(The Above Space for Recorder's Use Only)


         ASSIGNMENT AND ASSUMPTION OF LEASE AND GUARANTY

      THIS  ASSIGNMENT  AND  ASSUMPTION  OF  LEASE  AND  GUARANTY
("Assignment") is made and entered into this 22 day of  November,
2005  by  and among LAFAYETTE VILLAGE, L.L.C., a Virginia limited
liability  company ("Assignor") and AEI AEI INCOME & GROWTH  FUND
25 LLC, a Delaware limited liability company ("Assignee").

                            RECITALS

      WHEREAS,  Captec  Ster  Aurora,  LLC,  a  Illinois  limited
liability  company (collectively "Tenant") is  the  tenant  under
that certain lease, dated as of October 14, 1999 (as the same may
have  been  modified,  supplemented,  amended  or  assigned,  the
"Lease"),  between  Duke-Weeks  Realty  Limited  Partnership,  an
Indiana limited partnership ("Original Landlord") and Tenant  and
pursuant  to  which  Lease, Tenant leases that  certain  premises
described on Exhibit A attached hereto and incorporated herein by
this   reference,  in  Aurora,  DuPage  County,   Illinois   (the
"Premises").

      WHEREAS,  Sterling  Jewelers Inc., a  Delaware  corporation
("Guarantor")  has  executed a Unconditional  Guaranty  of  Lease
dated October 8, 1999 (the "Guaranty");

     WHEREAS, a Memorandum of Lease was recorded on June 12, 2000
as Document R2000-087967, in the DuPage County Recorder's Office;

     WHEREAS,  Tenant  merged with Commercial Net  Lease  Realty,
Inc.,  a  Maryland corporation, and Commercial Net Lease  Realty,
Inc. is now Tenant under the Lease because of such merger.

     WHEREAS, Original Landlord conveyed the Premises to Assignor
on  March 27, 2003 in that certain Special Warranty Deed recorded
on April 4, 2003 at R2003-127961, in the DuPage County Recorder's
Office, and assigned the Lease to Assignor by that Assignment and
Assumption of Lease dated March 27, 2003.

      WHEREAS,  on  the  date hereof, Assignor is  conveying  the
Premises to Assignee pursuant to the terms and conditions of that
certain  Agreement  of Purchase and Sale Agreement  dated  as  of
September 21, 2005 between Assignor, as Seller, and Assignee,  as
Purchaser  (as  subsequently amended, collectively the  "Purchase
Agreement").

      WHEREAS,  in connection with Assignor's conveyance  of  the
Premises,  Assignor  desires  to  assign  its  right,  title  and
interest  in  and to the Lease and the Guaranty to  Assignee  and
Assignee  desires  to accept the assignment  thereof  and  assume
Assignor's right, title and interest in and to the Lease and  the
Guaranty.

      NOW,  THEREFORE,  for good and valuable consideration,  the
receipt and sufficiency of which is hereby acknowledged, Assignor
and  Assignee agree as of the date hereof (the "Effective Date"),
as follows:

     1.   As of the Effective Date, Assignor hereby gives, grants,
          bargains, sells, conveys, transfers and sets over unto Assignee,
          its successors and assigns, all of Assignor's right, title and
          interest in and to the Lease and the Guaranty.

     2.   Assignee hereby accepts the foregoing assignment, and hereby
          assumes and agrees to be bound by and perform all of Assignor's
          obligations and liabilities to be performed and/or occurring
          under the Lease or the Guaranty on or after the Effective Date.

     3.   Assignor  hereby agrees to indemnify, defend  and  hold
          Assignee harmless from any liability, loss, cost or expense
          arising out of a failure to perform the obligations of Landlord
          under the Lease accruing prior to the Effective Date. Assignee
          hereby agrees to indemnify, defend and hold Assignor harmless
          from any liability, loss, cost or expense arising out of a
          failure to perform the obligations of Landlord under the Lease
          accruing from and after the Effective Date.

     4.   Assignee hereby agrees that Assignor may, at Assignor's
          election and expense, proceed at law or equity to collect any
          delinquent rents accruing under the Lease prior to the Effective
          Date.  Assignor hereby agrees that Assignee shall have no
          obligation to collect any rent due prior to the Effective Date
          under the Lease; provided, however, that in the event Assignee is
          paid rent from a tenant that has delinquent rent accruing prior
          to the Effective Date, and such payment is in excess of current
          rent due and payable under the Lease and any collection costs
          incurred by Assignee to collect such rents, then Assignee agrees
          to pay such excess amount to Assignor as soon as reasonably
          practicable after the date of receipt by Assignee.  In the event
          that Assignor is paid any rents after the Effective Date,
          Assignor agrees to pay such to Assignee as soon as reasonably
          practicable after the date of receipt by Assignor.

     5.   If any action is instituted by Assignor or Assignee for the
          purpose of enforcing or interpreting any provision of this
          Assignment, the prevailing party in such action shall be entitled
          to its reasonable attorneys' fees, costs and other expenses,
          provided, however, there shall be no prevailing party in a
          pretrial motion, voluntary dismissal, favorable settlement or
          otherwise, other than entry of a final judgment and such fees,
          costs and expenses may be recovered in the same action or in a
          separate proceeding.

     6.   This  Assignment  shall be governed  and  construed  in
          accordance with the laws of the State of Illinois.

     7.   This Assignment shall be binding on the parties hereto and
          their respective successors and assigns.


     8.   This Agreement may be executed in several counterparts, each
          of which shall be deemed an original, and all of which together
          shall constitute one and the same instrument.


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

          "ASSIGNOR"          LAFAYETTE VILLAGE, LLC,
                         a Virginia limited liability company

                         By:  /s/ Larry D Silver
                                  Larry D. Silver, Member/CEO


STATE OF Virginia        )
                         ) ss.
COUNTY Fredericksburg    )

The  foregoing instrument was acknowledged before me this 28  day
of  October,  2005, by Larry D. Silver, Member/CEO, of  LaFayette
Village, L.L.C., a Virginia limited liability company, on  behalf
of said company.

[Seal]                                 /s/ Joyce B Marsh
                              Print Name:  Joyce B Marsh
                              My Commission Expires: 10-31-05



          "ASSIGNEE"          AEI INCOME & GROWTH FUND 25 LLC,
                         a Delaware limited liability company


                         By:  AEI Fund Management XXI, Inc.,
                              a   Minnesota  corporation,   its
                              Managing Member

                         By:  /s/ Robert P Johnson

                           Name:  Robert P Johnson
                           Title:  President


STATE OF  MINNESOTA      )
                         ) ss.
COUNTY OF RAMSEY         )

The  foregoing  was  acknowledged before  me  this  ____  day  of
November, 2005, by Robert P Johnson, in his/her capacity  as  the
President   of  AEI   Fund  Management  XXI,  Inc.,  a  Minnesota
corporation, the Managing Member of AEI Income & Growth  Fund  25
LLC,  a Delaware limited liability company, who acknowledged  the
execution of the foregoing instrument to be the voluntary act and
deed  of  said corporation by authority of its board of directors
on behalf of the company.

[Seal]                                /s/ Jennifer L Schreiner
                              Print Name: Jennifer L Schreiner
                              My Commission Expires: 1-31-2010



                            EXHIBIT A

                       (Legal Description)



Parcel 1:

Lot 1 in Meridian Business Campus Phase 2 Unit 8, being a
Subdivision in Section 16, Township 38 North, Range 9, East of
the Third Principal Meridian, according to the Plat thereof
recorded October 30, 1998 as Document R98-226549, in DuPage
County, Illinois.

Parcel 2:

Easement for the benefit of Parcel 1 as created by Declaration of
Covenants, Conditions and Restrictions recorded January 6, 1999
as Document R99-002872 made by MBC Partners, L.P. for access
between adjoining lots and public highways as shown as 32'
ingress and egress easement on the Plat recorded October 30, 1998
as Document R98-226549, in DuPage County, Illinois.

(Building and improvements excluded)

PIN 07-16-400-026

Common Address: 1016 North Route 59
                  Aurora, Illinois








                        NET GROUND LEASE


              DUKE WEEKS RALTY LIMITED PARTNERSHIP
                 An Indiana limited partnership

                           "LANDLORD"

                               and


                     CAPTEC STER AURORA LLC
              An Illinois limited liability company






                              Index
ARTICLE I -LEASE OF PREMISES
1
     Section 1.01   Basic Lease Provisions
     Section 1.02   Lease of Premises.
ARTICLE 2 -TERM, DELIVERY AND POSSESSION
     Section 2.01   Tenn.
     Section 2.02.  Option to Renew
     Section 2.03.  Landlord's Delivery Obligations
     Section 2.04.  Holding Over
     ARTICLE 3 -TENANT'S CONSTRUCTION WORK
     Section 3.01.  Inspection Period.
     Section 3.02.  Plan Approval Period.
     Section 3.03.  Construction 7
     Section 3.04.  Ownership of Improvements upon Lease
Tennination. :
ARTICLE 4 -RENT
     Section 4.01.  Minimum Annual Rent
     Section 4.02.  Late Charges.
     Section 4.03.  Partial Payment.
     Section 4.04.  Net Lease.
ARTICLE 5 -PAYMENT OF TAXES, ASSESSMENTS, ETC 10
     Section 5.01.  Tenant's Payment Obligations.
     Section 5.02.  Taxation Method.
     Section 5.03.  Payment Statement.
     Section 5.04.  Contesting Impositions.
ARTICLE 6- SURRENDER
     Section 6.01.  Condition of Leased Premises
     Section 6.02.  Repair Obligations.
     Section 6.03.  Abandonment.
     Section 6.04.  Survival.
ARTICLE 7 -INSURANCE
     Section 7.01.       Pre-construction and Construction
Requirements.
     Section 7.02.       Lease Tenn Requirements.
     Section 7.03.       Mortgagees
ARTICLE 8 -LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS
     Section 8.01.       Landlord's Rights.
     Section 8.02.       Mortgagees' Rights
ARTICLE 9- REPAIR AND MAINTENANCE OF THE LEASED PREMISES
     Section 9.01.       Tenant's Obligations
     Section 9.02.       Landlord's Non-responsibility.
ARTICLE 10- COMPLIANCE WITH LA WS, ORDINANCES, ETC
     Section 10.01.      Compliance with Applicable Laws and
Ordinances
     Section 10.02.      Compliance with Insurance Policies.
ARTICLE 11 DISCHARGE OF LIENS
     Section 11.01.      Liens Prohibited. ,
     Section 11.02.      Discharge of Liens.
ARTICLE 12 USE OF LEASED PREMISES
     Section 12.01.      Use Allowed.
     Section 12.02.      Uses Not Allowed.
     Section 12.03.      Exclusive Use.
ARTICLE 13 -UTILITIES
ARTICLE 14- AL TERA TIONS TO THE LEASED PREMISES
     Section 14.01.      Alterations.
     Section 14.02.      Tenant Requirements
ARTICLE 15 .LANDLORD'S ENTRY
     Section 15.01.      Inspection, Repairs, and Compliance
ARTICLE 16 -INDEMNIFICA TION
     Section 16.01.      Indemnification.
     Section 16.02.      Obligation to Defend
ARTICLE 17 CONDEMNATION AND CASUAL TY
     Section 17.01.      Award
     Section 17.02.      Termination of Lease
     Section 17.03.      Partial Taking.
     Section 17.04.      Repair Obligations.
ARTICLE 18 .ASSIGNMENT
     Section 18.01.      Landlord's Consent Required.
     Section 18.02.      Documentation.
ARTICLE 19 DEFAULT AND REMEDIES
     Section 19.01.      Events of Default
     Section 19.02.      Remedies.
ARTICLE 20. TRANSFERS BY LANDLORD
     Section 20.01.      Sale of the Leased Premises.
     Section 20.02.      Subordination and Estoppel Certificate.
     Section 20.03.      limitation of Landlord's liability.
ARTICLE 21- TENANT'S AND LANDLORD'S RESPONSIBILITY REGARDING
ENVIRONMENTAL
LAWS AND HAZARDOUS SUBSTANCES
     Section 21.01.      Environmental Definitions.
     Section 21.02.      Compliance.
     Section 21.03.      Restrictions on Tenant :
     Section 21.04.      Notices, Affidavits, Etc.
     Section 21.05.      Landlord's Rights
     Section 21.06.      Indemnification.
     Section 21.07.      Existing Conditions.
ARTICLE 22- MORTGAGE FINANCING
     Section 22.01.      Leasehold Mortgage
     Section 22.02.      Rights of Leasehold Mortgagee
     Section 22.03.      Tenant's Mortgage Obligations
ARTICLE 23 -MISCELLANEOUS
     Section 23.01.      Benefit of Landlord and Tenant.
     Section 23.02.      Governing Law.

      Section 23.03.     Guaranty.

     Section 23.04.      Examination of Lease.

     Section 23.05.      Indemnification for Leasing Commissions.

     Section 23.06.      Notices

     Section 23.07.      Partial Invalidity; Complete Agreement

     Section 23.08.      Financial Statements.

     Section 23.09.      Representations and Warranties.

     Section 23. 10.     Agency Disclosure.

     Section 23./1.      Memorandum of Lease.

     Section 23.12.      Security Deposit.

      Section 23. 13.    Development Common Areas.

     Section 23.14.      Quiet Enjoyment

     Section 23.15.      Easement for Ingress and Egress

     Section 23.16.      Costs and Attorneys' Fees.

     Section 23.17.      Cooperation

     Section 23.18.      Representations and Covenants of Landlord.


     Section 23.19.      Breach of Covenant by the Parties.

      Section 23.20.     Tenants Continuous Use Obligation.

     Section 23.21.      Force Majeure

     Section 23.22.      Tenant's Continuous Use Obligation.

