Exhibit 10.4


                                      LEASE


THIS  LEASE,  dated this 11th day of  October,  2003,  by and  between  CAROLINA
PARTNERS,  LLC ("Landlord") and Regional  Bankshares Inc. (Tenant),  hereinafter
designated in Section 1.4 hereof.

                                    ARTICLE 1
                                BASIC LEASE TERMS

1.1   Landlord:                               Carolina Partners, LLC

1.2   Landlord's Address:                     P.O. Box 165
                                              Dublin, Ohio 43017

1.3   Landlord's Telephone Number:            (614) 766-6842

1.4   Tenant:                                 Regional Bankshares Inc.

1.5   Tenant's Address:                       1 Sherington Drive Suite J
                                               Bluffton, SC  29910

1.6   Tenant's Telephone Number:              To be determined

1.7   Tenant's Store Name:                    Regional Bankshares, Inc.

1.8   Permitted Use:                          Bank

1.9   General Location of Shopping Center:    Hwy. 278 at Sheridan Park,
                                              Bluffton, SC

1.10  Size of Store:                          2190 + Square Feet
                                                   -

1.11  Location of Store:                      Suite J as designated on Exhibit
                                              "A" hereto.

1.12  Lease Term:                             3 years, to commence and terminate
                                              as set forth in Article 3 with two
                                              (2) three-year options as
                                              described in Article 1.13. If
                                              Tenant wishes to exercise a Lease
                                              Option period available under the
                                              Lease, Tenant must provide
                                              Landlord with written notice six
                                              (6) months prior to the expiration
                                              of the original lease agreement or
                                              current option period. Tenant is
                                              granted access upon signing of
                                              lease for its I.T. work.

1.13  Minimum Guaranteed Rental:

      Months 1 - 36                           $4562.50 per month ($54,750.00 per
                                              year)

      Option Months 37-72                     $4927.50 per month ($59,130.00 per
                                              year)

      Option Months 73-108                    $5292.00 per month ($63,510.00 per
                                              year)


1.14  Tenant pays the following as additional rent:

     (a)  Pro rata share of real estate taxes as set forth in Article 5.

     (b)  Pro rata share of Common Area Maintenance Costs (including  insurance)
          as set forth in Article 10.




<PAGE>

     (c)  Any applicable sales tax on the above.

1.15     Tenant's percentage of pro-rata share of real estate taxes, common area
         maintenance and insurance costs:  6.55% (2190 sq. ft. out of a total of
         33,450 sq. ft.)

1.16     Contents of Lease:
         Pages 1 through 17
         Articles 1 through 33

         EXHIBITS:

               A. Shopping Center Layout and Floor Plan.

               B. General Rules and Regulations.

This  Article 1 is  intended as a summary of certain of the terms of this Lease,
which terms are more fully set forth in subsequent Articles hereof.

                                    ARTICLE 2
                                    PREMISES

2.1 Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord,  a
portion of a building in a shopping  center  located as  generally  described in
Section  1.9 and as shown on Exhibit A hereto  (hereinafter  referred  to as the
"Shopping  Center").  Exhibit A sets forth the  general  layout of the  Shopping
Center,  but is not a warranty  by  Landlord  that the  Shopping  Center will be
exactly as indicated.

2.2 The Demised Premises  (hereinafter referred to as the "Store") is delineated
on the floor  plan  attached  hereto as Exhibit A and is the size  specified  in
Section 1.10 hereof.

2.3  Leasable  Area shall be measured on the sides from center of  partition  to
center of partition,  but  including the full width of any end wall;  and on the
front and rear, said  measurement  shall include the full width of the walls. In
computing the leasable area of the Shopping Center or of the Store, no deduction
shall be made for columns, partitions, stairs, or other structures or equipment.

                                    ARTICLE 3
                                   LEASE TERMS

3.1 The term of this Lease shall commence on October 15, 2004. Rent commences on
December 15, 2004.

3.2 This  Lease  shall  terminate  on the last day of the month in which the 3rd
anniversary of the commencement shall fall.

3.3 If Tenant  wishes to  exercise a Lease  Option  period  available  under the
Lease,  Tenant must provide Landlord with written notice six (6) months prior to
the expiration of the original lease agreement or current option period.

                                    ARTICLE 4
                                      RENT

4.1  During  the  term of this  Lease,  Tenant  shall  pay to  Landlord  Minimum
Guaranteed  Rental as specified in Section 1.13. This rental shall be payable in
advance on or before the first (1st) day of each calendar month during the term.


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<PAGE>

Rents  which  are  made  more  than  five (5) days  after  the due date  will be
subjected  to a late charge of five  percent  (5%) of the amount due  compounded
monthly or Twenty-five Dollars ($25.00), whichever is greater.

                                    ARTICLE 5
                                      TAXES

5.1 Tenant  agrees to pay to Landlord,  as  additional  rent,  Tenant's pro rata
share of all real estate  taxes or other forms of taxes,  which may be levied or
assessed against the land,  buildings and all other improvements in the Shopping
Center.  Any tax year  commencing  during  any  Lease  Year  shall be  deemed to
correspond to such Lease Year. Said taxes shall be equitably prorated during the
first and last Lease Years of the term of this Lease.

5.2 Tenant agrees to pay to Landlord,  prior to  delinquency,  any and all taxes
and assessments levied or assessed during the term hereof upon or against:

         (a) all furniture, fixtures, equipment, and any other personal property
         located within the Store;

         (b) all alterations or improvements of whatsoever  kind, made by Tenant
         to the Store; and

         (c) the rentals or any other  payments  payable  hereunder by Tenant to
         Landlord  (other  than  Landlord's   federal  and  state  income  taxes
         thereon), whether the obligation for the payment of such taxes shall be
         upon Landlord or Tenant.

5.3 Should any governmental  authority  require that a tax, other than the taxes
above mentioned, be paid by Tenant, but collected by Landlord, for and on behalf
of said governmental  authority,  and forwarded by Landlord to said governmental
authority,  the same shall be paid by Tenant to Landlord,  and be collectible by
Landlord,  and payment thereof  enforced in the same fashion as provided for the
enforcement  of payment of rent  hereunder;  and shall be deemed rent payable as
billed.

5.4  Landlord  shall have the  unrestricted  right,  but not the  obligation  or
validity  to  contest  amount  of any  tax by  appropriate  proceedings,  and if
Landlord shall institute any such contest on its own volition, it shall have the
unrestricted  right to settle  any such  contest,  proceeding,  or  action  upon
whatever terms Landlord may determine. In the event Landlord receives any refund
of such taxes (and provided Tenant is not then in default of any of the terms of
this Lease),  Landlord  shall credit such  proportion of such refund as shall be
allocable to payments of taxes actually made by Tenant (less costs, expenses and
attorney's fees) against the next succeeding payments of rent.

