<PAGE>

     THIS AMENDED AND RESTATED LEASE (this "Lease") is made and entered into 
as of June 1, 1997 by and between CONFAR INVESTORS II, L.L.C., an Arizona 
limited liability company, having its principal office at c/o Bridge Street 
Investments, Inc., One Securities Centre, 3490 Piedmont Road, Suite 1020, 
Atlanta, Georgia 30305 (the "Landlord") and AARON'S AUTOMOTIVE PRODUCTS, 
INC., a Delaware corporation, having its principal office at 2600 North 
Westgate, Springfield, Missouri, 65803 ("Tenant").

                                   RECITALS:

     WHEREAS, Landlord and Tenant or their predecessors in interest have 
previously entered into that certain lease dated August 26, 1968, as amended 
by those certain amendments dated, respectively, September 20, 1974, November 
10, 1974 and July 24, 1995 (such lease, as so amended, the "Original Lease").

     WHEREAS, Landlord and Tenant desire to make certain changes to the 
Original Lease.

     WHEREAS, for good and valuable consideration, the receipt of which is 
hereby acknowledged, the parties hereto do hereby agree to amend and restate 
the Original Lease in its entirety as follows:

                         FUNDAMENTAL TERMS AND DEFINITIONS

     For the purposes of this Lease, the following terms shall have the 
following definitions and meanings:

          A. LANDLORD: Confar Investors II, L.L.C., as well as the owner at 
any time of the Premises and of the interest of Landlord under this Lease.

          B. TENANT: Aaron's Automotive Products, Inc., as well as any 
permitted transferee at any time of the interest of Tenant under this Lease.

          C. BUILDING: All buildings presently erected on the land described 
in Exhibit A and any building or buildings erected in place thereof or in 
addition thereto.

          D. PREMISES: The land described in Exhibit A hereto and the 
Building and the sidewalks, curbs, gutters and streets adjacent thereto.

          E. LEASE COMMENCEMENT DATE: June 1, 1997. (Section 2.01)

          F. EXPIRATION DATE: August 31, 2008 (unless extended pursuant to 
Section 2.02)

                                       1

<PAGE>

          G. TERM: The Initial Term plus any Extended Term(s). (Sections 2.01 
and 2.02)

          H. INITIAL TERM: Eleven (11) years and three (3) months. (Section 
2.01)

          I. EXTENDED TERM: Either of the five (5) year terms provided in 
Section 2.02.

          J. FIXED RENT: $190,000.00 per annum. (Section 3.01)

          K. LANDLORD'S ORIGINAL COST: $1,494,145.14

          L. LANDLORD'S COST OF FIRST EXPANSION: $2,000,000

          M. LANDLORD'S ADDRESS: c/o Bridge Street Investments, Inc., One 
Securities Centre, 3490 Piedmont Road, Suite 1020, Atlanta, Georgia 30305, 
Attention: Mr. Neal Gumbin, President, or such address as Landlord designates.

          N. TENANT'S ADDRESS: The Premises with a copy addressed to (i) 
Aaron's Automotive Products, Inc. at 2600 North Westgate, Springfield, 
Missouri 65803, Attention: Mr. Ken Bear, Vice President, and (ii) Carnahan, 
Evans, Cantwell & Brown, P.C., Four Corporate Centre, Suite 410, 1949 E. 
Sunshine, P.O. Box 10009 G.S.S., Springfield, Missouri 65808-0009, or such  
other address as Tenant designates. (Section 12.13).

                                  ARTICLE I

                                  PREMISES

     Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, 
the Premises located in Joplin, Jasper County, Missouri, for the term, at 
the rental, and upon all of the terms, covenants and conditions set forth in 
this Lease, and subject to the following:

     (A) Such rights, easements, covenants, conditions, restrictions and 
other interests of Persons (as defined in Section 3.03B below) other than 
Landlord as now affect Landlord's title to the Premises, including but not
limited to those set forth in Exhibit A hereto or incorporated therein by
reference;

     (B) Zoning rules, restrictions, regulations, resolutions, ordinances, 
building restrictions and governmental regulations now in effect or hereafter 
adopted by any governmental authority having jurisdiction;

     (C) Violations (other than any caused by Landlord) of laws, ordinances, 
orders or requirements that might be disclosed by an examination, inspection 
or search of the Premises 

                                       2

<PAGE>

as the same now exist by any federal, state or municipal department
or authority having jurisdiction;

     (D) Any defects of title, encumbrances or encroachments now or hereafter 
existing except such as may hereafter result from any act or omission of 
Landlord or its predecessors in interest;

     (E) All taxes, assessments, water charges and sewer rents, accrued or 
unaccrued, fixed or not fixed;

     (F) The present condition and state of repair of the Premises; and

     (G) Such state of affairs as would be disclosed by an accurate 
survey.

                                  ARTICLE II

                        INITIAL TERM AND EXTENDED TERMS

     SECTION 2.01. The Initial Term of this Lease shall be a term of eleven 
(11) years and three (3) months beginning on the first day of June, 1997 and 
expiring on the last day of August, 2008, unless earlier terminated pursuant 
to any provision of this Lease or extended pursuant to Section 2.02.

     SECTION 2.02.

