<PAGE>
                                                                 EXHIBIT 10.47



                                      LEASE

LANDLORD:             JLP-RICHMOND LLC
                      1798 FREBIS AVENUE
                      COLUMBUS OH 43206-0410

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

PREMISES:             Approximately 32,265 square feet at
                      Chesterfield Town Court, Richmond, Virginia

<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
<S>                                                                               <C>
SECTION 1.        PREMISES                                                         1
SECTION 2.        TERM                                                             1
SECTION 3.        COMMENCEMENT DATE                                                1
SECTION 4.        RENEWAL OPTIONS                                                  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                                           6
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                                                    9
SECTION 20.       USE AND OCCUPANCY                                                9
SECTION 21.       NUISANCES                                                       11
SECTION 22.       WASTE AND REFUSE REMOVAL                                        11
SECTION 23.       DESTRUCTION OF PREMISES                                         11
SECTION 24.       LANDLORD REPAIRS                                                12
SECTION 25.       TENANT'S REPAIRS                                                12
SECTION 26.       COVENANT OF TITLE AND PEACEFUL POSSESSION                       13
SECTION 27.       TENANT'S AND LANDLORD'S INSURANCE; INDEMNITY                    14
SECTION 28.       REAL ESTATE TAXES                                               16
SECTION 29.       TENANT'S INSURANCE CONTRIBUTION                                 17
SECTION 30.       FIXTURES                                                        17
SECTION 31.       SURRENDER                                                       18
SECTION 32.       HOLDING OVER                                                    18
SECTION 33.       NOTICE                                                          18
SECTION 34.       DEFAULT                                                         18
SECTION 35.       WAIVER OF SUBROGATION                                           20
SECTION 36.       LIABILITY OF LANDLORD; EXCULPATION                              21
SECTION 37.       RIGHTS CUMULATIVE                                               21
SECTION 38.       MITIGATION OF DAMAGES                                           21
SECTION 39.       SIGNS                                                           21
SECTION 40.       ENTIRE AGREEMENT                                                22
SECTION 41.       LANDLORD'S LIEN - DELETED BY INTENTION                          22
SECTION 42.       BINDING UPON SUCCESSORS                                         22
SECTION 43.       HAZARDOUS SUBSTANCES                                            22
SECTION 44.       TRANSFER OF INTEREST                                            23
SECTION 45.       ACCESS TO PREMISES                                              23
SECTION 46.       HEADINGS                                                        23
SECTION 47.       NON-WAIVER                                                      23
SECTION 48.       SHORT FORM LEASE                                                23
SECTION 49.       ESTOPPEL CERTIFICATE                                            24
SECTION 50.       TENANT'S REIMBURSEMENT                                          24
SECTION 51.       TENANT'S TERMINATION RIGHT                                      24
SECTION 52.       NO BROKER                                                       25
SECTION 53.       UNAVOIDABLE DELAYS                                              25
SECTION 54.       TIMELY EXECUTION OF LEASE                                       25
SECTION 55.       ACCORD AND SATISFACTION                                         25
SECTION 56.       WAIVER OF JURY TRIAL                                            25
SECTION 57.       LEASEHOLD FINANCING                                             25
</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"           SUBORDINATION, NON DISTURBANCE AND ATTORNMENT AGREEMENT
EXHIBIT "E"           EXISTING USE EXCLUSIVES

                                       i
<PAGE>




EXHIBIT "F"           INTENTIONALLY DELETED
EXHIBIT "G-1"         TENANT SIGNAGE
EXHIBIT "G-2"         TENANT IMPROVEMENTS
EXHIBIT "H"           LANDLORD'S AGREEMENT
EXHIBIT "I"           LANDLORD'S WAIVER
EXHIBIT "J"           RECOGNITION AND NON-DISTURBANCE AGREEMENT

                                       ii
<PAGE>



                                      LEASE

         THIS AGREEMENT OF LEASE, made this 28th day of October, 2003, by and
between JLP-Richmond LLC, an Ohio limited liability company (hereinafter
referred to as "Landlord"), with offices at 1798 Frebis Avenue, Columbus, Ohio
43206-0410 and Shonac Corporation, an Ohio corporation (hereinafter referred to
as "Tenant") with offices at 4150 East Fifth Avenue, Columbus, Ohio 43219.

