(The Above Space for Recorder's Use Only)



          ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

     THIS  ASSIGNMENT  AND  ASSUMPTION OF LEASE  AGREEMENT  (this
"Assignment")  is  made and entered into as  of  the  16  day  of
December, 2005 by and between AEI INCOME & GROWTH FUND 25 LLC,  a
Delaware  limited liability company, having a mailing address  at
1300  Wells Fargo Place, 30 East 7th Street, St. Paul,  Minnesota
55101  ("Assignee"),  and COMMERCIAL NET LEASE  REALTY,  INC.,  a
Maryland  corporation,  having a mailing  address  at  450  South
Orange Avenue, Suite 900, Orlando, Florida 32801 ("Assignor").

                      W I T N E S S E T H:

     WHEREAS,  Assignor has agreed to assign to Assignee  all  of
its  right,  title and interest in and to a) that  certain  Lease
between Assignor (as successor in interest to Captec Ster Aurora,
L.L.C.),  as  lessor,  and  Sterling Jewelers  Inc.,  a  Delaware
corporation,  as lessee dated January 23, 2000 (the "Lease")  and
b)  that certain Net Ground Lease between Seller (as successor in
interest  to  Captec  Ster Aurora, L.L.C.), as  tenant,  and  AEI
Income & Growth Fund 25, LLC (successor in interest to Duke-Weeks
Realty  Limited Partnership, an Indiana limited partnership),  as
landlord  dated  October  14,  1999  (the  "  Prime  Lease")  for
property  located  at 1016 N. Rte. 59, Aurora, Illinois  as  more
particularly described in Exhibit "A"; and

     WHEREAS,  Assignee has agreed to assume and perform  certain
of Assignor's liabilities and obligations arising under the Lease
and  Prime  Lease on and after the date hereof, all in accordance
with this Assignment.

     NOW,  THEREFORE,  for good and valuable  consideration,  the
receipt  and  sufficiency of which are hereby  acknowledged,  and
intending to be legally bound, the parties agree as follows:

       a.   Assignment.  Assignor hereby assigns, transfers, and conveys
     to Assignee (i) all of Assignor's right, title and interest as
     the landlord or lessor in and to the Lease and all of the rights,
     benefits and privileges of the landlord or lessor thereunder; and
     (ii) all of Assignor's right, title and interest as the tenant or
     lessee in and to the Prime Lease and all of the rights, benefits
     and privileges of the tenant or lessee thereunder.

          b.   Indemnity by Assignor.  Assignor shall indemnify and hold
     Assignee harmless from any claim, liability or cost or arising
     out of any obligation or liability of the landlord or lessor
     under the Lease, or tenant or lessee under the Prime Lease which
     was to be performed or which became due during the period in
     which Assignor owned the Real Property.
c.   Assumption.  Assignee hereby assumes all liabilities and
obligations of Assignor under the Lease and Prime Lease which
arise on or after the date hereof and agrees to perform all
obligations of Assignor under the Lease and Prime Lease which are
to be performed or which become due on or after the date hereof.
Assignee expressly does not intend by virtue of this Assignment
and Assumption to terminate the Prime Lease and hereby expressly
waives any operation of the doctrine of merger as the same may
apply.
d.   Indemnity by Assignee.  Assignee shall indemnify and hold
Assignor harmless from any claim, liability, cost or expense
arising out of Assignee's failure to perform any obligations or
liability of the landlord or lessor under the Lease, or tenant or
lessee under the Prime Lease arising on or after the date hereof.
Assignee releases and holds Assignor harmless from any claim,
liability or cost or arising out of any obligation or liability
of the Assignor under Prime Lease.
e.   Counterparts.  This Assignment may be executed by the
parties in counterparts, in which event the signature pages
thereof shall be combined in order to constitute a single
original document.
f.   Binding Effect.  This Assignment shall be binding upon and
inure to the benefit of Assignor, Assignee and their respective
successors and assigns.

         g.   Assignor  Representation. Assignor is the  Landlord
     under  the  Lease with full right and title  to  assign  the
     Lease  and  the  Rent to Assignee as provided  herein.   The
     Lease  is  valid, in full force and effect and has not  been
     modified or amended.  So far as is known to Assignor,  there
     is no default by Tenant under the Lease and no Rent has been
     waived,  anticipated, discounted, compromised  or  released.
     Assignor is the Tenant under the Prime Lease with full right
     and  title  to assign the Tenant's interest under the  Prime
     Lease  (subject to Prime Lease Landlord consent) as provided
     herein.  The Prime Lease is valid, in full force and effect,
     and has not been modified or amended.  So far as is known to
     Assignor,  there is no default by Landlord under  the  Prime
     Lease.

     IN   WITNESS   WHEREOF,  the  parties  have  executed   this
Assignment as of the date set forth above.

                              "ASSIGNOR"

                              COMMERCIAL NET LEASE REALTY,
                              INC., a  Maryland corporation


                              By:  /s/ Kevin B Habicht
                              Name:    Kevin B Habicht
                              Title:   Executive Vice Presdient

STATE OF FLORIDA
COUNTY OF ORANGE

     The foregoing instrument was acknowledged before me this  14
day  of  December,  2005 by Kevin B Habicht,  as  Executive  Vice
President  of  COMMERCIAL  NET LEASE  REALTY,  INC.,  a  Maryland
corporation,  on  behalf of the corporation.   He  is  personally
known  to me or has produced as identification.


                                    /s/ Kella Schaible
     (NOTARY SEAL)                 Signature of Notary Public


                                   Typed or Printed Name of Notary
                                   Commission No.:
                                   My Commission Expires:




         [SIGNATURES TO CONTINUE ON THE FOLLOWING PAGE]
                              "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 16 day of December,
2005,  by  Robert P Johnson, in his 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.

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




                            EHHIBIT A

                        Legal description




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.




                                                  Lease No.  8876
                                         Meridian Shopping Center
                                                 Aurora, Illinois
                                                     Jan 23, 2000


                              LEASE

                             BETWEEN

                    CAPTEC STER AURORA L.L.C.

                               AND

                      STERLING JEWELERS INC











                                                   CONFIDENTIAL



                              LEASE

     In consideration of the rents and covenants set forth below,
Landlord (as hereinafter defined) hereby leases to Tenant (as
hereinafter defined), and Tenant hereby leases from Landlord, the
Premises (as hereinafter defined), upon the following terms and
conditions:

                            ARTICLE 1

                  FUNDAMENTAL LEASE PROVISIONS

The provisions in this Article shall be referred to in this Lease
as the "Fundamental Lease Provisions."

     1.1   EXHIBITS TO LEASE. The following exhibits are attached
to and made a part of this Lease, and are incorporated herein by
reference:

     Exhibit  "A",    The  description  of  the  Premises  (if  a
     separate descr1ption is attached).

     Exhibit "B".    The  site plan showing the location  of  the
               Premises  and the Building, the adjacent  Shopping
               Center  buildings,  parking areas,  driveways  and
               common  areas  (as cross-hatched)  and  containing
               other   general   information  relative   to   the
               development  of  the  Premises  Site  (the"   Site
               Plan").

     Exhibit "C"     The  plans  and specifications prepared  and
               provided  by  Tenant  and  approved  by  Landlord,
               wherein   are   detailed   Landlord's   Work   (as
               hereinafter  defined) in the Premises Exhibit  "C"
               shall  include  the  plans and specifications  for
               Tenant's satellite dish.

     Exhibit   "C-1".       The  list  of  items  which  comprise
Tenant's Work (as hereinafter defined).

     Exhibit "D"     The  plans  and specifications prepared  and
               provided  by  Tenant  and  approved  by  Landlord,
               wherein are detailed Tenant's exterior sign(s).

     Exhibit "E"    The cost to perform Landlord's Work.

     Exhibit "F"     The Ground Lease.

     1.2    DEFINITIONS.    Unless  otherwise   defined   herein,
capitalized term used in this
Lease  shall  have  the meanings listed in the Fundamental  Lease
Provisions.

Additional Rent:     shall  mean  all insurance premiums,  Taxes,
               operating     charges,    maintenance     charges,
               construction  costs,  reasonable  accounting   and
               legal  fees,  and  any other  charges,  costs  and
               expenses which arise or may be contemplated  under
               any provision of this Lease during the Lease Term.

Alterations:   shall    mean   any   alterations,   replacements,
               additions,  changes,  and  improvements   to   the
               Premises   as   Tenant  may  find   necessary   or
               convenient for its purposes.

Building:      shall  mean  the building containing approximately
               6000   square   feet  of  floor   area   and   all
               improvements thereto (including Tenant's Work)  to
               be  constructed on the Premises and as  identified
               on Exhibit B attached hereto.
                                                     CONFIDENTIAL




Commencement Date shall mean the earlier of (i) 60 days after the
               Delivery  Date or (ii) the day that  Tenant  opens
               for   and   conducts  business  in  the  Premises.
               Notwithstanding  anything in  this  Lease  to  the
               contrary , Tenant shall not be obligated  to  open
               for or conduct business in the Premises during any
               period  that  a  Market Condition  exists  in  the
               Shopping Center.

Common Areas:  shall  mean the parking areas, driveways,  aisles,
               sidewalks, malls (whether enclosed or unenclosed),
               truck storage areas, and other common, service and
               related areas and improvements within the Shopping
               Center,  whether open to the public  generally  or
               for   the  "non-exclusive"  use  of  one  or  more
               tenants,   as  more  particularly  identified   on
               Exhibit "8" by cross-hatching. Future easements to
               be  granted by Ground Lessor or current  easements
               to  benefit  the  rest  of  the  Shopping  Center,
               including but not limited to, ingress and  egress,
               and  parking easements and more specifically,  the
               "Access  Drives" and the "Utility Easement  Area",
               all  as generally designated on the Site Plan.  If
               any such future easements shall affect Tenants use
               or   occupancy  of  the  Premises  or  impose  any
               additional   financial   obligation   on   Tenant,
               Landlord,  or Ground Lessor, as the case  may  be,
               must  first obtain Tenant's consent, which consent
               shall not be unreasonably withheld, conditioned or
               delayed, before granting such easement.

Common Area Costs:   shall  mean Landlord's reasonable costs  for
               the  operation,  maintenance  and  repair  of  the
               interior  and exterior Common Areas identified  on
               Exhibit "B" attached hereto, consistent with other
               first- class shopping centers in the area.  In  no
               event  shall the Common Area Costs include amounts
               for  (i)  depreciation  of the  original  cost  of
               constructing, erecting and installing the Shopping
               Center,  the  Common Areas, common facilities  and
               related  services; or (ii) principal and  interest
               payments pursuant to any mortgage or deed of trust
               which encumbers the Premises or Shopping Center or
               any ground lease payments; or (iii) Taxes; or (iv)
               administrative charges, marketing fees, management
               fees,   merchants  association  fees  or   leasing
               commissions;  or  (v) legal fees incurred  in  the
               negotiation of leases for the Shopping  Center  or
               in  leasing  disputes  with Tenants;  (vi)  excess
               premiums  for insurance covering the Common  Areas
               occasioned   by   the   extra-hazardous   use   or
               activities  or  occupants other  than  Tenant;  or
               (vii)  expenses incurred due to the negligence  or
               willful misconduct of Landlord or any occupant  of
               the Shopping Center or their respective agents  or
               employees;  or (viii) costs and expenses  incurred
               for   repairs  or  replacements  due   to   faulty
               construction,  faulty  workmanship  or  structural
               defects; or (ix) costs and expenses for repairs or
               replacements due to the installation of antiquated
               machinery, equipment, components, pipes and  lines
               or   resulting   from  improper   engineering   or
               substandard quality; or (x) costs and expenses  of
               any  structural  and roof repair and  replacements
               and  renovations  to  the  Shopping  Center;  (xi)
               replacement  or  repairs covered  by  construction
               contracts  or  contractor's  warranties,   or   by
               insurance proceeds; (xii) charges or fees for,  or
               taxes  on, the furnishing of water, sewer service,
               gas, fuel, electricity or other utility


                                        2


                                                     CONFIDENTIAL

               services to those portions of the Shopping  Center
               which  are leased to tenants; (xiii) the  cost  of
               providing  janitorial or trash removal service  to
               those  portions of the Shopping center  which  are
               leased  to  tenants; (xiv) the  cost  incurred  in
               repairing or replacing structural portions of  the
               Shopping   Center;  (xv)  the  cost  of  acquiring
               property  to be added to the Shopping  Center  and
               the  cost of any construction appertaining to  any
               property  so added; or (xvi) the cost of Landlords
               federal,  state  or  local  income  taxes;  (xvii)
               expenses related to an individual occupant of  the
               Shopping  Center or to a particular tenant  space;
               or (xviii) any costs, fees, fines or penalties. or
               interest   thereon,  related  to   violations   by
               Landlord or any occupant or any governmental  law,
               ordinance, code, rule or regulation; or (xix)  any
               cost,   fees,  fines  or  penalties,  or  interest
               thereon  incurred to remediate asbestos  or  other
               environmental  conditions in the Shopping  Center;
               or  (xx)  capital expenditures; or (xxi)  reserves
               for  replacement; or (xxii) costs for insuring the
               Common      Areas;      (xxiii)     entertainment,
               transportation, means and lodging of  anyone;  and
               (xxiv)  amounts  paid  in excess  of  "competitive
               rates".

Construction Period:      shall mean the one hundred fifty  (150)
               day  period  immediately  following  the  date  of
               Tenant's Permit Approval Notice.

Delivery Date:       shall  mean the date that Landlord  delivers
               the   Premises  to  Tenant  with  Landlord's  Work
               substantially  complete  such  that   Tenant   may
               reasonably enter the Premises to perform  Tenant's
               Work.

Environmental Laws:      means all requirements of environmental,
               ecological, health, or industrial hygiene laws  or
               regulations or rules of common law related to  the
               Property,  including all requirements  imposed  by
               any   law.  rule,  order,  or  regulation  of  any
               federal,  state, or local executive,  legislative,
               judicial,  regulatory,  or administrative  agency,
               board,  or  authority which relate to  (i)  noise;
               (ii)  pollution or protection of the air,  surface
               water,   ground  water,  or  land;  (iii)   solid,
               gaseous,  or  liquid waste generation,  treatment,
               storage,   disposal,   or   transportation;   (iv)
               exposure to Hazardous Materials; or (v) regulation
               of  the manufacture, processing, distribution  and
               commerce. use, or storage of Hazardous Materials.

Force Majeure:       shall  mean  the occurrence of  one  of  the
               following listed events which prevents, delays  or
               hinders   the  performance  of  any  act  required
               hereunder: strikes, lockouts, inability to procure
               materials,    failure   of   power,    restrictive
               governmental    laws   or   regulations,    riots,
               insurrection, war, or any other reason of  a  like
               nature  not  the  fault of the  party  delayed  in
               performing  work or doing any act  required  under
               the terms of this Lease.

Gross Leasable Area:     shall mean the number of square feet  of
the Building.

Ground Lease:  shall  mean  that certain lease for  the  Premises
               entered  into  by and between Landlord  and  Duke-
               Weeks Realty Limited Partnership ("Ground Lessor')
               dated October 14, 1999.


