ASSIGNMENT AND ASSUMPTION OF LEASE

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is
made  and entered into effective as of this 6th day of October,
2008,  by  and  between Ryan Companies US, Inc.,  a  Minnesota
corporation  ("Assignor"), and AEI Income & Growth  Fund  XXII
Limited  Partnership  as  to an undivided  33%  interest,  AEI
Income  &  Growth Fund 24 LLC as to an undivided 34% interest,
and  AEI  Income & Growth Fund 27 LLC as to an  undivided  33%
interest, as tenants in common (each individually and all such
tenants  in  common  are collectively referred  to  herein  as
"Assignee").

                           RECITALS:

      A.    Assignor and Assignee are parties to that  certain
Purchase  and Sale Agreement dated August 7, 2008, as  it  may
have   been  amended  (the  "Agreement"),  pursuant  to  which
Assignee  is  acquiring from Assignor the  real  property  and
improvements, located on property more particularly  described
on  EXHIBIT A attached hereto and incorporated herein by  this
reference.

      B.   Pursuant to the terms of the Agreement, Assignor desires
to sell, assign, convey, transfer and set over to Assignee and
Assignee desires to assume all of Assignor's interest in that
certain Lease dated February 27, 2007 (the "Lease"), by and
between Assignor and Best Buy Stores, L.P., a Virginia limited
partnership (the "Tenant"), including all rents prepaid for
any period subsequent to the date of this Assignment, subject
to the terms and conditions set forth below.

      C.   Assignor is the Landlord under the Lease with full right
and title to assign the Lease and the Rent to Assignee as
provided herein.

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

      1     Assignor  hereby  irrevocably and  unconditionally
sells,   assigns,  conveys,  transfers  and  sets  over   unto
Assignee,  its heirs, successors and assigns as  of  the  date
hereof (the "Effective Date"), all of Assignor's right,  title
and  interest  in, to and under: (i) the Lease, together  with
any  and all guaranties thereof, if any, and (ii) any and  all
rents  prepaid as of the Effective Date, held by  Assignor  in
connection with the Lease (the "Rent").

      2.    Assignee  hereby  irrevocably and  unconditionally
assumes,  and  shall be fully liable for,  all  of  Assignor's
obligations  under the Lease on or after the  Effective  Date.
Assignor  shall indemnify and hold Assignee harmless from  any
and all liabilities, claims, obligations, losses and expenses,
including  reasonable attorneys' fees arising as a  result  of
Assignor's  failure  to  fulfill  the  landlord's  duties  and
obligations  accruing under the Lease prior to  the  Effective
Date.   Assignee  shall indemnify and hold  Assignor  harmless
from any and all liabilities, claims, obligations, losses  and
expenses, including reasonable attorney's fees, arising  as  a
result  of Assignee's failure to fulfill the landlord's duties
and  obligations  accruing under the Lease  on  or  after  the
Effective  Date.  Assignee shall be entitled  to  receive  all
income  accruing from the Lease from and after said  Effective
Date.  Assignor  shall  be  entitled  to  receive  all  income
accruing from the Lease prior to the Effective Date.

      3.    Assignor shall direct the tenant and any successor
tenant  under  the Lease to pay to Assignee the Rent  and  all
other  monetary  obligations due or to become  due  under  the
Lease   for  the  period  beginning  on  the  Effective  Date.
Assignee shall promptly pay to Assignor all Rent received that
is attributable to periods prior to the Effective Date.

     4.   This Assignment shall be governed by and construed
in accordance with the laws of the state in which the Property
is located.

     5.   All rights and obligations of Assignee and Assignor
hereunder shall be binding upon and inure to the benefit of
Assignor, Assignee and the heirs, successors and assigns of
each such party.

      6.    This  Assignment 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. Any signature page of this Assignment  may  be
detached  from  any  counterpart of  this  Assignment  without
impairing the legal effect of any signatures thereon  and  may
be attached to another counterpart of this Agreement identical
in  form  hereto  but  having  attached  to  it  one  or  more
additional signature pages.

     7.   Whenever the context so requires in this Assignment,
all words used in the singular shall be construed to have been
used  in  the  plural (and vice versa), each gender  shall  be
construed to include any other genders, and the word  "person"
shall be construed to include a natural person, a corporation,
a  firm, a partnership, a joint venture, a trust, an estate or
any other entity.

         [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
             SIGNATURES APPEAR ON FOLLOWING PAGES]

     IN WITNESS WHEREOF, Assignor and Assignee have executed
this Assignment effective as of the day and year first above
written.


ASSIGNOR:                      Ryan Companies US, Inc.,
                               a Minnesota corporation


                               By: /s/ Daniel R Levitt
                             Name:     Daniel R Levitt
                              Its:     Vice President



ASSIGNEE:                     AEI Income & Growth Fund XXII Limited
                              Partnership

                              By: AEI Fund Management XXI, Inc.

                              By:/s/ Patrick W Keene
                                     Patrick W. Keene,Secretary/Treasurer


                              AEI Income & Growth Fund 24
                              Limited Partnership

                              By: AEI Fund Management XXI, Inc.

                              By: /s/ Patrick W Keene
                                      Patrick W. Keene,Secretary/Treasurer


                              AEI Income & Growth Fund 27
                              Limited Partnership

                              By: AEI Fund Management XXI,Inc.

                              By:  /s/ Patrick W Keene
                                       Patrick W. Keene,Secretary/Treasurer




                       ACKNOWLEDGEMENTS


STATE OF MINNESOTA      )
                        ) ss.
CITY/COUNTY OF HENNEPIN )


     I, the undersigned, a Notary Public in and for the County
and  State aforesaid, DO HEREBY CERTIFY, that the above  named
Daniel  R Levitt of Ryan Companies US, Inc., personally  known
to  me  to be the same person whose name is subscribed to  the
foregoing  instrument as such Vice President, appeared  before
me  this  day  in person and acknowledged that he  signed  and
delivered  the  said instrument as his own free and  voluntary
act  and as the free and voluntary act of the corporation  for
the uses and purposes therein set forth.

     Given  under  my  hand and Notary Seal,  this  2  day  of
October, 2008.

                    /s/ Judy A Hermanson
                         Notary Public


[notary seal]





STATE OF MINNESOTA      )
                        ) ss.
CITY/COUNTY OF RAMSEY   )

     The forgoing instrument was acknowledged before me this 2
day of October, 2008, by Patrick W. Keene, as
Secretary/Treasurer of AEI Fund Management XXI, Inc., the
corporate general partner of AEI Income & Growth Fund XXII
Limited Partnership, on behalf of said partnership.

     WITNESS my hand and official seal.


                            /s/ Josann Marie Johnson
                                   Notary Public

                                   [Notarial Seal]


STATE OF MINNESOTA      )
                        ) ss.
CITY/COUNTY OF RAMSEY   )

     The forgoing instrument was acknowledged before me 2 day
of October, 2008, by Patrick W. Keene, as Secretary/Treasurer
of AEI Fund Management XXI, Inc., the Managing Member of AEI
Income & Growth Fund 24 LLC, on behalf of said limited
liability company.

     WITNESS my hand and official seal.


                            /s/ Josann Marie Johnson
                                   Notary Public

                                   [Notarial Seal]







STATE OF MINNESOTA      )
                        ) ss.
CITY/COUNTY OF RAMSEY   )

     The forgoing instrument was acknowledged before me this 2
day of October, 2008, by Patrick W. Keene, as
Secretary/Treasurer of AEI Fund Management XXI, Inc., the
Managing Member of AEI Income & Growth Fund 27 LLC, on behalf
of said limited liability company.

     WITNESS my hand and official seal.


                            /s/ Josann Marie Johnson
                                   Notary Public

                                   [Notarial Seal]


        EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF LEASE

                       Legal Description

LOT 2 OF CERTIFIED SURVEY MAP NUMBER 4170, A DIVISION OF LOT 1
OF  CERTIFIED SURVEY MAP NO. 3997, RECORDED AUGUST 22, 2008 IN
THE  OFFICE  OF  THE  REGISTER OF DEEDS FOR  WALWORTH  COUNTY,
WISCONSIN  IN  VOLUME  26, PAGE 193, AS DOCUMENT  NO.  744108,
BEING  PART OF THE SOUTHEAST QUARTER OF THE SOUTHWEST  QUARTER
AND  THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION
30,  TOWN 2 NORTH, RANGE 18 EAST, IN THE CITY OF LAKE  GENEVA,
WALWORTH COUNTY, WISCONSIN.



                   FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT TO LEASE ("Amendment") is made and
     entered into this
day of, 2007, by and between RYAN COMPANIES US, INC., a Minne
sota corporation
("Landlord"), and BEST BUY STORES, L.P., a Virginia limited
partnership ("Tenant").

                           RECITALS:

    A.   Landlord and Tenant are parties to that certain Lease
dated  February 27, 2007 ("Original Lease") for  the  premises
described  therein located at Geneva Commons Shopping  Center,
Lake Geneva, Wisconsin ("Shopping Center").

    B.  Pursuant to the Lease, Landlord endeavored to obtain the
approval  of the Village of Lake Geneva, Wisconsin ("Village")
to  Tenant's proposed signage attached as Exhibit D-1  to  the
Original Lease.

    C.   Landlord has obtained the approval of the Village to the
Tenant building signage and the Shopping Center pylon signage
depicted on Schedule I attached hereto and made a part hereof.

    D.   The parties desire to incorporate their understandings
and  agreements  relative to the Tenant building  signage  and
Shopping  Center pylon signage in this Amendment (the Original
Lease,  as amended by this Amendment, is hereinafter  referred
to as the "Lease").

     IN CONSIDERATION of the mutual covenants and agreements
herein and in the Lease contained, the parties hereby agree as
follows:

        1. Signage. Notwithstanding anything to the contrary set
forth in Section 12 of the Original Lease or in Exhibits D  or
D-1  attached  thereto,  the  Village-approved  and  Landlord-
approved  Tenant  building signage and Shopping  Center  pylon
signage  depicted  on Schedule I hereto shall  be  the  Tenant
building  signage and Shopping Center pylon  signage  for  all
purposes under the Lease and shall satisfy the requirements of
Section 12 of the Original Lease. The Original Lease is hereby
amended by substituting Exhibit D-1 to the Original Lease with
Schedule I attached to this Amendment.

         2.   Premises. The Premises contain 30,296 square feet of
Rentable Area as certified in accordance with BOMA standards

         3.   Lease Term. In accordance with the terms and conditions
of Article 3 in the Original Lease, the Commencement Date
shall be March 6, 2008 and shall expire on January 31, 2019.

         4.   Fixed Rent. Fixed Rent shall be amended as follows:

              Lease Yr.        Monthly    Annual   Per Sq.Ft.
              1-5            $36,607.67  $439,292   $14.50

              6-10           $37,870.00  $454,440   $15.00

              Opt. 1 (11-15) $39,132.33  $469,588   $15.50

              Opt. 2 (16-20) $40,394.67  $484,736   $16.00

              Opt. 3 (21-25) $41,657.00  $499,884   $16.50

              Opt. 4 (26-30) $42,919.33  $515,032   $17.00

         5.   Reaffirmation. Except as expressly provided herein, the
Original Lease shall remain in full force and effect in
accordance with its terms.

     IN WITNESS WHEREOF, Landlord and Tenant have executed
this Amendment as of the date and year first above written.



LANDLORD:                                  TENANT:

RYAN COMPANIES US, INC., a Minnesota    BEST BUY STORES, L.P.,
corporation                             a Virginia limited partnership

By:                                     By:
Name:                                   Name:
Its:                                    Its:





                             LEASE
                        by and between


                    RYAN COMPANIES US, INC.
                   a Minnesota corporation/
                         ("Landlord")

                              and


                     BEST BUY STORES, LP.,
                a Virginia limited partnership



                          ("Tenant")


                 for improved real property at


                Geneva Commons Shopping Center
                        Lake Geneva, WI
                        TABLE OF CONTENTS

Article                                                      Page
I. FUNDAMENTAL LEASE TERMS.                                    1
1.   THE PREMISES.                                             2
2.   TITLE AND QUIET POSSESSION.                               3
3.   LEASE TERM.                                               4
4.   OPTION TO EXTEND.                                         4
5.   COMPLETION AND DELIVERY OF THE PREMISES AND SHOPPING
      CENTER; CONTINGENCY                                      5
6.   RIGHT OF PRIOR ENTRY.                                     9
7.   RENT.                                                    10
8.   CONFORMITY WITH LAW; OPERATIONS.                         10
9.   UTILITIES FOR THE PREMISES.                              11
10.  REPAIRS                                                  11
11.  ACCESS BY LANDLORD.                                      12
12.  TENANT'S FIXTURES AND SIGNS.                             13
13.  ALTERATIONS TO THE PREMISES; SATELLITE EQUIPMENT         14
14.  SURRENDER OF THE PREMISES                                14
15.  HOLDING OVER                                             15
16.  DEFAULT; DISPUTES.                                       15
18.  QUIET ENJOYMENT.                                         17
19.  DAMAGE BY FIRE OR CASUALTY.                              18
20.  WAIVER OF SUBROGATION.                                   19
21.  EMINENT DOMAIN.                                          19
22.  INSURANCE.                                               19
23.  SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT.           20
24.  TRANSFER OF INTEREST.                                    21
25.  REAL ESTATE TAXES.                                       22
26.  RIGHT OF PROTEST.                                        23
27.  COMMON AREAS.                                            23
28.  ALTERATIONS TO SHOPPING CENTER.                          26
29.  INTENTIONALLY DELETED                                    27
30.  EXCLUSIVITY AND USE.                                     27
31.  HAZARDOUS SUBSTANCES.                                    28
32.  ESTOPPEL CERTIFICATE.                                    30
33.  PARKING.                                                 30
34.  ATTORNEY'S FEES.                                         30
35.  BROKERAGE.                                               31
36.  NOTICES.                                                 31
37.  MISCELLANEOUS.                                           31
II.  EXHIBITS.                                                33

     EXHIBITS

 A.   LEGAL DESCRIPTION OF SHOPPING CENTER
 B.   SITE PLAN
 C.   PERMITTED TITLE EXCEPTIONS (TITLE COMMITMENT/POLICY)
 D.   CONSTRUCTION PLANS AND SPECIFICATIONS AND ELEVATIONS D-1
      PYLON AND/OR MONUMENT SIGNS
 E.   SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
 F.   COMMON AREA SPECIFICATIONS
 G.   MEMORANDUM OF LEASE
 H.   PROHIBITED USES




                                                Best Buy #

                             LEASE

THIS LEASE ("Lease") is made and entered into as of the  27th of
February , 2007, by and between RYAN COMPANIES US, INC., a
Minnesota corporation/ ("Landlord"), and BEST BUY STORES, L.P.,
a Virginia limited partnership ("Tenant").

                           WITNESSETH:

In consideration of the rents reserved and the covenants and
conditions set forth herein, Landlord and Tenant agree as
follows:

I.   FUNDAMENTAL LEASE TERMS.

     A.   Parties.

         Landlord:Ryan Companies US, Inc.
          Tenant:  Best Buy Stores, L.P.

     B.   Premises (Article 1).

          Approximately  thirty thousand one  hundred  sixty-two
         (30,162)  square feet of building area with  dimensions
         of  not less than 186-0 of frontage and 158-8 of  depth
         located in Geneva Commons, Lake Geneva, WI.

