<PAGE>

                                                                   EXHIBIT 10.59

                                  LEASE

      LANDLORD:  KSK SCOTTSDALE MALL, L.P.
                 1798 FREBIS AVENUE
                 COLUMBUS OH 43206-3764

      TENANT:    SHONAC CORPORATION
                 4150 EAST FIFTH AVENUE
                 COLUMBUS, OHIO 43219

      PREMISES:  Approximately 26,069 square feet at
                 Erskine Village, South Bend, Indiana

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
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<S>                                                                          <C>
SECTION 1.     PREMISES...................................................     1
SECTION 2.     TERM.......................................................     1
SECTION 3.     COMMENCEMENT DATE..........................................     1
SECTION 4.     RENEWAL OPTIONS............................................     2
SECTION 5.     MINIMUM RENT...............................................     3
SECTION 6.     PERCENTAGE RENT............................................     4
SECTION 7.     TITLE ENCUMBRANCES.........................................     5
SECTION 8.     RIGHT TO REMODEL...........................................     5
SECTION 9.     UTILITIES..................................................     6
SECTION 10.    GLASS......................................................     6
SECTION 11.    PERSONAL PROPERTY..........................................     6
SECTION 12.    RIGHT TO MORTGAGE..........................................     6
SECTION 13.    SUBLEASE OR ASSIGNMENT.....................................     7
SECTION 14.    COMMON AREAS...............................................     7
SECTION 15.    OPERATION OF COMMON AREAS..................................     7
SECTION 16.    COMMON AREA MAINTENANCE, TENANT'S SHARE....................     8
SECTION 17.    EMINENT DOMAIN.............................................     9
SECTION 18.    TENANT'S TAXES.............................................     9
SECTION 19.    RISK OF GOODS..............................................    10
SECTION 20.    USE AND OCCUPANCY..........................................    10
SECTION 21.    NUISANCES..................................................    11
SECTION 22.    WASTE AND REFUSE REMOVAL...................................    11
SECTION 23.    DESTRUCTION OF PREMISES....................................    12
SECTION 24.    LANDLORD REPAIRS...........................................    12
SECTION 25.    TENANT'S REPAIRS...........................................    13
SECTION 26.    COVENANT OF TITLE AND PEACEFUL POSSESSION..................    14
SECTION 27.    TENANT'S AND LANDLORD'S INSURANCE; INDEMNITY...............    14
SECTION 28.    REAL ESTATE TAXES..........................................    17
SECTION 29.    TENANT'S INSURANCE CONTRIBUTION............................    18
SECTION 30.    FIXTURES...................................................    18
SECTION 31.    SURRENDER..................................................    18
SECTION 32.    HOLDING OVER...............................................    18
SECTION 33.    NOTICE.....................................................    18
SECTION 34.    DEFAULT....................................................    19
SECTION 35.    WAIVER OF SUBROGATION......................................    21
SECTION 36.    LIABILITY OF LANDLORD; EXCULPATION.........................    21
SECTION 37.    RIGHTS CUMULATIVE..........................................    22
SECTION 38.    MITIGATION OF DAMAGES......................................    22
</TABLE>

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<TABLE>
<S>                                                                           <C>
SECTION 39.    SIGNS......................................................    22
SECTION 40.    ENTIRE AGREEMENT...........................................    22
SECTION 41.    LANDLORD'S LIEN - DELETED BY INTENTION.....................    23
SECTION 42.    BINDING UPON SUCCESSORS....................................    23
SECTION 43.    HAZARDOUS SUBSTANCES.......................................    23
SECTION 44.    TRANSFER OF INTEREST.......................................    24
SECTION 45.    ACCESS TO PREMISES.........................................    24
SECTION 46.    HEADINGS...................................................    24
SECTION 47.    NON-WAIVER.................................................    24
SECTION 48.    SHORT FORM LEASE...........................................    25
SECTION 49.    ESTOPPEL CERTIFICATE.......................................    25
SECTION 50.    TENANT'S REIMBURSEMENT.....................................    25
SECTION 51.    TENANT'S TERMINATION RIGHT:................................    25
SECTION 52.    NO BROKER:.................................................    26
SECTION 53.    UNAVOIDABLE DELAYS.........................................    26
SECTION 54.    TIMELY EXECUTION OF LEASE..................................    26
SECTION 55.    ACCORD AND SATISFACTION....................................    26
SECTION 56.    WAIVER OF JURY TRIAL.......................................    26
SECTION 57.    LEASEHOLD FINANCING........................................    27
</TABLE>

LIST OF EXHIBITS:

EXHIBIT" A-1"  SITE PLAN
EXHIBIT "A-2"  LEGAL DESCRIPTION
EXHIBIT "B"    LANDLORD'S WORK
EXHIBIT "C"    TENANT'S WORK
EXHIBIT "D"    INTENTIONALLY DELETED
EXHIBIT "E"    EXISTING USE EXCLUSIVES AND PROHIBITED USES
EXHIBIT "F"    SIGNAGE
EXHIBIT "G"    TENANT IMPROVEMENTS
EXHIBIT "H"    LANDLORD'S AGREEMENT
EXHIBIT "I"    LANDLORD'S WAIVER
EXHIBIT "J"    RECOGNITION AND NON-DISTURBANCE AGREEMENT (FEE
               MORTGAGEE)
EXHIBIT "K"    FIRST AMENDMENT TO OPERATION AND EASEMENT AGREEMENT

                                       ii
<PAGE>

                                      LEASE

      THIS AGREEMENT OF LEASE, made this _______ day of November, 2004, by and
between KSK SCOTTSDALE MALL, L.P., a Delaware limited partnership (hereinafter
referred to as "Landlord"), with offices at 1798 Frebis Avenue, Columbus, Ohio
43206-3764 and SHONAC CORPORATION, an Ohio corporation (hereinafter referred to
as "Tenant") with offices at 4150 East Fifth Avenue, Columbus, Ohio 43219.

                                  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 Erskine Village, in South Bend, County of St.
Joseph and State of Indiana. Landlord owns a shopping center containing
approximately 284,537 square feet of leasable space on approximately 35.0896
acres (hereinafter referred to as the "Shopping Center" or "Center"). The
location, size, and area of the demised premises and of the Shopping Center
shall be substantially as shown on Exhibit "A-l" attached hereto and made a part
hereof. A legal description of the Shopping Center is shown on Exhibit "A-2"
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
26,069 square feet with approximate dimensions of 125' x 200'.

      (c) Landlord and Tenant acknowledge that for purposes of this Lease the
Shopping Center shall not include the 12.48 acre parcel owned by Target and the
9.161 acre parcel to be owned by Kohl's, each of which is shown on the Site
Plan.

SECTION 2. TERM

      The term of this Lease shall be for a period of fifteen (15) 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)
ninety (90) days after Landlord has delivered to Tenant possession of the
demised premises as same are to be substantially completed by Landlord and ready
for occupancy, as in (b) below. Landlord agrees to deliver the demised premises
to Tenant with Landlord's Work (as set forth on Exhibit "B", attached hereto and
made a part hereof) completed between September 1, 2005 and November 1, 2005
(the "Delivery Period"). Landlord shall give Tenant notice (the "Estimated
Delivery Notice") no later than July 1, 2005 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 August
1, 2005 (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
substantially 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. However, if Landlord has not delivered a Final
Delivery Notice by the Final Delivery Notice Date, then the Estimated Delivery
Notice shall be the Final Delivery Notice and the Estimated Delivery Date shall
be the Final Delivery Date. If Landlord does not deliver the demised premises to
Tenant as required herein by December 1, 2005, Tenant may defer delivery until
January 2, 2006. Subject to Tenant caused delay, if Landlord does not deliver
the demised premises to Tenant thereafter on or before March 1, 2006, Tenant may
terminate this Lease or

                                       1
<PAGE>

defer delivery until June 1, 2006. In the event that the demised premises and
Landlord's Work are not substantially completed and delivered to Tenant on or
before the Final Delivery Date, the minimum rent due hereunder shall be adjusted
so that, after the Rent Commencement Date, the Tenant shall receive a credit
against minimum rent thereafter due Landlord equal to one (1) day of minimum
rent for each day after the Final Delivery Date until delivery of the demised
premises is made to Tenant consistent with the terms of this Lease, including
substantial completion of the Landlord's Work. Tenant shall not be obligated to
accept possession of the demised premises prior to the later of (a) substantial
completion of Landlord's Work, (b) the first day of the Delivery Period and (c)
the Final Delivery Date. Time is of the essence regarding all dates set forth in
this Section 3(a).

      (b) Possession of the demised premises shall not be deemed to have been
given to Tenant unless 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, and until
Landlord has substantially completed Landlord's Work. Tenant shall supply
Landlord with Tenant's prototypical plans and specifications, and Landlord shall
prepare plans and specifications for the demised premises at Landlord's expense,
for Tenant's approval. All such Landlord's Work shall be done at Landlord's
expense and in compliance with all applicable federal, state and local laws,
rules, regulations and code requirements. Landlord shall obtain a certificate of
occupancy or completion, permit or the local equivalent that is required for
Landlord's Work at the demised premises as part of Landlord's Work.

      (c) Landlord and Tenant agree that they shall conduct a joint walk through
of the demised premises approximately two (2) weeks prior to the Final Delivery
Date to ascertain the status of Landlord's construction.

      (d) 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 be performed by Landlord is to be done by Tenant
within ninety (90) days after the date possession of the demised premises has
been delivered to Tenant, 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. All Tenant's
Work shall be performed lien free by Tenant, in a good and workmanlike manner
(employing materials of good quality) in compliance with all governmental
requirements. In the event a mechanic's lien is filed against the demised
premises or the Shopping Center on account of Tenant's Work, 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 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.

      (e) 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 Tenant's obligation
to operate and pay minimum rent, percentage rent and "Tenant's Proportionate
Share" (defined in Section 16(c) below) of "Maintenance Costs" (defined and
provided for in Section 16(b) hereof "real estate taxes" (defined and provided
for in Section 28(b) hereof) and insurance (provided for in Section 28 hereof).
In the event Tenant fails to open for business within one hundred twenty (120)
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

      (a) Provided Tenant has fully complied with all of the terms, provisions,
and conditions on its part to be performed under this Lease and is not in
default under this Lease, Tenant may, by giving written notice to the Landlord
at least six (6) months on or before the

                                       2
<PAGE>

expiration of the initial term of this Lease, extend such term for a period of
five (5) years upon the same covenants and agreements as are herein set forth,
except that the minimum rent during the first renewal term shall be increased to
Thirty-five Thousand Eight Hundred Forty-four and 88/100 Dollars ($35,844.88)
each month.

      (b) Provided Tenant has fully complied with all of the terms, provisions
and conditions on its part to be performed under this Lease, is not in default
under this Lease and has exercised its first option to renew hereunder, Tenant
may, be giving written notice to the Landlord at least six (6) months on or
before the expiration of the first extended term of this Lease, extend such term
for an additional period of five (5) years upon the same covenants and
agreements as the first extended term except that the minimum rent (as increased
pursuant to Section 4(a) above) during this second renewal term shall be further
increased to Thirty-nine Thousand Four Hundred Twenty-nine and 36/100 Dollars
($39,429.36) each month.

      (c) Provided Tenant has fully complied with all of the terms, provisions
and conditions on its part to be performed under this Lease, is not in default
under this Lease and has exercised its second option to renew hereunder, Tenant
may, by giving written notice to the Landlord at least six (6) months on or
before the expiration of the second extended term of this Lease, extend such
term for an additional period of five (5) years upon the same covenants and
agreements as the second extended term except that the minimum rent (as
increased pursuant to Section 4(b) above) during this third renewal term shall
be further increased to Forty-three Thousand Three Hundred Eighty-three and
16/100 Dollars ($43,383.16) each month. The initial term and any renewal term(s)
are hereinafter collectively referred to as the "term".

SECTION 5. MINIMUM RENT

      (a) Tenant agrees to pay to Landlord, as minimum rent for the demised
premises, equal consecutive monthly installments of Twenty-eight Thousand Two
Hundred Forty-one and 42/100 Dollars ($28,241.42), commencing on the
commencement date, and continuing on the first day of each calendar month during
years one (1) through five (5) of the initial term of this Lease, monthly
installments of Thirty Thousand Four Hundred Thirteen and 83/100 Dollars
($30,413.83) each calendar month during years six (6) through ten (10), and
monthly installments of Thirty-two Thousand Five Hundred Eighty-six and 25/100
Dollars ($32,586.25) each calendar month during years eleven (11) through
fifteen (15) of the initial term of this Lease. All such rental shall be payable
to Landlord in advance, without prior written notice or demand and without any
right of deduction, abatement, counterclaim or offset whatsoever (unless
specifically permitted in this Lease). In no event shall Tenant have the right
to offset more than twenty-five percent (25%) of minimum rent in any calendar
month, and Tenant shall have no right to offset against any additional rent
other than any percentage rent payable hereunder. As used in this Lease, the
terms "minimum rent" and "minimum rental" mean the minimum rental set forth in
this Section 5(a) as adjusted pursuant to Section 4 hereof. As used in this
Lease, the terms "rent and "rental" mean minimum rental, percentage rental,
additional rental and all other sums due and owing from Tenant to Landlord under
this Lease.

      (b) If the Lease term shall commence on a day other than the first day of
a calendar month or shall end on a day other than the last day of a calendar
month, the minimum rental for such first or last fractional month shall be such
proportion of the monthly minimum rental as the number of days in such
fractional month bears to the total number of days in such calendar month.

      (c) Until further notice to Tenant, all rental payable under this Lease
shall be payable to Landlord and mailed to Landlord at the address set forth in
Section 1 above.

      (d) In the event any sums required under this Lease to be paid are not
received when due, then all such amounts shall bear interest from the due date
thereof until the date paid at the rate of interest equal to two percent (2%)
over the prime rate in effect from time to time as established by National City
Bank, Columbus, Ohio (the "Interest Rate"), and shall be due and payable by
Tenant without notice or demand, Tenant shall pay the foregoing interest thereon
in addition to all default remedies of Landlord pursuant to Section 34 below.

      (e) Notwithstanding anything herein contained to the contrary, Tenant
shall initially pay to Landlord as additional rental, simultaneously with the
payment of minimum rental called

                                       3
<PAGE>

for under Section 5(a) above, Two and 50/100 Dollars ($2.50) per square foot,
payable in equal monthly installments of Five Thousand Four Hundred Thirty-one
and 04/100 Dollars ($5,431.04), as the estimated monthly amount of Tenant's
proportional share of Maintenance Costs (provided for in Section 16 hereof),
real estate taxes (provided for in Section 28 hereof) and insurance (provided
for in Section 29 hereof). Tenant's proportionate share of Maintenance Costs
shall not exceed One Dollar ($1.00) per square foot in the first lease year.

SECTION 6. PERCENTAGE RENT

      (a) Beginning with the first lease year, Tenant shall pay to the Landlord,
in addition to minimum rent, upon the conditions and at the times hereinafter
set forth, percentage rent equal to two percent (2%) of Tenant's gross sales (as
hereinafter defined) in excess of the number obtained by dividing (a) minimum
rent for the applicable lease year by (b) the number .04. The annual percentage
rent shall be paid by Tenant to the Landlord within ninety (90) days after the
end of each lease year. Each such payment shall be accompanied by a statement
signed by an authorized representative of Tenant setting forth Tenant's gross
sales for such lease year. For purposes of permitting verification by the
Landlord of the gross sales reported by Tenant, the Landlord shall have the
right, not more than one (1) time per lease year, upon not less than five (5)
business days notice to Tenant, to audit during normal business hours in
Tenant's corporate office, Tenant's books and records relating to Tenant's gross
sales for a period of two (2) years after the end of each lease year. If such an
audit reveals that Tenant has understated its gross sales by more than three
percent (3%) for any lease year, Tenant, in addition to paying the additional
percentage rent due, shall pay the reasonable cost of the audit within thirty
(30) days of Tenant's receipt of Landlord's demand for the same and copies of
all bills or invoices on which such cost is based.

      (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 sales for such lease year.

      (d) The term "gross sales" 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, 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 sales
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 sales 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

                                       4
<PAGE>

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 rental payable by Tenant, then Tenant shall pay to Landlord such
additional percentage rental 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 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 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. TITLE ENCUMBRANCES

      Tenant's rights under this Lease are subject and subordinate to those
title matters set forth in Landlord's owner's title commitment issued by
Meridian Title Corporation, being Commitment No. 3554500, dated June 30, 2003,
specifically including but not limited to the terms and conditions of a certain
Operation and Easement Agreement between KSK Scottsdale Mall, L.P. and Target
Corporation, recorded September 26, 2003, with the St. Joseph, Indiana County
Recorder as Document No. 0361986. St. Joseph County Records, Indiana (as
proposed to be amended by that certain First Amendment to Operation and Easement
Agreement between Kohl's Indiana, L.P., Target Corporation and Landlord attached
hereto as Exhibit "K", the "OEA"). Tenant agrees that it shall abide by the
terms and conditions of the OEA.

SECTION 8. RIGHT TO REMODEL

      (a) Tenant may, at Tenant's expense, make repairs and alterations to the
interior non-structural portions of the demised premises and remodel the
interior of the demised premises, excepting structural and exterior changes, in
such manner and to such extent as may from time to time be deemed necessary by
Tenant for adapting to the demised premises to the requirements and uses of
Tenant and for the installation of its fixtures, appliances and equipment. 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. All plans for any structural alterations 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. 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, and Tenant fails to
cure same within ten (10) days after notice thereof, Landlord may do so and
Tenant shall reimburse Landlord for the cost thereof within ten (10) days after
Landlord bills Tenant therefor.

                                       5
<PAGE>

      (b) All such work, including Tenant's Work pursuant to Exhibit "C" 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 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

      (a) 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, at
Landlord's expense, separately meter utilities prior to delivery. Landlord shall
provide, or cause to be provided, all such utility services to the premises
during the term of this Lease. Tenant shall be responsible for all utility
services and costs inside the premises. Landlord shall not be liable for the
quality or quantity of or interference involving such utilities unless due
directly to Landlord's negligence.

      (b) During the term hereof, 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.

      (c) Tenant will contract separately for removal of all trash and
recyclables from the premises.

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 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. 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.

                                       6
<PAGE>

SECTION 13. SUBLEASE OR ASSIGNMENT

      (a) Tenant may assign Tenant's interest in this Lease or sublet all or any
portion of the demised premises to a nationally or regionally recognized
retailer customarily found in similar shopping centers without Landlord's
consent. Any other assignment or subletting not specifically provided for in
this Section 13 shall be subject to Landlord's prior written consent, which
consent shall not be unreasonably withheld. Landlord's review of the proposed
assignee or subtenant shall be limited to business reputation, business
experience, a retail use compatible with then existing tenant mix of Erskine
Village, and financial ability to perform its obligations under this Lease or
the proposed sublease, as the case may be. In any such event, Tenant shall
remain fully and primarily liable hereunder. Tenant's right to assign or sublet
shall be subject to any then existing exclusives or primary use exclusives for
tenants leasing more than 20,000 square feet of space in the Shopping Center.

      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; (b) a transferee or successor by merger, consolidation or
acquisition of Tenant or its parent or subsidiary; or (c) a transferee with a
good business reputation who is acquiring all or substantially all of the stores
of the Tenant in the State of Indiana or the assets of the Tenant, its parent or
subsidiary. Any such assignee or sublessee shall be bound by the terms of this
Lease. Tenant shall deliver to Landlord in the ordinary course of its business
an instrument whereby the assignee or entity succeeding to Tenant's interest
hereunder agrees to be bound by the terms of this Lease.

      (b) Landlord may assign Landlord's interest in this Lease without the
consent of Tenant (a) to any entity to which Landlord transfers its fee interest
in the demised premises provided such entity (i) agrees in writing to be bound
by all the terms of this Lease and (ii) such assignment is pursuant to a bona
fide arm's length transaction not designed to reduce Landlord's liability or to
otherwise exempt Landlord from any provision of this Lease or (b) subject to
Section 12, as security for any indebtedness undertaken by Landlord.

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 judgment 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.

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,

                                       7
<PAGE>

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 the payment of minimum rental called for under Section 5(a),
the estimated monthly amount of Tenant's Proportionate Share of the "Maintenance
Costs" (as defined in Section 16(c) below) for the operation and maintenance of
the common areas as set forth in Section 5(e), One Dollar ($1.00) per square
foot, payable in equal monthly installments of Two Thousand One Hundred
Seventy-two and 42/100 Dollars ($2,172.42) as the estimated monthly amount of
Tenant's Proportionate Share of the "Maintenance Costs" (as defined in Section
16(c) below) for the operation and maintenance of the common areas.

      (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
worker'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 commercial general
liability insurance and property insurance for property in the common areas
which are not part of the building and/or demised premises; 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 (all of the foregoing are
collectively referred to herein as "Maintenance Costs").

      (c) Landlord shall maintain accurate and detailed records of all
Maintenance Costs for the common areas in accordance with generally accepted
accounting principles. For purposes of this Lease, "Tenant's Proportionate
Share" shall be the product of the applicable cost or expense multiplied by a
fraction, the numerator of which shall be the gross leasable area (expressed in
square feet) of the demised premises and the denominator of which shall be the
gross leasable area (expressed in square feet) of all leasable space in the
Shopping Center. Tenant's Proportionate Share of the Shopping Center is
presently nine and one hundred and sixty two thousands percent (9.162%), which
amount is subject to change from time to time during the term of this Lease.