         A. Unless Tenant notifies Landlord in writing on or before the date 
that is one (1) year prior to expiration of the Initial Term hereof (i.e., 
August 31, 2007) that it elects not to extend the Initial Term of this Lease, 
this Lease shall automatically be extended for a term of five (5) years (the 
"First Extended Term") upon the expiration of the Initial Term.

         B. In the event this Lease is extended for the First Extended Term, 
unless Tenant notifies Landlord in writing on or before the date that is one 
(1) year prior to the expiration of the First Extended Term (i.e., August 31, 
2012) that it elects not to extend the Term of this Lease for a succeeding 
five (5) year term (the "Second Extended Term") (the "First Extended Term" 
and the "Second Extended Term", each, an "Extended Term"), this Lease shall 
automatically be extended for the Second Extended Term upon the expiration of 
the First Extended Term.

         C. In the event Tenant for any reason elects not to extend the Term 
of this Lease for the First Extended Term or the Second Extended Term, Tenant 
shall have no further privilege to extend the Term of this Lease and said 
Term shall expire and come to an end upon the expiration of the Initial Term 
or the First Extended Term, as the case may be.

                                       3


<PAGE>

     SECTION 2.03.  Notwithstanding the foregoing, any extension of this 
Lease shall be subject to the express condition that at the commencement of 
any Extended Term, Tenant shall not be in default under any of the terms, 
covenants or conditions of this Lease.

                                  ARTICLE III

                                      RENT

     SECTION 3.01.

     A. Tenant shall pay Fixed Rent to Landlord at its principal office above 
set forth and at the times hereinafter set forth, without previous demand 
therefor and in money of the United States of America which at the time of 
payment shall be legal tender for public and private debts.

     B. Fixed Rent shall be payable in equal monthly installments of 
$15,833.34 in advance on the first business day of each month during the 
Initial Term and any Extended Term commencing on the Lease Commencement Date. 
It is the purpose and intent of Landlord and Tenant that the Fixed Rent shall 
be absolutely net to Landlord so that this Lease shall yield, net to 
Landlord, the Fixed Rent specified in the Fundamental Terms and Definitions 
in each Lease Year (as defined in Section 3.05), free of any charges, 
assessments, or impositions of any kind charged, assessed, or imposed on or 
against the Premises, and without abatement, deduction or set-off by the 
Tenant, and Landlord shall not be expected or required to pay any such 
charge, assessment or imposition, or be under any obligation or liability 
hereunder except as herein expressly set forth, and that all costs, expenses 
and obligations of any kind relating to the maintenance, preservation, care, 
repair and operation of the Premises, including all replacements, alterations 
and additions as hereinafter provided, which may arise or become due during 
the Term of this Lease shall be paid by Tenant, and Landlord shall be 
indemnified and saved harmless by Tenant from and against such costs, 
expenses and obligations.

     SECTION 3.02.  As additional rent, Tenant shall pay, commencing on the 
Lease Commencement Date (whether ordinary or extra-ordinary, foreseen or 
unforeseen and without regard to the nature thereof), all:

     A. Taxes, assessments (including special assessments) and other 
governmental charges;

     B. Water and sewer rents, water frontage charges, water meter rents and 
all other charges of a similar kind;

     C. Costs of obtaining and maintaining the policies of insurance set 
forth in Article V; and


                                      4

<PAGE>

     D. Expenses of occupying, operating, altering, maintaining and repairing 
the premises and of making any additions thereto (including structural as 
well as nonstructural alterations, additions and repairs).

     SECTION 3.03.

     A. Tenant shall pay each sum payable pursuant to Section 3.02 when the 
same becomes due and payable; provided, however, that if any authority having 
jurisdiction or alleging to have jurisdiction assesses real estate taxes or 
assessments (including special assessments), or levies any other charges 
against the Premises as contemplated and provided in this Lease and Tenant 
deems the same or any of them excessive, improper or illegal, and provided 
further that failure to pay said real estate taxes, assessments (including 
special assessments) or other charges will not result in a forfeiture of the 
title to the Premises or a sale thereof for such nonpayment, Tenant may defer 
compliance therewith to the extent permitted by law so long as the validity 
or amount thereof is contested by Tenant in good faith, in its name, or at 
Tenant's option, in Landlord's name but at Tenant's expense, in which event 
Tenant, if requested by Landlord so to do, shall furnish to Landlord a bond, 
satisfactory to Landlord as to surety, in an amount equal to the taxes, 
assessments, or other charges so assessed plus one (1) year's penalties and 
interest thereon at the annual rate provided for by law. If any contest shall 
not have been concluded within one year from the date penalties and interest 
shall be accruing on the taxes, assessments (including special assessments) or 
other charges being contested, Tenant shall furnish Landlord, upon demand, 
with such additional bond as Landlord may reasonably request. In the event 
that such a bond is furnished by Tenant and there is a sale of the Premises 
by Landlord at the time that any tax, assessment (including special 
assessments) or other charge is then being contested, Landlord will assign 
said bond to the purchaser. Except as provided in this Section 3.03 Landlord 
may, upon default by Tenant under the terms hereof, pay such real estate 
taxes, assessments (including special assessments) or other charges and 
collect the same together with interest thereon computed at the rate of six 
percent (6%) per annum from the date of any such payment, as additional rent 
when the next Fixed Rent thereafter becomes due and payable.