                              W I T N E S S E T H:

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 Chesterfield Town Court, in
the City of Richmond, District of Midlothian, County of Chesterfield and State
of Virginia. Landlord owns a portion of a shopping center, which portion
contains approximately 60,340 square feet of leasable space on approximately 5.5
acres (hereinafter referred to as the "Shopping Center"). The location, size,
and area of the demised premises and of the Shopping Center shall be
substantially as shown on Exhibit "A-1" 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 32,265 square feet with approximate dimensions of 130' x 215.5'
plus 29.5' x 148.5' hallway that leads to loading dock.

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 completed between March 1, 2004 and June 1, 2004
(the "Delivery Period"). Landlord shall give Tenant notice (the "Estimated
Delivery Notice") no later than January 1, 2004 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
February 1, 2004 (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 Leased Premises delivered to Tenant. Upon the
sending of the Final Delivery Notice, Landlord shall have no further right to
modify the Final Delivery Date. The Final Delivery Date shall not be earlier
than (i) thirty (30) days after the date Tenant receives the Final Delivery
Notice, or (ii) the first day of the Delivery Period. The parties agree that
they shall conduct a joint walk-through of the premises approximately two (2)
weeks prior to delivery to ascertain the status of Landlord's construction and
identify incomplete matters. If Landlord does not deliver the demised premises
to Tenant as required herein by September 1, 2004, Tenant may defer delivery
until January 1, 2005. If Landlord does not deliver the demised premises to
Tenant thereafter on or before February 1, 2005, Tenant may terminate this Lease
or defer delivery until June 1, 2005. In the event that the demised premises and
Landlord's Work are not substantially completed and

                                       1
<PAGE>



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). Landlord shall obtain a
certificate of occupancy for the demised premises as part of Landlord's Work.

         (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 as set forth on Exhibit
"B", attached hereto and made a part hereof. Tenant shall supply Landlord with
Tenant's prototypical plans and specifications, and Landlord shall prepare plans
and specifications for the 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 for the
demised premises as part of Landlord's Work.

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

         (d)      From the date upon which the demised premises are delivered to
Tenant for its work until the commencement date of the lease term, Tenant shall
observe and perform all of its obligations under this Lease (except 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 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 Forty-seven Thousand Five
Hundred Dollars ($47,500.00) each month.

                                       2
<PAGE>



         (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, by 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 Fifty-two Thousand Five Hundred Dollars
($52,500.00) 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 Fifty-seven Thousand Five Hundred Dollars
($57,500.00) 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 Thirty Five Thousand
Dollars ($35,000.00), commencing on the commencement date, and continuing on the
first day of each calendar month during years one (1) through three (3) of the
initial term of this Lease, monthly installments of Thirty-seven Thousand Five
Hundred Dollars ($37,500.00) each calendar month during years four (4) through
seven (7), monthly installments of Forty Thousand Dollars ($40,000.00) each
calendar month during years eight (8) through ten (10), and monthly installments
of Forty-two Thousand Five Hundred Dollars ($42,500.00) 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 1798 Frebis Avenue,
Columbus, Ohio 43206-0410.

         (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 for under Section 5(a) above, Two Dollars
($2.00) per square foot per annum, payable in equal monthly installments of Five
Thousand Three Hundred Seventy-seven and 50/100 Dollars ($5,377.50), 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)

                                       3
<PAGE>



and insurance (provided for in Section 29 hereof). Tenant's proportionate share
of Maintenance Costs shall not exceed Ninety-five Cents ($0.95) 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 receipts for such lease year.