5.5 Landlord  shall notify Tenant of the amount that Landlord  estimated will be
the  Tenant's pro rata share of real estate taxes for each Lease Year and Tenant
shall pay such  amount  in equal  monthly  installments  as  additional  rent in
advance  on or before  the  first day of each  month.  Within  thirty  (30) days
following  the end of each  Lease  Year,  Landlord  shall  submit  to  Tenant  a
statement(s)  showing the real estate taxes to be paid by Tenant with respect to
such year,  the amount of the  resulting  balance due  thereon,  or  overpayment
thereof,  as the case may be.  Tenant will remit to  Landlord  the amount of any
underpayment   within  fifteen  (15)  days  after  the  date  of  the  aforesaid
statements.  In the event of any  overpayment by Tenant,  Landlord will remit to
the Tenant the amount of any  overpayment.  Tenant's  share of real estate taxes
shall be prorated if Tenant's commencement and termination dates do not coincide
with the date taxes are due.

                                    ARTICLE 6
                                    INSURANCE

6.1  Tenant  agrees to secure  and keep in force  from the date  Landlord  shall
deliver possession of the Store to Tenant and throughout the term of this Lease,
at Tenant's own expense:



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<PAGE>

         (a) Comprehensive  General  Liability  Insurance on an occurrence basis
         with minimum limits of liability in an amount of Five Hundred  Thousand
         ($500,000.00)  Dollars for bodily injury,  personal  injury or death to
         any one  person,  and One  Million  ($1,000,000.00)  Dollars for bodily
         injury,  personal  injury  or death to more  than  one  person  and One
         Hundred  Thousand  ($100,000.00)  Dollars  with  respect  to  damage to
         property, including water damage and sprinkler leakage legal liability,
         if any;

         (b) Fire Insurance,  with extended coverage and vandalism and malicious
         mischief  endorsements,  in  an  amount  adequate  to  cover  the  full
         replacement  value of all  fixtures  and  contents  in the Store in the
         event of fire or other casualty; and

         (c) Plate Glass Insurance covering all plate glass in the Store.

6.2 All Comprehensive  General  Liability  Insurance to be procured by Tenant in
pursuance of the section shall be insured in the names of and for the benefit of
Tenant and Landlord,  and its designee(s),  by one or more responsible insurance
companies  satisfactory  to  Landlord  and  licensed to do business in the state
where the Shopping Center is located; and at Tenant's option, such insurance may
be carried under a blanket  policy  covering the Store and any other of Tenant's
stores.  All policies of insurance  mentioned in this section  shall contain the
following endorsements:  (a) that such insurance may not be cancelled or amended
with respect to Landlord except upon thirty (30) days' prior written notice from
the insurance  company to Landlord sent by certified or register  mail; (b) that
Tenant shall be solely  responsible  for the payment of all premiums  under such
policy and that Landlord shall have no obligation for the payment  thereof;  and
(c) that in the event of payment of any loss  covered by such  policy,  Landlord
shall be paid first by the  insurance  company  for its loss.  Tenant  agrees to
deliver to Landlord  certificates,  binders or  memoranda  of  insurance  of all
policies or  insurance  to be  procured by Tenant  within at least ten (10) days
prior to Tenant obtaining possession of the Store under this Lease; and at least
ten (10) days prior to the  expiration of any such policy,  Tenant shall deliver
to Landlord  certificates,  binders or  memoranda of  insurance  evidencing  the
renewal thereof.

6.3 Tenant agrees to pay Landlord,  as additional rent,  Tenant's pro rata share
of all  insurance  premiums,  including  but not limited to fire  insurance  and
extended  coverage,  and  liability  insurance,  that may be carried by Landlord
covering the Shopping Center. These payments shall be made as part of the Common
Area Maintenance Costs in accordance with Article 10.

6.4 Tenant  shall not suffer  anything  to be or remain upon or about the Store,
nor carry on nor  permit in the Store any trade or  occupation,  or suffer to be
done  anything  which may render an increased or extra  premium  payable for the
insurance  of the Store or the Shopping  Center  against  fire,  or other perils
included under  standard  extended  coverage  insurance,  unless  Landlord shall
consent  in  writing,  and if such  consent  is  given,  Tenant  shall  pay such
increased or extra premium ten (10) days after Tenant shall have been advised of
the amount thereof.

                                    ARTICLE 7

                                   [Reserved]



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<PAGE>


                                    ARTICLE 8
                                     REPAIRS

8.1 Landlord will make necessary  repairs to the roof, roof structure,  gutters,
downspouts,  exterior  walls (not including  glass) and foundation  walls of the
Shopping  Center  during the original or any  extended  term of this Lease after
receiving notice from Tenant of the need for said repairs and where said repairs
are not in any way  occasioned  through  the  misuse  or  neglect  of  Tenant or
otherwise out of the occupancy of the Store.  Where such repairs are  occasioned
through the misuse or neglect of Tenant or otherwise  arise out of the occupancy
of the Store by  Tenant,  its  employees  and/or  invitees,  same  shall be made
promptly by Tenant, at its expense.

8.2 All repairs within the Store, including storefronts,  plate glass, and entry
doors, shall be the responsibility of Tenant.  Tenant shall keep the interior of
the Store together with all electrical,  heating,  air  conditioning,  and other
mechanical  installations and equipment used by or in connection with the Store,
in good order and replacement and repair.  Landlord warrants the HVAC system for
the first two years of the Lease. Tenant will not overload the electrical wiring
and will not install any additional  electrical wiring or plumbing unless it has
first  obtained  Landlord's  written  consent  thereto,  and, if such consent is
given,  Tenant will install them at its own cost and expense.  In furtherance of
the  above,  Tenant  covenants  and agrees to obtain a  maintenance,  repair and
service contract on the HVAC system,  unless such maintenance service and repair
are covered by a  comprehensive  maintenance,  replacement  and repair  contract
through  Landlord,  Tenant  agrees,  within 4 weeks of  Landlord's  request  for
evidence of such a contract  covering units in Tenant's store, to either;  enter
into an equivalent contract; or to enter into Landlord's comprehensive contract.
In the event that  Tenant  fails to do this,  Landlord is hereby  authorized  to
provide such services on Tenants units on a quarterly  basis,  and Tenant agrees
to promptly pay Landlord's standard contract charges for such work.

8.3 If Tenant does not proceed to make repairs imposed upon it by this Article 8
within seven (7) days after  receiving  written notice from  Landlord,  or after
receiving notice by telephone in the event of emergencies, then Landlord may, at
its option, enter the Store and do the things specified in said notice,  without
liability on the part of Landlord; and Tenant agrees to pay promptly upon demand
any reasonable cost or expense incurred by Landlord in doing such work. Landlord
agrees,  after written  notice from Tenant,  to make such repairs of which it is
required  and  perform its  obligations  hereunder  as  promptly  as  reasonably
possible.