                                   3
                                                     CONFIDENTIAL


Ground Lease Rent:  shall mean all rents, penalties and fees  due
and payable under the Ground Lease.

Hazardous Materials:     means any of the following as defined by
               the  Environmental Laws: solid wastes; medical  or
               nuclear  waste  or materials; toxic  or  hazardous
               substances; natural gas, liquefied natural gas  or
               synthetic   fuel   gas;  petroleum   products   or
               derivatives,  wastes  or contaminants  (including,
               without  limitation,  polychlorinated  biphenyls);
               paint  containing  lead;  urea-formaldehyde   foam
               insulation;    asbestos    (including,     without
               limitation,  fibers  and  friable  asbestos);  ex-
               plosives, and discharges of sewage or effluent.

Increase Date:       fifth  (5th) anniversary of the Commencement
               Date,   and   every  five  (5)  years  thereafter,
               including renewal terms.

Increase Percentage:     ten percent (10%).
Initial  Term:        twenty  (20)  years,  commencing   on   the

Commencement Date.

               Interest  on Overdue Amounts: shall mean  interest
               at  a per annum rate equal to the "prime rate" (or
               substantial  equivalent) announced  from  time  to
               time  (as  adjusted  monthly)  by  Comerica  Bank,
               Detroit,  Michigan,  plus 2%;  provided,  however,
               that if such rate shall exceed the lawful rate  of
               interest  which  Landlord is  entitled  to  charge
               under  applicable law, then the per annum rate  of
               interest on any such overdue amounts shall be  the
               maximum rate permitted by applicable law.

Landlord:           Captec Ster Aurora, L.L.C.
               24 Frank Lloyd Wright Drive
               Lobby L 4th Floor, P. 0. Box 544
               Ann Arbor, Michigan 48106-0544
               FAX: (734) 994-1376

Landlord's Work:     shall mean the work to be performed by or at
               the  direction  of  Landlord in  constructing  the
               Premises   and   related  improvements   as   more
               particularly  specified in Article  15  below  and
               Exhibit C.

Late  Charge:         shall mean an amount equal  to  4%  of  the
overdue amount.

Lease Year:    shall  mean  a  period of twelve (12)  consecutive
               calendar  months  during the Term,  the  first  of
               which  shall  begin on the first day  of  February
               next following the Commencement Date, (unless  the
               Commencement  Date  shall  be  the  first  day  of
               February,  in  which event the  first  lease  year
               shall  begin on the Commencement Date) and  ending
               on the following January 31.

Market Condition:    shall  mean that any portion of the Shopping
               Center,  or any additions thereto, other than  the
               Premises,  are used or occupied for the  Permitted
               Use or if any sales area therein is designated for
               the Permitted Use.



                                   4


                                                     CONFIDENTIAL
Minimum Monthly
Rent:          13%  of the. Premises Cost (as detailed on Exhibit
               E)  divided  by  twelve, subject to proration  and
               adjustment as provided in Article 2.3.

Permitted Hazardous
Material:      means  any  Hazardous Material which is  necessary
               and  commercially reasonable for the provision  of
               any good or service related to the Permitted Use.

Permitting Period:   shall mean the 60 days immediately following
               the date Landlord executes this Lease.

Permitted Use:       shall  mean the display and sale, at retail,
               of  gold, silver, diamonds, colored gemstones  and
               other  fine jewelry, watches, and clocks, crystal,
               porcelain  and  related  items  normally  sold  in
               Tenant's  other stores and, as incidental thereto,
               the  repair and/or appraisal of the same  and  any
               other use permitted by the Ground Lease.

Plans and Specifications: shall mean the plans and specifications
               for  the construction of the Premises, in the form
               of  Exhibit  "C", as the same may be  modified  by
               written  agreement  by  and between  Landlord  and
               Tenant.

Premises:      that  certain  real  property located  within  the
               Shopping   center  consisting  of   space   having
               approximately square feet of Gross Leasable  Area,
               together  with  all improvements located  thereon,
               commonly  known  as the Meridian  Shopping  Center
               located  at the northwest corner of Route  59  and
               Meridian Parkway, Aurora, Illinois 60504 and  more
               particularly  described in  Exhibit  "A"  attached
               hereto.

Premises Cost:       shall  mean  the cost to perform  Landlord's
               Work,  which  cost  is  computed  on  Exhibit  "E"
               attached hereto and made a part hereof, subject to
               adjustment as provided in Article 2.3.

Premises Site:      shall mean the land described on Exhibit A.

Renewal Terms:      4 terms of 5 year(s) each.

Shopping  Center:     shall  mean the  Meridian  Shopping  Center
located at Aurora,
               Illinois,  consisting of all  buildings  including
               the  Premises and other improvements located  upon
               the Shopping Center site.

Shopping Center   Site:     shall  mean  the  land  described  on
               Exhibit"  A"  on  which the Shop- ping  Center  is
               located.

Sign Drawings:       shall mean the plans and specifications  for
               Tenant's exterior sign(s) on the Premises, in  the
               form  of  Exhibit 'D", as the same may be modified
               by  written agreement by and between Landlord  and
               Tenant.

Substitute Rent:    shall mean only the amounts due for Taxes and
               Common  Area Costs, if any, in lieu of the Minimum
               Monthly Rent required to be paid hereunder.
                                   5




                                                     CONFIDENTIAL
Taxes:         shall include:
               (a) any form of real estate tax or assessment,  ad
               valorem tax or gross receipts tax, imposed by  any
               authority having the direct or indirect  power  to
               tax, including any city, county, state, or federal
               government, or any school, agricultural, sanitary,
               fire,   street,  drainage,  or  other  improvement
               district  thereof, on, against or with respect  to
               the  Premises, this Lease, any legal or  equitable
               interest  of Landlord or any superior landlord  in
               the  Premises or in the real property of which the
               Premises are a part, Landlord's right to  rent  or
               other income therefrom and Landlord's business  of
               leasing the Premises;

               (b)  any  tax,  fee,  levy,  assessment,  penalty,
               interest  or other charge (i) in substitution  of,
               partially   or  totally,  any  tax,   fee,   levy,
               assessment,   or  charge  included   within   this
               definition  of Taxes, or (ii) any tax or  increase
               in  any  tax  which is imposed as a  result  of  a
               transfer,  either partial or total, of  Landlord's
               interest in the Premises to Tenant, or (iii) which
               is  imposed  by  reason of this  transaction,  any
               modifications or changes hereto, or any  transfers
               hereof; and

               (c)   inspection  fees,  taxes,  bonds,   permits,
               certificates, assessments and sales, use, property
               or  other  taxes,  fees or  tolls  of  any  nature
               whatsoever (together with any related interest  or
               penalties)   now  or  hereafter  imposed   against
               Landlord  or Tenant by any federal, state,  county
               or  local  governmental  authority  upon  or  with
               respect to the Premises or the use thereof or upon
               the  possession, leasing, use operation  or  other
               disposition thereof or upon the rents receipts  or
               earnings arising therefrom or upon or with respect
               to this Lease; and

               (d)  taxes assessed against and levied upon  trade
               fixtures,  furnishings, equipment, and  all  other
               personal  property  of  Tenant  contained  in  the
               Premises or elsewhere, which Tenant shall cause to
               be  separately  assessed and  billed  directly  to
               Tenant.

               Notwithstanding  the foregoing, the  term  "Taxes"
          shall   not  Include  any  general       income  taxes,
          inheritance  taxes,  and estate taxes  im-  posed  upon
          Landlord.

Tenant:        Sterling Jewelers Inc. 375 Ghent Road
               Akron, Ohio 44333
               FAX: (330) 668-5050

Tenant's Work:       shall mean the work, if any, to be performed
               by  or at the direction of Tenant in finishing the
               Premises   as   provided   in   the   Plans    and
               Specifications,    and   as   more    specifically
               identified on Exhibit C-1, attached hereto.




                                   6



                                                     CONFIDENTIAL



Unamortized Premises

Cost:           shall mean the Premises Cost, adjusted based on a
               twenty (20) year straight line depreciation basis.

                            ARTICLE 2

                          TERM AND RENT

     2.1   Term. The Initial Term of this Lease shall be  as  set
forth in the Fundamental Lease Provisions. Provided Tenant is not
then in default under this Lease, Tenant shall have the option to
extend the Initial Term by the number of successive Renewal Terms
described in the Fundamental Lease Provisions by giving  Landlord
written  notice of its election to extend the term of this  Lease
by  the  succeeding Renewal Term not less than 90 days  prior  to
expiration of the Initial Term or the then-running Renewal  Term,
as  the case may be.  Excepting the amount of the Minimum Monthly
Rent,  as adjusted, the terms and conditions of this Lease  shall
apply  during each Renewal Term. The Initial Term, as it  may  be
extended  by  one  or  more Renewal Terms  shall  be  hereinafter
referred to as the "Lease Term."

     2.2  Interim Monthly Rent     During the Construction Period
Tenant  shall pay to Landlord Interim Monthly Rent.  The  Interim
Monthly Rent payment shall be equal to an interest rate of  prime
plus  one  percent (1%) per annum, payable monthly, on Landlord's
outstanding  construction  loan amount.  Tenant's  final  Interim
Monthly Rent payment shall be due on the Delivery Date and  shall
include  a  fee  of  one percent (1%) of the  construction  costs
outlined on Exhibit E. Tenant's obligation to pay Interim Monthly
Rent  shall terminate as of the earlier of i) the Delivery  Date,
or  ii)  the  last  day  of the Construction Period.  Thereafter,
Tenant shall pay the Minimum Monthly Rent described below.

     2.3  Monthly Rent Payments

          2.3.1      Minimum  Monthly  Rent.  For  the  use   and
     occupancy  of  the Premises, Tenant shall pay  Landlord  the
     Minimum  Monthly  Rent,  in  advance,  commencing   on   the
     Commencement. Date and continuing on the first day  of  each
     calendar month thereafter during the Lease Term, without any
     offset  or  deduction  except as specifically  provided  for
     herein.  The Minimum Monthly Rent payable under  this  Lease
     shall  increase by the Increase Percentage on each  Increase
     Date. Should the Lease Term commence on a day other than the
     first  day  of  a calendar month, then the rental  for  such
     first  fractional month shall be computed on a  daily  basis
     for the period from the Commencement Date to the end of such
     calendar  month at an amount equal to 1/30th of the  Minimum
     Monthly  Rent for each day. Should the Lease Term end  on  a
     day  other than the last day of a calendar month,  then  the
     rental  for  such fractional month shall be  computed  on  a
     daily  basis  at  an amount equal to 1/30th of  the  Minimum
     Monthly  Rent  for each day. Tenant shall pay  Landlord  the
     Minimum Monthly Rent in lawful money of the United States at
     the  address for Landlord set forth in the Fundamental Lease
     Provisions, or to such other persons or at such other places
     as Landlord may designate in writing to Tenant. Landlord and
     Tenant  acknowledge  that the Premises Cost  computation  on
     Exhibit  E  is  an estimate, and agree to supplement  and/or
     amend   Exhibit  E  after  the  Premises  Cost  is  actually
     determined.  Landlord and Tenant shall retroactively  adjust
     the Minimum Monthly Rental payments once the computation  of
     Exhibit E has been finalized.

          2.3.2      Ground Lease Rent. In addition to any  other
     rental  obligations hereunder, Tenant shall pay directly  to
     Ground  Lessor  all Ground Lease Rent required  to  be  paid
     pursuant to the terms of the Ground Lease.

     2.4   Additional  Rent. In addition to the  Minimum  Monthly
Rent,  as increased, Tenant shall pay to the parties respectively
entitled thereto all Additional Rent. Tenant shall furnish to

                                   7




                                                    CONFI DENTIAL
Landlord,  promptly  after  payment of  any  Taxes  or  insurance
premiums  (and  at least ten (10) days before the date  when  the
Additional  Rent would become delinquent), and, with  respect  to
any  other  Additional Rent, promptly upon request  of  Landlord,
official receipts or other satisfactory proof evidencing  payment
of  such  Additional  Rent. Upon Tenant's  failure  to  pay  such
Additional Rent on more than one occasion during any twelve month
period,  where  after  written notice thereof  from  Landlord  to
Tenant  such second event of failure shall continue for a  period
of  15 days, Landlord shall have the option to require Tenant  to
deposit with Landlord (i) funds sufficient for the payment of the
current  Additional Rent required to be paid by Tenant hereunder,
and   (ii)  one-twelfth  of  the  current  annual  or  annualized
Additional  Rent, as the case may be (or those of  the  preceding
years  if  the current amounts thereof have not been  fixed),  in
advance  and on the same day upon which the Minimum Monthly  Rent
is due.

     2.5   Late Charge. If any installment of the Monthly Minimum
Rent or any other payment provided for under this Lease which  is
payable  by Tenant is not received by Landlord by the  date  when
due,  Tenant  shall,  within 10 days after  written  notice  from
Landlord  to  Tenant, pay Landlord the Late Charge. Landlord  and
Tenant  agree  that  the  Late  Charge  represents  a  fair   and
reasonable estimate of the costs that Landlord will incur because
of any such late payment by Tenant. Acceptance of the Late Charge
by Landlord shall not constitute a waiver of Tenant's default, if
any,  with  respect to the overdue amount, nor  prevent  Landlord
from  exercising  any  other  rights and  remedies  available  to
Landlord under this Lease.

     2.6   Interest on Overdue Amounts. The Minimum Monthly Rent,
the Additional Rent and all other amounts due Landlord under this
Lease  which are not paid when due shall bear Interest as defined
in the Fundamental Lease Provisions from the date due until paid.

     2.7  Net  Lease:  Appointment of Tenant as  Attornev-in-Fact
Solelv  for  Operational Matters. This Lease is what is  commonly
called  a  triple  net lease, it being understood  that  Landlord
shall receive the Minimum Monthly Rent free and clear of any  and
all Taxes, other Additional Rent, liens, charges, liabilities  or
expenses of any nature whatsoever incurred in connection with the
ownership or operation of the Premises.

     The parties acknowledge and agree that this Lease is a "pass-
through"  lease, meaning that all of the rights granted  to,  and
all  the  obligations and duties imposed on, Landlord  as  lessee
under  the Ground Lease shall bind and burden, and inure  to  the
benefit  of, Tenant hereunder. Tenant hereby accepts such  rights
and  benefits  and hereby agrees to perform all such  duties  and
obligations.   Without  limiting  the  foregoing,   the   parties
acknowledge that Tenant need not obtain Landlord's prior approval
and  consent  to  perform such duties and obligations  under  the
Ground Lease that are directly related to Tenant's ordinary, day-
to-day  business operations and do not affect adversely  Landlord
or  the  Ground Lease leasehold. The parties further  acknowledge
and  agree  that, in the event of an emergency, Tenant  shall  be
authorized  to, and shall perform such actions as are  reasonably
necessary  under  the  circumstances to protect  and/or  preserve
Landlord  and  Tenant's  leasehold interests,  and  shall  notify
Landlord of the same as soon as practicable thereafter.