         (d)      The term "gross receipts" as used in this Lease is hereby
defined to mean the gross dollar aggregate of all sales or rental or manufacture
or production of merchandise and all services, income and other receipts
whatsoever of all business conducted in, at or from any part of the demised
premises, 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 receipts, all "gross sales" of
such department, division or part, whether the receipts be obtained at the
demised premises or elsewhere in the same manner as if such business had been
conducted by Lessee. Gross receipts shall exclude the following: (i) any amount
representing sales, use, excise or similar taxes; (ii) the amount of refunds,
exchanges or returns by customers or allowances to customers.

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

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

                                       4
<PAGE>



         (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 receipts 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 receipts
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 commitment for title insurance issued by
First American Title Insurance Company, being Commitment No. 031219RI dated June
26, 2003, specifically including but not limited to the terms and conditions of
a Reciprocal Easement Agreement between SCC Chesterfield Partners, Ltd. and
Howeowners Warehouse, Inc., recorded on September 21, 1994 in Deed Book 2597,
Page 4, Chesterfield County Records, Virginia. Tenant agrees that it shall abide
by the terms and conditions of the Reciprocal Easement Agreement.

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.

         (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.

                                       5
<PAGE>



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 provide, at Landlord's expense, separately metered utilities to the demised
premises 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.

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. The parties agree that the Subordination,
Non-Disturbance and Attornment Agreement attached hereto as Exhibit "D" is a
commercially reasonable agreement. Tenant shall execute any instrument presented
to Tenant for the purpose of effecting such subordination. If Tenant, within ten
(10) days after submission of such instrument, fails to execute same, Landlord
is hereby authorized to execute same as attorney-in- fact for Tenant. It is a
condition, however, to the subordination and lien provisions herein provided,
that Landlord shall procure from any such mortgagee an agreement in writing,
which shall be delivered to Tenant or contained in the aforesaid subordination
agreement, providing in substance that so long as Tenant shall faithfully
discharge the obligations on its part to be kept and performed under the terms
of this Lease and is not in default under the terms hereof, its tenancy will not
be disturbed nor this Lease affected by any default under such mortgage.

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

SECTION 13.       SUBLEASE OR ASSIGNMENT

         (a)      Tenant may assign Tenant's interest in this Lease or sublet
all or any portion of the demised premises to a nationally or regionally
recognized retailer without Landlord's consent. Any other assignment or
subletting not specifically provided for in this Section 13 shall be

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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 Chesterfield Town Court, 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 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 Richmond, Virginia metropolitan area 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, 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

                                       7
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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), Ninety-five Cents ($0.95) per
square foot per annum, payable in equal monthly installments of Two Thousand
Five Hundred Fifty-four and 31/100 Dollars ($2,554.31) 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 that portion of the Shopping
Center owned by Landlord is approximately Fifty-three percent (53%), subject to
revision.

         (d)      The actual amount of Tenant's Proportionate Share of all
Maintenance Costs shall be computed by Landlord within one hundred twenty (120)
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 Tenant's Proportionate Share of Maintenance Costs
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 shall not exceed Ninety-five Cents ($0.95) 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

                                       8
<PAGE>



determine the amount of Maintenance Costs for the period or periods covered by
such statements. If the report of the accountants employed by Tenant shall show
any overcharge paid by Tenant, then Tenant shall receive a credit from Landlord
for such difference. Any underpayment shall be paid by Tenant. In the event that
Landlord questions or disputes the correctness of such report, the accountants
employed by Tenant and the accountants employed by Landlord shall endeavor to
reconcile the question(s) or dispute(s) within thirty (30) days after the notice
from Tenant questioning or disputing the report of Landlord's accountants. In
the event that it is finally determined by the parties that Landlord has
overstated Maintenance Costs for any Lease year by three percent (3%) or more,
Landlord shall pay the reasonable cost of the audit. Furthermore, if Landlord's
Maintenance Costs cannot be verified due to the insufficiency or inadequacy of
Landlord's records, then Landlord shall pay the cost of the audit.