Exhibits

Exhibit A:     Site Plan
Exhibit A-I :  Leased Premises Legal Description (to be attached
               after Lease execution)
 Exhibit B:    Initial Estoppel Certificate
Exhibit C:     Declaration
Exhibit D:     [Intentionally Omitted.]
Exhibit E:     Unconditional Guaranty of Lease
Exhibit F:     Tenants Prototypical Plans and Specifications


                        NET GROUND LEASE

     THIS NET GROUND LEASE ("Lease"), made this 14th day of
October 1999, by and between DUKE- WEEKS REALTY LIMITED
PARTNERSHIP, an Indiana limited partnership ("Landlord"), and
CAPTEC STER AURORA LLC, an Illinois limited liability company
("Tenant").
                           WITNESSETH:


                 ARTICLE 1 -LEASE OF PREMISES --


SECTION 1.01. BASIC LEASE PROVISIONS.
The following constitute the "Basic Lease Provisions" of this
Lease:
A.    Development Name and Address: Meridian Shopping Center
                                    Northwest comer of Route 59
                                    and Meridian Pkwy.
                                    Aurora, IL 60504
B.   Leased Premises: Certain real estate consisting of
     approximately 2.1 acres, as further described in Section
     1.02 below

C.   Lease Term: The Lease Term shall consist of the Preliminary
     Term, the Initial Term, and any Extension Terms pursuant to
     Section 2.02:

Preliminary Term:   The period commencing on the Lease
               Commencement Date and expiring on the Rental
               Commencement Date unless earlier terminated as
               provided in Section 3.01D;

Initial Term:  The period commencing on the Rental Commencement
               Date and expiring twenty (20) years and zero (0)
               months thereafter unless earlier terminated as
               provided herein;

C-l.      Options to Renew: Four (4) options to renew for periods
of five (5) years each;

D.   Minimum Annual Rent:
          Preliminary Term:           See Item E below;

          Initial Term:    Years 1-5      $120,000.00 per year;
                           Years 6-10     $132,000.00 per year;
                           Years 11-15    $145,200.00 per year;
                           Years 16-20    $159,720.00 per year;

         Extension Terms:  Years 21-25    $175,692.00 per year;
                           Years 26-30    $193,261.20 per year;
                           Years 31-35    $212,587.32 per year;
                           Years 36-40    $233,846.05 per year;

E.   Monthly Rental Installments:

     Preliminary Term:

     Lease Commencement Date to Rental Commencement Date: $0.00
per month;

     Initial Term:  Months 1-60         $10,000.00 per month;
                    Months 61-120       $11,000.00 per month;
                    Months 121-180      $12,100.00 per month;
                    Months 181-240      $13,310.00 per month;

  Extension Terms:  Months 241-300      $14,641.00 per month;
                    Months 301-360      $16,105.10 per month;
                    Months 361-420      $17,715.61 per month;
                    Months 421-470      $19,487.17 per month;

F .  LEASE COMMENCEMENT DATE:      The date on which the later of
the parties hereto executes this Lease;

G.   RENTAL COMMENCEMENT DATE: The date which is the earlier of
     (i) the initial opening of Tenant's business on the Leased
     Premises, or (ii) one hundred twenty (120) days after
     expiration of the Inspection Period, as hereinafter defined;

H.   SECURITY DEPOSIT: None;

I.   BROKERS:  Duke- Weeks Realty Limited Partnership
     representing Landlord and Allen R. Joffe, Baum Realty Group,
     Inc./Pacific Realty Partners representing Tenant;

J.   PERMITTED USE:      The construction of not more than two
     (2) retail buildings, which buildings shall not exceed
     10,000 total square feet, for the retail sale of jewelry,
     diamonds, gold, silver, colored gemstones, watches, clocks,
     crystal, porcelain and gift items, and such other related
     items normally sold in other "Jared-The Galleria of Jewelry"
     stores, and, as incidental thereto, the repairs, handling,
     and/or the appraisal of the same, or any lawful retail use
     which does not conflict with any existing exclusive uses or
     the restrictions set forth in the declaration affecting the
     Leased Premises attached hereto and incorporated herein as
     Exhibit C ("Declarations"). Notwithstanding the foregoing,
     in no event shall the Leased Premises be used for the
     operation of a restaurant.


K.   ADDRESS FOR PAYMENTS AND NOTICES AS FOLLOWS:
     Landlord:      Duke-Weeks Realty Limited Partnership
                    Attn: Retail Property Management
                    4555 Lake Forest Drive, Suite 400
                    Cincinnati, OH 45242
With a Copy to:     Duke-Weeks Realty Limited Partnership
                    Attn: Legal Department
                    8888 Keystone Crossing, Suite 1200
                    Indianapolis, IN 46240
With Rental
Payments  to:       Duke-Weeks Realty Services Limited Partnership
                    P .0. Box 66259
                    Indianapolis, IN 46266
Tenant:             Captec Ster Aurora LLC
                    Attn: Gary Bruder, Senior Vice President
                    24 Frank Lloyd Wright Drive
                    Lobby L 4th Floor
                    P.O. Box 544
                    Ann Arbor, MI 48106-0544
With a Copy to:     Baker & Hostetler LLP
                    Attn: William L. Arnold, Esq.
                    3200 National City Center
                    1900 East North Street
                    Cleveland, OH 44114

                    Sterling Jewelers Inc.
                    Attn: Real Estate Department
                    375 Ghent Road
                    Akron, OH 44333

                    Turner, Brown & Knezevic PC
                    Attn: David A. Lum, E,sq. -
                    12th Floor National City'Bank Building 629
                    Euclid A venue
                    Cleveland, OH 44114

SECTION 1.02. LEASE OF PREMISES.

     Landlord  hereby leases to Tenant and Tenant  hereby  leases
from  Landlord,  subject  to  all of  the  terms  and  conditions
hereinafter set forth, certain real estate located in the City of
Aurora,

DuPage County, lllinois, consisting of approximately 2.1 acres as
designated on the "Site Plan" attached hereto as Exhibit  A  (the
"Leased  Premises"), the legal description of which  is  attached
hereto as Exhibit A-l. The Leased Premises are part of Landlord's
development  commonly  known  as Meridian  Shopping  Center  (the
"Development").

            ARTICLE 2 .TERM. DELIVERY AND POSSESSION

Section 2.01. Term.

     The  term of this Lease (the "Original Term") shall  be  the
period   of  time  specified  in  Section  1.01(C).   The  Rental
Commencement Date and the "Expiration Date" shall be confirmed by
Tenant  in  writing  within thirty (30)  days  after  the  Rental
Commencement  Date by Tenant's execution of an  Initial  Estoppel
Certificate  in  substantially the same  form  as  that  attached
hereto as Exhibit B.

Section 2.02. Option to Renew

     Provided Tenant is not then in default beyond any applicable
notice  and cure period, Tenant shall have the option  to  extend
the  Term  of  this  Lease for periods of  five  (5)  years  each
("Extension  Term(s)")  for up to four  (4)  Extension  Terms  if
Tenant  delivers  to  Landlord  on  or  before  the  one  hundred
eightieth (180th) day prior to the expiration of the Initial Term
or  an  .c  Extension Term, as the case may  be,  notice  of  its
election to extend this Lease. The terms and conditions for  each
Extension  Term shall be the same terms and conditions  contained
in  this Lease for the immediately preceding Term except that (A)
this provision giving four (4) extension options shall be amended
to  reflect the remaining options to extend, if any, and (B)  the
Minimum  Annual  Rent shall be adjusted as set forth  in  Section
1.01(D). If Tenant does not properly exercise its right to extend
this  Lease, this Lease, as it may be amended from time to  time,
shall  automatically  terminate on the  expiration  of  the  then
current Term or Extension Term.

Section 2.03. Landlord's Delivery Obligations.

     In  the  event Tenant does not terminate this Lease pursuant
to Section 3.01(D), Landlord shall deliver the Leased Premises to
Tenant  upon  expiration  of  the  Inspection  Period  in   as-is
condition  with all utilities as shown on the Survey (hereinafter
defined)  and with all access drives serving the Leased  Premises
as  shown on the Site Plan fully constructed and open subject  to
the following:
     (i)  The Inspection Period.


     (ii)      The Notice of Objection (hereinafter defined).


     (iii)      Any  matters  which  would  be  disclosed  by  an
accurate survey of the Leased Premises. .



                                   -4-


     (iv)        Present  and  future  zoning  laws,  ordinances,
resolutions, and regulations of the City of Aurora, Illinois, and
all  present and future ordinances, laws, regulations and  orders
of  all boards, bureaus, commissions and bodies of any municipal,
county,  state, or federal sovereigns now or hereafter having  or
acquiring  jurisdiction of the Leased Premises and  the  use  and
improvement thereof.

     (v)   All taxes, assessments, water charges and sewer rents,
accrued   or   unaccrued,  fixed  or  not   fixed,   subject   to
apportionment as provided herein.

     (vi)       Condition  and  state of  repair  of  the  Leased
Premises  as the same may be on the date hereof with  respect  to
which  Tenant does not object or waives the right to object.  THE
LEASED  PREMISES  IS LEASED SUBJECT TO ITS CONDITION  AS  OF  THE
COMMENCEMENT  OF  THIS  LEASE  AND  WITHOUT  REPRESENTATIONS   OR
WARRANTIES  OF ANY KIND BY LANDLORD EXCEPT AS EXPRESSLY  PROVIDED
HEREIN .

     (vii)      Future  easements to be granted  by  Landlord  or
current  easements  to  benefit  the  rest  of  the  Development,
including  but  not limited to, ingress and egress,  and  parking
easements and more specifically, the II Access Drives,"  and  the
"Utility Easement Area," all as generally designated on the  Site
Plan.  If any such future easements shall affect Tenant's use  or
occupancy  of  the  Leased  Premises  or  impose  any  additional
financial  obligation  on  Tenant,  Landlord  must  first  obtain
Tenant's   consent,  which  consent  shall  not  be  unreasonably
withheld, conditioned or delayed, before granting such easement.

Section 2.04. Holding Over.

If  Tenant  retains possession of the Leased Premises  after  the
expiration  or  earlier termination of this Lease,  Tenant  shall
become  a tenant from month to month at One Hundred Fifty Percent
(  150%  )  of  the  Monthly Rental Installment  for  the  Leased
Premises  in effect upon the date of such expiration  or  earlier
termination,   and  otherwise  upon  the  terms,  covenants   and
conditions herein specified, so far as applicable. Acceptance  by
Landlord  of  rent  after such expiration or earlier  termination
shall  not result in a renewal of this Lease. In the event  of  a
holdover  consented  to  by Landlord,  Tenant  shall  vacate  and
surrender the Leased Premises to Landlord upon Tenant being given
thirty  (30) days' prior written notice from Landlord  to  vacate
whether or not said notice is given on the rent paying date. This
Section 2.04 shall in no way constitute a consent by Landlord  to
any  holding  over  by  Tenant upon  the  expiration  or  earlier
termination of this Lease, nor limit Landlord's remedies in  such
event.


              ARTICLE 3 -TENANT'S CONSTRUCTION WORK


Section 3.01. Inspection Period.
A.    Landlord's  Materials.  Within fifteen  (15)  days  of  the
execution  of  this Lease, Landlord shall deliver to  Tenant  all
documents  and information respecting the Leased Premises  within
its  possession  including  its existing  survey,  title  policy,
environmental report and geotechnical report
                                        -5-

(collectively  the  "Materials").  Within  thirty  (30)  days  of
Tenant's  receipt of the Materials, Tenant shall provide  written
notice  to Landlord describing any title objections or objections
regarding the environmental report.

B.    Inspection  of the Leased Premises. Tenant and  its  agents
shall  have the right to enter upon the Leased Premises and  make
all  engineering, environmental and other tests  and  inspections
deemed  necessary  to satisfy Tenant as to the condition  of  the
Leased  Premises upon the date first to occur of  the  following:
(i)   Tenant  executes  a  right  of  entry  and  indemnification
agreement,  or (ii) this Lease is fully executed. All such  tests
shall  be  at  Tenant's  cost  and  expense.  Tenant  agrees   to
immediately  repair  any and all damage to  the  Leased  Premises
arising  or  resulting  from such inspection  by  Tenant  or  its
agents,  and Tenant shall defend, indemnify and hold the Landlord
harmless   from  all  claims  arising  or  resulting  from   such
inspection  or  from the entry of Tenant or its agents  onto  the
Leased Premises for any purpose.

C.     Title  and  Survey.  During  the  Inspection  Period   (as
hereinafter  defined),  Tenant, at  its  expense,  may  obtain  a
leasehold policy of title insurance (the "Title Commitment"), and
may,  at  its  expense, obtain a staked boundary  survey  of  the
Leased  Premises  (the "Survey") prepared by  a  registered  land
surveyor selected by Tenant. In the' event Tenant obtains a Title
Commitment  and/or Survey pursuant to this Section, Tenant  shall
provide  written notice of any objections to the Title Commitment
and  Survey  pursuant  to  Section 3.01(E).  Notwithstanding  the
foregoing,  Tenant  may  only object  to  matters  that:  (i)  in
Tenant's  sole  discretion, adversely affect the Leased  Premises
or.   Tenant's use or occupancy thereof; and (ii) did not  appear
in the Materials.

D.   Inspection Period. Tenant's obligations under this Lease are
subject to Tenant's inspection and review of the Leased Premises.
The  term "Inspection Period" shall mean and refer to the  period
commencing  on  the  Lease  Commencement  Date  and  expiring  on
December  31,1999.  Prior  to the expiration  of  the  Inspection
Period, Tenant shall satisfy or waive any conditions relating  to
governmental   consents,  approvals,  and   permits   needed   in
connection  with  Tenant's construction of  improvements  on  the
Leased Premises or Tenant's use thereof or terminate the Lease as
provided  below.  At  any  time  before  the  expiration  of  the
Inspection  Period, in the event Tenant is unable to  obtain  the
governmental consents, approvals, or permits needed in connection
with Tenant's construction of improvements on the Leased Premises
or  Tenant's  use thereof Tenant may notify Landlord  in  writing
that  this Lease is terminated. Upon Landlord's receipt of notice
of  termination  on  or before the expiration of  the  Inspection
Period,  this Lease shall become null and void and neither  party
shall  have  any  further liabilities or obligations  under  this
Lease  except  for  those  which, as expressly  provided  herein,
survive the termination of this Lease. If Tenant does not  notify
Landlord  in writing of its election to declare this  Leas~  null
and  void  on or before the expiration of the Inspection  Period,
this   Lease   shall  no  longer  be  contingent  upon   Tenant's
satisfaction of any conditions relating to governmental consents,
approvals,  and  permits  needed  in  connection  with   Tenant's
construction of improvements on the Leased Premises  or  Tenant's
use thereof .