     Subject  to  the  terms  and  provisions  set  forth  below,
Landlord  hereby irrevocably appoints Tenant as its  attorney-in-
fact  for  the sole purpose of pursuing, in Landlord's place  and
stead,  enforcement  of  Ground Lessor's  obligations  under  the
Ground  Lease  with  respect  only to the  following  operational
matters  and no other: (i) maintenance and repair of  the  Leased
Premises  and  common  areas,  (ii)  co-tenancy,  (iii)  Tenant's
exclusive  use  rights,  and (iv) insurance.  Tenant  shall  give
Landlord  five (5) days prior written notice of its intention  to
act  as  Landlord's attorney-in-fact. Tenant's notice  shall  set
forth with particularity the nature of Ground Lessor's failure to
perform  and  the  nature of the relief  Tenant  is  seeking.  If
Landlord  notifies Tenant within said five (5)  day  period  that
Landlord has commenced, or will commence within said five (5) day
period,  enforcement of Ground Lessor's obligations, then  Tenant
shall not be
                                   8



                                                     CONFIDENTIAL

authorized to do so in Landlord's place and stead. In such event,
Landlord shall pursue such enforcement with all due diligence and
in  good  faith, and the parties shall cooperate fully with  each
other.  If  within  said five (5) day period,  however,  Landlord
fails  either  to  respond to Tenant's written notice,  or  gives
Tenant  notice  of its election to permit Tenant to  pursue  such
enforcement  in  Landlord's place and stead,  then  Tenant  shall
undertake  such enforcement with all due diligence  and  in  good
faith, and the parties shall cooperate fully with each other.

     Tenant  acknowledges  the fiduciary obligations  imposed  on
Tenant  when acting as Landlord's attorney-in-fact. Tenant agrees
to  indemnify, defend and hold Landlord harmless from and against
any  and all loss, cost or damage resulting from Tenant's actions
or  inaction as Landlord's attorney-in-fact, including,  but  not
limited  to, Landlord's expenses, including reasonable attorneys'
fees,  if  any,  in connection therewith. Tenant  shall  have  no
authority to enter into a compromise and settlement, nor  to  act
in  Landlord's place and stead as it's attorney- in-fact if:  (i)
Tenant  is in default under this Lease or the Ground Lease;  (ii)
Tenant  is  in anticipatory default of this Lease or  the  Ground
Lease;  (iii)  Landlord's obligations under  this  Lease  or  the
Ground  Lease  have  been terminated; (iv) this  Lease  has  been
terminated  without  the  concurrent termination  of  the  Ground
Lease;  (v)  Landlord has notified Tenant that  it  has  or  will
commence   enforcement  within  said  five  (5)  day  period   as
hereinbefore  provided; and (vi) the obligation of Ground  Lessor
being  enforced  involves  matters  other  than  the  operational
matters  specified  above, in which case  Landlord  shall  pursue
enforcement  with  all due diligence and in good  faith.  In  the
event  of  an  occurrence of any event set forth subsections  (i)
through  (iv)  of this paragraph, the appointment  of  Tenant  as
Landlord's attorney-in-fact shall automatically terminate and  be
of no further force or effect.

     2.8    Additional   Ground  Lease  Payments.   The   parties
acknowledge that certain other payments in addition to rent  may,
from  time  to  time, become due and payable by Landlord  in  its
capacity  as  Ground  Lessee under the Ground  Lease.  Except  as
otherwise   provided  herein,  all  such  items  shall   be   the
responsibility of Tenant, who shall make these payments to or  on
behalf  of Ground Lessor or Landlord, as the case may  be,  in  a
timely manner.

                            ARTICLE 3

                       USE OF THE PREMISES

     3.1.       Tenant shall use the Leased Premises  solely  for
the  Permitted Use, or any other lawful purpose as long  as  such
use  does  not diminish the value of the Premises or violate  any
existing  exclusive  uses  then in effect  with  respect  to  the
Premises.

     3.2  Condition of Premises. Subject to Section 6.2.1, and as
may  otherwise  be pro- vided in this Lease, Tenant  accepts  the
Premises  in its "as is" condition and acknowledges that Landlord
makes no warranty with respect to the Premises.

     3.3  Compliance With Law.

          3.3.1     At Tenant's sole expense, Tenant shall comply
     in   all  material  respects  with  the  Ground  Lease,  all
     applicable laws, ordinances, orders, rules, regulations,  of
     any  governmental authorities and with any directive of  any
     public  officer imposing any violation, order or  duty  upon
     Landlord or Tenant with respect to the Premises, the use  or
     occupation  thereof  or signage thereon, including,  without
     limitation,   any   governmental  law  or   statute,   rule,
     regulation,  ordinance, code, policy or rule of  common  law
     now  or  hereafter  in effect relating to  the  environment,
     health or safety .

          3.3.2      Tenant shall not use or permit the  Premises
     to  be  used  in  any  manner which will  result  in  waste,
     reasonable  wear  and  tear and casualty  excepted,  or  the
     creation of a

                                   9




                                                     CONFIDENTIAL

nuisance,  or  shall violate the terms of the  Ground  Lease  and
Tenant  shall  maintain the Premises free  of  any  objectionable
noises, odors, or disturbances.

     3.4    Environmental  Compliance.      The  terms  of   this
provision  shall be governed by Article 21 of the  Ground  Lease.
Excepting pre-existing conditions, acts or omissions of  Landlord
or  its  agents, or acts or omissions of any third  parties,  for
which  Tenant  shall have no 1iability, Tenant  acknowledges  the
following:

     3.4.1      At its sole cost and expense at all times  during
the   Term,  Tenant  shall  comply  in  all  respects  with   the
Environmental Laws in its use and operation of the Premises.

     3.4.2      Tenant shall not use the Premises for the purpose
of storing Hazardous Materials except in full compliance with the
Environmental Laws and other applicable law, and shall not  cause
the release of any Hazardous Material.

     3.4.3      Tenant  shall  notify Landlord  promptly  and  in
reasonable  detail should Tenant become aware of or  suspect  (i)
the  presence  of  any Hazardous Material on the Premises  (other
than any Permitted Hazardous Materials ), or (ii) a violation  of
the Environmental Laws on the Premises.

     3.4.4     If Tenant uses or permits the Premises to be  used
so as to subject Tenant, Landlord or any occupant of the Premises
to  a  claim  of  violation  of  the Environmental  Laws  (unless
contested  in  good  faith  by appropriate  proceedings),  Tenant
shall,  at its sole cost and expense, immediately cease or  cause
cessation  of such use or operations and shall remedy  and  fully
cure any conditions arising therefrom.

     3.4.5      At  its sole cost and expense, Tenant  shall  (i)
immediately  pay,  when  due, the cost  of  compliance  with  the
Environmental Laws within the Premises required as  a  result  of
any acts or omissions of Tenant, or as otherwise required by this
Lease,  and  (ii)  keep the Premises free of  any  liens  imposed
pursuant  to  the Environmental Laws. At all times  Tenant  shall
use, handle and dispose of any Permitted Hazardous Material in  a
commercially  reason-  able manner and  in  compliance  with  the
Environmental  Laws  and  applicable industry  standards.  Tenant
shall cooperate with Landlord in any program between Landlord and
any  governmental entity for proper disposal and/or  recovery  of
any Permitted Hazardous Material.

     3.4.6      Tenant  shall indemnify, save and  hold  Landlord
harmless  from and against any claim, liability, loss, damage  or
expense  (including,  without limitation,  reasonable  attorneys'
fees and disbursements) arising out of any violation by Tenant of
the  covenants contained in this Section, or out of any violation
of  the  Environmental  Laws by Tenant,  its  owners,  employees,
agents,   contractors,  customers,  guests  and  invitees.   This
indemnity  obligation shall survive the expiration or termination
of this Lease.

     3.4.7     In the event that Tenant fails to comply with  the
any  of  the  foregoing requirements of this Section,  after  the
expiration of the cure period permitted under the Environ- mental
Laws,  if  any, Landlord may, but shall not be obligated  to  (i)
elect  that such failure constitutes a default under this  Lease;
and/or  (ii) take any and all actions, at Tenant's sole cost  and
expense, that Landlord deems necessary or desirable to cure  such
noncompliance.  Tenant  shall reimburse Landlord  for  any  costs
incurred  by  Landlord  in  exercising  its  options  under  this
Subsection within 5 days after receipt of a bill therefor.

     3.4.8       Existing  Conditions.  Notwithstanding  anything
herein or in the Ground Lease to the contrary, in no event  shall
Tenant have any liability resulting from any conditions existing,
or  events  occurring,  or any Hazardous Substances  existing  or
generated at in, on,

                                        10





                                                     CONFIDENTIAL

under   or  in  connection  with  the  Premises  prior   to   the
Commencement  Date  of  this Lease except to  the  extent  Tenant
caused the same.

     3.4.9      Landlord acknowledges and covenants that  in  the
event  that, through no fault of Tenant, Tenant's use,  occupancy
and   enjoyment  of  ("Occupancy")  in  the  Premises  shall   be
materially interfered with by the existence or remediation of any
Hazardous Material located on, in or under the Shopping Center or
Shopping Center Site (except for any Hazardous Material  used  by
Tenant), then (i) throughout such period of interference, a  fair
and  just  proportion  of  the rents and  other  charges  payable
hereunder  taking into account the nature of the interference  to
Tenant's  Occupancy,  shall  be  abated,  and  (ii)  if  Tenant's
occupancy shall be substantially impaired for a period  of  three
(3) months or more, then Tenant shall have the right to terminate
this  Lease by giving written notice to Landlord of its  election
to  do so, whereupon this Lease shall automatically terminate and
end  effective  as of the date of such notice and  neither  party
shall  have any further obligations hereunder. However,  Landlord
may  nullify Tenant's notice of termination if, at the time  such
notice   is   given,  Landlord  is  diligently  prosecuting   the
rectification   of  such  Hazardous  Material  interference   and
thereafter  completes the rectification in  accordance  with  all
applicable governmental laws, codes, regulations and requirements
within  one  (1)  year  after the date  of  Tenant's  termination
notice,  whereupon this Lease shall continue in  full  force  and
effect  in  accordance  with its terms, it being  understood  and
agreed  that  the  abatement  provided  in  clause  (i)  of  this
paragraph   shall  continue  throughout  the   period   of   such
rectification by Landlord. Should Tenant terminate this Lease  as
provided in this Section 3.4.9, Tenant shall pay to Landlord  the
Unamortized Premises Cost.

     3.4.10     The provisions of this Section shall survive  the
expiration or termination of the Lease Term.

     3.5   Permits  and  Licenses. After Tenant's  acceptance  of
Landlord's  delivery  of  the Premises, Tenant  shall  be  solely
responsible for applying for and securing any building permit  or
permission  of any duly constituted authority for the purpose  of
doing  any  of the things Tenant is required or permitted  to  do
under the provisions of this Lease.

     3.6  Termination Payment. Tenant acknowledges that, pursuant
to  the  Ground Lease, Tenant shall be obligated to make  certain
additional  payments to Landlord in the event the  Ground  Lease,
and  in  turn, this Lease, is terminated pursuant to  the  rights
granted to Ground Lessor or Landlord in Sections 3.01 and 3.04 of
the Ground Lease.

     Tenant  agrees  to  pay Landlord a sum computed  based  upon
Landlord's  internal rate of return (the "IRR') for the  Premises
Cost  (as  detailed  on  Exhibit "E" hereto)  plus  a  Landlord's
development fee of One Hundred Eighty Thousand Dollars and 00/100
($180,000.00)  (the "Land- lord's Development  Fee");  which  IRR
shall be based on the following formula:

     (a)  Landlord's IRR shall be computed at the commencement of
the  Lease  Term  and  shall  be  included  in  the  Commencement
Agreement.  For  purposes of this provision,  the  IRR  shall  be
determined based on the following criteria:

     (i)  the Premises Cost;
     (ii)      a capitalization rate of 13.5% for the first Lease
          Year and 14.2% for each following Lease Year;
     (iii)      the  Minimum Monthly Rental for the Initial Term,
          as adjusted; (iv) the Initial Term (i.e., a twenty (20)
          year term);

     (b)   In  the  event of an early termination of  the  Ground
Lease  as  provided  in this Section 3.8, the  remaining  Minimum
Monthly  Rental  owed  by  Tenant  under  this  Lease  shall   be
calculated by Landlord and Tenant. Once so determined,  said  sum
shall be discounted to the date

                                   11


                                                     CONFIDENTIAL

of  the  Ground  Lease  termination  at  the  IRR  determined  in
subsection (a) above. The sum determined by said calculation (the
"Termination  Payment') shall be due and  payable  by  Tenant  to
Landlord, subject to further adjustment as provided herein.

     (c)  In addition to the Termination Payment, if Landlord  is
obligated to pay a leasehold mortgagee any sum due as a result of
the  early  termination of the Ground Lease or  this  Lease  (the
"Lender's  Payment'), Tenant also agrees  to  pay  said  sums  to
Landlord upon being presented with an appropriate invoice. Tenant
understands that said Lender's Payment may include, but  may  not
be  limited  to,  a  prepayment penalty, additional  interest  or
charges,  and  attorney's fees. The Termination Payment  and  the
Lender's Payment are collectively referred to as the "Termination
Fee".

In  the event Ground Lessor is obligated to make any payments  to
Landlord as a result of the termination of the Ground Lease,  any
and  all  of  said  payments  shall  be  applied  first,  to  the
Termination   Fee  due  Landlord,  and  the  balance   thereafter
remaining shall be payable by Tenant to Landlord. The Termination
Fee,  as  the  same may be reduced, shall be payable to  Landlord
within  ten  (10)  days  of receipt of an appropriately  detailed
invoice  from  Landlord.  The  failure  of  Tenant  to  pay   the
Termination Fee shall be deemed an automatic default  under  this
Lease  entitling Landlord to immediately proceed to exercise  any
and  all  of  its  rights and remedies hereunder without  further
notice to Tenant.

     3.  7       Exclusive Use. Pursuant to the terms of  Section
12.13  of the Ground Lease, Tenant is granted an exclusive  right
at  the  Shopping Center to operate under its Permitted Use.  The
terms  and  conditions  of such exclusive shall  be  governed  by
Article 12 of the Ground Lease.

                            ARTICLE 4

                       TAXES AND UTILITIES

     4.1  Payment of Taxes. Tenant shall pay the Taxes applicable
to  the  Premises during the Lease Term: Landlord  shall  provide
Tenant  with  copies of any tax bills applicable to the  Premises
promptly after receipt of such bills. All such payments shall  be
made  at  least  10 days prior to the delinquency  date  of  such
payment.  Tenant shall indemnify and hold Landlord harmless  from
and  against  any Taxes and shall promptly furnish Landlord  with
satisfactory  evidence that such Taxes have  been  paid.  If  any
Taxes  paid by Tenant shall cover any period prior to,  or  after
the  expiration  of,  the  Lease Term, Landlord  shall  reimburse
Tenant  to the extent required. If Tenant shall fail to  pay  any
such   Taxes,  Landlord  shall  have  the  right  (but  not   the
obligation)  to  pay the same, in which case Tenant  shall  repay
such  amount plus any penalties and interest resulting  therefrom
to Landlord within 5 days after receipt of a bill therefor.