SECTION 17.       EMINENT DOMAIN

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

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

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 in the
demised premises, fully staffed and stocked and equivalent to other DSW stores
operated by Tenant in the State of Virginia. The demised premises during the
term of this Lease shall be occupied for the operating

                                       9
<PAGE>



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 exclusives
then in effect for the Shopping Center for tenants leasing more than 20,000
square feet of space for so long as and to the extent said exclusives are still
in full force and effect. Exclusives in effect for the Shopping Center as of the
date hereof are set forth on Exhibit "E" as attached hereto and made a part
hereof.

         (b)      For so long as Tenant is continuously and regularly operating
its business in the demised premises, Landlord will not lease any space within
the Shopping Center or permit any space within the Shopping Center to be used by
any person, persons, partnership or entity who devotes five percent (5%) or more
of its selling area to the sale of footwear. The foregoing limitation shall not
apply to typical shoe departments found in Target, Marshalls and similar stores.
Any portion of the Shopping Center which is sold by Landlord during the term
shall contain a deed restriction incorporating the foregoing exclusive.

         (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 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 for any immoral uses or
undesirable uses. For purposes hereof, undesirable uses are hereby defined as a
bowling alley, deep discount retailer, theater showing either film, television
or the like or live entertainment, health club, bar, 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,
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),

                                       10
<PAGE>



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.

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 components (foundations, floors, walls, windows,
structural supports, roof, heating ventilating and air conditioning systems
(hereinafter, "HVAC"), electrical systems, and plumbing) thereof. Landlord shall
be under no obligation to maintain insurance on any improvements installed by or
for the benefit of Tenant's use of the premises 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

                                       11
<PAGE>



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 and
replace, if necessary, 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; (v) the plumbing and sewage system serving
the demised premises but located outside of the demised premises; and (vi)
utility lines leading up to the point of entry into 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).

         (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
matter 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

                                       12
<PAGE>



(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 the
Commercial Property Manager at 1798 Frebis Avenue, Columbus, Ohio 43206-0410,
(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, such cost shall be fifty percent (50%) borne by
Landlord and fifty percent (50%) borne by Tenant. Tenant shall replace all
sprinkler heads due to painting or environmental exposure from Tenant's
operations. All other cost of maintaining the sprinkler system in Tenant's area
shall be paid by 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 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.

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<PAGE>



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 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

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<PAGE>



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) and other improvements in the Center, Tenant's store
building, and Tenant Improvements (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 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, Tenant's store
building, and Tenant Improvements (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 29 below may not exceed $0.20 per square foot of
gross leasable area of the demised premises in any lease year.

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<PAGE>



         (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 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 annual amount of Tenant's
Proportionate Share of real estate taxes as set forth in Section 5(e) of Ninety
Cents ($.90) per square foot, payable in equal monthly installments of Two
Thousand Four Hundred Nineteen and 88/100 Dollars ($2,419.88) 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.

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<PAGE>



         (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 Virginia or any political subdivision
thereof or any governmental authority having jurisdiction thereof, impose a tax
and/or assessment (other than an income or franchise tax) upon or against the
rentals payable hereunder, in lieu of or in addition to assessments levied or
assessed against the demised premises, or Shopping Center, then such tax and/or
assessment shall be deemed to constitute a tax on real estate for the purpose of
this Section 28.

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 therefor. Tenant shall initially pay to
Landlord as additional rental, simultaneously with the payment of minimum rental
called for under Section 5(a), the estimated annual amount of Tenant's
Proportionate Share of such insurance premiums as set forth in Section 5(e), of
Fifteen Cents ($0.15) per square foot, payable in equal monthly installments of
Four Hundred Three and 31/100 Dollars ($403.31) 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.