                                    ARTICLE 9
                                  COMMON AREAS

9.1 All  common  areas and other  common  facilities  (hereinafter  collectively
called  "Common  Areas")  made  available  by Landlord in or about the  Shopping
Center shall be subject to the  exclusive  control and  management  of Landlord,
expressly reserving unto Landlord,  without  limitation,  the right to erect and
install  within the parking  areas,  and other common  areas,  planters,  pools,
sculpture, or otherwise. "Common Areas" shall mean all areas, space, facilities,
equipment, sidewalks, parking areas, driveways, landscaped areas, loading docks,
if any, signs and special  services from time to time made available by Landlord
for the  common  and joint use and  benefit  of  Landlord,  the stores in and/or
adjoining the Shopping Center, Tenant, and other tenants of the Shopping Center,
Tenant, and their respective employees,  customers, and other invitees. Landlord
hereby expressly  reserves the right, from time to time: to change the area, and
arrangement  of the parking  areas and other  facilities  forming a part of said
Common Areas; provided;  however, Landlord agrees to restrict parking by tenants
of the Shopping Center and their employees, agents, subtenants,  concessionaires
and licensees;  to close  temporarily all or any portion of the Common Areas for


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<PAGE>

the purpose of making repairs or changes thereto and to discourage  non-customer
parking and to establish,  modify and enforce  reasonable  rules and regulations
with respect to the Common Areas and the use to be made hereof.  Landlord  shall
operate,  manage,  equip,  light and maintain the Common Areas in such manner as
Landlord, in its sole discretion,  may from time to time determine, and Landlord
shall have the sole right to employ and  discharge  all  personnel  with respect
thereto.  Tenant is hereby  given a license  (in common  with all others to whom
Landlord  has or may  hereafter  grant  rights) to use,  during the term of this
Lease, the Common Areas of the Shopping Center;  provided,  however, that if the
size, location or arrangement of such Common Areas, or the type of facilities at
any time forming a part thereof, be changed or diminished, Landlord shall not be
subject  to  any  liability  therefor,  nor  shall  Tenant  be  entitled  to any
compensation  or  diminution  of such areas be deemed a  constructive  or actual
eviction.

9.2 Landlord shall not be  responsible  for any  merchandise;  cash or any other
valuable left in Common Areas at any time (either before, during, or after hours
of operation).

                                   ARTICLE 10
                          COMMON AREA MAINTENANCE COSTS

10.1 (a) Landlord shall maintain the Common Areas in good order,  conditions and
repair.  Tenant  agrees  to pay  Landlord  a pro rata  share of the costs of the
Shopping Center's Common Area Maintenance Costs. "Common Area Maintenance Costs"
shall mean the total costs and expenses  incurred in operating,  maintaining and
repairing  the  Common  Areas,  including  without  limitation  the  cost of the
following:  personal and real property taxes; surcharges levied upon or assessed
against  parking  spaces or areas;  payments  toward mass transit or car pooling
facilities  or  otherwise  as required by federal,  state or local  governmental
authorities; costs and expenses in connection with maintaining federal, state or
local ambient air and  environmental  standards,  and the cost of all materials,
supplies,  and services  purchased or hired  therefor;  landscaping,  gardening,
planting,  garbage  collection,  cleaning,  painting  (including line painting);
decorating,  paving,  lighting,  sanitary  control,  removal  of trash and other
refuse;  heating,  ventilating and air conditioning of any enclosed  portions of
the Common  Areas;  fire  protection;  water and  sewerage  charges;  electrical
charges applicable to Common Areas; security; the cost of all types of insurance
coverages  carried by Landlord  covering the Shopping Center,  including without
limitation  public  liability,  personal and bodily injury,  and property damage
liability and fire and extended  coverage,  vandalism and malicious mischief and
all broad form  coverages,  sign  insurance and any other  insurance that may be
carried  by  Landlord  covering  Shopping  Center,  all in  limits  selected  by
Landlord;  installing and rent of signs; maintenance,  repair and replacement of
utility  systems  serving  the  Shopping  Center,  including  sprinkler,  water,
sanitary  sewer  and  storm  water  lines and  other  utility  lines,  pipes and
conduits, Landlord's comprehensive maintenance,  replacement and repair contract
for  heating,  ventilating  and  air  conditioning  equipment;   replacement  of
machinery and equipment  owned and used in operation,  maintenance and repair of
the Common Areas,  or the rental charge for such  machinery and  equipment;  the
cost of personnel  (including  applicable  payroll taxes,  workers  compensation
insurance and disability insurance) to implement all of the foregoing, including
the  policing of the Common  Areas and the  directing  of traffic and parking of
automobiles on the parking areas  thereof;  a management fee of not greater than
5% of the annual  gross rental  revenues  recognized  by the  Landlord  from the
Shopping  Center,  and an overhead  cost equal to ten percent  (10%) of all such
costs (but there shall be excluded  initial  costs of  equipment  and items real
estate in nature  and the  original  cost of  constructing  the  Common  Areas).
Landlord  may,  however,  cause any or all of said  services  to be  provided by
independent contractors.

10.1 (b)  Landlord  will  notify  Tenant  from time to time of the amount  which
Landlord  estimates will be the amount of the Common Area Maintenance  Costs for
each fiscal year,  and Tenant  shall pay to Landlord  Tenant's pro rata share of
such amount in equal monthly  installments in advance on or before the first day
of each month.  Landlord shall submit to Tenant annually a statement showing the
Common Area Maintenance  Costs paid by Tenant with respect to such year, and the
amount of the balance due thereon,  or overpayment  thereof, as the case may be.
Appropriate  adjustments shall thereupon be made between the parties, on demand,
on the  basis  of such  statement.  Tenant  shall  have  the  right  to  examine
Landlord's books and records at the offices of Landlord during ordinary business
hours not more than once in each fiscal year for the  purpose of  verifying  the
matters set forth in the statement for the immediately preceding fiscal year.

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<PAGE>


10.2 Tenant  shall pay to Landlord as  additional  rent that  proportion  of the
Common Area Maintenance  Costs of the Shopping Center as the gross leasable area
of the Store shall bear to the gross leasable area of the Shopping Center.

10.3 Tenant shall be responsible  for any Common Area  expenses,  over and above
normal  Shopping  Center  expenses,  i.e.,  security,  lighting,  parking  area,
clean-up, etc., which are a result of Tenant's business.