     4.2  Intentionally omitted.

     4.3  Tenant's Right to Contest Taxes.

     4.3.1      At  its sole cost and expense, Tenant shall  have
the right to contest the amount or validity, in whole or in part,
of  any Taxes by appropriate proceedings diligently conducted  in
good faith, but no such contest shall be carried on or maintained
by  Tenant  after  the time limit for the payment  of  any  Taxes
unless Tenant shall (i) pay the amount involved under protest  as
required by the Ground Lease; (ii) procure and maintain a stay of
all  proceedings to enforce any collection of any Taxes, together
with all penalties, interest, costs and expenses, by a deposit of
a  sufficient  sum of money, or by such undertaking,  as  may  be
required  or permitted by law to accomplish such stay;  or  (iii)
deposit with Landlord, as security for the performance by  Tenant
of  its obligations hereunder with respect to such Taxes, 120% of
such contested amount or such other reasonable security as may be
reasonably demanded by Landlord to insure payment of


                                   12

                                                     CONFIDENTIAL

such  contested  Taxes and all penalties, interest  ,  costs  and
expenses which may accrue during the period of the contest.  Upon
the  termination of any such proceedings, Tenant  shall  pay  the
amount  of  such Taxes or part thereof, as finally determined  in
such  proceedings, together with any costs, fees  (including  all
reasonable  attorneys'  fees and expenses),  penalties  or  other
liabilities  in  connection therewith.  However,  if  Tenant  has
deposited  cash  or  cash equivalents with Landlord  as  security
under  clause  (iii) above, then, so long as  no  default  exists
under  this Lease, Landlord shall arrange to pay such  Taxes  (or
part  thereof)  together  with the  applicable  costs,  fees  and
liabilities  as  described  above  out  of  such  cash  or   cash
equivalents  and  return any unused balance, if any,  to  Tenant.
Otherwise, Landlord shall return to Tenant all amounts,  if  any,
held  by or on behalf of Landlord which were deposited by  Tenant
in accordance with such clause (iii).
     4.3.2      At  its cost and expense, Tenant shall  have  the
right  to  seek a reduction in the valuation of the  Premises  as
assessed  for  tax  purposes  and  to  prosecute  any  action  or
proceeding in connection therewith. Provided it is not in default
hereunder, Tenant is authorized to retain any refund of any Taxes
paid by Tenant.

     4.3.3       Landlord   agrees   that   whenever   Landlord's
cooperation  is required in any proceeding brought by  Tenant  to
contest  any  tax,  Landlord will reasonably  cooperate  therein,
provided the same shall not entail any cost, liability or expense
to  Landlord.  Tenant  shall  pay, indemnify  and  save  Landlord
harmless of and from, any and all liabilities, losses, judgments,
decrees,  costs and expenses (including all reasonable attorneys'
fees  and  expenses) in connection with such contest  and  shall,
promptly after the final settlement, fully pay and discharge  the
amounts which shall be levied, assessed, charged or imposed or be
determined to be payable therein or in connection therewith,  and
Tenant  shall  perform and observe all acts and obligations,  the
performance  of  which shall be ordered or decreed  as  a  result
thereof.  No such contest shall subject Landlord to the  risk  of
any  civil  liability or the risk of any criminal liability,  and
Tenant  shall  give  such  reasonable indemnity  or  security  to
Landlord  as  may reasonably be demanded by Landlord  to  insurer
compliance with the foregoing provisions of this Section.

     4.4   Payment of Utilities. Tenant shall pay to the  utility
companies  or other parties entitled to payment the cost  of  all
water,  heat, air conditioning, gas, electricity, telephone,  and
other  utilities  and services provided to or for  the  Premises,
including, without limitation, connection fees and taxes thereon.

                            ARTICLE 5

                  INSURANCE AND INDEMNIFICATION

     5.1  Tenant's Insurance. From and after taking possession of
the  Premises, Tenant shall carry and maintain, at its sole  cost
and expense, the following types and amounts of insurance, unless
greater  or more inclusive insurance is required by the terms  of
the  Ground  Lease. In such event, the terms of the Ground  Lease
shall control Tenant's insurance requirements:


                                                     CONFIDENTIAL

Insurance     Tvpe                     Amount     of     Coverage
Risks Covered

Commercial   General         $1,000,000   per   occurrence    and
bodily injury, property damage Liability               $2,000,000
in the aggregate         and contractual liability
Property Damage           full replacement value             "all
               risk", including sprinkler
                                             damage

Business Interruption      not  less  than  12  installments   of
                    loss  of  earnings  by at least  the  Minimum
                    Monthly  Rent             perils of fire  and
                    lightning,
                                             extended   coverage,
                                             vandalism, malicious
                                             mischief and sprink-
                                             ler leakage
Worker's compensation         as required by law

     5.2  Policy Form

          5.2.1     Tenant shall obtain all policies of insurance
     required  by Section 5.1 from insurance companies having  an
     A.  M. Best rating of A+ or better which are qualified to do
     business   in  the  jurisdiction  where  the  Premises   are
     situated. All such policies shall be issued in the names  of
     Landlord  and  Tenant,  and if requested  by  Landlord,  any
     mortgagee   or   beneficiary  of  Landlord,  as   additional
     insureds. In addition, all such policies providing  coverage
     for  physical damage shall include loss payee and  mortgagee
     endorsement in favor of Landlord and Land- lord's  mortgagee
     or beneficiary, respectively and as applicable. Tenant shall
     cause  copies  of such policies of insurance  or  originally
     executed  certificates thereof to be delivered  to  Landlord
     prior  to its execution of this Lease, and not less than  30
     days  prior  to any renewal thereof. As often  as  any  such
     policy  shall expire or terminate, Tenant shall procure  and
     maintain  renewal  or additional policies with  like  terms.
     None   of  such  policies  shall  contain  any  co-insurance
     requirements.  All such policies shall provide  for  written
     notice  to  Landlord  and any mortgagee  or  beneficiary  of
     Landlord  not  less than 10 days prior to any  modification,
     cancellation,  lapse,  or  reduction  in  the   amounts   of
     insurance, and shall further provide that any loss otherwise
     payable thereunder shall be payable notwithstanding any  act
     or negligence of Landlord or Tenant which might, absent such
     provision,  result in a forfeiture of all  or  part  of  the
     payment  of  such  loss.  All  general  liability,  property
     damage, and other casualty policies shall be written  on  an
     occurrence basis as primary policies, not contributing  with
     or in excess of coverage which Landlord may carry.

          5.2.2      Tenant's obligations to carry the  insurance
     provided for above may be brought within the coverage of  an
     "umbrella"  policy  or  policies of  insurance  carried  and
     maintained by Tenant; provided, however, that such policy or
     policies  shall (i) have limits of not less than $5,000,000,
     (ii)  name  Landlord  and any mortgagee  or  beneficiary  of
     Landlord  as  additional  insureds as  their  interests  may
     appear,   and  (iii)  provide  that  the  coverage  afforded
     Landlord will not be reduced or diminished by reason of  the
     use  of  such  blanket  policies. Tenant  agrees  to  permit
     Landlord  at all reasonable times to inspect any of Tenant's
     insurance   policies  which  have  not  been  delivered   to
     Landlord.

          5.3   Subrogation-Waiver. Landlord (for itself and  its
     insurer)  hereby  waives  any rights,  including  rights  of
     subrogation, and Tenant (for itself and its insurer)  hereby
     waives any rights, including rights of subrogation, each may
     have  against  the other on account of any  loss  or  damage
     occasioned  to Landlord or Tenant, as the case  may  be,  to
     their  respective property , the Premises  or  its  contents
     that  are  caused  by or result from risks  insured  against
     under  any insurance policies carried by the parties  hereto
     and  in  force at the time of any such damage. The foregoing
     waivers  of subrogation shall be operative only so  long  as
     available in the jurisdiction

                              14




                                                    CONFI DENTIAL



where  the  Premises  are located and so long  as  no  policy  of
insurance is invalidated thereby.

          5.4  Payment of Insurance. Should Tenant fail to obtain
     the  insurance  policies  required  hereunder,  or  pay  the
     premiums  due  for  the insurance policies required  hereby,
     Landlord  shall  have the right, but not the obligation,  to
     pay  the same, in which case Tenant shall repay such  amount
     plus any penalties or additional amounts resulting therefrom
     to Landlord within 5 days after receipt of a bill therefor.

          5.5  Insurance Use Restrictions. Tenant shall not carry
     any  stock  or  goods or do anything in,  on  or  about  the
     Premises  which  will substantially increase  the  insurance
     rates upon
     the building of which the Premises are a part.

          5.6  Indemnification.

          5.6.1      Subject  to Subsection 5.6.3  below.  Tenant
     shall  indemnify Landlord for, defend Landlord against,  and
     save  Landlord  harmless  from any  liability,  loss,  cost,
     injury,  dam-  age or other expense or risk whatsoever  that
     may  occur or be claimed by or with respect to any person(s)
     or  property on or about the Premises and resulting directly
     or indirectly from:

          (a)   the use, misuse, occupancy, possession or  disuse
     of  the Premises by Tenant or other persons claiming through
     or  under  Tenant,  or their respective  agents,  employees,
     licen-sees, invitees, guests or other such persons;

          (b)  the condition of the Premises;

          (c)   any  work or thing done by Tenant. its employees,
     agents or licensees, in respect of construction of, in or to
     the  Premises  or  any  part  of  the  improvements  now  or
     hereafter  constructed on the Premises (other than  work  by
     Landlord);

          (d)    any   use,  possession,  occupation,  operation,
     maintenance  or  management of  the  Premises  or  any  part
     thereof;

          (e)   any  failure  to properly use,  possess,  occupy,
     operate maintain or manage the Premises or any part thereof;

          (f)   the condition, including environmental conditions
     (unless  such conditions were pre-existing or  caused  by  a
     party other than Landlord or Tenant) of the Premises or  any
     part thereof;

          (g)  any negligence on the part of Tenant or any of its
     agents,   contractors,  servants,  employees  licensees   or
     invitees;

          (h)   any  accident, injury or damage to any person  or
     property occurring in, on or about the Premises or any  part
     thereof including any sidewalk adjacent thereto; or

          (i)   any  failure on the part of Tenant to perform  or
     comply  with  any  of  the covenants. agreements,  terms  or
     conditions  contained in this Lease on its part to  be  per-
     formed or complied with.

          5.6.2     [lntentionallyOmitted]


                                        15



                                                     CONFIDENTIAL

          5.6.3      Landlord  shall indemnify  and  save  Tenant
     harmless  from  and  against any and  all  claims,  demands,
     actions,  damages, liability and expense in connection  with
     the  loss, damage, or injury to persons or property  whether
     for  injuries  to persons or loss of life, or  dam-  age  to
     property, arising in connection with the gross negligence or
     intentional  misconduct of the Landlord, Landlord's  agents,
     employees, or contractors.


                            ARTICLE 6


                     MAINTENANCE AND REPAIRS


     6.1  Tenant's Obligations.
          6.1.1      At  its sole cost and expense, Tenant  shall
     maintain  in good repair, order, and serviceable  condition,
     the  Premises  and  every part thereof,  including,  without
     limitation, every part of the interior and exterior portions
     of  the  Building, including its roof, walls,  all  windows,
     doors,   storefronts,  plate  glass,  interior  walls,   and
     structural  elements thereof and all painting  thereof;  all
     plumbing,   ventilation,  heating,  air  conditioning,   and
     electrical  systems  and equipment in,  on.  or  exclusively
     serving,   the   Premises;  and  all  exterior  improvements
     including,  without  limitation, landscaping,  light  poles,
     signage  and  parking  lot  areas  which  are  part  of  the
     Premises.   Subject  to  Landlord's  satisfaction   of   the
     conditions set forth in Section 6.2.1, Tenant shall not make
     any  claim  or  demand  upon  or bring  any  action  against
     Landlord  for  any  loss, cost, injury,  damage  or  expense
     caused  by  any  failure  or  defect,  structural  or   non-
     structural, of the Premises or any part thereof.

     6.2  Landlord's Obligations. Excepting Landlord's duties and
     obligations under Article 15 hereof, Landlord shall have  no
     obligation  to  repair and maintain the  Premises,  nor  any
     improvements  or  equipment  thereon,  whether  interior  or
     exterior,   structural   or   nonstructural,   ordinary   or
     extraordinary. Except as otherwise provided in  this  Lease,
     Tenant  expressly waives the benefit of any statute  or  law
     now  or  hereafter  in effect which would  otherwise  afford
     Tenant  the  right  to  terminate  this  Lease  because   of
     Landlord's  failure  to  keep the Premises  in  good  order,
     condition, and repair, or the right to repair and offset the
     cost related thereto against rent.

     6.2.1.     Landlord shall obtain in the name of  Tenant  and
     Landlord  warranties,  to  the  extent  available,  on   all
     materials, fixtures, and equipment incorporated in or on the
     Premises (the "Warranties"). Further, in the event Tenant is
     not deemed a third-party beneficiary or a direct assignee of
     the  contract(s)  Landlord enters into with its  contractors
     ("Landlord's  Contractor's") in connection  with  Landlord's
     Work,  Landlord shall take such action as may be  reasonably
     necessary to enable Tenant to make any demand upon or  claim
     upon or bring any action against Landlord's Contractors  (i)
     for  any loss, cost, injury, damage or other expense  caused
     by  any failure or defect, structural or non-structural,  of
     the  Premises  or any part thereof or (ii)  to  enforce  the
     Warranties.

     6.3 Landlord's Rights.
          6.3.1     If Tenant refuses or neglects to make repairs
     or  maintain the Premises, or any part thereof, in a  manner
     reasonably  satisfactory  to  Landlord  or  Ground   Lessor,
     without  prejudice  to any other remedy  Landlord  may  have
     hereunder,  upon giving Tenant 10 days prior written  notice
     (except  in  the  event of an emergency),  Landlord,  Ground
     Lessor  or their respective mortgagees shall have the  right
     to  enter the Premises and perform such maintenance or  make
     such  repairs on behalf of" and for the account  of  Tenant.
     Should   Landlord,   Ground  Lessor  or   their   respective
     mortgagees  so  elect, Tenant shall pay  the  cost  of  such
     repairs,   maintenance,  or  replacements  within   5   days
     following  receipt of a bill therefor. !  Tenant  agrees  to
     permit Landlord, Ground Lessor or their agents to enter  the
     Premises, upon f reasonable notice to Tenant, during  normal
     business hours to inspect the Premises.
                                   16


                                                    CONFI DENTIAL

          6.3.2      In  such event, Landlord, Ground  Lessor  or
     their   respective   mortgagees  shall   comply   with   all
     restrictive  covenants  and rules and regulations  affecting
     the  Premises,  if any, including making repairs,  providing
     utilities and placement of signage. Landlord, Ground  Lessor
     or their respective mortgagees shall also 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,   its
     successors and assigns, directly or indirectly, by reason of
     Landlord's,  Ground Lessor's or their respective mortgagees'
     entry onto the Premises and performance of such work.

          6.3.3      In  performing  any work  at  the  Premises,
     Landlord  shall minimize any disruption of the  use  of  the
     Premises  by  Tenant  and  Landlord shall  not  unreasonably
     impair  the  access to the improvements, if any, constructed
     at the Premises.  Notwithstanding the foregoing, pursuant to
     Section  15.01.B  of the Ground Lease, Landlord  and  Ground
     Lessor shall not perform any work at the Premises during the
     period of time between Thanksgiving and Christmas.