     B. Tenant shall pay all sums due hereunder to the individual, 
partnership, firm, corporation or governmental authority ("Person(s)") to 
whom the same are payable, but, if any Person refuses to accept any payment 
from Tenant, Tenant shall forthwith notify Landlord thereof and pay such sum 
to the Landlord and Landlord shall thereupon pay the same forthwith to the 
Person or Persons entitled thereto, and thereupon Tenant shall be relieved of 
any further obligation for the payment of any such sum.

     C. Landlord for the purpose of the performance of any obligations of 
Tenant imposed hereunder, appoints Tenant its attorney for making all 
payments to persons other than Landlord pursuant to this Section 3.03.


                                      5

<PAGE>

     SECTION 3.04.  At any time and from time to time upon request of 
Landlord, Tenant shall exhibit to Landlord a receipted bill for any tax, 
assessment (including special assessment), governmental charge or water rent 
which has become due and payable under this Lease, or any other evidence 
satisfactory to the Landlord of the payment thereof.

     SECTION 3.05.  A "Lease Year" for the purposes of this Lease is a period 
of twelve (12) consecutive months commencing on the Lease Commencement Date 
and on the anniversary of such date.

                                  ARTICLE IV

                  USE, OPERATION, MAINTENANCE AND ALTERATION  

     SECTION 4.01.  Tenant shall, at its own expense, comply with, and 
maintain the Premises in compliance with, all laws and all requirements of 
all governmental authorities applicable to the Premises and to the use 
thereon (including those requiring alterations, additions or repairs of a 
structural as well as a nonstructural nature) and shall maintain the Premises 
in compliance with the requirements of the insurance companies with which 
Tenant maintains the insurance required by Section 5.01 hereof.

     SECTION 4.02.  Tenant shall, at its own expense, keep the Premises in 
good repair, operating condition and working order and shall make all 
structural, exterior and interior repairs, renewals and replacements 
necessary to that end, and shall commence promptly and proceed diligently 
with any repair or restoration required, provided however that consideration 
may be given to the age of the Building.

     SECTION 4.03.  Except as provided in this Section 4.03, Tenant shall 
make no alterations to the structure of the Building or other alterations 
which will change the character of the Building or its adaptability for use 
as a warehouse without the consent of Landlord. Tenant may, however, make 
alterations not exceeding $200,000 in cost to Tenant at any one time, and may 
erect, remove and change partitions not part of the structure of the 
Building, provided the character and value of the Building is not materially 
changed. Landlord will not unreasonably withhold its consent to alterations 
of a cost in excess of $200,000.

     SECTION 4.04.  Except as provided in Section 3.03 and 12.01, Tenant 
shall not create, or permit to be created or exist, any lien or encumbrance 
which might be or become a lien or encumbrance having priority over or 
ranking on a parity with Landlord's interest in the Premises or under this 
Lease.

     SECTION 4.05.  Tenant will pay and discharge and indemnify, save, defend 
and hold harmless Landlord from and against all liabilities, obligations, 
damages, penalties, claims, costs, charges and expenses, including reasonable 
architects' and attorneys' fees, which may be


                                      6
<PAGE>

imposed upon or incurred by or asserted against Landlord by reason of any of 
the following occurring during the Term of this Lease:

         (A)  any work or thing done in, on or about the Premises or any part 
thereof;

         (B)  any use, nonuse, possession, occupation, condition, operation, 
maintenance or management of the Premises or any part thereof or any street, 
alley, sidewalk, mall, garden, curb, vault, passageway or space adjacent 
thereto;

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

         (D)  any injury or damage to, any person or property occurring in, on 
or about the Premises or any part thereof or any street, alley, sidewalk, 
mall, garden, curb, vault, passageway or space adjacent thereto; or

         (E)  any failure on the part of Tenant to perform or comply with any 
of the covenants, agreements, terms or conditions contained in Lease on its 
part to be performed or complied with.

In case any action or proceeding is brought against Landlord by reason of any 
such claim, Tenant upon written request from Landlord will at Tenant's 
expense resist or defend such action or proceeding by counsel approved by 
Landlord in writing, such approval not to be unreasonably withheld.

         SECTION 4.06.  Landlord shall be entitled to make inspections of the 
Premises during business hours, but shall be under no obligation to make any 
such inspections nor to perform any act or do anything required to cure any 
default of Tenant.

                                   ARTICLE V
                                   INSURANCE

         SECTION 5.01.  Tenant shall maintain at Tenant's sole cost and 
expense, for the benefit of Landlord and Tenant, insurance with respect to 
the Premises, of the following types and in the following amounts:

         A.   Fire with extended coverage insurance in an amount not less 
than the full insurable value of the Premises (excluding excavations and 
foundations) as same is determined at five (5) year intervals by an architect 
or engineer designated by Tenant and satisfactory to Landlord. Such 
determination may be made by the engineering department of the insurance 
carrier then furnishing the largest amount of such insurance, if such 
services are furnished by said insurance carrier.

                                       7
<PAGE>

         B.   Boiler damage insurance with a limit of not less than $100,000; 
or such other coverage as may be reasonably required.

         C.   Public liability insurance (including elevator insurance if 
applicable) with limits of not less than $1,000,000 combined single limit for 
personal injury, bodily injury or death, or property damage or destruction 
per occurrence.