      (d) The actual amount of Tenant's Proportionate Share of all Maintenance
Costs shall be computed by Landlord within one hundred eighty (180) 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 of the premises
or the gross leasable area of a building occurring during such accounting year).
Any excess payments from Tenant shall be applied to the next installments of the
Maintenance Costs hereunder, or refunded by Landlord. Any underpayments by
Tenant shall be paid to Landlord within thirty (30) days after receipt of such
reconciliation statement. Tenant's estimated monthly Maintenance Cost hereunder
may be adjusted by written notice from Landlord. Notwithstanding anything
contained in this Section 16 to the contrary, Landlord and Tenant agree that the
actual amount of

                                       8
<PAGE>

Tenant's Proportionate Share of Maintenance Costs, excluding costs for snow and
ice removal, shall not increase by more than five percent (5%) in any lease year
over the previous lease year, and that Tenant's Proportionate Share of
Maintenance Costs for the first lease year, excluding costs for snow and ice
removal, shall not exceed One Dollar ($1.00) per square foot.

      (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. Tenant agrees that no contingency fee
auditors shall be employed by Tenant for the purpose of conducting any such
audit. 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. The entire award paid on account thereof shall be paid to the
Landlord. If the portion of the demised premises not taken cannot be 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 and
Tenant shall have no claim for any compensation on account of its leasehold
interest. 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 and Tenant shall have no claim for any compensation on
account of its leasehold interest.

      (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.

                                       9
<PAGE>

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 therefore or
liability for any of the foregoing and Tenant hereby releases Landlord from such
liability.

SECTION 20. USE AND OCCUPANCY

      (a) Tenant agrees to initially open and operate a DSW for the retail sales
of shoes and other footwear in the demised premises, fully staffed and stocked
and equivalent to other DSW stores operated by Tenant in the State of Indiana.
The demised premises during the term of this Lease shall be occupied for the
operating and conducting therein of a retail shoe store or any other lawful
retail purpose. Any use other than a retail shoe store shall be consistent with
the then existing character of the Shopping Center, and shall not violate those
exclusives and prohibited uses set forth on Exhibit "E" attached hereto and made
a part hereof, which are the exclusives and prohibited uses in effect for the
Shopping Center as of the date hereof, for so long as and to the extent said
exclusives and prohibited uses are still in full force and effect, as well as
exclusives and prohibited uses hereafter granted for tenants leasing more than
20,000 square feet of space elsewhere within the Shopping Center, for so long as
and to the extent said exclusives are still in full force and effect.

      (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 the extent
Landlord has control) 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 (the "Exclusive Use"). The foregoing limitation shall not apply to (i)
typical shoe departments found in department stores, junior department stores,
general merchandise and discount store, sporting goods stores and clothing
retailers, such as Target, Marshalls, Kohl's, Old Navy, Finish Line and similar
type stores; (ii) the existing tenants or their successors or assigns at the
Shopping Center which presently have the right to sell shoes and other footwear,
as set forth on Exhibit "E"; or (iii) any existing leases at the Shopping Center
as same may be renewed, extended, modified or amended (except that no such
renewal, extension, modification or amendment shall grant tenant the right to
engage in the Exclusive Use where such tenant did not previously have that
right).

      (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 or left vacant 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 minimum rent and additional rent and other
charges, under this Lease without the express written consent of Landlord. In
the event Tenant fails to (i) open and operate within ninety (90) days after
delivery of the demised premises or (ii) 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 fails to open and
operate as provided above or shall cease operating as provided above, Landlord's
sole remedy on account thereof shall be limited to the right to elect to
recapture the premises and terminate the Lease, whereupon there shall be no
further liability of the parties hereunder. Such termination shall be effective
upon written notice

                                       10
<PAGE>

to Tenant any time prior to Tenant reopening for business in the demised
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 demised premises within sixty (60) days, followed by
Tenant's actually reopening for business fully stocked in substantially all of
the demised premises within such sixty (60) day period, which notice and actual
reopening shall toll Landlord's right to recapture.

      (d) Landlord and Tenant agree that no space in the Shopping Center,
including the demised premises, shall be used as a bowling alley, deep discount
retailer, theater showing either film, television or the like or live
entertainment, health club, bar, games/amusement room, indoor playground, adult
bookstore or flea market.

      (e) Tenant agrees that the demised premises may not be used for the
operation of a bingo parlor, bar, tavern, restaurant, cocktail lounge, adult
book or adult video store (defined for the purposes hereof as a store devoting
ten percent (10%) or more of its floor space to offering books and/or video
materials for sale or for rent which are directed to or restricted to adult
customers due to sexually explicit subject matter or for any other reason making
it inappropriate for general use), adult theater or "strip-tease" establishment,
mobile home park, trailer court, labor camp, junkyard, or stockyard, motel,
hotel or other long term residential use, dumping, disposing, incineration or
reduction of garbage, any fire sale, bankruptcy sale (unless pursuant to a court
order) or auction house operation, automotive maintenance or automotive repair
facility, warehouse, car wash, pawn shop, check cashing service, establishment
selling second hand goods, flea market, entertainment or recreational facility
(as defined below), training or educational facility (as defined below); the
renting, leasing, selling or displaying of any boat, motor vehicle or trailer;
industrial or manufacturing purposes; a carnival, circus or amusement park; a
gas station, facility for the sale of paraphernalia for use with illicit drugs,
funeral home, blood bank or mortuary, gambling establishment, banquet hall,
auditorium or other place of public assembly, second-hand or surplus store, gun
range; the sale of fireworks; a veterinary hospital or animal raising facility;
the storage of goods not intended to be sold from the Center; a video rental
store, karate center, central laundry or dry cleaning plant, supermarket or any
facility which is illegal or dangerous, constitutes a nuisance, emits offensive
odors, fumes, dust or vapors or loud noise or sounds or is inconsistent with
community oriented shopping centers. For the purposes of this Section 20(e), the
phrase "entertainment or recreational facility" shall include, without
limitation, a movie or live theater or cinema, bowling alley, skating rink, gym,
health spa or studio, dance hall or night club, billiard or pool hall, massage
parlor, health club, game parlor or video arcade (which shall be defined as any
store containing more than five (5) electronic games) or any other facility
operated solely for entertainment purposes (such as a "laser tag" or "virtual
reality" theme operation). For the purposes of this Section 20(e), the phrase
"training or educational facility" shall include, without limitation, a beauty
school, nail salon, barber college, reading room, place of instruction or any
other operation catering primarily to students or trainees as opposed to
customers.

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 and insured refuse collection contractor
to timely remove refuse therefrom and the location of the container shall be
approved by Landlord.

                                       11
<PAGE>

SECTION 23. DESTRUCTION OF PREMISES

      (a) Landlord shall at all times during the term of this Lease carry
property insurance on the building containing the demised premises, including
the "Structural Portions" (defined in Section 24(a) below) and common utility
lines up to the point they serve individual tenant's premises. 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 or otherwise owned by Tenant.
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 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. Anything contained in this Section 23 to the contrary
notwithstanding, Landlord's restoration and repair obligations under Section 23
shall in no event include restoration or repair of Tenant's Work or
improvements.

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 be repaired or replaced
as necessary, at the sole cost and expense of Tenant. "Structural Portions"
shall mean only the following: (vi) foundations; (vii) exterior walls except for
interior faces); (viii) concrete slabs; (ix) the beams and columns bearing the
main load of the roof; and (x) the floors (but not floor coverings).

                                       12
<PAGE>

      (b) Notwithstanding the provisions of Section 24(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) HVAC unit(s), equipment and systems (including all
components thereof) in the demised premises; (iii) damage to Tenant's
improvements or personal property caused by any casualty, burglary, break-in,
vandalism, acts of terrorism, war or act of God; and (iv) damages caused to
structure or building as a result of burglary or break-in. 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. Nevertheless, Landlord shall be obligated to replace all HVAC components
as and when necessary so long as Tenant has fulfilled its obligations under
Section 25(a)(ii) below. 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.

      (d) Landlord shall assign to Tenant all warranties covering all matters
required by the terms hereof to be repaired and maintained by Landlord.

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 HVAC unit(s), equipment and systems (including all components thereof)
serving the demised premises; (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 National Fire Protection Association standards and current local and state
fire protection standards to ensure property operation, and as required by
Section 27(b) below.

      (b) 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 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
Chuck Seall, Commercial Property Manager at 1798 Frebis Avenue, Columbus, Ohio
43206-3764 at (614) 445-8461, in the event the sprinkler system in the demised
premises is ever shut 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. 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, but excluding
repairs or replacements that arise from (x) repairs, installations alterations,
or improvements made by or for Tenant or anyone claiming under Tenant, or (y)
the fault or misuse of Tenant or anyone claiming under Tenant, such cost shall
be fifty percent (50%) borne by Landlord and fifty percent (50%) borne by
Tenant. Tenant, at Tenant's sole cost and expense, shall replace all sprinkler
heads due to repairs, installations, alterations, or improvements made by or for
Tenant or anyone claiming under Tenant, the fault or misuse of Tenant or anyone
claiming under Tenant, painting or environmental exposure from Tenant's
operations. All other costs of maintaining the sprinkler system in the demised
premises shall be paid by Tenant.

      (c) 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 annual interest at the Interest Rate. Landlord shall not be liable to
Tenant

                                       13
<PAGE>

for any loss or damage that may accrue to Tenant's stock or business by reason
of such work or its results.

      (d) 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.

      (e) Tenant shall pay promptly when due the entire cost of work in the
demised premises undertaken by Tenant under this Lease (including, but not
limited to, Tenant's Work and/or alterations permitted under Section 8 of this
Lease) 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 any 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 save 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 any such work.

SECTION 26. COVENANT OF TITLE AND PEACEFUL POSSESSION

      Subject to the provisions of Section 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.

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

      (a) Tenant's Property Insurance. Tenant agrees to procure and maintain
during the demised term a property insurance policy written on the causes of
loss-special form (also referred to as the special extended coverage form), or
the most broad property insurance form then available, insuring against loss of,
or damage to, Tenant's property, in, on or about the demised premises. Such
property insurance shall include coverage (whether by additional policies,
endorsements or otherwise): (i) against earthquake and flood; (ii) for plate
glass; (iii) in an amount equal to the full insurable replacement cost, without
deduction for depreciation; (iv) with an agreed valuation provision in lieu of,
or in an amount sufficient to satisfy, any co-insurance clause; (v) against
inflation (also known as inflation guard); (vi) for any costs due to ordinances
or laws; and (vii) as Landlord may from time to time reasonably require Tenant
to procure and maintain. 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 and Tenant agrees that its property insurance
policies required hereunder shall include a waiver of subrogation recognizing
this release from liability.

      (b) Boiler and Machinery Insurance. Tenant agrees to maintain a
comprehensive boiler and machinery policy on a full repair and replacement cost
basis, and further in accordance with the requirements of Section
27(a)(iii)-(vi) above, with an admitted, reputable insurance carrier covering
property damage as a result of a loss from boiler(s), pressure vessel(s), HVAC
equipment, or other electrical or mechanical apparatus within or servicing the
demised premises, furniture, fixtures, equipment and inventory together with
property of others in the care, custody and control of Tenant. The deductible
for property damage under such policy shall not exceed Five Thousand Dollars
($5,000.00) per occurrence.

      (c) Additional Tenant Insurance. Tenant's insurance required under Section
(27(a) and (b) above shall also include business income coverage against any
interruption (including

                                       14
<PAGE>

utility interruption) in Tenant's business (whether direct, indirect, contingent
or interdependent), including, but not limited to, coverage for Tenant's
leasehold interests and obligations to continue paying all rental amounts
hereunder, lost revenues and income, and extra expense. Such coverage should be
for a period of at least twelve (12) months, with an extended period of
indemnity of at least thirty (30) days. The deductible for such coverage may not
exceed twenty-four (24) hours.

      (d) Tenant's Commercial General Liability Insurance. Tenant agrees to
procure and maintain during the demised term commercial general liability
insurance by a responsible insurance company or companies, with policy limits of
not less than $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate,
and $500,000.00 limits for fire and legal liability, insuring against liability
for losses, claims, demands or actions for bodily injury (including death) and
property damage arising from Tenant's conduct and operation of its business in
and Tenant's use, maintenance and occupancy of, the demised premises and any
areas adjacent thereto, or the acts or omissions of Tenant's employees and
agents. Such commercial general liability policy may be written on a blanket
basis to include the demised premises in conjunction with other premises owned
or operated by Tenant but shall be written such that the required policy limits
herein specifically apply on a per location basis to the demised premises.
Tenant's commercial general liability insurance policy shall further provide:
(i) coverage for defense costs (in excess of policy limits); (ii) contractual
liability coverage; (iii) cross-liability coverage; and, (iv) that Landlord, its
shareholders, officers, directors, employees, and agents, are named as
additional insureds such that (Y) Tenant's policy shall be the primary source of
insurance for such additional insured and (Z) any liability policy carried by
such additional insureds shall be in excess of, and will not contribute with or
to, Tenant's commercial general liability insurance required to be maintained
hereunder. At the time this Lease is executed and thirty (30) days prior to the
expiration of such insurance policy, Tenant shall furnish to Landlord
certificates of insurance evidencing the continuous existence during the term of
this Lease of Tenant's commercial general liability insurance coverage, which
certificates shall include attachment of additional insured endorsement, name
any and all non-standard exclusions or limitations, and provide not less than
thirty (30) days notice of cancellation or termination to Landlord (and any
other additional insured, if applicable). All insurance companies must be
licensed to do business in the state where the premises are located. Tenant
shall further procure and maintain other liability insurance (including, but not
limited to, liquor and pollution insurance) as Landlord may from time to time
reasonably require.

      (e) Worker's Compensation. 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.

      If Tenant hires contractors to do any improvements on the demised
premises, each contractor must provide proof of worker's compensation coverage
on its employees and agents to Landlord.

      (f) Contingent Liability and Builder's Risk Insurance. With respect to any
alterations or improvements by Tenant, Tenant shall maintain contingent
liability and builder's risk coverage naming Landlord as an additional insured,
in compliance with the additional insured requirements set forth in Section
27(d).

      (g) Landlord's Property Insurance. Commencing as of the Commencement Date,
and thereafter throughout the term of this Lease, Landlord shall, at Landlord's
sole cost and expense, provide and maintain or cause to be provided and
maintained a property insurance policy insuring all buildings (and building
additions) improvements in the Center and in the demised premises, and Tenant's
store building (including any permanent improvements to the demised premises
paid for by the Tenant Reimbursement but excluding those items insured by Tenant
as required under this Section 27) for all the hazards and perils normally
covered by the Causes of Loss-Special Form. Said property insurance policy shall
include endorsements for coverage against: (i) earthquake and flood (including,
but not limited to, mud slide, flood hazard or fault area(s), as designated on
any map prepared or issued for such purpose by any governmental authority); and
(ii) increased costs of construction and demolition due to law and ordinance.
The

                                       15
<PAGE>

foregoing property coverage shall be provided in amounts sufficient to provide
one hundred percent (100%) of the full replacement cost of all buildings (and
building additions) and other improvements in the Center and in the demised
premises and Tenant's store building (including any permanent improvements to
the demised premises paid for by Tenant Reimbursement but excluding those items
insured by Tenant as required under this Section 27). If for any reason the
Causes of Loss-Special Form is not customarily used in the insurance industry,
then the property insurance policy then in effect shall at least provide
coverage for the following perils: fire, lightning, windstorm and hail,
explosion, smoke, aircraft and vehicles, riot and civil commotion, vandalism and
malicious mischief, sprinkler leakage, sinkhole and collapse, volcanic action,
earthquake or earth movement, and flood, and increased costs of construction and
demolition due to law, ordinance and inflation. Neither Tenant nor any of its
affiliates or subtenants shall be liable to Landlord for any loss or damage
(including loss of income), regardless of cause, resulting from fire, flood, act
of G-d or other casualty.

      (h) Landlord's Commercial General Liability Insurance. Commencing as of
the Commencement Date, and thereafter throughout the term of this Lease,
Landlord shall, at Landlord's sole cost and expense, provide and maintain or
cause to be provided and maintained a commercial general liability policy,
naming Landlord as an insured (and naming Tenant as an additional insured, said
additional insured's coverage under Landlord's commercial general liability
policy to be primary), protecting Landlord, the business operated by Landlord,
and any additional insureds (including Tenant) against claims for bodily injury
(including death) and property damage occurring upon, in or about the Center
(other than the demised premises and those areas insured by other tenants at the
Center), including Common Areas. Such insurance shall afford protection to the
limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Two
Million Dollars ($2,000,000.00) annual aggregate, and Five Hundred Thousand
Dollars ($500,000.00) with respect to property damage for fire legal liability.
All liability policies shall be written on an occurrence form unless such form
is no longer customarily used in the insurance industry. Landlord may use
commercially reasonable deductibles Landlord customarily carries in the conduct
of its business; however, the amount of such deductibles which may be charged to
Tenant pursuant to Section 12.09 below may not exceed $0.20 per square foot of
gross leasable area of the demised premises in any lease year.

      (i) Landlord's Umbrella. Commencing as of the Commencement Date, and
thereafter throughout the term of this Lease, Landlord shall, at Landlord's sole
cost and expense, provide and maintain or cause to be provided and maintained an
umbrella liability insurance policy with a Ten Million Dollar ($10,000,000.00)
minimum annual aggregate, which umbrella policy (or policies) shall list
Landlord's commercial general liability policy required under this Section 27
and any other liability policy or policies carried by, or for the benefit of,
Landlord as underlying policies. Said umbrella liability policy shall also name
Tenant as an additional insured (said additional insured's coverage under
Landlord's umbrella liability policy to be primary). All liability policies
shall be written on an occurrence form unless such form is no longer customarily
used in the insurance industry.

      (j) Tenant 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 of any covenant or agreement on its part to be performed
under this Lease or, to the extent not required to be insured hereunder, 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.

      (k) Landlord Indemnity. 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, to the extent not required to be insured hereunder, the negligence of
Tenant. The indemnification herein provided shall include all reasonable costs,
counsel fees, expenses and

                                       16
<PAGE>

liabilities incurred in connection with any such claim or any action or
proceeding brought thereon.

SECTION 28. REAL ESTATE TAXES

      (a) Tenant shall pay Tenant's Proportionate Share (as defined in Section
16(c) above) of any "real estate taxes" (defined in Section 28(b) below) imposed
upon the Shopping Center that become due and payable during each lease year
included within the period commencing with the commencement date and ending with
the expiration of the term of this Lease. Tenant shall initially pay to landlord
as additional rental, simultaneously with the payment of minimum rental called
for under Section 5(a), the estimated monthly amount of Tenant's Proportionate
Share of real estate taxes as set forth in Section 5(e) of One and 25/100
Dollars ($1.25) per square foot, payable in equal monthly installments of Two
Thousand Seven Hundred Fifteen and 52/100 Dollars ($2,715.52) as the estimated
amount of Tenant's Proportionate Share of real estate taxes. Within one hundred
twenty (120) days after the end of each accounting year (which Landlord may
change from time to time), Landlord shall provide Tenant with an annual
reconciliation of real estate taxes and a statement of the actual amount of
Tenant's Proportionate Share thereof. Any excess payments from Tenant shall be
applied to the next installments of real estate taxes hereunder, or refunded by
Landlord. Any underpayments by Tenant shall be paid to Landlord within thirty
(30) days after receipt of such reconciliation statement. Tenant's estimated
monthly installment of real estate taxes payable hereunder may be adjusted by
written notice from Landlord.

      (b) 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.

      (c) 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.

      (d) The real estate taxes for any lease year shall be the real estate
taxes that become due and payable during such 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 28.

      (e) Upon request, 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.

      (f) Should the State of Indiana 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 28.

                                       17
<PAGE>

SECTION 29. TENANT'S INSURANCE CONTRIBUTION

      Tenant shall pay as additional rent, Tenant's Proportionate Share (as
defined in Section 16(c) 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, as set forth above in Section
16(b), 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. Tenant's Proportionate Share thereof shall be paid by Tenant within
thirty (30) days after Landlord's demand therefore. Tenant shall initially pay
to Landlord as additional rental, simultaneously with the payment of minimum
rental called for under Section 5(a), the estimated monthly amount of Tenant's
Proportionate Share of such insurance premiums as set forth in Section 5(e), of
Twenty-Five Cents ($0.25) per square foot, payable in equal monthly installments
of Five Hundred Forty-three and 10/100 Dollars ($543.10) as the estimated amount
of Tenant's Proportionate Share of such insurance premiums. Within one hundred
twenty (120) days after the end of each accounting year (which Landlord may
change from time to time), Landlord shall provide Tenant with a reconciliation
of the premiums for the insurance maintained by Landlord hereunder and a
statement of the actual amount of Tenant's Proportionate Share thereof. Any
excess payments from Tenant shall be applied to the next installments of
insurance premiums payable by Tenant hereunder, or refunded by Landlord. Any
underpayments by Tenant shall be paid to Landlord within thirty (30) days after
receipt of such reconciliation statement. Tenant's monthly installment of
insurance premiums payable hereunder may be adjusted by written notice from
Landlord.