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<PAGE>



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

         Whenever under this Lease provisions are made for notice of any kind to
Landlord, it shall be deemed sufficient notice and sufficient service thereof if
such notice to Landlord is in writing, addressed to Landlord at 1798 Frebis
Avenue, Columbus, Ohio 43206-0410, or at such address as Landlord may notify
Tenant in writing, and deposited in the United States mail by certified mail,
return receipt requested, with postage prepaid or Federal Express, Express Mail
or such other expedited mail service as normally results in overnight delivery,
with a copy of same sent in like manner to President, Real Estate, 1800 Moler
Road, Columbus, Ohio 43207. Notice to Tenant shall be sent in like manner to
4150 East Fifth Avenue, Columbus, Ohio 43219, with a copy of same sent in like
manner to Value City Department Stores, Inc., Attn: Law Department, 3241
Westerville Road, Columbus, Ohio 43224. All notices shall be effective upon
receipt or refusal of receipt. Either party may change the place for service of
notice by notice to the other party.

SECTION 34.       DEFAULT

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

         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

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<PAGE>



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 which would otherwise have constituted the balance of the
term of this Lease and for rent and on terms and conditions different from those
contained herein, whereupon Tenant shall immediately be obligated to pay to
Landlord as liquidated damages the difference between the rent provided for
herein and that provided for in any lease covering a subsequent re-letting of
the demised premises, for the period which would otherwise have constituted the
balance of the term of this Lease, together with all of Landlord's costs and
expenses for preparing the demised premises for re-letting, including all
repairs, tenant finish improvements, broker's and attorney's fees, and all loss
or damage which Landlord may sustain by reason of such termination, re-entry and
re-letting, it being expressly understood and agreed that the liabilities and
remedies specified herein shall survive the termination of this Lease.
Notwithstanding a termination of this Lease by Landlord, Tenant shall remain
liable for payment of all rentals and other charges and costs imposed on Tenant
herein, in the amounts, at the times and upon the conditions as herein provided.
Landlord shall credit against such liability of the Tenant all amounts received
by Landlord from such re-letting after first reimbursing itself for all
reasonable costs incurred in curing Tenant's defaults and re-entering, preparing
and refinishing the demised premises for re-letting, and re-letting the demised
premises.

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

         4.       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

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<PAGE>



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 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,
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

                                       20
<PAGE>



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 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
mitigate, in every reasonable manner, any and all damages that may or shall be
caused or suffered by virtue of defaults under or violation of any of the terms
and provisions of this Lease agreement committed by the other.

SECTION 39.       SIGNS

         No signs 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. Tenant shall have the right to install its prototypical signage and
awnings on the front of the demised premises as described on Exhibit "G-1"
attached hereto and made a part hereof.

                                       21
<PAGE>



Tenant shall be entitled to monument signage as shown as Exhibit "G-1" and on
any future pylon, monument or other freestanding signage.

SECTION 40.       ENTIRE AGREEMENT

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

SECTION 41.       LANDLORD'S LIEN - DELETED BY INTENTION

SECTION 42.       BINDING UPON SUCCESSORS

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

SECTION 43.       HAZARDOUS SUBSTANCES

         (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: (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, 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

                                       22
<PAGE>



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 premises, then the Tenant may terminate this Lease by written
notice to the Landlord within thirty (30) days after such 180 day period, which
notice shall be effective on Landlord's receipt thereof. Landlord shall comply
with OSHA 29 CFR 1910.1001 (j) to notify tenants, including Tenant, of asbestos
related activities in the demised premises and the Shopping Center including,
but not limited to, selection of the certified/licensed asbestos abatement
contractor, scope of the abatement work, and final clearance testing procedures
and results.

SECTION 44.       TRANSFER OF INTEREST

         If Landlord should sell or otherwise transfer its interest in the
demised premises, upon an undertaking by the purchaser or transferee to be
responsible for all the covenants and undertakings of Landlord 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 "to 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 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.

                                       23
<PAGE>

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 be
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-2". 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 at a rate of
interest equal to four percent (4%) over the prime rate in effect from time to
time as established by National City Bank, Columbus, Ohio and (b) Tenant shall
have the right to deduct any and all such amounts owed Tenant against payments
of Rent thereafter due Landlord until such time as Tenant has been credited the
full amount of the Tenant Reimbursement plus applicable interest.