E.    Notice  of Objection. At any time before the expiration  of
the  Inspection  Period, Tenant may notify  Landlord  in  writing
("Notice of objection") that Tenant objects to any matters  which
prevent  Tenant, in its sole discretion, from using or  occupying
the  Leased Premises as intended hereunder. Landlord may,  within
thirty  (30)  days  after receipt of a Notice of  Objection,  use
reasonable efforts to

                                   -6-

resolve such objection or, if such objection concerns any  matter
disclosed  on the Title Commitment or Survey (a "Title  Defect"),
obtain   affirmative  title  insurance  coverage   insuring   and
defending  against any loss, cost or expense arising  out  of  or
related  thereto  to  the  satisfaction of  Tenant  ("Affirmative
Coverage").   If  Landlord  is  unable  to  correct   or   obtain
satisfactory Affirmative Coverage over all defects set  forth  in
the  Notice  of  Objection  to Tenant's  reasonable  satisfaction
within  said thirty (30) days, then Landlord shall, at  any  time
before  the  end of said thirty-day period, so notify  Tenant  in
writing,  and  Tenant  shall, within  ten  (10)  days  after  the
Landlord  has  given  said  written notice,  notify  Landlord  in
writing  that it shall either (i) waive said defect(s),  or  (ii)
terminate this Lease. Upon Landlord's timely receipt of notice of
termination  (whether  after Notice of Objection  or  otherwise),
this  Lease  shall  become null and void and no  party  shall  be
liable  to the other for damages or otherwise, and neither  party
shall  have  any  further liabilities or obligations  under  this
Lease  except  for  those  which, as expressly  provided  herein,
survive the termination of this Lease.

Section 3.02. Plan Approval Period.

     Prior  to  the  expiration of the Inspection Period,  Tenant
shall  submit  to  Landlord for Landlord's approval  a  full  and
complete  set  of  the  architectural  and  landscape  plans  and
specifications for the building shell (the "Shell") and the  site
work  for  the building (the "Site Work") which shall  include  a
site  dimension  plan,  site grading plan,  site  lighting  plan,
proposed   building   pad  elevations,  and   exterior   building
elevations  for  Tenant's  building,  parking  lot  layout,   and
pavement   design,  which  plans  and  specifications  shall   be
substantially similar to Tenant's prototypical plans for a "Jared-
The  Galleria of Jewelry" store as attached hereto as  Exhibit  F
(the  "Preliminary Plans"). Landlord shall review the Preliminary
Plans  and  return  the  same to Tenant  marked  with  Landlord's
reasonable  objections  within fifteen (15)  days  of  Landlord's
receipt thereof from Tenant (the "Plan Approval Period").  Tenant
shall  make  reasonable changes to address Landlord's  objections
and   return  the  revised  Preliminary  Plans  to  Landlord  for
Landlord's final review and approval. If Landlord shall  fail  to
return the Preliminary Plans to Tenant with marked changes before
the expiration of the Plan Approval Period, the Preliminary Plans
as  submitted by Tenant shall be deemed approved by Landlord. The
plans and specifications for the building Shell and Site Work  as
approved  by Landlord shall be referred to as the "Final  Plans."
For  purposes  of this Section 3.02, "reasonable  changes"  shall
include  changes that are necessary so that Tenant's  Preliminary
Plans do not (i) materially reduce the market value of the Leased
Premises  or  the Development below its value immediately  before
such  work,  (ii) adversely affect the usefulness of  the  Leased
Premises or the Development, or (iii) are in compliance with  the
Declarations.  In  the event Landlord and Tenant  are  unable  to
agree  on the Preliminary Plans, after good faith efforts by  the
parties, then either party shall have the right to terminate this
Lease prior to the expiration of the Inspection Period.

Section 3.03. Construction

A.    Tenant, at its sole cost and expense, shall construct in  a
good  workmanlike manner all of the improvements and  supply  all
work~  labor,  materials and equipment necessary to complete  the
Shell  and Site Work and all improvements in accordance with  the
Final Plans. All building and parking improvements shall be self-
contained within the Leased Premises. All architectural and

                                   -7-


engineering  costs  associated  with  the  site  design,   public
improvements, and the Shell and Site Work shall be  paid  for  by
Tenant.

B.    Tenant  shall, at its sole cost and expense, construct  the
improvements  for  Tenant's  use  and  occupancy  of  the  Leased
Premises  other than the Shell and Site Work (the "Finish  Work")
including   without   limitation  interior  finishes,   electric,
plumbing  and  heating, ventilating and air-  conditioning  work,
architectural and engineering fees for space and all other  work,
labor and materials necessary to complete the Finish Work, all as
more  particularly  set forth in plans and specifications  to  be
prepared  by  Tenant  and  delivered to Landlord  (the  "Interior
Plans"). Tenant represents that the Shell and Site Work  and  the
Finish Work (together, "Tenant's Work") shall be constructed  and
shall  be  in  compliance with all applicable  local,  state  and
federal  laws, rules, orders, regulations, ordinances, the  Final
Plans, and the Interior Plans.
C.    Subject to Force Majeure (as hereinafter defined), Tenant's
Work shall be completed and Tenant's business shall be opened  by
October 31, 2000.

D.    Tenant  shall have the right to make changes from  time  to
time in the Interior Plans without Landlord's consent so long  as
such  changes  shall not have a material adverse  affect  on  the
value  of  the Leased Premises. Tenant shall not make  any  other
changes  to  the Final Plans without Landlord's prior review  and
written  approval,  which  approval  shall  not  be  unreasonably
withheld or delayed.

E.    Tenant  shall deliver to Landlord copies of as-built  plans
and   specifications  showing  the  reasonable  detail  of  major
improvements after completion of such improvements.

F.    On  completion of any building, or of any other improvement
requiring  the  same, Tenant will procure a final Certificate  of
Occupancy and deliver to Landlord a copy thereof.

G.    Upon completion of Tenant's Work, Tenant shall restore  any
and all portions of the Development damaged during performance of
Tenant's  Work by Tenant or its contractors, agents or  employees
to  substantially  the  same condition as existed  before  Tenant
commenced Tenant's Work.

Section 3.04. Ownership of Improvements upon Lease Termination.

Any  and  all  buildings, structures, alterations, addition~  and
improvements (specifically excluding Tenant's personal  property,
inventory,  trade fixtures and signage) upon the Leased  Premises
(the  "Improvements") shall be the property of Landlord and shall
be  surrendered to Landlord in accordance with the provisions  of
Article 6 hereof.


                                        -8-

                   ARTICLE 4-RENT Section 4.01

Minimum Annual Rent.

Commencing on the Rental Commencement Date, Tenant shall  pay  to
Landlord as Minimum Annual Rent for the Leased Premises  the  sum
specified  in  Item  D of the Basic Lease Provisions  payable  in
equal  consecutive Monthly Rental Installments  as  specified  in
Item  E  of the Basic Lease Provisions in advance and, except  as
otherwise    provided   herein,   without   demand,    deduction,
counterclaim  or  offset and without relief  from  valuation  and
appraisement laws, on or before the first day of each  and  every
calendar  month  during the term of this  Lease.  If  the  Rental
Commencement Date shall be a day other than the first  day  of  a
calendar  month or the Expiration Date shall be a day other  than
the  last day of a calendar month, the Monthly Rental Installment
for  such first or last fractional month shall be prorated on the
basis  of the number of days during the month this Lease  was  in
effect in relation to the total number of days in such month.

Section 4.02. Late Charges.

In  the  event any Monthly Installment Rent or any other monetary
obligation  required to be paid by Tenant to Landlord under  this
Lease  is  not received by Landlord within five (5) days  of  the
date  the same shall be due and payable, Tenant shall pay a  late
charge  to Landlord in the amount of five percent (5%) per  month
of  any overdue amount. In addition, in the event that any  check
or  other  deposit item given by Tenant to Landlord  is  returned
unpaid  or dishonored by the financial institution upon which  it
is  drawn,  Tenant shall pay to Landlord, upon demand, a  service
charge  of  One  Hundred Dollars ($100.00). Landlord  and  Tenant
agree  that  the above- stated charges are designed to  reimburse
Landlord  for additional costs and expenses incurred by  Landlord
in  connection  with the collection, handling and  processing  of
overdue  installments of Rent and additional rent and of returned
deposit items;

Section 4.03. Partial Payment.

No  payment by Tenant or receipt and acceptance by Landlord of  a
lesser  amount than the Minimum Annual Rent or other payments  to
Landlord required hereunder shall be deemed to be other than part
payment  on account of the full amount then due and payable,  nor
shall  any  endorsement or statement on any check or  any  letter
accompanying  any  check, payment of rent  or  other  payment  be
deemed  an accord and satisfaction; and Landlord may accept  such
part payment without prejudice to Landlord's right to recover the
balance due and payable or pursue any other remedy in this  Lease
or at law provided.

Section 4.04. Net Lease.

It  is the purpose and intent of Landlord and Tenant that this is
a  net lease and that the Minimum Annual Rent and all other  sums
payable  by  Tenant  under  this Lease shall,  except  as  herein
otherwise  provided, be absolutely net to Landlord so  that  this
Lease  shall  yield, net, to Landlord all sums  specified  to  be
received   by   Landlord,  and  that  all  costs,  expenses   and
obligations of every kind and nature whatsoever relating  to  the
Leased  Premises  or any improvements thereon, except  as  herein
otherwise provided, which may arise or become due during the term
of this

                                   -9-


Lease  Term  shall be paid by Tenant and that Landlord  shall  be
indemnified  and  saved harmless by Tenant from and  against  the
same.

         ARTICLE 5 -PAYMENT OF TAXES. ASSESSMENTS. ETC.

Section 5.01. Tenant's Payment Obligations.

     Tenant  shall  payor  cause to be  paid,  before  any  fine,
penalty,  interest  or  cost may be added thereto  for  the  non-
payment  thereof, all taxes (or service payments made in lieu  of
taxes),  assessments, water and sewer rents, rates  and  charges,
license  fees  or  rentals, levies, and  permit  fees  and  other
governmental   charges,   general  and  special,   ordinary   and
extraordinary,  foreseen and unforeseen, of any kind  and  nature
whatsoever  (all such taxes, assessments, water and sewer  rents,
rates  and  charges, levies, license and permit  fees  and  other
governmental   charges   being   hereinafter   referred   to   as
"Impositions" and any of the same being hereinafter referred to .
as  an  "Imposition") which at any time during the term  of  this
Lease are incurred or becom6 due and payable out of or in respect
of  the  Leased Premises or any part thereof or any  improvements
thereon.

Section 5.02. Taxation Method.

If  at  any  time during the Lease Term the methods  of  taxation
prevailing at the commencement of the Lease Term hereof shall  be
altered  so that in lieu of or as a substitute for the  whole  or
any  part  of  the  Impositions imposed on real  estate  and  the
improvements thereon, there shall be levied, assessed and imposed
an Imposition or charge, wholly or partially as a capital levy or
otherwise,  on the rents received there from, or measured  by  or
based  in  whole or in part upon the Leased Premises and  imposed
upon  Landlord, then all such Impositions or charges or the  part
thereof  so  measured or based, shall be deemed  to  be  included
within  the term "Impositions" for the purpose hereof, and Tenant
shall  pay and discharge the same as herein provided with respect
of  the payment of Impositions. Tenant shall, in addition to  the
foregoing,  pay any new tax of a nature not presently  in  effect
but which may be hereafter levied, if such tax shall be based  on
or  arise  out of the ownership, use or operation of  the  Leased
Premises.  Notwithstanding the above,  nothing  herein  contained
shall  require  Tenant to pay (i) any transfer,  documentary,  or
stamp tax of Landlord; (ii) any tax upon the income, profits,  or
business of Landlord, or (iii) any personal taxes, payroll taxes,
capital  levy, franchise taxes, inheritance, or estate  taxes  of
Landlord,  even though such taxes may become a lien  against  the
Leased Premises or the Development.

Section 5.03. Payment Statement.
Tenant  shall furnish to Landlord ( or if requested by  Landlord,
to  any  fee mortgagee) at least ten (10) days prior to the  date
when   any  Imposition  on  the  Leased  Premises  would   become
delinquent, evidence reasonably satisfactory to Landlord or  such
mortgagee, evidencing the payment thereof.
                              -10-


Section 5.04. Contesting Impositions.

Notwithstanding  Section 5.03, Tenant shall  have  the  right  to
contest  in  good faith by appropriate proceedings,  at  Tenant's
expense,  the  amount or validity in whole  or  in  part  of  any
Imposition  on the Leased Premises; and Tenant may defer  payment
thereof to the extent that such deferral is permitted by law.  If
such  deferral is not permitted by law then Tenant shall pay such
Imposition prior to contesting it.

                       ARTICLE 6-SURRENDER

Section 6.01. Condition of Leased Premises.

Tenant  shall,  on the last day of the term or upon  any  earlier
termination  of this Lease, promptly and peaceably surrender  and
deliver  up  the  Leased  Premises to  Landlord  in  good  order,
condition  and  repair  (normal  wear  and  tear,  casualty   and
condemnation  excepted),  free and  clear  of  all  lettings  and
occupancies,  and  free and clear of all liens  and  encumbrances
other  than those, if any, of Landlord's or existing at the Lease
Commencement Date, without any payment or allowance  whatever  by
Landlord  on  account of any improvements which  may  be  on  the
Leased Premises.

Section 6.02. Repair Obligations.

Any trade fixtures installed on the Leased Premises by Tenant  at
its  own expense, such as movable partitions, counters, shelving,
showcases, mirrors, furniture and the like, may be removed on the
expiration  or  earlier termination of this Lease, provided  that
Tenant  bears the cost of such removal, and repairs  at  its  own
expense any and all damage to the Leased Premises resulting  from
such removal.

Section 6.03. Abandonment.