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
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 initial 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

      Any consent, waiver, notice, demand, request or response thereto or other
instrument required or permitted to be given under this Lease shall be given by
overnight courier or by certified United States mail, return receipt requested,
postage prepaid: (a) if to Landlord, at the address set forth in Section 1, with
duplicate copies to (i) General Counsel, 1800 Moler Road, Columbus, Ohio 43207
and (ii) President, 1800 Moler Road, Columbus, Ohio 43207; and (b) if to Tenant,
at the address set forth in Section 1 with duplicate copies to (i) General
Counsel, 3241 Westerville Road, Columbus, Ohio 43224-3751 and (ii) Randall S.
Arndt, Esq., Schottenstein Zox & Dunn, 250 West Street, Columbus, Ohio 43215.
Either party may change its address for notices by notice in the manner set
forth above, given at least thirty (30) days in advance. All

                                       18
<PAGE>

such consents, waivers, notices, demands, requests or other instruments shall be
deemed given upon receipt thereof or upon the refusal of the addressee to
receive the same.

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:

            1. Tenant fails to pay any monthly installment of rent within ten
      (10) days after the same shall be due and payable, except for the first
      two (2) times in any consecutive twelve (12) month period, in which event
      Tenant shall have five (5) days after receipt of written notice of such
      failure to pay before such failure shall constitute a default;

            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 as
      required pursuant to this Lease or abandons the demised premises for a
      period of thirty (30) days or substantially ceases to operate its business
      or to carry on its normal activities in the demised premises as required
      pursuant to this Lease.

            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.

            2. Landlord may terminate this Lease or Tenant's right to possession
      under this Lease as of the date of such default, without terminating
      Tenant's obligation to pay rent due hereunder, 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 demised 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

                                       19
<PAGE>

      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 Indiana, or by such
      other proceedings, including reentry and possession, as may be applicable.

            4. If the Tenant shall not remove all of Tenant's property from said
      demised premises as provided in this Lease, Landlord, at its option, may
      remove any or all of said property in any manner that Landlord shall
      choose and store same without liability for loss thereof, and Tenant will
      pay the Landlord, on demand, any and all reasonable expenses incurred in
      such removal and storage of said property for any length of time during
      which the same shall be in possession of Landlord or in storage, or
      Landlord may, upon thirty (30) days prior notice to Tenant, sell any or
      all of said property in such manner and for such price as the Landlord may
      reasonably deem best and apply the proceeds of such sale upon any amounts
      due under this Lease from the Tenant to the Landlord, including the
      reasonable expenses of removal and sale.

            5. 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
      term) or in a single proceeding prior to either the time of reletting or
      the expiration of the term of this Lease.

            6. 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.

            7. Tenant hereby expressly waives any and all rights of redemption
      granted by or under any present or future laws, in the event of eviction
      or dispossession of Tenant by Landlord under any provision of this Lease.
      No receipt of monies by Landlord from or for the account of Tenant or from
      anyone in possession or occupancy of the demised premises after the
      termination of this Lease or after the giving of any notice shall
      reinstate, continue or extend the term of this Lease or affect any notice
      given to the Tenant prior to the receipt of such money, it being agreed
      that after the service of notice or the commencement of a suit, or after
      final judgment for possession of said demised

                                       20
<PAGE>

      premises, the Landlord may receive and collect any rent or other amounts
      due Landlord and such payment shall not waive or affect said notice, said
      suit or said judgment.

      (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/or equity and all such rights and remedies shall
be cumulative and shall not be deemed inconsistent with each other, and any two
or more or all of said rights and remedies may be exercised at the same time or
at different times and from time to time without waiver thereof of any right or
remedy provided or reserved to Landlord. 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) Interest on Past Due Obligations: All monetary amounts required to be
paid by Tenant or Landlord hereunder which are not paid on or before the due
date thereof shall, from and after such due date, bear interest at the Interest
Rate, and shall be due and payable by such party without notice or demand.

      (f) Tenant's Remedies. In the event of default by the Landlord with
respect to the demised premises, 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; provided, however, that any right of
offset available to Tenant shall be subject to the provisions of Section 36
below.

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 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 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 and that all personal liability 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

                                       21
<PAGE>

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 judgment against twenty-five percent (25%) of all minimum
rent and all percentage rental (but no other additional rent components) if not
paid to Tenant by Landlord within thirty (30) days thereafter.

      (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.

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 use
reasonable efforts to mitigate any 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 shall be placed on the demised premises by Tenant except as shall
comply with all applicable governmental codes, restrictions of record in
accordance with Section 7 above, sign criteria established by Landlord for the
Shopping Center, and with the prior written consent of Landlord (not to be
unreasonably withheld) after sign drawings have been submitted to Landlord by
Tenant. Subject to the foregoing, Tenant shall have the right to install its
prototypical signage and awnings on the front of the demised premises as
described on Exhibit "F" attached hereto and made a part hereof. Landlord shall,
at its sole cost and expense, construct, erect and maintain at the location(s)
shown on the Site Plan, pylon sign(s) upon which Tenant's advertising panel
shall be installed. Tenant's advertising panel shall be in the position and
shall otherwise be as shown on Exhibit "F". Landlord hereby approves Tenant's
advertising panel for the pylon sign(s) as shown on said Exhibit "F".
Thereafter, throughout the term of this Lease, Tenant shall have continuous
representation on (a) such pylon sign(s) and any replacement pylon sign(s)
consistent with Exhibit "F" and (b) any new pylon signs erected at the Center,
and Tenant shall have no worse representation on any such new pylon sign(s) than
any other tenant of the Center leasing the same or less square feet of leasable
space as Tenant.

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.

                                       22
<PAGE>

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

      (a) 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 due to the breach of Tenant's
obligations set forth in this Section. 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.

      (b) Landlord hereby represents and warrants that, except as set forth in
that certain Phase I Environmental Site Assessment dated May 22, 2001, prepared
by Tencon, Inc.: (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 minimis 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.

      (c) 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 (unless
introduced by the Tenant, its agents or employees), 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 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 judgment,
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 judgment, 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

                                       23
<PAGE>

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.

      (d) If any hazardous substances are discovered at the Shopping Center and
such hazardous substances were introduced by the Tenant, its agents or employees
or if any asbestos or asbestos containing material is discovered in the demised
premises and such asbestos was introduced by the Tenant, its agents or
employees, and removal, encapsulation or other remediation is required by
applicable laws, the Tenant immediately and with all due diligence and at no
expense to the Landlord shall take all measures 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 Tenant shall
repair and restore any damage caused thereby to the Shopping Center at its
expense. Anything herein to the contrary notwithstanding, if in the Landlord's
reasonable judgment, such removal, encapsulation, remediation and restoration
cannot be completed within one hundred eighty (180) days or the same is not
actually completed by Tenant within such one hundred eighty (180) day period
following the date such hazardous substances or asbestos are discovered and such
condition materially adversely affects the normal business operations in the
Shopping Center or the demised premises, then the Landlord may terminate this
Lease by written notice to the Tenant within thirty (30) days after such 180 day
period, which notice shall be effective on Tenant's receipt thereof.

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 accruing subsequent to the
date of such sale or transfer, 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: (a) examining the same or
to make any alterations or repairs to the demised premises that Landlord may
deem necessary for its safety or preservation; (b) exhibiting the demised
premises for sale or mortgage financing; (c) 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 "for rent" which notice shall not be removed,
obliterated or hidden by Tenant, provided, however, that any such action by
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

                                       24
<PAGE>

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

      Each party agrees that at any time and from time to time on ten (10) days
prior written request by the other, it will execute, acknowledge and deliver to
the requesting party a statement in writing stating that this Lease is
unmodified and in full force and effect (or, if there have been modifications,
stating the modifications, and that the Lease as so modified is in full force
and effect, and the dates to which the rent and other charges hereunder have
been paid, and such other information as may reasonably re requested, it being
intended that any such statements delivered pursuant to this Section may be
relied upon by any current or prospective purchaser of or any prospective holder
of a mortgage or a deed of trust upon or any interest in the fee or any
leasehold or by the mortgagee, beneficiary or grantee of any security or
interest, or any assignee of any thereof or under any mortgage, deed of trust or
conveyance for security purposes now or hereafter done or made with respect to
the fee of or any leasehold interest in the demised premises

SECTION 50. TENANT'S REIMBURSEMENT

      (a) Landlord shall pay Tenant Three Hundred Thousand Dollars ($300,000.00)
(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 "G". 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. In the event Landlord does not timely
pay the Tenant Reimbursement to Tenant, (a) Landlord shall pay to Tenant
interest on such unpaid amounts the Interest Rate 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.

      (b) Notwithstanding anything to the contrary contained in this Lease, the
Tenant Improvements shall, at all times during the term of this Lease and upon
the expiration or earlier termination of this Lease, be the property of
Landlord. Tenant shall not acquire any interest, equitable or otherwise, in any
Tenant Improvement.

SECTION 51. TENANT'S TERMINATION RIGHT:

      In the event (i) that Tenant's gross sales (as defined in Section 6 of
this Lease) shall be less than Five Million Two Hundred Thousand Dollars
($5,200,000.00) in either of the eighth (8th) or ninth (9th) lease years of the
initial term hereof, and (ii) Tenant was open and operating for business for the
Permitted Use during the Shopping Center's standard business days and hours
during the eighth (8th) and ninth (9th) lease years (unless Tenant was not open
and operating on account of casualty or condemnation), 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 ninth (9th) lease year, to send to Landlord a notice
terminating this Lease as of the last day of the tenth (10th) lease year (the
"Tenant's Termination Date"). 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 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

                                       25
<PAGE>

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 and Tenant shall pay to Landlord, on or before the
Tenant's Termination Date, the sum of One Hundred Thousand Dollars
($100,000.00). In the event Tenant exercises the termination right provided for
in this Section 51, Landlord shall have the right, upon ten (10) 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 sixty (60) 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 commission
to any broker. Each party shall indemnify and hold the other party harmless from
and against any claim or demand by any 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).

SECTION 53. UNAVOIDABLE DELAYS:

      In the event either party hereto (the "Delayed Party") shall be delayed or
hindered in or prevented from the performance of any act required under this
Lease by reason of strikes, lockouts, labor troubles, inability to procure
materials, failure of power, the unforeseen application of restrictive
governmental laws or regulations, riots, insurrection, war, acts of terrorism or
other reason of a like nature not the fault of the Delayed Party in performing
work or doing acts required under the terms of this Lease, then performance of
such act shall be excused for the period of the delay, and the period for the
performance of any such act shall be extended for a period equivalent to the
period of such delay, provided that the Delayed Party notified the other party
within fifteen (15) days of the Delayed Party being informed of the occurrence
of the event causing such delay. The provisions of this Section 53 shall not
operate to excuse either party from the payment of any rental or other monetary
sums due under the terms of this Lease.

SECTION 54. TIMELY EXECUTION OF LEASE

      Landlord and Tenant agree that this Lease, and the parties' obligations
hereunder, shall automatically be null and void and this Lease shall terminate
automatically without further action of the parties if both parties do not
execute this Lease and both parties have not received an original thereof within
sixty (60) days after the date of execution hereof by the first party to execute
this Lease.

SECTION 55. ACCORD AND SATISFACTION

      No payment by Tenant or receipt by Landlord of a lesser amount than the
entire rent and all other additional rents and charges hereunder shall be deemed
to be other than payment on account of the earliest stipulated rent and other
additional rents and charges hereunder, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment for rent or other
additional rent and charges be deemed an accord and satisfaction, and Landlord
may accept such check or payment without prejudice to Landlord's right to
recover the balance of such rent and other additional rents and charges or
pursue any other right or remedy available to the Landlord.

SECTION 56. WAIVER OF JURY TRIAL

      The Landlord, Tenant any Guarantor(s) do hereby knowingly, voluntarily and
intentionally waive the right to a trial by jury of any and all issues either
now or hereinafter provided by law in any action or proceeding between the
parties hereto, or their successors, arising directly or indirectly out of or in
any way connected with this Lease or any of its provisions, the Tenant's use or
occupancy of said premises and/or any claim for personal injury or property
damage including, without limitation, any action to rescind or cancel this
Lease, and any claim or defense asserting that this Lease was fraudulently
induced or is otherwise void or

                                       26
<PAGE>

voidable. It is intended that said waiver shall apply to any and all defenses,
rights and/or counterclaims in any action or proceeding at law or in equity.
This waiver is a material inducement for Landlord and Tenant to enter into this
Lease.

SECTION 57. LEASEHOLD FINANCING

      (a) Tenant's Financing Rights. Landlord acknowledges and agrees that
Tenant may from time to time during the term, without the consent of Landlord,
mortgage or otherwise finance and encumber, whether by leasehold deed of trust
or mortgage, collateral assignment of this Lease, lease/sublease-back, and/or
assignment/leaseback, any and/or all of its leasehold estate hereunder, and
property and rights in and to the demised premises granted to it under this
Lease, as security for the payment of an indebtedness (any and all of which are
herein referred to as a "Leasehold Mortgage" and the holder thereof is herein
referred to as "Leasehold Mortgagee"). Any such Leasehold Mortgage shall be a
lien only upon Tenant's leasehold estate hereunder and Tenant's interests in
this Lease. Leasehold Mortgagee or its assigns may enforce such Leasehold
Mortgage and acquire title to the leasehold estate and Tenant's interest in the
Leased Premises in any lawful way, and in connection therewith Leasehold
Mortgagee may take possession of and rent the demised premises.

      (b) Cooperation with Leasehold Mortgagee. Tenant shall notify Landlord
(and any Fee Mortgagee, as hereinafter defined in Section 57(c) below), in the
manner hereinafter provided for the giving of notice, of the execution of such
Leasehold Mortgage and the name and place for service of notice upon Leasehold
Mortgagee. Upon such notification of Landlord that Tenant has entered into a
Leasehold Mortgage, Landlord hereby agrees for the benefit of such Leasehold
Mortgagee, and upon written request by Tenant, to execute and deliver to Tenant
and Leasehold Mortgagee: (i) the "Landlord's Agreement" containing terms
substantially identical to the terms of the document so entitled attached hereto
and made a part hereof as Exhibit "H", and (ii) the "Landlord's Waiver"
containing terms substantially identical to the terms of the document so
entitled attached hereto and made a part hereof as Exhibit "I". Landlord further
agrees that it will comply with all of the covenants and obligations contained
in said documents.

      (c) Fee Mortgagee. In the event that, at any time prior to the execution
of this Lease and the recordation of the memorandum of lease in accordance with
Section 48 hereof, Landlord has mortgaged or otherwise encumbered the fee title
to the Premises, and provided Tenant is not in default hereunder, Landlord shall
deliver to Tenant, if the holder of any such mortgage or encumbrance (the "Fee
Mortgagee") requests, a "Recognition and Non-Disturbance Agreement" containing
terms substantially identical (including the terms set forth in Section 12(a)
hereof regarding subordination of Lease) to the terms of the document so
entitled attached hereto and made a part hereof as Exhibit "J", duly executed by
such Fee Mortgagee.

                                       27
<PAGE>

      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:

                                       KSK SCOTTSDALE MALL, L.P.
                                       a Delaware limited partnership

                                       By:   JUBILEE-SCOTTSDALE LLC
                                             an Ohio limited liability company
                                       Its:  General Partner

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

                                                  By:  SCHOTTENSTEIN
                                                       PROFESSIONAL ASSET
                                                       MANAGEMENT
                                                       CORPORATION
                                                       a Delaware corporation
                                                  Its: General Partner

/s/ PAMELA PORTER
-------------------------------

Print Name: Pamela Porter

/s/ Michelle Jackson                              By: /s/ JAY SCHOTTENSTEIN
-------------------------------                       -------------------------

Print Name: Michelle Jackson                      Its: President & Chairman

                                       TENANT:

                                       SHONAC CORPORATION,
                                       an Ohio corporation

/s/ Melinda Holmes                     By: /s/ Timothy McDougall
-------------------------------           -------------------------

Print Name: Melinda Holmes

/s/ ROBENA SEALEY                      Its: Vice President of Real State
-------------------------------

Print Name: Robena Sealey

                                       28
<PAGE>

STATE OF OHIO      :
                   : SS.
COUNTY OF FRANKLIN :

      The foregoing instrument was acknowledged before me this 8th day of
December, 2004, by Jay L. Schottenstein, of Schottenstein Professional Asset
Management Corporation, a Delaware corporation, general partner of Jubilee
Limited Partnership, member of Jubilee-Scottsdale LLC, an Ohio limited liability
company, general partner of KSK-Scottsdale Mall, L.P., a Delaware limited
partnership, for and on behalf of said limited partnership.

                                                     /s/ Michelle Jackson
                                                     ---------------------------
                                                     Notary Public

        [NOTARIAL SEAL]

    MICHELLE LYNCH JACKSON
 Notary Public, State of Ohio
My Commission Expires 09-30-06

STATE OF OHIO      :
                   : SS.
COUNTY OF FRANKLIN :

      The foregoing instrument was acknowledged before me this 30 day of
November, 2004, by Timothy McDougall, VP of Real Estate of Shonac Corporation,
an Ohio corporation, for and on behalf of said corporation.

                                                /s/ Melinda Holmes
                                                --------------------------------
                                                Notary Public

                                                         MELINDA HOLMES
                                                MY COMMISSION EXPIRES ON 9/17/06
                                                   NOTARY PUBLIC-STATE OF OHIO


                                       29
<PAGE>

                                  EXHIBIT "A-l"

                                    SITE PLAN

                                   [SITE PLAN]

<PAGE>

                                 EXHIBIT "A-2"

                      LEGAL DESCRIPTION OF SHOPPING CENTER

The KSK Parcel is described as follows:

PARCEL I: A PARCEL BEING PART OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF
SECTION 30, TOWNSHIP 37 NORTH, RANGE 3 EAST, CITY OF SOUTH BEND, CENTRE
TOWNSHIP, ST. JOSEPH COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT THE
NORTHWEST CORNER OF SAID QUARTER; THENCE SOUTH 89 degrees 54'37" EAST (BEARING
ASSUMED) ALONG THE NORTH LINE OF SAID QUARTER, A DISTANCE OF 260.00 FEET TO THE
POINT OF BEGINNING; THENCE CONTINUING ALONG SAID NORTH LINE, A DISTANCE OF
1052.00 FEET; THENCE SOUTH 00 degrees 05'11" WEST, A DISTANCE OF 870.00 FEET;
THENCE NORTH 89 degrees 59'16" EAST, A DISTANCE OF 53.00 FEET; THENCE SOUTH 00
degrees 04'32" WEST, A DISTANCE OF 150.00 FEET; THENCE SOUTH 89 degrees 55'20"
EAST, TO THE WEST LINE OF SCOTTSDALE ADDITION, SECTION "A", A DISTANCE OF 484.86
FEET; THENCE SOUTH 00 degrees 25'08" EAST, ALONG SAID WEST LINE TO THE NORTH
RIGHT-OF-WAY OF U.S. ROUTE 20 BYPASS, A DISTANCE OF 156.52 FEET; THE NEXT (8)
CALLS BEING ON THE NORTH SAID RIGHT-OF-WAY; THENCE DEED: SOUTH 69 degrees 58'00"
WEST, A DISTANCE OF 421.39 FEET, (MEASURED: SOUTH 70 degrees 28'36" WEST, 313.64
FEET AND SOUTH 70 degrees 27'31" WEST, 106.22 FEET) TO THE SOUTH LINE OF SAID
NORTH HALF; THENCE ALONG SAID NORTH LINE, NORTH 89 degrees 52'45" WEST, A
DISTANCE OF 1397.83 FEET; THENCE NORTH 0 degrees 05'50" EAST, ALONG THE EAST
SIDE OF A TRACT PURCHASED BY I.D.O.T. FOR RIGHT-OF-WAY, A DISTANCE OT 788.54
FEET; THENCE NORTH 89 degrees 27'44" WEST, TO THE EAST RIGHT-OF-WAY LINE
(COUNTY), A DISTANCE OF 19.84 FEET; THENCE ALONG THE SAID EAST RIGHT-OF-WAY LINE
SOUTH 0 degrees 04'21" EAST A DISTANCE OF 788.69 FEET; THENCE NORTH 89 degrees
52'45" WEST, A DISTANCE OF 40.00 FEET TO THE WEST LINE OF SAID QUARTER SECTION;
THENCE NORTH 00 degrees 00'00" EAST ALONG SAID WEST LINE, A DISTANCE OF 1046.67
FEET; THENCE SOUTH 89 degrees 54'26" EAST, A DISTANCE OF 260.00 FEET; THENCE
NORTH 00 degrees 00'00" EAST, A DISTANCE OF 270.00 FEET TO THE POINT OF
BEGINNING.

PARCEL II: A PARCEL OF LAND IN THE SOUTHWEST QUARTER OF SECTION 30, TOWNSHIP 37
NORTH, RANGE 3 EAST, DESCRIBED AS FOLLOWS, VIZ: BEGINNING ON THE WEST LINE OF
SAID SECTION 30 AT A POINT 811 FEET, NORTH OF THE SOUTHWEST CORNER OF SAID
SECTION; RUNNING THENCE NORTH A DISTANCE OF 508.8 FEET; THENCE EAST 1,787.41
FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF SAID SECTION, 507.7 FEET;
THENCE WEST 1,787.41 FEET TO THE PLACE OF BEGINNING.