                                   ARTICLE 11
                                    UTILITIES

11.1  Tenant  shall  pay  directly  to  local  utility  companies  the  cost  of
electricity,  fuel,  and other special  fees,  including  required  deposits for
utilities or services used in or for the Store.  Water and sewer charges will be
included  in  the  Common  Area   Maintenance   Costs  with  the   exception  of
extraordinarily high users, who will be individually metered. Landlord shall not
be liable for any  interruption  in the supply of any  utility  services  to the
Store, nor shall any such interruption constitute any ground for an abatement of
any other rents reserved  hereunder.  Tenant shall not at any time overburden or
exceed the capacity of the mains, feeders,  ducts, conduits, or other facilities
by which utilities are supplied to the Store.

                                   ARTICLE 12
                                   DESTRUCTION

12.1 If the Store shall be  partially  damaged by any casualty  insurable  under
Landlord's  insurance  policy,  Landlord  shall,  upon receipt of the  insurance
proceeds,  repair the same, and the minimum rent shall be abated proportionately
as to that  portion  of the  Store  rendered  untenantable.  If the Store (a) by
reason of such  occurrence  is rendered  wholly  untenantable,  or (b) should be
damaged as a result of a risk which is not covered by Landlord's  insurance,  or
(c) should be  damaged in whole or in part  during the last two (2) years of the
term,  Tenant  shall  vacate  and  surrender  the  Store to  Landlord.  Tenant's
liability for rent upon the  termination of this Lease shall cease as of the day
following the event of damage. In the event Landlord elects to repair the damage
insurable under  Landlord's  policies,  any abatement of rent shall end five (5)
days  after  notice  by  Landlord  to Tenant  that the Store has been  repaired.
Nothing in this section shall be construed to abate  percentage rent; but in the
event  Tenant's  minimum  rent shall have been abated  pursuant to this  Section
16.1,  that amount of Gross Sales after which  percentage rent shall be paid, as
set forth in Section 1.14 hereof,  shall be reduced by a percentage equal to the
percentage of the Lease Year during which minimum rent was abated. If the damage
is caused by the negligence of Tenant, its employees, agents or concessionaires,
there  shall be no  abatement  of rent.  Unless  this  Lease  is  terminated  by
Landlord,  Tenant  shall  repair and  refixture  the  interior of the Store in a
manner  and to at  least  a  condition  equal  to  that  existing  prior  to its
destruction  or casualty and the proceeds of all insurance  carried by Tenant on
its property and  improvements  shall be held in trust by Tenant for the purpose
of said repair or replacement.

                                   ARTICLE 13
                                  CONDEMNATION

13.1 If the whole of the Store  shall be  acquired  or taken by eminent  domain,
then this Lease shall terminate as of the date Tenant is no longer  permitted to
use the Store.

13.2 If any part of the Store shall be taken  rendering  the  remaining  portion
unsuitable  for the  business  of Tenant,  then this Lease  shall  terminate  as
aforesaid.  If such partial  taking is not extensive  enough to render the Store
unsuitable for the business of Tenant,  then this Lease shall continue in effect
except that the minimum  rent shall be reduced in the same  proportion  that the
floor area of the Store taken bears to the original floor area thereof.

13.3 If more than fifty percent  (50%) of the floor area of the Shopping  Center
shall be taken,  Landlord may, by written notice,  terminate this Lease and such
termination is to be effective as aforesaid.

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<PAGE>

13.4 If this Lease is terminated as provided in this Article, rent shall be paid
up to the day that Tenant is no longer  permitted  to use the Store and Landlord
shall make an equitable refund of any rent paid by Tenant in advance.

13.5  Tenant  shall not be entitled  to and  expressly  waives all claims to any
condemnation  award for any taking,  whether  whole or partial,  and whether for
diminution in value of the leasehold or to the fee;  provided,  however,  Tenant
shall have the right,  to the extent  that the same shall not reduce  Landlord's
award, to claim from the condemnor,  but not from Landlord, such compensation as
may be  recoverable  by Tenant in its own right for damage to Tenant's  business
and  fixtures,  if such claim can be made  separate  and apart from any award to
Landlord, and without prejudice to Landlord's award.

                                   ARTICLE 14
                                MECHANIC'S LIENS

14.1 Should any  mechanic's,  materialmen's,  or other lien be filed against the
Store,  the Shopping  Center,  or any part thereof for any reason  whatsoever by
reason of  Tenant's  acts or  omissions  or because of a claim  against  Tenant,
Tenant shall cause the same to be cancelled and  discharged of record by bond or
otherwise within ten (10) days after notice by Landlord.

                                   ARTICLE 15
                                    LIABILITY

15.1 Tenant shall indemnify  Landlord and save it harmless from suits,  actions,
damages,  liability  and  expense  in  connection  with loss of life,  bodily or
personal  injury or property  damage arising from or out of the use or occupancy
of the Store or any part thereof,  or occasioned wholly or in part by any act or
omission of Tenant,  its agents,  contractors,  employees,  servants,  invitees,
licensees  or  concessionaires,  including  the  sidewalks  and Common Areas and
facilities  within the Shopping  Center  development.  Landlord shall  indemnify
Tenant and save it harmless from suits, actions, damages,  liability and expense
in connection  with loss of life,  bodily or personal  injury or property damage
arising from or out of the use or occupancy of the Store or any part thereof, or
occasioned  wholly or in part by any act or  omission of  Landlord,  its agents,
contractors,   employees,  servants,  invitees,  licensees  or  concessionaires,
including  the  sidewalks  and Common Areas and  facilities  within the Shopping
Center development.

15.2 Tenant shall store its property in and shall occupy the Store and all other
portions of the Shopping Center at its own risk, and releases  Landlord,  to the
full extent permitted by law, from all claims of every kind resulting in loss of
life,  personal  or bodily  injury or  property  damage.  Landlord  shall not be
responsible  or  liable  at  any  time  for  any  loss  or  damage  to  Tenant's
merchandise,  equipment,  fixtures  or other  personal  property of Tenant or to
Tenant's business.

15.3 Landlord  shall not be responsible or liable to Tenant or to those claiming
by,  through  or under  Tenant  for any loss or damage to either  the  person or
property of Tenant that may be occasioned by or through the acts or omissions of
persons occupying adjacent, connecting or adjoining premises.

15.4  Landlord  shall not be  responsible  or liable to Tenant  for any  defect,
latent  or  otherwise,  in any  building  in the  Shopping  Center or any of the
equipment,  machinery,  utilities, appliances or apparatus therein, nor shall it
be responsible or liable for any injury,  loss or damage to any person or to any
property  of  Tenant  or other  person  caused by or  resulting  from  bursting,
breakage, or by leakage, steam or snow or ice, running,  backing up, seepage, or
the  overflow of water or sewerage in any part of said Store,  or for any injury
or damage  caused by or resulting  from acts by or resulting  from any defect or
act of omission in the occupancy, construction,  operation or use of any of said
Store, buildings,  machinery, apparatus or equipment by any person or by or from
the acts of negligence of any occupant of the Shopping Center.