     C.   Term (Articles 3 and 4).

         Ten (10) Lease Years, with four (4), five (5) Lease
         Year options to extend.

     D.   Fixed Rent (Article 7).
          Lease Yr.        Monthly          Annual        Per sq.
                                                            ft.
          1-5             $36,445.75       $437,349       $14.50
          6-10            $37,702.50       $452,430       $15.00
          Opt. 1 (11-15)  $38,959.25       $467,511       $15.50

          Opt. 2 (16-20)  $40,216.00       $482,592       $16.00

          Opt. 3 (21-25)  $41,472.75       $497,673       $16.50

          Opt. 4 (26-30)  $42,729.50       $512,754       $17.00


     E.   Construction (Article 5).

          Landlord to complete construction on or before
         February 15, 2008 (the "Delivery Date").
          F.  Addresses (Article 36).

          (i)  If to Landlord:

               Ryan Companies US, Inc.
               50 South 10th Street, Suite 300
               Minneapolis, MN 55403
               Attention: Properties Group
               Federal Tax Identification Number: 410882483

               and to:
               Ryan Companies US, Inc.
               50 South 10th Street, Suite 300
               Minneapolis, MN 55403
               Federal Tax Identification
               Number: 410882483 Attention:
               Mark Kampmeyer

               with a copy to:
               Neal, Gerber & Eisenberg, UP
               Two North LaSalle
               Street Suite 2200
               Chicago, IL 60602
               Attn: Paula Kaplan Berger, Esq.

          (ii) If to Tenant:

               Best Buy Stores,
               L.P. 7601 Penn
               Avenue South
               Richfield, MN
               55423
               Attention: Legal Department - Real Estate
               Federal Tax Identification Number: 41-1822872

               with a copy to:
               Robins, Kaplan, Miller &
               Ciresi L.L.P. 2800 LaSalle
               Plaza
               800 LaSalle Avenue
               Minneapolis, MN 55402-2015
               Attention: Steven A. Schumeister, Esq.

     G    Potential Conflict.

          In  the event that any of the terms or provisions  set
          forth  in  any portion of the Fundamental Lease  Terms
          set  forth above shall conflict with any of the  terms
          or  provisions  of  the  balance  of  the  Lease,  the
          applicable Fundamental Lease Term shall control.

1.   THE PREMISES.

                               2
Subject  to  the  terms and conditions of this  Lease,  Landlord
leases  to  Tenant and Tenant rents from Landlord  the  premises
situated  in the City of Lake Geneva, County of Walworth,  State
of Wisconsin, and known and described as follows:

     The   premises   and  improvements  and  appurtenances
     constructed   and  to  be  constructed  thereto   (the
     "Premises")  located  in the Geneva  Commons  Shopping
     Center  (the "Shopping Center"). The legal description
     of the Shopping Center is attached hereto as Exhibit A
     and  made  a part hereof, and the Shopping  Center  is
     outlined  in red on the site plan attached  hereto  as
     Exhibit B and made a part hereof, provided that in the
     event of any conflict between Exhibit A and Exhibit B,
     Exhibit  B shall control. The Shopping Center includes
     the  real  property owned by Target. As used  in  this
     Lease,  the  term "Landlord's Property" describes  the
     land  parcels  in  the Shopping Center  that  Landlord
     holds  in fee simple title or controls under a  lease,
     plus  all  other real property interests that Landlord
     has  in or over land within the Shopping Center, (such
     as  easements  and  access rights);  but  specifically
     excluding  the square footage of land in the  Shopping
     Center   owned   by   Target.  The  Premises   contain
     approximately thirty thousand, one hundred  sixty  two
     (30,162)  square feet of building area with dimensions
     of  not  less than 186"0" of frontage and  158'-6"  of
     depth  and are cross-hatched on the site plan attached
     hereto  as  Exhibit  B, exclusive  of  square  footage
     applicable,  if  any, to a loading dock  appendage  to
     Premises  resulting from the design  of  the  Shopping
     Center.


2.   TITLE AND QUIET POSSESSION.

Landlord  hereby  represents, covenants and warrants  to  Tenant
that it has full right and authority to enter into this Lease in
accordance  with  the  terms hereof and that  it  has  and  will
maintain  throughout  the  Lease  Term  (subject  to  Landlord's
transfer rights in accordance with this Lease) good title in fee
simple  to  the Landlord's Property including the Premises  free
and  clear of all liens and encumbrances except as stated in the
current title commitment or policy issued from a national  title
company attached hereto as Exhibit C and made a part hereof (the
"Permitted Exceptions"). If so requested by Tenant from time  to
time  during  the  term  of this Lease, Landlord  shall  furnish
Tenant  with evidence of Landlord's title to the Premises.  Such
title  may be evidenced by a copy of a policy of title insurance
issued  by a title insurance company licensed to do business  in
the  state in which the Premises are located, which policy shall
contain  no  exceptions to Landlord's interest in  the  Premises
superior  to this Lease other than the Permitted Exceptions  and
mortgages or deeds of trust if in accordance with the provisions
of Article 23 of this Lease.

Tenant  agrees  and  acknowledges that (a) Landlord  intends  to
subject  or has subjected the Shopping Center, the Premises  and
other  property  to  the terms and conditions  of  a  reciprocal
easement agreement ("REA") with Target, Inc. governing the  use,
operation, maintenance, repair, design and construction of  such
property  and providing for, among other things, the  imposition
of  certain  covenants, conditions, restrictions and  easements,
and  (b) notwithstanding the later execution and recordation  of
the REA, this Lease and Tenant's interest in and to the Premises
is and shall be

                                3
subject  and subordinate to the Declaration; provided,  however,
in  the event of any conflict between the express provisions  of
this  Lease  and the provisions of the REA that  would  cause  a
material  reduction of Tenant's rights hereunder or  a  material
increase  in  Tenant's obligations hereunder, the provisions  of
this  Lease shall prevail and control. Subject to the provisions
of  this  Article,  the  REA  shall be  a  Permitted  Exception.
Landlord  shall provide Tenant a complimentary copy  or  a  near
execution copy of the REA for its review.

3.   LEASE TERM.

The  term of this Lease (the "Lease Term") shall be for a period
of  ten (10) "Lease Years," as that term is hereinafter defined.
The  Lease  Term  shall commence on the date (the  "Commencement
Date") which is the earlier of: (i) the Possession Date, as that
term  is hereinafter defined, or (ii) the date Tenant opens  for
business  to  the public at the Premises. The Lease  Term  shall
expire  on  the last day of the tenth (10th) consecutive  "Lease
Year," unless sooner terminated or extended as provided herein.

The  "Possession Date" as used herein means the ninetieth (90th)
day  Landlord  delivers  the Premises  and  Tenant  or  Tenant's
architect  certifies  in writing that the Premises  are  in  the
condition  described  in  Article 5  hereof  and  available  for
occupancy by Tenant; provided, however, that if any delivery and
certification shall be given between October 1 of any  year  and
January 5 of the subsequent year, the Possession Date shall  be,
at  Tenant's  option, effective on January 5 of such  subsequent
year and the ninety (90) day period shall begin to run from such
date; and provided further that the ninety (90) day period shall
be  extended  by  the  number of days of  delay  resulting  from
strikes,  casualties,  Tenant's inability  to  secure  necessary
licenses  or permits or any other cause beyond Tenant's control;
provided  that  Tenant uses commercially reasonable  efforts  to
mitigate  such delay and notifies Landlord, in writing,  at  the
inception of the delay; provided further that in no event  shall
the  Possession  Date be deemed to have occurred  prior  to  the
Delivery Date unless Tenant shall agree to the same in writing.

The  term  "Lease Year" as used herein shall mean  a  period  of
twelve  (12)  consecutive full calendar months (except  for  the
first  Lease  Year, which may be longer). The first  Lease  Year
shall  commence on the Commencement Date. The first  Lease  Year
shall expire at midnight on the second January 31 following  the
Commencement Date. Succeeding Lease Years shall each commence on
the  first  (1st)  day following the end of the preceding  Lease
Year.  After the Commencement Date and within ten (10)  business
days  after  request  from the other party,  the  parties  shall
jointly execute a statement specifying the Commencement Date  of
this Lease.

4.   OPTION TO EXTEND.

Tenant  is hereby given the right to extend the Lease  Term  for
four  (4) additional periods of five (5) Lease Years per period,
upon  the  same terms and conditions as provided in the  initial
Lease  Term.  Tenant  shall exercise the right  granted  in  the
foregoing  sentence  by notifying Landlord  in  writing  of  its
intention  to  exercise its option to extend the Lease  Term  at
least  one  hundred  eighty (180) days  prior  to  the  date  of
commencement  of  each such extension term, and  thereupon  this
Lease shall be so extended without any further document or  act.
If  Tenant  fails  to  notify Landlord of its  exercise  of  any
extension   option  hereunder  as  hereinabove   provided,   its
option(s)

                                4
to extend shall nevertheless remain in full force and effect for
a   period  of  thirty  (30)  days  after  Tenant's  receipt  of
subsequent  written  notice  from  Landlord  setting  forth  the
expiration date of the Lease and advising Tenant that notice  of
extension has not been received. In the event the Lease Term  is
extended  pursuant  to  this Article, the definition  of  "Lease
Term"  as  used  in this Lease shall include any  and  all  such
extension term(s).

5. COMPLETION AND DELIVERY OF THE PREMISES AND SHOPPING CENTER;
     CONTINGENCY.

This  Lease is contingent upon Landlord obtaining approval  from
the   municipality   for   a   Best  Buy   building   containing
approximately  30,162 square feet. Landlord agrees  to  promptly
seek  municipal  approval  for a 30,162  square  foot  Best  Buy
building  after the Lease is fully executed, if not  sooner.  If
Landlord  is  unable to obtain municipal approval for  a  30,162
square  foot building within sixty (60) days after the Lease  is
fully  executed, Landlord shall notify Tenant; and unless Tenant
advises   Landlord  within  seven  (7)  days  after   Landlord's
notification that it would accept a 20,000 square foot building,
(in  which  case Landlord and Tenant shall amend this  Lease  to
provide  for a 20,000 square foot building and adjust  the  Rent
accordingly) Landlord may terminate this Lease. For a period  of
one  year  following Landlord's termination of the  Lease  as  a
result of this contingency, if Landlord is subsequently able  to
obtain  municipal approval for a 30,000 square foot building  or
larger at or in the vicinity where the Premises under this Lease
are  located, Landlord will notify Tenant and Tenant shall  have
twenty (20) days from such Landlord notice to advise Landlord if
it  would  agree  to reinstate the Lease. If Tenant  so  agrees,
Landlord and Tenant shall reinstate the Lease on all of the same
terms  and conditions, except with respect to the Delivery  Date
and  outside  dates (as described in Article 5) for Landlord  to
commence  and complete Landlord's Work, which Delivery Date  and
outside dates Landlord and Tenant shall discuss and resolve,  in
good  faith.  Notwithstanding anything to  the  contrary  stated
elsewhere  in this Lease, it is mutually understood  and  agreed
that  if  Landlord terminates the Lease in accordance  with  the
provisions  of this paragraph, it has no obligation to  continue
to seek or pursue municipal approval for a 30,000 square foot or
larger building.


Landlord  agrees, at its sole cost and expense, to substantially
complete   the  work  described  on  Exhibit  D  at  the   times
hereinafter  and  therein  set forth (collectively,  "Landlord's
Work"), time being of the essence: (i) on or before the Delivery
Date  to  construct the Premises as provided  in  this  Article,
including  completion of Tenant's truck dock provided,  however,
that  to  the  extent Exhibit D specifies that any  portions  of
Landlord's Work are to be completed before or after the Delivery
Date,  such  portions of Landlord's Work shall be  completed  in
accordance  with  the  dates specified in Exhibit  D,  it  being
understood, for example, that all permanent utilities (including
but  not  limited to, water, storm sewer, sanitary  sewer,  fire
protection water, electrical, gas, and telephone service)  shall
be   completed  in  satisfactory  working  condition  with   all
necessary  permits  no  later than  three  weeks  prior  to  the
Delivery  Date  including  work  required  to  be  completed  by
Landlord  under Article 9, (ii) on or before the Delivery  Date,
construct the signage required to be provided by Landlord  under
Article 12, hereof including but not limited to any pylon and/or
monument  sign(s) and to construct and complete the construction
of  all  other  "Common Area" (as hereinafter defined)  elements
servicing  the  Premises, including, but  not  limited  to,  all
access  and  egress  roads located on and serving  the  Shopping
Center  (including, but not limited to, the  access  and  egress
roads providing access and egress from Highway 50 and the

                                5
frontage  road  along  Highway  12),  landscaping,  parking  lot
lighting,   site   drainage,  concrete  curbs   and   sidewalks,
driveways, utilities, and a finished and fully-improved  parking
lot.  Landlord shall construct the parking lot and loading  dock
area  for the Premises as shown in arid on Exhibits B and  D  to
this Lease.

Landlord shall with sole responsibility for all related hard and
soft  costs or expenses (it being understood that no portion  of
the  costs of Landlord's Work shall be passed through to  Tenant
under  Article 27 or otherwise) provide or cause to be  provided
all reasonably necessary insurance (including without limitation
builder's  risk insurance and worker's compensation  insurance),
materials, and (c) labor necessary to complete Landlord's Work ,
and to deliver possession thereof to Tenant on the Delivery Date
or  other applicable date specified in Exhibit D in broom  clean
and  : (i) free and clear of Hazardous Substances as defined  in
Article 31 (ii) free and clear of liens and encumbrances, except
for   Permitted  Exceptions,  (iii)  in  compliance   with   all
applicable  building,  health, safety, fire,  environmental  and
zoning  codes, and all other laws, codes, ordinances, rules  and
regulations of federal and state and local governmental agencies
properly  exercising jurisdiction over the Shopping Center  (all
of  the  foregoing collectively defined hereinafter as  "Laws"),
and (iv) at least a temporary (if not permanent) certificate  of
occupancy,  and such other permits or approvals as  will  enable
Tenant   by   the  Delivery  Date  to  commence  fixturing   and
merchandising the Premises, and thereafter at Tenant's option to
open the Premises to the public for business it being understood
that  Tenant  shall  be  responsible for obtaining  any  permits
specifically necessary for Tenant's fixturing of the Premises or
training  its  employees therein but that Landlord shall  obtain
such  permits/approvals  by  the  Delivery  Date  that  are  not
specific  to Tenant's fixturing of the Premises, or training  of
its  employees  therein but are required of Tenant  to  lawfully
perform  the activities set forth in said clause (iv).  Landlord
shall  obtain a permanent certificate of occupancy once Landlord
and  Tenant  have  fully performed their respective  obligations
relating  to  construction  and fixturing  of  the  Premises  or
training of employees.