          6.3.4     Pursuant to the terms of Section 15.01.C.  of
     the  Ground  Lease, during the progress of any work  in  the
     Premises performed by Landlord or Ground Lessor, Landlord or
     Ground  Lessor  may  keep and store  thereon  all  necessary
     materials,  tools, supplies and equipment  at  a  reasonable
     location  designated by Tenant. Neither Landlord nor  Ground
     Lessor   shall  be  liable  for  inconvenience,   annoyance,
     disturbance, loss of business or damage of Tenant by  reason
     of  making such repairs or the performance of any such  work
     which  is  performed  in  accordance with  the  requirements
     hereunder,  or  on  account  of bringing  tools,  materials,
     supplies  and equipment into the Premises during the  course
     thereof, except to the extent caused by the gross negligence
     or  intentional misconduct of Ground Lessor, Landlord, their
     employees,  contractors or invitees and the  obligations  of
     Tenant under this Lease shall not be affected thereby.

                            ARTICLE 7

                           ALTERATIONS

     7.1   Consent  to Alterations. Tenant may make any  interior
non-structural  Alterations to the Premises that Tenant,  in  its
sole discretion, deems advisable; provided, however, that if  the
aggregate  cost  of any such Alteration exceeds $100,000,  Tenant
shall  deliver  to  Landlord  a written  notice  describing  such
Alteration, together with copies of all architectural  plans  and
specifications  relating to any such Alteration. Subject  to  the
prior  written consent of Landlord, which consent  shall  not  be
unreasonably withheld, Tenant may, at its sole cost and  expense,
make any Alterations to the Premises as it may find necessary  or
convenient  for  its  purposes.  Notwithstanding  the  foregoing,
Landlord's consent with respect to any structural Alterations  to
the  Premises, including the foundations, structural walls, roof,
roof   membrane,  utilities  and/or  building  systems,  may   be
conditioned upon Tenant's removing any such Alterations upon  the
expiration  or  termination of the Lease Term and  restoring  the
Premises  to the condition which existed on the date Tenant  took
possession, subject to normal wear and tear.

     7.2   Removal  of  Alterations.  Except  as  set  forth   in
Subsection  7.2.1  below, all Alterations made  on  the  Premises
shall  become  the  property of Landlord  at  the  expiration  or
termination of the Lease Term and shall be surrendered  with  the
Premises.

     7.2.1      All signs, furnishings, trade fixtures, inventory
,  equipment  and  other removable property,  including  Tenant's
satellite  dish  and  Tenant's vault,  installed  in  or  on  the
Premises by Tenant, shall remain the personal property of Tenant,
shall  not be subject to any Landlord's lien or lien or  security
interest against the property of Landlord, and shall be removed


                                   17



                                                     CONFIDENTIAL

by  Tenant not later than fifteen (15) days after the termination
or  expiration of this Lease, pro- vided that Tenant shall repair
any damage caused by removal of its vault or which is 'structural
in  nature. If, however, any such personal property of Tenant  is
not  removed  on  or  before  the  fifteenth  day  following  the
termination  of  this  Lease,  such  property  shall  be   deemed
abandoned.

     7.3   Alterations  Required by Law. Subsequent  to  Tenant's
acceptance of Landlord's delivery of the Premises, Tenant  shall,
at  its sole cost and expense, make any Alteration, structural or
otherwise, to or on the Premises, or any part thereof, which  may
be  necessary or required by reason of any law, rule, regulation,
or order promulgated by competent government authority.

     7  .4       General Conditions Relating to Alterations.  Any
Alteration shall be subject to the following conditions:

          7.4.1      No  Alteration  shall  be  undertaken  until
     Tenant shall have procured and paid for all required permits
     and   authorizations  of  all  municipal   departments   and
     governmental subdivisions having jurisdiction.

          7.4.2     [Intentionally Omitted]

          7.4.3     Any Alteration shall be made promptly and  in
     a   good  workmanlike  manner,  by  properly  qualified  and
     licensed  personnel, and in compliance with  all  applicable
     permits and authorizations and building and zoning laws  and
     all  laws,  and  in  accordance with the orders,  rules  and
     regulations of the Board of Fire Insurance Underwriters  and
     any other body hereafter exercising similar functions having
     or asserting jurisdiction over the Premises.

          7.4.4      No  Alteration shall tie-in or  connect  the
     Premises  or  any  improvements thereon  with  any  property
     outside  the Premises without the prior written  consent  of
     Landlord.

          7.4.5      No Alteration shall reduce the value of  the
     Premises  or impair the structural integrity of any building
     comprising a part of the Premises.

     7.5   Liens     In connection with Alterations or otherwise,
Tenant  shall do all things reasonably necessary to  prevent  the
filing of any liens or encumbrances against the Premises, or  any
part  thereof, or upon any interest of Landlord or any  mortgagee
or  beneficiary under a deed of trust or any ground or underlying
lessor  in  any  portion of the Premises,  by  reason  of  labor,
services  or materials supplied or claimed to have been  supplied
to  Tenant, or anyone holding the Premises, or any part  thereof,
through or under Tenant. If any such lien or encumbrance shall at
any  time  be  filed against all or any portion of the  Premises,
Tenant  shall either cause same to be discharged of record within
30  days after the date of filing of same or, if Ten- ant in good
faith determines that such lien should be contested, Tenant shall
either (i) bond over such lien in accordance with applicable law,
or (ii) furnish such security as Landlord shall deter- mine to be
necessary  and/or required to prevent any foreclosure proceedings
against all or any portion of the Premises during the pendency of
such contest. If Tenant shall fail to discharge or bond over such
lien  or encumbrance or fail to furnish such security within such
period,  then,  in  addition to any  other  right  or  remedy  of
Landlord  resulting from said default of Tenant, Landlord  and/or
Ground  Lessor 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 giving security  or  in
such  other manner as is or may be, prescribed by law, and Tenant
agrees  to reimburse Landlord and/or Ground Lessor within 5  days
after  demand  for all costs, expenses, and other sums  of  money
spent  in  connection  therewith. Notwithstanding  anything  else
herein  to  the  contrary, Tenant shall not  have  the  power  to
subject  the  interests of Ground Lessor in the Premises  or  any
part thereof to any mechanics, laborer's or materialmen's lien or
any other lien of any kind.
                                   18



                                                     CONFIDENTIAL
     7.6   Signs.     Tenant shall have the right to install  and
maintain  a  sign  or  signs on all fascia of  the  Premises.  In
addition,  Tenant shall have the right to install a sign  on  the
rear  of the Premises, so long as all such signs comply with  all
requirements of (i) appropriate governmental authorities and (ii)
agreements  or  restrictions of record (or  disclosed  to  Tenant
before  its  execution of this Lease) running with the  Premises,
and  all  necessary  permits, licenses or approvals  required  by
agreements  or  restrictions  identified  in  item  (ii)  of  the
sentence; shall be obtained by Tenant. Tenant shall maintain  its
signs  in good condition and repair at all times, and shall  save
Landlord harmless from injury to person or property arising  from
the  erection  and maintenance of said signs. Upon  vacating  the
Premises,  Tenant  shall remove all signs and repair  all  damage
caused  by such removal. Landlord covenants and warrants that  it
has approved Tenant's signs and the Sign Drawings attached hereto
as  Exhibit "D" prior to or simultaneously with its execution  of
this Lease.

                            ARTICLE 8

           DAMAGE, DESTRUCTION, OBLIGATION TO REBUILD

     8.1   Obligation to Rebuild. If any portion of the  Premises
is  damaged or destroyed by fire or other casualty, Tenant  shall
forthwith give notice thereof to Landlord. Tenant shall  promptly
obtain an estimate from a licensed architect or contractor of the
cost   to  complete  such  repair,  restoration,  rebuilding   or
replacement. At its sole cost and expense, Tenant shall  promptly
repair,  restore,  rebuild or replace the  damaged  or  destroyed
improvements,  fixtures or equipment, and complete  the  same  as
soon  as reasonably possible, to the condition they were in prior
to  such damage or destruction, except for such changes in design
or  materials  as  may then be required by law.  In  such  event,
Landlord  shall (to the extent and at the times the  proceeds  of
the insurance are made available to Landlord, and only so long as
Tenant is not in default under this Lease), reimburse Tenant  for
the  costs  of  making such repairs, restoration, rebuilding  and
replacements as they are completed, but not more often than  once
each  month,  upon  receipt of a written request  therefor.  Such
request  shall  be accompanied by a certification  from  Tenant's
architect  certifying  the  completion  of  the  work  for  which
reimbursement is being requested. To the extent, if any, that the
insurance proceeds made available by Landlord are insufficient to
pay   the  entire  cost  of  making  such  repairs,  restoration,
rebuilding  and replacements, Tenant shall pay the remainder.  In
the  event  that Tenant elects to terminate this  Lease  and  the
insurance  proceeds are less than the amount of the  unpaid  rent
under  the Ground Lease for the balance of the Ground Lease term,
Tenant agrees to pay the difference to Landlord in cash (or  cash
equivalent) within thirty (30) days after receipt of a bill  from
Landlord.   The  provisions of Article 8  shall  be  governed  by
Article 17 of the Ground Lease.

     8.1.1     Notwithstanding the foregoing, and pursuant to the
terms  of Section 17.04 of the Ground Lease, in the event  Tenant
is  unable to complete such repairs, restoration, rebuilding  and
replacements,  because of its inability to obtain  any  necessary
governmental   approvals,  authorizations  or  permits,   despite
Tenant's  diligent pursuit of same, 360 calendar  days  from  the
date  of  such  fire  or  casualty (such period  not  to  include
unreasonable  delays  caused by Tenant), Landlord  and/or  Ground
Lessor may, (a) terminate this Lease, or (b) raze (or cause to be
razed) any improvements on the 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 and the Ground Lease. Tenant shall have  the
option to terminate this Lease. In the event Tenant elects to  so
terminate, and the insurance proceeds are less than the amount of
the  unpaid  Rent under the Ground Lease for the balance  of  the
Ground  Lease  Term,  Tenant  agrees  to  pay  to  Landlord   the
difference,  if any, between the insurance proceeds  received  by
Landlord  and  the  Unamortized Premises Cost  in  cash  or  cash
equivalent.
                                   19


                                                     CONFIDENTIAL


     8.2   Casualty  During  Last Two (2) Years.  Notwithstanding
anything  to  the contrary in this Article 8, if the Premises  is
damaged  or destroyed by fire or other casualty during  the  last
two  (2)  years  of the Initial Term or the then-running  Renewal
Term  such  that fifty percent (50%) of the Premises is  rendered
unusable  by  Tenant,  Tenant may elect not  to  rebuild  and  to
terminate  this  Lease;  provided  that  Landlord  shall  receive
insurance  proceeds in the full amount of the casualty  loss  and
the  difference, if any, between the insurance proceeds  received
by Landlord and the Unamortized Premises Cost.

     8.3   Abatement  of  Rent. In the event that  fifty  percent
(50%)  or  more of the leaseable area of the Premises  should  be
rendered untenantable by fire or other casualty, Tenant shall  be
entitled  to abatement of rent from and after such fire or  other
casualty.  Tenant agrees that in the event of such  abatement  of
rent,  Tenant  shall  pay over to Landlord all  proceeds  of  its
business  interruption insurance which constitute  payment  under
such  policy  for  lost  rent  or rent  interruption.  Except  as
provided  in  the preceding sentence, in the event of destruction
of  the  Premises  or any part thereof which is less  than  fifty
percent (50%) of such leaseable area, there shall be no abatement
of  rent or of any other obligation of Tenant hereunder by reason
of such damage or destruction.

     8.4  Tenant's Liability. Notwithstanding any other provision
of  this  Lease to the contrary, if Tenant terminates this  Lease
pursuant  to 8.1.1, 8.2 or 9.2, Tenant shall pay to Landlord  the
Balance of the Ground Lease Rent for the remainder of the Term of
this Lease.

                            ARTICLE 9

                         EMINENT DOMAIN

     9.1  Total Taking. If the entire Premises is taken under the
power  of  eminent domain by any public or quasi-public authority
(a  "Taking"  or "Taken" if referred to in the past tense),  this
Lease  shall  terminate  as  of the date  of  such  Taking.  Upon
Tenant's  payment to Landlord of all rents accruing through  such
date, Landlord and Tenant shall each thereafter be released  from
any further liability accrued under this Lease. In the event that
Tenant shall have paid any rent for any period beyond the date of
such Taking, Landlord shall reimburse the same, pro rata.

     9.2   Partial  Taking.  Landlord agrees,  immediately  after
learning of any appropriation or Taking, to give to Tenant notice
in  writing thereof (the "Taking Notice"). In the event that  (i)
more  than  25%  of  the  Gross Leasable Area  of  the  Premises,
including  the parking area serving the Premises, is Taken,  (ii)
by  reason  of  any  appropriation or Taking, regardless  of  the
amount  so  Taken,  the  remainder of the  Premises  is  not  one
undivided parcel of property, or (iii) as a result of any Taking,
regardless of the amount so Taken, the remainder of the  Premises
is  rendered  unsuitable for the continued operation of  Tenant's
business,  either  Landlord or Tenant shall  have  the  right  to
terminate this Lease as of the date Tenant is required to  vacate
a  portion  of the Premises, by giving the other notice  of  such
election  within 30 days after receipt by Ten- ant of the  Taking
Notice.  In the event of such termination, upon Tenant's  payment
to  Landlord  of  all  rents accruing  through  such  date,  both
Landlord  and  Tenant  shall  thereupon  be  released  from   any
liability  thereafter accruing hereunder. If both  parties  elect
not  to terminate this Lease, Tenant shall remain in that portion
of  the  Premises not so Taken and Tenant, at Tenant's sole  cost
and  expense, shall restore the remaining portion of the Premises
as  soon  as  possible  to a complete unit of  like  quality  and
character as existed prior to such Taking. Provided the same does
not exceed the amount of compensation award Landlord receives for
a  partial  taking of the Premises Landlord agrees  to  reimburse
Tenant  for the cost of restoration of the Premises. So  long  as
this  Lease is not terminated in the manner provided above, there
shall  be  an equitable adjustment of the rent payable by  Tenant
hereunder by reason of such partial Taking. Tenant hereby  waives
any statutory rights of termination which may arise by reason  of
any partial Taking of the Premises.

                                   20


                                                     CONFIDENTIAL


     9.3  Distribution of Award. The entire award or compensation
in such eminent domain proceeding, whether for a total or partial
Taking  or for diminution in the value of the lease- hold or  for
the  fee  shall be distributed to Landlord. However,  Tenant  may
apply  for award of the value of Tenant's personal property  loss
of  income, relocation costs, improvements and the value  of  the
leasehold interest created hereby, according to the law in effect
in  the  jurisdiction where the Premises is located, so  long  as
such  award does not diminish the value of Landlord's  award.  In
the  event  that  a separate award is not made to Tenant,  Tenant
shall be entitled to share in any award made to Landlord, as long
as  Landlord  first receives the fair market value  of  the  real
property  upon which the Premises is located plus the Unamortized
Premises Cost, but in no event shall Tenant's share of the  award
exceed 40% of Landlord's award.