                                       8
<PAGE>


15.5 Tenant shall give prompt notice to Landlord in case of fire or accidents in
the Store or in the building of which the Store is a part, or of defects therein
or any fixtures or equipment.

                                   ARTICLE 16
                                 QUIET ENJOYMENT

16.1 Tenant,  upon paying the rents and  performing all of the terms on its part
to  be  performed,  shall  peaceably  and  quietly  enjoy  the  Store,  subject,
nevertheless,  to the terms of this Lease and to any mortgage,  ground lease, or
agreements to which this Lease is subordinated.

                                   ARTICLE 17
                               ACCESS TO PREMISES

17.1  Landlord  shall have the right to place,  maintain  and repair all utility
equipment  of any  kind,  upon or under the  Store as may be  necessary  for the
servicing of the Store and other portions of the Shopping Center. Landlord shall
also  have the right to enter the Store to  inspect  or to  exhibit  the same to
prospective  purchasers and mortgagees.  If, in an emergency only,  Tenant shall
not be present to permit  entry into the Space,  Landlord  may enter the same by
use of reasonable force without incurring  liability therefor and without in any
manner  affecting the obligations of this Lease.  The provisions of this Article
shall in no wise be construed to impose upon Landlord any obligation  whatsoever
for the  maintenance  or repair of the building or any part  thereof,  except as
otherwise herein specifically provided.

                                   ARTICLE 18
                                     DEFAULT

18.1 The  following  events  shall be deemed to be events of  default  by Tenant
under this Lease:

         (a) Tenant  shall fail to pay any rents or other  charges by the eighth
         (8th) day of the month as noted in Article 4 hereof;

         (b) Tenant shall fail to comply with any  provision of this Lease other
         than  payments of rent,  and shall not cure such failure  within thirty
         (10) days after written notice to Tenant;

         (c) Tenant shall be the subject of any action or proceeding relating to
         bankruptcy or insolvency as set forth in Article 23 hereof; and/or

         (d) Tenant  shall  desert or vacate all or any  portion of the Store or
         fail to take  possession and open for business within the time required
         by this lease.

18.2 Upon the  occurrence of any of such events of default,  Landlord shall have
the option of pursuing any one or more of the following remedies, without notice
or demand:

         (a)  Terminate  this Lease,  in which event  Tenant  shall  immediately
         surrender the Store to Landlord, and if Tenant fails to do so, Landlord
         may,  without  prejudice  to any  other  remedy,  enter  upon  and take
         possession  of the Store and remove Tenant and any other person who may
         be occupying said Store, by force,  if necessary,  without being liable
         for prosecution or any claim of damages therefor;  and Tenant agrees to
         pay Landlord on demand the amount of all loss and damage which Landlord
         may suffer by reason of such termination,  whether through inability to
         relet the Store on satisfactory terms or otherwise;

                                       9
<PAGE>

         (b) Enter upon the Store by force,  if necessary,  without being liable
         for  prosecution  or any claim for damages,  and so whatever  Tenant is
         obligated  to do under the terms of this  Lease;  and Tenant  agrees to
         reimburse  Landlord  on demand for any  expenses  including  reasonable
         attorney's  fees which Landlord may incur in thus effecting  compliance
         with Tenant's  obligations  under this Lease, and Tenant further agrees
         that Landlord  shall not be liable for any damages  resulting to Tenant
         from such action.  Pursuit or  non-pursuit  of the  foregoing  remedies
         shall not constitute a waiver of any default or preclude pursuit of any
         of the other remedies herein provided or any other remedies provided by
         law, nor shall pursuit of any remedy  constitute a forfeiture or waiver
         of any rent or damages accruing to Landlord.  In determining the amount
         of loss or damage which Landlord may suffer by reason of termination of
         this Lease or the deficiency  arising by reason of any reletting of the
         Store,  allowance  shall be made for the  expense of  repossession  and
         repairs by Landlord following repossession.

                                   ARTICLE 19
                            BANKRUPTCY OR INSOLVENCY

19.1 If at any  time  after  the  date  of  this  Lease  (whether  prior  to the
commencement  of or during the term of this Lease),  any of the following  shall
occur:

         (a) The  institution of any  proceedings  in bankruptcy,  insolvency or
         reorganization  against Tenant pursuant to any federal or state law now
         or hereafter enacted, or the appointment of any receiver or trustee for
         all or any portion of Tenant's business or property, or the issuance of
         any execution or attachment  against Tenant or any of Tenant's business
         or property or against the leasehold estate created hereby,  and any of
         such  proceedings,   process  or  appointment  be  not  discharged  and
         dismissed  within  thirty  (30)  days  from  the  date of such  filing,
         appointment or issuance; or

         (b) The  entry  of a decree  or  order  for  relief  by a court  having
         jurisdiction  in the  Premises  in respect of Tenant in an  involuntary
         case  under  the  federal   bankruptcy   laws,   as  now  or  hereafter
         constituted,  or any  other  applicable  federal  or state  bankruptcy,
         insolvency, or other similar law, or appointing a receiver, liquidator,
         assignee,  custodian,  trustee,  sequestrator (or similar  official) of
         Tenant or for any  substantial  part of its  property,  or ordering the
         winding-up or  liquidation of its affairs,  and the  continuance of any
         such decree or order unstayed and in effect for a period of thirty (30)
         days consecutive days; or

         (c) The  commencement  by Tenant of a voluntary  case under the federal
         bankruptcy laws, as nor constituted or hereafter amended,  or any other
         applicable  federal or state bankruptcy,  insolvency,  or other similar
         law, or the consent by it to the appointment of or taking possession by
         a receiver, liquidator, assignee, trustee, custodian,  sequestrator (or
         similar  official)  of  Tenant  or  for  any  substantial  part  of its
         property,  or the making by it of any  assignments  for the  benefit of
         creditors,  or the failure of Tenant generally to pay its debts as such
         debts become due, or the taking of action by Tenant in preparation  for
         or in  furtherance  of  any  of  the  foregoing;  shall  be  deemed  to
         constitute  and  shall  be  construed  as  a  repudiation  by  Tenant's
         obligations  hereunder  and shall  cause  this  Lease  ipso facto to be
         cancelled and terminated,  without thereby releasing  Tenant;  and upon
         such  termination,  Landlord shall have the immediate right to re-enter
         the Store and to remove all persons  and  property  therefrom  and this
         Lease  shall not be  treated  as an asset of the  Tenant's  estate  and
         neither the Tenant nor anyone  claiming by,  through or under Tenant by
         virtue of any law or any order of any court,  shall be  entitled to the
         possession of the Store or to remain in the  possession  thereof.  Upon
         the  termination of this Lease,  as aforesaid,  Landlord shall have the
         right to retain as partial damages,  and not as a penalty,  any prepaid
         rents and any security deposited by Tenant hereunder and Landlord shall
         also be entitled to exercise  such rights and  remedies to recover from
         Tenant  damages,  unless  any  statute  or  rule of law  governing  the
         proceedings in which such damages are to be proved shall lawfully limit
         the amount of such  claims  capable  of being so proved,  in which case
         Landlord shall be entitled to recover,  as and for liquidated  damages,
         the maximum  amount which may be allowed under any such statute or rule
         or law. As used in this Article,  the term "Tenant"  shall be deemed to
         include  Tenant and its  successors  and assigns,  and the guarantor of
         Tenant's obligations under this Lease, if any.