         (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 that Tenant's gross receipts from the demised premises, as
calculated by Tenant in accordance with generally accepted accounting principles
consistently applied, shall be less than Five Million Six Hundred Twenty-five
Thousand Dollars ($5,625,000.00) in either of the eighth (8th) or ninth (9th)
lease years of the initial term hereof, Tenant shall have the right, at Tenant's
sole election, provided that Tenant is not then in default of the terms of this
Lease beyond any applicable notice and cure periods, on or before the date (the
"Last Termination Notice Date") which is thirty (30) days after the end of the
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
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.

                                       24
<PAGE>



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 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 Leased Premises granted to it under this

                                       25
<PAGE>



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 Leased 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, Landlord shall deliver to Tenant a
Recognition and Non-Disturbance Agreement" containing terms substantially
identical to the terms of the document so entitled attached hereto and made a
part hereof as Exhibit "J", duly executed by the holder of any such mortgage or
encumbrance (the "Fee Mortgagee").

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

SIGNED AND ACKNOWLEDGED
IN THE PRESENCE OF:                  LANDLORD:

                                     JLP-RICHMOND LLC.,
                                     an Ohio limited liability company

                                     By: _______________________________________
                                         a(n) __________________________________
                                     Its: ______________________________________

                                          By: __________________________________
________________________________
Print Name:_____________________          Its: _________________________________

________________________________
Print Name: ____________________

                                     TENANT:

                                     SHONAC CORPORATION,
                                     an Ohio corporation

________________________________        By: ____________________________________
Print Name: ____________________
________________________________        Its: ___________________________________
Print Name: ___________________

                                       26
<PAGE>



STATE OF OHIO              :
                           : SS.
COUNTY OF FRANKLIN         :

         The foregoing instrument was acknowledged before me this _____ day of
______________, 2003, by __________, (title), of ______________________________,
a(n) Ohio limited liability company, for and on behalf of said limited liability
company

                                                ________________________________
                                                Notary Public

STATE OF OHIO              :
                           : SS.
COUNTY OF FRANKLIN         :

         The foregoing instrument was acknowledged before me this ____ day of
____________, 2003, by ___________________________, ___________________ of
Shonac Corporation, an Ohio corporation, for and on behalf of said corporation.

                                                ________________________________
                                                Notary Public

                                       27
<PAGE>



                                   EXHIBIT "E"

                             EXISTING USE EXCLUSIVES

The operation of a so-called "office supply store" as such retailing concept is
generally acknowledged and defined within the retail industry.

                                       1
<PAGE>



                                   EXHIBIT "H"

                              LANDLORD'S AGREEMENT

                  THIS LANDLORD'S AGREEMENT (THIS "AGREEMENT") is made as of
this ____ day of ______________, 2003, by and among 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
Schedule A hereto) (in such capacity, together with its successors and assigns,
"Mortgagee"), JLP-Richmond LLC, an Ohio limited liability company, ("LANDLORD"),
and SHONAC Corporation, an Ohio corporation ("TENANT").

                              W I T N E S S E T H:

                  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 Cure Period shall afford Mortgagee an opportunity to
cure of at least ten (10) days from the date

                                       1
<PAGE>



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"), 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 agrees that the Lease cannot be cancelled,
surrendered, amended or modified without the prior written consent of Mortgagee,
provided that Mortgagee will not unreasonably withhold, delay or condition its
consent to amendments or modifications of the Lease that 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.

                  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.

         (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

                                       2
<PAGE>



                  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, 28th Floor
                                          New York, New York  10022
                                          Attention:  Mr. Lenard Tessler

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

                  To Landlord:            JLP-Richmond LLC
                                          1798 Frebis Avenue
                                          Columbus, Ohio 43206-0410

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.

                  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.