EXCEPTING FROM SAID PARCEL II THE FOLLOWING DESCRIBED TRACTS:

TRACT I: A PART OF THE SOUTHWEST QUARTER OF SECTION 30, TOWNSHIP 37 NORTH; RANGE
3 EAST, ST. JOSEPH COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT THE
SOUTHWEST CORNER OF SAID SECTION; THENCE NORTH 0 degrees 28'44" WEST 1,145.44
FEET ALONG THE WEST LINE OF SAID SECTION TO THE SOUTHWEST CORNER OF THE REAL
ESTATE AS DESCRIBED IN CAUSE NO. G-1397 IN THE CIRCUIT COURT OF ST. JOSEPH
COUNTY, INDIANA; THENCE NORTH 89 degrees 38'00' EAST '30.00 FEET ALONG THE SOUTH
LINE OF SAID REAL ESTATE AS DESCRIBED IN SAID CAUSE NO. G-1397 TO THE EAST
BOUNDARY OF MIAMI HIGHWAY AND THE POINT OF BEGINNING OF THIS DESCRIPTION: (1)
THENCE NORTH 89 degrees 38'00' EAST 27.21 FEET ALONG SAID SOUTH LINE; (2) THENCE
SOUTH 0 degrees 23'00" EAST 198.40 FEET; (3) THENCE NORTH 81 degrees 29'18" EAST
162.54 FEET; (4) THENCE NORTH 3 degrees 13'00" WEST 40.00 FEET; (5) THENCE
NORTHEASTERLY 328.34 FEET ALONG AN ARC TO THE LEFT AND HAVING A RADIUS OF
1,759.86 FEET AND SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 81 degrees
26'18" EAST AND A LENGTH OF 327.87 FEET; (6) THENCE SOUTH 13 degrees 54'23" EAST
40.00 FEET; (7) THENCE NORTHEASTERLY 192.47 FEET ALONG AN ARC TO THE LEFT AND
HAVING A RADIUS OF 1,799.86 FEET AND SUBTENDED BY A LONG CHORD HAVING

<PAGE>

A BEARING OF NORTH 73 degrees 01'48' EAST AND A LENGTH OF 192.37 FEET; (8)
THENCE NORTH 69 degrees 58'00" EAST 45.77 FEET; (9) THENCE NORTH 72 degrees
49'45" EAST 200.25 FEET; (10) THENCE NORTH 69 degrees 58'00. EAST 514.95 FEET TO
THE SOUTH LINE OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID
SECTION; (11) THENCE NORTH 89 degrees 38'00' EAST 336.68 FEET ALONG SAID SOUTH
LINE TO THE NORTH CORNER OF LOT 186 AS SHOWN ON THE RECORDED PLAT OF SCOTTSDALE
ADDITION, SECTION "D" IN THE PLAT 21, PAGE "S" IN THE OFFICE OF THE RECORDER OF
ST. JOSEPH COUNTY, INDIANA; (12) THENCE SOUTH 0 degrees 23'44" EAST 113.22 FEET
ALONG THE WEST LINE OF SAID LOT 186; (13) THENCE SOUTH 69 degrees 58'00" WEST
494.09 FEET; (14) THENCE SOUTH 71 degrees 00'59" WEST 545.86 FEET; (15) THENCE
SOUTH 70 degrees 23'18" WEST 168.10 FEET TO THE SOUTH LINE OF THE OWNER'S LAND;
(16) THENCE SOUTH 89 degrees 42'05" WEST 619.10 FEET ALONG THE SOUTH LINE OF THE
OWNER'S LAND TO THE EAST BOUNDARY OF MIAMI HIGHWAY; (17) THENCE NORTH 0 degrees
23'44" WEST 334.44 FEET ALONG THE BOUNDARY OF SAID MIAMI HIGHWAY TO THE POINT OF
BEGINNING.

TRACT II: A PART OF THE SOUTHWEST QUARTER OF SECTION 30, TOWNSHIP 37 NORTH,
RANGE 3 EAST, ST. JOSEPH COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT
THE SOUTHWEST COMER OF SAID SECTION; THENCE NORTH 0 degrees 28'44" WEST 1,257.40
FEET ALONG THE WEST LINE OF SAID SECTION TO THE NORTHWEST CORNER OF THE REAL
ESTATE AS DESCRIBED IN CAUSE NO. G-1397 IN THE CIRCUIT COURT OF ST JOSEPH
COUNTY, INDIANA; THENCE NORTH 89 degrees 38'00. EAST 30.00 FEET ALONG THE NORTH
LINE OF SAID REAL ESTATE AS DESCRIBED IN CAUSE NO. G-1397 TO THE EAST BOUNDARY
OF MIAMI HIGHWAY AND THE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE NORTH 0
degrees 28'44" WEST 62.00 FEET ALONG THE BOUNDARY OF SAID MIAMI HIGHWAY TO THE
SOUTH LINE OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION;
THENCE NORTH 89 degrees 38'00. EAST 27.50 FEET ALONG SAID SOUTH LINE; THENCE
SOUTH 0 degrees 23'00" EAST 62.00 FEET TO THE NORTH LINE OF SAID REAL ESTATE AS
DESCRIBED IN SAID CAUSE NO. G-1397; THENCE SOUTH 89 degrees 38'00" WEST 27.40
FEET ALONG THE NORTH LINE OF SAID REAL ESTATE DESCRIBED IN SAID CAUSE NO. G-1397
TO THE POINT OF BEGINNING.

PARCEL III: RIGHTS AND BENEFITS OF A NON-EXCLUSIVE EASEMENT AS CREATED IN AN
INSTRUMENT DATED SEPTEMBER 23, 1970 AND RECORDED SEPTEMBER 15, 1971 IN
MISCELLANEOUS RECORD 265, PAGES 96-185, BOTH INCLUSIVE, AND DESCRIBED AS
FOLLOWS: A TRACT OF LAND SITUATED IN THE SOUTHWEST QUARTER OF SECTION 30,
TOWNSHIP 37 NORTH, RANGE 3 EAST, ST. JOSEPH COUNTY, INDIANA, DESCRIBED AS
FOLLOWS, VIZ: BEGINNING AT A POINT ON A LINE THAT BEARS, SOUTH 89 degrees 55'20"
EAST 1,312 FEET EASTERLY FROM THE WEST QUARTER SECTION CORNER OF SAID SECTION
30; THENCE SOUTH 00 degrees 04'40" WEST 870 FEET; THENCE SOUTH 89 degrees 55'20"
EAST 53 FEET; THENCE SOUTH 00 degrees 04'40" WEST 150 FEET; THENCE SOUTH 89
degrees 55'20" EAST 484.86 FEET TO THE WESTERN BOUNDARY OF THE PLAT OF
SCOTTSDALE ADDITION, SECTION "A" AS RECORDED IN THE OFFICE OF THE RECORDER OF
ST. JOSEPH COUNTY, INDIANA; THENCE NORTH 00 degrees 00'24" EAST 790.00 FEET;
THENCE NORTH 89 degrees 55'20" WEST 199.99 FEET; THENCE NORTH 00 degrees 04'40"
EAST 230 FEET; THENCE NORTH 89 degrees 55'20" WEST 337.98 FEET TO THE PLACE OF
BEGINNING.

PARCEL IV: RIGHTS AND BENEFITS OF A NON-EXCLUSIVE EASEMENT AS CREATED IN AN
INSTRUMENT DATED JUNE 1, 1973 AND RECORDED JULY 3, 1973 IN DEED RECORD 773,
PAGES 278-289, BOTH INCLUSIVE AND DESCRIBED AS FOLLOWS: BEGINNING ON THE SOUTH
LINE OF IRELAND ROAD 157.9 FEET WEST OF THE NORTHWEST COMER OF LOT 9 OF THE PLAT
OF SCOTTSDALE ADDITION SECTION "A", SOUTH BEND, INDIANA; THENCE TO THE LEFT ON A
CURVE HAVING A RADIUS OF 50.89 FEET AND LIMITED TO IN LENGTH OF A CHORD OF 55.4
FEET, TO A POINT 36.1 FEET SOUTH OF THE SOUTH LINE OF IRELAND ROAD; THENCE NORTH
36.1 FEET TO THE SOUTH LINE OF SAID IRELAND ROAD; THENCE EAST 42.1 FEET ALONG
THE SAID SOUTH LINE OF IRELAND ROAD TO THE PLACE OF BEGINNING.

<PAGE>

PARCEL V: A TRACT OF LAND SITUATED IN THE SOUTHWEST QUARTER (1/4) OF SECTION 30,
TOWNSHIP 37 NORTH, RANGE 3 EAST, ST. JOSEPH COUNTY, INDIANA DESCRIBED AS
FOLLOWS, VIZ:

BEGINNING AT A POINT ON A LINE THAT BEARS SOUTH 89 DEGREES 55 MINUTES 20 SECONDS
EAST 1312 FEET EASTERLY FROM THE WEST QUARTER SECTION CORNER OF SAID SECTION 30;
THENCE SOUTH 00 DEGREES 04 MINUTES, 40 SECONDS WEST 870 FEET; THENCE SOUTH 89
DEGREES, 55 MINUTES 20 SECONDS EAST 53 FEET; THENCE SOUTH 00 DEGREES 04 MINUTES
40 SECONDS WEST 150 FEET; THENCE SOUTH 89 DEGREES 55 MINUTES 20 SECONDS EAST
484.86 FEET TO THE WESTERN BOUNDARY OF THE PLAT OF SCOTTSDALE ADDITION, SECTION
"A" AS RECORDED IN THE OFFICE OF THE RECORDER OF ST. JOSEPH COUNTY, INDIANA;
THENCE NORTH 00 DEGREES 00 MINUTES 24 SECONDS EAST 790.00 FEET; THENCE NORTH 89
DEGREES 55 MINUTES 20 SECONDS WEST 199.99 FEET; THENCE NORTH 00 DEGREES 04
MINUTES 40 SECONDS EAST 230 FEET; THENCE NORTH 89 DEGREES 55 MINUTES 20 SECONDS
WEST 337.98 FEET TO THE PLACE OF BEGINNING.

EXCEPTING THEREFROM THE LAND DESCRIBED AS FOLLOWS:

PART OF THE SOUTHWEST QUARTER OF SECTION 30, TOWNSHIP 37 NORTH, RANGE 3 EAST,
CENTRE TOWNSHIP, CITY OF SOUTH BEND, ST. JOSEPH COUNTY, INDIANA, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 30;
THENCE SOUTH 89 DEGREES 55 MINUTES 20 SECONDS EAST ALONG THE NORTH LINE OF SAID
SOUTHWEST QUARTER, A DISTANCE OF 1650.10 FEET; THENCE SOUTH 00 DEGREES 02
MINUTES 28 SECONDS EAST, A DISTANCE OF 40.00 FEET TO THE SOUTH RIGHT OF WAY LINE
OF IRELAND ROAD AND POINT OF BEGINNING; THENCE CONTINUING SOUTH 00 DEGREES 02
MINUTES 28 SECONDS EAST ALONG THE WEST LINE OF A PARCEL OF LAND RECORDED UNDER
DEED RECORD BOOK 801, PAGE 607 IN THE OFFICE OF RECORDER OF SAID COUNTY, A
DISTANCE OF 189.23 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL; THENCE SOUTH 89
DEGREES 47 MINUTES 07 SECONDS EAST, A DISTANCE OF 201.27 FEET TO THE WEST LINE
OF SCOTTSDALE ADDITION SECTION A AS RECORDED IN PLAT BOOK 21, PAGE S-l, IN SAID
RECORDER'S OFFICE; THENCE SOUTH 00 DEGREES 13 MINUTES 05 SECONDS WEST ALONG SAID
SECTION A, A DISTANCE OF 790.05 FEET; THENCE SOUTH 00 DEGREES 58 MINUTES 09
SECONDS EAST ALONG SAID SECTION A, A DISTANCE OF 155.89 FEET TO THE NORTH RIGHT
OF WAY LINE OF THE U.S. 20 BYPASS; THENCE SOUTH 70 DEGREES 20 MINUTES 06 SECONDS
WEST ALONG SAID NORTH RIGHT OF WAY LINE, A DISTANCE OF 485.35 FEET; THENCE NORTH
19 DEGREES 32 MINUTES 29 SECONDS WEST, A DISTANCE OF 291.67 FEET; THENCE NORTH
45 DEGREES 12 MINUTES 45 SECONDS EAST, A DISTANCE OF 127.75 FEET; THENCE NORTH
00 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 106.56 FEET; THENCE SOUTH
90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 7.97 FEET; THENCE NORTH 00
DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 190.82 FEET; THENCE NORTH 90
DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF 105.34 FEET; THENCE NORTH 00
DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 199.03 FEET; THENCE NORTH 90
DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF 94.50 FEET; THENCE NORTH 00
DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 161.97 FEET; THENCE NORTH 89
DEGREES 59 MINUTES 48 SECONDS WEST, A DISTANCE OF 117.66 FEET; THENCE NORTH 00
DEGREES 04 MINUTES 40 SECONDS EAST, A DISTANCE OF 276.76 FEET TO THE SOUTH RIGHT
OF WAY LINE OF IRELAND ROAD; THENCE SOUTH 89 DEGREES 55 MINUTES 20 SECONDS EAST
ALONG SAID SOUTH RIGHT OF WAY LINE, A DISTANCE OF 35.01 FEET; THENCE SOUTH 00
DEGREES 04 MINUTES 51 SECONDS WEST, A DISTANCE OF 264.32 FEET; THENCE NORTH 90
DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 507.99 FEET; THENCE NORTH 00
DEGREES 07 MINUTES 00 SECONDS WEST, A DISTANCE OF 263.63 FEET TO THE SOUTH RIGHT
OF WAY LINE OF IRELAND ROAD; THENCE SOUTH 89 DEGREES 55 MINUTES 20 SECONDS EAST
ALONG SAID SOUTH RIGHT OF WAY LINE, A DISTANCE OF 29.97 FEET TO THE POINT OF
BEGINNING; SAID DESCRIBED TRACT CONTAINING 12.45 ACRES, MORE OR LESS.

<PAGE>

                                   EXHIBIT "B"

                                 LANDLORD'S WORK

      To be agreed upon by Landlord and Tenant as soon as reasonably possible
based upon Tenant's existing prototype.
<PAGE>
                                   EXHIBIT "C"
                                  TENANT'S WORK

<TABLE>
<CAPTION>
           Task Name                      Total Cost
-------------------------------------   -------------
<S>                                     <C>
Carpet (supplied by DSW and             $   35,000.00
installed by Landlord)
Exterior Store Signage                  $   28,000.00
Register Equipment                      $   22,500.00
Surveillance Camera Equipment           $   20,000.00
Installation all Carpentry              $   18,000.00
Tax (5.75)                              $   16,179.69
Phone System                            $   15,000.00
Corrugated Fixtures                     $   15,000.00
Tower of Power Rack on Wheels           $   15,000.00
Burglar Alarm System                    $   10,000.00
Mirror Benches                          $   10,000.00
Juno Track Lighting Accessories         $    8,500.00
Muzak Music System                      $    6,500.00
30' Best Flex Conveyor                  $    5,500.00
Left Register Counter                   $    4,500.00
Tile (VCT) (supplied by DSW and         $    4,500.00
installed by Landlord)
Locker Units                            $    4,500.00
Handbag H-Unit                          $    4,500.00
6' x 8' DSW Logo (supplied by DSW and   $    4,200.00
installed by Landlord)
14' x 16' Office Counter                $    4,200.00
Right Register Counter                  $    3,500.00
DSW Module Office Furniture             $    3,500.00
Tile (Ceramic) (supplied by DSW and     $    3,500.00
installed by Landlord)
Handbag Wall System                     $    3,200.00
Low Wood Display Tables                 $    2,500.00
High Wood Display Tables                $    2,500.00
Ceramic Entrance Logo (supplied by      $    2,100.00
DSW and installed by Landlord)
Power Lever door hardware (supplied     $    1,700.00
and installed by Landlord)
Breakroom Cabinet Package               $    1,500.00
Large Accessories Sign                  $    1,500.00
Counter Cache                           $    1,500.00
30" x 48" Shelves with rails            $    1,500.00
Wall Mirrors                            $    1,200.00
Right Register Counter ADA              $    1,200.00
Glass for Office                        $    1,200.00
Mat System for Entrance (supplied by    $    1,200.00
DSW and installed by Landlord)
Vacuum                                  $    1,200.00
DSW Safe                                $    1,000.00
Fushion Maple Slatwall                  $    1,000.00
U-Boat Carts                            $    1,000.00
Three Tier Round Table                  $      900.00
DSW Stock Ladder on Wheels              $      750.00
Straight 5 Hook Waterfalls              $      600.00
Chrome Chairs                           $      600.00
Promo Tables                            $      500.00
Stockroom Uprights                      $      500.00
Two Drawer File Cabinet                 $      450.00
Time Clock                              $      350.00
Locker Pad Locks                        $      350.00
Breakroom Chairs                        $      350.00
22" x 60" Black Floor Stand             $      350.00
Shoe Risers (sets of 3)                 $      300.00
Ladder                                  $      260.00
TV VCR Combo                            $      260.00
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
          Task Name                 Total Cost
-------------------------------   --------------
<S>                               <C>
Two Wheeler                       $       250.00
Acrylic Shoe Prop                 $       200.00
Craftman Project Center           $       200.00
6" Slatwall Peghooks              $       160.00
Soap Dispenser (supplied and      $       120.00
installed by Landlord)
7" x 11" Acrylic Signholder       $       113.00
Coat Rack on Wheels               $       100.00
10"x 24" Glass Shelf              $        95.00
Desk Chair                        $        80.00
PETG Sign/Literature Holder       $        79.00
10" Slatwall Adj. Brackets        $        77.00
6' Folding Break Table            $        70.00
11" x 14" Acrylic Signholder      $        60.00
Toe Held Shoe Displayer           $        60.00
X-Braces                          $        50.00
Heel Held Shoe Displayer          $        48.00
3" x 47" Acrylic Lip              $        42.00
Receiving Door Decal              $        40.00
5 1/2" x 7" Plexi Signholder      $        39.00
End Support for Acrylic Lips      $        20.00
4" x 10" Display Shelf            $        18.00
Handbag Display Easel             $        15.00
Center Support for Acrylic Lips   $        14.00
7"x 11" Shovel Base               $        10.00
Glass Shelf Boot Clips            $         6.00
                                  $         0.00
                                  ==============
TOTAL                             $   300,000.00
</TABLE>

<PAGE>

                                   EXHIBIT "E"

                             EXISTING USE EXCLUSIVES

Hacienda Exclusive:

Neither Landlord nor any entity controlled by Landlord will use, lease (or
permit the use, leasing or subleasing of) or sell any space in or portion of the
Landlord's Property or any property contiguous to the Landlord's Property
(including, without limitation, any property that would be contiguous or
adjacent to the Landlord's Property but for any intervening road, street, alley
or highway) owned or controlled now or at any time hereafter by Landlord or any
affiliate of Landlord, to any restaurant serving primarily Mexican, Tex-Mex or
southwestern-style cuisine, including, without limitation, Don Pablo's,
Chi-Chi's, On the Border, Chevy's, Chili's, Qdoba, Carlos Kelly's and Cozymel's.

Radio Shack:

Landlord covenants that during the Lease Term, no space within the Shopping
Center, other than the Demised Premises, or any adjacent property owned by
Landlord, shall be used for (i) the retail sale or display of electronic
equipment and components, including, but not limited to, all types of
telecommunication and transmitting equipment, computers and related accessories,
and audio/video equipment and accessories; or (ii) the connection, installation,
sale, display or promotion of off-premises [internet, on-line, broadband,
narrowband, DSL, cable modem, satellite access services, access devices or
related goods, services, equipment, or accessories which enable or utilize
connection to what is commonly known today as the "Internet" or any enhancement
thereof or successor thereto (the "Protected Merchandise"). The foregoing
limitation shall not apply to (i) any tenant occupying a single rentable area of
5,000 square feet or more; and (ii) any tenant located in the Shopping Center
which is relocating within the Shopping Center.

Logan's:

Provided Tenant is open and operating a steakhouse or roadhouse restaurant,
Landlord hereby covenants to not sell or lease any other parcel within the
Shopping Center to a full-service, sit-down steakhouse or roadhouse restaurant
specializing in grilled red meats, such as, but not limited to, "Outback",
"Roadhouse Grille", "Texas Roadhouse", "Longhorn", "Lonestar", "Colton's",
"Western Sizzlin" or "Golden Corral".

Lee's Nails:

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 the extent Landlord
has control) to be used by any person, persons, partnership or entity whose
primary business is providing nail services (the "Exclusive Use"). The foregoing
limitation shall not apply to (i) any lease for space in excess of 15,000 square
feet, or (ii) any day spa in excess of 4,500 square feet; or (iii) any existing
leases at the Shopping Center as same may be renewed, extended, modified or
amended (except that no such renewal, extension, modification or amendment shall
grant tenant the right to engage in the Exclusive Use where such tenant did not
previously have that right). Notwithstanding the foregoing, Landlord agrees not
to lease retail areas "V", "W", "X" or "Z" (as shown on Exhibit "A" attached
hereto) for the operation of a day spa.

