and/or replacing paving, curbs, walkways, markings, directional or other signs;
landscaping, and drainage and lighting facilities; (vi) rental paid for
maintenance of machinery and equipment; (vii) cost of insurance for public
liability and property insurance for property in the common areas which are not
part of the building; and (viii) a reasonable allowance to Landlord for
Landlord's supervision, which allowance shall not in an accounting year exceed
fifteen percent (15%) of the total of all maintenance costs for such accounting
year, maintenance costs shall not include depreciation or any costs properly
chargeable to a capital account under generally accepted accounting principles.

      (c) Landlord shall maintain accurate and detailed records of all
maintenance costs for the common areas in accordance with generally accepted
accounting principles. Tenant's proportionate share of the maintenance costs of
the common areas shall be a fraction, the numerator of which shall be the floor
area of the premises and the denominator of which shall be the gross leasable
area (in square feet) of all leasable space in the Shopping Center.

      (d) Tenant's proportionate share of all maintenance costs shall be
computed by Landlord within ninety (90) days after the end of each accounting
year (which Landlord may change from time to time). At this time Landlord shall
furnish to Tenant a statement showing in reasonable detail the actual
maintenance costs incurred during such accounting year and Tenant's
proportionate share thereof (prorated for any partial Lease year, with
appropriate adjustments to reflect any change in the floor area

                                       11
<PAGE>

of the premises or the gross leasable area of a building occurring during such
accounting year). To the extent Tenant's share of such costs differs from the
sum paid by Tenant in respect to such year, the difference shall be billed to
and paid by Tenant within thirty (30) days after Tenant's receipt of said bill.
Tenant's estimated monthly maintenance cost thereafter may be adjusted by
written notice from Landlord.

      (e) If Tenant, for any reason in the exercise of good business judgment,
questions or disputes any statement of maintenance costs prepared by Landlord,
then Tenant, at its own expense, may employ such accountants as Tenant may
select to review Landlord's books and records solely with respect to maintenance
costs during the prior two Lease years and to determine the amount of
maintenance costs for the period or periods covered by such statements. If the
report of the accountants employed by Tenant shall show any overcharge paid by
Tenant, then Tenant shall receive a credit from Landlord for such difference.
Any underpayment shall be paid by Tenant. In the event that Landlord questions
or disputes the correctness of such report, the accountants employed by Tenant
and the accountants employed by Landlord shall endeavor to reconcile the
question(s) or dispute(s) within thirty (30) days after the notice from Tenant
questioning or disputing the report of Landlord's accountants. In the event that
it is finally determined by the parties that Landlord has overstated maintenance
costs for any Lease year by three percent (3%) or more, Landlord shall pay the
reasonable cost of the audit. Furthermore, if Landlord's maintenance costs
cannot be verified due to the insufficiency or inadequacy of Landlord's records,
then Landlord shall pay the cost of the audit.

SECTION 17. EMINENT DOMAIN

      (a) In the event the entire premises or any part thereof shall be taken or
condemned either permanently or temporarily for any public or quasi-public use
or purpose by any competent authority in appropriation proceedings or by any
right of eminent domain, the entire compensation or award therefore, including
leasehold, reversion and fee, shall belong to the Landlord and Tenant hereby
assigns to Landlord all of Tenant's right, title and interest in and to such
award.

      (b) In the event that only a portion of the demised premises, not
exceeding twenty percent (20%) of same, shall be so taken or condemned, and the
portion of the demised premises not taken can be repaired within ninety (90)
days from the date of which possession is taken for the public use so as to be
commercially fit for the operation of Tenant's business, the Landlord at its own
expense shall so repair the portion of the demised premises not taken and there
shall be an equitable abatement of rent for the remainder of the term and/or
extended terms. If the portion of the demised premises not taken cannot be

                                       12
<PAGE>

repaired within ninety (90) days from the date of which possession is taken so
as to be commercially fit for the operation of Tenant's business, then this
Lease shall terminate and become null and void from the time possession of the
portion taken is required for public use, and from that date on the parties
hereto shall be released from all further obligations hereunder except as herein
stated. No other taking, appropriation or condemnation shall cause this Lease to
be terminated. Any such appropriation or condemnation proceedings shall not
operate as or be deemed an eviction of Tenant or a breach of Landlord's covenant
of quiet enjoyment.

      (c) In the event that more than 20% of the demised premises shall at any
time be taken by public or quasi-public use or condemned under eminent domain,
then at the option of the Landlord or Tenant upon the giving of thirty (30) days
written notice (after such taking or condemnation), this Lease shall terminate
and expire as of the date of such taking and any prepaid rental shall be
prorated as of the effective date of such termination.

SECTION 18. TENANT'S TAXES

      Tenant further covenants and agrees to pay promptly when due all taxes
assessed against Tenant's fixtures, furnishings, equipment and stock-in trade
placed in or on the demised premises during the term of this Lease.

SECTION 19. RISK OF GOODS

      All personal property, goods, machinery, and merchandise in said demised
premises shall be at Tenant's risk if damaged by water, fire, explosion, wind or
accident of any kind, and Landlord shall have no responsibility therefor or
liability for any of the foregoing and Tenant hereby releases Landlord from such
liability.

SECTION 20. USE AND OCCUPANCY

      (a) The demised premises during the term of this Lease shall initially be
occupied for the operating and conducting therein of a DSW Shoe Warehouse retail
shoe store and thereafter any other lawful retail purpose not violating those
exclusives set forth on Exhibit "D" attached hereto and made a part hereof,
which are the exclusives in effect for the Shopping Center as of the date
hereof, for so long as and to the extent said exclusives are still in full force
and effect, as well as exclusives hereafter granted for primary uses of tenants
leasing more than 20,000 square feet of space elsewhere within the Shopping
Center. Tenant shall conduct its business during all normal Shopping Center
business hours during the first lease year.

                                       13
<PAGE>

      (b) For so long as Tenant is continuously and regularly operating its
business in the demised premises, Landlord will not lease any space within the
Shopping Center or permit any space within the Shopping Center to be used by any
person, persons, partnership or entity who devotes five percent (5%) or more of
its selling area to the sale of footwear.

      (c) Tenant shall at all times conduct its operations on the demised
premises in a lawful manner and shall, at Tenant's expense, comply with all
laws, rules, orders, ordinances, directions, regulations, and requirements of
all governmental authorities, now in force or which may hereafter be in force,
which shall impose any duty upon Landlord or Tenant with respect to the business
of Tenant and the use, occupancy or alteration of the demised premises. Tenant
shall comply with all requirements of the Americans with Disabilities Act, and
shall be solely responsible for all alterations within the demised premises in
connection therewith. Tenant covenants and agrees that the demised premises
shall not be abandoned and that only minor portions of the demised premises
shall be used for office or storage space in connection with Tenant's business
conducted in the demised premises. Without being in default of this Lease,
Tenant shall have the right to cease operating (go dark) at any time and for
whatever reason after the first (1st) lease year. Notwithstanding the foregoing,
Tenant's right to vacate (go dark), shall not release or excuse the Tenant from
any obligations or liabilities, including the payment of Rent and other charges,
under this Lease without the express written consent of Landlord. In the event
Tenant fails to operate for one hundred twenty (120) or more consecutive days,
Landlord shall have the right, effective upon thirty (30) days prior written
notice to Tenant, to terminate the Lease as Landlord's sole remedy, provided
that if Tenant recommences operating fully stocked in substantially all of the
premises within such thirty (30) days, Landlord's termination shall be null and
void. In the event Tenant shall cease operating after the first lease year,
Landlord's sole remedy on account thereof shall be limited to the right to elect
to recapture the premises and terminate the Lease and to recover from Tenant the
unamortized portion of the costs incurred by Landlord in performing Landlord's
Work. Upon payment thereof by Tenant, there shall be no further liability of the
parties hereunder. Such termination shall be effective upon written notice to
Tenant any time prior to Tenant reopening for business in the premises.
Provided, however, in the event Landlord has not so elected to recapture, Tenant
shall have right to notify Landlord of Tenant's intention to reopen for business
in the premises within sixty (60) days, followed by Tenant's actually reopening
for business fully stocked in substantially all of the premises within such
sixty (60) day period, which notice and actual reopening shall toll Landlord's
right to recapture.

                                       14
<PAGE>

      (d) Landlord and Tenant agree that no space in the Shopping Center,
including demised premises, shall be used for any immoral uses or undesirable
uses. For purposes hereof, undesirable uses are hereby defined as a bowling
alley, deep discount retailer, theater showing either film, television or the
like or live entertainment, health club, bar/restaurant, games/amusement room,
indoor playground, adult bookstore or flea market. Additionally, Landlord agrees
that no bar or restaurant shall be located within two hundred (200) feet of the
demised premises.

SECTION 21. NUISANCES

      Tenant shall not perform any acts or carry on any practice which may
injure the demised premises or be a nuisance or menace to other tenants in the
Shopping Center.

SECTION 22. WASTE AND REFUSE REMOVAL

      Tenant covenants that it will use, maintain and occupy said demised
premises in a careful, safe, lawful and proper manner and will not commit waste
therein. Landlord or its agent shall have access at all reasonable times to the
demised premises for purposes of inspecting and examining the condition and
maintenance of the demised premises. Tenant agrees to remove all refuse from the
demised premises in a timely, clean and sanitary manner. Tenant shall provide a
refuse collection container at the rear of the demised premises to accommodate
Tenant's refuse and Tenant shall routinely clean up around trash containers.
Tenant shall contract with a licensed/insured refuse collection contractor to
timely remove refuse therefrom and the location of the container shall be
approved by Landlord.

SECTION 23. FIRE AND CASUALTY

      (a) Landlord shall at all times during the term of this Lease carry fire,
casualty, and extended coverage insurance on the building, including the
structural components (foundations, floors, walls, windows, structural supports,
roof, HVAC, electrical systems, and plumbing) thereof. Landlord shall be under
no obligation to maintain insurance on any improvements installed by or for the
benefit of Tenant's use of the premises. Landlord may elect to self-insure its
obligations hereunder and/or use whatever deductibles as Landlord deems
appropriate, in its sole discretion.