                                       3
<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]

                                       4
<PAGE>



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

                                     LANDLORD:

                                     JLP-RICHMOND LLC,
                                     an Ohio  limited liability company

                                     By:  ______________________________________
                                          a(n) _________________________________
                                     Its: Manager

                                          By: __________________________________
________________________________
Print Name: ____________________          Its:__________________________________

________________________________
Print Name:  ___________________

                                     MORTGAGEE:

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

                                     By: _________________________________
                                     Name:
                                     Title:

AGREED AND CONSENTED TO BY TENANT:

SHONAC CORPORATION,
an Ohio corporation

By: ____________________________
    Name:
    Title:

                      [Acknowledgements on following pages]

                                       5
<PAGE>



STATE OF________________________     )
                                     :ss.:
COUNTY OF_______________________     )

                  I certify that on___________________ ,
2003,___________________ 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_________________, 2003,___________________
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:
                                                ________________________________

                                       6
<PAGE>



STATE OF________________________     )
                                     :ss.:
COUNTY OF_______________________     )

                  I certify that on___________________, 2003,___________________
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:
                                                ________________________________

                                       7
<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.

                                        1
<PAGE>



                                   SCHEDULE B

                            Description of the Lease

                                       1
<PAGE>



                                   SCHEDULE C

                             Description of the Land

                                       1
<PAGE>



                                   SCHEDULE D

             Exceptions to Landlord's Representations and Warranties

(None)

                                       1
<PAGE>



                                   EXHIBIT "I"

                                LANDLORD'S WAIVER

         _______________, 2003

         For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, JLP-Richmond, LLC, (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 at ________________
(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.

                                       1
<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:

         11.      The Tenant is not in default under the terms of its lease of
                  the Leased Premises.

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

         13.      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. 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.

         14.      To the extent not paid or prepaid by the Tenant, any Agent
                  occupying the Leased Premises shall pay the Landlord a
                  reasonable sum for its use and occupancy of the Leased
                  Premises (but in no event in excess of the base rent reserved
                  under the lease between the Landlord and the Tenant) from the
                  date on which such Agent shall have taken possession of the
                  Collateral on the Leased Premises 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.

         15.      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.

         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 ____________, 2003

LANDLORD

JLP-RICHMOND LLC,
an Ohio limited liability company

By: ____________________________
Name: __________________________
Its: ___________________________

      By: ___________________________

      Its: __________________________

                                       2
<PAGE>



STATE OF  _______________
COUNTY OF _______________

The foregoing Agreement was subscribed, sworn to and acknowledged before me this
____ day of ____________, 2003 by _______________________.

                                                ________________________________
                                                Print Name
                                                Notary Public
                                                My Commission Expires___________

                                       3
<PAGE>



                                    EXHIBIT J

                    RECOGNITION AND NON-DISTURBANCE AGREEMENT

                                 (FEE MORTGAGEE)

         THIS RECOGNITION AND NON-DISTURBANCE AGREEMENT, dated as of
___________________, 2003 (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, JLP-Richmond LLC, an Ohio limited liability company
("Landlord") is the owner of certain real property located at Chesterfield Town
Court, Richmond, Virginia, 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
______________, 2003 (the "Lease") with respect to a portion of the Shopping
Center Parcel commonly known as ______________ (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 _____________, 19__ 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:

17.      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.

18.      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.

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

         (g)      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.

         (h)      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

                                       1
<PAGE>



                  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.

         (i)      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.

20.      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.

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

22.      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.

23.      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.

24.      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]

                                       2
<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
__________________________, 2003, by _____________________________________,
___________________ of ______________, a(n) __________________, for and on
behalf of said ________________.

                                                ________________________________
                                                Notary Public
                                       3
<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
__________________________, 2003, by _____________________________________,
___________________ of CERBERUS Partners, L.P., a Delaware limited partnership,
for and on behalf of said limited partnership.

                                                ________________________________
                                                Notary Public

                                       4