<PAGE>
                                  EXHIBIT "F"
                                    SIGNAGE

                            [DSW CONSTRUCTION PLAN]

<PAGE>

                                        [SITE PLAN]

[HERSCHMAN ARCHITECTS]                ERSKINE VILLAGE                     [LOGO]

                                   FORMER SCOTTSDALE MALL
                                    SOUTH BEND, INDIANA
<PAGE>

                                   EXHIBIT "G"

                              TENANT IMPROVEMENTS

<TABLE>
<CAPTION>
        Task Name                         Total Cost
-------------------------------------   -------------
<S>                                     <C>
Carpet (supplied by DSW and             $   35,000.00
installed by Landlord)
Exterior Store Signage                  $   28,000.00
Register Equipment                      $   22,500.00
Surveillance Camera Equipment           $   20,000.00
Installation all Carpentry              $   18,000.00
Tax (5.75)                              $   16,179.69
Phone System                            $   15,000.00
Corrugated Fixtures                     $   15,000.00
Tower of Power Rack on Wheels           $   15,000.00
Burglar Alarm System                    $   10,000.00
Mirror Benches                          $   10,000.00
Juno Track Lighting Accessories         $    8,500.00
Muzak Music System                      $    6,500.00
30' Best Flex Conveyor                  $    5,500.00
Left Register Counter                   $    4,500.00
Tile (VCT) (supplied by DSW and         $    4,500.00
installed by Landlord)
Locker Units                            $    4,500.00
Handbag H-Unit                          $    4,500.00
6' x 8' DSW Logo (supplied by DSW and   $    4,200.00
installed by Landlord)
14' x 16' Office Counter                $    4,200.00
Right Register Counter                  $    3,500.00
DSW Module Office Furniture             $    3,500.00
Tile (Ceramic) (supplied by DSW         $    3,500.00
and installed by Landlord)
Handbag Wall System                     $    3,200.00
Low Wood Display Tables                 $    2,500.00
High Wood Display Tables                $    2,500.00
Ceramic Entrance Logo (supplied by      $    2,100.00
DSW and installed by Landlord)
Power Lever door hardware (supplied     $    1,700.00
and installed by Landlord)
Breakroom Cabinet Package               $    1,500.00
Large Accessories Sign                  $    1,500.00
Counter Cache                           $    1,500.00
30" x 48" Shelves with rails            $    1,500.00
Wall Mirrors                            $    1,200.00
Right Register Counter ADA              $    1,200.00
Glass for Office                        $    1,200.00
Mat System for Entrance (supplied       $    1,200.00
by DSW and installed by Landlord)
Vacuum                                  $    1,200.00
DSW Safe                                $    1,000.00
Fushion Maple Slatwall                  $    1,000.00
U-Boat Carts                            $    1,000.00
Three Tier Round Table                  $      900.00
DSW Stock Ladder on Wheels              $      750.00
Straight 5 Hook Waterfalls              $      600.00
Chrome Chairs                           $      600.00
Promo Tables                            $      500.00
Stockroom Uprights                      $      500.00
Two Drawer File Cabinet                 $      450.00
Time Clock                              $      350.00
Locker Pad Locks                        $      350.00
Breakroom Chairs                        $      350.00
22" x 60" Black Floor Stand             $      350.00
Shoe Risers (sets of 3)                 $      300.00
Ladder                                  $      260.00
TV VCR Combo                            $      260.00
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
        Task Name                    Total Cost
-------------------------------   --------------
<S>                               <C>
Two Wheeler                       $       250.00
Acrylic Shoe Prop                 $       200.00
Craftman Project Center           $       200.00
6" Slatwall Peghooks              $       160.00
Soap Dispenser (supplied and      $       120.00
installed by Landlord)
7" x 11" Acrylic Signholder       $       113.00
Coat Rack on Wheels               $       100.00
10"x 24" Glass Shelf              $        95.00
Desk Chair                        $        80.00
PETG Sign/Literature Holder       $        79.00
10" Slatwall Adj. Brackets        $        77.00
6' Folding Break Table            $        70.00
11" x 14" Acrylic Signholder      $        60.00
Toe Held Shoe Displayer           $        60.00
X-Braces                          $        50.00
Heel Held Shoe Displayer          $        48.00
3" x 47" Acrylic Lip              $        42.00
Receiving Door Decal              $        40.00
5 1/2" x 7" Plexi Signholder      $        39.00
End Support for Acrylic Lips      $        20.00
4" x 10" Display Shelf            $        18.00
Handbag Display Easel             $        15.00
Center Support for Acrylic Lips   $        14.00
7" x 11" Shovel Base              $        10.00
Glass Shelf Boot Clips            $         6.00
                                  $         0.00
                                  ==============
TOTAL                             $   300,000.00
</TABLE>

                                       6
<PAGE>

                                    EXHIBIT H

                              LANDLORD'S AGREEMENT

            THIS LANDLORD'S AGREEMENT (THIS "AGREEMENT") is made as of this
______day of______________________, 2004, by and among CERBERUS PARTNERS, L.P.,
a Delaware limited partnership, as collateral agent for the Term Loan Lenders
and the Convertible Lender, and NATIONAL CITY COMMERCIAL FINANCE INC., an Ohio
corporation and FLEET RETAIL FINANCE INC., a Delaware corporation, as collateral
agents for the Revolving Credit Lenders (each as defined in Schedule A hereto)
(in such capacity, together with its successors and assigns, "Mortgagee"). KSK
SCOTTSDALE MALL, L.P., a Delaware limited partnership, ("LANDLORD"), and SHONAC
CORPORATION, an Ohio corporation ("TENANT").

                                   WITNESSETH:

            WHEREAS, Tenant is the tenant and Landlord is the landlord under
that certain lease more fully described on Schedule B attached hereto (as same
may have or hereafter be amended, the "LEASE");

            WHEREAS, the Lease demises to Tenant, as tenant, certain premises
more particularly described therein (the "PREMISES") located on certain land
described on Schedule C attached hereto (the "CENTER");

            WHEREAS, the Term Loan Lenders, the Revolving Credit Lenders and the
Convertible Lenders have extended credit (the "LOAN") to Tenant and certain
affiliates of Tenant pursuant to the loan agreements described on Schedule A
hereto;

            WHEREAS, the Loan is secured by, among other things, leasehold
mortgages (collectively, the "LEASEHOLD MORTGAGE"; the Leasehold Mortgage,
together with all amendments, renewals, increases, modifications, replacements,
substitutions, extensions, spreaders and consolidations thereof and all
re-advances thereunder and additions thereto, is referred to as the "MORTGAGE")
encumbering, among other things, Tenant's interest in the Premises;

            WHEREAS, Mortgagee has been engaged as a collateral agent with
respect to the Lease and the Mortgage, among other things, by the Term Loan
Lenders, the Revolving Credit Lenders and the Convertible Lenders;

            WHEREAS, Mortgagee and Landlord desire to confirm their
understanding and agreement with respect to the Lease and the Mortgage; and

            WHEREAS, Tenant is executing this Agreement at the request of
Landlord and Mortgagee to confirm Tenant's acknowledgment of, and agreement
with, the provisions, terms and conditions of this Agreement.

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Mortgagee, Landlord and Tenant hereby agree and covenant as
follows:

            1. (A) Anything in the Lease to the contrary notwithstanding,
Landlord agrees that in the event of a default, act or omission by Tenant under
the Lease that would give Landlord the right (whether immediately, after the
lapse of a period of time, after notice or otherwise), to cancel or terminate
the Lease or exercise any of its other rights or remedies under the Lease,
including, without limitation, its right to obtain possession of the Premises,
Landlord shall not exercise such right unless and until (i) Landlord has given
written notice to Tenant of such default, act or omission, (ii) Mortgagee has
been given notice as provided herein of such default, act or omission
simultaneously with the notice given by Landlord as provided in subparagraph (1)
above, and (iii) Mortgagee has failed to cure or remedy the default, act or
omission within Tenant's cure period set forth in the Lease, with the
understanding that such

                                       7
<PAGE>

Cure Period shall afford Mortgagee an opportunity to cure of at least ten (10)
days from the date Mortgagee receives Landlord's notice (the "Cure Period").
Mortgagee shall have no obligation hereunder to remedy any such default, act or
omission.

      (B) If Mortgagee (or its nominee or designee) shall succeed to the rights
of Tenant under the Lease through possession, foreclosure action, assignment of
the Lease in lieu of foreclosure, or otherwise, or another person purchases the
leasehold estate in and to the Premises upon or following foreclosure of the
Mortgage or assignment of the Lease in lieu of foreclosure, then,
notwithstanding the terms of the Lease, at the request of Mortgagee (or its
nominee or designee) or such purchaser (Mortgagee, its nominees and designees,
and such purchaser, each being a "SUCCESSOR-TENANT"), and provided that such
Successor-Tenant (i) shall pay to Landlord all unpaid rental due under the
Lease, and (ii) shall cure all defaults existing under the Lease which are
reasonably susceptible of being cured by Successor-Tenant, then Landlord shall
recognize Successor-Tenant as Landlord's tenant under the Lease and shall
promptly execute and deliver any instrument that Successor-Tenant may reasonably
request to evidence such recognition as tenant under the Lease.

      Furthermore, the Lease shall continue in full force and effect as, or as
if it were, a direct lease between Successor-Tenant and Landlord, upon all
terms, conditions and covenants as are set forth in the Lease, except that
Successor-Tenant shall not be bound by any modification of the Lease unless such
modification shall have been expressly approved in writing by Mortgagee.
Mortgagee shall not unreasonably withhold, delay or condition its consent to any
modifications of the Lease, provided such modifications do not (a) adversely
affect Mortgagee's security interest in the Lease, (b) materially impair the
financeability of the Lease or (c) materially impair the value of the Lease as
collateral to Mortgagee.

            (C) In the case of termination of the Lease by reason of any default
or for any other reason (including, but not limited to, rejection of the Lease
in a bankruptcy proceeding), Landlord shall give prompt notice thereof to
Mortgagee. Landlord, on written request of Mortgagee made any time within thirty
(30) days after the giving of such notice by Landlord, shall promptly execute
and deliver a new lease (the "NEW LEASE") of the Premises to the
Successor-Tenant for the remainder of the term of the Lease upon all the
covenants, conditions, limitations and agreements contained in the Lease,
provided that such Successor-Tenant (i) shall pay to Landlord, simultaneously
with the delivery of such new lease, all unpaid rental due under the Lease, (ii)
shall cure all defaults existing under the Lease which are reasonably
susceptible of being cured by Successor-Tenant, and (iii) shall not be bound by
any modification of the Lease, except as set forth above.

            2. Landlord and Mortgagee agree that (i) the Lease cannot be
cancelled or surrendered without the prior written consent of Mortgagee, and
(ii) amendments and/or modifications may be made to the Lease without
Mortgagee's consent; provided, however, that no amendments and/or modifications
may be made to the Lease which (a) adversely affect Mortgagee's security
interest in the Lease, (b) materially impair the financeability of the Lease or
(c) materially impair the value of the Lease as collateral for the Mortgage, or
(d) materially decrease Tenant's rights or materially increase Tenant's
obligations under the Lease.

            3. Landlord agrees that, notwithstanding the terms of the Lease,
Landlord acknowledges and approves the Leasehold Mortgage and the amounts
secured thereby and the terms and provisions thereof.

            4. Landlord represents and warrants as follows:

      (a)   Landlord is the owner of the fee simple estate in the Premises, is
            the landlord under the Lease, and benefits from the easements,
            rights of way and other similar appurtenances described in the
            Lease, if any.

      (b)   Tenant is the tenant under the Lease and to the best of Landlord's
            knowledge is the owner of the leasehold estate in the Premises.

                                       8
<PAGE>

      (c)   The Lease is in full force and effect in accordance with its terms
            and has not been further assigned, supplemented, modified or
            otherwise amended except, to the best of Landlord's knowledge, as
            set forth in Schedule D attached hereto.

      (d)   To the best of Landlord's knowledge, each of the obligations on
            Tenant's part to be performed to date under the Lease or under any
            other agreement described in Schedule D attached hereto have been
            performed, except as set forth in Schedule D attached hereto.

      (e)   Landlord has full power and authority to enter into this Agreement,
            and perform all of its obligations hereunder, and neither the
            execution and delivery of this Agreement by Landlord nor the
            consummation of the transactions contemplated hereby will conflict
            with, result in a breach or termination of, or constitute a default
            under, the terms of any agreement to which Landlord is a party or by
            which it is bound.

            7. Any notice which may be given hereunder shall be personally
delivered or delivered via a nationally recognized overnight courier (such as
Federal Express), properly addressed to the party to receive such notice at the
address of such party set forth below.

            To Mortgagee:             Cerberus Partners, L.P.
                                      450 Park Avenue, 28(th) Floor
                                      New York, New York 10022
                                      Attention: Mr. Lenard Tessler

            with a copy to:           Fleet Retail Finance Inc.
                                      40 Broad Street
                                      Boston, MA 02109

            with a copy to:           Schulte Roth & Zabel LLP
                                      900 Third Avenue
                                      New York, New York 10022
                                      Attention: Eric Asmundsson, Esq.

            To Landlord:              KSK Scottsdale Mall, L.P.
                                      1798 Frebis Avenue
                                      Columbus, Ohio 43206-3764

Each notice which shall be personally delivered or mailed in the manner
described shall be deemed sufficiently given, served, sent, received or
delivered for all purposes on the first business day following the day on which
the notice is delivered to the addressee (with the affidavit of messenger being
deemed conclusive evidence of such delivery) or on the first business day
following the day on which delivery of such notice is refused by the addressee
upon presentation. Any party may, from time to time, designate a different
and/or additional address and/or person, to whom such notices shall be sent, by
providing notice to the other parties in the manner set forth above. Notices by
a party may be given by an attorney on behalf of that party.

            8. This Agreement may be modified only by an agreement in writing
signed by the parties hereto, or their respective successors-in-interest. This
Agreement shall inure to the benefit of and be binding upon the parties hereto,
and their respective successors and assigns. The term "Mortgagee" shall mean the
then holder of the Mortgage. The term "Landlord" shall mean the then holder of
the landlord's interest in the Lease. The term "Tenant" shall mean the then
holder of the tenant's interest in the Lease. The term "person" shall mean an
individual, joint venture, corporation, partnership, trust, unincorporated
association or other entity. All references herein to the Lease shall mean the
Lease as modified by this Agreement and to any amendments or modifications to
the Lease which are consented to in writing by Mortgagee.

            9. EACH OF TENANT, LANDLORD AND MORTGAGEE HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT.

                                       9
<PAGE>

            10. This Agreement shall be governed by and construed in accordance
with the laws of the state in which the Premises are located.

            11. This Agreement may be executed in any number of counterparts,
each of which shall be effective only upon delivery and thereafter shall be
deemed an original, and all of which shall be taken to be one and the same
instrument, for the same effect as if all parties hereto had signed the same
signature page.

            12. If any provision under this Agreement or the application thereof
to any entity, person or circumstance shall be invalid, illegal or unenforceable
to any extent, the remainder of this Agreement and the application of the
provisions hereof to other entities, persons or circumstances shall not be
effected thereby and shall be enforced to the fullest extent permitted by law.

                                  [END OF TEXT]

                                       10
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                    LANDLORD:

                                    KSK SCOTTSDALE MALL, L.P.
                                    a Delaware limited partnership

                                    By:   JUBILEE -SCOTTSDALE LLC
                                          an Ohio limited liability company
                                    Its:  General Partner

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

                                                By:   SCHOTTENSTEIN
                                                      PROFESSIONAL ASSET
                                                      MANAGEMENT
                                                      CORPORATION
                                                      a Delaware corporation
____________________________________            Its:  General Partner
 Print Name:________________________

____________________________________            By:   __________________________
 Print Name: _______________________
                                                Its:  __________________________

                                    MORTGAGEE:

                                    CERBERUS PARTNERS, L.P.,
                                    a Delaware limited partnership,
                                    as collateral agent

                                    By:   ________________________
                                    Name:
                                    Title:

                                    NATIONAL CITY COMMERCIAL FINANCE
                                    INC., an Ohio corporation,
                                    as collateral agent

                                    By:   ________________________
                                    Name:
                                    Title:

                                    FLEET RETAIL FINANCE INC., a Delaware
                                    corporation, as collateral agent

                                    By:   ________________________
                                    Name:
                                    Title:

                                       11
<PAGE>

AGREED AND CONSENTED TO BY TENANT:

SHONAC CORPORATION,
an Ohio corporation

By: ________________________________
    Name:
    Title:

                      [Acknowledgements on following pages]

                                       12
<PAGE>

STATE OF ____________________     )
                                  :ss.:
COUNTY OF ___________________     )

            I certify that on_____________________, 2004,_____________________
personally came before me and this person acknowledged under oath, to my
satisfaction, that:

      (a) this person signed sealed, and delivered the attached document as
a/the_____________________of_____________________, a(n)______________________;

      (b) this document was signed and made by such______________________as its
voluntary act and deed by virtue of authority from [the/its] general partners.

                                             ___________________________________
                                             Notary Public

                                             My Commission Expires:
                                             ___________________________________

STATE OF ____________________     )
                                  :ss.:
COUNTY OF ___________________     )

            I certify that on______________________, 2004,_____________________
personally came before me and this person acknowledged under oath, to my
satisfaction, that:

      (a) this person signed sealed, and delivered the attached document as
a/the_____________________of_____________________, a(n)______________________;

      (b) this document was signed and made by such______________________as its
voluntary act and deed by virtue of authority from [the/its] general partners.

                                             ___________________________________
                                             Notary Public

                                             My Commission Expires:
                                             ___________________________________

                                       13
<PAGE>

STATE OF ____________________     )
                                  :ss.:
COUNTY OF ___________________     )

            I certify that on______________________, 2004,_____________________
personally came before me and this person acknowledged under oath, to my
satisfaction, that:

      (a) this person signed sealed, and delivered the attached document as
a/the_____________________of_____________________, a(n)______________________;

      (b) this document was signed and made by such______________________as its
voluntary act and deed by virtue of authority from [the/its] general partners.

                                             ___________________________________
                                             Notary Public

                                             My Commission Expires:
                                             ___________________________________

                                       14
<PAGE>

                                   SCHEDULE A

                         Description of Loan Agreements

      1. Financing Agreement dated as of June 11, 2002, among Tenant, Value City
Department Stores, Inc., an Ohio corporation which is the parent of Tenant (the
"PARENT"), and certain other affiliates of Tenant named therein as borrowers,
the subsidiaries of the Parent named therein as guarantors, the financial
institutions from time to time party thereto (collectively, the "TERM LOAN
LENDERS"), and Cerberus Partners, L.P. as agent for the ratable benefit of the
Term Loan Lenders.

      2. Loan and Security Agreement dated as of June 11, 2002, among Tenant,
the Parent and certain other affiliates of Tenant named therein as borrowers,
the subsidiaries of the Parent named therein as guarantors, the financial
institutions from time to time party thereto (collectively, the "REVOLVING
CREDIT LENDERS"), and National City Commercial Finance, Inc. and Fleet Retail
Finance Inc. as collateral agents for the ratable benefit of the Revolving
Credit Lenders.

      3. Amended and Restated Convertible Loan Agreement dated as of June 11,
2002, among Parent, which is named therein as the borrower, Tenant and certain
other affiliates of Tenant named therein as guarantors, the financial
institutions from time to time party thereto (collectively, the "CONVERTIBLE
LENDERS"), and Cerberus Partners, L.P. as agent for the ratable benefit of the
Convertible Lenders, as amended by Amendment No. 1 to the Amended and Restated
Convertible Loan Agreement dated as of June 11, 2002, among such parties.


<PAGE>

                                   SCHEDULE B

                            Description of the Lease

                                       16
<PAGE>

                                   SCHEDULE C

                             Description of the Land

                                       17
<PAGE>

                                   SCHEDULE D

            Exceptions to Landlord's Representations and Warranties

                                     (None)

                                       1
<PAGE>

                                   EXHIBIT "I"

LANDLORD'S WAIVER

      _____________, 2004

      For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, KSK-Scottsdale Mall, L.P., (the "LANDLORD") executes
this waiver in favor of (a) National City Commercial Finance, Inc., an Ohio
corporation with offices at 1965 E. Sixth Street, Cleveland, Ohio 44114, and
Fleet Retail Finance, Inc., a Delaware corporation with offices at 40 Broad
Street, Boston, Massachusetts 02109, as collateral agents (in such capacity,
herein the "COLLATERAL AGENTS") for the ratable benefit of the Revolving Credit
Lenders (as hereinafter defined), (b) Cerberus Partners, L.P., a Delaware
limited partnership with offices at 450 Park Avenue, New York, New York 10022,
as agent (in such capacity, herein the "TERM LOAN AGENT") for the ratable
benefit of the Term Loan Lenders (as hereinafter defined) and (c) Cerberus
Partners, L.P., a Delaware limited partnership with offices at 450 Park Avenue,
New York, New York 10022, as agent (in such capacity, herein the "SENIOR
CONVERTIBLE AGENT") for the ratable benefit of the Senior Convertible Lenders
(as hereinafter defined). The Collateral Agents, the Term Loan Agent and the
Senior Convertible Agent are sometimes referred to herein, collectively, as the
"AGENTS".

                                   WITNESSETH:

      WHEREAS, the Landlord owns real property located in South Bend, Indiana
(the "LEASED PREMISES"), which real property the Landlord leases to Shonac
Corporation, an Ohio corporation with offices at 4150 East Fifth Avenue,
Columbus, Ohio 43219 (the "TENANT").

      WHEREAS, pursuant to the terms, and subject to the conditions, of that
certain Loan and Security Agreement dated as of June 11, 2002 (as such may be
amended, modified, supplemented or restated hereafter, the "REVOLVING CREDIT
LOAN AGREEMENT") among (i) the Tenant, (ii) the other Borrowers named therein
(collectively, with the Tenant, the "REVOLVING CREDIT BORROWERS"), (iii) the
Revolving Credit Lenders named therein (the "REVOLVING CREDIT LENDERS"), (iv)
National City Commercial Finance, Inc., as Administrative Agent for the
Revolving Credit Lenders and as Swing Line Lender, (v) the Collateral Agents,
and (vi) National City Bank, as Issuer, the Revolving Credit Lenders have been
requested to establish a revolving credit facility in favor of the Tenant and
the other Revolving Credit Borrowers.