      (b) If the demised premises shall be damaged, destroyed, or rendered
untenantable, in whole or in part, by or as the result or consequence of fire or
other casualty during the term hereof, Landlord shall repair and restore the
same to a good tenantable condition with reasonable dispatch. During such period
of repair, the rent herein provided for in this Lease shall abate (i) entirely
in case all of the demised premises are untenantable; and (ii) proportionately
if only a portion of the demised premises is untenantable and Tenant is able to
economically conduct its business from the undamaged portion of the

                                       15
<PAGE>

demised premises. The abatement shall be based upon a fraction, the numerator of
which shall be the square footage of the damaged and unusable area of the
demised premises and the denominator shall be the total square footage of the
demised premises. Said abatement shall cease at such time as the demised
premises shall be restored to a tenantable condition.

      (c) In the event the demised premises, because of such damage or
destruction, are not repaired and restored to a tenantable condition with
reasonable dispatch within one hundred fifty (150) days from the date of receipt
of insurance proceeds for such damage or destruction, Tenant or Landlord may, at
their option, terminate this Lease within sixty (60) days following such one
hundred fifty (150) day period but prior to the repair and restoration of same
by giving prior written notice to the other party and thereupon Landlord and
Tenant shall be released from all future liability and obligations under this
Lease.

      (d) If one-third (1/3) or more of the ground floor area of the demised
premises are damaged or destroyed during the last two (2) years of the original
or any extended term of this Lease, Landlord shall have the right to terminate
this Lease by written notice to Tenant within sixty (60) days following such
damage or destruction, unless Tenant shall, within thirty (30) days following
receipt of such notice, offer to extend the term of this Lease for an additional
period of five (5) years from the date such damage or destruction is repaired
and restored. If Tenant makes said offer to extend, Landlord and Tenant shall
determine the terms and conditions of said extension within thirty (30) days
thereafter or Tenant's offer shall not be deemed to prevent Landlord from
canceling this Lease. If such terms and conditions have been mutually agreed to
by the parties, then Landlord shall accept Tenant's offer and shall repair and
restore the demised premises with reasonable dispatch thereafter.

      (e) If Landlord is required or elects to repair and restore the demised
premises as herein provided, Tenant shall repair or replace its stock in trade,
trade fixtures, furniture, furnishings and equipment and other improvements
including floor coverings, and if Tenant has closed, Tenant shall promptly
reopen for business.

SECTION 24. LANDLORD REPAIRS

      (a) Landlord shall keep in good order, condition, and repair the
following: (i) structural portions of the demised premises; (ii) downspouts;
(iii) gutters; (iv) the roof of the Building of which the demised premises forms
a part; and (v) the plumbing and sewage system serving the demised premises but
located outside of the demised premises, except (as to all items) for damage
caused by any negligent act or omission of Tenant or its customers, employees,
agents, invitees, licensees or contractors, which shall

                                       16
<PAGE>

be repaired or replaced as necessary, at the sole cost and expense of Tenant.
"Structural portions" shall mean only the following: (i) foundations; (ii)
exterior walls except for interior faces); (iii) concrete slabs; (iv) the beams
and columns bearing the main load of the roof; and (v) the floors (but not floor
coverings). Landlord shall also replace the HVAC system as necessary so long as
Tenant has properly repaired and maintained same in accordance with all
manufacturer's specifications provided to Tenant and in accordance with good
business practice.

      (b) Notwithstanding the provisions of Paragraph (a) above, Landlord shall
not be obligated to repair the following: (i) the exterior or interior of any
doors, windows, plate glass, or showcases surrounding the demised premises or
the store front; (ii) heating, ventilating or air-conditioning equipment in the
demised premises; and (iii) damage to Tenant's improvements or personal property
caused by any casualty, burglary, break-in, vandalism, war or act of God.
Landlord shall, in any event, have ten (10) days after notice from Tenant
stating the need for repairs to complete same, or commence and proceed with due
diligence to complete same. Tenant expressly hereby waives the provisions of any
law permitting repairs by a tenant at Landlord's expense.

      (c) The provisions of this Section 24 shall not apply in the case of
damage or destruction by fire or other casualty or a taking under the power of
eminent domain in which events the obligations of Landlord shall be controlled
by Section 23 and Section 17 respectively.

SECTION 25. TENANT'S REPAIRS

      (a) Tenant shall keep and maintain, at Tenant's expense, all and every
other part of the demised premises in good order, condition and repair,
including, by way of example but not limitation: (i) all leasehold improvements;
(ii) all heating, ventilating, and air conditioning; (iii) interior plumbing and
sewage facilities; (iv) all interior lighting; (v) electric signs; (vi) all
interior walls; (vii) floor coverings; (viii) ceilings; (ix) appliances and
equipment; (x) all doors, exterior entrances, windows and window moldings; (xi)
plate glass; (xii) signs and showcases surrounding and within the demised
premises; (xiii) the store front; (xiv) sprinkler systems including supervisory
alarm service in accordance with current local and state fire protection
standards. All of the foregoing shall be in good working order and condition
upon delivery. In the event local or state codes do not require alarm systems,
Tenant shall provide alarm service on all sprinkler systems to detect water flow
and tampering with exterior and interior main control valves of the sprinkler
system servicing Tenant's premises. Moreover, it shall be Tenant's
responsibility to contact the Commercial Property Manager at 1798 Frebis Avenue,
Columbus, Ohio 43206-3764, (614) 445-8461, in the event the sprinkler system in
the demised premises is ever shut

                                       17

<PAGE>

off for any reason, and advise same of any damage occasioned or caused by the
actions of Tenant, its agents, invitees, or employees, and/or as a result of
Tenant's repair obligations hereunder.

      (b) If Landlord deems any repair which Tenant is required to make
hereunder to be necessary, Landlord may demand that Tenant make such repair
immediately. If Tenant refuses or neglects to make such repair and to complete
the same with reasonable dispatch, Landlord may make such repair and Tenant
shall, on demand, immediately pay to Landlord the cost of said repair, together
with interest at ten percent (10%) per annum. Landlord shall not be liable to
Tenant for any loss or damage that may accrue to Tenant's stock or business by
reason of such work or its results.

      (c) Neither Tenant nor any of its contractors are permitted access to or
permitted to perform alterations of any kind to the roof of the building.

      (d) Tenant shall pay promptly when due the entire cost of work in the
demised premises undertaken by Tenant so that the demised premises and the
Shopping Center shall at all times be free of liens for labor and materials
arising from such work; to procure all necessary permits before undertaking such
work; to do all of such work in a good and workmanlike manner, employing
materials of good quality; to perform such work only with contractors previously
reasonably approved of in writing by Landlord; to comply with all governmental
requirements; and to save the Landlord and its agents, officers, employees,
contractors and invitees harmless and indemnified from all liability, injury,
loss, cost, damage and/or expense (including reasonable attorneys' fees and
expenses) in respect of any injury to, or death of, any person, and/or damage
to, or loss or destruction of, any property occasioned by or growing out of such
work.

SECTION 26. COVENANT OF TITLE AND PEACEFUL POSSESSION

      Subject to the provisions of Paragraph 12 hereof, Landlord shall, on or
before the date on which Tenant is permitted to install its merchandise and
fixtures in the demised premises, have good and marketable title to the demised
premises in fee simple and the right to make this Lease for the term aforesaid.
At such time, Landlord shall put Tenant into complete and exclusive possession
of the demised premises, and if Tenant shall pay the rental and perform all the
covenants and provisions of this Lease to be performed by the Tenant, Tenant
shall, during the term hereby demised, freely, peaceably, and quietly enjoy and
occupy the full possession of the demised premises and the common facilities of
the Shopping Center, subject, however, to the terms and conditions of this
Lease.

                                       18

<PAGE>

SECTION 27. TENANT'S AND LANDLORD'S INSURANCE; INDEMNITY

      (a) Casualty Insurance. Tenant shall carry such insurance against loss of
its property in, on or about the demised premises by fire and such other risks
as are covered by all risk and extended coverage property insurance or other
hazards as Tenant deems necessary. Landlord shall not be liable for any damage
to Tenant's property in, on or about the demised premises caused by fire or
other insurable hazards regardless of the nature or cause of such fire or other
casualty, and regardless of whether any negligence of Landlord or Landlord's
employees or agents contributed thereto. Tenant expressly releases Landlord of
and from all liability for any such damage. Tenant agrees that its insurance
policy or policies shall include a waiver of subrogation recognizing this
release from liability.

      (b) Public Liability Insurance. Tenant agrees to procure and maintain
during the demised term a policy or policies of liability insurance, with
product and/or completed operations liability and blanket contractual coverage,
written by a responsible insurance company or companies (which may be written to
include the demised premises in conjunction with other premises owned or
operated by Tenant) insuring Tenant against any and all losses, claims, demands
or actions for injury to or death of any one or more persons and for damage to
property in any one occurrence in the demised premises to the limit of not less
than $1,000,000.00 and $2,000,000.00 general aggregate policy limit arising
from Tenant's conduct and operation of its business in the demised premises,
$500,000.00 limit for fire and legal liability, and $1,000,000.00 limit for
products and/or completed operations. Tenant shall furnish to Landlord
certificates evidencing the continuous existence of such insurance coverage,
which must also name Landlord as an additional insured. All insurance companies
must be licensed to do business in the state where the premises are located.
Certificates of insurance will be provided at the time this Lease is executed
and twenty (20) days prior to expiration of the policy. Certificates of
insurance are to specify notification to Landlord of cancellation or termination
of policy not less than ten (10) days prior to cancellation or termination.

      (c) Additional Insurance. Tenant agrees to provide a comprehensive boiler
and machinery policy on a repair or replacement cost basis with an admitted,
reputable insurance carrier covering property damage, business interruption and
extra expense as a result of a loss from boiler(s), pressure vessel(s), HVAC
equipment, or miscellaneous electrical apparatus within or servicing the demised
premises. The deductible for property damage shall not exceed Five Thousand
Dollars ($5,000.00) per occurrence. Business interruption deductible may not
exceed twenty-four (24) hours. The limits for loss shall be no less than the
replacement cost of the structure plus betterments and improvements thereon,

                                       19

<PAGE>

furniture, fixtures, equipment and inventory together with property of others in
the care, custody and control of Tenant. Business interruption limits shall be
for the actual loss sustained.