         D.   At all times when any work is in progress in connection with 
altering, repairing or making additions to the Premises, pursuant to a 
written contract with an independent contractor (other than routine upkeep, 
maintenance and repair work) Tenant at its expense shall either (i) maintain 
workmen's compensation insurance covering all persons engaged in such work 
and with respect to whom claims for death or bodily injury might be asserted 
against Landlord, Tenant or the Premises, or (ii) obtain the customary 
certification from the Person with whom the Tenant has contracted to perform 
such work that such Person carries such workmen's compensation insurance.

         E.   Such other insurance as is customarily maintained by owners and 
operators of similar property, or as may be reasonably required by Landlord 
from time to time for its protection against any loss, hazard or liability to 
which Landlord may be exposed.

         Notwithstanding the limits for insurance specified in this Section 
5.01, Tenant agrees to indemnify Landlord against all damage, loss or 
liability resulting from any of the risks referred to in this Section 5.01. 
Such indemnification shall be in effect whether or not Tenant has placed and 
maintained the insurance specified in this Section 5.01 and whether or not, 
such insurance having been placed and maintained, proceeds from such 
insurance actually are collectible from one or more of the insurance 
companies; provided however that Tenant shall be relieved of its obligation 
of indemnity herein to the extent of the amount actually recovered from one or 
more of the insurance companies by reason of injury or damage to, or loss 
sustained on, the Premises and paid to Landlord. If Tenant does not designate 
an architect or engineer for determination of insurable value as required by 
this Section 5.01, said architect or engineer may be designated by Landlord.

         Tenant may maintain any or all of the insurance provided for in 
Section 5.01 under a blanket policy or policies covering other property, 
provided that (i) each such blanket policy shall comply in all respects with 
the requirements of this Article V, (ii) the protection afforded Landlord by 
each such blanket policy shall be not less than would be afforded by a 
separate policy relating only to the Premises, and (iii) each such blanket 
policy including insurance provided for in Section 5.01A shall specify 
therein the portion of the total insurance allocated to the Building (unless 
such portion is specified in a written statement of the insurer delivered to 
Landlord) which shall be at least that required by Section 5.01A, and shall 
specify therein that any loss payable thereunder with respect to the Building 
and contents shall be payable first with respect to the Building and the 
balance with respect to the contents. Tenant shall furnish to Landlord a copy 
of each schedule or make-up of all items included in this Lease

                                       8
<PAGE>

which are covered by any blanket policy, within thirty (30) days after it is 
filed with any insurance rate-making body.

         Section 5.02.

         A.   Each insurance policy shall:

              1.  be issued by an insurance company of recognized standing 
satisfactory to Landlord;

              2.  be in the standard form customarily in use in the State; and

              3.  be carried as respects fire and extended coverage insurance 
with loss payable to Tenant if loss should be $200,000 or less, and to 
Landlord and Tenant, as their interests may appear, if over $200,000 and as 
respects other insurance required by Section 5.01 be carried in favor of 
Landlord and Tenant as their interests may appear.

         B.   Tenant shall procure renewals of all insurance policies at 
least ten (10) days before the expiration thereof.

         C.   Each policy or certificate therefor obtained by Tenant pursuant 
to Section 5.01 of this Lease shall to the extent obtainable contain an 
agreement by the insurer that such policy shall not be cancelled without at 
least ten (10) days' prior written notice to both Landlord and Tenant.

         D.   Tenant shall furnish Landlord with originals or copies 
certified by the insurance companies or certificates of all insurance 
policies or in lieu thereof, upon receipt of written notice from Landlord and 
until further written notice from Landlord to the contrary, file with 
Landlord upon the execution hereof and annually thereafter on the anniversary 
of such execution, a certificate over the signature of one of its officers 
that the insurance required hereunder in the form required by Section 5.01 
hereof, is in full force and effect as of the date of said certificate.

         SECTION 5.03   Except as provided in Section 5.06 of this Lease, 
notwithstanding any injury to or destruction of the Premises, Tenant shall 
not be entitled to any adjustment of rent or of any of Landlord's or Tenant's 
rights or liabilities under this Lease or to surrender this Lease; and Tenant 
shall continue to be liable to pay the full Fixed Rent and additional rent 
and any other sums due hereunder, and waives any rights with respect to any 
such injury or destruction, at any time conferred upon it a law, in equity, 
by statute or otherwise.

                                       9
<PAGE>

     SECTION 5.04.