Any  personal property or trade fixtures of Tenant which  remains
in  the  Leased Premises after the termination of this Lease  and
the removal of Tenant from the Leased Premises may, in Landlord's
sole discretion and upon five (5) days' written notice to Tenant,
be  deemed  to  have  been abandoned by Tenant  and  retained  by
Landlord  as  its  property or disposed of by  Landlord,  without
accountability  to Tenant, in such manner as Landlord  sees  fit.
Upon  written notice to Tenant to such effect, any such  disposal
shall be at Tenant's sole cost and expense- Landlord shall not be
responsible for any loss or damage occurring to any such property
owned  by  Tenant or any other person or entity which remains  on
the  Leased  Premises after the expiration or earlier termination
of  this  Lease,  regardless of whether such loss  is  caused  by
negligence  of  Landlord or its employees,  officers,  licensees,
invitees  or  contractors, but Landlord shall be responsible  for
its  intentional misconduct or those of its employees,  officers,
or contractors.


                                   -11-


Section 6.04. Survival.

The provisions of this Article 6 shall survive any termination of
this Lease.

                       ARTICLE 7-INSURANCE

Section 7 .01. Pre-construction and Construction Requirements.

Before  commencing construction of the improvements on the Leased
Premises in accordance with the provisions of this Lease,  Tenant
shall  procure  and  keep in effect during  the  period  of  such
construction  insurance  as will protect  it  and  Landlord  from
claims  for  damages, including coverage for premises/operations,
underground  explosion,  collapse hazard,  completed  operations,
contractual liability and all risk property damage with a  single
combined  public liability limit of not less than  Three  Million
and   00/100   Dollars  ($3,000,000.00),  and  property.   damage
liability  limits  of  not  less than Three  Million  and  00/100
Dollars  ($3,000,000.00), whether such operations be  by  Tenant,
its  contractor  or by any subcontractor, materialmen  or  anyone
directly or indirectly employed by any of them.

Section 7.02. Lease Term Requirements.

A.     All  Risk Insurance. Tenant shall at all times during  the
term of this Lease carry a policy of insurance which insures  the
Leased  Premises  and  all improvements of any  kind  and  nature
(including  but  not  limited  to  any  additions,  replacements,
alterations or improvements made fr9m time to time), against loss
or  damage by fire or other casualty (namely, the perils  against
which  insurance is afforded by a standard fire insurance  policy
and  extended  coverage, " All Risk" endorsement)  for  the  full
replacement  value thereof. Tenant shall cause Landlord  and  its
mortgagee  of  which  Tenant  has  been  given  notice,  if   any
("Landlord's  Mortgagee"),  to be  named  as  a  loss  payee  and
additional insured on such insurance and shall provide that  such
insurance  may  not be cancelled on less than thirty  (30)  days'
prior  written notice to Landlord or Landlord's Mortgagee. Tenant
shall provide Landlord with a certificate of insurance evidencing
such coverage.

B.    Liability Insurance. Tenant shall at all times  during  the
term  of  this  Lease  carry, at its own  expense,  one  or  more
policies   of  general  public  liability  and  property   damage
insurance, issued by one or more insurance companies licensed  to
do  business in the State of Illinois, with the following minimum
coverages  against  loss of or damage or  injury  to  any  person
(including  death resulting therefrom) or property occurring  in,
on" or about the Leased Premises:

(i) Worker's Compensation          minimum statutory amount.


                              -12-


(ii) Commercial  General             not  less   than $3,000,000
     Liability Insurance,            Combined   Single Limit
     including Blanket,              for both bodily injury
     Contractual Liability           and property damage.
     Broad Form Property
     Damage, Personal Injury
     Completed Operations,
     Products Liability,
     Fire Damage.

(iii)      Fire  and Extended Coverage, Vandalism  and  Malicious
Mischief, and Sprinkler Leakage insurance, for the full  cost  of
replacement of Tenant's Property.

(iv)   Boiler   and   Machinery     limits reasonably required
       Insurance                    by Landlord from time  to
                                    time.

C.    Such insurance policy or policies shall protect Tenant  and
Landlord  as  their  interests may appear,  naming  Landlord  and
Landlord's  Mortgagee as additional insureds  and  shall  provide
that  they  may not be cancelled on less than thirty  (30)  days'
prior  written notice to Landlord. Tenant shall furnish  Landlord
with  Certificates of Insurance evidencing such coverage.  Should
Tenant  fail  to carry such insurance required to be obtained  by
Tenant  hereunder  and  furnish  Landlord  with  certificates  of
insurance after a request to do so, Landlord shall have the right
to  obtain  such  . insurance and collect the cost  thereof  from
Tenant as additional rent.

D.    Waiver of Subrogation. Notwithstanding any provision to the
contrary,  Landlord and Tenant do hereby waive any and all  right
of  recovery, claim, action or cause of action against the other,
their  respective agents and employees, for any  loss  or  damage
that  may occur to the Leased Premises or the Development or  any
additions  or improvements thereto, or any contents  therein,  by
reason of fire, the elements or any other cause which is or would
be  covered by any insurance required to be maintained under this
Lease, regardless of cause or origin, including the negligence of
Landlord or Tenant, or their respective agents and employees. All
insurance  policies carried by either party covering  the  Leased
Premises  and/or the Development, including but  not  limited  to
contents,  fire  and  other casualty insurance,  shall  expressly
waive  any  right  on the part of the insurer against  the  other
party  for damage to or destruction of the Leased Premises and/or
the Development resulting from the acts or omissions of the other
party.


E.    Self-Insurance. Notwithstanding anything  to  the  contrary
contained in this Article 7, Tenant may, at its option, elect  at
any  time  during  the term of this Lease not to carry  insurance
required  under this Article, and to "self-insure"  against  such
risks  provided that (i) Tenant or its parent corporation has  in
effect  a program of "self insurance" insuring Tenant as a  named
insured  against such risks, which program complies with any  and
all  applicable laws with respect to self insurance in the  State
of  lllinois;  (ii)  Tenant  or its parent  corporation  has  and
maintains  a  net  worth sufficient to sustain a  self  insurance
program as evidenced by documentation reasonably satisfactory  to
Landlord; and (iii) the failure to carry such insurance does  not
violate any law.

                                   -13-


statute,   code,   act,  ordinance,  order,   judgment,   decree,
injunction,  rule, regulation, permit, license, authorization  or
other   requirement  which  is  issued  by  any   government   or
governmental agency with jurisdiction over the Leased Premises or
which is applicable to Tenant in the conduct of its business.

Section 7.03.Mortgagees.

Any  mortgagee of the leasehold estate or of the fee estate shall
have the right to be named as an additional insured and on any or
all  policies required of Tenant in this Article 7 shall have the
right  to  participate  in  the settlement  of  losses  as  their
interests appear. The Leasehold Mortgagee (as defined in  Article
22  below) shall be entitled to control the proceeds from any  of
the  foregoing insurance coverages; provided, however,  that  the
proceeds will be used in accordance with the provisions  of  this
Lease;  and provided further that Landlord's Mortgagee identified
in  writing to Leasehold Mortgagee prior to the casualty shall be
consulted  with  respect to the appropriate application  of  such
proceeds,  but  such  consultation shall not afford  any  consent
rights to Landlord's Mortgagee.

         ARTICLE 8 -LANDLORD'S RIGHT TO PERFORM TENANT'

Section 8.01. Landlord's Rights.

If  Tenant  shall  at  any time fail to  pay  any  Imposition  in
accordance  with the provisions of hereof; or to  take  out,  pay
for,  maintain  or  deliver  any of  the  insurance  policies  or
certificates therefor, as provided for herein; or shall  fail  to
make  any payment of insurance required hereby; or shall fail  to
make any other payment or perform any other act on its part to be
made  or  performed pursuant to the terms and conditions of  this
Lease, then Landlord and/or the fee mortgagee, without waiving or
releasing Tenant from any obligation of Tenant contained in  this
Lease   or  from  any  default  by  Tenant  and  without  waiving
Landlord's right to take such action as may be permissible  under
this Lease as a result of an Event of Default, may (but shall  be
under no obligation to), after any notice required by this Lease:

A.    Pay  any  Imposition  payable by  Tenant  pursuant  to  the
provisions hereof; or

B.    Take  out,  pay  for, and maintain  any  of  the  insurance
policies required hereby; or
C.   Make any other payment or perform any other act on Tenant's
part to be made or
performed as in this Lease provided.


Section 8.02. Mortgagees' Rights
Landlord  or its fee mortgagee may enter upon the Leased Premises
at reasonable times and
upon  prior  written  notice for any of  the  above  purposes  in
accordance with Section 15.01, and Landlord or its fee  mortgagee
may take all such action thereon as may be necessary therefor.


                              -14-

ARTICLE 9- REPAIR AND MAINTENANCE OF THE LEASED PREMISES

Section 9.01. Tenant's Obligations.

Throughout the term of this Lease, Tenant, at its sole  cost  and
expense,  shall take good care of the Leased Premises  and  shall
keep  the  same  in  good  order and condition  pursuant  to  its
obligations  hereunder  and make all necessary  repairs  thereto,
interior  and  exterior, structural and non-structural,  ordinary
and  extraordinary, and foreseen and unforeseen. All repairs made
by  Tenant  shall be performed in a good and workmanlike  manner.
Tenant  shall put, keep and maintain all portions of  the  Leased
Premises  and  the  sidewalks, curbs, alleyways  and  passageways
thereon  in a clean and orderly condition, substantially free  of
dirt,   rubbish,   trash,   litter,  snow,   ice   and   unlawful
obstructions.

Section 9.02. Landlord's Non-responsibility

Except  as  specifically set forth in this Lease, Landlord  shall
not  be  required to furnish to Tenant any facilities or services
of  any kind whatsoever during the term, such as, but not limited
to,  domestic or fire water, steam, heat, gas, electricity, light
and  power.  Landlord shall in no event be required to  make  any
alterations,   rebuilding,  replacements,   changes,   additions,
improvements  or  repairs during the term of this  Lease,  unless
caused by the negligence or intentional misconduct of Landlord or
its  employees, officers, or contractors or invitees,  except  in
the case of Landlord's exercising its rights pursuant to Sections
8.01  (C)  and  15.01 (A)(ii), in which event Landlord  shall  be
liable  only  in the event of its gross negligence or intentional
misconduct.

       ARTICLE 10 -COMPLIANCE WITH LA WS. ORDINANCES. ETC

Section 10.01. Compliance with Applicable Laws and Ordinances.

Except as otherwise provided herein, throughout the term of  this
Lease,  Tenant at its sole cost and expense shall promptly comply
with  all  present  and future laws, ordinances,  orders,  rules,
regulations and requirements of all federal, state and  municipal
governments,   departments,  commissions,  boards  and   offices,
foreseen  or  unforeseen,  ordinary  as  well  as  extraordinary,
including  but  not limited to all environmental requirements  of
any  kind which may be applicable to the Leased Premises and  the
sidewalks,  alleyways, passageways, curbs, and vaults within  the
same or to the use or manner of use of the Leased Premises.

Section 10.02. Compliance with Insurance Policies.

Tenant shall likewise observe and comply with the requirements of
all  policies of public liability insurance, fire and  all  other
policies of insurance required to be maintained by Tenant at  any
time in force with respect to the Leased Premises, whether or not
such  observance  or  compliance is required  by  reason  of  any
condition, event or circumstance existing prior to or  after  the
commencement of the Lease Term.


                                   -15-


                  ARTICLE 11 DISCHARGE OF LIENS

Section 11.01. Liens Prohibited.

Tenant shall not create or permit to be created or to remain, and
shall  discharge,  insure  over, or  bond  over  any  mechanic's,
laborer's  or  materialman's lien or any  other  lien,  claim  or
damage  which  might be or become a lien, encumbrance  or  charge
upon  the  Leased Premises. Tenant shall not have  the  power  to
subject  the interest of Landlord in the Leased Premises  or  any
part  thereof to any mechanic's, laborer's or materialmen's  lien
or any other lien of any kind.

Section 11.02. Discharge of Liens.

If  any  mechanic's, laborer's, materialman's, or  other  similar
lien shall at any time be recorded against the Leased Premises or
any  part  thereof,  Tenant, within thirty (30)  days  after  the
filing  thereof, shall cause the same to be discharged of  record
by payment, deposit, bond, insurance over, or order of a court of
competent  jurisdiction  or  otherwise.  In  the  event  Landlord
receives  notice  of any lien filed with respect  to  the  Leased
Premises,  Landlord shall send such notice to Tenant and  to  any
Leasehold  Mortgagee  of  which Tenant  has  provided  notice  to
Landlord  pursuant to Article 22. If Tenant shall fail  to  cause
such lien to be discharged within the period aforesaid, then,  in
addition  to any other right or remedy, Landlord may,  but  shall
not  be  obligated to, discharge the same either  by  paying  the
amount  claimed to be due or by procuring the discharge  of  such
lien by deposit or by bonding proceedings, and in any such event,
Landlord shall be entitled, if Landlord so elects, to compel  the
prosecution of an action for the foreclosure of such lien by  the
lienor  and  to pay the amount of the judgment in  favor  of  the
lienor with interest, reasonable costs and allowances. Any amount
so  paid  by  Landlord  and all reasonable  costs  and  expenses,
including  but  not  limited  to  attorneys'  fees,  incurred  by
Landlord in connection therewith, together with interest  thereon
at the rate of twelve percent (12%) per annum from the respective
dates  of  Landlord's making of the payment or incurring  of  the
cost  and  expense, shall constitute additional rent  payable  by
Tenant  under this Lease and shall by paid by Tenant to  Landlord
within ten (10) days after notice.

                ARTICLE 12 USE OF LEASED PREMISES

Section 12.01. Use Allowed.

A.    Tenant  shall  use  and maintain the  Leased  Premises  and
conduct its business thereon in a safe, careful, reputable manner
and  in  compliance  witt1 all laws, rules, regulations,  orders,
ordinances,  directions  and  requirements  of  any  governmental
authority  or agency, now in force or which may hereafter  be  in
force, including without limitation those which shall impose upon
Landlord  or  Tenant any duty with respect to or triggered  by  a
change  in  the  use  or  occupation of, or  any  improvement  or
alteration to, the Leased Premises.