      (d) Miscellaneous Insurance. Tenant agrees to provide and keep in force at
all times worker's compensation insurance complying with the law of the state in
which the premises are located. Tenant agrees to defend, indemnify and hold
harmless Landlord from all actions or claims of Tenant's employees or employee's
family members. Tenant agrees to provide a certificate as evidence of proof of
worker's compensation coverage.

      With respect to any alterations or improvements by Tenant, Tenant shall
maintain contingent liability and builder's risk coverage naming Landlord as an
additional named insured. If Tenant hires contractors to do any improvements on
the premises, each contractor must provide proof of worker's compensation
coverage on its employees and agents to Landlord.

      (e) During the term of this Lease, Landlord shall, at its cost and
expense, provide and maintain or cause to be provided and maintained with
respect to the premises, insurance on the common areas, the Tenant's store
building and all other improvements in the Shopping Center in which the premises
are situated. The Landlord covenants and agrees that said insurance shall
include protection against all the hazards covered by fire and extended coverage
form of insurance policy and shall be in amounts which, in the event of damage
or destruction, will yield funds adequate to restore the said improvements to at
least the condition existing immediately prior to any such damage or
destruction. Neither Tenant nor any of its affiliates or subtenants shall be
liable for any loss or damage, regardless of cause, resulting from fire, flood,
act of God or other casualty. Landlord shall also obtain general comprehensive
liability insurance for coverage and limits at least equal to that set forth in
Section 27(b) for all portions of the Shopping Center (other than the premises
or those areas insured by other tenants), including the common areas, naming
Tenant as additional insured for any and all claims for damages to persons or
property or loss of life or property occurring upon, in or about the common
areas and the remainder of the Shopping Center. Landlord may use commercially
reasonable deductibles Landlord customarily carries in the conduct of its
business; however, Landlord shall be responsible for all liabilities not covered
by deductibles or self-insured retention levels.

      (f) Indemnity. Tenant shall indemnify Landlord, Landlord's agents,
employees, officers or directors, against all damages, claims and liabilities
arising from any alleged products liability or from any accident or injury
whatsoever caused to any person, firm or corporation during the demised term in
the demised premises, unless such claim arises from a breach or default in the
performance by Landlord.

                                       20

<PAGE>

of any covenant or agreement on its part to be performed under this Lease or the
negligence of Landlord. The indemnification herein provided shall include all
reasonable costs, counsel fees, expenses and liabilities incurred in connection
with any such claim or any action or proceeding brought thereon.

      (g) Landlord shall indemnify Tenant, Tenant's officers, directors,
employees and agents against all damages, claims and liabilities arising from
any accident or injury whatsoever caused to any person, firm or corporation
during the demised term in the common areas of the Shopping Center, unless such
claim arises from a breach or default in the performance by Tenant of any
covenant or agreement on Tenant's part to perform under this Lease or the
negligence of Tenant. The indemnification herein provided shall include all
reasonable costs, counsel fees, expenses and liabilities incurred in connection
with any such claim or any action or proceeding brought thereon.

SECTION 28. REAL ESTATE TAXES

      Tenant shall pay Tenant's Proportionate Share (as hereinafter defined) of
any real estate taxes imposed upon the Shopping Center for each lease year
included within the period commencing with the Commencement Date and ending with
the expiration of the term of this Lease. For each lease year, "Tenant's
Proportionate Share" of the real estate taxes upon the Shopping Center
(including the Common Areas) shall be the product of such taxes multiplied by a
fraction, the numerator of which shall be the ground floor area (expressed in
square feet) of the demised premises and the denominator of which shall be the
gross leasable floor area (expressed in square feet) of the Shopping Center.
Tenant's Proportionate Share of real estate taxes is initially estimated by
Landlord at One and 07/100 Dollars ($1.07) per square foot per annum.

      For the purpose of this Lease, the term "real estate taxes" shall include
any special and general assessments, water and sewer rents and other
governmental impositions imposed upon or against the Shopping Center of every
kind and nature whatsoever, extraordinary as well as ordinary, foreseen and
unforeseen and each and every installment thereof, which shall or may during the
lease term be levied, assessed or imposed upon or against such Shopping Center
and of all expenses, including reasonable attorneys' fees, administrative
hearing and court costs incurred in contesting or negotiating the amount,
assessment or rate of any such real estate taxes, minus any refund received by
Landlord.

      Notwithstanding any provision of this Lease to the contrary, Tenant shall
not be obligated to pay for any assessment for special improvements heretofore
installed or in the process of installation in connection with the initial
development of the Shopping Center, and Landlord hereby agrees to pay for the
same.

                                       21

<PAGE>

      The real estate taxes for any lease year shall be the real estate taxes
for the tax year terminating during said lease year. If any lease year shall be
greater than or less than twelve (12) months, or if the real estate tax year
shall be changed, an appropriate adjustment shall be made. If there shall be
more than one taxing authority, the real estate taxes for any period shall be
the sum of the real estate taxes for said period attributable to each, taxing
authority. If, upon the assessment day for real estate taxes for any tax year
fully or partly included within the term of this Lease, a portion of such
assessment shall be attributable to buildings in the process of construction, a
fair and reasonable adjustment shall be made to carry out the intent of this
section.

      Landlord shall submit to Tenant true copies of the real estate tax bill
for each tax year or portion of a tax year included within the term of this
Lease and shall bill Tenant for the amount to be paid by Tenant hereunder. Said
bill shall be accompanied by a computation of the amount payable by Tenant and
such amount shall be paid by Tenant within thirty (30) days after receipt of
said bill.

      Should the State of Virginia or any political subdivision thereof or any
governmental authority having jurisdiction thereof, impose a tax and/or
assessment (other than an income or franchise tax) upon or against the rentals
payable hereunder, in lieu of or in addition to assessments levied or assessed
against the demised premises, or Shopping Center, then such tax and/or
assessment shall be deemed to constitute a tax on real estate for the purpose of
this section.

SECTION 29. TENANT'S INSURANCE CONTRIBUTION

      Tenant shall pay as additional rent, Tenant's Proportionate Share (as
defined in Section 28 above) of the premiums for the insurance maintained by
Landlord on all buildings and improvements, as well as liability insurance, for
the Shopping Center, including the common areas, for each lease year during the
term of this Lease. The premiums for the first and last lease years shall be
prorated. Tenant shall pay Tenant's Proportionate Share of such premiums
annually upon demand for such payment by Landlord, which is initially estimated
by Landlord at Zero and 07/100 ($0.07) per square foot per annum. Tenant's
Proportionate Share thereof shall be paid by Tenant within thirty (30) days
after Landlord's demand therefor.

SECTION 30. FIXTURES

      Provided that Tenant shall repair any damage caused by removal of its
property and provided that the Tenant is not in default under this Lease, Tenant
shall have the right to remove from the demised premises all of its signs,
shelving, electrical, and other fixtures and equipment, window reflectors and

                                       22

<PAGE>

backgrounds and any and all other trade fixtures which it has installed in and
upon the demised premises.

SECTION 31. SURRENDER

      The Tenant covenants and agrees to deliver up and surrender to the
Landlord the physical possession of the demised premises upon the expiration of
this Lease or its termination as herein provided in as good condition and repair
as the same shall be at the commencement of the original term, loss by fire
and/or ordinary wear and tear excepted, and to deliver all of the keys to
Landlord or Landlord's agents.

SECTION 32. HOLDING OVER

      There shall be no privilege of renewal hereunder (except as specifically
set forth in this Lease) and any holding over after the expiration by the Tenant
shall be from day to day on the same terms and conditions (with the exception of
rental which shall be prorated on a daily basis at twice the daily rental rate
of the most recent expired term) at Landlord's option; and no acceptance of rent
by or act or statement whatsoever on the part of the Landlord or his duly
authorized agent in the absence of a written contract signed by Landlord shall
be construed as an extension of the term or as a consent for any further
occupancy.

SECTION 33. NOTICE

      Whenever under this Lease provisions are made for notice of any kind to
Landlord, it shall be deemed sufficient notice and sufficient service thereof if
such notice to Landlord is in writing, addressed to Landlord at 1798 Frebis
Avenue, Columbus, Ohio 43206-3764, or at such address as Landlord may notify
Tenant in writing, and deposited in the United States mailed by registered or
certified mail, return receipt requested, with postage prepaid or Federal
Express, Express Mail or such other expedited mail service as normally results
in overnight delivery, with a copy of same sent in like manner to Vice
President, Real Estate, 1800 Moler Road, Columbus, Ohio 43207. Notice to Tenant
shall be sent in like manner to 1675 Watkins Road, Columbus, Ohio 43207. All
notices may be effective upon receipt or refusal of receipt. Either party may
change the place for service of notice by notice to the other party.

SECTION 34. DEFAULT

      (a) Elements of Default: The occurrence of any one or more of the
following events shall constitute a default of this Lease by Tenant:

                                       23

<PAGE>

      1. Tenant fails to pay any monthly installment of minimum rent and/or
additional rent within ten (10) days after the same shall be due and payable
and, for the first two (2) times in any twelve (12) month period, within five
(5) days after receipt of written notice thereof;

      2. Tenant fails to perform or observe any term, condition, covenant or
obligation required to be performed or observed by it under this Lease for a
period of twenty (20) days after notice thereof from Landlord; provided,
however, that if the term, condition, covenant or obligation to be performed by
Tenant is of such nature that the same cannot reasonably be cured within twenty
(20) days and if Tenant commences such performance or cure within said twenty
(20) day period and thereafter diligently undertakes to complete the same, then
such failure shall not be a default hereunder if it is cured within a reasonable
time following Landlord's notice, but in no event later than forty-five (45)
days after Landlord's notice.

      3. If Tenant refuses to take possession of the demised premises at the
delivery of possession date.

      4. A trustee or receiver is appointed to take possession of substantially
all of Tenant's assets in, on or about the demised premises or of Tenant's
interest in this Lease (and Tenant or any guarantor of Tenant's obligations
under this Lease does not regain possession within sixty (60) days after such
appointment); Tenant makes an assignment for the benefit of creditors; or
substantially all of Tenant's assets in, on or about the demised premises or
Tenant's interest in this Lease are attached or levied upon under execution (and
Tenant does not discharge the same within sixty (60) days thereafter).