      WHEREAS, pursuant to the terms, and subject to the conditions, of that
certain Financing Agreement dated as of June 11, 2002 (as such may be amended,
modified, supplemented or restated hereafter, the "TERM LOAN AGREEMENT"), among
(i) the Tenant, (ii) the other Borrowers named therein (collectively, with the
Tenant, the "TERM LOAN BORROWERS"), (iii) certain subsidiaries of the Term Loan
Borrowers named therein as guarantors, (iv) the financial institutions from time
to time party thereto (collectively, the "TERM LOAN LENDERS"), and (v) the Term
Loan Agent, the Term Loan Lenders have been requested to establish a term loan
facility in favor of the Tenant and the other Term Loan Borrowers.

      WHEREAS, pursuant to the terms, and subject to the conditions, of that
certain Amended and Restated Senior Convertible Loan Agreement dated as of June
11, 2002 (as such may be amended, modified, supplemented or restated hereafter,
the "SENIOR CONVERTIBLE LOAN AGREEMENT"), among (i) Value City Department
Stores, Inc., an Ohio corporation with offices at 3241 Westerville Road,
Columbus, Ohio 43224-3751 (the "SENIOR CONVERTIBLE BORROWER"), (ii) the
subsidiaries of the Senior Convertible Borrower named therein as guarantors,
(iii) the financial institutions from time to time party thereto (collectively,
the "SENIOR CONVERTIBLE LENDERS"), and (iv) the Senior Convertible Agent, the
Senior Convertible Lenders have been requested to establish a senior convertible
loan facility in favor of the Senior Convertible Borrower.

<PAGE>

      WHEREAS, loans and financial accommodations under the revolving credit
facility, the term loan facility and the senior convertible facility will be
secured by all of the Tenant's present and after acquired assets including,
among other things, the Tenant's inventory and equipment (the "COLLATERAL")
located and to be located upon the Leased Premises.

      WHEREAS, in order to induce the Revolving Credit Lenders to establish the
revolving credit facility, the Term Loan Lenders to establish the term loan
facility, and the Senior Convertible Lenders to establish the senior convertible
facility, the Landlord hereby represents, warrants, covenants and agrees as
follows:

      1.    The Landlord has not given a notice to Tenant alleging a default
            under the Lease, and to the best knowledge of the Landlord, no event
            has occurred and no condition exists that constitutes, or that with
            the giving of notice or the lapse of time or both, would constitute
            a default by Tenant under the Lease.

      2.    The Landlord hereby waives any statutory or other lien of the
            Landlord against the Collateral.

      3.    In the event of the exercise by any Agent of its rights upon default
            with respect to the Collateral, such Agent shall have reasonable
            time in which to repossess the Collateral from the Leased Premises,
            but in no event beyond the ninety (90) day period described in
            Section 5 below. In those circumstances, the Landlord will (a)
            cooperate with such Agent in gaining access to the Leased Premises
            for the purpose of repossessing said Collateral or (b) if requested
            by such Agent, permit the Agent, or its agents or nominees, to
            dispose of the Collateral on the Leased Premises in a manner
            reasonably designed to minimize any interference with any other of
            Landlord's tenants.

      4.    To the extent not paid or prepaid by the Tenant, any Agent occupying
            the Leased Premises shall pay the Landlord all minimum rent and
            additional rent in such amounts as required under the Lease from the
            date on which such Agent shall have taken possession of the
            Collateral on the Leased Premises (including the ninety (90) day
            period described below) until the date of the Agent's vacating the
            Leased Premises, it being understood, however, that the Agent shall
            not, thereby, have assumed any of the obligations of the Tenant to
            the Landlord.

      5.    Prior to the Landlord's taking any action to terminate its lease
            with the Tenant or to evict the Tenant from the Leased Premises for
            breach of the lease, the Landlord shall give each of the Agents not
            less than thirty (30) days written notice of such action at the
            address set forth above, and a reasonable opportunity to preserve,
            protect, liquidate, or remove any Collateral on the Leased Premises
            and, if any Agent so elects, to cure such breach of the lease.

<PAGE>

      This Agreement shall inure to the benefit of the Agents, each Revolving
Credit Lender, each Term Loan Lender and each Senior Convertible Lender, and
their respective successors and assigns, and shall be binding upon the Landlord,
its heirs, assigns, representatives, and successors.

Dated this the________day of_______________, 2004

LANDLORD:

KSK SCOTTSDALE MALL, L.P.
a Delaware limited partnership

By:   JUBILEE -SCOTTSDALE LLC
      an Ohio limited liability company
Its:  General Partner

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

            By:   SCHOTTENSTEIN PROFESSIONAL ASSET
                  MANAGEMENT CORPORATION
                  a Delaware corporation
            Its:  General Partner

                  By: ______________________________

                  Its: _____________________________

STATE OF OHIO      :
                   :SS.
COUNTY OF FRANKLIN :

      The foregoing instrument was acknowledged before me this______ day of
November, 2004, by__________________, of Schottenstein Professional Asset
Management Corporation, a Delaware corporation, general partner of Jubilee
Limited Partnership, member of Jubilee-Scottsdale LLC, an Ohio limited liability
company, general partner of KSK-Scottsdale Mall, L.P., a Delaware limited
partnership, for and on behalf of said limited partnership.

                                             ___________________________________
                                             Notary Public

<PAGE>

                                   EXHIBIT "J"

                    RECOGNITION AND NON-DISTURBANCE AGREEMENT
                                 (FEE MORTGAGEE)

      THIS RECOGNITION AND NON-DISTURBANCE AGREEMENT, dated as of
_________________, 2004 (the "Agreement") is entered into by___________________,
a ____________________, with a principal place of business
at____________________(the "Fee Mortgagee") and CERBERUS PARTNERS, L.P., a
Delaware limited partnership, as collateral agent for the Term Loan Lenders, the
Revolving Credit Lenders and the Convertible Lenders (each as defined in
Landlord's Agreement described in paragraph 2 below) (in such capacity, together
with its successors and assignees) ("Leasehold Mortgagee").

      WHEREAS, KSK Scottsdale Mall, L.P., a Delaware limited partnership
("Landlord") is the owner of certain real property located at the Erskine
Village Shopping Center, South Bend, Indiana, as more fully described on EXHIBIT
A attached hereto (the "Shopping Center Parcel"); and

      WHEREAS, Landlord and Shonac Corporation, an Ohio corporation ("Tenant")
have entered into a certain Lease Agreement, dated as of______________, 2004
(the "Lease") with respect to a portion of the Shopping Center Parcel commonly
known as Erskine Village Shopping Center (the "Premises"); and

      WHEREAS, Leasehold Mortgagee has extended credit to Tenant pursuant to
certain loan agreements secured by a Leasehold Mortgage granted by Tenant to
Leasehold Mortgagee; and

      WHEREAS, the Fee Mortgagee is the holder of a certain [mortgage] [deed of
trust], dated _____________, 20____ and recorded [INSERT PLACE AND DATE OF
RECORDING AND ANY OTHER IDENTIFYING INFORMATION] (the "Fee Mortgage") on the
Premises; and

      WHEREAS, pursuant to the terms of the Lease, Landlord is required to
deliver to Tenant a Recognition and Non-Disturbance Agreement from the holder of
any mortgage on Landlord's reversionary fee interest in the Premises; and

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1.    ASSENT TO LEASE. The Fee Mortgagee hereby acknowledges receipt of a full
      and complete copy of the Lease and does hereby assent to the Lease and to
      all of the terms and provisions thereof.

2.    RECOGNITION AND NON-DISTURBANCE. The Fee Mortgagee hereby agrees to be
      bound by all of the terms and conditions of the Lease and of the
      Landlord's Agreement, attached hereto as EXHIBIT B, in the event the Fee
      Mortgagee becomes the owner of Landlord's fee interest in the Premises by
      reason of foreclosure, deed in lieu of foreclosure or otherwise.

3.    WARRANTIES AND REPRESENTATIONS. The Fee Mortgagee hereby warrants and
      represents as follows:

      (a)   The Fee Mortgagee (unless a natural person), is a duly organized,
            validly existing entity organized and in good standing under the
            laws of__________________and duly qualified to do business and in
            good standing under the laws of _________________, has all requisite
            power and authority to conduct its business and to own its property
            as now conducted or owned and is qualified to do business in all
            jurisdictions where the nature and extent of its business is such
            that such qualification is required by law.

<PAGE>

      (b)   This Agreement has been authorized by all requisite entity action
            and constitutes the Fee Mortgagee's legal, valid and binding
            obligations in accordance with the terms thereof, subject to
            bankruptcy and insolvency and similar laws of general application
            affecting the rights and remedies of creditors and with respect to
            the availability of the remedies of specific enforcement, subject to
            the discretion of the court before which proceedings therefor may be
            brought.

      (c)   The performance by the Fee Mortgagee of the obligations of the Fee
            Mortgagee hereunder does not and shall not constitute a violation of
            any law, order, regulation, contract, organizational document or
            agreement to which Fee Mortgagee is subject or by which Fee
            Mortgagee or the property thereof is or may be bound.

4.    NO ORAL CHANGE. No provision of this Agreement may be changed, waived,
      discharged or terminated or relieved by telephone or by any other means
      except by an instrument in writing signed by the party against whom
      enforcement of the change, waiver or discharge or termination is sought.

5.    SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon each party
      hereto and its, his or their respective successors, assigns, heirs and
      personal representatives.

6.    PARTIAL INVALIDITY. Each of the provisions hereof shall be enforceable
      against the Fee Mortgagee to the fullest extent now or hereafter not
      prohibited by applicable law. The invalidity or unenforceability of any
      provision hereof shall not limit the validity or enforceability of each
      other provision hereof.

7.    JOINT AND SEVERAL. The obligations of Fee Mortgagee and of its, his, her
      or their respective successors, assigns, heirs and personal
      representatives shall be and remain joint and several.

8.    COUNTERPARTS. This Recognition and Non-Disturbance Agreement may be
      executed in several counterparts, each of which when executed and
      delivered is an original, but all of which together shall constitute one
      instrument. In making proof of this agreement, it shall not be necessary
      to produce or account for more than one such counterpart which is executed
      by the party against whom enforcement of such agreement is sought.

                         [SIGNATURES ON FOLLOWING PAGES]

<PAGE>

      Witness the execution hereof as an instrument under seal as of the date
first set forth above.

                                                FEE MORTGAGE:
                                                ________________________________
                                                By:   __________________________
                                                Name: __________________________
                                                Title:__________________________

STATE OF                     :
                             :ss.
COUNTY OF                    :

      The foregoing instrument was acknowledged before me this ________ day of
___________________, 2004, by ________________________________,
___________________of_______________, a(n)_________________, for and on behalf
of said_______________.

                                             ___________________________________
                                             Notary Public

<PAGE>

                                                LEASEHOLD MORTGAGEE:
                                                CERBERUS PARTNERS, L.P.

                                                By:   __________________________
                                                Name: __________________________
                                                Title:__________________________

STATE OF                     :
                             :ss.
COUNTY OF                    :

      The foregoing instrument was acknowledged before me this ________ day of
___________________, 2004, by ________________________________,
___________________of CERBERUS Partners, L.P., a Delaware limited partnership,
for and on behalf of said limited partnership.

                                             ___________________________________
                                             Notary Public

<PAGE>

                                    EXHIBIT A

                 (TO RECOGNITION AND NON-DISTURBANCE AGREEMENT)

                  LEGAL DESCRIPTION OF SHOPPING CENTER PARCEL

<PAGE>

                                    EXHIBIT B

                 (TO RECOGNITION AND NON-DISTURBANCE AGREEMENT)

                          [ATTACH LANDLORD'S AGREEMENT]
<PAGE>

                                   EXHIBIT "K"

                               FIRST AMENDMENT TO
                        OPERATION AND EASEMENT AGREEMENT

      THIS FIRST AMENDMENT TO OPERATION AND EASEMENT AGREEMENT (this "First
Amendment") is made and entered into as of the__________________day
of___________________, 2004, by and between TARGET CORPORATION, a Minnesota
corporation ("Target"), KOHL'S INDIANA, L.P., a Delaware limited partnership
("Kohl's"), and KSK - SCOTTSDALE MALL, L.P., a Delaware limited partnership
("Developer").

                                   WITNESSETH:

      WHEREAS, Target and Developer entered into a certain Operation and
Easement Agreement dated June 30, 2003, and recorded September 26, 2003, with
the St. Joseph, Indiana County Recorder as Document No. 0361986 (the "OEA"); and

      WHEREAS, Developer has conveyed to Kohl's that real property legally
described on Exhibit F attached hereto and depicted on Exhibit X-1 attached
hereto (the "Kohl's Parcel"); and

      WHEREAS, Developer, Target, and Kohl's desire to amend the OEA as more
particularly set forth in this First Amendment.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Developer, Target and Kohl's
hereby agree to amend the OEA as follows:

      1.    RECITALS; CONFLICT OR INCONSISTENCY. The Parties hereto agree that
the Recitals are true and correct and hereby incorporated by reference. In the
event of any conflict or inconsistency between the provisions of this First
Amendment and the provisions of the OEA, the provisions of this First Amendment
shall control. Unless otherwise defined herein, all capitalized terms in this
First Amendment shall have the meanings respectively.

      2.    APPROVING PARTY. Section 1.1 of the OEA is hereby deleted and the
following language is hereby substituted therefor:

      "'Approving Party' shall mean the Party designated from time to time to
      make certain decisions and/or give certain approvals pursuant to the terms
      of this OEA. There shall be one (1) Approving Party representing the
      Developer Parcel, one (1) Approving Party representing the Target Parcel
      and one (1) Approving Party representing the Kohl's Parcel. Each Approving
      Party shall have absolute discretion to make the decisions and/or give the
      approvals expressly designated to be made and/or given on behalf of the
      real estate represented by such position regardless of whether the
      Approving Party then owns all or less than all of the Developer Parcel,
      the Target Parcel or the Kohl's Parcel, as the case may be. The Party
      designated as Approving Party for the Developer Parcel shall have the
      right to assign such status to any other Party owning a Tract (defined in
      Section 1.18 below) within the

<PAGE>

      Developer Parcel; provided, however, if such assignment is not made in
      writing, then the status of Approving Party for the Developer Parcel shall
      automatically be deemed assigned to the Party acquiring the last portion
      of the Developer Parcel owned by the Party then holding the status of
      Approving Party for the Developer Parcel. The Party designated as
      Approving Party for the Target Parcel shall have the right to assign such
      status to any other Party owning a Tract within the Target Parcel;
      provided, however, if such assignment is not made in writing, then the
      status of Approving Party for the Target Parcel shall automatically be
      deemed assigned to the Party acquiring the last portion of the Target
      Parcel owned by the Party then holding the status of Approving Party for
      the Target Parcel. The Party designated as Approving Party for the Kohl's
      Parcel shall have the right to assign such status to any other Party
      owning a Tract within the Kohl's Parcel; provided, however, if such
      assignment is not made in writing, then the status of Approving Party for
      the Kohl's Parcel shall automatically be deemed assigned to the Party
      acquiring the last portion of the Kohl's Parcel owned by the Party then
      holding the status of Approving Party for the Kohl's Parcel. Developer
      shall be the initial Approving Party for the Developer Parcel; Target
      shall be the initial Approving Party for the Target Parcel; and Kohl's
      shall be the initial Approving Party for the Kohl's Parcel."

      3.    FLOOR AREA. In the fifth line of Section 1.6 of the OEA, the word
"mezzanine" is hereby added before the word "multi-deck", and in the sixth line
of Section 1.6 of the OEA, the phrase "or trade fixtures" is hereby added after
the word "merchandise".

      4.    PRIMARY BUILDING AREA. Section 1.15 of the OEA is hereby deleted and
the following language is hereby substituted therefor:

            "Primary Building Area" shall mean collectively the Building Areas
            designated as such on the Site Plan, including the Building Areas on
            the Target Parcel, the Developer Parcel and the Kohl's Parcel."

      5.    UTILITY LINES.

            (a)   The third sentence of Section 1.9 of the OEA is hereby deleted
      and the following language is hereby substituted therefor:

            "'Separate Utility Lines' shall mean those Utility Lines which are
            installed to provide the applicable service to the Developer Parcel,
            the Target Parcel or the Kohl's Parcel."

            (b)   In the first line of the second paragraph of Section 2.2(C) of
      the OEA, the phrase "Target and Developer" is hereby deleted and the
      phrase "Target, Developer and Kohl's" is hereby substituted therefor.

            (c)   Clause (i) of Section 2.2(C) of the OEA is hereby deleted and
      the following language is hereby substituted therefor:

            "Sanitary sewer and water (fire and domestic) loops around the
            Primary Building Area; all costs relating to the operation,

                                        2

<PAGE>

            maintenance, relocation, replacement and/or abandonment thereof
            shall be allocated to each Party owning a Tract within the Primary
            Building Area as follows: 27.7% to the Target Parcel, 19.8% to the
            Kohl's Parcel and 52.5% to the Developer Parcel."

      6.    SIGN EASEMENT. Section 2.4 of the OEA is hereby deleted and the
following language is hereby substituted therefor:

            "(A) Target Monument Sign. Developer hereby grants and conveys to
            Target, its successors and assigns as the owner of the Target
            Parcel, a perpetual easement for the construction, reconstruction,
            replacement, operation, maintenance and repair of a sign structure,
            including the right and privilege to place thereon or affix thereto
            identification panels (collectively, the Target Monument Sign")
            over, under, upon and across that portion of the Developer Parcel
            identified on the Site Plan as the "Target Monument Sign Area",
            together with reasonable access over, under, upon, through and
            across the Developer Parcel to install, replace, maintain, repair
            and operate a Separate Utility Line pursuant to the terms and
            conditions set forth in Section 2.2 above in order to provide the
            Target Monument Sign with power. Target shall cause the Target
            Monument Sign to be maintained at its sole cost and expense pursuant
            to Governmental Requirements, in a safe condition and good state of
            repair. If the Target Monument Sign Area is no longer available for
            freestanding sign purposes because of a condemnation or any
            Governmental Requirements, the owner of the Tract upon which the
            Target Monument Sign was located shall designate a replacement
            Target Monument Sign Area with comparable visibility as close to the
            original location as reasonably possible. Target shall be entitled
            to receive any condemnation or other award paid relating to the
            displaced sign structure, including any relocation benefits, and at
            its election, Target may cause a new sign structure to be
            constructed within the replacement Target Monument Sign Area. The
            foregoing easement, together with the rights included therewith,
            shall be for the benefit of and appurtenant to the Target Parcel and
            shall be binding on, enforceable against and burden the Developer
            Parcel. Target shall have the right to release the easement, and
            upon such release Target shall remove its panels and thereafter have
            no further rights, duties or responsibilities with respect to the
            Target Monument Sign Area and/or the Target Monument Sign.

            (B) Pylon Sign A and Pylon Sign C. The Parties intend to erect sign
            structures identified as Pylon Sign A and Pylon Sign C within those
            portions of the Developer Parcel identified on the Site Plan as
            "Pylon Sign A Area" and "Pylon Sign C Area", respectively, upon
            which certain identification panel(s) may be installed, replaced,
            maintained and operated. Initially, the design of each sign
            structure and the allocation of space for the various panel areas
            thereon is shown on Exhibit C-1 attached hereto; provided, however,
            that another sign structure design may be approved either during

                                        3

<PAGE>

            the term of this OEA by the Approving Parties and the Persons
            entitled to place identification panels thereon, or following the
            expiration of this OEA, by the Persons that are entitled to place
            identification panels on the applicable sign structure. Each Person
            attaching an identification panel to the sign structure shall cause
            such identification panel (including any backlit lighting) to be
            maintained at its sole cost and expense pursuant to Governmental
            Requirements, in a safe condition and good state of repair.

            The maintenance and/or replacement of Pylon Sign A and/or Pylon Sign
            C shall be performed by a Person designated by the majority of the
            Persons entitled to place identification panels thereon and such
            costs shall be allocated to each Person entitled to place
            identification panels on the respective sign structures based on
            panel area allocated to each, even if such identification panel area
            is not used; the Parties initially designate Operator to perform
            such maintenance. If either Pylon Sign A Area or Pylon Sign C Area
            is no longer available for freestanding sign purposes because of a
            condemnation or any Governmental Requirements, the owner of the
            Developer Parcel shall designate a replacement sign area with
            comparable visibility as close to the original location as is
            reasonably possible. The Person designated by the majority of the
            Persons entitled to place identification panels on the affected sign
            structure shall be entitled to receive any condemnation or other
            award paid relating to the displaced sign structure, including any
            relocation benefits, and such Person shall cause a new sign
            structure to be constructed in the replacement sign structure area
            in accordance with the design criteria then applicable. If the award
            received for the sign structure is less than the cost to replace it,
            then the Persons entitled to place identification panels thereon
            shall pay the deficiency based on the panel area allocated to each,
            even if such identification panel area is not used. The award
            (whether paid separately or as part of a lump sum) attributable to
            each identification panel taken shall belong to the owner thereof.

            Developer shall have the right to grant easements for the
            identification panel area specified on Exhibit C-1 for Pylon Sign A
            and Pylon Sign C. Each such grant shall (a) automatically
            incorporate therein the provisions set forth above in the preceding
            two (2) paragraphs, (b) recognize any prior panel easement grant,
            particularly the grants to Target and Kohl's specified below, and
            (c) specify which identification panel area on the sign structure is
            the subject of the panel easement grant. Developer shall deliver a
            copy of the recorded easement to Target, Kohl's and each other
            Person holding a prior identification panel easement right with
            respect to the sign structure. All panel areas on the sign structure
            not granted by Developer to others by easement are specifically
            reserved to Developer, subject to the restrictions set forth in
            Section 5.3.