B.   Tenant shall not use or allow the Leased Premises to be used
for  any  unlawful  purpose or in violation of any  existing  and
recorded restrictive covenants or easements burdening the  Leased
Premises from time to time, a certificate of occupancy issued for
the Leased Premises or

                              -16-
any  part thereof, or which shall, in law, constitute a nuisance,
public  or  private,  or which shall make void  or  voidable  any
insurance then in force with respect thereto. Tenant shall  abide
by  all  current and future zoning provisions and any  successive
laws or requirements of any kind.

C.     The  Leased Premises shall be used only for  the  purposes
stated  in  Item J of the Basic Lease Provisions unless  Landlord
gives  its prior written consent to a different use. Tenant shall
open  and operate the Leased Premises for business to the  public
as  a "Jared -The Galleria of Jewelry" store for at least one (1)
day  within one hundred fifty (150) days of the expiration of the
Inspection Period.

Section 12.02. Uses Not Allowed.

Tenant  shall  not suffer or permit the Leased  Premises  or  any
portion  thereof  to  be  used by the public,  as  such,  without
restriction or in such manner as might reasonably make possible a
claim   or  claims  of  adverse  usage,  adverse  possession   or
prescription by the-public, as such; or of implied dedication, of
the  Leased  Premises  or  any  portion  thereof.  Tenant  hereby
acknowledges that Landlord does not hereby consent, expressly  or
by  implication,  to the unrestricted use or  possession  of  the
whole  or  any portion of the Leased Premises by the  public,  as
such.

Section 12.03. Exclusive Use.

     During  the Lease Term, so long as Tenant is not in material
default hereunder, Landlord covenants and agrees that it will not
operate or lease any portion of the Development to a tenant whose
primary  business is the retail sale of jewelry, diamonds,  gold,
silver,  and  colored gemstones (the "Covenant"). Notwithstanding
the   foregoing,  this  provision  does  not  prohibit  (i)  such
operation  to exist under any current leases, including  renewals
or  expansions thereof; or (ii) the incidental sale  of  jewelry.
Landlord shall not be in default under this Section 12.03  unless
and  until  (i)  Landlord fails to cure any breach hereof  within
thirty (30) days after written notice from Tenant to Landlord, or
such  longer  period  of  time as may be  required,  so  long  as
Landlord  commences to cure such default within such thirty  (30)
day  period  and  thereafter  diligently  pursues  such  cure  to
completion;  and (ii) Tenant's Gross Sales during the  period  of
Landlord's breach hereof decrease, due to Landlord's breach  (and
not   due  to  any  other  cause  or  reason,  including  without
limitation, Tenant's failure to be open and operating with a full
staff  and  full  inventory during all  Regular  Business  Hours,
without exception), by more than ten percent (10% ) of the amount
of Tenant's Gross Sales for the like period immediately preceding
Landlord's  breach. In the event of Landlord's  uncured  default,
Tenant   shall   have   as  its  sole  and  exclusive   remedies,
notwithstanding anything to the contrary contained in this Lease,
the  following:  (i) injunctive relief; and  (ii)  the  right  to
terminate  this  Lease upon written notice to Landlord  delivered
within thirty (30) days after the date of Landlord's default.  In
the  event Tenant does not exercise its right to terminate within
such  thirty  (30)  day period, Tenant's right to  terminate  the
Lease  shall  expire and Tenant shall be deemed  to  have  waived
Landlord's  default  with  respect to  the  particular  offending
tenant, occupant or user of space within the Shopping Center, but
shall  not  be  deemed to have otherwise waived or  released  its
rights  hereunder  with  respect  to  any  other  future  tenant,
occupant or user of space in the Shopping Center. With respect to
the  remedy  provided  in subparagraph (i)  above,  Landlord  and
Tenant

                             -17-

understand   and  agree  that  the  covenants,  obligations   and
agreements  contained in this paragraph 12.03 are of  a  special,
unique,  and extraordinary character, which gives them a peculiar
value,  the  loss  of  which cannot be reasonably  or  adequately
compensated in damages in an action at law, and that a breach  of
the  provisions  contained in this paragraph  will  cause  Tenant
great  and  irreparable injury and damage. Further, Landlord  and
Tenant  agree  that Tenant shall be entitled to the  remedies  of
temporary    restraining   order,   preliminary   and   permanent
injunction,  specific performance and other equitable  relief  to
prevent any breach or potential breach of this paragraph.

Landlord  and Tenant further covenant and agree that Landlord  is
not  and  shall not be obligated to enforce the Covenant  against
any  person  if by so doing it shall be in breach  of  any  laws,
rules,  regulations or enactments from time to time in force  and
no  provision  of  this  Lease is intended  to  apply  or  to  be
enforceable to the extent that it would give rise to any  offense
under  any  relevant statute, or any statute that may be  enacted
with  similar  intent,  as  from time  to  time  amended.  Tenant
acknowledges  that the Covenant has been granted  solely  at  the
request   of  Tenant,  and  accordingly  Tenant  shall   promptly
indemnify and hold harmless Landlord from and against any  claims
made  against  Landlord  in connection therewith,  whether  of  a
criminal or civil nature, and Tenant shall reimburse Landlord for
any  and  all costs and expenses incurred in connection with  any
such claims, including all legal fees (on a solicitor and his own
client basis) and expenses.

                      ARTICLE 13 -UTILITIES

Tenant  shall pay all costs of obtaining utilities to  serve  the
Leased  Premises,  including but not limited to connection  fees,
tap  fees,  usage fees, and the like. Landlord does not represent
or  warrant the uninterrupted availability of such utilities, and
any  such  interruption  shall  not  be  deemed  an  eviction  or
disturbance of Tenant's right to possession, occupancy and use of
the  Leased  Premises  or any part thereof,  or  render  Landlord
liable  to  Tenant for damages by abatement of rent or otherwise,
or  relieve  Tenant from the obligation to perform its  covenants
under this Lease.

         ARTICLE 14 -ALTERATIONS TO THE LEASED PREMISES

Section 14.01. Alterations.

After  completion of Tenant's work, Tenant shall not  permit  any
alterations  in or to the Leased Premises unless  and  until  the
plans  have  been approved by Landlord in writing, such  approval
not   to   be  unreasonably  withheld,  conditioned  or  delayed.
Notwithstanding,  Landlord's consent shall not  be  required  for
interior   non-structural   alterations.   Landlord   shall   not
unreasonably  withhold, condition or delay  its  consent  to  any
alterations  for  which Landlord's consent is required,  provided
such  are  in  compliance with all applicable  laws,  and  Tenant
complies with the requirement set forth in this Article 14. As  a
condition of such approval if approval is required, Landlord  may
require  Tenant to remove the alterations and restore the  Leased
Premises  upon termination of this Lease, provided  Landlord  and
Tenant  agree  in  writing  at the time  of  approval  upon  such
eventual removal; otherwise, all such alterations shall become  a
part of the realty and the property of Landlord, and shall not be
removed by Tenant. Tenant shall ensure that all alterations shall
be  made in accordance with all applicable laws, regulations  and
building codes,


                              -18-

in  a  good  and workmanlike manner and of quality  equal  to  or
better than the original construction of the Leased Premises  and
Tenant's Work.

Section 14.02. Tenant Requirements.

A.   Before beginning any permitted demolition or construction of
any  improvements on the Leased Premises, or letting any contract
relating  to  the  construction  of  a  new  building  or   other
improvement, Tenant will comply with Article 11 hereof.

B.    Before  making any permitted alteration or before beginning
the  demolition of any improvements which may at any time  be  on
the  Leased  Premises, or letting any contracts relating  to  the
construction  of  a  new  building or improvement,  Tenant  shall
supply  Landlord with such endorsement to the existing  insurance
policies as shall be necessary to cover the contemplated work.

               ARTICLE I5 LANDLORD'S ENTRY RIGHTS

Section 15.01. Inspection. Repairs. and Compliance.


A.     Tenant   shall   permit  Landlord   and   its   authorized
representatives to enter the Leased Premises in the  presence  of
Tenant's on-site manager at all reasonable times upon twenty-four
(24)  hours  ' prior notice to Tenant except in the event  of  an
emergency,  in which event Landlord shall use good faith  efforts
to give reasonable notice under the circumstances for the purpose
of:

     (i)  Inspecting the same;

     (ii)        Making   any  necessary  repairs   thereto   and
performing any work therein that may be permitted by the terms of
Section 8.01 hereto. Nothing herein shall imply any duty upon the
part of Landlord to do any such work; and performance thereof  by
Landlord shall not constitute a waiver of an Event of Default  in
failing to perform the same;

     (iii)     Complying with the restrictive covenants and rules
and  regulations affecting the Leased Premises, if any, including
making  repairs, providing utilities, and placement  of  signage;
provided, however, that Landlord shall (a) give Tenant reasonable
advance notice (except in an emergency) that Landlord intends  to
perform  such work, (b) repair any damage to the Leased  Premises
resulting  from  such work, and (c) protect, indemnify  and  save
harmless  Tenant and Tenant's successors and assigns against  and
from all liabilities, obligations, damages, penalties, mechanic's
liens,  claims,  costs, charges and expenses  (including  without
limitation  attorneys' fees and expenses)  of  whatever  kind  or
nature,  which  may be imposed upon or incurred  by  or  asserted
against  Tenant, or Tenant's successors and assigns, directly  or
indirectly, by reason of Landlord's entry on the Leased  Premises
and  performance of such work; and (d) not unreasonably interfere
with Tenant's use of the Leased Premises.


                                   -19-

     (iv)      Showing the same (a) to prospective purchasers  of
the  Leased Premises at any time prior to the expiration  of  the
term  of this Lease, and (b) to prospective tenants of the Leased
Premises  at any time within one (1) year prior to the expiration
of the term of this Lease.

B.    In  performing  any work on the Leased  Premises,  Landlord
shall  minimize any disruption of the use of the Leased  Premises
by  Tenant, and Landlord shall not unreasonably impair the access
to  the improvements, if any, constructed on the Leased Premises.
Notwithstanding  the  foregoing,  except  in  the  case   of   an
emergency, Landlord shall not perform any work hereunder  on  the
Leased  Premises  during the period of time between  Thanksgiving
and Christmas.

c.    During  the  progress of any work in  the  Leased  Premises
performed by Landlord pursuant to the provisions of this  Section
15.01;   Landlord  may  keep  and  store  thereon  all  necessary
materials, tools, supplies and equipment at a reasonable location
designated   by  Tenant.  Landlord  shall  not  be   liable   for
inconvenience, annoyance, disturbance, loss of business or  other
damage  of  Tenant  by  reason  of making  such  repairs  or  the
performance  of  any such work which is performed  in  accordance
with  the  requirements of this Section 15.01, or on  account  of
bringing materials, tools, supplies and equipment into the Leased
Premises  during the course thereof, except to the extent  caused
by  the gross negligence or intentional misconduct of Landlord or
its  employees,  contractors or invitees and the obligations  of.
Tenant under this Lease shall not be affected thereby.

                   ARTICLE 16 -INDEMNIFICATION

Section 16.01. Indemnification.

Tenant  shall  protect, indemnify and save harmless Landlord  and
Landlord's   successors  and  assigns  against   and   from   all
liabilities,  obligations,  damages,  penalties,  claims,  costs,
charges  and  expenses  (including without limitation  attorneys'
fees  and  expenses), of whatever kind or nature,  which  may  be
imposed  upon  or  incurred by or asserted against  Landlord,  or
Landlord's  successors and assigns, directly  or  indirectly,  by
reason  of any loss of or damage or injury, caused by Tenant,  or
Tenant's agents, employees, or invitees, to any person (including
death resulting therefrom) or property occurring in, on, or about
the  Leased Premises and Tenant hereby releases Landlord from any
and all liability for the same.

Landlord  shall protect, indemnify and save harmless  Tenant  and
Tenant's successors and assigns against and from all liabilities,
obligations,  damages,  penalties,  claims,  costs,  charges  and
expenses  (including  without  limitation  attorneys'  fees   and
expenses), of whatever kind or nature, which may be imposed  upon
or incurred by or asserted against Tenant, or Tenant's successors
and assigns, directly or indirectly, by reason of any loss of  or
damage  or  injury  caused by Landlord to any  person  (including
death resulting therefrom) or property occurring in, on, or about
the  Development (excluding the Leased Premises and any  property
not  owned by Landlord) and Landlord hereby releases Tenant  from
any and all liability for the same.


                                   -20-

Section 16.02. Obligation to Defend.

If  any action, suit or proceeding is brought against Landlord by
reason  of any such occurrence, Tenant, upon request of  Landlord
or  any  such  successor or assign, shall  at  Tenant's  expense,
resist  and  defend  such action, suit or proceeding  by  counsel
approved  by Landlord in writing, which approval Landlord  agrees
not unreasonably to withhold. The obligations of this Article  1Q
shall survive the expiration or other termination of this Lease.

If  any  action, suit or proceeding is brought against Tenant  by
reason  of any such occurrence, Landlord, upon request of  Tenant
or  any  such  successor or assign, shall at Landlord's  expense,
resist  and  defend  such action, suit or proceeding  by  counsel
approved  by Tenant in writing, which approval Tenant agrees  not
unreasonably  to  withhold. The obligations of  this  Article  16
shall survive the expiration or other termination of this Lease.

              ARTICLE 17 CONDEMNATION AND CASUALT'Y

Section 17.01. Award.

If  at any time during the term hereof the Leased Premises or any
portion  thereof  shall be taken for any public  or  quasi-public
use,  under  any statute or by right of eminent domain,  then  in
such event, Landlord and Tenant shall share in the purchase price
or  award  paid  therefor in . accordance with  their  respective
interests in the Leased Premises as provided hereinafter.

Section 17.02. Termination of Lease.