      5. A petition in bankruptcy, insolvency, or for reorganization or
arrangement is filed by or against Tenant or any guarantor of Tenant's
obligations under this Lease pursuant to any Federal or state statute, and, with
respect to any such petition filed against it, Tenant or such guarantor fails to
secure a stay or discharge thereof within sixty (60) days after the filing of
the same.

      (b) Landlord's Remedies: Upon the occurrence of any event of default,
Landlord shall have the following rights and remedies, any one or more of which
may be exercised without further notice to or demand upon Tenant:

      1. Landlord may re-enter the demised premises and cure any default of
Tenant, in which event Tenant shall reimburse Landlord for any cost and expenses
which Landlord may incur to cure such default; and Landlord shall not be liable
to Tenant for any loss or damage which Tenant may sustain by reason of
Landlord's action.

                                       24

<PAGE>

      2. Landlord may terminate this Lease or Tenant's right to possession under
this Lease as of the date of such default, in which event: (a) neither Tenant
nor any person claiming under or through Tenant shall thereafter be entitled to
possession of the demised premises, and Tenant shall immediately thereafter
surrender the demised premises to Landlord; (b) Landlord may re-enter the
demised premises and dispose Tenant or any other occupants of the Premises by
force, summary proceedings, ejectment or otherwise, and may remove their
effects, without prejudice to any other remedy which Landlord may have for
possession or arrearages in rent; and (c) notwithstanding a termination of this
Lease, Landlord may re-let all or any part of the demised premises for a term
different from that which would otherwise have constituted the balance of the
term of this Lease and for rent and on terms and conditions different from those
contained herein, whereupon Tenant shall immediately be obligated to pay to
Landlord as liquidated damages the difference between the rent provided for
herein and that provided for in any lease covering a subsequent re-letting of
the demised premises, for the period which would otherwise have constituted the
balance of the term of this Lease, together with all of Landlord's costs and
expenses for preparing the demised premises for re-letting, including all
repairs, tenant finish improvements, broker's and attorney's fees, and all loss
or damage which Landlord may sustain by reason of such termination, re-entry and
re-letting, it being expressly understood and agreed that the liabilities and
remedies specified herein shall survive the termination of this Lease.
Notwithstanding a termination of this Lease by Landlord, Tenant shall remain
liable for payment of all rentals and other charges and costs imposed on Tenant
herein, in the amounts, at the times and upon the conditions as herein provided.
Landlord shall credit against such liability of the Tenant all amounts received
by Landlord from such re-letting after first reimbursing itself for all
reasonable costs incurred in curing Tenant's defaults and re-entering, preparing
and refinishing the demised premises for re-letting, and re-letting the demised
premises.

      3. Upon termination of this Lease pursuant to Section 34(b)2, Landlord may
recover possession of the demised premises under and by virtue of the provisions
of the laws of the State of Virginia, or by such other proceedings, including
reentry and possession, as may be applicable.

      4. Any damage or loss of rent sustained by Landlord may be recovered by
Landlord, at Landlord's option, at the time of the reletting, or in separate
actions, from time to time, as said damage shall have been made more easily
ascertainable by successive relettings, or at Landlord's option in a single
proceeding deferred until the expiration of the term of this Lease (in which
event Tenant hereby agrees that the cause of action shall not be deemed to have
accrued until the date of expiration of said

                                       25

<PAGE>

term) or in a single proceeding prior to either the time of reletting or the
expiration of the term of this Lease.

      5. In the event of a breach by Tenant of any of the covenants or
provisions hereof, Landlord shall have the right of injunction and the right to
invoke any remedy allowed at law or in equity as if reentry, summary
proceedings, and other remedies were not provided for herein. Mention in this
Lease of any particular remedy shall not preclude Landlord from any other
remedy, in law or in equity. Tenant hereby expressly waives any and all rights
of redemption granted by or under any present or future laws in the event of
Tenant being evicted or dispossessed for any cause, or in the event of Landlord
obtaining possession of the demised premises by reason of the violation by
Tenant of any of the covenants and conditions of this Lease or other use.

      (c) Additional Remedies and Waivers: The rights and remedies of Landlord
set forth herein shall be in addition to any other right and remedy now or
hereinafter provided by law and all such rights and remedies shall be
cumulative. No action or inaction by Landlord shall constitute a waiver of a
Default and no waiver of Default shall be effective unless it is in writing,
signed by the Landlord.

      (d) Default by Landlord. Any failure by Landlord to observe or perform any
provision, covenant or condition of this Lease to be observed or performed by
Landlord, if such failure continues for thirty (30) days after written notice
thereof from Tenant to Landlord, shall constitute a default by Landlord under
this Lease, provided, however, that if the nature of such default is such that
the same cannot reasonably be cured within a thirty (30) day period, Landlord
shall not be deemed to be in default if it shall commence such cure within such
thirty (30) day period and thereafter rectify and cure such default with due
diligence.

      (e) Tenant's Remedies. In the event of default by the Landlord, Tenant
shall have the option to cure said default. Landlord shall reimburse Tenant for
the reasonable costs incurred by Tenant in curing such default within thirty
(30) days after invoice thereof by Tenant, together with reasonable evidence
supporting such invoiced amount. Tenant shall also have any and all rights
available under the laws of the state in which the demised premises are
situated.

SECTION 35. WAIVER OF SUBROGATION

      Landlord and Tenant, and all parties claiming under each of them, mutually
release and discharge each other from all claims and liabilities arising from or
caused by any casualty or hazard covered or required hereunder to be covered in
whole or in part by insurance coverage required to be maintained by the terms of
this Lease on the demised premises or in connection with the Shopping Center or
activities

                                       26

<PAGE>

conducted with the demised premises, and waive any right of subrogation which
might otherwise exist in or accrue to any person on account thereof. All
policies of insurance required to be maintained by the parties hereunder shall
contain waiver of subrogation provisions so long as the same are available.

SECTION 36. LIABILITY OF LANDLORD; EXCULPATION

      (a) Except with respect to any damages resulting from the gross negligence
of Landlord, its agents, or employees, Landlord shall not be liable to Tenant,
its agents, employees, or customers for any damages, losses, compensation,
accidents, or claims whatsoever. The foregoing notwithstanding, it is expressly
understood and agreed that nothing in this Lease contained shall be construed as
creating any liability whatsoever against Landlord or any member, officer,
director, shareholder or partner (including successors and assigns) of Landlord
personally, and in particular without limiting the generality of the foregoing,
there shall be no personal liability to pay any indebtedness accruing hereunder
or to perform any covenant, either express or implied, herein contained, or to
keep, preserve or sequester any property of Landlord or any member, officer,
director, shareholder or partner (including successors and assigns) of Landlord,
and that all personal liability of Landlord or any member, officer, director,
shareholder or partner (including successors and assigns) of Landlord, to the
extent permitted by law, of every sort, if any, is hereby expressly waived by
Tenant, and by every person now or hereafter claiming any right or security
hereunder; and that so far as the parties hereto are concerned, the owner of any
indebtedness or liability accruing hereunder shall look solely to the demised
premises and the Shopping Center for the payment thereof.

      (b) If the Tenant obtains a money judgment against Landlord, any of its
officers, directors, shareholders, partners, members or their successors or
assigns under any provisions of or with respect to this Lease or on account of
any matter, condition or circumstance arising out of the relationship of the
parties under this Lease, Tenant's occupancy of the building or Landlord's
ownership of the Shopping Center, Tenant shall be entitled to have execution
upon any such final, unappealable judgment only upon Landlord's fee simple or
leasehold estate in the Shopping Center (whichever is applicable) and not out of
any other assets of Landlord, or any of its officers, directors, shareholders,
members or partners, or their successor or assigns; and Landlord shall be
entitled to have any such judgment so qualified as to constitute a lien only on
said fee simple or leasehold estate. Notwithstanding the above, Tenant shall
have the right to offset any final, unappealable judgement against twenty five
percent (25%) all rentals if not paid to Tenant by Landlord within thirty (30)
days thereafter.

                                       27

<PAGE>

      (c) It is expressly agreed that nothing in this Lease shall be construed
as creating any personal liability of any kind against the assets of any of the
officers, directors, members, partners or shareholders of Tenant, or their
successors and assigns (excluding fraud and/or negligence of any such individual
beyond the scope of such individual's employment by Tenant).

SECTION 37. RIGHTS CUMULATIVE

      Unless expressly provided to the contrary in this Lease, each and every
one of the rights, remedies and benefits provided by this Lease shall be
cumulative and shall not be exclusive of any other of such rights, remedies and
benefits or of any other rights, remedies and benefits allowed by law.

SECTION 38. MITIGATION OF DAMAGES

      Notwithstanding any of the terms and provisions herein contained to the
contrary, Landlord and Tenant shall each have the duty and obligation to
mitigate, in every reasonable manner, any and all damages that may or shall be
caused or suffered by virtue of defaults under or violation of any of the terms
and provisions of this Lease agreement committed by the other.

SECTION 39. SIGNS

      No signs, whether building, free-standing, pylon or other signs, shall be
placed within the Shopping Center except as such sign shall comply with sign
criteria established by Landlord and with the prior written consent of Landlord
(not to be unreasonably withheld) after sign drawings have been submitted to
Landlord by Tenant and in accordance with local law. Tenant may, however,
install its prototype signage on the exterior of the demised premises in
accordance with local code. Landlord represents that Tenant shall have exterior
building and representation on any existing and all future pylon signage. The
location of existing pylon signage is identified on Exhibit "A".

SECTION 40. ENTIRE AGREEMENT

      This Lease shall constitute the entire agreement of the parties hereto;
all prior agreements between the parties, whether written or oral, are merged
herein and shall be of no force and effect. This Lease cannot be changed,
modified, or discharged orally but only by an agreement in writing signed by the
party against whom enforcement of the change, modification or discharge is
sought.

SECTION 41. LANDLORD'S LIEN - DELETED BY INTENTION

SECTION 42. BINDING UPON SUCCESSORS

      The covenants, conditions, and agreements made and entered into by the
parties hereto shall be binding upon and inure to the benefit of their
respective heirs, representatives, successor and assigns.