     A.   In case any Building shall be damaged or destroyed by fire or other 
cause covered by the insurance policies provided for in Section 5.01 of this 
Lease, all insurance moneys payable on account of such damage shall be paid 
to Tenant if $200,000 or under, and if over $200,000 to Landlord or Tenant. 
With respect to any insurance monies payable to Tenant, if at the time the 
owner of Tenant's interest under this Lease is a person other then Aaron's 
Automotive Products, Inc., Tenant will place the same in a special account 
dedicated and earmarked for use in connection with the provisions of this 
Lease. In the case of any insurance monies payable to Landlord and Tenant, 
Tenant agrees that it will endorse the checks promptly and, if at the time 
the owner of the Premises and of Landlord's interest under this Lease is a 
person other than Confar Investors II, L.L.C, the same shall be placed in a 
special account in the name of Landlord and separate and distinct from all 
other funds of Landlord, and said account shall be dedicated and earmarked 
for the payment and application of said insurance monies as provided in this 
Lease. From the insurance monies paid on account of damage as provided in 
this Article V Tenant shall be entitled to payment or reimbursement for all 
amounts necessary to make temporary repairs or such work as may be necessary 
to protect the Premises against further injury and also, pending the 
adjustment of the insurance, for the preparation for the making of permanent 
repairs, restoration or reconstruction. In addition, Tenant shall be entitled 
to payment from such insurance moneys of such part thereof as shall equal the 
cost of repairing, restoring, or reconstructing the Building so that on 
completion the Building or buildings will be substantially the same as before 
in value and character. Payments shall be made promptly which shall equal the 
cost of labor and materials, architect's and engineers' fees and other 
charges and such payments shall be made to Tenant upon the delivery of a 
certificate of the architect engaged to supervise such work (who shall be 
designated by Tenant but satisfactory to Landlord), in which the architect 
shall certify that payments are due as herein provided. Each such certificate 
shall also contain a representation by such architect (i) that the work has 
been performed in accordance with the plans and specifications (except as the 
same may have been altered or changed with the consent of the Landlord) and 
(ii) that the amount covered by such certificate does not include the cost of 
any of the alterations and rebuilding for which a prior certificate has been 
issued. Tenant agrees to complete such repairs or restoration free of lien.

     B.   If the Premises, or any part thereof, shall suffer injury to or 
destruction in whole or in part from any of the causes set forth in this 
Article V, Tenant shall notify Landlord within five (5) days after such 
injury or destruction and shall proceed deligently to repair or restore the 
injury or destruction pursuant to plans and specifications to be prepared by 
Tenant and satisfactory to Landlord. Tenant shall thereupon pursue diligently 
the completion of the repairs or restoration as aforesaid and Landlord will 
comply with all the requirements provided for in paragraph A of this Section 
5.04. Tenant shall not be liable to Landlord if any contractor or 
contractors, subcontractors or materialmen are delayed by strikes, riots, 
fires, acts of God or the public enemy or inability to obtain construction 
materials due to war or govern-

                                     10
<PAGE>

ment interference or other conditions unavoidable or beyond the control of 
the Tenant (hereinafter referred to as "Unavoidable Delays").

     C.   The provisions of this Section 5.04 shall apply to the proceeds of 
insurance derived from policies furnished by Tenant pursuant to the 
requirements of Section 5.01. If Tenant has provided all policies as required 
by Section 5.01 and in the further event that Tenant has taken out additional 
insurance for its own further protection, then, and with respect to such 
additional insurance, the proceeds thereof shall be deposited and paid over 
in like manner as applies to the policies furnished by the Tenant pursuant to 
the requirements of Section 5.01.

     D.   If, upon completion of the repair, restoration or reconstruction, 
there are any insurance proceeds in the hands of Landlord, Landlord shall pay 
the same to Tenant, upon demand. If the insurance proceeds are insufficient 
to pay the cost of the repair or restoration, Tenant shall nevertheless 
complete the repair or restoration, as provided in this Article V, at its own 
cost and expense.

     E.   If, upon the expiration or termination of this Lease, there are any 
insurance proceeds in the hands of Landlord in excess of the proceeds to 
which Tenant shall have become entitled under Section 5.04A, Landlord shall 
be entitled to retain such excess.

     SECTION 5.05. If Tenant does not commence promptly to repair or restore 
the injury or destruction, or if, having commenced the repair or restoration, 
Tenant does not proceed diligently to complete the same, Landlord shall be 
entitled (but shall be under no obligation) at any time thereafter to enter 
the Premises and repair or restore the injury or destruction and to apply any 
insurance proceeds in its hands to the payment of the cost thereof; but if 
the insurance proceeds are insufficient for the cost of the repair, 
restoration or reconstruction, Tenant shall pay to Landlord, upon demand and 
as additional rent as the work progresses, such amounts as shall be necessary 
to complete the repairs, restoration or reconstruction upon delivery of the 
certificate of an architect or engineer in the form referred to in Section 
5.04A of this Article V.

     SECTION 5.06. Anything in this Article V to the contrary notwithstanding,

     A.   If less than one-half of the then aggregate floor space in the 
Building shall have been so injured and destroyed and made untenantable, 
Tenant shall at its expense repair, restore and reconstruct the same as 
nearly as practicable to its value and condition immediately before such 
damage or destruction, notwithstanding the fact that the proceeds of 
insurance may not be sufficient to cover the cost of such repair, restoration 
or reconstruction. Such repair, restoration or reconstruction shall be begun 
within a reasonable time after such notice to Landlord but not later four (4) 
months after the injury or destruction shall have occurred, and shall be 
continued diligently until completed, subject in each case to Unavoidable 
Delays. Tenant shall be entitled to the proceeds of the salvage.