If  the  entire Leased Premises shall be taken for any public  or
quasi-public use under any statute or by right of eminent domain,
or  if  so  much of the property shall have been taken  for  such
purposes as to render the continued conduct of the business  then
being conducted by the Tenant at the Leased Premises impractical,
then  in that event the Lease Term shall cease and terminate when
Tenant  surrenders  possession of  the  Leased  Premises  to  the
condemning   authority,  and  the  rent  shall   be   effectively
apportioned  to such time. If (i) the building or any substantial
portion  of  the  jewelry store located therein,  on  the  Leased
Premises;  or  (ii) any common areas within the  Leased  Premises
which materially or detrimentally affect access or utilities;  or
(iii) more than ten percent (10%) of parking or such other number
which  is below zoning requirements for the Leased Premises shall
be  taken  or  condemned and Landlord cannot  provide  comparable
common  areas or parking within the Development, and  Tenant,  in
its  reasonable  discretion, determines that  the  business  then
being  conducted  by  Tenant upon the Leased Premises  cannot  be
continued, then, upon written notice from Tenant to Landlord  the
Lease  Term shall terminate when Tenant surrenders possession  of
the  Leased  Premises to the condemning authority, and  the  rent
shall cease as of the effective date of such termination.

Section 17.03. Partial Taking.

If any portion of the Leased Premises shall be taken or condemned
and  such taking or condemnation does not result in a termination
of this Lease in accordance with Section 17.02

                                   -21-

hereof, then, in such event, Tenant shall have the obligation  of
making  such  repairs, alterations or changes to  the  buildings,
improvements and parking areas upon the Leased Premises as may be
necessary  to  render the Leased Premises suitable for  continued
use,  and the proceeds of any condemnation shall be first applied
to  the  cost of effecting such repairs, alterations or  changes.
The  remaining  proceeds,  if  any, shall  be  distributed  among
Landlord   and   Tenant  in  an  equitable   manner,   with   due
consideration given to Landlord's loss of fee estate and the non-
diminution  in Landlord's rent therefrom pursuant to this  Lease,
and  to  the damages suffered by Tenant by virtue of improvements
which  Tenant  may  have caused to be made or  erected  upon  the
Leased  Premises and the costs of restoring the Leased  Premises.
In  the  event of such partial taking or of any temporary taking,
the  rent  and all other amounts payable hereunder shall  not  be
reduced or in any way abated.

Section 17.04. Repair Obligations.

In  the event the Leased Premises or the improvements thereon are
damaged or destroyed by fire or other casualty and subject to the
Leasehold  Mortgagee (as defined in Article 22), if  any,  making
any  insurance proceeds available to Tenant (which  Tenant  shall
diligently  pursue  with the Leasehold Mortgagee  using  Tenant's
reasonable  efforts), Tenant shall promptly and  with  reasonable
diligence  and  in no event later than one hundred  eighty  (180)
days  after  such  fire or other casualty,  commence  to  repair,
rebuild  and restore such to substantially the same condition  in
which  they  were  immediately prior to  the  happening  of  such
casualty   (the  "Restoration  Work"),  and  continue  with   due
diligence  until completion thereof. Rent and all  other  amounts
payable to Landlord shall not be abated or reduced as a result of
fire  or  other casualty. Notwithstanding anything  contained  in
this  Lease to the contrary, Tenant shall not execute a Leasehold
Mortgage (as defined in Article 22) of its interest in this Lease
with  any Leasehold Mortgagee unless such Leasehold Mortgage  (i)
provides  that  the Leasehold Mortgagee shall make all  insurance
proceeds  available  to  Tenant  for  repair,  rebuilding  and/or
restoration  provided that Tenant is not then in default  of  its
Leasehold Mortgage and (ii) provides that in the event that  such
Leasehold  Mortgagee elects, pursuant to its  rights  under  such
Leasehold Mortgage, not to make insurance proceeds available  for
the  restoration, repair or rebuilding of the improvements on the
Leased Premises, then such Leasehold Mortgage shall provide  that
before the Leasehold Mortgage applies any such insurance proceeds
against its loan balance, the Leasehold Mortgagee shall first use
such  portion or all such insurance proceeds as may be  necessary
to  demolish and remove the remaining portion of the improvements
from  the  Leased  Premises  to return  the  Leased  Premises  to
essentially the condition that existed on the date hereof.

If  Tenant shall fail or refuse to commence the Restoration  Work
as  provided  above, Landlord may, at its option,  (A)  terminate
this  Lease,  or (B) raze (or cause to be razed) any improvements
on the Leased Premises, rough grade (or cause to be rough graded)
the land on which the improvements had been built and restore (or
cause  to be restored) the cleared area to either a hard  surface
condition or a landscaped condition until a replacement  building
is  erected, if ever, in accordance with the terms of this lease.
Tenant shall reimburse Landlord for any costs associated with (b)
above within thirty (30) days after Landlord's demand for payment
thereof.

                                   -22-

In  addition to all rights to terminate this Lease granted to the
parties  in this Section, if the Leased Premises (or improvements
thereon)  are destroyed or damaged during the last two (2)  years
of the Term to the extent that the cost to repair and restore the
same  is fifty percent (50% ) or more of the value of the  Leased
Premises  immediately prior to such damage or  destruction,  then
Tenant  shall have the right to terminate this Lease  as  of  the
date  of  such  damage  or destruction by giving  written  notice
thereof within thirty (30) days after the date of said damage  or
destruction. If this Lease shall be terminated pursuant  to  this
Subsection, any annual minimum rental and other charges  paid  in
advance shall be immediately refunded to Tenant.

                     ARTICLE 18 -ASSIGNMENT

Section 18.01. Landlord's Consent Required.

A.     Tenant  may  not assign or sublet this Lease  without  the
prior  written consent of Landlord, which consent  shall  not  be
unreasonably   withheld,  conditioned,  or  delayed.   Landlord's
consent  to  such assignment shall not operate to relieve  Tenant
from  liability  hereunder and Tenant shall nevertheless  at  all
times remain fully responsible and liable for the payment of rent
and  the  performance  and observance of all  of  Tenant's  other
obligations  under  the terms, conditions and covenants  of  this
Lease.  No assignment where Landlord's consent is required  shall
be  binding upon Landlord unless and until Landlord has consented
thereto in writing and such assignee shall deliver to Landlord an
instrument (in recordable form, if requested) pursuant  to  which
assignee assumes all of Tenant's obligations under this Lease. No
sublease  where Landlord's consent is required shall  be  binding
upon Landlord unless and until Landlord has consented thereto  in
writing  and  unless  and until Landlord  has  received  a  fully
executed  sublease  consistent with the terms hereof.  If  Tenant
enters into a sublease of the Leased Premises, Landlord shall  be
entitled to collect directly from the subtenant all amounts  owed
by Tenant to Landlord hereunder.

Notwithstanding the foregoing and provided that at  the  time  of
such  assignment  or  sublease, there has  been  no  material  or
substantial adverse change in the Guarantor's financial  position
and  the  guaranty remains in full force and effect,  Tenant  may
assign  this Lease or sublease all or any portion of  the  Leased
Premises  without Landlord's consent to any of the  following  (a
"Permitted Transferee"): (i) any successor corporation  or  other
entity  resulting  from a merger or consolidation  of  Tenant  or
Guarantor;  (ii)  any  purchaser of all or substantially  all  of
Tenant's  assets; (iii) any entity (including a joint venture  or
limited  partnership)  which controls, is controlled  by,  or  is
under  common  control  with Tenant; (iv) to  the  Guarantor  (as
defined  in  Section  23.03  hereof);  or  (v)  an  affiliate  or
franchisee of Tenant or the Guarantor. Tenant shall give Landlord
thirty  (30)  days  prior written notice of  such  assignment  or
sublease. Any Permitted Transferee shall assume in writing all of
Tenant's  obligations under this Lease. Tenant shall nevertheless
at  all times remain fully responsible and liable for the payment
of  rent  and  the performance and observance of all of  Tenant's
other obligations under this Lease; unless such assignment is  to
a  limited  liability company comprised of one (1) single  asset,
this  Lease,  in  which event Tenant shall  be  relieved  of  its
obligations  under this Lease effective as of the  date  Landlord
recieves  sufficent  notice  that  such  assignee  assumes   full
responsibility and liability for Tenant's obligations under  this
Lease.


                                   -23-
B.    The foregoing notwithstanding, Landlord shall consent to an
assignment of this Lease provided the assignee shall (i)  operate
the  Leased  Premises with a use permitted under Item  J  of  the
Basic  Lease  Provisions and which does  not  conflict  with  the
primary use of any of the tenants in the Development at the  time
of  the assignment, (ii) have a tangible net worth at least equal
to  $20,000,000.00,  (iii)  be  a  national  or  regional  retail
operator,  and (iv) agree in writing for the express  benefit  of
Landlord to assume all of the duties and provisions of the  Lease
required  of Tenant hereunder. Such consent shall not operate  to
relieve   Tenant  from  liability  hereunder  and  Tenant   shall
nevertheless at all times remain fully responsible and liable for
the  payment of rent and the performance of all of Tenant's other
obligations under this Lease.

Section 18.02. Documentation.

Tenant  shall  promptly  provide  Landlord  with  copies  of  all
assignments  and other agreements relating to any  assignment  or
sublet of the Leased Premises by Tenant.

                 ARTICLE 19 DEFAULT AND REMEDIES

Section 19.01. Events of Default.

The occurrence of anyone or more of the following events shall be
an Event of Default and
breach of this Lease by Tenant:

A.    Tenant shall fail to pay any Monthly Rental Installment  of
Minimum  Annual Rent when such payments are due and  payable,  or
any other amounts due Landlord from Tenant as additional rent  or
otherwise  within five (5) days after the same shall be  due  and
payable.

     In  the  event  of a default under subparagraph  (A)  above,
Landlord shall provide Tenant with written notice of such default
two (2) times during each successive twelve (12) month period  of
the  Lease Term and Tenant shall have an additional five (5) days
to  cure such default before Landlord shall exercise its remedies
herein.

B.   Tenant shall fail to perform or observe any term, condition,
covenant  or obligation, other than the payment of rent, required
to  be  performed or observed by it under this Lease for a period
of  thirty (30) days after receipt of written notice thereof from
Landlord;   provided,  however,  that  if  the  term,  condition,
covenant  or  obligation to be performed by  Tenant  is  of  such
nature  that the same cannot reasonably be performed within  such
30-day period, such default shall be deemed to have been cured if
Tenant  commences such performance within said 30-day period  and
thereafter diligently undertakes to complete the same.

C.    Tenant  shall  abandon (which shall not include  reasonable
periods of remodeling, repair due to condemnation or casualty, or
Tenant's  right  to cease operations in accordance  with  Section
23.20)  for a period of thirty (30) days, the Leased Premises  or
any substantial portion thereof.

                                   -24-

D.    A trustee or receiver shall be appointed to take possession
of  substantially all of Tenant's assets in or about  the  Leased
Premises  or of Tenant's interest in this Lease (and Tenant  does
not   regain  possession  within  sixty  (60)  days  after   such
appointment);  Tenant  makes an assignment  for  the  benefit  of
creditors;  or  substantially all of Tenant's assets  in,  on  or
about the Leased Premises or Tenant's interest in this Lease  are
attached  or  levied upon under execution (and  Tenant  does  not
discharge the same within sixty (60) days thereafter).

E.    A petition in bankruptcy, insolvency, or for reorganization
or  arrangement  is filed by or against Tenant  pursuant  to  any
federal  or state statute {and, with respect as any such petition
filed  against  it,  Tenant fails to secure a stay  or  discharge
thereof within sixty (60) days after the filing of the same).

Section 19.02. Remedies.

A.    Upon the occurrence and continuance of any Event of Default
set  forth  in Section 19.01 , Landlord shall have the  following
rights  and  remedies,  in addition to  those  now  or  hereafter
allowed  by  law  or  equity, anyone or  more  of  which  may  be
exercised without further notice to or demand upon Tenant:

          (i)  Landlord may re-enter the Leased Premises and cure
any  default  of  Tenant, in which event Tenant  shall  reimburse
Landlord  as  additional  rent for any cost  and  expenses  which
Landlord  may incur to cure such default; and Landlord shall  not
be  liable  to  Tenant for any loss or damage  which  Tenant  may
sustain  by  reason  of  Landlord's  action,  unless  caused   by
Landlord's gross negligence or intentional misconduct.

          (ii)  Landlord may terminate this Lease as of the  date
of  such Event of Default, in which event: (1) neither Tenant nor
any  person claiming under or through Tenant shall thereafter  be
entitled  to possession of the Leased Premises, and Tenant  shall
immediately thereafter surrender the Leased Premises to Landlord;
(2)  Landlord  may  re-enter the Leased Premises  and  dispossess
Tenant  or  any other occupants of the Leased Premises by  force,
summary proceedings, ejectment or otherwise, and may remove their
effects, without prejudice to any other remedy which Landlord may
have   for   possession   or  arrearages   in   rent;   and   (3)
notwithstanding the termination of this Lease: {a)  Landlord  may
recover from Tenant the worth, at the time of the award,  of  the
amount by which unpaid rent exceeds the fair rental value of  the
Leased Premises over the same period, discounted to present value
together  with all reasonable loss or damage which  Landlord  may
sustain  by  reason  of such termination and re-  entry;  or  (b)
Landlord may re-let all or any part of the leased Premises for  a
term  different from that which would otherwise have  constituted
the  balance of the term of this Lease and for rent and on  terms
and  conditions as are commercially reasonable although different
from  those contained herein, whereupon Tenant shall be obligated
to  pay to Landlord the difference between the rent provided  for
herein  and  that provided for in any lease covering a subsequent
re-letting  of  the  Leased Premises, for a  period  which  would
otherwise have constituted the balance of the term of this Lease,
together  with all of Landlord's costs and expenses for preparing
the  Leased  Premises for re-letting, including all repairs,  and
reasonable broker's and attorneys' fees, and all reasonable  loss
or damage which Landlord may sustain by reason of such

                                   -25-

termination,   re-entry  and  re-letting,  it   being   expressly
understood and agreed that the liabilities and remedies specified
in  clauses  (a)  and (b) hereof are mutually exclusive  of  each
other and shall survive the termination of this Lease.

          (iii)  Landlord  may sue for injunctive  relief  or  to
recover damages for any loss resulting from the breach.