SECTION 43. HAZARDOUS SUBSTANCES

                                       28

<PAGE>

      During the term of this Lease, Tenant shall not suffer, allow, permit or
cause the generation, accumulation, storage, possession, release or threat of
release of any hazardous substance or toxic material, as those terms are used in
the Comprehensive Environmental Response Compensation and Liability Act of 1980,
as amended, and any regulations promulgated thereunder, or any other present or
future federal, state or local laws, ordinances, rules, and regulations. Tenant
shall indemnify and hold Landlord harmless from any and all liabilities,
penalties, demands, actions, costs and expenses (including without limitation
reasonable attorney fees), remediation and response costs incurred or suffered
by Landlord directly or indirectly arising directly from Tenant's tenancy. Such
indemnification shall survive expiration or earlier termination of this Lease.
At the expiration or sooner termination hereof, Tenant shall return the demised
premises to Landlord in substantially the same condition as existed on the date
of commencement hereof free of any hazardous substances in, on or from the
demised premises. The Landlord hereby represents and warrants that: (i) it has
not used, generated, discharged, released or stored any hazardous substances on,
in or under the Shopping Center and has received no notice and has no knowledge
of the presence in, on or under the Shopping Center of any such hazardous
substances; (ii) to Landlord's knowledge there have never been any underground
storage tanks at the Shopping Center, whether owned by the Landlord or its
predecessors in interest; (iii) to Landlord's knowledge there have never been
accumulated tires, spent batteries, mining spoil, debris or other solid waste
(except for rubbish and containers for normal scheduled disposal in compliance
with all applicable laws) in, on or under the Shopping Center; (iv) to
Landlord's knowledge it has not spilled, discharged or leaked petroleum products
other than de minims quantities in connection with the operation of motor
vehicles on the Shopping Center; (v) to Landlord's knowledge there has been no
graining, filling or modification of wetlands (as defined by federal, state or
local law, regulation or ordinance) at the Shopping Center; and (vi) to
Landlord's knowledge there is no asbestos or asbestos-containing material in the
demised premises. The representations and warranties set forth in this
subparagraph shall apply to any contiguous or adjacent property owed by the
Landlord. Landlord hereby indemnifies Tenant for any and all loss, cost, damage
or expense to Tenant resulting from any misrepresentation or breach of the
foregoing representations and warranties.

      If any such hazardous substances are discovered at the Shopping Center
(unless introduced by the Tenant, its agents or employees) or if any asbestos or
asbestos containing material is discovered in the demised premises, and removal,
encapsulation or other remediation is required by applicable laws, the Landlord
immediately and with all due diligence and at no expense to the Tenant shall
take all measures

                                       29

<PAGE>

necessary to comply with all applicable laws and to remove such hazardous
substances or asbestos from the Shopping Center and/or encapsulate or remediate
such hazardous substances or asbestos, which removal and/or encapsulation or
remediation shall be in compliance with all environmental laws and regulations,
and the Landlord shall repair and restore the Shopping Center at its expense.
From the date such encapsulation, remediation and restoration is complete, the
rent due hereunder shall be reduced by the same percentage as the percentage of
the demised premises which, in the Tenant's reasonable judgement, cannot be
safely, economically or practically used for the operation of the Tenant's
business. Anything herein to the contrary notwithstanding, if in the Tenant's
reasonable judgement, such removal, encapsulation, remediation and restoration
cannot be completed within one hundred eighty (180) days or the same is not
actually completed by Landlord within such one hundred eighty (180) day period
following the date such hazardous substances or asbestos are discovered and such
condition materially adversely affects Tenant's ability to conduct normal
business operations in the premises, then the Tenant may terminate this Lease by
written notice to the Landlord within thirty (30) days after such 180 day
period, which notice shall be effective on Landlord's receipt thereof. Landlord
shall comply with OSHA 29 CFR 1910.1001 (j) to notify tenants, including Tenant,
of asbestos related activities in the demised premises and the Shopping Center
including, but not limited to, selection of the certified/licensed asbestos
abatement contractor, scope of the abatement work, and final clearance testing
procedures and results.

SECTION 44. TRANSFER OF INTEREST

      If Landlord should sell or otherwise transfer its interest in the demised
premises, upon an undertaking by the purchaser or transferee to be responsible
for all the covenants and undertakings of Landlord, Tenant agrees that Landlord
shall thereafter have no liability to Tenant under this Lease or any
modifications or amendments thereof, or extensions thereof, except for such
liabilities which might have accrued prior to the date of such sale or transfer
of its interest by Landlord.

SECTION 45. ACCESS TO PREMISES

      Landlord and its representatives shall have free access to the demised
premises at all reasonable times for the purpose of: (i) examining the same or
to make any alterations or repairs to the demised premises that Landlord may
deem necessary for its safety or preservation; (ii) exhibiting the demised
premises for sale or mortgage financing; (iii) during the last three (3) months
of the term of this Lease, for the purpose of exhibiting the demised premises
and putting up the usual notice "to rent" which notice shall not be removed,
obliterated or hidden by Tenant, provided, however, that any such action by

                                       30

<PAGE>

Landlord shall cause as little inconvenience as reasonably practicable and such
action shall not be deemed an eviction or disturbance of Tenant nor shall Tenant
be allowed any abatement of rent, or damages for an injury or inconvenience
occasioned thereby.

SECTION 46. HEADINGS

      The headings are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope or intent of this
Lease.

SECTION 47. NON-WAIVER

      No payment by Tenant or receipt by Landlord or its agents of a lesser
amount than the rent in this Lease stipulated shall be deemed to be other than
on account of the stipulated rent nor shall an endorsement or statement on any
check or any letter accompanying any check or payment of rent be deemed an
accord and satisfaction and Landlord or its agents may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
rent or pursue any other remedy in this Lease provided.

SECTION 48. SHORT FORM LEASE

      This Lease shall not be recorded, but a short form lease, which describes
the property herein demised, gives the term of this Lease and refers to this
Lease, shall be executed by the parties hereto, upon demand of either party and
such short form lease may be recorded by Landlord or Tenant at any time either
deems it appropriate to do so. The cost and recording of such short form lease
shall belong to the requesting party.

SECTION 49. ESTOPPEL CERTIFICATE

      At any time and from time to time upon not less than ten (10) business
day's prior notice by Landlord or Tenant, the other party shall deliver a
statement in writing addressed to the requesting party certifying (i) that this
Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified and stating
the modifications), (ii) whether the term has commenced and rent shall have
become payable hereunder, and if so, the dates to which they have been paid,
(iii) whether or not, to such party's knowledge, the requesting party is in
default in performance of any of the terms of this Lease, and if so, specifying
such default of which it may have knowledge, (iv) whether Tenant has accepted
possession of the demised premises, (v) whether either party has made any claim
against the other under this Lease, and if so, the nature thereof, (yi) whether
there exist any offset or defenses against enforcement of any of the terms of
this Lease upon the

                                       31

<PAGE>

part of Tenant to be performed, and if so, specifying the same; and (vii) such
other matters as either party may reasonably request of the other.

SECTION 50. TENANT'S REIMBURSEMENT

      (a) Landlord shall pay Tenant Three Hundred Thousand and 00/100
($300,000.00) Dollars (the "Tenant Reimbursement"), as payment for all costs
incurred on behalf of Tenant for the purchase, erection, and installation of
Tenant Improvements on or within the demised premises. "Tenant Improvements"
shall consist of the work described in the attached Exhibit "E". The Tenant
Reimbursement shall be paid by Landlord to Tenant within ten (10) days of the
later of (i) Tenant opening for business in the demised premises and (ii) Tenant
providing to Landlord a lien waiver from Tenant's general contractor and
Tenant's acceptance of the demised premises. In the event Landlord does not
timely pay the Tenant Reimbursement to Tenant, (a) Landlord shall pay to Tenant
interest on such unpaid amounts at an annual rate of interest equal to four
percent (4%) over the prime rate in effect from time to time as established by
National City Bank, Columbus, Ohio and (b) Tenant shall have the right to deduct
any and all such amounts owed Tenant against payments of Rent thereafter due
Landlord until such time as Tenant has been credited the full amount of the
Tenant Reimbursement plus applicable interest.

SECTION 51. TENANT'S TERMINATION RIGHT:

      In the event that Tenant's gross receipts from the demised premises, as
calculated by Tenant in accordance with generally accepted accounting principles
consistently applied, shall be less than Six Million One Hundred Thirty Thousand
Eight Hundred Eighty-Four and 00/100 Dollars ($6,130,884.00) in either of the
third (3rd) or fourth (4th) lease years of the initial term hereof, Tenant shall
have the right, at Tenant's sole election, provided that Tenant is not then in
default of the terms of this Lease beyond any applicable notice and cure
periods, on or before the date (the "Last Termination Notice Date") which is
thirty (30) days after the end of the fourth (4th) lease year, to send to
Landlord a notice terminating this Lease as of the last day of the fifth (5th)
lease year (the "Tenant's Termination Date"), provided that on or before such
Tenant's Termination Date, Tenant shall deliver to Landlord a certified or bank
check equal to the "Lease Termination Amount". The "Lease Termination Amount"
shall be equal to the unamortized balance of the Tenant's Improvement Allowance
and the broker's fees paid by Landlord, which amounts shall be amortized on a
straight-lined basis over the initial term of the Lease. In the event that
Tenant shall so terminate this Lease in accordance with the provisions of this
Section 51, then the term of this Lease shall terminate and expire on Tenant's
Termination Date with the same force and

                                       32

<PAGE>

part of Tenant to be performed, and if so, specifying the same; and (vii) such
other matters as either party may reasonably request of the other.

SECTION 50. TENANT'S REIMBURSEMENT

      (a) Landlord shall pay Tenant Three Hundred Thousand and 00/100
($300,000.00) Dollars (the "Tenant Reimbursement"), as payment for all costs
incurred on behalf of Tenant for the purchase, erection, and installation of
Tenant Improvements on or within the demised premises. "Tenant Improvements"
shall consist of the work described in the attached Exhibit "E". The Tenant
Reimbursement shall be paid by Landlord to Tenant within ten (10) days of the
later of (i) Tenant opening for business in the demised premises and (ii) Tenant
providing to Landlord a lien waiver from Tenant's general contractor and
Tenant's acceptance of the demised premises. In the event Landlord does not
timely pay the Tenant Reimbursement to Tenant, (a) Landlord shall pay to Tenant
interest on such unpaid amounts at an annual rate of interest equal to four
percent (4%) over the prime rate in effect from time to time as established by
National City Bank, Columbus, Ohio and (b) Tenant shall have the right to deduct
any and all such amounts owed Tenant against payments of Rent thereafter due
Landlord until such time as Tenant has been credited the full amount of the
Tenant Reimbursement plus applicable interest.