                           ARTICLE 10

                    ASSIGNMENT AND SUBLETTING

     10. 1     Right of Assignment and Subletting.

          10.1.1     All  rights of assignment and/or  subletting
     shall  be governed by Article 18 of the Ground Lease. Tenant
     shall have the free right to assign this Lease or sublet the
     Premises provided Tenant remains liable under this Lease and
     provided that the proposed assignee's intended use does  not
     violate any protected, exclusive or restricted uses then  in
     effect  with respect to the Premises to any of the following
     "Permitted  Transferees"): (i) any successor corporation  or
     other  entity  resulting from a merger or  consolidation  of
     Tenant;  (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 an affiliate or
     franchisee of Tenant. Tenant shall give Landlord thirty (30)
     days  prior  written notice of such assignment or  sublease.
     Any such 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.  Notwithstanding  the  foregoing,  Tenant  shall  not
     mortgage,  pledge  or  hypothecate this  Lease  or  Tenant's
     interest in and to the Premises or any part thereof  without
     the  prior written consent of Landlord, which consent  shall
     not be unreasonably withheld. Landlord (or Ground Lessor, as
     the  case  may  be) shall consent to an assignment  of  hits
     Lease  provided the assignee shall (a) operate the  Premises
     with the use permitted under the Ground Lease which does not
     conflict with the primary use of any of the tenants  of  the
     Shopping  Center at the time of the assignment; (b)  have  a
     tangible  net  worth at least equal to $20  million;  (c)  a
     national  or  regional retail operator;  and  (d)  agree  in
     writing  for  the  express benefit of  Landlord  and  Ground
     Lessor 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.

          10.1.2       Any    permitted   assignee,    subtenant,
     transferee, licensee, concessionaire, or mortgagee shall  be
     bound  by,  and shall assume, and perform all of the  terms,
     covenants, and conditions of this Lease and the Ground Lease
     from and after the date of any such transfer.

     10.2      No Release of Tenant.

          10.2.1     No  assignment shall release Tenant  of  its
     obligation, or alter the primary liability of Tenant, to pay
     the  rent  and  to  perform  all  other  obligations  to  be
     performed  by Tenant hereunder.  The acceptance of  rent  by
     Landlord from any other person shall not be deemed a  waiver
     by Landlord of any provision hereof. In the event of default
     in  the  performance  of  any of the  terms  hereof  by  any
     assignee  of  Tenant or any successor tenant, Landlord  may,
     subject  to  its  duty to mitigate and take  all  reasonable
     efforts to relet the Premises, proceed directly against
                                   21




                                                     CONFIDENTIAL

     Tenant  without the necessity of exhausting remedies against
     such   assignee.   Landlord  may   consent   to   subsequent
     assignments of this Lease or amendments or modifications  to
     this  Lease with assignees of Tenant, upon notice to Tenant,
     or any successor of Tenant. After obtaining Tenant's or such
     successor's  consent thereto, such action shall not  relieve
     Tenant of liability under this Lease.

          10.2.2    Notwithstanding the foregoing subsection,  in
     the event of an assignment otherwise in compliance with this
     Article,  Landlord  may, but shall have  no  obligation  to,
     release Tenant from its primary liability under this  Lease.
     To  seek such release, Tenant shall submit a written request
     to   Landlord   therefor,  together   with   the   following
     information  for the proposed assignee: name; most  recently
     prepared   annual   and   quarterly   financial   statements
     (including a balance sheet and an income statement);  and  a
     description of the length and nature of the ex- perience  of
     the  proposed assignee and its principals (if a closely held
     entity)  in.  the business proposed to be conducted  by  the
     assignee  on the Premises. Should Landlord consent  to  such
     release, Landlord shall so notify Tenant in writing.

                           ARTICLE 11

                        DEFAULT; REMEDIES

     11.1       Default. The occurrence of anyone or more of  the
following events shall constitute a default by Tenant under  this
Lease:

          11.1.1     [Intentionally Omitted]

          11.1.2    The failure by Tenant to make any payment  of
     Minimum Monthly Rent, Additional Rent, Ground Lease Rent  or
     any  other  payment required to be made by Tenant hereunder,
     where  after written notice thereof from Landlord to Tenant,
     such  failure shall continue for a period of 5 days. In  the
     event  of a default hereunder, Landlord ( or Ground  Lessor,
     as the case may be) 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.

          11.1.3     Except as otherwise provided in this  Lease,
     the failure by Tenant to ob- serve or perform any of the non-
     monetary covenants, conditions, or provisions of this  Lease
     to  be  observed or performed by Tenant, where such  failure
     shall  continue for a period of 30 days after written notice
     thereof from Landlord to Tenant. If, however, the nature  of
     Tenant's non- compliance is such that more than 30 days  are
     reasonably required for its cure, then Tenant shall  not  be
     deemed to be in default if Tenant commences such cure within
     said 30-day period and thereafter diligently prosecutes such
     cure to completion and completes the cure within ninety (90)
     days.

          11.1.4     Institution  by or against  Tenant  qf  .any
     bankruptcy,  insolvency,  reorganization,  receivership   or
     other  similar proceeding involving the creditors of Tenant,
     which,  if instituted against Tenant is not dismissed within
     60 days after the commencement thereof.

          11.1.5     The  issuance  or filing  of  any  judgment,
     attachment,  levy,  garnishment or the commencement  of  any
     related proceeding or the commencement of any other judicial
     process upon or with respect to Tenant, all or substantially
     all of the assets of Tenant, or the Premises.

          11.1.6     Sale or other disposition by Tenant  of  any
     substantial portion of its assets or property.


                                   22



                                                     CONFIDENTIAL
          11.1.7      Bankruptcy,  dissolution,  termination   of
     existence,  insolvency, business failure or  assignment  for
     the  benefit of creditors of or by Tenant. In the  event  of
     bankruptcy  by  Tenant,  this  lease  will  be  governed  in
     accordance with the determinations of the Bankruptcy Court.

          11.1.8     Any statement, representation or information
     made  or furnished by or on behalf of Tenant to Landlord  in
     connection  with  this Lease shall prove  to  be  materially
     false or misleading when made or furnished.

          11.1.9     Default of any of the terms  of  the  Ground
     Lease.

     11.2       Remedies.  Upon the occurrence of  a  default  by
Tenant  pursuant  to the foregoing Subsection or otherwise  under
this  Lease  or  the  Ground Lease, Landlord  may,  at  any  time
thereafter, with or without notice or demand and without limiting
its'  exercise of any right or remedy which Landlord may have  by
reason of such default:

          11.2.1    Terminate Tenant's right to possession of the
     Premises  by any lawful means, in which case this Lease  and
     the term hereof shall terminate and Tenant shall immediately
     surrender  possession of the Premises to Landlord.  In  such
     event, Landlord shall be entitled to recover from Tenant all
     damages permitted by applicable law.

          11.2.2    Maintain Tenant's right to possession of  the
     Premises  by any lawful means, in which case this Lease  and
     the  term hereof shall continue in effect whether or  not  \
     Tenant shall have vacated or abandoned the Premises. In such
     event,  Landlord  shall be entitled to enforce  all  of  its
     rights and remedies under the Lease, including the right  to
     recover    the   rent   as   it   becomes   due   hereunder.
     Notwithstanding  the foregoing, Landlord shall  use  reason-
     able  efforts to mitigate its damages to the extent required
     by law.

          11.2.3     If, after taking possession of the Premises,
     Tenant  defaults under this Lease, Tenant shall pay Landlord
     Minimum Monthly Rent until such time as Landlord relets  the
     Premises,  so long as Landlord makes all reasonable  efforts
     to mitigate its damage and relet the Premises. Further, from
     the  date  Landlord relets the Premises until the expiration
     of  the Term, or the then running Renewal Term, Tenant shall
     pay  Landlord  the present value, if any, of the  difference
     between  the then current fair market rental amount for  the
     Premises (as determined by an independent appraiser) and the
     Minimum  Monthly  Rent. Present value  shall  be  calculated
     based on a five percent (5%) discount per annum.

          11.2.4     Pursue  any other remedy  now  or  hereafter
     available  to Landlord under the laws or judicial  decisions
     of the jurisdiction where the Premises are located.

          11.2.5.    Recover from Tenant, as an  element  of  its
     damages, the remaining Unamortized Premises Cost, if any.

          11.2.6.   Pursuant to the terms of Section 8.01 of  the
     Ground  Lease, if Tenant shall at any time fail to  pay  any
     Rent, Additional Rent, Ground Lease Rent or any other monies
     due  and  owing under the terms of this Lease or the  Ground
     Lease,  or  if  Tenant  shall fail to  take  out,  pay  for,
     maintain  or  deliver  any  of  the  insurance  policies  or
     certificates of insurance as required, then Landlord, Ground
     Lessor or their respective mortgagee(s), 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  rights to take such action as may be permissible
     under this Lease or the Ground Lease as a result of an Event
     of Default, may (but shall be under no obligation to), after
     any notice required by this Lease:


                                   23


                                                     CONFIDENTIAL

               A.   Pay  any Rent, Additional Rent, Ground  Lease
                    Rent  or any other monies due and owing under
                    the  terms of this Lease or the Ground  Lease
                    pursuant to the provisions hereof;

               B.    Take out, pay for and maintain any 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.

     11.3        Cumulative  Remedies.  Except  as   specifically
provided  herein to the contrary, no remedy or election hereunder
shall  be  deemed  exclusive  but shall,  wherever  possible,  be
cumulative  with all other remedies provided in this  Article  or
otherwise available at law or in equity.
     11.4       Breach  of  Ground Lease by Tenant.  If  for  any
reason,  Tenant  is notified by Ground Lessor of  any  breach  by
Tenant  of  the terms, covenants or conditions contained  in  the
Ground Lease, Tenant hereby agrees immediately to notify Landlord
in  writing of said notice, stating therein the grounds  for  the
claimed  breach, said writing to be sent to Landlord in the  most
expeditious  manner  available. If, for any reason,  Landlord  is
notified  by Ground Lessor of any breach by Tenant of the  terms,
covenants or conditions contained in the Ground Lease,  which  by
the terms of this Lease are the obligations of Tenant to perform,
Landlord hereby agrees to immediately notify Tenant in writing of
said  notice stating therein the grounds for the claimed  breach,
said  written notice to be sent to Tenant in the most expeditious
manner  avail- able. In either event, Tenant shall promptly  cure
said breach and promptly provide to Landlord written evidence  of
said cure.

     11.5       Breach  of Ground Lease by Ground Lessor.  Ground
Lessor  shall  in  no  event  be  charged  with  default  in  the
performance  of  any of its obligations under  the  Ground  Lease
unless and until Ground Lessor shall have received written notice
from  Landlord (or Tenant, as the case may be) specifying wherein
Ground  Lessor  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 Ground Lessor's receipt  of  such
notice  from  Landlord (or Tenant, as the case may  be).  In  the
event of a default by Ground Lessor, Landlord and Tenant shall be
entitled to pursue any and all remedies available to them at  law
or in equity, except as otherwise provided in the Ground Lease.

                           ARTICLE 12

      REPRESENTATIONS AND WARRANTIES; FINANCIAL REPORTING i

     12.1      Representations and Warranties. To induce Landlord
to  enter  into  this Lease, Tenant represents  and  warrants  to
Landlord as follows:

          12.1.1     This  Lease is an enforceable obligation  of
     Tenant.


          12.1.2     Tenant is not a foreign corporation, foreign
     partnership, foreign trust or foreign estate (as such  terms
     are  defined  in  the  Internal Revenue  Code  of  1986,  as
     amended) : and the regulations promulgated thereunder).

          12.1.3     The financial statements of Tenant delivered
     to  Landlord are true and correct in all material  respects,
     have  been  prepared  in accordance with generally  accepted
     accounting  principles,  and fairly present  the  respective
     financial  conditions  of the subjects  thereof  as  of  the
     respective  dates thereof. No materially adverse change  has
     occurred in the financial conditions reflected therein since
     the respective dates thereof.


                                   24
                                                     CONFIDENTIAL

          12.1.4     There  are no actions, suits or  proceedings
     pending,  or  to the best of Tenant's knowledge, threatened,
     against  or affecting it or the Premises which, if adversely
     determined, would materially impair the ability of Tenant to
     satisfy their obligations under or relating to this Lease.

          12.1.5    Tenant is not in default under any obligation
     for the payment of borrowed money, for the deferred purchase
     price  of property or for the payment of any rent under  any
     lease  agreement,  which,  either  individually  or  in  the
     aggregate, would adversely affect the financial condition of
     Tenant,  or the ability of Tenant to perform its obligations
     hereunder, or comply with the terms of this Lease.

     12.2      Financial Statements. Tenant has furnished certain
financial  statements to Landlord which completely and accurately
present  the financial condition of Tenant on the dates  thereof.
There  has been no material adverse change in business,  property
or  condition  of  Ten-  ant since the  date  of  such  financial
statements. Tenant is not insolvent within the meaning of Section
548(a)(2)(B)  of the United States Bankruptcy Code or  any  other
federal or state law using or defining such term, and will not be
rendered  insolvent  by  the transactions  contemplated  by  this
Lease.

                           ARTICLE 13

                     [Intentionally Omitted]



                           ARTICLE 14

                     [Intentionally Omitted]



                           ARTICLE 15

                          CONSTRUCTION

     15.1       Permits.  Tenant shall use  diligent  efforts  to
obtain  all necessary governmental and quasi-governmental permits
and  approvals  (collectively the "Permits")  on  or  before  the
expiration of the Permitting Period. Once Tenant has secured  all
necessary Permits, it shall provide Landlord with written  notice
(the "Permit Approval Notice"). If, however, despite its diligent
efforts, Tenant is unable to obtain the Permits on or before  the
thirtieth  (30th) day following the expiration of the  Permitting
Period, either party may terminate this Lease by giving the other
written notice of such termination.

     15.2       Landlord's Work. Upon receipt of Tenant's  Permit
Approval  Notice,  Landlord  shall  construct  the  Premises  and
related  improvements on the Premises Site on a turnkey basis  at
no   cost   to   Tenant,  in  accordance  with  the   Plans   and
Specifications attached hereto as Exhibit "C" and  in  accordance
with the zoning, building, environmental, health and safety codes
of  the  governmental  units in which the Premises  are  situated
("Landlord's  Work').  Landlord's  Work  shall  be  substantially
completed,  excepting  Punchlist Items (as hereinafter  defined),
and pos- session of the completed Premises shall be delivered  to
Tenant  for  the  commencement of  Ten-  ant's  Work  within  the
Construction Period, delays due to Force Majeure events excepted.
Conditioned upon Tenant's providing Landlord reasonable assurance
that  Tenant's placement of a satellite dish on the roof  of  the
Premises  will not void applicable roof warranties, Tenant  shall
have the right to install on the roof of the Premises a satellite
dish  in  accordance with plans and specifications set  forth  on
Exhibit  "C".  Landlord  shall follow  all  pre-construction  and
construction insurance requirements set forth in Article 7 of the
Ground Lease.