                                     11
<PAGE>


     B.   If one-half or more of the then aggregate floor space in the 
Building shall have been so injured or destroyed and made unusable, Tenant at 
its option exercisable by notice to Landlord within three (3) months after 
the injury or destruction occurred, either shall repair, restore or 
reconstruct the Building as required by paragraph A of this Section 5.06, or 
shall terminate this Lease effective as of a date specified in such notice, 
which shall be at least thirty (30) days after the date such notice is given 
to Landlord. If Tenant exercises its option to terminate this Lease, it shall 
purchase the Premises from Landlord on the date of such termination for a 
price, in cash, equal to the greatest from the following:

            1.   The sum of (i) the fair market value, as of the date of 
commencement of the initial term of the Original Lease (as such term is 
defined in the Recitals, of the land covered by this Lease considered vacant 
and unimproved land unencumbered by this Lease, which fair market value is 
hereby agreed to be $15,000 compounded at the rate of two percent (2%) per 
year from the date of the commencement of the initial term of the Original 
Lease to the date of such purchase, plus (ii) Landlord's Original Cost of the 
Building reduced at the rate of two and one-half percent (2-1/2%) per year, 
computed from the beginning of the initial term of the Original Lease to the 
date of such purchase, plus (iii) Landlord's Cost of First Expansion (as such 
term is defined in the Fundamental Terms and Definitions) depreciated on a 
straight line basis at the rate of two and one-half (2-1/2%) percent per year 
computed from the first day of December, 1974; or

            2.   The present value of the aggregate amount of all rent not 
theretofore paid which would have otherwise been payable under Article III 
thereof if Tenant had exercised all its options to renew this Lease pursuant 
to Article II, computed as of the date of such purchase on the basis of a 
discount rate of six percent (6%) per year but in no event an amount greater 
than Landlord's Original Cost plus Landlord's Cost of First Expansion.

If Tenant shall purchase the Premises pursuant to the provisions of this 
paragraph B of Section 5.06, all proceeds of insurance shall belong to and 
become the sole property of the Tenant.

                                 ARTICLE VI

                                CONDEMNATION

     SECTION 6.01.  If during the Initial Term or any Extended Term a fee 
simple interest in the entire Premises is taken or condemned under power of 
eminent domain (such a taking or condemnation being herein called a 
"Condemnation"), this Lease shall terminate as of the date of Condemnation 
and Landlord shall be entitled to receive and retain out of the award from 
the condemning authority, after deducting all expenses incurred in obtaining 
payment thereof including but not limited to reasonable fees of counsel and 
experts (the amount of such award after deduction of such expenses being 
herein called the "Net Award"), an amount equal to the percentage of the Net 
Award shown by Exhibit B annexed hereto and made a part hereof



                                         12

<PAGE>

to be applicable as of the Lease Year in which the date of Condemnation falls 
and Tenant shall be entitled to receive and retain the balance of such excess.

     SECTION 6.02.

     A.   If during the Initial Term or any Extended Term a fee simple 
interest in less than all the Premises is taken or condemned as aforesaid and 
Tenant, within six (6) months thereafter, gives Landlord notice that by 
reason of such Condemnation the continued use of the remainder of the 
Premises for Lessee's business would be uneconomical or impractical, this 
Lease shall terminate as of a date ninety (90) days after the date of such 
notice; Landlord shall convey title to, and Tenant shall accept the 
conveyance of, the portion of the Premises not taken or condemned; and the 
rights of Landlord and Tenant in respect of the division of the Net Award and 
the obligation of Tenant in respect of payments to Landlord shall be as set 
forth in Section 6.01 of this Lease.

     B.   If during the Initial Term or any Extended Term a fee simple 
interest in less than all the Premises is taken or condemned as aforesaid, 
and Tenant does not give the notice described in paragraph A of this Section 
6.02 this Lease shall continue in effect as to the remainder of the Premises, 
and Tenant shall restore any damage and make such repairs or alterations to 
the Building situated thereon as may be necessary to make such Building a 
separate structural unit capable of being operated independently of any 
building not situated wholly upon the remainder of the Premises and shall be 
entitled to the proceeds of salvage. Tenant shall be entitled to receive and 
retain out of the Net Award an amount equal to the cost of such restoration, 
repairs or alterations and if the Net Award exceeds such cost, Landlord shall 
be entitled to receive and retain the percentage of the excess shown by 
Exhibit B hereto to be applicable as of the Lease Year in which the date of 
Condemnation falls, and Tenant shall be entitled to receive and retain the 
balance of such excess. If the Condemnation affects the land but not the 
Building so that no restoration, repairs or alterations are necessary, 
Landlord shall receive and retain the percentage of the Net Award shown by 
Exhibit B hereto to be applicable as of the Lease Year in which the date of 
Condemnation falls, and Tenant shall be entitled to receive and retain the 
balance of the Net Award.

     SECTION 6.03.  Condemnation of any or all of the Premises for use or 
occupancy for a period of temporary or undetermined duration shall not reduce 
any of Tenant's obligations under this Lease except to the extent that Tenant 
is prevented by the condemning authority from performing such obligations. If 
such use or occupancy by the condemning authority does not extend beyond the 
duration of this Lease (including the Term current when the Condemnation 
occurs and any succeeding term or terms for which Tenant has theretofore 
exercised or does thereafter exercise its option to extend the Term of this 
Lease pursuant to Section 2.02), Tenant shall be entitled to the entire Net 
Award and on termination of such use or occupancy Tenant shall at its sole 
cost and expense restore the Premises as nearly as practicable to its 
condition immediately before the Condemnation. If such use or occupancy does 
extend beyond the duration of this Lease (including such current and 
succeeding terms),

                                   13

<PAGE>

Landlord shall be entitled to receive and retain from the Net Award an amount 
equal to the estimated expense of restoring the Premises as nearly as 
practicable to its condition immediately before the Condemnation and the 
remainder of the Net Award shall be apportioned between Landlord and Tenant 
as of the date of expiration of this Lease.