SECTION 51. TENANT'S TERMINATION RIGHT:

      In the event that Tenant's gross receipts from the demised premises, as
calculated by Tenant in accordance with generally accepted accounting principles
consistently applied, shall be less than Six Million One Hundred Thirty Thousand
Eight Hundred Eighty-Four and 00/100 Dollars ($6,130,884.00) in either of the
third (3rd) or fourth (4th) lease years of the initial term hereof, Tenant shall
have the right, at Tenant's sole election, provided that Tenant is not then in
default of the terms of this Lease beyond any applicable notice and cure
periods, on or before the date (the "Last Termination Notice Date") which is
thirty (30) days after the end of the fourth (4th) lease year, to send to
Landlord a notice terminating this Lease as of the last day of the fifth (5th)
lease year (the "Tenant's Termination Date"), provided that on or before such
Tenant's Termination Date, Tenant shall deliver to Landlord a certified or bank
check equal to the "Lease Termination Amount". The "Lease Termination Amount"
shall be equal to the unamortized balance of the Tenant's Improvement Allowance
and the broker's fees paid by Landlord, which amounts shall be amortized on a
straight-lined basis over the initial term of the Lease. In the event that
Tenant shall so terminate this Lease in accordance with the provisions of this
Section 51, then the term of this Lease shall terminate and expire on Tenant's
Termination Date with the same force and

                                       32

<PAGE>

effect as though said date was the scheduled expiration date of the term under
this Lease. Notwithstanding the giving of such termination notice and Tenant's
exercise of its termination right under this Section 51, Tenant shall perform
and observe all of Tenant's obligations under this Lease through and including
the Tenant's Termination Date. In the event Tenant exercises the termination
right provided for in this Section 51, Landlord shall have the right, upon seven
(7) days prior written notice, at Tenant's corporate headquarters, to examine
Tenant's books and records relating to gross receipts at the demised premises,
provided such right shall expire ninety (90) days after Tenant notifies Landlord
of Tenant's exercise of Tenant's election to terminate the Lease pursuant to the
provisions of this Section 51.

SECTION 52. NO BROKER:

      Landlord and Tenant each represent to the other that they have not entered
into any agreement or incurred any obligation in connection with this
transaction which might result in the obligation to pay a brokerage fee to any
broker. Each party shall indemnify and hold the other party harmless from and
against any other claim or demand by any other broker or other person for
bringing about this Lease who claims to have dealt with such indemnifying party,
including all expenses incurred in defending any such claim or demand (including
reasonable attorney's fees).

      IN WITNESS WHEREOF, the parties hereto have executed this Lease the day
and year first above written.

SIGNED AND ACKNOWLEDGED IN THE PRESENCE OF:

                            LANDLORD:

                            JLP - CHESAPEAKE, LLC,
                            an Ohio limited liability company

                            By: JUBILEE LIMITED PARTNERSHIP,
                                an Ohio limited partnership,
                                Member

                                By: Schottenstein Professional Asset
                                    Management Corporation, its general partner

/s/ Edward K. Arndt
/s/ Leslie A. Schutte

                                    By: /s/ Jay Schottenstein
                                        -----------------------------
                                        Jay Schottenstein
                                    Its: President and Chairman of the Board

                                       33

<PAGE>

                                                   TENANT:

                                                   SHONAC CORPORATION,
                                                   an Ohio corporation

/s/ Christy L. Cuschleg
/s/ Tracy L. Snow

                                                   By: /s/ John C. Rossler
                                                       -----------------------
                                                       John C. Rossler
                                                   Its: President,

STATE OF OHIO       :
                    :SS.
COUNTY OF FRANKLIN  :

      The foregoing instrument was acknowledged before me this 1st day of April,
2001, by Jay Schottenstein, President and Chairman of Schottenstein Professional
Asset Management Corporation, General Partner of Jubilee Limited Partnership, an
Ohio limited partnership, Managing Member of JLP - Chesapeake, LLC, an Ohio
limited liability company, for and on behalf of said Ohio limited liability
company.

[NOTARIAL SEAL] CANDACE K. PILKINGTON
                Notary Public
                In and for the State of Ohio           /s/ Candace K. Pilkington
                My Commission Expires                  -------------------------
                October 5, 2004                        Notary Public

STATE OF OHIO        :
                     : SS.
COUNTY OF FRANKLIN   :

      The foregoing instrument was acknowledged before me this 9th day of April,
2001, by John C. Rossler, President of Shonac Corporation, an Ohio Corporation,
for and on behalf of said corporation.

                                                /s/ Christy L. Cuschleg
                                                ------------------------
                                                Notary Public

                                                   Christy L. Cuschleg
                                                   My commission expires 8/2/04

                                       34

<PAGE>

                                   EXHIBIT A
                                   SITE PLAN
                                 [SITE PLAN MAP]

<PAGE>

                                   EXHIBIT A-1

                               LEGAL DESCRIPTION

Parcel I - Shopping Center and Eden Way Small Shops (Tax ID # 0280000000930)

Parcel 1A-1 as shown on "SUBDIVISION PLAT FOR PARCEL 1A, VOLVO TRACT,
WASHINGTON BOROUGH, CHESAPEAKE, VIRGINIA", dated August 2, 1993 and recorded in
the Clerk's Office of the Circuit Court of the City of Chesapeake, Virginia in
Map Book 109 at page 45.

Parcel II - Crossways Small Shops and Mattress Firm (Tax ID # 0280000000900)

Remainder of Parcel 1D as shown on "SUBDIVISION PLAT OF PARCEL 1D, VOLVO TRACT,
WASHINGTON BOROUGH, CHESAPEAKE, VIRGINIA", dated October 1, 1992 and recorded in
the Clerk's Office of the Circuit Court of the City of Chesapeake, Virginia in
Map Book 105 at page 110.

Parcel III

TOGETHER WITH AND SUBJECT TO those certain non-exclusive easements for access
and ingress/egress for vehicular and pedestrian traffic as contained in
Declarations of Easements, Covenants and Restrictions by AHBC Associates, a
Virginia joint venture, dated December 14, 1989, recorded December 20, 1989, in
Deed Book 2539, page 1; First Amendment to Declaration of Easements, Covenants
and Restrictions in Deed Book 3968, page 352; and Second Amendment to
Declaration of Easements, Covenants and Restrictions in Deed Book 4023, page
330, all recorded in the Clerk's Office of the Circuit Court of the City of
Chesapeake, Virginia.

<PAGE>

                                   EXHIBIT A-2

                               Not yet available.
<PAGE>

                                    EXHIBIT B

                                 LANDLORD'S WORK

RESPONSIBILITY SCHEDULE

<TABLE>
<CAPTION>
                                                    GENERAL
                                                   CONTRACTOR            DSW                             NOTES
                                               -----------------   ----------------   ----------------------------------------------
                                                SUPPLY   INSTALL   SUPPLY   INSTALL
                                               -------   -------   ------   -------
<S>     <C>                                    <C>       <C>       <C>      <C>       <C>
        PERMITS                                   -         -
03000   FLOOR LEVELING                            -         -
03300   CONCRETE                                  -         -
06200   ROUGH & FINISH CARPENTRY                  -         -
06400   MILLWORK                                                     -         -      COORDINATE WITH VENDOR #3 OR #4
        COUNTERS AND SHELVING                                        -         -
        FIXTURES                                                     -         -
07530   MEMBRANE ROOFING SYSTEM                   -         -                         MAINTAIN EXISTING ROOFING SYSTEM - SINGLE PLY
        PREFAB METAL ROOF SYSTEM                  -         -                         BALLASTED SUPPLY SHOP DRAWINGS FOR ARCHITECT'S
                                                                                      APPROVAL
07920   SEALANTS                                  -         -
O8210   DOORS, FRAMES AND TRIM                    -         -
08330   OVERHEAD DOCK DOOR                        -         -
08400   ELIASON IMPACT DOORS                      -         -
O8710   DOOR FINISH HARDWARE                      -         -
O9110   LIGHT GAUGE METAL FRAMING                 -         -
09250   GYPSUM WALL BOARD                         -         -
O9510   ACCOUSTICAL CEILING SYSTEM                -         -
09650   RESILIENT FLOORING                                  -        -                COORDINATE WITH DSW
        COVE BASE                                 -         -
        PORCELAIN TILE                                      -        -                COORDINATE WITH VENDOR #7 AND DSW
09680   CARPETING                                           -        -                COORDINATE WITH VENDOR #6 AND DSW
        TRANSITION STRIPS                         -         -
09900   PAINTING                                  -         -
10155   TOILET COMPARTMENTS                       -         -
1O440   EXTERIOR SIGNAGE                                             -         -      COORDINATE WITH VENDOR #1 OR #2
        INTERIOR SIGNAGE                                             -         -
        STOREFRONT AWNINGS                        -         -                         PURCHASE FROM VENDOR #3
        EXTERIOR COLUMN COVERS                    -         -                         PURCHASE FROM VENDOR #12
1O5OO   LOCKERS                                                      -         -
1O520   FIRE EXTINGUISHERS                        -         -
10550   REFRIGERATOR                                                 -         -
10800   TOILET ACCESSORIES                        -         -
1116O   LOADING DOCK EQUIPMENT                    -         -
        OFFICE EQUIPMENT                                             -         -
        OFFICE  GLAZING                                              -         -
15000   HVAC SYSTEM / ROOF TOP UNITS              -         -                         PURCHASE FROM VENDOR #5
        DUCTWORK / AIR DEVICES 4 ACCESSORIES      -         -
15400   PLUMBING SYSTEM                           -         -
15500   SPRINKLER SYSTEM                          -         -
16OOO   ELECTRIC SYSTEM                           -         -                         PURCHASE FROM VENDOR #4
        LIGHTING FIXTURES                         -         -                         PURCHASE FROM VENDOR #4
        BUILDING SECURITY SYSTEM                                     -         -      SUPPLIED BY VENDOR #11
        TELEPHONE & DATA CABLING & EQUIPMENT                         -         -      SUPPLIED BY VENDOR #8
        SOUND SYSTEM                                                 -         -      SUPPLIED BY VENDOR #9

</TABLE>

<TABLE>
<S>                 <C>                                           <C>
                    2 3 6 2 5
                    COMMERCE PARK
                    CLEVELAND OHIO
                    4 4 1 2 2                                     [DSW SHOE WAREHOUSE LOGO]
[HERSCHMAN          PHONE  216-464-4144
ARCHITECTS          FAX    216-464-6592                           CROSSWAYS CENTER
INCORPORATED LOGO]  E-MAIL: mailbox@herschmanarchitects.com       CHESAPEAKE, VA
</TABLE>

<PAGE>

                               DSW SHOE WAREHOUSE

                                  [ILLEGIBLE]
<PAGE>

                                    EXHIBIT C

                                 TENANT'S WORK

DSW RESPONSIBILITY

      DSW WILL SUPPLY THE FOLLOWING ITEMS.