                                       10
<PAGE>


                                   ARTICLE 20
                                 ATTORNEY'S FEES

20.1 In the event that either party hereto brings legal action against the other
arising out of this Lease,  each party will be  responsible  for own  attorney's
fees and other costs unless the legal action is deemed frivolous by the Court.

                                   ARTICLE 21
                      SUBORDINATION AND NOTICE TO MORTGAGEE

21.1 Tenant shall, upon Landlord's  request,  subordinate this Lease to any lien
placed by  Landlord  upon the  Shopping  Center of which the Store forms a part,
with an insurance company,  bank, or any other  institutional  lender,  provided
that such lender  agrees that if Tenant is not then in default under this Lease,
this Lease shall not terminate as a result of the  foreclosure of such lien, and
Tenant's  rights  under this Lease  shall  continue in full force and effect and
Tenant's  possession be undisturbed  except in accordance with the provisions of
this Lease. Tenant will, upon request of such lienholders, be a party to such an
agreement,  and will agree that if such  lienholder  succeeds to the interest of
Landlord, Tenant will recognize said lienholder (or successor-in-interest of the
lienholder) as its Landlord under the terms of this Lease.

Tenant  agrees that in the event that such  institutional  lender shall  request
that the Lease be modified as a condition  precedent to its making a loan on the
Shopping  Center of which the Store forms a part,  Tenant  shall  consent to the
making of such  modifications,  provided  that it does not make  changes  to the
terms and conditions,  as such institutional lender shall reasonably request. In
the event that Tenant should  refuse to make any such changes  requested by such
institutional lender, Landlord shall have the option of canceling this Lease, in
which event it shall  become null and void and neither  party  hereto shall have
any further obligations to the other.

21.2 Anything in this Lease to the contrary  notwithstanding  Tenant agrees that
it  will  not  terminate  this  Lease  because  of  Landlord's  default  in  the
performance  hereof until Tenant has first given written  notice to Landlord and
to the  holder  of any  mortgage  (provided  Tenant  has been  notified  of such
mortgagee's  name and  address)  specifying  the  nature of any such  default by
Landlord and  allowing  Landlord and such  mortgage  holder,  or either of them,
thirty (30) days after date of such notice to cure such  default or a reasonable
period of time in addition thereto if  circumstances  are such that said default
cannot reasonably be cured within said thirty (30) day period.

21.3 In the event that Tenant  refuses to comply with the  obligations so stated
in 21.1 or 21.2 or refuses to sign any Estoppel  Certificate  and  Subordination
Attornment  and  Non-Disturbance  Agreement  as required  by such  institutional
lender,  Landlord shall have the option of canceling this Lease,  in which event
it shall  become null and void and neither  party  hereto shall have any further
obligations to the other.

                                   ARTICLE 22
                                ATTORNEY-IN-FACT

22.1 In the event Tenant shall fail or refuse to execute and deliver to Landlord
the documents  that may be required to evidence the intent of Article 21 and any
other  Article  requiring  the  signature  of Tenant  within ten (10) days after
Landlord's written request therefor, Tenant hereby irrevocably appoints Landlord
as  attorney-in-fact  for Tenant  with full power and  authority  to execute and
deliver such  instruments  for and in the name of Tenant,  or Landlord may treat
such  failure on the part of Tenant as an "Event of Default"  within the meaning
of Article 18 of this Lease.

                                       11
<PAGE>

                                   ARTICLE 23
                            ASSIGNMENT AND SUBLETTING

23.1 Tenant shall not assign this Lease in whole or in part or sublet all or any
part of the  Store,  nor  permit  other  persons to occupy the Store or any part
thereof,  nor grant  any  license  or  concession  for all or any of the  Store,
without the written consent of Landlord. In the event Landlord approves Tenant's
request to sublet and Tenant sublets the Premises for an amount greater than the
amount Tenant is required to pay for said  Premises,  then all  additional  rent
shall accrue to Landlord. Any consent by Landlord to an assignment or subletting
of this Lease shall not constitute a waiver of the necessity of such consent for
subsequent  assignment  or  subletting  and shall not relive Tenant of liability
hereunder.  An assignment for the benefit of Tenant's  creditors or otherwise by
operation of law shall not be effective to transfer or assign Tenant's  interest
under this Lease unless Landlord shall have first consented  thereto in writing.
Notwithstanding  the above,  it is understood  and agreed that Tenant may assign
this Lease without Landlord's consent, at any time during the term of this Lease
to any parent corporation or wholly-owned subsidiary corporation of Tenant or to
the surviving  corporation  in connection  with a merger or  consolidation  or a
reorganization  or sale between  Tenant and any of its  subsidiaries,  provided,
however, Tenant shall notify Landlord of any such assignment. Approval to assign
this Lease shall not be  unreasonably  withheld by Landlord and such  assignment
shall relive  original  Tenant  (assignor)  of all terms and  conditions of this
Lease.

                                   ARTICLE 24
              TENANT'S IMPROVEMENTS, INSTALLATIONS AND ALTERATIONS

24.1 Tenant shall fully equip the Store with all trade  fixtures and  equipment,
lighting fixtures,  furniture,  furnishings,  and floor coverings, and any other
fixtures and equipment  necessary for the proper operation of Tenant's business,
all of which shall be completely new or refurbished.

24.2 In the event  Tenant  engages in the  preparation  of food or baked  goods,
Tenant  agrees,  at the  Tenant's  own  expense:  (a) to  install  dry  chemical
extinguishing  devices  (such as ansul)  approved  by the local  fire  insurance
rating organization and Landlord's insurance carriers,  and to keep such devices
in good working  order and repair and  regularly  serviced  under a  maintenance
agreement  as may be  required  by  Landlord  or by such fire  insurance  rating
organization or carriers; (b) to keep and maintain all exhaust ducts and filters
in a clean condition;  (c) to place and store Tenant's  garbage and refuse;  and
(d) to install  within or without the Store,  as may be  required  by  governing
codes, a grease trap of a pattern and make approved in writing by Landlord,  and
to keep and  maintain  the same in a clean and  sanitary  condition  and in good
working  order and  repair.  In the event  Tenant  engages  in the use,  sale or
storing of  flammable or  combustible  materials,  Tenant  agrees to install and
maintain similar chemical  extinguishing  devices referred to in subdivision (a)
above. In the event gas is used in the Store,  Tenant agrees to install a proper
gas cut-off valve. If Tenant shall fail to install any such devices  referred to
in this Article  and/or to subscribe to the servicing  thereof,  Landlord  shall
have the  right to enter  the Store to make  such  necessary  installations  and
charge the cost of same and/or the  servicing  thereof to Tenant,  as additional
rent hereunder.