     15.3       Delivery Date Notice. Landlord shall give  Tenant
written  notice of the Delivery Date not less than ten (10)  days
before  the  Delivery  Date (the "Delivery  Date  Notice").  Upon
receipt  of  Landlord's Delivery Date Notice, Tenant  shall  have
access to the Premises for inspection and performance of Tenant's
Work. In no event shall Tenant be required to accept delivery


                                        25


                                                     CONFIDENTIAL
of the Premises unless and until all conditions to the occurrence
of  the  Delivery Date have been satisfied. Landlord  and  Tenant
shall  abide  by  the  terms of Article 3 of  the  Ground  Lease,
including all provisions relating to Inspection Period and Notice
of Objection.
     15.4       Punchlist Work. Notwithstanding anything  to  the
contrary  in this Lease, within five (5) days after Landlord  has
provided  Tenant  with  the Delivery Date Notice,  Tenant  and  a
representative of Landlord, at a mutually agreeable  time,  shall
inspect the Premises and shall compile a list of items which have
not  been  completed as required in Exhibit "C"  (the  "Punchlist
Items").  Tenant shall have the right to supplement the Punchlist
Items  during  the  first  forty-five  (45)  days  following  the
Delivery  Date. Landlord shall use reasonable efforts to complete
the  Punchlist  Items by the Delivery Date or  within  forty-five
(45)  days  after  Landlord's receipt of a supplemental  list  of
Punchlist  Items, as the case may be. Upon Landlord's  completion
of  all  Punchlist Items, Tenant shall be deemed to have accepted
and taken possession\ of the Premises and Landlord shall have  no
further  obligation  with  respect to  the  construction  of  the
Premises.

     15.5       Pre-Completion Acceptance. If the  Delivery  Date
has  not  occurred within the Construction Period,  Tenant  shall
have the right, but shall not be obligated, to accept delivery of
the  Premises,  without relieving Landlord of any  obligation  to
fully complete Landlord's Work. If Tenant accepts delivery of the
Premises  prior  to the completion of Landlord's  Work,  Landlord
shall complete Landlord's Work, including any Punchlist Items, as
soon  as possible, and in so doing shall not interfere, and shall
cause  its  contractors  not to interfere,  with  the  fixturing,
furnishing, equipping and stocking of the Premises by Tenant  and
its  contractors. Notwithstanding the foregoing, once (i)  Tenant
has  taken  possession of the Premises and Landlord has completed
Landlord's  Work, (ii) all Punchlist Items have  been  completed,
and  (iii) all warranties have been assigned to Tenant,  Landlord
shall have no further construction obligations hereunder.

     15.6       Failure to Deliver. Notwithstanding any provision
of  this  Lease  to the contrary, if the Delivery  Date  has  not
occurred  within  the  Construction Period  (delays  due  to  the
occurrence  of Force Majeure events excepted) Tenant  shall  have
the  right, in addition to and not in lieu of any and  all  other
rights  and  remedies available at law or equity, to cancel  this
Lease by giving written notice to Landlord at any time thereafter
but  before  the  Delivery Date (the "Notice  of  Cancellation").
Tenant must provide its Notice of Cancellation to Landlord within
thirty  (30)  days following the Construction Period.  If  Tenant
fails to provide a Notice of Cancellation within such thirty (30)
day  period, Tenant shall be deemed to have waived its  right  to
cancel  pursuant to this Section 15.6. If Tenant provides  timely
Notice   of  Cancellation,  Tenant  shall  be  relieved  of   all
obligations  hereunder  and shall not be liable  to  Landlord  in
damages or otherwise.

     15. 7     Liquidated Damages. In the event Landlord does not
deliver  the  Premises  to  Tenant in  the  condition  as  herein
required  by  the end of the Construction Period, Landlord  shall
pay  to Tenant the sum of Two Hundred Dollars ($200.00), for each
day  between  the  last day of the Construction  Period  and  the
Delivery  Date, or, if Tenant exercises its right to  cancel  for
Landlord's failure to deliver, for each day between the last  day
of  the  Construction Period and Tenant's Notice of  Cancellation
(delays  due to the occurrence of Force Majeure events excepted).
If  Landlord fails to pay Tenant as aforesaid, then Tenant  shall
have  the  right (without limiting any other right or  remedy  of
Tenant)  to  deduct such amount from rent and other payments  due
Landlord. The liability of Landlord under this Section  shall  be
in  addition  to all other claims which Tenant may  have  against
Landlord.  Landlord agrees that the amount provided for  in  this
Section  constitutes a reasonable estimate of  the  damages  that
Tenant is likely to incur in the event of a breach by Landlord as
herein provided, and shall not constitute a penalty.





                                   26



                           ARTICLE 16
                       GENERAL PROVISIONS
                                                    CONFI DENTIAL

     16.1        Quiet  Enjoyment.  Subject  to  the  terms   and
conditions  of  this  Lease, Tenant  shall  have  the  quiet  and
peaceful possession of the Premises.

     16.2       Definition of Rent. All monetary  obligations  of
Tenant  to  Landlord  under the terms of this  Lease,  including,
without  limitation,  the  Taxes, insurance  premiums  and  other
Additional Rent payable hereunder shall be deemed to be "rent".

     16.3      Subordination. This Lease shall be subordinate  to
any  superior  lease,  mortgage, deed  of  trust,  or  any  other
hypothecation or security now existing or hereafter  placed  upon
the  Premises  and to any and all advances made on  the  security
thereof  and  to  all  renewals,  modifications,  consolidations,
replacements, and extensions thereof. Tenant hereby agrees,  upon
Ground  Lessor or Landlord's request, to execute and  deliver  to
Ground  Lessor, Landlord and their respective lender(s),  as  the
case  may  be,  a  subordination, non-disturbance and  attornment
agreement  in the form prescribed by such lender(s) with  respect
to   any   such   superior  lease,  mortgage,  deed   of   trust,
hypothecation,  or  security; provided,  however,  that  no  such
instrument  shall expand Tenant's obligations under  this  Lease.
Ground Lessor and Landlord agree to obtain a non-disturbance  and
attornment  agreement from the holder of any mortgage given  with
respect to the Premises, existing at the time of the execution of
this  Lease  or the recording of a Memorandum Lease  or  at  such
other times as may be reasonably requested by Tenant.

          16.3.1     It  is  a  condition  of  the  subordination
provisions of Section 16.3 above, that Ground Lessor and Landlord
shall  procure from any such mortgagee an agreement  in  writing,
which  shall be delivered to Tenant, providing in substance  that
(i)   so  long  as  Tenant  shall  faith-  fully  discharge   the
obligations on its part to be kept and performed under the  terms
of  this  Lease, Tenant's tenancy will not be disturbed nor  this
Lease affected by any default or foreclosure under such mortgage,
and  that  the mortgagee agrees that this Lease shall  remain  in
full  force  and  effect even though Default in  and  foreclosure
under  the  mortgage  may occur, and (ii)  such  mortgagee  shall
permit insurance proceeds or condemnation awards, as the case may
be,  to  be used for any restoration and repaid required  by  the
provisions  of this Lease as set forth in Sections 8 and  9.  The
word  "mortgage" as used herein means (i) any lease of land  only
or  of  land  and  buildings  in  a  sale-lease-back  transaction
involving  all or any part of the Premises, or (ii) any mortgage,
deed  of trust or other similar security instruments constituting
a  lien  upon all or any part of the Premises, whether  the  same
shall be in existence as of the date hereof or created hereafter,
and  any  modifications,  extensions, renewals  and  replacements
thereof.  "Mortgagee" as used herein means  a  party  having  the
benefit  of a Mortgage, whether as lessor, mortgagee, trustee  or
note-holder.

          16.3.2     No change in ownership of all or any portion
of  the  Premises, or assignment of this Lease,  or  the  rentals
provided for herein, shall be binding upon Tenant for any purpose
until after Tenant has been furnished with evidence, including  a
photocopy or certified copy of deed or assignment, showing change
in ownership, or assignment.

          16.3.3  In  the event Tenant receives a written  notice
from any party claiming a collateral interest in this Lease or in
the  rentals  hereunder  and, by reason thereof,  a  present  en-
titlement  to collect the rentals under this Lease, Tenant  shall
have  the  right to either (i) subject to such party's  providing
Tenant  with a copy of the instrument pursuant to which it claims
such entitlement and to such claim being plausible on the face of
such  instrument, pay such rentals to such party,  which  payment
shall satisfy any and all liabilities of Tenant to Landlord  with
respect to such payment without obligation on the part of  Tenant
to  make  further inquiry, or (ii) withhold such rentals  pending
the  determination  by a court of competent jurisdiction  of  the
entitlement thereto.
                                   27





                                                     CONFIDENTIAL



     16.4        Surrender  of  Premises.  Except   for   changes
resulting  from eminent domain proceedings, at the expiration  or
sooner termination of the Lease Term, Tenant shall surrender  the
Premises  in  the  same condition as the Premises  were  in  upon
delivery of possession thereto under this Lease, reasonable  wear
and  tear excepted, and shall surrender all keys for the Premises
to  Landlord at the place then fixed for the payment of rent  and
shall  inform  Landlord of all combinations on locks,  safes  and
vaults, if any, in the Premises. At such time Tenant shall remove
all  of  Tenant's  equipment, vault, machinery,  trade  fixtures,
satellite  dish,  and other personal property,  as  welI  as  any
Alterations or improvements, if reasonably requested to do so  by
Landlord,  and  shall  repair any damage to the  Premises  caused
thereby. Any or all of such property not so removed shall become,
at  Landlord's option, the exclusive property of Landlord  or  be
disposed  of  by  Landlord, at Tenant's sole  cost  and  expense,
without  further notice to or demand upon Tenant.  Should  Tenant
shall fail to pay the cost of any such repair, Landlord may do so
and Tenant shall reimburse Landlord for the amount thereof within
5  days  after' receipt of a bill therefore. If Tenant  shall  so
surrender  the Premises, Tenant shall indemnify Landlord  against
loss  or  liability  resulting from the delay  by  Tenant  in  so
surrendering  the  Premises including,  without  limitation,  any
claims  made by any succeeding occupant founded on such de-  lay.
Tenant's  obligation  to observe or perform this  covenant  shall
survive the expiration or other termination of the Lease Term.

          16.4.1    Tenant shall have the right, on or before the
     date  it vacates the Premises, to place a sign at the  front
     of  the  Premises, in a place visible to Tenant's customers,
     directing  such  customers  to another  of  Tenant's  stores
     and/or  providing Tenant's customers with a telephone number
     as  long  as  such signage does not violate  (i)  applicable
     laws,  ordinances,  orders,  rules  or  regulations  of  any
     governmental authority, or (ii) covenants running  with  the
     Premises. Tenant shall be entitled to leave said sign at the
     front  of  the  Premises until the earlier to occur  of  (i)
     three months after Tenant vacates the Premises, or (ii)  the
     date a new tenant opens for business in the Premises.

     16.5        Estoppel  Certificates.  Each  party   (each   a
"Responding  Party") under this Lease or the Ground Lease  shall,
at  any time upon not less than 10 days prior written notice from
the   other   party   (each  a  "Requesting   Party"),   execute,
acknowledge, and deliver to the Requesting Party a statement in a
form  prescribed  by  Landlord certifying and  acknowledging  the
following:  (i)  that this Lease represents the entire  agreement
between Landlord and Tenant, and is unmodified and in full  force
and   effect  (or,  if  modified,  stating  the  nature  of  such
modification  and certifying that this Lease, as so modified,  is
in  full  force  and  effect) and the date to which  the  Minimum
Monthly  Rent and other charges are paid in advance, if any;  and
(ii) that there are not, to the Responding Party's knowledge, any
uncured  defaults  or,  on  the part  of  the  Requesting  Party,
specifying such defaults if any are claimed.  Any such  statement
may  be conclusively relied upon by any prospective purchaser  or
encumbrancer of the Premises or of the business of the Requesting
Party.

     16.6       Severability. The invalidity of any provision  of
this  Lease  as  determined by a court of competent  jurisdiction
shall  in  no  way  affect the validity of  any  other  provision
hereof.

     16.7       Entire  Agreement.  This  Lease  constitutes  the
entire agreement between Land- lord and Tenant and supersedes all
prior  agreements between them with respect to Premises,  whether
written or oral.

     16.8       Notices. No notice given or required to be  given
under  the  terms  of  this Lease or the Ground  Lease  shall  be
effective  unless  given to each of Ground  Lessor,  Landlord  or
Tenant  by  the  others. Any notice required or permitted  to  be
given  hereunder  shall  be  in  writing  and  may  be  given  by
facsimile,  personal  delivery, certified  mail,  return  receipt
requested  or by nationally recognized overnight courier  service
delivered at the FAX numbers or addresses for
                                        28




                                                     CONFIDENTIAL
each  set  forth in the Fundamental Lease Provisions  or  in  the
Ground  Lease. Each party may by notice to the others  specify  a
different  FAX number of address for notice purposes. A  copy  of
all  notices  required or permitted to be  given  to  each  party
hereunder  shall  be concurrently transmitted to such  additional
party or parties at such addresses as the party to this Lease may
from time to time hereafter designate by notice.

     16.9       Waivers.  No waiver by Landlord of any  provision
hereof shall be deemed a waiver of any other provision hereof  or
of  any  subsequent default by Tenant of the same  of  any  other
provision. Landlord's consent to, or approval of, any  act  shall
not  be  deemed to render unnecessary the obtaining of Landlord's
consent  to  or approval of any subsequent act by Ten-  ant.  The
acceptance of rent hereunder by Landlord shall not be a waiver of
any  preceding  de-  fault by Tenant hereunder,  other  than  the
failure  of  Tenant  to  pay  the particular  rent  so  accepted,
regardless  of Landlord's knowledge of such preceding default  at
the time of acceptance of such rent.

     16.10      Recording. Either Landlord or Tenant shall,  upon
request  of the other, execute, acknowledge, and deliver  to  the
other  a  "short  form" memorandum of this  Lease  for  recording
purposes.  Such  memorandum  shall  be  in  the  form  reasonably
prescribed  by  Landlord. In addition, any termination  agreement
shall  be  similarly recorded, which agreement shall survive  the
termination of this Lease.

          16.10.1 At the time that the Commencement Date  of  the
     term  of this Lease is firmly established, the parties shall
     promptly  enter  into a Supplemental Lease  Agreement,  set-
     ting  forth  the actual commencement and expiration  of  the
     Initial  Term and any extensions thereof and describing  the
     Premises,  but  containing  no further  provisions  of  this
     Lease. Such Supplemental Lease Agreement may be recorded  by
     either party .If the Commencement Date is firmly established
     before  a  short form lease or memorandum of lease has  been
     executed  by the parties, the short form lease or memorandum
     of  lease  and  the  Supplemental  Lease  Agreement  may  be
     consolidated into a single recordable document.

