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                          THIRD EXTENSION AGREEMENT

DATE:      Effective as of November 1, 1998

PARTIES:   Tigard-Tualatin School District 23J                          "TTSD"
           and
           Eagle Hardware & Garden, Inc.                               "Eagle"

RECITALS:

      A.  TTSD and Eagle entered into an Agreement to Lease dated April 30, 
1997, (the "Agreement") covering certain real property in Tigard, Oregon (the 
"10.5-acre parcel") and a Put to Lease Property dated April 30, 1997, (the 
"Put") covering certain other adjoining real property in Tigard, Oregon (the 
"1.52-acre parcel").

      B.  TTSD and Eagle thereafter entered into an extension agreement 
("First Extension Agreement") effective August 30, 1997, that confirmed the 
exercise of the Put, extended certain of Eagle's deadlines, and required 
Eagle to pay a $190,000 nonrefundable fee.

      C.  TTSD and Eagle thereafter entered into a second extension agreement 
("Second Extension Agreement") effective August 28, 1998, that extended 
certain of Eagle's deadlines and required Eagle to pay an additional $100,000 
nonrefundable fee.

      D.  TTSD and Eagle each desire to successfully enter into and conclude 
the leases of the 10.5-acre and 1.52-acre parcels from TTSD to Eagle and 
understand the need to extend the deadlines as hereinafter described.

AGREEMENT:

      In consideration of the mutual covenants set forth below, TTSD and 
Eagle agree as follows:

      1.  EXTENSION REGARDING EAGLE'S SOLE REMAINING CONDITION. Provided that 
the $50,000 is remitted to TTSD in accordance with Section 3 below, the 
November 2, 1998, deadline for Eagle's waiver or satisfaction of the condition 
set forth in Section 3(b)(iii) of the Agreement is hereby extended until 
10 a.m. on December 2, 1998.

      2.  CLOSING.  Provided that the $50,000 is remitted to TTSD in 
accordance with Section 3 below, (a) the Closing shall occur at or before 5 
p.m. on December 2, 1998, and (b) the dates of September 19, 1997, October 
20, 1997, and November 21, 1997, set forth in Section 8 of the Agreement are 
hereby modified to the effect that the sole specified date for the Closing is 
"at or before 5 p.m. on December 2, 1998."

      3.  PAYMENT OF ADDITIONAL NONREFUNDABLE FEE.  Eagle shall have until 5 
p.m. on November 2, 1998, to remit $50,000 to TTSD as a nonrefundable fee 
designed solely to compensate TTSD for postponing the deadlines as described 
in this Third Extension Agreement and agreeing to keep the 10.5-acre parcel 
and 1.52-acre parcel off the market 

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between November 2, 1998, and December 2, 1998. Eagle agrees that this fee is 
not a penalty, that this fee is fair and reasonable compensation for 
postponing the deadlines as described above and agreeing to keep the property 
off the leasehold market, and that this fee is nonrefundable. Provided that 
the $50,000 is remitted to TTSD by 5 p.m. on November 2, 1998, and the 
Closing occurs in accordance with the Agreement (as modified by the First 
Extension Agreement, the Second Extension Agreement, and this Third Extension 
Agreement), TTSD shall credit the $50,000 to Eagle as prepaid rent for the 
10.5-acre parcel. If Eagle fails to cause the $50,000 to be remitted to TTSD 
by 5 p.m. on November 2, 1998, the Agreement and Put shall have no further 
force or effect.

      4.  SUPPLEMENTAL EXTENSION FEE.  At Closing, the parties shall 
calculate a supplemental extension fee by assuming that they had closed on 
October 17, 1998, and computing the ground rent that would have accrued under 
the two ground leases from October 17, 1998, through the actual date of 
Closing. That amount shall then be divided in half, and Eagle shall remit 
that sum (i.e., the imputed ground rent divided by two) to TTSD at Closing as 
a supplemental extension fee. The supplemental extension fee is in addition 
to the sum described in Section 3 above and shall not be credited as prepaid 
rent.

      5.  REMAINDER OF AGREEMENT.  In all other respects, the terms and 
conditions of the Agreement and the Put (as previously modified by the First 
Extension Agreement and Second Extension Agreement) shall remain in full 
force and effect.

TIGARD-TUALATIN SCHOOL DISTRICT 23J    EAGLE HARDWARE & GARDEN, INC.

By   /s/ Patricia N. Biggs              By  /s/ Paul B. Morris
    ---------------------------------      -----------------------------------
       Chair of the School Board               Paul B. Morris
                                               Vice President

By   /s/ Russell A. Joki                       November 9, 1998
    ---------------------------------      -----------------------------------
        Superintendent


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