All   heating,   ventilating   and  air-conditioning   equipment
servicing the Premises will be new. Landlord hereby warrants and
represents that at the Delivery Date, the structure, roof,  roof
membrane,   heating,  ventilating,  air-conditioning,  lighting,
electrical,  plumbing,  sewer and  other  systems  and  fixtures
serving  the  Premises  will be in good  condition  and  working
order,  and there will be utilities available (in the quantities
or  at the capacities as per Exhibit D attached hereto. Landlord
shall, at its own expense, apply and pay for all hookups,  taps,
and  connections of any and all utilities used on  the  Premises
(including   but   not  limited  to  gas,  water,   electricity,
telephone,  etc.),  and Landlord shall  pay  any  and  all  fees
(including  so-called  "impact" fees or  their  equivalent)  and
expenses associated therewith. Landlord further agrees  that  it
shall  be  required to utilize Tenant's vendors and/or  material
suppliers  as  per Exhibit D attached hereto in connection  with
the  construction  of the Premises so long as such  vendors  and
material  suppliers  used by Landlord are competitive  in  price
with respect to their services and materials. Landlord agrees to
provide  fire  protection as specified in Exhibit D..  Landlord,
shall  be  in  conformance  with  NFPA-13,  NFPA-25,  and  local
governmental jurisdiction, and provide clear height for space of
not  less  than the following so as to accommodate sixteen  foot
(16')  "high pile" flammable stock as is customary for  Tenant's
business: twenty-three feet (23') to roof deck; twenty (20')  to
the underside of steel beams.



                                6
Landlord shall have obtained all necessary approvals by  parties
to  the  REA, if necessary, with respect to Tenant's  storefront
elevation, including its blue wedge dimension prior to the  date
Landlord's Work commences.

Landlord  further warrants and represents that: (i) the  general
paving  in  the  parking areas of the Shopping Center  shall  be
designed  for  a design load of five (5) tons per axle  and  ten
(10)  year design with a minimum cross-section of a 6" compacted
gravel  base, with 3" bituminous surface or 5" concrete over  6"
granular  base  (unless  the  site  specific  soils/geotechnical
report,  which report shall be dated within sixty (60)  days  of
the commencement of Landlord's Work and provided by Landlord  to
Tenant  at  Landlord's sole cost and expense,  requires  a  more
stringent  design, which stringent design must  be  approved  by
Tenant in writing), and (ii) all truck access drives maneuvering
and  exit areas shall have a nine (9) ton, ten (10) year minimum
design  and  are designed for easy access by 72'-0" semi-trucks.
Landlord  shall  install Metal Halide parking  lot  lighting  to
provide 2.36 foot candles per square foot, averaged over  entire
lot  with  an average to minimum uniformity ratio of  .6-to-2.36
minimum, and agrees the entrance to the parking lot and the area
around  the entrance to Tenant's building shall be at seven  (7)
foot candles minimum. Landlord further agrees the bases for  any
light  posts shall be three (3) foot diameter concrete  columns,
with a 2'-6" height for pole protection. Landlord shall enforce,
or  at  Tenant's  option, assign to Tenant  all  warranties  and
guaranties  given to Landlord by any contractor or subcontractor
involved  in  the  construction of  the  Premises,  which  shall
include,  at  a minimum as to new construction or  materials  or
equipment, warranties of at least one (1) year, except  for  the
roof  which  shall be a fifteen (15) year warranty,  and  agrees
herewith  to  indemnify, defend and hold  Tenant  harmless  with
respect  to either any lien(s) against the Premises or  claim(s)
asserted  against Tenant that arises out of or  relates  to  the
performance of Landlord's Work.


Landlord  shall  contract  with Tenant's  prototype  electrical,
mechanical  and fire protection engineers for the production  of
their   respective  construction  documents  and  shall   submit
construction documents (provided their fees or charges for  same
are  competitive) and specifications for all of Landlord's  Work
(the  "Construction Documents") to Tenant for  Tenant's  review,
such  submitted Construction Documents to be in accordance  with
the  plans  and  specifications attached hereto  as  Exhibit  D.
Tenant shall have twenty (20) days to review and return comments
to Landlord on the Construction Documents. Landlord shall revise
the  Construction Documents in accordance with Tenant's comments
to  the extent Tenant's comments are consistent with Exhibit  D.
In  the event of any conflict between the Construction Documents
and  Tenant's  comments,  Tenant's  comments  shall  control  if
consistent with Exhibit D. Notwithstanding the submittal of  the
Construction  Documents to Tenant for Tenant's review,  and  any
requests  for changes made by Tenant, Landlord shall  be  solely
responsible for ensuring that the Construction Documents conform
to  the more stringent requirement of either Tenant's plans  and
specifications   attached  hereto  as   Exhibit   D   or   local
governmental  rules, orders or regulations. In  the  event  that
Landlord incurs additional costs as a result of design, material
or  construction  requirements imposed upon Tenant  by  Landlord
and/or  any governmental entity that exceed Tenant's  plans  and
specifications attached hereto as Exhibit D, Landlord  shall  be
responsible  for  any  and all such costs associated  with  said
additional requirements.


Immediately prior to the Delivery Date, Tenant may inspect the
common areas and especially the parking areas and driveways
supporting the Premises for wear and potholes or unfinished

                                7
surfaces. Landlord shall make such repairs and re-stripe as
necessary prior to the Possession Date.

At  any  time prior to the Delivery Date, Tenant shall have  the
right  to  make interior non-structural store plan modifications
and  fixturing changes ("Permitted Modification") to  the  plans
and specifications attached hereto as Exhibit D. Every Permitted
Modification   shall   be  reduced  to  writing   and   mutually
acknowledged  by  Landlord and Tenant, and shall  establish  the
cost  or expense to complete same, if any, and any extension  of
the Delivery Date necessitated by such Permitted Modification. A
Permitted  Modification  shall not  constitute  grounds  for  an
extension  of  the  Delivery Date unless so indicated.  Landlord
shall  provide  to  Tenant a monthly written accounting  of  the
Permitted  Modifications specifically delineating both  (i)  any
delays in Landlord's construction schedule directly attributable
to  the Permitted Modifications and (ii) any change in the total
cost  of  the  project directly attributable  to  the  Permitted
Modifications.  In  the event that all Permitted  Modifications,
when   viewed   together,  increase  the  total  cost   of   the
construction  beyond  the total cost required  for  the  project
pursuant to the plans and specifications attached as Exhibit  D,
Tenant  will  pay  such increased cost within thirty  (30)  days
after  the  later  of  (i) the Delivery Date  or  (ii)  Tenant's
receipt   of  a  final  accounting  related  to  the   Permitted
Modifications.  In  the  event that all Permitted  Modifications
when viewed together decrease the total cost of the construction
beyond  the total cost required for the project pursuant to  the
plans  and  specifications attached as Exhibit D, Landlord  will
pay  the difference to Tenant (or at Tenant's option, Tenant may
deduct  the amount due from Landlord from the initial payment(s)
of  Rent  (defined  in Article 7) due under this  Lease)  within
thirty  (30) days after the later of (i) the Possession Date  or
(ii)  Tenant's  receipt  of a final accounting  related  to  the
Permitted Modifications.


As  used  herein,  the  terms  "substantial  completion"  and/or
"substantially complete" shall be defined as the date  when  all
construction   as  indicated  on  Exhibit  D  attached   hereto,
including  change  order  work, is one  hundred  percent  (100%)
complete.   Notwithstanding   the   foregoing   definition    of
substantial  completion, to the extent that Exhibit D  specifies
that  any portions of Landlord's Work are to be completed before
or  after  the  Delivery Date, such portions of Landlord's  Work
shall  be completed according to the dates specified in  Exhibit
D.  Moreover, the foregoing definition of substantial completion
shall  be  exclusive of immaterial "punch list"  work,  required
hereunder that neither delays Tenant's fixturing, merchandising,
or  opening  for  business to the public from the  Premises  nor
requires Tenant to incur any additional costs in connection with
the same; provided, however, that all punch list items shall  be
100% completed within seven (7) days after the same is scheduled
to  be  completed  under  this Article 5.  Notwithstanding  that
Tenant  and  Landlord may agree that all or any portion  of  the
Landlord's  Work is substantially completed subject  to  certain
punch list items, in the event that any item of Landlord's  Work
is  not  completed  within seven (7)  days  after  the  same  is
scheduled  to be completed under this Article 5, the same  shall
not  be  deemed  a punch list item and the relevant  portion  of
Landlord's  Work  shall  not be deemed  substantially  completed
until said item is completed. Tenant's receipt of deliveries  or
its   commencement   of   fixture  installation   and/or   store
merchandising  and/or  its store opening  does  not  necessarily
constitute  substantial completion or admittance to  substantial
completion.




                                8
In  completing Landlord's Work, Landlord agrees to complete  the
performance of same in accordance with the provisions of Article
28  of  this  Lease  regarding interference  with  the  business
operations of Tenant after the Possession Date. Subject to force
majeure  as  defined  in  this Lease,  if  any  portion  of  the
Landlord's Work is not substantially completed on or before  the
date specified in this Lease for the completion of the same, for
any reason whatsoever, then Landlord shall pay Tenant on demand,
as  agreed  upon  and  liquidated damages, Seven  Thousand  Five
Hundred  Dollars  ($7,500.00) per day for each day  beyond  such
date  that  Landlord's  Work  is  not  substantially  completed.
Landlord  and Tenant agree that the above amount is a reasonable
estimate  of the damages Tenant would sustain if the substantial
completion of Landlord's Work is delayed, and that it is not and
shall  not  be construed as a penalty. Tenant may,  at  Tenant's
option, deduct the amount due from Landlord under this paragraph
from  the  Rent  payment(s) otherwise  due  hereunder.  Tenant's
taking possession of the Premises and/or opening for business to
the  public  at the Premises shall not constitute  a  waiver  of
Tenant's  right  to  receive such amount  or  a  waiver  of  any
construction  defects. In addition, if Landlord's  Work  is  not
commenced  by  October  1, 2007, or if Landlord's  Work  is  not
substantially completed by April 1, 2008, Tenant shall have  the
right  to cancel this Lease at any time thereafter by forwarding
written  notice  to  Landlord at any time on  or  before  Tenant
receiving  notice  of commencement or completion  of  Landlord's
Work, as the case may be.

For  the  purposes of this Article, "commencement" of Landlord's
Work  shall mean: the installation of all required utilities  to
within  five  feet (5') of the specified connection points,  and
construction of all footings and foundations and acquisition  of
all required permits and approvals.

In  addition  to the foregoing rights, if Tenant shall,  in  the
exercise  of its reasonable judgment, determine that  Landlord's
Work  will not be completed by the date specified in this  Lease
for  the  completion  of  the same, or that  deficiencies  exist
therein  which must be immediately corrected, Tenant shall  have
no obligation to, but at any time may, upon five (5) days' prior
written notice to Landlord, elect to complete Landlord's Work or
correct  deficiencies therein at Landlord's  cost  and  expense,
unless Landlord shall within said five (5) day period and to the
reasonable satisfaction of Tenant, either correct the  situation
giving   rise   to  Tenant's  determination  or  commence,   and
diligently  pursue,  a course of action which  will  permit  the
timely  completion  of  Landlord's Work  or  correction  of  the
deficiency therein. Tenant shall be permitted to offset  against
Rent  otherwise  due  under this Lease an amount  equal  to  (i)
liquidated  damages  as  above provided  and/or  (ii)  costs  or
expenses  incurred  by  Tenant  if  Tenant  elects  to  complete
uncompleted or deficient items of Landlord's Work, with interest
upon  the  remaining balance of any such liquidated  damages  or
completion costs at a rate equal to the lesser of (a) the  Prime
Rate or "Reference Rate" then being published in the Wall Street
Journal,  plus four percent (4%) per annum, or (b)  the  highest
rate per annum permitted by law (the "Interest Rate") until  the
amount  of  such  liquidated damages or completion  costs,  plus
interest,  is  recouped in full. Time is  of  the  essence  with
respect to the dates contained in this Article.


6.   RIGHT OF PRIOR ENTRY.

At any time prior to the Delivery Date, Tenant shall have the
right to enter the Premises for the purposes of measuring the
Premises and installing therein Tenant's fixtures, equipment and

                                9
merchandise, provided that such operations do not interfere with
Landlord's  timely completion of Landlord's Work.  The  Delivery
Date  shall  be  extended if and to the  extent  Tenant's  entry
directly causes a delay in completion of Landlord's Work. In any
event,  Tenant shall be entitled to enter upon the  Premises  if
the  Delivery  Date  but  not  the Possession  Date  shall  have
occurred, it being understood that in such event Landlord  shall
not  be  entitled to claim any delay due to Tenant in connection
with the completion of Landlord's Work. Any entry by Tenant  for
the  purpose  of  measuring the Premises or  of  installing  its
fixtures  and  equipment shall not be deemed acceptance  of  the
Premises by Tenant.

7.   RENT.

Tenant  hereby covenants and agrees to pay Landlord  as  monthly
fixed  rent for the Premises during the Lease Term the sums  set
forth  in  Article ID hereof. Such monthly fixed rent and  other
charges otherwise payable hereunder (collectively "Rent")  shall
be  payable  in advance and without demand on the first  day  of
every  calendar  month commencing on the Commencement  Date  and
thereafter during the Lease Term. Rent shall be prorated for any
partial month at the beginning or end of the Lease Term.  Tenant
shall  pay Rent to Landlord at the address provided for Landlord
in  Article I.F hereof, unless otherwise notified in writing  by
Landlord.

If  the leasable area of the Premises, determined as hereinafter
provided, is in fact less than the estimated leasable  area  set
forth in the description of the Premises in Article 1, the fixed
rent  and  other  charges otherwise payable hereunder  shall  be
proportionately adjusted to reflect the actual leasable area  of
Tenant's  building  within  the  Premises.  In  determining  the
leasable  area of the Premises, measurements shall be  from  the
center of all common walls and the outside of all exterior walls
of Tenant's building thereon.

8.   CONFORMITY WITH LAW; OPERATIONS.

Tenant will use and occupy the Premises and appurtenances  in  a
careful,  safe  and  proper manner, and shall  comply  with  the
lawful  requirements of the proper public authorities  regarding
the   conduct   of  Tenant's  business.  Landlord   agrees   and
acknowledges that Tenant shall have no obligation  to  open  for
business and/or operate its business at the Premises, except  as
determined  by  Tenant  in  its sole  and  absolute  discretion.
However,  if  Tenant fails to open for business in the  Premises
fully-stocked and staffed as a typical "Best Buy"  store  within
one  hundred eighty (180) days of the Commencement Date (subject
to  the  provision of Section 37.15) or Tenant fails to  operate
its  business  in  the  Premises for one  hundred  eighty  (180)
consecutive  days  or  more (temporary  closures  due  to  force
majeure conditions, fire or other casualty or remodeling in  the
Premises  not  to exceed 60 consecutive days excepted)  Landlord
shall have the right (but not the obligation) to terminate  this
Lease  by giving written notice (Termination Notice") to Tenant,
which termination shall become effective on the last day of  the
first  full  month following Tenant's receipt of the Termination
Notice. In the event of a termination under this Article 8,  the
parties  hereto shall be released from all further liability  or
obligations  under  this Lease, provided  that  any  obligations
which,  by  their  terms, expressly survive the  termination  or
expiration  of this Lease shall remain in full force and  effect
in  accordance  with their terms. The foregoing notwithstanding,
Landlord  shall  reimburse Tenant for its unamortized  costs  of
Tenant's  Work and its non-movable fixtures, using the ten  year
Lease Term as the amortization period. Tenant

                               10
will  not  permit  the  Premises to be  used  for  any  unlawful
purpose.  Landlord hereby warrants that, at time of delivery  of
the Premises to Tenant, the Premises will be in conformance with
all applicable Laws, and at all times throughout the Lease Term,
the  Common  Areas of the Shopping Center will be in conformance
with all applicable Laws.