24.3 Tenant may make  nonstructural  alterations or improvements to the interior
of the  Store in a good and  workmanlike  manner  in  conformity  with all laws,
ordinances,  and regulation of public authorities having  jurisdiction  thereof.
Tenant shall not make any alterations to the foundation,  roof, exterior, walls,
gutters and  downspouts,  or any structural  portions of the Store without first
obtaining the written consent of Landlord.  All  installations  and improvements
made by Tenant in or about the Store shall remain the property of Tenant  during
the term of this Lease;  provided,  however, that any and all such installations
and improvements shall become the property of Landlord and shall remain upon and
be surrendered with the Store as a part thereof at termination of this Lease.


                                       12
<PAGE>


24.4 If during the term of this Lease,  or at the  termination  thereof,  Tenant
removes any equipment or trade fixtures, Tenant, at its expense, will repair any
structural  damages,  including  walls,  floors or roof and wall secure any gas,
electrical or water hook-ups to the satisfaction of Landlord.


                                   ARTICLE 25
                            DELIVERY AT END OF LEASE

25.1 Any holding  over after the  expiration  of this term or any  renewal  term
shall be  construed  to be a tenancy  from  month to month at the  rents  herein
specified,  and shall  otherwise  be on the  terms  herein  specified  so far as
applicable.

                                   ARTICLE 26
                                  FORCE MAJEURE

26.1.  Landlord  and/or  Tenant,  as the case may be,  shall be excused  for the
period  of any  delay  in the  performance  of any  obligations  hereunder  when
prevented from so doing by cause or caused beyond Landlord's or Tenant's control
which shall include without limitation all labor disputes, civil commotion, war,
war-like  operations,  invasion,  rebellion,  hostilities,  military  or usurped
power, sabotage,  governmental regulations or controls, fire and other casualty,
inability to obtain any  material  services or financing or through acts of God,
but only to the extent that such events occur prior to the commencement  date of
this Lease.

                                   ARTICLE 27
                               WAIVER OF LIABILITY

27.1 Anything  contained in this Lease to the contrary  notwithstanding,  Tenant
agrees that Tenant  shall look solely to the estate and  property of Landlord in
the land and buildings comprising the Shopping Center of which the Store forms a
part for the  collection of any judgment (or other judicial  process)  requiring
the  payment  of money by  Landlord  in the  event of any  default  or breach by
Landlord  with  respect to any of the terms and  provisions  of this Lease to be
observed and/or performed by Landlord;  subject, however, to the prior rights of
any ground or  underlying  landlords or the holder of any mortgage  covering the
Shopping  Center;  and no other assets of the Landlord shall be subject to levy,
execution as collateral  security for a loan,  upon such conveyance or transfer,
Landlord (and in the case of any subsequent  conveyances or transfers,  the then
grantor or transferor) shall be entirely released and relieved for all liability
with respect to the  performance of any covenants and obligations on the part of
Landlord to be performed hereunder from and after the date of such conveyance or
transfer,  provided  that any amounts then due and payable to Tenant by Landlord
(or by the then  grantor  or  transferor)  or any other  obligations  then to be
performed by Landlord (or by the then grantor or  transferor) or such payment or
performance assumed by the grantee or transferee;  it being intended hereby that
the covenants and obligations on the part of Landlord to be performed  hereunder
shall be binding on  Landlord,  its  successors  and assigns  only during and in
respect of their respective  periods of ownership of an interest in the Shopping
Center or in this  Lease.  This  provision  shall not be  deemed,  construed  or
interpreted  to be or  constitute  an  agreement,  express or  implied,  between
Landlord and Tenant that the Landlord's  interest  hereunder and in the Shopping
Center shall be subject to impressment of an equitable lien or otherwise.

                                   ARTICLE 28
                                CORPORATE TENANTS

28.1 If Tenant is or will be a corporation,  the persons executing this Lease on
behalf of Tenant hereby covenant and warrant that Tenant is a duly  incorporated
or duly qualified (if foreign)  corporation  and is authorized to do business in
the  State in which  the  Shopping  Center is  located,  and that the  person or
persons  executing  this Lease on behalf of Tenant is an officer or are officers
of such Tenant, and that he or they as such officers are duly authorized to sign
and execute this Lease.

                                       13
<PAGE>

                                   ARTICLE 29
                                    RECORDING

29.1 Tenant  shall not record this Lease,  but will at the request of  Landlord,
execute  a  memorandum  thereof  in  recordable  form  specifying  the  date  of
commencement  and  expiration  of the term of this  Lease and other  information
required by statute.  Either  Landlord or Tenant may then record said memorandum
of Lease.

                                   ARTICLE 30
                                     NOTICES

30.1 Any notice to be given or served in connection  with this Lease shall be in
writing and be delivered via  certified  mail,  return  receipt to: PO Box 2255,
Hartsville,  SC 29551.  All rent and other  payments shall be sent to Landlord's
address set forth in Section 1.2,  unless Tenant shall be directed  otherwise in
writing by Landlord.

                                   ARTICLE 31
                               GENERAL CONDITIONS

31.1 Any sum accruing to Landlord and Tenant under the  provisions of this Lease
which shall not be paid when due shall bear  interest at the rate of ten percent
(10%) per annum from the date  written  notice  specifying  such  nonpayment  is
served upon the defaulting party until paid.

31.2 If any term, covenant,  condition or restriction of this Lease is held by a
court of  competent  jurisdiction  to be  invalid,  void or  unenforceable,  the
remainder  of the  provisions  hereof  shall remain in full force and effect and
shall in no way be affected thereby.

31.3 Nothing contained in this Lease shall be deemed or construed by the parties
hereto or by any third person to create the  relationship of principal and agent
except as set forth in Article 22, or of partnership, or of joint venture, or of
any other  association  between  the  parties  other than that of  Landlord  and
Tenant.

31.4 All reference to the term of this Lease shall include any extension of such
term.

31.5 Time is of the essence of the performance of each provision of this Lease.

31.6 The waiver of performance of any covenant,  term or condition of this Lease
by  Landlord  or Tenant  shall not be  construed  as a waiver of any  subsequent
breach of the same covenant, term or condition.