     SECTION 6.04.  Except to the extent otherwise expressly provided in this 
Article VI, this Lease shall not terminate nor shall Tenant be entitled to 
any abatement of Fixed Rent or reduction thereof nor shall the respective 
obligations of Landlord and Tenant be otherwise affected by reason of damage 
to or destruction of all or any part of the Premises from whatever cause, the 
taking of said Premises or any portion thereof by condemnation or otherwise, 
the prohibition of Tenant's use of the Premises, the interference with such 
use by any Person, or by reason of any eviction by paramount title, or for any
other cause whether similar or dissimilar to the foregoing, any present or 
future law to the contrary notwithstanding.

     SECTION 6.05.  The Net Award shall be deposited by Landlord in a special 
account in the name of Landlord and separate and distinct from all other funds 
of Landlord and said account shall be dedicated and earmarked for the 
application and payment pursuant to the provisions of this Article VI.

     SECTION 6.06.  Anything in this Article VI to the contrary 
notwithstanding, any award or proceeds for removable trade fixtures or other 
personal property owned by the Tenant shall be the sole property of the 
Tenant, and shall not comprise any part of the "Net Award" as hereinabove 
defined.

                               ARTICLE VII
                              
              SALES, MORTGAGES, ASSIGNMENT AND SUBLEASES.

     SECTION 7.01.  Landlord shall be entitled to convey and otherwise 
dispose of the Premises and its interest under this Lease at any time, and 
thereafter shall not be subject to any of the obligations of Landlord under 
this Lease.  Landlord shall also be entitled to mortgage the Premises but 
Landlord hereby confirms that this Lease will remain prior in interest to any 
mortgage which may hereafter during the Term hereof become a lien against the 
Premises, unless the Tenant in its sole discretion shall expressly agree to 
subordinate this Lease to the lien of such mortgage.

     SECTION 7.02.  During a period of one hundred eighty (180) days prior to 
the expiration of any of the Initial or any Extended Term of this Lease, 
Landlord shall have the right to exhibit the Premises during business hours 
for the purpose of selling or leasing the same or selling Landlord's interest 
under this Lease and to attach to the Premises a notice or notices 
advertising the Premises for sale or lease.

                                    14

<PAGE>

     SECTION 7.03.  Tenant may mortgage its interest under this Lease, but 
any such mortgage shall be subject and subordinate to the provisions of this 
Lease, and no such mortgage shall impair any of the rights, remedies or 
interest of Landlord under this Lease. Landlord agrees to give notice of any 
default hereunder to any mortgagee of this Lease who shall have given 
Landlord written notice of such mortgage and furnished Landlord with a 
certified copy thereof, and further agrees to accept performance by such 
mortgagee of the terms, covenants and conditions of this Lease in the manner 
and within the time provided for hereunder as if such performance were by 
Tenant.

     SECTION 7.04.  Tenant may assign, sell or otherwise dispose of its 
interest in this Lease or sublet the whole or any part of the leased Premises 
for any lawful purpose not inconsistent with this Lease; provided, however, 
that no assignment, sale, disposal, or subletting, nor the acceptance of 
rents or other payments from, nor any other dealing by the Landlord with any 
assignee, under-tenant, occupant,or other person, shall release the Tenant from 
its obligation to pay the rents herein reserved and perform all the terms, 
covenants and conditions as set forth in this Lease.


                               ARTICLE VIII
                          
                                  DEFAULT


     SECTION 8.01.  If any one or more of the following events (each of which 
is herein sometimes called "Event of Default") shall happen:

     (A)  If default shall be made in the due and punctual payment of any 
Fixed Rent or additional rent or other sums required to be paid under this 
Lease or any part thereof when and as the same shall become due and payable, 
and such default shall continue for a period of ten (10) days after notice;

     (B)  if default shall be made by Tenant in the performance of or 
compliance with any of the covenants, agreements, terms or conditions 
contained in this Lease other than those referred to in the foregoing 
paragraph (A), and such default shall continue for a period of thirty (30) 
days after written notice thereof from Landlord to Tenant, provided, that 
Tenant's time to cure such default shall be extended for such additional time 
as shall be reasonably required for the purpose if Tenant shall proceed with 
due diligence during such thirty (30) day period to cure such default and is 
unable by reason of the nature of the work involved to cure the same within 
the said thirty (30) days, and if such extension of time shall not subject 
Landlord or Tenant to any liability, civil or criminal, and the interest of 
Landlord in this Lease shall not be jeopardized by reason thereof;

     (C) if Tenant shall file a voluntary petition in bankruptcy or shall be 
adjudicated a bankrupt or insolvent, or shall take the benefit of any 
relevant legislation that may be in force for bankrupt or insolvent debtors 
or shall file any petition or answer seeking any