9.   UTILITIES FOR THE PREMISES.

Tenant  shall pay when due all bills for gas, water, electricity
and  other  utilities  used on the Premises  on  and  after  the
Commencement  Date  and  through  and  including  the  date   of
expiration  of this Lease or the earlier termination hereof.  No
later  than  the  date specified for the delivery  of  utilities
under  Article 5, Landlord, at its own expense, shall (a)  apply
for  and install separate meters for all utilities used  in  the
Premises, to the extent required under Exhibit D hereto, and (b)
apply and pay for all hookups, taps, and connections of any  and
all utilities used on the Premises (including but not limited to
gas,  water, electricity, telephone, etc. and any and  all  fees
(including  so-called  "impact" fees or  their  equivalent)  and
expenses associated therewith).

10.  REPAIRS.

Tenant agrees that except as otherwise provided in this Article,
it  will perform all necessary nonstructural interior repairs to
the  Premises,  including repair or replacement  of  damaged  or
broken doors and windows and routine maintenance of the heating,
ventilating,  air-conditioning systems ("HVAC"), plumbing,  gas,
electrical and similar systems which are located in and  service
exclusively the Premises. Tenant shall service and maintain  the
HVAC  by  retaining  a  qualified  contractor  under  a  service
agreement  with a minimum of four (4) inspection and maintenance
visits  per  year. Tenant further agrees that it will  keep  and
maintain  the  interior of the Premises in a clean and  sanitary
condition.  Tenant  shall not be required to  make  any  repairs
which  are  the  responsibility of  Landlord  pursuant  to  this
Article or elsewhere under this Lease.

Subject to the provisions and authority afforded Landlord  under
Article 27 herein, Landlord, at its sole cost and expense, shall
make all structural repairs to the Premises, whether interior or
exterior,  keep  the  Premises  watertight,  and  shall  repair,
replace  and  maintain in good condition  the  exterior  of  the
Premises  including without limitation the roof, roof membranes,
walls   (including  the  removal  of  efflorescence,  if   any),
foundations,  gutters, parking and drive areas,  fire  sprinkler
system,  utility  lines  from the point  of  connection  to  the
Premises  to the main line, and downspouts. Landlord shall  make
all  necessary  replacements of obsolete or  unrepairable  HVAC,
plumbing,  gas,  electrical  and  other  similar  systems   (and
components  thereof)  which service  all  or  any  part  of  the
Premises,   and   shall  make  any  repairs  to   the   Premises
necessitated  by any neglect, fault or default of Landlord,  its
agents,  employees  or  contractors.  Further,  Landlord   shall
indemnify, defend and hold Tenant harmless from all actual loss,
damage,  costs,  expenses or claims (exclusive of consequential,
special or punitive damages, including, without limitation, lost
profits) arising or resulting from Landlord's failure to fulfill
its repair obligations under this Lease.


in  performing its obligations under this Article  or  elsewhere
under  this  Lease,  Landlord shall use commercially  reasonable
efforts  not  to  unreasonably interfere  with  Tenant's  normal
business operations. If Landlord fails to undertake and complete
to Tenant's reasonable satisfaction the

                               11
repairs  required  under this Article or  elsewhere  under  this
Lease  within thirty (30) days after written notice from  Tenant
(provided, however, that Landlord shall not be deemed in default
if  such repair cannot be completed within such thirty (30)  day
period  and  Landlord commences curing such default within  such
thirty  (30)  day period and thereafter diligently pursues  such
cure  to completion within a reasonable time not to exceed sixty
(60)  days),  then  upon  five (5) days' prior  written  notice,
Tenant  shall have the right to make such repairs on  behalf  of
Landlord and to deduct the cost thereof, plus ten percent  (10%)
of  such  cost  to cover its overhead and administrative  costs,
from the Rent otherwise payable hereunder.

Anything in this Lease to the contrary notwithstanding, Landlord
agrees  that  in  the  event of an emergency which  necessitates
immediate maintenance, repair or replacement of items which  are
otherwise  required by this Lease to be maintained, repaired  or
replaced  by Landlord, and Tenant is unable to contact  Landlord
and  advise  it of such emergency condition Tenant  may  at  its
option  proceed forthwith to make such repairs and pay the  cost
thereof.  Landlord agrees to reimburse Tenant for  the  cost  of
such  repairs,  within thirty (30) days of  written  demand.  If
Landlord  does not so reimburse Tenant, then Tenant  may  deduct
such amount from the Rent otherwise payable hereunder.

If  at any time during the Lease Term any governmental agency or
other  authority  with jurisdiction over the  Premises  requires
modifications  or repairs of the Premises that are  attributable
to Tenant's particular use of or operations within the Premises,
all such modifications or repairs shall be at Tenant's sole cost
and expense. If during the Lease Term any governmental agency or
other  authority  with jurisdiction over the  Premises  requires
modifications  or repairs of the Premises that are  attributable
to  buildings  or  structures similar to  the  one  occupied  by
Tenant,  or  apply generally to retail businesses or  operations
(as  compared with Tenant's particular business operation), then
all  such  modifications or repairs shall be at Landlord's  sole
cost  and  expense. If Landlord does not make such modifications
or  repairs, then Tenant may make such modifications or  repairs
upon five (5) days' written prior written notice and deduct  the
amount  expended therefor, plus ten percent (10%) of such amount
for  its  overhead  and  administrative  costs,  from  the  Rent
otherwise payable hereunder,

Notwithstanding anything in this Lease to the contrary,  in  the
event  of  any failure of Landlord to comply with the provisions
of  this  Article or elsewhere in this Lease, and  such  failure
materially and substantially interferes with Tenant's ability to
conduct  its  regular and customary business in the Premises  or
materially   and   substantially  impedes  or   materially   and
substantially impairs ingress to or egress from the Premises  or
the  visibility of Tenant's storefront or blue wedge or  use  of
the  Common  Areas for more than forty-eight (48) hours,  Tenant
may  elect to terminate this Lease upon thirty (30) days'  prior
written  notice to Landlord unless, prior to the  expiration  of
such period, Landlord has cured such default and/or Tenant shall
have  the  right to proportionately abate Rent under this  Lease
during  such period of impairment in the amount which is greater
of  (i)  the corresponding time during which Tenant is  deprived
due  to Landlord's failure to comply with the provisions of this
Article or those elsewhere in this Lease or (ii) an amount equal
to  the  decrease  in  sales,  if any,  during  such  period  of
impairment  over sales for the equivalent period  of  the  prior
year.


11. ACCESS BY LANDLORD.

                               12
Landlord  shall  have access to the Premises at  all  reasonable
times  upon  twenty-four (24) hours' notice (written, electronic
or  verbal)  for the purpose of examining or making any  repairs
thereto  that Landlord is required to make under this  Lease  or
which  are necessary for safety or maintenance purposes. In  the
event  of an emergency, Landlord shall not be required  to  give
Tenant  twenty-four (24) hours' written notice,  but  shall  use
reasonable  efforts  to notify Tenant and its  security  company
prior to entry.

12. TENANT'S FIXTURES AND SIGNS.

Tenant,  at  its sole cost and expense, may install and  operate
its  standard  interior and exterior electric and  other  signs,
machinery and other mechanical equipment in and on the Premises,
subject to applicable Law. Tenant shall have the right,  at  its
sole cost and expense, to install its standard prototype signage
on  the  sides and rear of the building as shown on  Exhibit  D,
subject to applicable Law.

Landlord shall, in accordance with Exhibit D, construct Tenant's
standard storefront structure. Tenant at Tenant's sole cost  and
expense,  shall  install signage in accordance with  Exhibit  D,
Tenant's  standard yellow and black ticket sign tilted five  (5)
degrees.  Tenant may also install and maintain in  the  Premises
such  pipes,  conduits and ventilating ducts as are required  or
desirable  for the business conducted by Tenant therein.  Tenant
shall at all times have the right to remove all signs, fixtures,
machinery, equipment, appurtenances or other property heretofore
or  hereafter  furnished  or installed by  Tenant,  provided  it
repairs any damage caused thereby, it being expressly understood
and  agreed  by the parties that said property shall not  become
part  of  the Premises but shall at all times be and remain  the
property  of  Tenant and as such shall not  be  subject  to  any
landlord's  lien or other creditor's remedy otherwise  available
to Landlord.

On or before the Delivery Date, Landlord shall, at its sole cost
and expense, obtain all requisite approvals for and construct  a
Shopping  Center pylon sign in the location shown on Exhibit  B,
for  Tenant's installation on each side of such signs, its  sign
panels as shown on Exhibit D. Landlord agrees that each side  of
the  pylon shall permit a minimum of 24 square feet for Tenant's
pylon sign panel, which will be in the location and contain  the
dimensions shown on Exhibit D. Landlord agrees the structure for
said  Shopping  Center pylon sign shall be  designed  so  as  to
permit  Tenant to affix the appropriate double-sided sign  panel
to the pylon structure without on-site fabrication of fastenings
or  a  method thereof. In addition to the foregoing and  not  in
substitution  therefor,  (a)  if Landlord  shall  construct  any
additional  pylon  or  free-standing sign(s)  for  the  Shopping
Center,   or  (b)  should  Target  obtain  its  own   pylon   or
freestanding sign or receive its own pylon sign or free-standing
sign from Landlord, or obtain approval from Landlord for its own
pylon  sign where Landlord's approval was necessary or required,
and  (c)  with  respect to (a) and (b), so long as any  required
municipal  and/or  Target approvals are obtained,  then.  Tenant
shall  be  entitled  to locate a sign panel on  such  additional
pylon  or  freestanding sign(s) at a location commensurate  with
the  size  of  the  Premises in relation to the  size  of  other
tenants with sign panels on such pylon or free-standing sign(s).


Tenant shall have the right (subject to applicable Law and the
REA) to designate its colors and sign face for its panel on any
pylon or free-standing sign to which Tenant is allowed space or

                               13
Tenant's  storefront  signage  and  structure.  Further,  it  is
expressly agreed between Landlord and Tenant that Landlord shall
be  solely responsible, at Landlord's sole cost and expense,  on
or  before the Delivery Date, for obtaining any and all  permits
and  approvals required and/or necessary to construct pylon  and
storefront  sign  structures and to allow  Tenant's  signage  as
specified  in  this Lease; but Tenant shall be  responsible  for
obtaining signage permits required to insert or install its sign
panels  on pylon and storefront sign structures as specified  in
this Lease.

Landlord shall have no right to (i) place or maintain any  signs
of  any  type,  other  than those of Tenant,  on  the  Premises,
including  the exterior walls and roof thereof, or  (ii)  permit
any person or entity, other than a retail tenant of the Shopping
Center,  to  place or maintain any signage of any  type  in  the
Shopping  Center,  other  than directional  signage  or  signage
required by applicable Laws.

13.  ALTERATIONS TO THE PREMISES; SATELLITE EQUIPMENT.

At  any  time  after the initial construction  of  the  building
improvements on the Premises, Tenant at its own cost and expense
and  without  Landlord's consent may make changes,  alterations,
additions  and improvements to the Premises, provided  it  first
obtains   Landlord's  consent  (which  consent  shall   not   be
unreasonably  withheld)  before  making  any  changes   to   the
structure  of  the building itself. If Tenant does  not  receive
written  objections  from Landlord within ten  (10)  days  after
submission  to  Landlord  of  a  written  request  for  consent,
Landlord  shall  be  deemed  to  have  consented  to  all  items
requested  therein.  If so requested by Tenant,  Landlord  shall
cooperate  in  securing necessary permits and  other  government
authorizations for Tenant's changes and alterations, at no  cost
to Landlord.

Landlord represents, warrants, covenants and agrees that at  any
time  following  the Delivery Date, and during  the  Lease  Term
Tenant  shall  have  the  right, at its expense,  to  install  a
satellite  communications and receiving dish and  related  sled,
and   any  other  related  materials,  equipment  or  components
thereof,  including, but not limited to, any cabling  or  wiring
through  the  Premises (collectively, the "Satellite Equipment")
on  the roof of the Premises, or on the roof of the building  in
which  the  Premises  are located. Landlord shall  not  prevent,
hinder,   impair   or  interfere  with  Tenant's   installation,
maintenance  or  use of the Satellite Equipment,  provided  that
Landlord  shall not be responsible for the acts or omissions  of
third  parties.  In  addition,  Tenant  shall  be  entitled   to
continuing  access  to  perform any  installation,  maintenance,
repairs and replacements of the Satellite Equipment that  Tenant
deems  necessary,  in  Tenant's sole  and  absolute  discretion,
provided that Tenant's entry onto the roof, or the installation,
maintenance,  operation  or repair of the  'Satellite  Equipment
thereon, shall not invalidate Landlord's roof warranty. Further,
Landlord agrees and acknowledges that the foregoing are material
inducements to Tenant to enter into this Lease.


14.  SURRENDER OF THE PREMISES.

Tenant will deliver and surrender possession of the Premises  to
Landlord  upon  the  expiration of this  Lease  or  its  earlier
termination, in condition and repair equal to the condition  and
repair  thereof at the commencement of said term, loss by  fire,
ordinary wear and tear and decay,


                               14
casualty, neglect or fault or default of Landlord, and taking by
eminent domain excepted. Landlord expressly waives any statutory
or other lien or security interest in Tenant's property.

15.  HOLDING OVER

If  Tenant  continues its occupancy of the  Premises  after  the
expiration of the Lease Term or any renewal or extension thereof
(or any earlier termination provided or permitted by this Lease)
either  with  or without the consent of Landlord,  such  tenancy
shall  be month-to-month only, and not year-to-year or based  on
any  other interval of time. Such continued occupancy shall  not
defeat  Landlord's right to possession of the Premises, and  the
month-to-month  tenancy provided for herein may be  canceled  at
the  end  of  any calendar month upon not less than thirty  (30)
days'  prior written notice from Landlord to Tenant. Except  for
provisions  relating to Lease Term or any renewal  or  extension
thereof,  all covenants, provisions, obligations and  conditions
of  this Lease shall remain in full force and effect during such
month-to-month tenancy, provided that Tenant shall pay  125%  of
monthly  fixed  rent at the rate in effect for  the  immediately
preceding  Lease Year plus all Additional Rent  due  under  this
Lease.  In  the event of any such month-tomonth tenancy,  Tenant
shall  be  bound  by  all of the terms and  conditions  of  this
Lease..