B.    All  rights  and  remedies accruing to  Landlord  shall  be
cumulative; that is, Landlord may pursue such rights as  the  law
and  this  Lease  afford to Landlord in whatever  order  Landlord
desires and the law permits, without being compelled to resort to
anyone remedy in advance of any other.

C.    Landlord shall in no event be charged with default  in  the
performance of any of its obligations under this Lease unless and
until  Landlord  shall have received written notice  from  Tenant
specifying wherein Landlord has failed to perform such obligation
or remedy such default, and such default has not been cured after
thirty  (30)  days  (or  such additional time  as  is  reasonably
required to correct any such default) from Landlord's receipt  of
such  notice  from Tenant. In the event of a default by  Landlord
under  this Section, Tenant shall be entitled to pursue  any  and
all  remedies available to Tenant at law or in equity, except  as
otherwise expressly provided herein.

                ARTICLE 20 -TRANSFER BY LANDLORD

Section 20.01. Sale of the Leased Premises.

Landlord shall have the right to sell the Leased Premises at  any
time  during  the  Lease  Term; and such sale  shall  operate  to
release  Landlord from liability hereunder first  incurred  after
the  date  of such conveyance; provided that the purchaser  fully
assumes all of Landlord's obligations hereunder.

Section 20.02. Subordination and Estoppel Certificate.

Landlord hereby represents that the Leased Premises are and  will
be  as  of  the  Lease Commencement Date, unencumbered.  Landlord
shall have the right to subordinate this Lease to the lien of any
mortgage  hereafter  placed  upon  the  Leased  Premises  by   so
declaring in such mortgage, provided such mortgagee gives  Tenant
a  written non-disturbance agreement. The subordination and  non-
disturbance  agreement is to be signed by the  mortgagee,  Tenant
and Landlord in fonn reasonably acceptable to the parties. Within
ten  (10) days following receipt of a written request from either
party,  the  parties  shall execute and deliver  to  each  other,
without  cost,  such subordination and non-disturbance  agreement
and   estoppel   certificates  in  a  mutually  acceptable   form
certifying  (i) that this Lease is in full force and  effect  and
unmodified  or stating the nature of any modification,  (ii)  the
date  to  which rent has been paid, (iii) that there are not,  to
the  party's  knowledge, any uncured defaults or specifying  such
defaults if any are claimed, (iv) the date of expiration  of  the
current  term,  (v) the amount of the Minimum  Annual  Rent  then
payable  and (vi) any other matters or state of facts  reasonably
required respecting the Lease.

                                   -26-

Such  estoppel  may  be relied upon by the  parties  and  by  any
purchaser  or  mortgagee of the Leased Premises.  Notwithstanding
the  foregoing, if the mortgagee shall take title to  the  Leased
Premises  through  foreclosure or deed in  lieu  of  foreclosure,
Tenant  shall be allowed to continue in possession of the  Leased
Premises  as  provided for in this Lease so long as Tenant  shall
not be in default.

Section 20.03. Limitation of Landlord's Liability.

If Landlord shall fail to perform or observe any term, condition,
covenant or obligation required to be performed or observed by it
under  this Lease and if Tenant shall, as a consequence  thereof,
recover a money judgment against Landlord, Tenant agrees that  it
shall look solely to Landlord's right, title and interest in  and
to  the  Development  and  the  rental  income  therefrom  and/or
proceeds  from  the  sale  thereof, for the  collection  of  such
judgment;  and  Tenant further agrees that  no  other  assets  of
Landlord shall be subject to levy, execution or other process for
the satisfaction of Tenant's judgment.

ARTICLE  21  -TENANT'S  AND  LANDLORD'S RESPONSIBILITY  REGARDING
ENVIRONMENTAL LA WS AND HAZARDOUS SUBSTANCES

Section 21.01. Environmental Definitions.

A.    "Environmental Laws" -All present or future federal,  state
and  municipal laws, ordinances, rules and regulations applicable
to  the  environmental  and ecological condition  of  the  Leased
Premises,  the rules and regulations of the Federal Environmental
Protection Agency or any other federal, state or municipal agency
or  governmental  board  or entity having jurisdiction  over  the
Leased  Premises.  B.  "Hazardous Substances"  -Those  substances
included   within  the  definitions  of  "hazardous  substances,"
"hazardous  materials,"  "toxic  substances"  "solid  waste"   or
"infectious waste" under Environmental Laws.

Section 21.02. Compliance.

Tenant, at its sole cost and expense, shall promptly comply  with
the   Environmental  Laws  as  the  same  relates   to   Tenant's
construction  activities,  use,  or  possession  of  the   Leased
Premises, including any notice from any source issued pursuant to
the  Environmental Laws or issued by any insurance company  which
shall  impose  any  duty 4pOn Tenant with  respect  to  the  use,
occupancy,  maintenance or alteration of the Leased  Premises  by
Tenant  whether  such  notice shall be served  upon  Landlord  or
Tenant. As provided below in Section 21.07, Tenant shall have  no
obligation  with  respect to any violation of  the  Environmental
Laws  or  Hazardous Substances present at the Leased Premises  at
the  date  of  execution  hereof, which  violation  or  Hazardous
Substances shall be Landlord's obligation except and only to  the
extent caused by Tenant.

                              -27-


Section 21.03. Restrictions on Tenant.

Tenant  shall  operate  its  business  and  maintain  the  Leased
Premises in compliance with all Environmental Laws. Tenant  shall
not  cause  or  permit the use, generation, release, manufacture,
refining,  production, processing, storage  or  disposal  of  any
Hazardous  Substances on, under or about the Leased Premises,  or
the  transportation  to  or  from  the  Leased  Premises  of  any
Hazardous Substances, except as necessary and appropriate for its
Permitted Use in which case the use, storage or disposal of  such
Hazardous  Substances shall be performed in compliance  with  the
Environmental  Laws  and  normal  standards  prevailing  in   the
industry.

Section 21.04. Notices. Affidavits. Etc.

Tenant shall immediately notify Landlord of (i) any violation  by
Tenant,   its  employees,  agents,  representatives,   customers,
invitees  or contractors of the Environmental Laws on,  under  or
about  the  Leased  Premises, or (ii) the presence  or  suspected
presence  of  any  Hazardous Substances on, under  or  about  the
Leased   Premises  not  otherwise  permitted  herein  and   shall
immediately  deliver to Landlord any notice  received  by  Tenant
relating to (i) and (ii) above from any source.

Section 21.05. Landlord's Rights.

Landlord  and its agents shall have the right, but not the  duty,
to  inspect  the  Leased Premises and conduct  tests  thereon  to
determine  whether  or  the extent to  which  there  has  been  a
violation  of Environmental Laws by Tenant or whether  there  are
Hazardous  Substances on, under or about the Leased  Premises  in
accordance with Section 15.01 hereof.

Section 21.06. Indemnification.

Tenant  shall  indemnify  Landlord from any  and  all  reasonable
claims,   losses,  liabilities,  costs,  expenses  and   damages,
including  reasonable  attorneys'  fees,  costs  of  testing  and
remediation  costs, incurred by Landlord in connection  with  any
breach  by Tenant of its obligations under this Article  21.  The
covenants and obligations under this Article 21 shall survive the
expiration or earlier termination of this Lease.

Landlord  shall  indemnify Tenant from  any  and  all  reasonable
clams,   losses,  liabilities,  costs,  expenses   and   damages,
including  reasonable  attorneys'  fees,  costs  of  testing  and
remediation  costs,  incurred by Tenant in  connection  with  any
breach  by Landlord of its obligations and representations  under
this  Article 21. The covenants ~d obligations under this Article
21  shall survive the expiration or earlier termination  of  this
Lease.

Section 21.07. Existing Conditions.

Notwithstanding  anything contained in this  Article  21  to  the
contrary, Tenant shall not have any liability resulting from  any
conditions  existing,  or  events  occurring,  or  any  Hazardous
Substances  existing  or  generated, at,  in,  on,  under  or  in
connection with the Leased Premises prior to the

                                   -28-

Lease  Commencement Date of this Lease and Landlord agrees to  be
responsible  for  any  such Hazardous Substances  except  to  the
extent Tenant caused the same.

Landlord represents that to the best of its knowledge, there  are
no  Hazardous Substances at, in, on, under, or about  the  Leased
Premises  and  the Development in violation of the  Environmental
Laws  as of the date of this Lease, except as otherwise disclosed
in the Materials.

                 ARTICLE 22 -MORTGAGE FINANCING

Section 22.01. Leasehold Mortgage.

Tenant shall have the absolute right, without Landlord's consent,
to  mortgage  its  leasehold  interest  in  the  Leased  Premises
("Leasehold   Mortgage")  on  terms  it  deems  appropriate   and
consistent with this Lease. Any such Leasehold Mortgage shall  be
subject and subordinate. to the rights of Landlord and Landlord's
Mortgagee  referenced hereunder, and no such  Leasehold  Mortgage
shall extend to or affect the fee, the reversionary interest,  or
the  estate  of  Landlord  in and to  the  Leased  Premises.  The
Leasehold Mortgage shall be a lien on the rights of Tenant  under
this  Lease  insofar  as they relate to the  property  mortgaged.
Consistent  with  the  foregoing, Landlord  will,  upon  request,
execute and deliver such further instruments as may be reasonably
requested by the holder of the Leasehold Mortgage (the "Leasehold
Mortgagee"). Upon Landlord's receipt of written notice containing
the  name  and  post office address of such Leasehold  Mortgagee,
Landlord  shall thereafter give to such Leasehold  Mortgagee,  in
the  manner  provided in Article 19, a copy  of  each  and  every
notice   (including,  without  limitation,  notice  of   default)
thereafter  given under this Lease by Landlord  to  Tenant.  Such
copy  shall be given to such Leasehold Mortgagee at the same time
as  the  original of such notice is given to the Tenant. No  such
notice  shall  be deemed to have been given to the Tenant  unless
and  until a copy thereof shall have been given to each Leasehold
Mortgagee  of which Tenant has notified Landlord in writing.  The
holder   of  any  Leasehold  Mortgage  or  of  Tenant's  interest
hereunder,  and  anyone  claiming  by,  through  or  under   such
Leasehold  Mortgagee  or holder, shall not  acquire  any  greater
rights hereunder than the Tenant has.

Section 22.02. Ri1!hts of Leasehold Mortgagee.

A.    Each  Leasehold Mortgagee shall have the right but not  the
obligation to perform on behalf of the Tenant any of the Tenant's
obligations  under  this Lease, and performance  by  a  Leasehold
Mortgagee will be deemed to be performance by the Tenant  insofar
as Landlord is concerned.

B.     During all times as of which the Leased Premises shall  be
subject  to a Leasehold Mortgage, unless such Leasehold Mortgagee
reasonably  consents  in writing, (i) this  Lease  shall  not  be
modified;  (ii) this Lease shall not be cancelled  or  terminated
except  as specifically permitted herein; (iii) Tenant shall  not
surrender  to  Landlord  this Lease or the  improvements  to  the
Leased  Premises except as otherwise provided in this Lease;  and
(iv)  Landlord  shall  not  accept  a  surrender  of  the  Leased
Premises,  this Lease or the improvements to the Leased  Premises
except as otherwise provided in this Lease.


                              -29-



C.    Landlord,  prior to exercising any right to terminate  this
Lease as a result of any Event of Default under Article 19, shall
give  any  Leasehold  Mortgagee notice of  Landlord's  intent  to
terminate  (herein  called "Notice of Intent")  which  Notice  of
Intent  shall  describe with specificity the  Event  of  Default.
Thereafter, the following shall be applicable:

     (i)  If  such  Event of Default may be cured by  a  monetary
payment  and  is not a failure to protect, defend,  indemnify  or
save harmless under Article 16, said Leasehold Mortgagee may cure
such Event of Default and stay termination by making such payment
on  behalf  of Tenant within fifteen ( 15) days after receipt  by
the Leasehold Mortgagee of such Notice of Intent.

     (ii) If such Event of Default may not be cured by the making
of  payment and is not a failure to protect, defend, indemnify or
save  harmless  under  Article 16,  but  can  be  cured  by  said
Leasehold  Mortgagee  without taking  possession  of  the  Leased
Premises, said Leasehold . Mortgagee may stay such termination by
commencing  action to cure such default within thirty  (30)  days
after  receipt of the Notice of Intent and thereafter  diligently
proceeding with such action until the Event of Default is cured.

     (iii)  If  the  Event of Default may not be  cured  by  this
Leasehold Mortgagee unless the Leasehold Mortgagee has possession
of  the  Leased Premises, the Leasehold Mortgagee may  stay  such
termination if (a) it takes the action with respect to such Event
of  Default  that  is  described  in  the  immediately  preceding
subsection C(ii), or (b) within sixty (60) days of receipt of the
Notice  of Intent, such Leasehold Mortgagee files a complaint  to
foreclose   the  Leasehold  Mortgage  and  thereafter  diligently
prosecutes  such  foreclosure action until the  interest  in  the
Leasehold  is  transferred or (c) within thirty (30)  days  after
transfer of the Leasehold to a Leasehold Mortgagee or a purchaser
at   a   sale  upon  foreclosure,  the  owner  thereof  commences
appropriate  action to cure such Event of Default and  thereafter
diligently prosecutes such action until said Event of Default  is
cured.

     (iv) For all defaults not described in paragraphs (i), (ii),
or  (iii) above, the Leasehold Mortgagee may stay termination  if
the  Leasehold  Mortgagee  files within  sixty  (60)  days  after
receipt  of  the  Notice of Intent a complaint to  foreclose  the
Leasehold  Mortgage  and diligently prosecutes  such  foreclosure
until title to the Leasehold is transferred. In the event of such
transfer of title, Landlord shall recognize the new owner thereof
as  a  new tenant and such Event of Default shall cease to be  an
Event of Default for the purpose of this Lease provided that  the
Leasehold  Mortgagee or other purchaser cures  all  mo~etary  and
other defaults.

     (v)  If  no Leasehold Mortgagee, after receipt of the Notice
of  Intent,  shall  take the action required in  paragraphs  (i),
(ii),  (iii)  or  (iv)  above to stay termination,  Landlord  may
exercise its right to terminate this Lease as provided herein.