      A.    CARPET
            (TRANSITION STRIPS AND VINYL BASE BY GC).

      B.    VCT
            (TRANSITION STRIPS AND VINYL BASE BY GC).

      C.    PORCELAIN TILE
            (INCLUDING THIN SET AND GROUT).

      D.    MAT SYSTEM IN VESTIBULE.

      E.    GLASS AND FRAMING AT OFFICE PARTITIONS.

      F.    MIRRORS AND CLIPS (LOCATIONS AS DIRECTED BY DSW).

      G     INTERIOR SIGNAGE (6 - 6' X 8' GATERFOAM SIGN PANELS, ATTACHED TO
            GYPSUM BOARD).

      H.    CASH REGISTER COUNTERS AND CASHWRAPS.

      I.    HANDBAG WALL SYSTEM

      J.    SLATWALL

      K.    TIME CLOCK (MOUNT AT OFFICE)

      L.    SAFE (BOLT TO FLOOR IN OFFICE)

      M.    COAT RACK

      N.    OFFICE CABINETRY

      O.    STOCKROOM SHELVING.

      Also see Schedule contained in Exhibit B.

<PAGE>

                                    EXHIBIT D

                                   EXCLUSIVES

<TABLE>
<CAPTION>
       TENANT                                            PROVISION
       ------                                            ---------
<S>                        <C>
GREENBRIER ART AND FRAME   Landlord agrees that no store in the portion of the Shopping Center that
                           is outlined in yellow on Exhibit A ("the restricted area") shall be used
                           by any tenant or occupant whose sole business is, or whose major portion
                           (i.e. fifty percent (50%) or more) of sales is generated by, the sale of
                           art, pottery, frames, or framing services. However, nothing in this
                           section 41 shall be deemed to prohibit any tenant or occupant in the
                           Restricted Area from selling art, pottery, frames or framing services, so
                           long as such sales are not the primary use of the Premises of such tenant
                           or occupant. Tenant recognizes that the provisions of this section 41
                           shall not apply to any of the premises originally leased to Montgomery
                           Wards, Marshalls, Uptons, or Freddy Drugs or to any other portion of the
                           Shopping Center that is not part of the Restricted Area. If Tenant ceases
                           to sell art, pottery, frames, or framing services, or closes for
                           business, the provisions of this section 41 will automatically terminate
                           and cease to be of any further force or effect for the remainder of the
                           term of this Lease.

S&K FAMOUS BRANDS          If Landlord, during the Lease Term or any extension or renewal thereof,
                           leases space or permits space to be used in the Shopping Center in the
                           area outlined in yellow on Exhibit A to another store which sells men's
                           suits and sportcoats representing fifty percent (50%) or more of :the
                           value of its inventory at retail, then Tenant, at its option, and
                           commencing from the first date that such event occurs, may either cancel
                           this Lease or reduce its rental to the lessor of (i) rent or (ii) four
                           percent (4%) of gross sales. Such rent reduction shall continue through
                           the Lease Term and any extension thereof until such event no longer
                           exists and payment thereof shall constitute Tenant's total monetary
                           commitment to Landlord under the terms of this Lease.

                           If Landlord, during the Lease Term or any extension or renewal thereof,
                           leases or sells space, or permits space to be used, in any of the out
                           parcels of the Shopping Center to another store which sells men's suits
                           and sportcoats representing fifty percent (50%) or more of the value of
                           its inventory at retail, then Tenant, upon 90 days prior written notice
                           to Landlord. may terminate and cancel this Lease.

                           During the term of this Lease and any extension or renewal thereof,
                           Landlord shall not lease the premises adjacent, connecting, or adjoining
                           Tenant to any restaurant or other food operation, pet shop, dry cleaning
                           business, paint store, or beauty salon.
</TABLE>

<PAGE>

<TABLE>
<S>                        <C>
PRINT IT                   Landlord agrees that no store in the portion of the Shopping Center that
                           is outlined in yellow on Exhibit A (the "Restricted Area") shall be used
                           by any tenant or occupant whose sole business is, or whose major portion
                           (i.e., fifty percent (50%) or more) of sales is generated by, the sale of
                           printing, copying and photofinishing services and accessories. However,
                           nothing in this section 40 shall be deemed to prohibit any tenant or
                           occupant in the Restricted Area from selling, printing, copying, and
                           photofinishing services and accessories, so long as such sales are not
                           the primary use of the Premises of such tenant or occupant. Tenant
                           recognizes that the provisions of this section 40 shall not apply to any
                           of the premises originally leased to Montgomery Wards, Marshalls, Uptons,
                           or Office Depot or to any portion of the Shopping Center that is not part
                           of the Restricted Area. If tenant ceases to sell printing, copying, and
                           photofinishing services and accessories, or close for business, the
                           provision of this section 40 will automatically terminate and cease to be
                           of any further force or effect for the remainder of the term of this Lease.

WINSTON'S CAFE INC.        Landlord agrees that no store in the portion of the Shopping Center that
                           is outlined in yellow on Exhibit A (the "Restricted Area") shall be used
                           by any tenant or occupant whose sole business is, or whose major portion
                           i.e. fifty percent (50%) or more, of sales is generated by, the sale of
                           delicatessen sandwiches and beverages including beer, wine and alcohol
                           collectively. However, nothing in this section 41 shall be deemed to
                           prohibit any tenant or occupant in the Restricted Area from selling
                           delicatessen sandwiches and beverages including beer, wine and alcohol,
                           so long as such sales are not the primary use of the premises of such
                           tenant or occupant. Tenant recognizes that the provision of this section
                           41 shall not apply to any of the premises originally leased to Montgomery
                           Wards, Marshalls, Upton's or Freddy Drugs or Famous Uncle A1's Hot Dogs
                           to any other portion of the Shopping Center that is not part of the
                           Restricted Area. If Tenant ceases to sell delicatessen sandwiches and
                           beverages including beer, wine and alcohol or closes for business, the
                           provisions of this section 41 will automatically terminate and cease to
                           be of any further force and effect for the remainder of the term of this
                           Lease.

RUBY TUESDAY'S             Landlord will not use, lease or permit any other store or property in the
                           Shopping Center on or any other property adjacent to the Shopping Center,
                           where such property is owned or controlled by Landlord, to be used for
                           the purpose of a TGI Friday's, Bennigan's, Applebee's, Chili's, or
                           Grady's, or the successor to such businesses. For purposes of this
                           section, "any other property owned by Landlord" shall include, but not be
                           limited to, property owned directly or indirectly by Landlord, or
                           property owned by one (1) or more of the shareholders or partners or
                           Landlord, if Landlord is a corporation or partnership. The restrictions
                           shall include any out parcels to the Shopping Center, whether leased or
                           sold by Landlord. The restrictions contained herein shall not apply to
                           the Inducement Tenants referred to in section 34 (Montgomery Wards,
                           Uptons, Marshalls or Freddy Drugs). The Landlord warrants that there are
                           no prior agreements or leases in existence on the date hereof which would
                           violate the foregoing provisions.
</TABLE>

<PAGE>

<TABLE>
<S>                        <C>
MARSHALLS                  Landlord specifically agrees with Tenant as follows:
                           -     In recognition of the fact that the following types of operations
                                 would unduly burden the parking areas serving the demised premises
                                 and would hamper the use of said parking areas by customers of
                                 Tenant, other than as specifically set forth on the Site Plan,
                                 Landlord will not lease, sell, or otherwise permit any structure
                                 within the Shopping Center to be used in whole or in part as a food
                                 supermarket, bar not incidental to the sale of food for on-premises
                                 consumption, theatre of any kind, bowling alley, skating rink,
                                 amusement park, carnival, meeting hall, "disco" or other dance
                                 hall, sporting event or other sports facility, auditorium or any
                                 other like place or assembly. Landlord will not lease, sell, or
                                 otherwise permit any structure within the Shopping Center to be
                                 used in whole or part as a restaurant or a convenience food mart
                                 similar to "7-11" or "Christy's" within 200 feet of any portion of
                                 the demised premises in any direction.

                           -     Landlord agrees that during the term of this lease that it not
                                 lease, sell or otherwise permit any structure within the Center to
                                 be used in whole or in part for any manufacturing operation; as a
                                 factory; for any industrial usage; as a warehouse; processing or
                                 rendering plant; for any establishment selling cars, trailers,
                                 mobile homes; for the operation of a billiard parlor, amusement
                                 center, flea market, massage parlor or carnival; for so-called
                                 "off-track betting" operation; for the sale of or display of
                                 pornographic materials; or for any other purpose which would be
                                 inconsistent with the use of the Shopping Center as a community
                                 oriented retail shopping center.