16.  DEFAULT; DISPUTES.

     16.1 Tenant Default. In the event that any of the following
(hereinafter referred to as an "Event of Default") shall occur:

     (a)  Tenant shall at any time be in default of the payment of
          Rent, and Tenant shall fail to remedy such default within ten
          business (10) days after receipt of written notice of such
          default from Landlord; or

     (b)  Tenant shall at any time be in default of the performance
          of any of its obligations under this Lease other than payment of
          Rent, and Tenant shall fail to remedy such default within thirty
          (30) days after receipt of written notice of such default from
          Landlord, provided, however, that Tenant shall not be deemed in
          default if such default cannot be cured within such thirty (30)
          day period and Tenant commences curing such default within such
          thirty (30) day period and thereafter diligently pursues such
          cure to completion within sixty (60) days after the date of
          Landlord's  notice, if reasonably possible  under  the
          circumstances; or

     (c)  Tenant shall be adjudged a bankrupt or make an assignment
          for the benefit of creditors; or

     (d)  a  receiver of any property of Tenant in or  upon  the
          Premises shall be appointed in any action, suit or proceeding by
          or against Tenant and not removed within ninety (90) days after
          appointment,

then,  upon the occurrence of such event and the termination  of
the  applicable notice period hereinabove provided without cure,
Landlord  may  without further notice or demand enter  into  the
Premises and take full and absolute possession thereof,  without
such reentry causing a

                               15
forfeiture  of  the  Rent  to be paid or  the  covenants  to  be
performed  by Tenant hereunder for the full term of this  Lease,
and  upon  such  reentry  Landlord may  lease  or  sublease  the
Premises  for  such  Rent  as Landlord  may  reasonably  obtain,
crediting  Tenant with the Rent so obtained after deducting  the
costs  Landlord  reasonably incurs by such reentry,  leasing  or
subleasing;  or  in  the  alternative,  Landlord  in  its   sole
discretion may terminate this Lease at any time and reenter  and
take  full  and  absolute possession of the Premises,  releasing
Tenant  from  further obligation hereunder  and  free  from  any
further right or claim by Tenant. Notwithstanding the foregoing,
Tenant shall remain liable for all obligations under this  Lease
which  accrued prior to the date of termination of  this  Lease.
Landlord hereby waives any statutory or other Landlord  lien  on
Tenant's personal property.

Notwithstanding  the foregoing, following two (2)  substantially
similar  Tenant Defaults under this Lease within a  twelve  (12)
month  period, Landlord shall, upon the occurrence of any  third
(3rd)  such  default,  have the right to  exercise  any  or  all
remedies  therefor  under  this  Lease  without,  however,   the
obligation  to  provide notice thereof, or  any  opportunity  to
cure, to Tenant.

     16.2 Landlord Default. A "Landlord Default" shall be deemed
to  exist if (i) Landlord defaults in the performance of any  of
its monetary obligations under this Lease and fails to cure such
default  within ten (10) business days of Landlord's receipt  of
written notice of such default or (ii) Landlord defaults in  the
performance  of any of its non-monetary obligations  under  this
Lease  and  fails  to  cure such default,  or  to  commence  and
diligently  pursue  the completion thereof, within  thirty  (30)
days  of  Landlord's receipt of written notice of such  default,
provided, however, that Landlord shall not be deemed in  default
if  such  default  cannot be cured within such thirty  (30)  day
period  and  Landlord commences curing such default within  such
thirty  (30)  day period and thereafter diligently pursues  such
cure  to  completion in no more than 60 days from  the  date  of
Tenant's  original  notice,  if reasonably  possible  under  the
circumstances. Subject to remedies for Landlord Default, if any,
set forth in other Articles of this Lease and in addition to any
other  remedies  available in law or in equity,  if  a  Landlord
Default  shall  exist, Tenant may proceed to cure  such  default
which has not been cured following written notice of default and
expiration of the cure period stated above in this Article 16.2,
and offset against the Rents, the costs and expenses incurred by
Tenant  to  cure  said default, together with an  administrative
charge  equal to ten percent (10%) of the amount of  said  costs
and  expenses;  or  if such default which  has  not  been  cured
following written notice of default and expiration of  the  cure
period  stated  above  in  this  Article  16.2  materially   and
substantially  interferes with Tenant's ability to  conduct  its
regular  and  customary business in the Premises, or  materially
and   substantially  impedes  or  materially  and  substantially
impairs ingress to or egress from the Premises or the visibility
of  Tenant's  storefront or blue wedge, then upon an  additional
fifteen  (15) days' prior written notice to Landlord,  terminate
this Lease unless Landlord shall cure the subject default within
said additional fifteen (15) day period or, where the nature  of
the  default is such that it cannot be cured within said fifteen
(15)  day  period,  cure is commenced and  is  being  diligently
pursued to completion.


     16.3  Disputes. In the event of a bona fide dispute between
Landlord and Tenant arising under Articles 10, 22, 25 or  27  of
this  Lease or with respect to the Lease (specifically excluding
any  dispute where the monetary amount in question is  expressly
provided  for  under  this Lease including, without  limitation,
fixed rent or liquidated damages either party ("Disputing

                               16
Party") shall have the right, within the applicable  notice
and  cure  period,  to notify the other  party  in  writing
("Dispute  Notice")  of  the Disputing  Party's  desire  to
dispute  the  propriety  of  the  other  party's  claim  of
default.  In the event such dispute relates to the  payment
of  money  the Dispute Notice shall be valid  only  if  the
Disputing Party pays, within the applicable notice and cure
period,  that  portion  of the sum  due  as  to  which  the
Disputing  Party does not take issue, limiting the  dispute
to  the  net  amount actually disputed. The Dispute  Notice
shall  be accompanied by a detailed statement of the  basis
for  the Disputing Party's claim. The time within which  to
cure  any  claimed  default as to which  a  proper  Dispute
Notice  has  been delivered shall be extended to  the  date
which  is ten (10) days after the earlier to occur  of  (i)
the  resolution of the dispute by the parties or  (ii)  the
final  determination of the forum permitted by this  Lease.
It  is  expressly understood and agreed that Landlord shall
not  be  entitled  to  commence  or  maintain  an  unlawful
detainer or eviction proceeding in connection with any bona
fide   dispute   involving   Tenant's   obligations   under
Article(s) 22, 25 and/or 27 of this Lease.

In  the  event  of  any bona fide dispute  arising  between
Tenant  and Landlord under this Lease where the net  amount
in issue is up to Twenty-five Thousand Dollars ($25,000.00)
as  increased  by  three percent (3%) for each  Lease  Year
during the Lease Term, the parties each hereby waive  their
right  to  file a civil action or proceeding in  connection
with  the same, it being agreed that upon demand by  either
party,  the parties shall resolve the dispute by  referring
the same to a single arbitrator agreed upon by the parties.
The  arbitration shall take place in Minneapolis, Minnesota
and be governed under the rules of the American Arbitration
Association  and  amendments thereto. Such arbitrator  will
have  access  to  such  records  of  the  parties  as   are
reasonably  necessary and the decision of  such  arbitrator
will be final and binding upon the parties. The cost of the
arbitration   will  follow  the  award,  unless   otherwise
determined by the arbitrator.

17.  NONWAIVER OF DEFAULT.

No  acquiescence by either party in any breach of  covenant
or default by the other party hereunder shall operate as  a
waiver  of  the acquiescing party's rights with respect  to
such breach or default or subsequently, to the same or  any
other breach or default.

18.  QUIET ENJOYMENT.

Landlord covenants and agrees that if Tenant shall  perform
all  covenants  and  agreements  herein  stipulated  to  be
performed  on Tenant's part, then at all times  during  the
term  of  this  Lease and any renewal or extension  thereof
Tenant  shall  have the peaceable and quiet  enjoyment  and
possession of the Premises, without any manner of hindrance
from  Landlord or any person claiming by, through or  under
Landlord.

Landlord hereby represents, warrants and covenants  to  and
with  Tenant  that  Landlord's  execution  of  this  Lease,
compliance  with  the  terms hereof or  occupation  of  the
Premises  by Tenant will not conflict with, cause a  breach
of or constitute a default under the terms of any agreement
or instrument to which Landlord is a party.

                               17

A breach of this Article by Landlord shall entitle Tenant to all
available equitable relief as well as any and all remedies at
law.

19. DAMAGE BY FIRE OR CASUALTY.

If  the Premises or the Common Areas of the Shopping Center  are
destroyed or damaged by any cause and such destruction or damage
can  reasonably  be repaired within two hundred ten  (210)  days
after  the happening of such destruction or damage, then  Tenant
shall  not  be entitled to surrender possession of the Premises,
nor shall Tenant's liability to pay Rent under this Lease cease,
but  in  the event of such destruction or damage Landlord  shall
complete  such repairs within two hundred ten (210)  days  after
receipt  of  insurance proceeds on account of the occurrence  of
such  destruction  or  damage. If  Tenant  is  deprived  of  the
occupancy  of  any  portion  of the Premises  due  to  any  such
destruction  or  damage  the  Rent shall  proportionately  abate
corresponding to the time during which, and to the area  of  the
Premises  of  which,  Tenant  shall  be  deprived  due  to  such
destruction  or  damage or the making of such repairs.  No  Rent
shall  be  payable during any period that Tenant  is  unable  to
occupy  the Premises and engage in its regular business  at  the
Premises. If Landlord fails to complete repairs within  the  two
hundred  ten (210) days after receipt of insurance proceeds  but
in  no  event  more  than  three hundred  (300)  days  from  the
occurrence of the fire or other casualty, Tenant at its election
may  terminate  this  Lease and quit the Premises  upon  written
notice  to  Landlord  given  prior  to  the  completion  of  the
restoration.

If the destruction or damage of the Premises or the Common Areas
of  the Shopping Center cannot reasonably be repaired within two
hundred ten (210) days after the occurrence of the fire or other
casualty,  Landlord shall notify Tenant within thirty (30)  days
after the happening of such destruction or damage whether or not
Landlord  will  repair  or rebuild. If Landlord  elects  not  to
repair  or rebuild, this Lease shall be terminated. If  Landlord
elects  to  repair or rebuild, Landlord shall specify  the  time
within  which  repairs or construction will  be  completed,  and
Tenant  shall have the option within thirty (30) days after  the
receipt  of such notice to elect either to terminate this  Lease
and further liability hereunder, or to extend the term hereof by
a  period of time equivalent to the period from the happening of
such  destruction or damage until the Premises are  restored  to
their former condition. In the event Tenant elects to extend the
term of this Lease, Landlord shall restore the Premises to their
former  condition within the time specified in  the  notice  and
Tenant  shall  be  entitled to an abatement of  Rent  and  other
charges  in the manner hereinabove set forth. If Landlord  fails
to  complete  restoration of the Premises within  the  specified
time,  then Tenant at its election may terminate this Lease  and
quit the Premises upon written notice to Landlord given prior to
the completion of the restoration.


If  the Premises or the Common Areas of the Shopping Center  are
destroyed or damaged by any cause during the final two (2) Lease
Years  of  the Lease Term to the extent that such damage  cannot
reasonably  be repaired, or is not repaired by Landlord,  within
ninety  (90)  days  after the happening of such  damage,  Tenant
shall have the right to terminate this Lease effective as of the
date of such damage by delivering written notice of the same  to
Landlord.  Notwithstanding  anything  to  the  contrary  herein,
Tenant  shall  not  be required to restore  its  trade  fixtures
and/or personal property in the Premises during the final  Lease
Year of the Lease Term if the costs of


                               18
restoration exceed $50,000. If this Lease is terminated for any
reason pursuant to this Article, Landlord shall promptly refund
to Tenant any Rent or other unearned charges paid in advance.

20.  WAIVER OF SUBROGATION.

Landlord and Tenant hereby waive all rights of subrogation which
either  has or which may arise hereafter against the  other  for
any  damage  to  the  Premises or any  other  real  or  personal
property damage or loss of business by any cause whatsoever  for
which  either  party may be reimbursed as a result of  insurance
coverage  for  any loss suffered by it; provided, however,  that
the  foregoing  waivers  of subrogation do  not  invalidate  any
policy  of  insurance  of the parties hereto  now  or  hereafter
issued,  it  being  stipulated by the parties hereto  that  such
waiver  shall  not apply in any case which would result  in  the
invalidation of any such policy of insurance. Each  party  shall
notify  the  other  if  such  party's  insurance  would  be   so
invalidated.

21.  EMINENT DOMAIN.

If  the entire Premises are at any time after execution of  this
Lease  taken  by  public or quasi-public use or condemned  under
eminent  domain,  then  this Lease shall  terminate  and  expire
effective  the date of such taking and any Rent paid in  advance
and any unearned charges shall be refunded to Tenant by Landlord
on such date.

Tenant  shall  have  the right to terminate this  Lease  and  to
receive from Landlord an appropriate refund of Rent and/or other
unearned  charges  paid in advance if, as a  result  of  eminent
domain  proceedings  or any other governmental  or  quasi-public
action  any  of the following events (each, a "Partial  Taking")
shall  occur:  (i) a material portion of the Premises  is  taken
(ii)  any or all of the Tenant Protected Parking Limits & Access
Area  is  taken. Should Tenant elect to remain in  the  Premises
after  any  partial taking, then Rent shall be reduced  for  the
remainder  of the term thereafter in proportion to the  building
area  of the Premises taken, and reduced by an equitable  amount
for  any  non-building  area taken and Landlord  shall  promptly
repair  and restore the Premises as nearly as possible to  their
prior  condition to the extent of condemnation awards paid.  All
proceeds  from  a  condemnation award shall be  applied  to  the
extent  necessary to satisfy Landlord's repair  and  restoration
obligation.  Tenant  shall not be entitled to  damages  for  the
taking  of  its leasehold estate or the diminution of the  value
thereof, provided, if Tenant has made any leasehold improvements
to  the Premises or material alterations, structural changes  or
repairs  thereto at its own expenses, regardless of  when  made,
Tenant  shall be entitled to separately claim an award with  the
condemning authorities. In addition, Tenant shall be entitled to
claim  an award for loss of business, damage to merchandise  and
fixtures, removal and reinstallation costs and moving expense.


22.  INSURANCE.

22.1  Tenant's Insurance. Tenant shall obtain and keep in  force
at  Tenant's  expense  for  the term of  this  Lease  commercial
general  liability  insurance  covering  the  Premises  with   a
combined  single  limit  of  Two  Million  and  No/100   Dollars
($2,000,000.00) for each occurrence (excluding coverage under so-
called "umbrella" or "excess liability" policies). Tenant  shall
also  maintain  throughout the Lease  Term  umbrella  or  excess
liability coverage of at least ten million

                               19
($10,000,000.) dollars 538 Said insurance shall name  Tenant  as
named  insured  and  Landlord as additional  insured.  Provided,
however,  notwithstanding  the  foregoing,  the  insured  Tenant
herein  may self-insure all or any part of the insurance  it  is
required to carry hereunder and/or carry such insurance under  a
"blanket" policy.

22.2  Landlord's Insurance. Landlord shall procure and  maintain
throughout  the entire term of this Lease a policy of  All  Risk
insurance  in an amount not less than the full replacement  cost
of the Landlord's Property (including the Premises) exclusive of
excavation,   footings  and  foundations  with  a   commercially
reasonable deductible, for which cost and expense Landlord shall
be  solely  responsible  for. All insurance  proceeds  shall  be
applied to the extent necessary to satisfy Landlord's repair and
restoration obligations under this Lease.

Landlord  shall also procure and maintain throughout the  entire
term  of this Lease, a policy of comprehensive general liability
insurance  coverage for casualties occurring  on  or  about  the
Common  Areas. Said insurance shall have limits of liability  of
not  less  than  Two Million and No/100 Dollars  ($2,000,000.00)
combined, single limit.

Tenant  shall pay its proportionate share of Landlord's cost  of
insurance  as provided in this Article (exclusive of  costs  and
expenses  of insurance for excavation, footings and foundations)
within  thirty  (30)  days of receipt of documentation  of  cost
incurred  (i.e.  premium  invoice and declaration  page  of  the
policies) prorated in the manner described in Article 27. .