                                        4

<PAGE>

            Developer hereby grants and conveys to Target, Kohl's and their
            respective successors and assigns as the owners of the Target Parcel
            and the Kohl's Parcel, respectively, a perpetual easement for the
            right and privilege to place or affix identification panel(s) of the
            size and in the area (both sides of structure) shown on Exhibit C-1
            to Pylon Sign A and Pylon Sign C; the easement grant shall include
            reasonable access over, across and upon the Developer Parcel to
            permit such identification panel(s) to be installed, replaced,
            maintained and operated. In the event either of the sign structures
            is not erected and maintained by Developer during the term of this
            OEA, or at any time thereafter, then the aforesaid easement grant to
            Target and Kohl's shall also include the right for Target and/or
            Kohl's to construct, reconstruct, replace, maintain and operate the
            sign structure within the applicable area, together with reasonable
            access over, under, upon, through and across the Developer Parcel to
            install, replace, maintain, repair and operate a Separate Utility
            Line pursuant to the terms and provisions set forth in Section 2.2
            above in order to provide such sign structure and identification
            panels with power. If Target elects to construct a sign structure,
            (i) Target shall do so in accordance with the design criteria then
            applicable, (ii) upon Developer's payment to Target within one (1)
            year of the construction of the sign structure by Target, of
            Developer's share (based on panel area allocated to each in the
            design criteria) of the costs incurred by Target to obtain permits
            for, construction of, and bring power to the sign structure,
            Developer shall retain the right to grant easements for
            identification panel areas as set forth in the immediately preceding
            paragraph, and (iii) upon Kohl's payment to Target, within one (1)
            year of the construction of the sign structure by Target, of Kohl's
            share (based on panel area allocated to each in the design criteria)
            of the costs incurred by Target to obtain permits for, construction
            of, and bring power to the sign structure, Kohl's shall retain the
            right to use the easements herein granted for identification panel
            areas as set forth in the immediately preceding paragraph. If Kohl's
            elects to construct a sign structure, (x) Kohl's shall do so in
            accordance with the design criteria then applicable, (y) upon
            Developer's payment to Kohl's, within one (1) year of the
            construction of the sign structure by Kohl's, of Developer's share
            (based on panel area allocated to each in the design criteria) of
            the costs incurred by Kohl's to obtain permits for, construction of,
            and bring power to the sign structure, Developer shall retain the
            right to grant easements for identification panel areas as set forth
            in the immediately preceding paragraph, and (z) upon Target's
            payment to Kohl's, within one (1) year of the construction of the
            sign structure by Kohl's, of Target's share (based on panel area
            allocated to each in the design criteria) of the costs incurred by
            Kohl's to obtain permits for, construction of, and bring power to
            the sign structure, Target shall retain the right to use the
            easements herein granted for identification panel areas as set forth
            in the immediately preceding paragraph. The foregoing easement grant
            to Target and Kohl's, together with all rights and privileges
            specified, shall be for the benefit of the Target Parcel and the
            Kohl's Parcel, respectively, and shall be binding on, enforceable
            against and burden the Developer Parcel. Target and Kohl's shall
            have the right to release each easement, and upon such release the

                                        5

<PAGE>

            releasing Party shall remove its identification panel(s) and
            thereafter have no further rights, duties or responsibilities with
            respect to that sign structure.

            (C) Pylon Sign B. The Parties intend to erect a sign structure
            identified as Pylon Sign B within that portion of the Kohl's Parcel
            identified on the Site Plan as "Pylon Sign B Area" upon which
            certain identification panel(s) may be installed, replaced,
            maintained and operated. Initially, the design of Pylon Sign B and
            the allocation of space for the various panel areas thereon is shown
            on Exhibit C-1 attached hereto; provided, however, that another sign
            structure design may be approved either during the term of this OEA
            by the Approving Parties and the Persons entitled to place
            identification panels thereon, or following the expiration of this
            OEA, by the Persons that are entitled to place identification panels
            on Pylon Sign B. Each Person attaching an identification panel to
            Pylon Sign B shall cause such identification panel (including any
            backlit lighting) to be maintained at its sole cost and expense
            pursuant to Governmental Requirements, in a safe condition and good
            state of repair.

            The maintenance and/or replacement of Pylon Sign B shall be
            performed by a Person designated by the majority of the Persons
            entitled to place identification panels thereon and such costs shall
            be allocated to each Person entitled to place identification panels
            on Pylon Sign B based on panel area allocated to each, even if such
            identification panel area is not used; the Parties initially
            designate Operator to perform such maintenance. If the Pylon Sign B
            Area is no longer available for freestanding sign purposes because
            of a condemnation or any Governmental Requirements, the owner of the
            Kohl's Parcel shall designate a replacement sign area with
            comparable visibility as close to the original location as is
            reasonably possible. The Person designated by the majority of the
            Persons entitled to place identification panels on Pylon Sign B
            shall be entitled to receive any condemnation or other award paid
            relating to the displaced sign structure, including any relocation
            benefits, and such Person shall cause a new sign structure to be
            constructed in the replacement sign structure area in accordance
            with the design criteria then applicable. If the award received for
            Pylon Sign B is less than the cost to replace it, then the Persons
            entitled to place identification panels thereon shall pay the
            deficiency based on the panel area allocated to each, even if such
            identification panel area is not used. The award (whether paid
            separately or as part of a lump sum) attributable to each
            identification panel taken shall belong to the owner thereof.

            Developer shall have the right to grant easements for the
            identification panel area specified on Exhibit C-1 for Pylon Sign B.
            Each such grant shall (a) automatically incorporate therein the
            provisions set forth above in the preceding two (2) paragraphs, (b)
            recognize any prior panel easement grant,

                                        6

<PAGE>

            particularly the grants to Target and Kohl's specified below, and
            (c) specify which identification panel area on Pylon Sign B is the
            subject of the panel easement grant. Developer shall deliver a copy
            of the recorded easement to Target, Kohl's and each other Person
            holding a prior identification panel easement right with respect to
            Pylon Sign B. All panel areas on Pylon Sign B not granted by
            Developer to others by easement are specifically reserved to
            Developer, subject to the restrictions set forth in Section 5.3.

            Developer hereby grants and conveys to Target, Kohl's and their
            respective successors and assigns as the owners of the Target Parcel
            and the Kohl's Parcel, respectively, a perpetual easement for the
            right and privilege to place or affix identification panel(s) of the
            size and in the area (both sides of structure) shown on Exhibit C-1
            to Pylon Sign B.

            Kohl's hereby grants and conveys to Target, Developer and their
            respective successors and assigns as the owners of the Target Parcel
            and the Developer Parcel, respectively, a perpetual easement for the
            right and privilege of reasonable access over, across and upon the
            Kohl's Parcel to permit such identification panel(s) to be
            installed, replaced, maintained and operated on Pylon Sign B. Kohl's
            hereby grants and conveys to Developer, its successors and assigns
            as the owner of the Developer Parcel, a perpetual easement for the
            right and privilege of reasonable access over, across and upon the
            Kohl's Parcel to permit the construction, installation, replacement,
            maintenance and operation of Pylon Sign B.

            In the event that Pylon Sign B is not erected and maintained by
            Developer during the term of this OEA, or at any time thereafter,
            then the aforesaid easement grant to Target and Kohl's shall also
            include the right for Target and Kohl's to construct, reconstruct,
            replace, maintain and operate Pylon Sign B within the Pylon Sign B
            Area, together with reasonable access over, under, upon, through and
            across the Kohl's Parcel to install, replace, maintain, repair and
            operate a Separate Utility Line pursuant to the terms and provisions
            set forth in Section 2.2 above in order to provide Pylon Sign B and
            its identification panels with power. If Target elects to construct
            Pylon Sign B, (i) Target shall do so in accordance with the design
            criteria then applicable, (ii) upon Developer's payment to Target
            within one (1) year of the construction of Pylon Sign B by Target of
            Developer's share (based on panel area allocated to each in the
            design criteria) of the costs incurred by Target to obtain permits
            for, construction of, and bring power to Pylon Sign B, Developer
            shall retain the right to grant easements for identification panel
            areas as set forth in this Section 2.4(C), and (iii) upon Kohl's
            payment to Target within one (1) year of the construction of Pylon
            Sign B by Target of Kohl's share (based on panel area allocated to
            Kohl's in the design criteria) of the costs incurred by Target to
            obtain permits for, construction of, and bring power to Pylon Sign
            B, Kohl's shall retain the right to use the easements for
            identification panel areas as set forth in this Section 2.4(C). If
            Kohl's elects to construct Pylon Sign B, (x) Kohl's shall do so in
            accordance

                                        7

<PAGE>

            with the design criteria then applicable, (y) upon Developer's
            payment to Kohl's within one (1) year of the construction of Pylon
            Sign B by Kohl's of Developer's share (based on panel area allocated
            to Developer in the design criteria) of the costs incurred by Kohl's
            to obtain permits for, construction of, and bring power to Pylon
            Sign B, Developer shall retain the right to grant easements for
            identification panel areas as set forth in this Section 2.4(C), and
            (z) upon Target's payment to Kohl's within one (1) year of the
            construction of Pylon Sign B by Kohl's of Target's share (based on
            panel area allocated to Target in the design criteria) of the costs
            incurred by Kohl's to obtain permits for, construction of, and bring
            power to Pylon Sign B, Target shall retain the right to use the
            easements for identification panel areas as set forth in this
            Section 2.4(c).

            The foregoing easement grants to Target, Kohl's and Developer,
            together with all rights and privileges specified, shall be for the
            benefit of the Target Parcel, the Kohl's Parcel and the Developer
            Parcel, respectively, and shall be binding on, enforceable against
            and burden the Tract of the granting Party. Target and Kohl's shall
            have the right to release each easement, and upon such release the
            releasing Party shall remove its identification panel(s) and
            thereafter have no further rights, duties or responsibilities with
            respect to Pylon Sign B.

            (D) In the event a Party fails to perform its obligations under
            Section 2.4, any affected Party shall have a right to claim a
            default pursuant to Section 6.1, and avail itself of all the
            provisions therein contained, including the right to lien a
            Defaulting Party's Tract, and receive interest on all sums expended
            to cure such default. This provision shall survive the termination
            of this OEA."

      7.    STAGING AREA. The following language is hereby added at the end of
the fourth sentence of Section 3.1(D) of the OEA:

      "and if a business is operating on the Kohl's Parcel then no other Party's
      staging and/or storage area shall be located within one hundred (100) feet
      of the Kohl's Parcel, unless such area is located within a Building Area."

                                        8

<PAGE>

      8.    REDEVELOPMENT OF SHOPPING CENTER. Section 3.1(F) of the OEA is
hereby deleted and the following language is hereby substituted therefor:

      "The Parties acknowledge that the Shopping Center is to be redeveloped
      from its currently existing condition as shown on sheet 1 of the Exhibit Y
      attached hereto, and such activity is intended to occur in three (3)
      stages as shown on sheets 2, 3 and 4 of Exhibit Y, it being understood and
      agreed that the contemplated redevelopment of the Shopping Center is shown
      on the Site Plan. Developer shall be performing the removal of the
      existing improvements shown on sheets 2, 3 and 4, and shall have the
      right, but not the obligation, to construct the Buildings and associated
      Common Area contemplated on sheet 3. Target shall have the right, but not
      the obligation, to construct the Buildings and associated Common Area
      shown on sheet 2. Kohl's shall have the right, but not the obligation, to
      construct the Buildings and associated Common Area shown on sheet 4.
      During the work contemplated by sheet 3 of Exhibit Y, Developer shall
      cause a barrier of material and height approved by Target and Kohl's to be
      constructed around the Building Areas being improved. Such barrier shall
      be kept in place, in good condition and repair, until the exterior of the
      Building being so constructed is completed."

      9.    PARKING RATIO.

            The first paragraph of Section 3.2(E) is hereby deleted and the
      following language is hereby substituted therefor:

            "The parking area on the Target Parcel, the Kohl's Parcel and on
      each separate Tract comprising the Developer Parcel shall contain
      sufficient ground level parking spaces, without reliance on parking spaces
      that may be available on another Tract, in order to comply with the
      greater of Governmental Requirements or the following minimum
      requirements:

            (i)   Five (5.0) parking spaces for each one thousand (1,000) square
                  feet (plus prorata parking spaces for any excess portion
                  thereof) of Floor Area; provided, however, the minimum
                  requirement for the Kohl's Parcel shall be four and one-half
                  (4.5) parking spaces for each one thousand (1,000) square feet
                  (plus prorata parking spaces for any excess portion thereof)
                  of Floor Area.

            (ii)  If a business use contains a drive-up unit (such as a remote
                  banking teller or food ordering/dispensing facility), then
                  there shall also be created space for stacking not less than
                  five (5) automobiles for each drive-up unit."

      10.   BUILDING IMPROVEMENTS.

            (a)   The first sentence of the second paragraph of Section 3.3(A)
      of the OEA is hereby deleted and the following language is hereby
      substituted therefor:

                                        9

<PAGE>

            "If the number of "square feet" of building space within the
            Shopping Center is restricted by Governmental Requirements, the
            Parties hereby allocate the permitted square footage as follows: (i)
            to the Target Parcel, the number of square feet necessary to
            accommodate 123,680 square feet of Floor Area, plus any Outside
            Sales Area; (ii) to the Kohl's Parcel, the number of square feet
            necessary to accommodate 88,248 square feet of Floor Area, plus an
            expansion area of up to 20,000 square feet of Floor Area and any
            Outside Sales Area; and (iii) to the Developer Parcel, the balance
            of such permitted square footage."

            (b)   The following language is hereby added at the end of fourth
      sentence of Section 3.3(B) of the OEA:

            "and the Approving Parties waive the requirement for the submission
            of Plans (but not the requirement to comply with the Theme) for the
            initial Building to be constructed on the Kohl's Parcel and any
            permitted expansion thereof if such Building and any permitted
            expansion reflects a prototype "Kohl's" retail store"

            (c)   The last paragraph of Section 3.3(C) of the OEA is hereby
      deleted and the following language is hereby substituted therefor:

            "Along the common boundary line between the Developer Tract and the
      Target Tract, the separation of Building walls shall be no less than two
      (2) inches, and along the common boundary line between the Developer Tract
      and the Kohl's Tract, the separation of Building walls shall be no less
      than two (2) inches. Target agrees to use reasonable efforts to locate its
      Building wall at least one (1) inch from the common boundary line, but in
      no event more than two (2) inches therefrom. Kohl's agrees to use
      reasonable efforts to locate its Building wall at least one (1) inch from
      the common boundary line, but in no event more than two (2) inches
      therefrom. Developer agrees to use reasonable efforts to locate its
      Building wall at least one (1) inch from the common boundary line, but in
      no event more than two (2) inches therefrom."

            (d)   The first sentence of Section 3.3(D) of the OEA is hereby
      deleted and the following language is hereby substituted therefor:

            "The Parties acknowledge that Target initially proposes to construct
            on the Target Parcel a Building which is classified as an "unlimited
            area" building under certain building codes and that Kohl's
            initially proposes to construct on the Kohl's Parcel a Building
            which is classified as an "unlimited area" building under certain
            building codes (by way of explanation, but not limitation, an
            "unlimited area" building is designated II-N or V-N under the
            Uniform Building Code)."

                                       10

<PAGE>

            (e)   The following language is hereby added after clause (iii) of
      Section 3.3(E) of the OEA:

                  "(iv) On the Kohl's Parcel                 - 40 feet"

      11.   COMMON AREA MAINTENANCE.

            (a)   In Section 4.3(B) of the OEA, (i) the phrase "Participating
      Party" is hereby deleted in each instance and the phrase "Approving Party"
      is hereby substituted therefor, (ii) the phrase "Participating Party's" is
      hereby deleted in each instance and the phrase "Approving Party's" is
      hereby substituted therefor, and (iii) the phrase "Participating Parties"
      is hereby deleted in each instance (other than in the third to the last
      line of the second paragraph of Section 4.3(B) where the phrase shall not
      be deleted) and the phrase "Approving Parties" is hereby substituted
      therefor.

            (b)   The second "Section 4.3(A)" of the OEA is hereby renumbered as
      "Section 4.3(C)". The first sentence of Section 4.3(C) of the OEA is
      hereby deleted and the following language is hereby substituted therefor:

                  "Common Area Maintenance Costs and the Administration Fee
            shall be allocated based on Tract size, as follows:

                  To the Developer Parcel (36.50 acres)                   62.78%

                  To the Target Parcel (12.48 acres)                      21.46%

                  To the Kohl's Parcel (9.161 acres)                      15.76%

            (c)   The following language is hereby added to Article IV of the
      OEA as Section 4.3(F):

                  "(F)  Kohl's shall have the right, upon giving not less than
            sixty (60) days written notice to Operator, to take-over and assume
            the maintenance of the Common Area upon the Kohl's Parcel. Following
            the effective date of such take-over and assumption, Kohl's shall
            maintain the Common Area on its Parcel, and shall pay all costs and
            expenses incurred in connection therewith; provided, however,
            Operator shall continue to (i) maintain the Common Utility Lines of
            the Shopping Center, regardless of location, (ii) maintain the
            Common Area supervisory program, if any, and (iii) maintain any sign
            structure upon which a Kohl's panel is attached. Upon such take-over
            and assumption, Kohl's shall be released from the obligation to
            contribute towards Common Area Maintenance Costs for the balance of
            the Common Area, except with respect to those functions identified
            above for which continued participation is mandatory or elected.
            Kohl's share of such costs shall be paid in accordance with the
            allocation set forth in Section 4.3(C), Section 2.4(B) or Section
            2.2(C), as the case may

                                       11

<PAGE>

            be; provided, however, if such costs exceed Two Thousand and No/100
            Dollars ($2,000.00) in any calendar year, then Developer shall be
            responsible for the payment of Developer's allocated share and
            Kohl's allocated share of such costs which are in excess of Two
            Thousand and No/100 Dollars ($2,000.00). Operator shall continue to
            maintain the balance of the Common Area in accordance with the
            standards set forth herein.

                  Kohl's shall have the right to cause Operator to resume the
            operation and maintenance of the Common Area on the Kohl's Parcel
            upon the satisfaction of the following conditions:

                        (i)   Kohl's shall give Operator at least sixty (60)
                              days prior notice of Kohl's intention to have
                              Operator resume the operation and maintenance of
                              the Common Area on the Kohl's Parcel; provided,
                              however, such date for resumption shall always be
                              the first day of a calendar quarter; and

                        (ii)  Prior to the date established for Operator to
                              resume the maintenance and operation thereof,
                              Kohl's shall, at its sole cost and expense, cause
                              the Common Area on its Parcel to be at least equal
                              to the same condition of maintenance then existing
                              on the other portions of the Common Area then
                              being maintained by Operator.

                  Provided the above conditions are satisfied, concurrently with
            the designated date, Operator shall resume full operation and
            maintenance of the Common Area located on the Kohl's Parcel and
            Kohl's shall be responsible for its share of Common Area Maintenance
            Costs as set forth in Section 4.3(C)."

      12.   USE.

            (a)   In clause (x) of Section 5.1(B) of the OEA, the phrase "movie
      theater or" is hereby added before the phase "live performance theater".

            (b)   Clause (xvi) of Section 5.1(B) of the OEA is hereby deleted
      and the phrase "Any health spa, fitness center or workout facility which
      contains more than three thousand five hundred (3,500) square feet of
      Floor Area" is hereby substituted therefor.

            (c)   In clause (ii) of Section 5.1(D) of the OEA, the phrase "or
      the Kohl's Parcel" is hereby inserted after the phrase "the Target
      Parcel".

                                       12

<PAGE>

            (d)   In clause (i) of Section 5.1(E) of the OEA, the phrase "or
      within two hundred (200) feet of the Building Area located on the Kohl's
      Parcel" is hereby inserted after the phrase "the Target Parcel".

            (e)   Clause (ii) of Section 5.1(E) of the OEA is hereby deleted in
      its entirety and the following language is hereby substituted therefor:

            "No health spa, fitness center or workout facility shall be located
            thereon within four hundred (400) feet of the Target Parcel or
            within three hundred (300) feet of the Building Area located on the
            Kohl's Parcel."

            (f)   The first sentence of Section 5.1(F) of the OEA is hereby
      deleted and the following language is hereby substituted therefor:

                  "The names "Target", "Greatland", "SuperTarget" or any
            variation using the name Target" shall not be used to identify the
            Shopping Center or any business or trade conducted on the Developer
            Parcel or the Kohl's Parcel. The names "Kohl's" or any variation
            using the name "Kohl's" shall not be used to identify the Shopping
            Center or any business or trade conducted on the Developer Parcel or
            the Target Parcel."