31.7 Any reference to pro-rate share contained in this Lease shall be defined as
the gross  leasable area of the Store divided by the gross  leasable area of the
Shopping Center, as shown in Exhibit A, excluding any expansions to the Shopping
Center.

31.8 This  Lease,  including  the  Exhibits,  Riders  and/or  Addendum,  if any,
attached hereto,  sets forth the entire agreement  between the parties hereto or
their representatives are merged herein and extinguished.


                                   ARTICLE 32
                                     SIGNAGE

32.1     Landlord  must approve all Tenant  signage (with the exception of signs
         located wholly within demising portions of the Stores) in writing prior
         to fabrication and installation. All signage to be constructed shall be
         at Tenant's sole cost and expense.  All exterior signage must match the
         existing tenants' signage, including color, size, depth and style.

32.2     Tenant is  allowed  usage of marque  sign along  Route  278.  This is a
         single use marque sign used by former tenant of this space.  Sign needs
         prior Landlord approval.


                                       14
<PAGE>

                                   ARTICLE 33
                                SECURITY DEPOSIT

33.1 Upon execution of this Lease agreement,  Tenant has deposited with Landlord
a  Security  Deposit  in the  amount  of Four  Thousand  sixty  two  and  50/100
($4562.50) Dollars, receipt of which is not yet acknowledged. Said deposit shall
be held by Landlord without  liability for interest as security for the faithful
performance  by Tenant of all the terms  and  conditions  of this  Lease by said
Tenant to be  observed  and  performed.  Landlord  shall have no  obligation  to
maintain such deposit in a segregated  account and may use or commingle the same
with other funds.

33.2 If any of the rents herein reserved or any other such sum payable by Tenant
to Landlord  shall be overdue  and unpaid or should  Landlord  make  payments on
behalf of the Tenant,  or Tenant  shall fail to perform any of the terms of this
Lease,  then Landlord may, at its option and with  prejudice to any other remedy
which Landlord may have on account  thereof,  appropriate  and apply said entire
Security  Deposit or so much thereof as may be necessary to compensate  Landlord
toward the payment of rent or  additional  rent or loss of damage  sustained  by
Landlord due to such breach on the part of the Tenant and Tenant shall forthwith
upon demand restore said Security Deposit to the original sum deposited.  Should
Tenant comply with all of said terms and promptly pay all of the rentals as they
fall due and all other sums payable by Tenant to Landlord, said Security Deposit
shall be returned in full to Tenant within thirty (30) days after termination of
Lease.

In WITNESS  WHEREOF,  the parties  hereto have  executed  this Lease on the date
first above written.

                              [SIGNATURES OMITTED]


                                       15
<PAGE>


                                    EXHIBIT B
                          GENERAL RULES AND REGULATIONS

1. The sidewalks,  entrances,  passages, courts, vestibules,  corridors,  halls,
delivery  alleys and  courtyards  shall not be  obstructed  or encumbered by any
Tenant or used for any  purpose  other than  ingress  and egress to and from the
respective stores (with the exception of authorized "kiosks"), without the prior
written consent of Landlord.

2. No awnings or other projections shall be attached to the outside walls of the
building  without the prior written  consent of Landlord.  No curtains,  blinds,
shades or screens shall be attached to or hung in, or used in  connection  with,
any window or door of the respective  stores,  without prior written  consent of
Landlord.

3. No sign, signal, advertisement, notice or other lettering shall be exhibited,
inscribed,  painted or  affixed by any Tenant on any part of the  outside of the
respective stores,  without the prior written consent of Landlord.  In the event
of the  violation  of the  foregoing  by any  Tenant,  Landlord  may remove same
without any liability and may charge any expense incurred in such removal to the
Tenants violating this rule.

4. The sashes, sash doors,  skylights,  windows, and doors that reflect or admit
light and air shall not be covered or  obstructed  by any Tenant,  nor shall any
bottles, parcels or other articles be placed on the window sills.

5. No show cases, sales tables,  merchandise  displays,  signs or other articles
shall be put in front of or affixed to any part of the exterior of the building,
nor placed in the halls, common passageways, corridors or vestibules without the
prior  written  consent of Landlord.  This rule does not pertain to the Tenant's
interior space.

6. The water and wash closets and other plumbing  fixtures shall not be used for
any purpose other than those for which they were  constructed  and no sweepings,
rubbish,  rags,  or  other  substances  shall be  thrown  therein.  All  damages
resulting  from any misuse of the fixtures  shall be borne by the Tenant who (or
whose servants, employees, agents, visitors, or licensees) shall have caused the
same.

7. No tenant  shall  cause or permit any  unusual or  objectionable  odors to be
produced upon or released from the respective stores.

8. No space in the Shopping  Center  shall be used for the sale of  merchandise,
goods or property of any kind at auction.

9. No tenant shall make, or permit to be made, any unseemly or disturbing noises
or disturb or interfere  with  occupants of the Shopping  Center or those having
business within them,  whether by the use of any musical  instrument,  amplified
sound,  unmusical noise,  whistling,  or singing, or in any other way. No tenant
shall  throw  anything  out  of  the  doors,   windows  or  skylights  down  the
passageways.

10. No tenant,  nor any of tenant's  servants,  employees,  agents,  visitors or
licensees,  shall  at any  time  bring  or keep  in the  respective  stores  any
flammable, combustible or explosive fluid, chemical or substance. This rule does
not apply to materials used and/or consumed in the Tenant's  day-to-day business
operations as long as the materials are stored in a safe and appropriate manner.

11. Each tenant must, upon the  termination of his tenancy,  restore to Landlord
all keys of stores,  offices, and toilet rooms either furnished to, or otherwise
procured by tenant, and in the event safes, closets, or other lockable permanent
fixtures are installed in the respective  store,  give all keys or  combinations
thereto to Landlord at the termination of the Lease.

12. The  respective  stores shall not be used for lodging or sleeping or for any
immoral or illegal purpose.


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<PAGE>

13. All boxes must be broken down before being placed in dumpsters.  All plastic
bags, wrapping paper, loose materials, etc., must be secured in boxes or tied in
bags prior to emptying into dumpster.

14. The requirements of each tenant will be attended to only upon application to
the Landlord's  local mall operations  manager.  Landlord's  employees shall not
perform any work or do anything  outside of their regular  duties,  unless under
special instructions from Landlord's mall operations manager.

15.  Canvassing,  soliciting,  and  distribution  of handbills other than in the
respective  stores is prohibited and each tenant shall  cooperate to prevent the
same.

16.  There  shall  not be used  in any  space,  or in the  public  halls  of the
building,  either by any  tenant or by jobbers or  others,  in the  delivery  or
receipt of  merchandise,  any hand  trucks,  except those  equipped  with rubber
tires.





























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