                           -     If Landlord permits any one occupant of the Shopping Center other
                                 than Tenant (i) in any space in the shopping center other than the
                                 space to be occupied by Montgomery Wards and Uptons, or (ii) in the
                                 space to be occupied by Montgomery Wards at such time as Montgomery
                                 Ward and Landlord fail to have a valid and continuing lease for
                                 such premises, or (iii) in the space to be occupied by Uptons at
                                 such time as Uptons and Landlord fail to have a valid and
                                 continuing lease for such premises, to use more than 12,000 square
                                 feet of floor area for the sale or display at discount prices of
                                 (i) brand-name clothing (ii) brand-name shoes (iii) brand name
                                 giftware (iv) brand name domestics, then minimum rent payable
                                 pursuant hereto shall be reduced from and including the sixtieth
                                 (60th) day following any such violation to and including the one
                                 hundred twentieth (120th) day following any such violation to sixty
                                 percent (60%) of the amount provided for in section III, and if the
                                 violation continues, then minimum rent payable pursuant hereto from
                                 and after the one hundred twenty-first day following such violation
                                 shall be reduced to forty percent (40%) of the amount provided for
                                 in Section I of Article III, and such rent reduction in minimum
                                 rent shall remain effective for so long as such use continues and
                                 for so long as Tenant is operating the demised premises as a
                                 Marshalls"
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>
OLD COUNTRY BUFFET         Landlord shall not lease space in the Shopping Center to any other tenant
                           whose primary business conducted in such space is the operation of a
                           buffet-style restaurant.

MIO'S PIZZERIA             During the term of this Lease, Landlord agrees not to enter into any new
                           lease for space in the Crossways Shopping Center at Greenbrier, the
                           Crossways Small Shops or Eden Way Small Shops (collectively, the
                           "Exclusive Area") nor permit any existing tenants (subject to the
                           existing rights of such tenants under their leases) in the Exclusive Area
                           to assign or sublet any of the space in the Exclusive Area to another
                           tenant whose primary business is a full service sit down, dine-in Italian
                           restaurant.

THE HAIR CUTTERY           So long as Tenant is not in default under the terms of this Lease,
                           Landlord agrees that it will not allow another operator whose primary
                           business is that of full service hairstyling services into the Center.

MATTRESS FIRM              During the term of this Lease, Landlord agrees not to enter into any new
                           lease for space in the Crossways Shopping Center at Greenbrier, the
                           Crossways Small Shops or Eden Way Small Shops (collectively, the
                           "Exclusive Area") nor permit any existing tenants (subject to the
                           existing rights of such tenants under their leases) in the Exclusive Area
                           to assign or sublet any of the space in the Exclusive Area to another
                           tenant whose primary business is the sale of mattresses or waterbeds.

CHESAPEAKE BAGEL BAKERY    During the Lease Term, Landlord, its successors, assigns, shall not
                           lease, rent, occupy or permit to be occupied any premises within the
                           Shopping Center, which are to be used for a bakery and/or restaurant
                           serving bagels nor shall it permit any portion of the Shopping Center to
                           be used for a sandwich with usage shop to that similar to that described
                           in Permitted Uses in Section 1 (I) of this Lease by any party other than
                           the Tenant. These covenants shall run with the land. Landlord
                           acknowledges that in the event of a breach of these covenants, Tenants
                           remedies at law would be inadequate and in such event, Tenant shall be
                           entitled to terminate this Lease and to full and adequate relief by
                           injunction, damages or otherwise. Notwithstanding the foregoing, Tenant's
                           exclusive shall be subject to the rights of existing Tenants including the
                           existing Tenants right to sublet under the terms of their Lease this
                           exclusive shall only apply to new Leases entered into by Landlord after
                           effective date of this Lease.

APPLE ONE EMPLOYMENT       During the term of this Lease, Landlord agrees not to. enter into any new
                           Lease for space in the Crossways Small Shops (the exclusive area) nor
                           permit any existing Tenants (subject to the existing rights of such
                           Tenants under their leases) in the exclusive area to assign or sublet any
                           of the space in the exclusive area to another Tenant whose primary
                           business is a hiring agency.

CHRISTOPHER FUSCO, O.D.    Landlord agrees not to sublet or lease current location to individual or
                           company whose business is, in whole or in part, for the sale of
                           optometric services or related optical accessories including eyeglasses
                           and contact lenses.

                           Tenant requires Landlord to get prior approval from tenant regarding the
                           type and nature of business to be located next door to tenant at new
                           location in order to assure quiet enjoyment of new premises.
</TABLE>

<PAGE>

<TABLE>
<S>                        <C>
MONTGOMERY WARD & CO.,     No portion of the shopping center which lies within 150 feet of any
INCORPORATED               entrance to the Ward Retail Building shall at any time be used for a fast
                           food restaurant, a theater (movie or otherwise), video arcade or electric
                           game room, pet store or "kiddie" or other amusement rides. No portion of
                           the shopping center, and no portion of the Ward Buildings, shall at any
                           time be used for a skating or roller rink, a bingo hall or other gambling
                           establishment, a church, a funeral parlor, a bar for on-site consumption
                           of alcoholic beverages (except as an incidental use to an establishment
                           in which food is served as the primary business), nightclub, discotheque,
                           social club, bowling alley, adult book store or other business selling or
                           exhibiting pornography (except as an incidental use to a permitted use,
                           e.g., magazines in a drug store), automobile dealership, health club,
                           pool hall, billiard hall, shooting gallery, antique store in excess of
                           10,000 square feet, auction house, swimming pool, consignment store in
                           excess of 5,000 square feet, closeout, bankruptcy/fire sales or damaged
                           merchandise store [except as such use relates to an actual on-site
                           closeout of the business of a tenant in the shopping center, or the sale
                           of customer return merchandise, merchandise shipped to a tenant of the
                           shopping center, including the Tenant, for sale at the shopping center as
                           new merchandise (including, without limitation, floor samples) which is
                           or becomes damaged], flea market, any use which creates strong, unusual
                           or offensive odors, fumes, dust or vapors or which is a public or private
                           nuisance, or any use which creates noise and sounds objectionable due to
                           intermittency, beat, frequency, shrillness or loudness, or any use which
                           creates a fire or other hazard which is not typically found in medium to
                           large strip centers.

OFFICE DEPOT               [TO BE INSERTED AFTER RECEIPT OF EXHIBITS]

STARBUCKS COFFEE COMPANY   Landlord shall not use or allow any other person or entity
                           (except Tenant) to use any portion of the Shopping Center for the sale of
                           (a) freshly ground or whole coffee beans, (b) espresso or espresso-based
                           coffee drinks, or (c) gourmet, brand-identified brewed coffee. This
                           restriction shall also apply to kiosks and carts. This exclusive shall
                           not apply to any full service grocery store or any existing tenant that
                           has the right under its current lease to sell such items, nor shall it
                           apply to the sale of non-gourmet, non-brand-identified, drip coffee by
                           the cup. Notwithstanding the foregoing, Landlord may permit any full
                           service restaurant serving a complete dinner menu to sell brewed coffee
                           or espresso-based drinks for on-premises consumption.

FUNCOLAND                  Any provisions of this Lease to the contrary notwithstanding, and
                           provided Tenant (i) is not in default under the terms and provisions of
                           this Lease beyond any applicable cure period, and (ii) is open and
                           operating its business in the Premises in accordance with the Permitted
                           Use, then, in those events Landlord agrees that during the term of the
                           Lease, it will not enter into a lease for a store location fronting on or
                           located within the Shopping Center with any other tenant or occupant
                           whose primary use includes the sale and/or purchase of prerecorded
                           entertainment software (Competing Tenant). The terms and provisions of
                           this Paragraph shall not be applicable to areas owned, leased and/or
                           subleased to any existing tenant or occupant, Or its successors with a
                           similar use.
</TABLE>

<PAGE>

<TABLE>
<S>                        <C>
LESLIE'S POOLMENT, INC.    Landlord agrees that until the end of the Term, or any continuations or
                           extensions thereof, Landlord shall not use or occupy, or permit the use
                           of or occupancy of, any "Restricted Property" (defined below) for the
                           operation of any store wherein the sale of swimming pool and/or spa
                           supplies, swimming pools and/or spas constitutes more than ten percent
                           (10%) of the gross sales therein (a "Competing Store"). For purposes of
                           this Lease, "Restricted Property" means space not demised to Tenant in
                           the Crossways Shopping Center. Competing Stores existing on the date of
                           this Lease, and Competing Stores which are or may in the future be
                           located on that parcel identified as "Exempted Parcel" on the Site Plan,
                           are exempted from the foregoing.

HOME ELEMENTS              Landlord shall not enter into a Lease or otherwise allow any portion of
                           the Building to be used for sale of upholstered or leather furniture
                           other than by Tenant, its successor and assigns. Landlord acknowledges
                           the granting of the exclusive rights to upholstered and/or leather
                           furniture to Tenant is a material inducement to Tenant's entering into
                           this Lease, upon which Tenant is relying, and that Tenant, in addition to
                           other rights and remedies, shall have the right to enjoin Landlord or any
                           other tenant of the Building from violation of this paragraph.

JERSEY MIKE'S              Provided the Tenant is not in default of the Lease, no other sub business
                           such as Subway, Blimpie, Quizno's or Zero's shall be granted a lease at
                           Crossways Shopping Center, Crossways Shops or Eden Way Shops.
</TABLE>

<PAGE>

                                    EXHIBIT E

                               TENANT IMPROVEMENTS

DSW RESPONSIBILITY

      DSW WILL SUPPLY THE FOLLOWING ITEMS.

      A.    CARPET
            (TRANSITION STRIPS AND VINYL BASE BY GC).

      B.    VCT
            (TRANSITION STRIPS AND VINYL BASE BY GC).

      C.    PORCELAIN TILE
            (INCLUDING THIN SET AND GROUT).

      D.    MAT SYSTEM IN VESTIBULE.

      E.    GLASS AND FRAMING AT OFFICE PARTITIONS.

      F.    MIRRORS AND CLIPS (LOCATIONS AS DIRECTED BY DSW).

      G     INTERIOR SIGNAGE (6 - 6' X 8' GATERFOAM SIGN PANELS, ATTACHED TO
            GYPSUM BOARD).

      H.    CASH REGISTER COUNTERS AND CASHWRAPS.

      I.    HANDBAG WALL SYSTEM

      J.    SLATWALL

      K.    TIME CLOCK (MOUNT-AT OFFICER

      L.    SAFE (BOLT TO FLOOR IN OFFICE)

      M.    COAT RACK.

      N.    OFFICE CABINETRY

      O.    STOCKROOM SHELVING.

Also see Schedule contained in Exhibit B.