(vi)  In  the  case of any non-monetary default  as  outlined  in
paragraphs  (ii), (iii) and (iv) above, the stay  of  termination
shall  only  occur if all monetary payments required to  be  made
under  the Lease continue to be made and are kept current by  not
later than the thirtieth

                                   -30-


(30th)  day after all Leasehold Mortgagees shall have received  a
Notice of Intent with respect to a failure to make such payment.

D.    If  (i) this Lease shall be cancelled or terminated,  other
than  as  permitted  by this Section ~, and  (ii)  any  Leasehold
Mortgagee  so desires, the Landlord shall enter into a new  lease
for  the  Leased  Premises with the Leasehold  Mortgagee  or  any
assignee  pursuant  to  Article 18 having the  highest  priority,
provided  such  Leasehold Mortgagee cures all  monetary  defaults
relating to the Leased Premises (except any obligation to pay  an
indemnification amount incurred by the Tenant under  this  Lease)
and if there exists a non-monetary default which can be cured  by
a  Leasehold Mortgagee, commences action and diligently  proceeds
to  cure  such  default.  Any such new lease  shall  be  for  the
remainder  of the term of this Lease and shall be upon  the  same
terms and conditions of this Lease.

Section 22.03. Tenant's Mortgage Obligations.

Tenant hereby agrees, for the benefit and protection of Landlord,
to  fully  and  timely  to perform each and  every  covenant  and
obligation under any mortgage given pursuant to this Article  22,
and  each  and  every  covenant and obligation,  the  failure  to
perform  which  may  result in acceleration of  the  indebtedness
secured by such mortgage and/or the foreclosure thereof.

ARTICLE 23 -MISCELLANEOUS Section 23.01. Benefit of Landlord  and
Tenant.

This  Lease  shall inure to the benefit of and  be  binding  upon
Landlord and Tenant and their
respective successors and assigns. Section 23.02. Governing Law.

This  Lease shall be governed in accordance with the laws of  the
State where the Leased Premises
is located.

Section 23.03. Guaranty.

In  consideration  of Landlord's leasing the Leased  Premises  to
Tenant,  Tenant  shall  provide Landlord  with  an  Unconditional
Guaranty of Lease, executed by Sterling Jewelers Inc., a Delaware
corporation  ("Guarantor"), in such form as i$:  attached  hereto
and incorporated herein as Exhibit E.

Section 23.04. Examination of Lease.

Submission  of  this instrument for examination or  signature  to
Tenant  does not constitute a reservation of or option for Lease,
and  It  is not effective as a Lease or otherwise until execution
by and delivery to both Landlord and Tenant.



                              -31-
Section 23.05. Indemnification for Leasing Commissions.

The  parties  hereby  represent and warrant that  the  only  real
estate brokers involved in the negotiation and execution of  this
Lease are the Brokers. Each party shall indemnify the other  from
any  and all liability for the breach of this representation  and
warranty on its part and shall pay any compensation to any  other
broker or person who may be entitled thereto. Landlord shall  pay
the Brokers pursuant to a separate agreement.

Section 23.06. Notices.

Any notice required or permitted to be given under this Lease  or
by  law  shall be deemed to have been given if it is written  and
delivered  in  person  or  by  overnight  courier  or  mailed  by
certified  mail, postage prepaid, to the party who is to  receive
such notice at the address specified in Item K of the Basic Lease
Provisions.  If  sent by overnight courier, the notice  shall  be
deemed  to have. been given one (I) day after sending. If mailed,
the  notice shall be deemed to have been given on the date  which
is  three  (3) business days following mailing. Either party  may
change its address by giving written notice thereof to the  other
party.

Section 23.07. Partial Invalidity: Complete Agreement.

If  any provision of this Lease shall be held to be invalid, void
or  unenforceable, the remaining provisions shall remain in  full
force  and  effect.  This Lease represents the  entire  agreement
between  Landlord and Tenant covering everything agreed  upon  or
understood  in  this  transaction. There are  no  oral  promises,
conditions,  representations, understandings, interpretations  or
terms  of  any kind as conditions or inducements to the execution
hereof  or  in effect between the parties. No change or  addition
shall  be  made  to  this  Lease except by  a  written  agreement
executed  by  Landlord and Tenant and agreed  to  in  writing  by
Guarantor. In the event any change or addition to this  Lease  is
requested,  Tenant  shall  be solely  responsible  for  obtaining
Guarantor's consent.

Section 23.08. Financial Statements.

During  the  Lease Term and any extensions thereof, Tenant  shall
provide to Landlord within thirty (30) days after written request
of Landlord, a copy of Tenant's most recent financial statements,
prepared  as  of the end of Tenant's fiscal year. Such  financial
statements shall be certified by an authorized officer of  Tenant
who shall attest to the truth and accuracy of the information set
forth  in  such statements. All financial statements provided  by
Tenant to Landlord hereunder shall be prepared in conformity with
generally accepted accou~ting principles, consistently applied.

Section 23.09. Representations and Warranties.

The undersigned represent and warrant that (i) such party is duly
organized,  validly existing and in good standing (if applicable)
in  accordance  with  the laws of the state under  which  it  was
organized; and {ii) the individual executing and delivering  this
Lease  has  been properly authorized to do so, and such execution
and delivery shall bind such party.

                              -32-


Section 23.10. Agency Disclosure. [Intentionally Omitted]

Section 23.11. Memorandum of Lease.

The  parties agree that this Lease may not be recorded  but  that
either  party may request that the other execute a Memorandum  of
Lease  which  may  be recorded. The Memorandum of  Lease  may  be
amended to reflect the addition of additional land to the  Leased
Premises. The parties agree to remove the Memorandum of Lease  of
record upon the expiration or earlier termination of this Lease.

Section 23.12. Security Deposit.

[Intentionally Omitted.]

Section 23.13. Development Common Areas.

Pursuant  to  the Declarations, Tenant shall pay a  proportionate
share  of  the costs of maintaining certain common areas  of  the
Development  for  which  Tenant or the Leased  Premises  benefit.
Tenant's  proportionate share of the costs  of  such  maintenance
shall  be  determined in accordance with the  provisions  of  the
Declarations.

Landlord  shall construct and maintain the access  drive  to  the
Leased  Premises located on Common Areas (the" Access Drive")  in
accordance  with  the Declarations. Landlord's  obligations  with
respect to the Access Drive shall be as specifically set forth in
the Declarations. Landlord may close any part of the Access Drive
temporarily,  at  such  times  as to  cause  the  least  possible
interruption  or  interference with Tenant's  business,  to  make
repairs  or changes, to prevent the acquisition of public  rights
in  such  Access Drive; provided, however, in no event shall  the
crosshatched on the Site Plan (designated thereon and hereinafter
referred  to  as the "Protected Area") be closed (except  in  the
event  of  an  emergency), and, altered or  damaged  in  any  way
(including any construction thereon) without the prior reasonable
consent  of  Tenant.  In  no event shall Landlord  designate  the
Protected  Area  as an employee parking area or otherwise  permit
the Protected Area to be used for employee parking.

Section 23.14. Quiet Enjoyment.

Landlord  covenants  and  agrees  with  Tenant  that,  except  as
otherwise  provided in this Lease, upon the continuing  full  and
timely compliance by Tenant with all of the terms, covenants  and
provisions of this Lease to be performed by Tenant, Tenant  shall
and  may  peaceably and quietly have, hold and enjoy  the  Leased
Premises   for   the  Lease  Term,  free  from  any  interference
whatsoever by, from or through Landl<:>rd or anyone claiming  by,
from or through Landlord.


                                   -33-

Section 23.15. Easement for Ingress and Egress.

Landlord shall and hereby does grant and convey to Tenant and  to
Tenant's   officers,   directors,  partners,   lenders,   agents,
employees,   lessees,   licensees,  concessionaires,   customers,
business  guests,  and  invitees (such persons  or  entities  are
collectively  called  "Permittees")  a  perpetual,  non-exclusive
easement  appurtenant to the Leased Premises  for  vehicular  and
pedestrian  ingress and egress, to and from the Leased  Premises,
over, upon, and across the driveways, exits and entrances of  the
adjacent Development as are more particularly identified  on  the
Survey.

Section 23.16. Costs and Attorneys' Fees.

If  Landlord or Tenant shall bring any action against the  other,
arising  out  of  this  Lease,  the  prevailing  party  shall  be
reimbursed by the other party for reasonable attorneys' fees  and
costs  incurred  in such suit, at trial and on appeal,  and  such
attorneys' fees and costs shall be deemed to have accrued on  the
commencement of such action.

Section 23.17. Cooperation.

Landlord  and Tenant agree to use reasonable efforts to cooperate
with one another in their examination of the Leased Premises  and
in   any   municipal  application  process,  meeting  or  hearing
regarding  zoning of the Leased Premises or permit  approval  for
Tenant's use of the Leased Premises.

Section 23.18. Representations and Covenants of Landlord.

On  the  date  hereof  and hereafter during  the  Term,  Landlord
represents  that no addition or alteration shall be made  of  the
Development   which   permanently,  materially,   and   adversely
diminishes the accessibility of the Leased Premises to  and  from
the  Shared  Roadway,  as  more particularly  identified  in  the
Declarations.   The  foregoing  representation  is   a   material
consideration and inducement to Tenant in executing  this  Lease,
the  breach  of which will cause irreparable and severe  harm  to
Tenant.  In addition, Landlord represents that it has fee  simple
title to the Leased Premises.

Section 23.19. Breach of Covenant by the Parties.

In  the  event either party fails to keep and perform any of  the
covenants  or agreements in this Lease contained on the  part  of
said party to be kept and performed, the non-breaching party,  in
addition  to  all  other  remedies now or hereafter  afforded  or
provided  by  this Lease, unless otherwise specifically  provided
herein,  at law or in equity, may, at its election, perform  such
covenant or agreement for or on behalf of the breaching party  or
make  good any such default, and any amount or amounts which  the
non-breaching  party  shall advance on behalf  of  the  breaching
party shall be repaid by the breaching party to the non-breaching
party  on demand, together with interest thereon at the  rate  of
twelve  percent (12%) per annum from the date of such advance  to
the repayment thereof in full.

                                   -34-

Section 23.20. Tenant's Continuous Use Obligation.

Anything contained in this Lease, expressly or impliedly, to  the
contrary  notwithstanding,  except as  specifically  provided  in
Section   3.03(C),  and  notwithstanding  the  agreement   herein
contained for the payment by Tenant of Rent (including Substitute
Rent), as hereinbefore provided, it is specifically and expressly
understood  and  agreed that Tenant shall be  under  no  duty  or
obligation,  either  express or implied, to continuously  conduct
its  business in the Leased Premises at any time during the  Term
after opening pursuant to Section 3.03(C). However, the right  to
cease to operate its business under this Section shall not affect
Tenant's obligations to pay rent due hereunder or to perform  all
of its covenants and obligations hereunder.

Notwithstanding the foregoing, if Tenant fails for more than  one
hundred  fifty days (150) days within any period of  twelve  (12)
consecutive  months  to  keep  the  Leased  Premises   open   and
operating,  then,  as Landlord's sole remedy  for  such  failure,
Landlord  may  terminate this Lease upon thirty (30)  days  prior
written  notice to Tenant after which all obligations  of  Tenant
and  Landlord  under  this Lease shall terminate  and  be  of  no
further  force or effect except for those which expressly survive
termination. In the event Landlord terminates the Lease  pursuant
to  this  provision,  then upon such termination  date,  Landlord
shall reimburse Tenant for the unamortized costs of the Shell and
the Site Work.

Section 23.21. Force Majeure.

For purposes of this Lease, force majeure shall mean a period  of
delay,  except  with  respect  to the  payment  of  any  monetary
obligation,  in the performance of any obligation hereunder  when
such  delay is occasioned by causes beyond its control, including
but  not  limited  to  work  stoppages,  boycotts,  slowdowns  or
strikes;  shortages  of materials, equipment,  labor  or  energy;
unusual  weather conditions; or acts or omissions of governmental
or political bodies.

Section 23.22. Tenant's Continuous Use Obligation.

Landlord acknowledges and consents to the sublease of the  Leased
Premises  to  Sterling  Jewelers, Inc.; provided,  however,  such
sublease  does  not  affect or release any obligation  of  Tenant
under  this  Lease. Furthermore, Landlord's consent herein  shall
not  constitute a consent by Landlord to any further  assignments
or subletting of the Leased Premises.

                                   -35-

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



                                             LANDLORD

                                   DUKE-WEEKS REALTY LIMITED
                                   PARTNERSHIP, an Indiana
                                   limited partnership
                                   By:  Duke-Weeks Realty
                                   Corporation, Inc
                                   Its general partner

                                   By:  /s/ Michael L Myrvold
                                   Senior Vice President
                                   Retail Group

                                   TENANT:

                                   CAPTEC STER AURORA LLC
                                   An Illinois limited liability
                                   company
                                   By:  Captec Net Lease Realty Inc
                                   Its Member

                                   By /s/ Gary A Barker
                                   Printed Gary A Barker
                                   Title VP

STATE OF INDIANA  )
                  )SS
COUNTY OF MARION  )

     Before me, a Notary Public in and for said County and State,
personally appeared Michael L Myrvold, by me known and by me know
to be the Senior Vice President, Retail Group, of Duke-Weeks
Realty Corporations, general partner of Duke-Weeks Realty Limited
Partnership, an Indiana limited partnership, who acknowledged the
execution of the foregoing "Net Ground Lease" on behalf of said
partnership.

WITNESS my hand and Notarial Seal this 14th day of October 1999.

                         /s/ Linda Ruth Phillips
                              Notary Public

                         [notary seal]


STATE OF MI         )
                    )SS
COUNTY OF WASHTENAW )

Before me, a Notary Public in and for said County and State,
personally appeared Gary A Barker by me known and by me known to
be the VP of Captec Net Lease Realty Inc the sole member of
Captec Ster Aurora LLC an Illinois limited liability company who
acknowledged the execution of the foregoing "Net Ground Lease" on
behalf of said company.

WITNESS my hand and Notarial Seal this 13 day of October 1999.

                    /s/ David A Eby Jr
                        Notary Public


                    [notary seal]