22.3  General. The insurance required under this Lease shall  be
(a) issued by an insurance company authorized to do business  in
the  state in which the Premises are located, (b) have a  rating
of  no  less than A- as published by A.M. Best Company, and  (c)
provide for at least ten (10) days' written notice, by certified
mail to the other party before cancellation, termination or non-
renewal of such insurance. A certificate evidencing the coverage
required  to  be  maintained by the applicable  party  shall  be
delivered to the other party upon request.

23. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT.

At the option of Landlord or any successor-in-interest to all or
part  of  Landlord's interest, this Lease shall be  superior  or
subordinate  to the interest of Landlord, any such successor-in-
interest or to the lien of any mortgage upon the Premises or any
property  of  which the Premises form a part provided,  however,
that  the  subordination of this Lease shall be  made  upon  the
condition  that in the event of the transfer of all or  part  of
Landlord's  interest,  whether by sale,  foreclosure,  or  other
action  taken  under  a mortgage, any such successor-in-interest
shall  agree that this Lease and the rights of Tenant  hereunder
shall  not  be  disturbed but shall continue in full  force  and
effect  so  long as an Event of Default by Tenant  is  not  then
continuing  and  the  proceeds  of  any  insurance  recovery  or
condemnation award shall be used for the purposes stated in this
Lease. The word "mortgage," as used herein, includes a mortgage,
deed  of trust or other similar instrument and any modification,
extension,  renewal  or  replacement  thereof.  Subject  to  the
foregoing,  Tenant  agrees to attorn to any  such  successor-in-
interest.

As to any mortgage existing as of the effective date of this
Lease, Landlord agrees to deliver to Tenant contemporaneously
with or within thirty days after the execution of this Lease,
and

                               20
Tenant   agrees   to  thereafter  promptly   execute,   a   SNDA
substantially in the form attached hereto as Exhibit E. Landlord
shall be responsible for seeing that the balance of the SNDA  is
fully  executed and recorded. Tenant shall not be bound  by  the
terms  and  provisions of said SNDA until Tenant has received  a
fully-executed  and recorded copy of said SNDA. In  addition  to
the foregoing, Landlord agrees to, within thirty (30) days after
the  execution  of any future mortgage, deliver to  Tenant,  and
Tenant   agrees   to  thereafter  promptly   execute,   a   SNDA
substantially in the form attached hereto as Exhibit E. Landlord
shall be responsible for seeing that the balance of the SNDA  is
fully executed and recorded. .

24. TRANSFER OF INTEREST.

Landlord may at any time transfer its interest in this Lease and
underlying  fee.  In such event, Landlord shall  provide  Tenant
with  a  complete  copy  of  the original  instrument  assigning
Landlord's  interest in this Lease or a certified and  conformed
copy  of  any  deed  conveying Landlord's fee  interest  in  the
Premises and/or Landlord's Property, as applicable. Tenant shall
have the right at any time to assign this Lease or sublet all or
any  part  of  the  Premises without the  consent  of  Landlord,
provided (a) Tenant is not in default beyond any applicable cure
period,  (b)  the assignment or subletting is for the  same  use
permitted  in  this Lease or another retail use  that  does  not
duplicate or violate an existing use at the Shopping Center  nor
violate any agreements of Landlord or the Operation and Easement
Agreement  ("REA"),  (c)  the  assignee  or  sublessee   is   an
experienced  retail merchant operating at least four  (4)  other
similar  retail stores or is a duly authorized franchisee  of  a
national  retail franchise, (v) Tenant shall remain  liable  for
the  full performance of all terms, covenants and conditions  of
this  Lease and(vi) that any such third party shall agree to  be
bound by all the terms and provisions hereof.

The  foregoing notwithstanding, Tenant shall have the  right  to
assign  this Lease without the consent of Landlord to any entity
(i)  controlled by Tenant, or (ii) controlling Tenant, or  (iii)
controlled  by  the  same  entity  who  directly  or  indirectly
controls  Tenant, or (iv) an entity acquiring  the  majority  of
Tenant's  stores in the state in which the Premises are located.
In  the  event of an assignment whereby Tenant was not, pursuant
to the terms hereof, released from its obligations and liability
hereunder  and  the  occurrence of a  default  whereby  Landlord
regains  possession of the Premises, Tenant shall  be  entitled,
but  not  obligated, to retake possession of the  Premises  upon
written  notice  thereof to Landlord in which event  this  Lease
shall  automatically be deemed reinstated  as  a  lease  between
Landlord  and  Tenant as if the assignment had  never  occurred,
without any obligation to operate a business therefrom, but with
all  the  other  rights and obligations attendant  thereto,  and
under the same terms and conditions of this Lease, including any
amendments  hereto  which may have been made  to  effectuate  an
assignment  to or accommodate the defaulting assignee.  Landlord
further agrees that, within thirty (30) days of Tenant's written
request,  Landlord shall execute and obtain written  consent  of
its   lender,  if  any,  to  a  non-disturbance  and  attornment
agreement  in form and content mutually acceptable to  Landlord,
Tenant, Tenant's assignee or sublessee. Further, Landlord agrees
that,  within  thirty  (30)  days of Tenant's  written  request,
Landlord  shall  execute  an estoppel certificate  in  favor  of
Tenant  and  Tenant's  assignee  or  sublessee,  containing  any
information as may be reasonably requested and reasonably agreed
to  be provided; provided that, in fact, such facts are accurate
and ascertainable.



                               21
25. REAL ESTATE TAXES.

 Tenant  shall pay to Landlord Tenant's proportionate  share  of
Landlord's  actual  out-of-pocket costs for the  Taxes  due  and
payable  with  respect to Landlord's Property during  the  Lease
Term.  Tenant's  proportionate share  of  such  Taxes  shall  be
computed  by  multiplying Taxes by a fraction, the numerator  of
which is the number of leasable square feet in the Premises  and
the  denominator of which is the number of leasable square  feet
in  all buildings (including mezzanines and basement areas,  and
areas  outside  of  each  building if used  for  outdoor  sales,
storage  or similar use by any tenant(s) of Landlord's Property)
of  Landlord's Property (and any other buildings included within
the  real  estate tax parcel that also contains  the  Premises).
Tenant's  proportionate share of Taxes  shall  not  include  any
management, administrative and/or overhead expenses,  costs  and
fees;  and Tenant agrees that management, administrative  and/or
overhead  expenses, costs and fees do not apply  to  or  include
contracts with consultants involved with Tax refunds or rebates,
as  described  in  the third paragraph of this Article  25.  The
foregoing  notwithstanding,  until  such  time  as  all  of  the
buildings  (in addition to the building on the Premises)  to  be
constructed  by  Landlord on Lot 1 of Certified Survey  Map  No.
3977  (a  division  of Lot 1 of Certified Survey  Map  No.  3981
recorded  August  18,  2006 in Register of  Deeds  for  Walworth
County,  WI  as  Document  No. 685693)  have  been  constructed,
Tenant's  proportionate share of Taxes per Lease Year shall  not
exceed  an amount equal to 68.4% of the Taxes billed to Landlord
with respect to Lot 1 of Certified Survey Map No. 3977.

Tenant shall not be chargeable with nor obligated to pay (a) any
tax  of  any  kind whatsoever which may be imposed  on  Landlord
independent  of the Premises or on the Rents payable  hereunder,
(b)  any interest or penalties payable as a result of Landlord's
failure to pay any Taxes or assessments prior to delinquency, or
(c)  any  license  fees or other fees required  to  be  paid  by
Landlord in connection with the operation of all or any part  of
the  Shopping  Center including the Premises, As  used  in  this
Article 25, Taxes "due and payable" during the Lease Term  shall
mean  installments of Taxes for which the last date for  payment
without  interest or penalty occurs during a calendar year  that
falls  in whole or in part during the Lease Term (regardless  of
whether  the Taxes due for such calendar year are attributed  to
another  calendar year), it being understood however,  that  all
Taxes  payable by Tenant under this Lease shall be prorated  for
any  partial calendar year at the beginning or end of the  Lease
Term based on the number of days in such calendar year that fall
within the Lease Term.

Subject  to  the  following, Tenant  shall  have  the  right  to
contest, in good faith, the validity or the amount of any  Taxes
levied   against  the  Premises  by  such  appellate  or   other
proceedings   as   may  be  appropriate  in  the   jurisdiction.
Notwithstanding the foregoing, Tenant shall only have the  right
to contest Taxes if Landlord declines to contest the validity or
amount  of such Taxes upon written request of Tenant.  The  non-
contesting  party5shall cooperate with the contesting  party  in
its institution and prosecution of any such proceedings and will
execute  and  will  provide  any documents  reasonably  required
therefore. 589 The expense of such proceedings shall be borne by
Tenant  and  any 59 refunds or rebates secured shall  belong  to
Tenant,  net  of  expenses. 591 If Landlord contracts  with  any
outside consultants or for such services for purposes of seeking
any  refunds  or  rebates of the Taxes, such contracts  will  be
written  on a contingency basis not to exceed, without  Tenant's
prior consent, one-third (1/3) of the savings.



                               22
Notwithstanding anything to the contrary contained  herein,  the
definition of Taxes shall not include, and Tenant shall have  no
obligation  to pay, any special assessments levied,  pending  or
assessed prior to the Commencement Date or which relate  to  the
initial construction of the Shopping Center.

Tenant  shall at all times be solely responsible for  and  shall
pay  before delinquency all municipal, county, state or  federal
taxes   assessed  or  levied  against  any  leasehold   interest
hereunder  or any personal property of any kind owned, installed
or used by Tenant. If at any time during the term of this Lease,
a  tax  or  excise on Rents or other tax, however described,  is
levied  or  assessed against Landlord on account of or  measured
by,  in  whole or in part, the Rent expressly reserved hereunder
(excluding  any income, corporate franchise, corporate,  estate,
inheritance,   succession,  capital   stock,   corporate   loan,
corporate  bonus,  transfer or profit  tax  of  Landlord)  as  a
substitute, in whole or in part, for taxes assessed  or  imposed
on  land and buildings, such tax or excise on Rents or other tax
shall  be included as a part of the real property taxes  covered
hereby,  but only to the extent of the amount thereof  which  is
lawfully  assessed or imposed as a direct result  of  Landlord's
ownership  of  this  Lease or of the Rent  accruing  under  this
Lease. If any real property tax or assessment levied against the
land,  buildings  or improvements covered hereby  or  the  Rents
reserved  therefrom shall be evidenced by improvement  or  other
bonds  or  in  other  form which may be  paid  in  installments,
Landlord  shall,  if  permitted, elect such installment  payment
plan  and  only  the  amount paid in any  Lease  Year  shall  be
included in the taxes for that Lease Year for purposes  of  this
Article.


26.  RIGHT OF PROTEST.

Tenant may contest any mechanics' or other liens imposed against
the  Premises  (provided Landlord agrees and  acknowledges  that
Tenant  shall  have  no  responsibility with  respect  to  liens
arising  from Landlord's Work or other construction,  repair  or
maintenance  undertaken by or on behalf of Landlord  under  this
Lease),  provided Tenant believes in good faith that such  liens
are  not  proper,  and  further provided that  Tenant  furnishes
Landlord  reasonable security to ensure payment and  to  prevent
any sale, foreclosure or forfeiture of the Premises by reason of
such  nonpayment. Tenant shall furnish to Landlord such security
as  Landlord  may reasonably request pursuant to  the  foregoing
sentence within thirty (30) days of receiving a written  request
therefor.  Upon  a final determination of the validity  of  such
lien  or claim, Tenant shall promptly pay any judgment or decree
rendered   against   Tenant  or  Landlord,   including   without
limitation  all costs and charges and attorney fees,  and  shall
cause  such lien to be released of record, all without  cost  to
Landlord.


27.  COMMON AREAS.

Landlord  or the designated manager/operator under the REA  will
maintain  in  good  order, condition and repair  (comparable  to
other  like-kind shopping centers in the trade area)  all  areas
used  in  common  by  all  tenants and other  occupants  of  the
Shopping   Center,  which  shall  include  the  parking   areas,
landscaping, sidewalks, driveways, pylon sign(s), and other like
areas  as required by the REA (the "Common Areas"), and Landlord
hereby grants to Tenant, its agents, employees and invitees, the
nonexclusive right to use the Common Areas in common with  other
tenants and occupants of the Shopping Center. Landlord shall not
use or permit the Common

                               23
Areas  located in the Tenant Protected Parking Limits  &  Access
Area  to  be used in any manner so as to substantially interfere
with  or  reduce  (i) access to the Premises  from  the  road(s)
immediately  outside  the  Shopping Center  or  critical  access
drives  shown  on  the  site plan, (ii) parking  in  the  Tenant
Protected  Parking  Limits  &  Access  Area  or  (iii)  Tenant's
operation  of  its business from the Premises. In each  calendar
year,  Tenant  shall  pay  Landlord,  as  additional  Rent,  its
proportionate   share   of  Landlord's   Operating   Costs   (as
hereinafter defined). Tenant's proportionate share of Landlord's
Operating  Costs  shall  be computed by  multiplying  Landlord's
Operating  Costs by a fraction, the numerator of  which  is  the
number  of  leasable  square  feet  in  the  Premises  and   the
denominator  of which is the number of leasable square  feet  in
all  buildings  (including mezzanines and  basement  areas,  and
areas  outside  of  each  building if used  for  outdoor  sales,
storage or similar use by any tenant(s) or other occupant(s)  of
the  Shopping  Center)  of the Shopping Center  (and  any  other
buildings  included within the tax parcel).  Upon  request  from
Tenant,  Landlord  shall provide current  documentation  of  the
leasable  square footage of the Shopping Center.  The  foregoing
notwithstanding,  until such time as all of  the  buildings  (in
addition  to the building on the Premises) to be constructed  by
Landlord  on Lot 1 of Certified Survey Map No. 3977 (a  division
of  Lot  1 of Certified Survey Map No. 3981 recorded August  18,
2006  in  Register of Deeds for Walworth County, WI as  Document
No.  685693)  have  been constructed, Tenant's  contribution  to
Landlord's  Operating Costs per Lease Year shall not  exceed  an
amount  equal  to 68.4% of Landlord's Operating  Costs  incurred
with respect to maintaining the Common Areas of Lot 1 and Lot  3
of Certified Survey Map No. 3977.