      13.   OCCUPANT SIGNS. Section 5.3(A) of the OEA is hereby deleted and the
following language is hereby substituted therefor:

            "(A) No freestanding sign shall be permitted within the Shopping
      Center unless constructed in one of the specific areas designated on the
      Site Plan, and only one (1) such sign structure may be located in each
      sign area. Each sign structure at the Shopping Center shall be utilized as
      follows:

      "Pylon Sign A"    The design criteria for the sign structure to be located
                        in the area designated "Pylon Sign A" on the Site Plan,
                        and identification panel designations, are shown on
                        Exhibit C-1. An identification panel may be attached to
                        the top of this sign structure specifying the name of
                        the Shopping Center. Target shall have the right to
                        attach in the space indicated one (1) identification
                        panel to this sign structure for each of up to two (2)
                        Occupants of the Target Parcel. Kohl's shall have the
                        right to attach in the space indicated one (1)
                        identification panel to this sign structure for each of
                        up to two (2) Occupants of the Kohl's Parcel. Developer
                        shall have the right to attach one (1) identification
                        panel to this sign structure for each of up to eight (8)
                        Occupants of the Developer Parcel, it being understood
                        and agreed that Occupant panel

                                       13

<PAGE>


                        designations on Exhibit C-1 are illustrative only, and
                        are not binding on Developer.

      "Pylon Sign B"    The design criteria for the sign structure to be located
                        in the area designated "Pylon Sign B" on the Site Plan,
                        and identification panel designations, are shown on
                        Exhibit C-1. An identification panel may be attached to
                        the top of this sign structure specifying the name of
                        the Shopping Center. Target shall have the right to
                        attach one (1) identification panel to this sign
                        structure for each of up to two (2) Occupants of the
                        Target Parcel. Kohl's shall have the right to attach in
                        the space indicated one (1) identification panel to this
                        sign structure for each of up to two (2) Occupants of
                        the Kohl's Parcel. Developer shall have the right to
                        attach one (1) identification panel to this sign
                        structure for each of up to seven (7) Occupants of the
                        Developer Parcel, it being understood and agreed that
                        Occupant panel designations on Exhibit C-1 are
                        illustrative only, and are not binding on Developer.

      "Pylon Sign C"    The design criteria for the sign structure to be located
                        in the area designated "Pylon Sign C" on the Site Plan,
                        and identification panel designations, are shown on
                        Exhibit C-1. An identification panel may be attached to
                        the top of this sign structure specifying the name of
                        the Shopping Center. Target shall have the right to
                        attach one (1) identification panel to this sign
                        structure for each of up to two (2) Occupants of the
                        Target Parcel. Kohl's shall have the right to attach in
                        the space indicated one (1) identification panel to this
                        sign structure for each of up to two (2) Occupants of
                        the Kohl's Parcel. Developer shall have the right to
                        attach one (1) identification panel to this sign
                        structure for each of up to six (6) Occupants of the
                        Developer Parcel, it being understood and agreed that
                        Occupant panel designations on Exhibit C-1 are
                        illustrative only, and are not binding on Developer.

      "Target Monument
      Sign"             The design criteria for the sign structure to be located
                        in the area designated "Target Monument Sign" on the
                        Site Plan, and identification panel designation, are

                                       14

<PAGE>

                        shown on Exhibit C-1. An identification panel may be
                        attached to the top of this sign structure specifying
                        the name of the Shopping Center. Target shall have the
                        right to attach one (1) identification panel to this
                        sign structure for one (1) Occupant of the Target
                        Parcel.

      Developer agrees to cause Pylon Sign A, Pylon Sign B and Target Monument
Sign to be constructed in the locations designated on the Site Plan prior to May
1, 2004, in accordance with the criteria set forth in Exhibit C-1. Developer
shall cause the identification panel for the Shopping Center name to be attached
to all signs, and Developer, Target and Kohl's shall cause their respective
identification panels to be attached to the various sign structures when
desired. Once constructed, (a) Pylon Sign A and Pylon Sign B shall be maintained
as originally constructed pursuant to the provisions of Sections 2.4 (B) and
(C), as the case may be, and such costs (including cost of providing power)
shall be allocated and paid as provided therein, and (b) the Target Monument
Sign shall be maintained by Target.

      Developer agrees to cause Pylon Sign C to be constructed in the location
designated on the Site Plan prior to August 15, 2005, in accordance with the
criteria set forth in Exhibit C-1. Developer shall cause the identification
panel for the Shopping Center name to be attached to Pylon Sign C, and
Developer, Target and Kohl's shall cause their respective identification panels
to be attached to Pylon Sign C when desired. Once constructed, Pylon Sign C
shall be maintained as originally constructed pursuant to the provisions of
Section 2.4 (B), and such costs (including cost of providing power) shall be
allocated and paid as provided therein.

      Each Party shall cause the identification panel (including any backlit
lighting) of its Occupant attached to or forming a part of the sign structure to
be maintained at its sole cost and expense pursuant to Governmental
Requirements, in a safe condition and in a good state of repair. In the event a
Party elects not to attach an identification panel to the sign structure when
initially constructed, but later decides to have its Occupant's identification
panel attached thereto, then the Party making such later decision shall pay all
costs, regardless of nature or origin, necessary to permit the attachment of
such identification panel to the sign structure; provided however, that none of
the previously attached identification panels on such sign structure shall be
required to be modified or relocated in order to permit the attachment of such
additional identification panel.

      The Parties hereby approve the design of the sign structures shown on
Exhibit C-1 and any identification panels indicated thereon. To the extent not
shown on Exhibit C-1, the Approving Parties shall have the right to approve the
design and size of all sign structures located within the Shopping Center,
including the identification panels to be attached thereto; provided, however,
that the identification panel for an Occupant of more than twenty-five thousand
(25,000) square feet of Floor Area shall not be subject to the approval of the
Approving Parties so long as such identification panel is the standard

                                       15

<PAGE>

prototype panel for said Occupant, as the same exists from time to time. No
"reader board" type sign shall be permitted within the Shopping Center.

      14.   INSURANCE.

            (a)   The following language is hereby added to Section 5.4(A) of
                  the OEA:

                        (iii) Commercial General Liability Insurance covering
                  the Common Area with a combined single limit of liability of
                  Five Million Dollars ($5,000,000.00) in Constant Dollars for
                  bodily injury, personal injury and property damage, arising
                  out of any one occurrence; each Party shall be an "additional
                  insured" under such policy. Such insurance shall specifically
                  cover the agreement to defend, protect, indemnify and hold
                  harmless imposed on Operator pursuant to the last paragraph in
                  this Section 5.4(A). The Participating Parties agree that the
                  insurance maintained by Operator shall be primary insurance
                  and not contributory with the insurance maintained by each of
                  the Participating Parties pursuant to Section 5.4 (B), or any
                  other insurance maintained by any of the Participating
                  Parties. If any Party is operating and maintaining the Common
                  Area on its Tract, and such Party elects not to participate in
                  Operator's liability insurance program regarding the Common
                  Area, then Operator shall be released from its obligation to
                  carry such insurance on such Party's Tract.

            (b)   The following language is hereby added between the second and
      third sentences of the first paragraph of Section 5.4(E):

                  "A Party shall be permitted to have an Affiliate (as defined
                  below) provide the insurance required hereunder if such
                  Affiliate (i) agrees in writing that its program is applicable
                  to such Party and (ii) guarantees performance of such Party's
                  insurance obligations under this OEA; provided, however, such
                  Affiliate may undertake the self-insurance obligation only if
                  it satisfies the financial criteria requirement set forth
                  above. For the purposes of this paragraph, an "Affiliate"
                  shall mean an entity owning at least fifty percent (50%)
                  interest in the applicable Party."

      15.   DEFAULT. Clause (i) of Section 6.1 (A) of the OEA is hereby deleted
and the following language is hereby substituted therefor:

      The failure to make any payment required to be made hereunder within ten
      (10) days after written notice from Operator or another Party.

                                       16

<PAGE>


      16.   NOTICES. The initial address of Kohl's shall be:

                        Kohl's Indiana, L.P.
                        c/o Kohl's Department Stores, Inc.
                        N56 W17000 Ridgewood Drive
                        Menomonee Falls, Wl 53051
                        Attention: Law Department

      17.   DEVELOPER PARCEL. The legal description of the Developer Parcel
attached to the OEA as Exhibit B is hereby deleted and replaced with the revised
legal description of the Developer Parcel attached hereto as Exhibit B-1. All
references in the OEA to the "Developer Parcel" or "Exhibit B" shall hereafter
refer to the Developer Parcel as legally described on Exhibit B-1 attached
hereto.

      18.   MODIFICATION OF DESIGN OF SIGNS. The design of signs attached to the
OEA as Exhibit C is hereby deleted and replaced with the revised design of signs
attached hereto as Exhibit C-1. All references in the OEA to "Exhibit C" shall
hereafter refer to Exhibit C-1 attached hereto.

      19.   MODIFICATION OF ARCHITECTURAL THEME. The architectural theme
attached to the OEA as Exhibit D is hereby deleted and replaced with the revised
architectural theme attached hereto as Exhibit D-1. All references in the OEA to
"Exhibit D" shall hereafter refer to Exhibit D-1 attached hereto.

      20.   MODIFICATION OF SITE PLAN. The Site Plan attached to the OEA as
Exhibit X is hereby deleted and replaced with the revised Site Plan attached
hereto as Exhibit X-1. All references in the OEA to the "Site Plan" or "Exhibit
X" shall hereafter refer to the Site Plan attached hereto as Exhibit X-1.

      21.   MODIFICATION OF PHASED REDEVELOPMENT. Sheet 3 and Sheet 4 of Exhibit
Y are hereby deleted and replaced with the revised Sheet 3 and Sheet 4 of
Exhibit Y-1 attached hereto. All references in the OEA to "Exhibit Y" shall
hereafter refer to the Exhibit Y-1 as revised and attached hereto.

      22.   CONFIRMATION OF AGREEMENT. Except as set forth herein, all other
terms and conditions of the OEA shall remain unmodified and in full force and
effect. The OEA as amended herein is hereby confirmed and ratified by each of
the Parties hereto.

      23.   APPROVALS; BINDING EFFECT. Each of the parties represents and
warrants that it has the full capacity, right, power and authority to execute,
deliver and perform this First Amendment, and all required actions, consents and
approvals therefor have been duly taken and obtained. Furthermore, each of the
parties represents and warrants that upon full execution of this First
Amendment, the OEA as amended by this First Amendment shall be binding on all
parties with any interest in their respective Tracts as defined in the OEA,
including the holder of any mortgagee's interest. This First Amendment shall be
binding on the parties hereto and their respective heirs, successors and
assigns.

                                       17

<PAGE>

      24. COUNTERPARTS. This First Amendment may be signed in any number of
counterparts, each of which shall be deemed an original and all of which
together constitute one and the same instrument. In addition, signature and
acknowledgment pages from any counterpart may be removed and attached to any
other counterpart so that any counterpart with all such signature and
acknowledgment pages attached shall be deemed to be a complete and
fully-executed original.

                  [Remainder of page intentionally left blank.]

                                       18

<PAGE>

                             TARGET'S SIGNATURE PAGE
                                       FOR
                               FIRST AMENDMENT TO
                        OPERATION AND EASEMENT AGREEMENT
                                     BETWEEN
                               TARGET CORPORATION,
                               KOHL'S INDIANA, LP.
                                       AND
                           KSK - SCOTTSDALE MALL, L.P.

      IN WITNESS WHEREOF, Target, Developer and Kohl's have executed this First
Amendment as of the date first above written.

"TARGET"

TARGET CORPORATION,
a Minnesota corporation

By: ______________________________
 Name: ___________________________
 Title: __________________________

STATE OF MINNESOTA   )
                     ) SS.
COUNTY OF HENNEPIN   )

      On this______day of______________________________, 2004, before me, a
Notary Public within and for said County, personally
appeared_____________________________________________________________, to me
personally known, being first by me duly sworn, did say that he is the
__________________________________of Target Corporation, a Minnesota
corporation, and that said instrument was signed on behalf of said corporation
by authority of its Board of Directors
and___________________________________________acknowledged said instrument to be
the free act and deed of said corporation.

                                               _________________________________
                                                    Notary Public

My Commission Expires:_______________________________

My County of Residence:______________________________

<PAGE>


                              KOHL'S SIGNATURE PAGE
                                       FOR
                               FIRST AMENDMENT TO
                        OPERATION AND EASEMENT AGREEMENT
                                     BETWEEN
                               TARGET CORPORATION,
                              KOHL'S INDIANA, L.P.
                                       AND
                           KSK - SCOTTSDALE MALL, L.P.

      IN WITNESS WHEREOF, Target, Developer and Kohl's have executed this First
Amendment as of the date first above written.

"KOHL'S"

KOHL'S INDIANA, L.P,
a Delaware limited partnership

By:   Kohl's Department Stores, Inc., a
      Delaware corporation, its general partner

      By: ______________________________
        Name: __________________________
        Title: _________________________

      Attest: __________________________
        Name: __________________________
        Title:__________________________

STATE OF WISCONSIN      )
                        ) SS.
COUNTY OF WAUKESHA      }

      On this________day of____________________________, 2004, before me, a
Notary Public within and for said County, personally appeared
__________________________ and __________________________________, to me
personally known, being first by me duly sworn, did say that they are the
___________________________________ and ____________________________________,
respectively of Kohl's Department Stores, Inc., a Delaware corporation, the
general partner of Kohl's Indiana, L.P., a Delaware limited partnership, and
that said instrument was signed on behalf of said corporation and limited
partnership by authority of said corporation's Board of Directors and said
officers acknowledged said instrument to be the free act and deed of said
corporation and limited partnership.

                                                 _______________________________
                                                     Notary Public

My Commission Expires:_______________________________

My County of Residence:______________________________

<PAGE>

                           DEVELOPER'S SIGNATURE PAGE
                                       FOR
                               FIRST AMENDMENT TO
                        OPERATION AND EASEMENT AGREEMENT
                                     BETWEEN
                               TARGET CORPORATION,
                              KOHL'S INDIANA, L.P.
                                       AND
                           KSK - SCOTTSDALE MALL, L.P.

      IN WITNESS WHEREOF, Target, Developer and Kohl's have executed this First
Amendment as of the date first above written.

"DEVELOPER"

KSK - SCOTTSDALE MALL, L.P., A
Delaware limited partnership

By:   Jubilee-Scottsdale LLC, an Ohio limited
      liability company, its general partner

      By:   Jubilee Limited Partnership, an
            Ohio limited partnership, its sole member

            By:   Schottenstein Professional Asset
                  Management Corporation, a Delaware
                  corporation, its general partner

                  By: _________________________________
                   Name: ______________________________
                   Title: _____________________________

<PAGE>

STATE OF OHIO           )
                        ) SS.
COUNTY OF FRANKLIN      )

      On this________day of____________________________, 2004, before me, a
Notary Public within and for said County, personally appeared
_____________________________________________________, to me personally known,
being first by me duly sworn, did say that he is the
_________________________________of Schottenstein Professional Asset Management
Corporation, a Delaware corporation, the general partner of Jubilee Limited
Partnership, an Ohio limited partnership, the sole member of Jubilee-Scottsdale
LLC, an Ohio limited liability company, the general partner of KSK - Scottsdale
Mall, L.P., a Delaware limited partnership, and that said instrument was signed
on behalf of said entities by authority of said corporation's Board of Directors
and said officers acknowledged said instrument to be the free act and deed of
same.

                                                 _______________________________
                                                    Notary Public

My Commission Expires:_______________________________

My County of Residence:______________________________

THIS INSTRUMENT WAS DRAFTED BY:

Alan J. Salle
Kohl's Department Stores, Inc.
N56 W17000 Ridgewood Drive
Menomonee Falls, Wl 53051

<PAGE>

                                   EXHIBIT B-1

                    LEGAL DESCRIPTION OF THE DEVELOPER PARCEL

                                      B-1-1

<PAGE>

                                   EXHIBIT C-1

                                 DESIGN OF SIGNS

                                      C-1-1
<PAGE>

                                                                 EXHIBIT C-1
                                                            TARGET MONUMENT SIGN

                                [COPY ILLEGIBLE]

<PAGE>

                                                                   EXHIBIT C-1
                                                                  FREEWAY PYLON
                                                                  PYLON SIGN "C"

                                [COPY ILLEGIBLE]

<PAGE>

                                                                  EXHIBIT C-1
                                                               IRELAND ROAD SIGN
                                                                  PYLON SIGN "A"

                                [COPY ILLEGIBLE]

<PAGE>

                                                                   EXHIBIT C-1
                                                                MIAMI ROAD PYLON
                                                                  PYLON SIGN "B"

                                [COPY ILLEGIBLE]
<PAGE>

                                   EXHIBIT D-1

                               ARCHITECTURAL THEME

                                      D-1-1

<PAGE>

[LOGO]                                                          [LOGO]

                                                                     EXHIBIT D-1

                                  [SITE PLAN]

                                 ERSKINE VILLAGE
                              FORMER SCOTTSDALE MALL
                               SOUTH BEND, INDIANA

<PAGE>

                                    EXHIBIT F

                     LEGAL DESCRIPTION OF THE KOHL'S PARCEL

A PART OF THE SOUTHWEST QUARTER OF SECTION 30, TOWNSHIP 37 NORTH, RANGE 3 EAST,
CENTRE TOWNSHIP, CITY OF SOUTH BEND, ST. JOSEPH COUNTY, INDIANA, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 30;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST ALONG THE WEST LINE OF SAID
SOUTHWEST QUARTER, A DISTANCE OF 866.45 FEET; THENCE NORTH 90 DEGREES 00 MINUTES
00 SECONDS EAST, A DISTANCE OF 55.36 FEET TO THE EAST RIGHT-OF-WAY LINE OF MIAMI
ROAD AND THE POINT OF BEGINNING; THENCE NORTH 89 DEGREES 57 MINUTES 46 SECONDS
EAST, A DISTANCE OF 152.28 FEET; THENCE NORTH 89 DEGREES 59 MINUTES 45 SECONDS
EAST, A DISTANCE OF 57.22 FEET; THENCE NORTH 88 DEGREES 29 MINUTES 05 SECONDS
EAST, A DISTANCE OF 128.37 FEET; THENCE NORTH 89 DEGREES 25 MINUTES 50 SECONDS
EAST, A DISTANCE OF 90.86 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS
EAST, A DISTANCE OF 82.00 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS
WEST, A DISTANCE OF 394.00 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS
EAST, A DISTANCE OF 42.03 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS
EAST, A DISTANCE OF 348.37 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF ST.
JOSEPH VALLEY PARKWAY (US 20 BY-PASS) AND THE POINT OF CURVATURE OF A
NON-TANGENT CURVE, CONCAVE TO THE NORTH, HAVING A RADIUS OF 1799.86 FEET, A
CENTRAL ANGLE OF 01 DEGREES 54 MINUTES 55 SECONDS, AND A CHORD OF 60.16 FEET,
BEARING SOUTH 75 DEGREES 38 MINUTES 00 SECONDS WEST ; THENCE ALONG SAID RIGHT OF
WAY LINE FOR THE NEXT FIVE CALLS: 1) ALONG SAID CURVE A DISTANCE OF 60.17 FEET;
2) NORTH 13 DEGREES 26 MINUTES 21 SECONDS WEST, A DISTANCE OF 40.00 FEET TO THE
POINT OF CURVATURE OF A NON-TANGENT CURVE, CONCAVE TO THE NORTH, HAVING A RADIUS
OF 1759.86 FEET, A CENTRAL ANGLE OF 10 DEGREES 41 MINUTES 24 SECONDS, AND A
CHORD OF 327.87 FEET, BEARING SOUTH 81 DEGREES 52 MINUTES 49 SECONDS WEST 3)
ALONG SAID CURVE A DISTANCE OF 328.35 FEET; 4) SOUTH 02 DEGREES 48 MINUTES 17
SECONDS EAST, A DISTANCE OF 40.08 FEET 5) SOUTH 81 DEGREES 57 MINUTES 28 SECONDS
WEST, A DISTANCE OF 59.36 FEET TO THE SOUTH LINE OF AN EASEMENT FOR AMERICAN
ELECTRIC POWER; THENCE ALONG SAID SOUTH LINE NORTH 44 DEGREES 25 MINUTES 32
SECONDS WEST, A DISTANCE OF 145.74 FEET TO THE EAST RIGHT-OF-WAY LINE OF MIAMI
ROAD; THENCE NORTH 00 DEGREES 06 MINUTES 28 SECONDS EAST ALONG SAID EAST RIGHT
OF WAY LINE, A DISTANCE OF 79.58 FEET; THENCE CONTINUING ALONG SAID RIGHT OF WAY
LINE NORTH 00 DEGREES 07 MINUTES 40 SECONDS EAST, A DISTANCE OF 112.14 FEET;
THENCE CONTINUING ALONG SAID RIGHT OF WAY LINE NORTH 00 DEGREES 14 MINUTES 10
SECONDS WEST, A DISTANCE OF 512.83 FEET TO THE POINT OF BEGINNING; SAID
DESCRIBED TRACT CONTAINING 9.161 ACRES, MORE OR LESS.

                                       F-1

<PAGE>

SUBJECT TO ALL EASEMENTS, COVENANENTS, RESTRICTIONS, AND RIGHT OF WAY OF RECORD.

THE ABOVE DESCRIPTION WAS PREPARED BY AARON BLANK, PROFESSIONAL LAND SURVEYOR,
LICENSE NUMBER 20200020, STATE OF INDIANA; PREPARED FOR KSK SCOTTSDALE, LLP.

                                       F-1

<PAGE>

                                   EXHIBIT X-1

                                    SITE PLAN

                                 (Copy Attached)

                                      X-1-1

<PAGE>

                                  [SITE PLAN]



<PAGE>

                                   EXHIBIT Y-1

                      EXISTING CENTER - PHASED DEVELOPMENT

                                 (Copy Attached)

                                      Y-1-1

<PAGE>

                                  [SITE PLAN]

<PAGE>

                                  [SITE PLAN]