     16.11      Holding Over. If Tenant remains in possession  of
the  Premises  or  any  part  thereof  after  the  expiration  or
termination of the Lease Term, such occupancy shall be a  tenancy
from  month-to-month  upon  all  the  provisions  of  this  Lease
pertaining  to  the obligations of Tenant. Tenant  shall  thereby
waive its rights of notice to quit, but Tenant's right as to  any
Renewal  Term shall terminate. The monthly rent due  during  such
hold-over  period shall be equal to 150% of the  Minimum  Monthly
Rent then in effect, and Tenant shall continue to be obligated to
pay all Additional Rent and other amounts required to be paid  by
the  terms of this Lease. Notwithstanding the foregoing,  in  the
event  that  Landlord  and  Tenant  are  engaged  in  good  faith
negotiations for a new lease at the expiration or termination  of
the   Lease  Term,  Tenant's  continuing  possession  shall   not
constitute   holding  over  for  so  long  as  such  negotiations
continue.  However, Landlord shall, in its sole  discretion  have
the  right  to notify Tenant in writing, that Landlord elects  to
terminate  such  negotiations Thirty  (30)  days  after  Tenant's
receipt  of such notice the monthly rent due thereafter shall  be
equal to 150% of the Minimum Monthly Rent then in effect.

     16.12      Choice  of  Law. The laws of the jurisdiction  in
which  the  Premises  are  located  shall  govern  the  validity,
performance, and enforcement of this Lease.

     16.13     Attorneys' Fees. Should either party institute any
action  or proceeding to enforce any provision hereof  or  for  a
declaration of such party's rights or obligations hereunder,  the
prevailing  party shall be entitled to receive  from  the  losing
party  such  amounts as the court may adjudge  to  be  reasonable
attorneys' fees and expenses for services rendered to  the  party
prevailing in any such action or proceeding.  Such fees shall  be
deemed to have accrued upon the

                                   29


                                                     CONFIDENTIAL


announcement   of  such  action  or  proceeding  and   shall   be
enforceable  whether  or  not .such ac-  tion  or  proceeding  is
prosecuted to judgment.

     16.14     Waiver of Jury Trial. LANDLORD AND TENANT EACH
HEREBY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY CLAIM, ACTION,
PROCEEDING OR COUNTERCLAIM BY EITHER LANDLORD OR TENANT AGAINST
THE OTHER ON ANY MATTERS ARISJNG OUT OF OR IN ANY WAY CONNECTED
WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT AND/OR
TENANT'S USE OR OCCUPANCY OF THE PREMISES.

     16.15     Liability of Landlord. In the event of any sale or
other  transfer of Landlord's interest in the Premises,  Landlord
shall  be relieved of all liabilities and obligations of Landlord
hereunder    arising   after   the   date   of   such   transfer.
Notwithstanding  anything  contained  herein  to  the   contrary,
Landlord  shall have no personal liability in respect  of  any-of
the terms, covenants, conditions or provisions of this Lease, and
in  the  event of a breach or default by Landlord of any  of  its
obligations under this Lease. Tenant and any persons claiming by,
through  or under Tenant shall look solely to the equity  of  the
Landlord in the Premises for the satisfaction of Tenant's  and/or
such persons' remedies and claims for damages.

     16.16     No Merger. There shall be no merger of this Lease,
or  the  leasehold estate created by this Lease, with  any  other
estate  or  interest  in the Premises, or any  part  thereof,  by
reason  of  the  fact that the same person, firm, corporation  or
other  entity may acquire or own or hold, directly or  indirectly
(i)  this lease or the leasehold estate created by this Lease  or
any  interest in this Lease or in any such leasehold estate,  and
(ii)  any such other estate or interest in the Premises or any  -
part  thereof.  No such merger shall occur unless and  until  all
persons,  corporations,  firms  and  other  entities  having   an
interest (including a security interest) in (1) this Lease or the
leasehold  estate created by this Lease; and (2) any  such  other
estate  or  interest in the Premises, or any part thereof,  shall
join in a written instrument effecting such merger and shall duly
record the same.

     16.17     Interpretation. The captions by which the Articles
and  Sections  of  this Lease are identified are for  convenience
only  and  shall have no effect upon the interpretation  of  this
Lease.  Whenever the context so requires, singular numbers  shall
include  the plural, the plural shall refer to the singular,  the
neuter  gender shall include the masculine and feminine  genders,
and  the terms "Landlord" and "Tenant" and "person" shall include
corporations,    limited   liability   companies,   partnerships,
associations, other legal entities, and individuals.

     16.18     Relationship of the Parties. Nothing in this Lease
shall   create   a   partnership,   joint   venture,   employment
relationship,  borrower  and lender relationship,  or  any  other
relationship  between  Landlord  and  Tenant,  other   than   the
relationship of landlord and tenant.

     16.  19    Successors. This Lease shall be binding upon  and
inure  to  the benefit of the parties hereto and their respective
personal  and  legal  representatives,  heirs,  successors,   and
assigns.

     16.20      Modifications. This Lease  may  not  be  altered,
amended,  changed, waived, terminated, or modified in any  manner
except by a written instrument executed by Landlord and Tenant.

     16.21     Brokerage Fees. Landlord and Tenant each represent
and  warrant  that they have not employed a broker in  connection
with  the  execution of this Lease. Landlord and Ten-  ant  shall
each  indemnify and hold the other harmless from and against  any
claim  or claims for brokerage or other commissions arising  from
such   party   having   employed  a  broker   contrary   to   its
representation in this Section.


                                   30

                                                     CONFIDENTIAL

     16.22      Waiver of Redemption. To the extent permitted  by
law,  Tenant hereby waives any and all rights of redemption  with
respect  to  this Lease. Tenant hereby waives any rights  it  may
have  to any notice to cure or vacate or to quit provided by  any
current or future law; pro- vided that the foregoing shall not be
deemed to waive any notice expressly provided in this Lease.

     16.23      Not Binding Until Executed. This Lease  does  not
constitute an "offer" and is not binding until fully executed and
delivered by Landlord.

     16.24.    Reasonable Consent. Wherever Landlord's consent or
approval shall be required herein, such consent or approval shall
not be unreasonably or arbitrarily withheld or delayed.

     16.25      No Continuous Operation. Notwithstanding anything
contained in this Lease, expressly or impliedly, to the contrary,
and  notwithstanding  the  agreement  herein  contained  for  the
payment  by  Tenant  of  rent, it is specifically  and  expressly
understood and agreed that once Tenant has continuously conducted
its  business (such period shall include periods of non-operation
if  such  non-operation is due to the occurrence of Force Majeure
or events, holidays and other periods of time not within Tenant's
schedule of normal business operations) in the Premises from  the
Commencement  Date for a period of at least one (1)  day,  Tenant
shall  thereafter  be  under no duty or  obligation,  express  or
implied,  to  open,  or thereafter to continuously  conduct,  its
business  in  the Premises at any time during the  Term.  Without
limiting  the generality of the foregoing, Tenant shall have  the
right  to  close two partial days per year to take inventory  and
shall,  at Tenant's option, be closed Thanksgiving Day, Christmas
Day, New Years Day, and Easter. The terms of this provision shall
be  governed  by  the terms of Section 23.20 and 3.03(C)  of  the
Ground Lease.

     16.26      If  Tenant  fails  for  more  than  ninety   (90)
consecutive  days  within any period of twelve  (12)  consecutive
months  to  keep  the  Premises  open  and  operating,  then,  as
Landlord's  exclusive  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  and
effect.

     16.27     Owner's Non-Disturbance. Landlord shall, upon  the
reasonable  request  of  Ten- ant, obtain a  non-disturbance  and
attornment  agreement  from the Ground  Lessor  of  the  Premises
stating in the event of Landlord's default in the Ground Lease in
effect with respect to the Premises that Ground Lessor shall look
to this Lease as a direct lease with Ground Lessor.

     16.28      Market Conditions. In the event of the  existence
of  a  Market Condition, Tenant shall have the right  and  option
either  to  (i)  pay  Substitute Rent, or  (ii)  if  such  Market
Condition  exists and continues for more than nine (9) months  in
any  given  twelve  (12) month period, terminate  this  Lease  by
giving  written  notice to Landlord, in which event  all  further
obligations  hereunder shall terminate; provided,  however,  that
the  foregoing provision shall not apply to any department store,
junior  department store, or variety store in which the Permitted
Use  accounts for no more than five hundred (500) square feet  of
usable area, as verified to Tenant from time to time upon request
of  Tenant. If Tenant elects the option in (i) above, it shall be
without prejudice to a future election of the option set forth in
(ii)  above. The foregoing covenant shall run with the  land  and
shall bind Landlord, its successors and assigns.

     16.29     Co- Tenancy. Intentionally omitted.

     16.30     Common Area Costs


                                   31

                                                     CONFIDENTIAL



     16.30.1   In addition to payment of the Monthly Minimum Rent
and  Taxes set forth in this Lease, Tenant shall pay to  Landlord
Common Area Costs. The payment of such Common Area Costs shall be
considered  as "additional rent" which shall be payable  pursuant
to  Section  2.4 hereof, shall be in consideration of  Landlord's
maintenance of said Common Areas shall be used by Landlord solely
for  operating  and  maintaining the Common Areas  and  shall  be
subject to all provisions of this Lease applicable to default  in
the payment of rent.

     16.30.2   Estimated Common Area Costs. Tenant shall  pay  to
Landlord  Tenant's  Proportionate  Share  of  Common  Area  Costs
beginning on the Commencement Date. Tenant shall pay to  Landlord
in  twelve (12) equal installments, each in advance on the  first
(1st)  day  of  each and every calendar month, an  estimate  sum,
towards Tenant's Proportionate Share of Common, Area Costs, which
estimated  sum  during  Calendar  Year  2000  is  $    per  annum
multiplied  by  the number of square feet of Gross Leasable  Area
within  the,  Premises (i.e., $ per month).  This  estimated  sum
shall be subject to reasonable annual adjustments by Landlord  to
reflect  anticipated changes in the Common Area Costs;  provided,
however,  that the Common Area Costs in the aggregate, shall  not
increase  by  more  than five percent (5%) per year.  Within  one
hundred  twenty  (120) days after the end of each calendar  year,
Landlord  shall  provide  Tenant with a statement  assessing  and
prorating  the  common Area Costs. Tenant shall pay  to  Landlord
within  thirty (30) days of such receipt, any deficiency owed  to
Landlord.  In the event that Tenant's estimated payments  are  in
excess, such overpayment shall be applied as a credit against the
next installment of Minimum Monthly Rent unless the refund is for
the final calendar year of Tenant's occupancy, in which case such
overpayment  by Tenant shall be refunded to Tenant within  thirty
(30) days after delivery of the final statement.

     16.30.3   Tenant's Audit Rights. Tenant shall have the right
at  any time within three (3) years after the close of each Lease
Year  (a period of twelve (12) consecutive calendar months during
the  Term,  the first of which shall begin on the  first  day  of
February  next  following  the  Commencement  Date,  unless   the
Commencement  Date shall be the first day of February,  in  which
event  the first Lease Year shall begin on the Commencement Date)
and  Partial Lease Year (the period, if any, of fewer than twelve
(12)  consecutive  calendar months between the Commencement  Date
and the first day of the first Lease Year and the period, if any,
of  less than twelve (12) consecutive calendar months between the
last  day of the last Lease Year and the expiration of the Term),
but  not more often than once with respect to any Lease Year  and
Partial  Lease  Year,  to  cause  an  audit  to  be  made  by  an
independent accountant designated in writing by Tenant of all  of
the  books  of account, documents, records, returns,  papers  and
files  of  Landlord relating to Common Area Costs for such  Lease
Year, and Landlord, upon at least three (3) days prior request of
Tenant,   shall  make  all  such  records  available   for   such
examination at the address specified in this Lease for notices to
Landlord  during regular business hours. Tenant agrees  that  any
information  obtained from all such records and reports  examined
by  it  or  by its designated accountant shall be held in  strict
confidence.  All  actions  or  claims  in  connection  with,   if
applicable, Common Area Costs, Taxes, Tenant's Insurance, Minimum
Monthly  Rent and any other monetary obligations shall be  barred
after  said three (3) year period. If Tenant shall have  such  an
audit  made  for  any Lease Year or Partial Lease  Year  and  the
Common  Area Costs shown by Landlord's statement for  such  Lease
Year  or Partial Lease Year have been overstated by three percent
(3%)  or  more, then Landlord! in addition to immediately  paying
the  Tenant  the full amount of the overstated sums as determined
by  such audit, shall pay the Tenant the reasonable cost of  such
audit,  not to exceed Two Thousand Dollars ($2,000.00); otherwise
said audit shall be at Tenant's sole cost and expense.

     The  statement of reconciliation of the actual  Common  Area
Costs  provided to Tenant subsequent to the end of each  calendar
year  will be final and binding upon Tenant un- less the same  is
objected  to in writing within three (3) years after it is  given
to  Tenant, which notice of objection shall specify in reasonable
detail the items disputed by Tenant. If Landlord and
                                        32

                                                     CONFIDENTIAL



Tenant are unable to resolve such dispute within thirty (30) days
after  Landlord's receipt of such written objection  (each  party
agreeing  to  confer  in good faith in attempt  to  resolve  such
dispute), an independent certified public accountant selected  by
Tenant and approved by Landlord, shall be engaged to inspect  and
audit the Landlord's records of the Common Area Costs and to make
a  determination regarding the Tenant's dispute. The selection of
the  independent certified public accountant shall  be  completed
within fifteen (15) days after expiration of the foregoing thirty-
day  period and the audit shall commence and be completed, and  a
copy  of  the  audit report shall be delivered  to  Landlord  and
Tenant within thirty days thereafter. The de- termination of  the
independent  certified  public accountant  shall  be  binding  on
Landlord and Tenant. Costs for said independent certified  public
accountant  shall be paid by Landlord if it is finally determined
that  the  amount  of  Common Area Costs  charged  to  Tenant  by
Landlord was in error by three percent (3%) or more, and shall be
paid  by  Tenant if said error was less than three percent  (3%).
Tenant's right to cause an audit to be made of Landlord's records
of  the Common Area Costs shall not delay or postpone the date(s)
on which all rental payments are due.

     16.31       Tenant   Read   Ground  Lease.   Tenant   hereby
acknowledges  that it has read the Ground Lease in  its  entirety
and agrees to accept its terms.

     16.32     Lease Governs. As between Landlord and Tenant, the
terms   of  this  Lease  shall  govern  in  the  event   of   any
inconsistency between it and the Ground Lease.

     16.33  Financing Statements. During the Lease Term  and  any
extensions  thereof, Tenant shall provide to Landlord (or  Ground
Lessor,  as the case may be), with thirty (30) days after written
request  of  Landlord or Ground Lessor, 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  or  Ground
Lessor  hereunder shall be prepared in conformity with  generally
accepted accounting principles, consistently applied.

                                        LANDLORD:
                                        CAPTEC    STER    AURORA,
                                        L.L.C.
                                        By   CAPTEC   NET   LEASE
                                        REALTY,  INC.  Its   Sole
                                        Member


                                        By /s/ Gary A Barker
                                        Gary A Barker



                                        TENANT:

                                        STERLING JEWELERS INC.
                                        By /s/ Richard W Miller
                                        Richard W Miller
                                        Executive Vice President





                                        33






LOT 1 MERIDIAN BUSINESS CAMPUS PHASE 2 UNIT B 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 NO R98-226549 IN DUPAGE COUNTY ILLINOIS