As used herein, the term "Landlord's Operating Costs" shall mean
actual out-of-pocket expenses reasonably incurred by Landlord to
maintain  the Common Areas in the manner per the REA. Landlord's
Operating Costs shall include, without limitation, all costs and
expenses   incurred  by  Landlord  in  maintaining,   repairing,
lighting, cleaning, and removing snow, ice and debris  from  the
Common Areas per the specifications as set forth in the REA,  if
any,  or  in  the absence of specifications under the  REA,  per
Exhibit  F  attached hereto. In addition, Tenant  shall  pay  to
Landlord  an  administrative  fee that  shall  not  exceed  five
percent  (5%)  of Tenant's proportionate share of  the  approved
common  area maintenance expenses642excluding real estate taxes,
common  area utilities and Landlord's insurance. Notwithstanding
the  foregoing, the following shall, in all events, be  excluded
from   Landlord's  Operating  Costs:  depreciation,   principal,
interest  and  other  charges  on  debt;  the  cost  of  capital
improvements  (as  defined  by  generally  accepted   accounting
principles);  overhead; promotional and similar  fees;  expenses
that  are  not  paid for by every other tenant  or  occupant  of
Landlord's Property; costs of repaving or replacing all  or  any
part  of  the  parking  area ( other than patching  and  similar
periodic  maintenance such as striping); costs  of  maintaining,
repairing and replacing the foundation, exterior walls, roof and
roof  membrane, of the Shopping Center, including  the  Premises
(provided  that  roof  repairs shall be included  in  Landlord's
Operating  Costs);  costs to remove any  Hazardous  Substance(s)
(unless  caused by Tenant); maintenance performed on  outparcels
or  other adjacent tracts not maintained by Landlord and/or  not
reserved  to  the  benefit  of  the Shopping  Center  occupants;
maintenance,  repairs  or  replacements  to  the  Common   Areas
necessitated  by the negligent or wrongful act  of  Landlord  or
made  to  correct  any  construction  defect;  amounts  paid  to
entities  related  to Landlord in excess of  the  cost  of  such
services from any competitive source; amounts reimbursable  from
insurance   proceeds  or  warranties;  services,   repairs   and
maintenance performed within an occupant's exclusive space which
is  not  part  of  the  Common Areas; improvements,  repairs  or
replacements of parking areas (other than patching  and  similar
minor periodic maintenance such


                               24
as  striping); reserves for anticipated future expenses; charges
covered  elsewhere in this Lease; or other maintenance  expenses
not  considered  normal  or customary under  generally  accepted
accounting principles or shopping center industry standards.

Tenant's proportionate share of the estimated costs and expenses
for  each calendar year and partial calendar year shall be  paid
in monthly installments on the first day of each calendar month,
as  additional  Rent. Notwithstanding anything to  the  contrary
herein, in no event shall the amount that Tenant is obligated to
pay  for Landlord's Operating Costs in any calendar year  exceed
one  hundred  and five percent (105%) of the total  amount  that
Tenant  was obligated to pay for Landlord's Operating Costs  for
the  previous calendar year, excluding real estate taxes,  costs
of  snow removal and utilities. Landlord shall provide a  budget
based  upon  the  Landlord's Operating Costs for  the  preceding
calendar  year  (the "Budget"), or Landlord  may,  at  its  sole
option,  bill such actual costs and expenses monthly in  arrears
from  time  to time but not more than one (1) time per  calendar
month.  Because Landlord's Operating Costs for the period  prior
to the Commencement Date are unknown, from the Commencement Date
through the end of the first calendar year, Tenant shall pay  to
Landlord,  in  monthly installments on the  first  day  of  each
month,  the  sum  of  $5,655.37 per month, which  sum  shall  be
applied   toward  Tenant's  proportionate  share  of  Landlord's
Operating  Costs actually incurred by Landlord during the  first
calendar year.

Within  ninety (90) days after the end of each calendar year  or
portion   thereof,   or   as  soon  thereafter   as   reasonably
practicable,  Landlord  shall furnish  Tenant  with  a  detailed
written  statement  outlining the type and  amount  of  expenses
incurred   or   income   received  by  Landlord   and   Tenant's
proportionate share of such costs and expenses for such  period.
Upon   written  request,  Landlord  shall  furnish   to   Tenant
photostatic  copies of all bills, invoices and other  reasonable
documentation  supporting  such actual  costs  and  evidence  of
Landlord's payment thereof (the "Budget Reconciliation"). If the
total  amount paid by Tenant under this Article for any calendar
year  shall  be less than the actual amount due from Tenant  for
such  year  as shown on the Budget Reconciliation, Tenant  shall
pay to Landlord the difference between the amount paid by Tenant
and  the  actual amount due, such deficiency to be  paid  within
thirty   (30)   days  after  the  furnishing  of   each   Budget
Reconciliation. If the total amount paid by Tenant hereunder for
any  such calendar year shall exceed such actual amount due from
Tenant  for  such  calendar year, the amount of the  overpayment
shall  be  credited against the next installment  of  additional
Rent due hereunder. If Landlord shall fail to provide the Budget
Reconciliation Tenant shall have the right to suspend  upon  ten
(10)   days'   notice  to  Landlord,  additional   common   area
maintenance  payments  pending Tenant's receipt  of  the  Budget
Reconciliation.

Landlord  shall keep or cause to be kept the books  and  records
applicable   to  such  Landlord's  Operating  Costs,  Landlord's
insurance costs under Article 22 and Taxes under Article 25  for
a  period of not less than three (3) years following the date of
Tenant's receipt of any Budget Reconciliation, but, in the event
of  any dispute, such books and records shall be retained  until
the  final determination of such dispute. Upon thirty (30) days'
prior  written notice given to Landlord within three  (3)  years
after  Tenant  receives  any  Budget  Reconciliation  issued  by
Landlord  as  set forth above, Tenant may cause an audit  to  be
made  during  Landlord's  normal business  hours  at  Landlord's
headquarters  of  Landlord's  records  relating  to   Landlord's
Operating Costs and other additional Rent for the period covered
by any such Budget Reconciliation. Tenant shall

                               25
promptly  pay  to  Landlord  any deficiency  or  Landlord  shall
promptly refund to Tenant any overpayment. In the event that any
audit  discloses  an overpayment of Landlord's  Operating  Costs
and/or  other  additional  Rent by Tenant  of  more  than  three
percent  (3%),  then,  in  addition,  Landlord  shall  pay   the
reasonable  costs and expenses incurred by Tenant in conjunction
with performance of such audit. Notwithstanding anything to  the
contrary herein, Landlord hereby waives the right and shall  not
be  entitled to make any claim for an adjustment to  the  Budget
Reconciliation  for  any  undercharges and/or  underpayments  of
Landlord's Operating Cost or other additional Rent following the
lapse  of  the  lesser of (i) two (2) calendar years  after  the
outside  date  provided above for Landlord's  tendering  of  the
Budget  Reconciliation to Tenant or (ii) one (1)  calendar  year
following  the end of the Lease Term (or any earlier termination
provided or permitted by this Lease).

28. ALTERATIONS TO SHOPPING CENTER.

Except  as may be required by applicable Law, Landlord will  not
place or permit to be placed by any person or entity other  than
Tenant,   any  building,  wall,  landscaping,  fence  or   other
improvement  or  make any other alterations or  changes  to  the
Tenant  Protected Parking Limits & Access Area of  the  Shopping
Center other than improvements shown on Exhibit B as existing or
planned  without Tenant's prior written approval, which approval
shall  be granted, withheld or conditioned in Tenant's sole  and
absolute  discretion. In the event that Landlord  shall  acquire
control  of  real property immediately adjacent to the  Shopping
Center,  Landlord  shall  not  without  Tenant's  prior  written
approval,   which  approval  shall  be  granted,   withheld   or
conditioned in Tenant's sole and absolute discretion, permit  or
make changes that would materially interfere with ingress to  or
egress  from  the  Premises, materially alter vehicular  traffic
paths or routes within the Shopping Center, or materially reduce
or  restrict  visibility of Tenant's storefront, blue  wedge  or
Tenant's signage7 or any of Tenant's rights under this Lease.

Subsequent  to  the Delivery Date, Landlord agrees  to  exercise
commercially  reasonable  efforts to minimize  any  interference
with  the  completion of the construction of the  Premises,  the
fixturing  and merchandising thereof, and further  agrees,  from
and  after the date Tenant opens for business to the public from
its  Premises, (a) to limit all construction staging to the rear
of  the  Shopping Center; (b) to permit no construction  of,  or
scaffolding  upon,  the front of any building  in  the  Shopping
Center  between the dates of November 15 and January 1st of  any
Lease Year, except in the event of an emergency; and (c) to have
any  scaffolding  within  the  Shopping  Center  removed  within
seventy-two  (72) hours of completion of the work for  which  it
was  necessary. In the event Landlord shall fail to correct  any
violation  of this Article within three (3) business  days  from
its  receipt of written notice thereof from Tenant, Tenant shall
be  entitled  to either liquidated damages of One  Thousand  and
No/100 Dollars ($1,000.00) per day for each day thereafter  that
such condition remains a violation hereunder.

Landlord  and  Tenant agree that the Shopping Center  shall  not
contain any outparcel(s) except in the location(s) shown on  the
site  plan  attached  hereto  as  Exhibit  B.  Any  building  or
improvement  to be constructed on such approved outparcel  shall
be as follows:

     (a) be a single-story structure of not more than fifteen
          thousand (15,000) square feet of building area;

                               26
     (b)  be limited to twenty-eight feet (28') in height to the
          highest point of any roof, wall, parapet, or screening or other
          improvement; and

     (c)  and have a self-contained parking field in compliance with
          all applicable Laws as if it were a free-standing site without
          benefit of cross-parking rights as to the balance of the
          Shopping Center.

29.  INTENTIONALLY DELETED

30.  EXCLUSIVITY AND USE.

Landlord  represents, warrants and covenants to and with  Tenant
that  Tenant  may lawfully use the Premises for  sales,  rental,
service  (including  installation, testing, repair,  maintenance
and servicing of computer related items) and warehousing (and if
applicable,  installation  in motor  vehicles)  of  the  product
categories  listed below, other products typically sold  in  the
majority  of Tenant's stores, and thereafter for any lawful  use
subject to the provisions of the Lease, the prohibited uses  set
forth in Exhibit H, if any, and any future exclusives granted by
Landlord in the Shopping Center not in violation of the "Article
30  Restrictions", as defined in the Lease) and  Landlord  shall
not  permit  any  person  or  entity other  than  Tenant732  (or
Tenant's  parent company, affiliates, assignees, sublessees  and
assigns)  in  space leased directly or indirectly from  Landlord
within a radius of one (1) mile of the Shopping Center, to sell,
rent,   service   (including  installation,   testing,   repair,
maintenance  and  servicing of computer  related  items)  and/or
warehouse  (and, if applicable, install in motor  vehicles)  the
following product categories (regardless of whether new, used or
refurbished):  electronic  equipment or  appliances  (including,
without  limitation, televisions, stereos,  radios  and  dvd  or
video  machines); major household appliances (including, without
limitation,  refrigerators, freezers, stoves,  microwave  ovens,
dishwashers,   washers  and  dryers);  personal  computers   and
peripherals,   computer  software;  digital,  downloadable   and
streamable  entertainment; car radios, stereos,  tape  decks  or
phones;  entertainment software, including compact discs,  music
videos,  dvds and prerecorded tapes; accessories and  connectors
for  products  sold  by Tenant (including,  without  limitation,
cable   connectors,   surge  protectors,   cables,   wires   and
batteries);   telephones,  telecopy,  facsimile  and   photocopy
machines;  photographic cameras or equipment; office  equipment,
supplies   or   office  furniture;  books  and  magazines;   any
substitutes for or items which are a technological evolution  of
the foregoing items; and/or any other related items carried in a
majority  of  Tenant's  stores without  Tenant's  prior  written
consent,  which may be granted or withheld in Tenant's sole  and
absolute discretion 738.


In addition to the foregoing, Tenant shall have the right to (a)
sell  gourmet and other food items in support of and  incidental
to  the foregoing product categories, not to exceed 2,000 square
feet  of floor area, and (b) use up to ten percent (10%) of  the
Premises not to exceed 2,000 square feet of floor area for a non-
alcoholic  beverage kiosk or bar, including seating  area,  with
food, snack and bakery items incidental thereto. "Landlord", for
purposes  of this Article, shall be defined to include Landlord,
and   (i)   if   Landlord  is  a  corporation,   its   principal
shareholders; or (ii) if Landlord is a partnership, its partners
and  any principal shareholders or partners of any partner which
is  a  corporation  or shareholder; or (iii) if  Landlord  is  a
trust, the beneficiaries of any such

                               27
trust,  including the principal shareholders or partners of  any
beneficiary which is a corporation or trust, all of  whom  shall
execute   an  agreement  to  be  bound  to  this  Article.   The
restrictions  set  forth  in  this Article  30  are  hereinafter
collectively referred to as the "Article 30 Restrictions".

The  Article 30 Restrictions shall not be applicable  to  (i)  a
Target  retail  store at the Shopping Center, (ii)  a  Barnes  &
Noble  retail store, and a Borders retail store, provided Tenant
and   such  merchants  execute  a  mutually  acceptable   letter
agreement  to  the  extent such merchants have executed  similar
letter  agreements on previous occasions, (iii) any other tenant
or occupant of the Shopping Center so long as any other tenant's
or  occupant' s display of products and/or services protected by
Tenant's exclusive does not exceed the lesser of 500 square feet
or five percent (5%) of its gross leasable area.

Landlord   shall  only  be  in  violation  of  the  Article   30
Restrictions if (i) Landlord after the date of February 28, 2007
enters  into a lease or other agreement with a tenant  or  other
occupant  expressly permitting it to engage  in  a  business  in
violation  of  the Article 30 Restrictions, or  (ii)  Landlord's
consent is required for any change to a permitted use, and after
the  date of February 28, 2007, Landlord consents to change such
use to permit a use in violation of the Article 30 Restrictions,
or  (iii)  Landlord  makes an initial sale of  an  outparcel  in
violation of the Article 30 Restrictions. Landlord shall not  be
in  violation  of the Article 30 Restrictions if a business  has
been  permitted to assume a lease or operate its business  based
upon  or as result of a bankruptcy, insolvency or similar action
or an action or order by a court.

Notwithstanding anything to the contrary that may  be  contained
in  this  Lease, in the event of a violation of this exclusivity
provision  by Landlord, Tenant shall, in addition to  any  other
legal or equitable remedy, including specific performance,  have
the  automatic  right  upon  ten (10)  days  written  notice  to
Landlord to: pay Rent in lieu of that provided for herein at the
rate  of one-half (1/2) of the Rent otherwise payable under this
Lease  until such time as Landlord cures any violation  of  this
exclusivity provision, whereupon Tenant's obligation to pay Rent
due   under  the  Lease  shall  commence  once  again.   It   is
specifically understood and agreed between Landlord  and  Tenant
that  Tenant  shall have no obligation whatsoever  to  reimburse
Landlord  for  any Rent not paid by Tenant attributable  to  the
period  of any Landlord's default under this Article  30.  If  a
violation  of this Article 30 is not eliminated or corrected  to
Tenant's  satisfaction within 365 days of its  occurrence,  then
Tenant  shall have the right to terminate this Lease upon thirty
(30)  days'  written notice, and unless Landlord eliminates  the
violation  within the thirty (30) day notice period, this  Lease
shall  terminate  on  the  last day  of  the  first  full  month
following expiration of the thirty day notice period. 754


31. HAZARDOUS SUBSTANCES.

     (a) Environmental Assessment. Landlord has provided  Tenant
          a  Phase  I environmental assessment report dated  May
          31,   2006,  prepared  by  ATC  Associates,  Inc.,   a
          qualified  environmental  testing  company  indicating
          that except as noted in the Report:

          (i)       The property described in Exhibit A (the
               "Premises" for purposes of this
               Article) is not listed in the United States
               Environmental Protection

                               28
               Agency's  National Priorities List  of  Hazardous
               Waste  Sites, nor any other list, schedule,  log,
               inventory or record of any Hazardous Substance(s)
               or  hazardous waste sites, whether maintained  by
               the  United  States government or  any  state  or
               local agency;

          (ii) A review of the history of ownership and uses has revealed
               no evidence that the Premises has at any time been used for
               the generating, transporting, treating, storage, manufacture,
               emission of, disposal of, refining or handling asbestos,
               polychlorinated biphenyls (PCB's), or any other dangerous,
               toxic or hazardous pollutants, chemicals, wastes or
               substances (each, a "Hazardous Substance") as defined in the
               Federal Comprehensive Environmental Response Compensation and
               Liability Act of 1980, as amended, or the Federal Resource
               Conservation and Recovery Act of 1976, the Federal Water
               Pollution Control Act, the Clean Air Act, any laws or
               regulations relating to underground storage tanks, or any
               other federal, state or local environmental laws,
               statutes, regulations, requirements and ordinances;

          (iii)     In the opinion of the inspector, the Premises
               represents a "low risk" of contamination;

     (b)  Warranty. Landlord hereby warrants and represents that
          except as may be disclosed in the environmental assessment
          report,: (a) the Premises has never been used by current or
          previous owners or occupants to generate, transport, treat,
          store, manufacture, emit, dispose of, refine or handle any
          Hazardous substance(s), (b) the Premises does not contain any
          underground storage tanks or any Hazardous Substance(s); (c)
          Landlord has not received a summons, citation, directive, letter
          or other communication, written or oral, from any state agency
          or  the U.S. Government concerning the Premises or any
          intentional or unintentional action or omission on Landlord's
          part as a result of the releasing, spilling, leaking, pumping,
          pouring, emitting, emptying or dumping of any Hazardous
          Substance(s) into waters or onto lands of the state in which the
          Premises is located, or into water outside the jurisdiction of
          the state in which the Premises is located, and the Premises is
          not subject to any "superfund" type liens or claims by
          governmental regulatory agencies or other third parties arising
          from the release or threatened release of any Hazardous
          Substance(s)s in, on or about the Premises; and (d) it has
          furnished Tenant with copies of all environmental reports in its
          possession or control as to the Premises.


     (c)  Indemnification. Landlord shall indemnify, defend and hold
          Tenant harmless from and against any and all actual loss, cost,
          liability, damage or expense (including without limitation
          reasonable attorney's fees, investigation and court costs)
          (excluding consequential, special or punitive damages), which
          Tenant may incur, sustain or suffer or which may be asserted
          against Tenant by reason of the presence of Hazardous Substances
          prior to the Delivery Date or their introduction by Landlord any
          cleanup or response costs, fines or penalties resulting from a

                               29
          release  or  a  threatened release  of  any  materials
          defined  in  paragraph  (b)  above;  and  any   actual
          personal  injury,  death, property,  property  damage,
          business losses, or damage to the environment.

32. ESTOPPEL CERTIFICATE.

Landlord  and Tenant agree within ten (10) business  days  after
request therefor by the other to execute in recordable form  and
deliver a statement, in writing, certifying (a) that this  Lease
is  in full force and effect, (b) the Commencement Date of  this
Lease, (c) that Rent is paid currently, (d) the amount of  Rent,
if  any, paid in advance, (e) that there are no uncured defaults
by  Landlord  or stating those claimed by Tenant, and  (f)  such
other  information as may be reasonably requested and reasonably
agreed  to  be provided; provided that, in fact, such facts  are
accurate and ascertainable.

33. PARKING.

Landlord  covenants  and agrees that the parking  areas  of  the
Shopping  Center  shall  at  all  times  satisfy  the  following
criteria as to the ratio of parking spaces (measuring a  minimum
of nine feet (9') by eighteen feet (18')) of:

     (a)  four and five tenths (4.5 cars per one thousand (1,000)
          square feet of building retail area,

     (b)  parking spaces for restaurants will be as required under
          the REA

Notwithstanding anything to the contrary that may  be  contained
in  Article  16.2,  if Landlord shall fail to comply  with  this
Article,  after written notice and the expiration  of  a  60-day
cure  period  within  which Landlord  may  satisfy  the  parking
requirements   described  above  by  providing  replacement   or
alternative parking Tenant shall, in addition to any other legal
or  equitable remedy, including specific performance,  have  the
right upon ten (10) days written notice to Landlord to pay  Rent
in  lieu  of  that provided for herein at the rate  of  one-half
(1/2) of the Rent otherwise payable under this Lease until  such
time  as the above-specified parking ratio is maintained If such
failure  to  maintain the parking ratios required has  not  been
corrected or resolved to Tenant's satisfaction within  365  days
after  its  occurrence,  then Tenant shall  have  the  right  to
terminate this Lease upon thirty (30) days' written notice,  and
unless  Landlord corrects the deficiency within the thirty  (30)
day notice period, this Lease shall terminate on the last day of
the  first  full  month following expiration of the  thirty  day
notice period.

34. ATTORNEY'S FEES.

In the event of a default, or an alleged or asserted default, in
the  performance of any of the terms, covenants,  agreements  or
conditions  contained  in this Lease, and  a  suit  is  actually
filed,  a  final determination is made by a court  of  competent
jurisdiction,  then the prevailing party shall be  entitled  to,
and  the  other  party shall pay, all of the prevailing  party's
costs  and expenses, including reasonable attorneys' fees, which
were  incurred  in connection with the action. The determination
of   the   prevailing  party  will  be  made   by   the   court.
Notwithstanding the above, the

                               30
plaintiff  shall not be considered the prevailing  party  unless
the  plaintiff prevails in a majority of its claims. If Landlord
is  responsible  for and fails to pay any such fees  within  ten
(10)  days  after demand, Tenant may deduct the amount  of  such
fees  from  the  fixed  rent  and other  charges  otherwise  due
hereunder.

35.  BROKERAGE.

Landlord  and Tenant hereby represent and warrant to each  other
that  (i) other than Joe Parrot of CB Richard Ellis representing
Landlord  and  Dan Cohen of Mid America Real Estate representing
Tenant,(collectively the "Brokers") and the brokerage fees to be
paid  to  the Brokers pursuant to Landlord's separate  agreement
with  the  Brokers (the "Brokers' Fees")790 each has  not  dealt
with  any  other brokers or agents and that there are  no  other
side  letters, contracts or agreements relating to, or entitling
others  to share or participate in, brokerage fees, commissions,
finder's  fees  or other similar charges, (ii)  other  than  the
Brokers  fees,  no  other brokerage fees, commissions,  finder's
fees  or other similar charges are owed to any persons, entities
or  other  parties  in  connection with this  Lease,  and  (iii)
Brokers  are the only brokers involved and the Brokers Fees  are
the  only brokerage fees due and payable in connection with this
Lease:

Landlord and Tenant each agree to defend, indemnify and hold the
other  party  harmless  from  any  loss,  claim,  liability   or
obligations   with  regard  to  any  breach  of  the   foregoing
representation or warranty by the indemnifying party thereto. In
the  event that Landlord fails to pay the Brokers' Fees  to  the
Brokers, Tenant shall have the right, but not the obligation, to
pay  the Brokers' Fees to the Brokers. In the event that  Tenant
pays  all  or any portion of the Brokers' Fees, Landlord  agrees
that  Tenant shall have the right to offset against  fixed  rent
and  other amounts payable under this Lease for the total amount
of the Brokers' Fees paid by Tenant, until the Broker's Fees and
interest are paid in full.

36.  NOTICES.

Any  notice or consent required to be given by or on  behalf  of
either  party  to  the other shall be in writing  and  given  by
mailing  such  notice or consent by either (i) one (1)  business
day  after sending by an overnight courier service, or (ii)  two
(2) business days after sending by registered or certified mail,
return  receipt  requested, addressed  to  the  other  party  as
indicated in Article I.F hereof, or at such other address in the
United  States as may be specified from time to time in  writing
by either party. Any notice or consent given hereunder by either
party  shall  be deemed effective when mailed as aforesaid,  but
the  time  period in which to respond to any notice  or  consent
shall  commence  to  run on the date on  which  such  notice  or
consent is actually received by the addressee. Refusal to accept
delivery shall be deemed receipt thereof.

37.  MISCELLANEOUS.

     37.1  Severability of Provisions. If any term or  provision
of  this  Lease,  or the application thereof to  any  person  or
circumstance, shall to any extent be determined to be invalid or
unenforceable  by  a court of competent jurisdiction,  then  the
remainder  of  this Lease, or the application of  such  term  or
provision  to persons or circumstances other than  those  as  to
which it is held invalid or unenforceable, shall not be affected
thereby.

                               31
     37.2  Memorandum  of Lease. Neither party may  record  this
Lease.  Upon  execution  of this Lease,  however,  Landlord  and
Tenant  shall join in the execution of a memorandum or so-called
"short  form"  of  this  Lease for the purposes  of  recordation
("Memorandum  of  Lease") substantially  in  the  form  attached
hereto  as Exhibit G and made a part hereof. Landlord shall  see
that  an  original  Memorandum  of  Lease  is  recorded  in  the
appropriate real estate records office for the county  in  which
the  Premises are located. Any fees required to be paid in order
to  prepare or record such Memorandum of Lease shall be paid  by
Landlord. In the event of any conflict between the provisions of
the Memorandum of Lease and the Lease, the Lease shall control.

     37.3  Entire  Agreement. This instrument  shall  merge  all
undertakings  between the parties hereto  with  respect  to  the
Premises and upon execution by both parties shall constitute the
entire  lease  agreement,  unless thereafter  modified  by  both
parties  in  writing. In the event Landlord shall  execute  this
Lease prior to Tenant, Tenant shall have ten (10) days to accept
the  terms  hereof and to execute this Lease, during which  time
Landlord's execution shall constitute an irrevocable offer.

     37.4 Relationship of the Parties. Nothing contained in this
Lease shall be deemed or construed by the parties hereto or by a
third party to create the relationship of principal and agent or
of partnership or of joint venture of any association whatsoever
between  Landlord and Tenant, it being expressly understood  and
agreed  that neither the method or computation of Rent  nor  any
other  provision contained herein, nor any act or  acts  of  the
parties  hereto,  shall  be deemed to  create  any  relationship
between  Landlord  and Tenant other than_  the  relationship  of
lessor and tenant.

     37.5  Importance  of  Each  Covenant.  Each  covenant   and
agreement  on  the  part of one party hereto is  understood  and
agreed to constitute an essential part of the consideration  for
each covenant and agreement on the part of the other party.

     37.6  Headings. The headings of the Articles of this  Lease
are  for  convenience of reference only and do not form  a  part
hereof,  and  they  shall  not be interpreted  or  construed  to
modify, limit, or amplify the intent of such Articles.

     37.7 Parties in Interest. Subject to the provisions of this
Lease relating to assignment, subleasing and other transfers  of
the parties' interests, this Lease shall inure to the benefit of
and  be  binding upon the successors in interest and assigns  of
the parties hereto.

     37.8 Counterparts. This Lease may be executed in any number
of  counterparts,  each  of  which shall  be  deemed  to  be  an
original,  but all of which shall constitute one  and  the  same
instrument.

     37.9  Number  and  Gender. Words in the  singular,  plural,
masculine,  feminine and neuter as used herein  shall  have  the
meanings  and be construed as required by the context  in  which
they are used herein.


                               32
     37.10 Governing Law. This Lease shall be construed and
governed by the laws of the State in which the Premises are
located.   Should  any  provisions  be   illegal   or   not
enforceable under the laws of the said State,  it  or  they
shall  be  considered  severable, and  the  Lease  and  its
conditions  shall remain in force and be binding  upon  the
parties  as  though  the  said provisions  had  never  been
included.

     37.11 Prorations. Any prorations to be made under this
Lease shall be based on a 365 day year.

     37.12  Confidentiality.  The parties  agree  that  the
terms   and   conditions  of  this  Lease  are  to   remain
confidential  and may not be disclosed to any  third  party
without the other party's prior written consent except  for
disclosures as shall be reasonably necessary in the conduct
of  such  party's  business such  as  disclosures  to  such
party's   attorneys,  lenders  and  potential  buyers   and
disclosures as shall be necessary by applicable law.

     37.13  Construction. Landlord and  Tenant  each  agree
that  this Lease was fully and mutually negotiated  by  the
parties  such  that  this Lease and the  provisions  hereof
shall  not be construed against either party based on  such
party's drafting or alleged drafting of same.

     37.14 Force Majeure .  As used herein, the term "Force
Majeure"  shall mean any prevention, delay or stoppage  due
to  tornado,  earthquake, or hurricane, which shall  excuse
the performance of such party for a period of time equal to
such  prevention,  delay  or stoppage  resulting  from  the
tornado, earthquake or hurricane. 825

     37.15 Landlord's Liability.  The liability of Landlord
to  Tenant for any default by Landlord under the  terms  of
this Lease shall be limited to Tenant's actual direct,  but
not consequential, special or punitive damages and shall be
recoverable  only  from the interest  of  Landlord  in  the
Shopping  Center,  and  Landlord shall  not  be  personally
liable for any deficiency. This Section shall not limit any
remedies  which  Tenant  may have for  Landlord's  defaults
which do not involve the personal liability of Landlord
  II. EXHIBITS.
Attached hereto and made a part of this Lease are Exhibits
A through H.


IN WITNESS WHEREOF, the parties hereto have executed this
Lease as of the date first above written.



[SIGNATURES ON NEXT PAGE}
                             33
                                    LANDLORD:

                                    RYAN COMPANIES US, INC. a
                                    Minnesota corporation

Date: 2/27, 2007                    By: /s/ W J McHale
                                    Name:   W. J. McHale
                                    Its:    Executive Vice President



                                    TENANT:

                                    BEST BUY STORES, L.P., a Virgina limited
                                    partnership

                                    By:  BBC Property Co., a Minnesota
                                    corporation, its general partner

Date: 2/27, 2007                    By: /s/ Pat Matre
                                    Name Pat Matre
                                    Its: Vice PResident Real Estate





                            EXHIBIT A

                Legal Description of Shopping Center



 PARCEL 1
 Lots 1 and 3 of Certified Survey Map No. 3977, a division
 of Lot 1 of Certified Survey Map No. 3981, recorded August
 18, 2006 in the office of the Register of Deeds for
 Walworth County, as Document No. 685693, being part of the
 Southeast 1/4 of the Southwest 1/4 and the Southwest 1/4
 of the Southeast 1/4 of Section 30, Town 2 North, Range 18
 East, in the City of Lake Geneva, Walworth County,
 Wisconsin.

 PARCEL 2:
 Easement for the purpose of access as shown in an Access
 Easement recorded on October 6, 2006 as Document No.690249.

 PARCEL 3:
 The easements and such other interests as are recognized
 as real property interests under the laws of the State of
 Wisconsin granted to the insured for the benefit of
 PARCEL 1 created by that certain Operation and Easement
 Agreement between Target Corporation and Ryan Companies US,
 Inc. dated October 5, 2006 and recorded October 6, 2006 as
 Document No. 690251.

PARCEL 4
Easement for the purpose of constructing and maintaining a
retaining wall as shown in a Grading Easement recorded on
November 13, 2006 as Document No. 693552.

NOTE: The aforesaid easement is in the process of
being recorded. Recording information will be
forwarded upon confirmation of recording by the
Register of Deeds.

Tax Key No. ZA 399700001 and ZA 399700003