                                      15


<PAGE>

reorganization, arrangement, composition, readjustment, liquidation, 
dissolution or similar relief for itself under any present or future federal, 
state or other statute, law or regulation, or if any proceedings shall be 
taken by Tenant under any relevant bankruptcy act in force in any 
jurisdiction available to Tenant, or if Tenant shall seek or consent to or 
acquiesce in the appointment of any trustee, receiver or liquidator of Tenant 
or all or any substantial part of its properties or of the Premises, or shall 
make any general assignment for the benefit of creditors; or

     (D)  if a petition shall be filed against Tenant seeking any 
reorganization, arrangement, composition, readjustment, liquidation, 
dissolution or similar relief under any present or future federal, state or 
other statute, law or regulation, and shall remain undismissed for an 
aggregate of one hundred and twenty days, or if any trustee, receiver or 
liquidator of Tenant or of all or any substantial part of its properties or 
of the Premises shall be appointed without the consent or acquiescence of 
Tenant and such appointment shall remain unvacated for an aggregate of one 
hundred and twenty (120) days;

then and in any event covered by subdivisions (A), (B), (C) and (D) above, 
Landlord at any time thereafter may give written notice to Tenant specifying 
one or more such Events of Default and stating that this Lease and the term 
hereby demised shall expire and terminate on the date specified in such 
notice, which shall be at least five (5) days after the giving of such 
notice, and upon the date specified in such notice, subject to the provisions 
of Section 8.04 hereof, this Lease and the term hereby demised and all rights 
of Tenant under this Lease shall expire and terminate.

     SECTION 8.02.  Upon any such expiration or termination of this Lease, 
Tenant shall quit and peacefully surrender the Premises to Landlord, and 
Landlord, upon or at any time after any such expiration or termination, may 
without further notice, enter upon and re-enter the Premises and possess and 
repossess itself thereof, by force, summary proceedings, ejectment or 
otherwise, and may dispossess Tenant and remove Tenant and may have, hold and 
enjoy the Premises and the right to receive all rental income of and from the 
same.

     SECTION 8.03.  At any time or from time to time after any such 
expiration or termination, Landlord may relet the Premises or any part 
thereof, in the name of Landlord or otherwise, for such term or terms (which 
may be greater or less than the period which would otherwise have constituted 
the balance of the term of this Lease) and on such conditions (which may 
include concessions or free rent) as Landlord, in its uncontrolled 
discretion, may determine and may collect and receive the rent therefor. 
Landlord shall in no way be responsible or liable for any failure to relet 
the Premises or any part thereof, or for any failure to collect any rent due 
upon any such reletting.

     SECTION 8.04.  No such expiration or termination of this Lease shall 
relieve Tenant of its liability and obligations under this Lease and such 
liability and obligations shall survive any such expiration and termination. 
In the event of any such expiration or termination,

                                    16

<PAGE>

whether or not the Premises or any part thereof shall have been relet, Tenant 
shall pay to Landlord the Fixed Rent, additional rent and all other charges 
required to be paid by Tenant up to the time of such expiration or 
termination of this Lease, and thereafter Tenant, until the end of what would 
otherwise have been the Term of this Lease but for such expiration or 
termination, shall be liable to Landlord for, and shall pay to Landlord, as 
and for liquidated and agreed current damages for Tenant's default:

     (A)  the equivalent of the amount of the Fixed Rent and the additional 
rent, and charges which would be payable under this Lease by Tenant if this 
Lease were still in effect, less

     (B)  the net proceeds of any reletting effected pursuant to the 
provisions of Section 8.03 hereof and of amounts collected from tenants, 
subtenants, concessionaires and occupants of the Premises after deducting all 
Landlord's expenses in connection with such reletting, including, without 
limitation, all repossession costs, brokerage commissions, legal expenses, 
reasonable attorneys' fees, alteration costs, and expenses or preparing said 
Premises for such reletting.

     Tenant shall pay such current damages (herein called "deficiency") to 
Landlord monthly on the days on which the Fixed Rent would have been payable 
under this Lease if this Lease were still in effect, and Landlord shall be 
entitled to recover from Tenant each monthly deficiency as the same shall 
arise. At any time after any such expiration of termination, Landlord, at its 
option, shall be entitled to recover from Tenant and Tenant shall pay to 
Landlord,  on demand, as and for liquidated and agreed final damages for 
Tenant's default, an amount equal to the difference between the Fixed Rent 
and all additional rent reserved hereunder for the unexpired portion of the 
term demised and the then fair and reasonable rental value of the Premises 
for the same period. In the computation of such damages the difference 
between any installment of Fixed Rent becoming due hereunder after the date 
of termination and the fair and reasonable rental value of the Premises for 
the period for which such installment was payable shall be discounted to the 
date of termination at the rate of five and one-half percent (5-1/2%) per 
annum. If the Premises or any part thereof be relet by the Landlord for the 
unexpired term of said Lease, or any part thereof, before presentation of 
proof of such liquidated damages to any court, commission or tribunal, the 
amount of rent reserved upon such reletting shall be deemed prima facie to be 
the fair and reasonable rental value for the part or the whole of the 
Premises so relet during the term of the reletting. Nothing herein contained 
shall limit or prejudice the right of the Landlord to prove for and obtain as 
liquidated damages by reason of such termination, an amount equal to the 
maximum allowed by any statute or rule of law in effect at the time when, and 
governing the proceedings in which, such damages are to be proved, whether or 
not such amount be greater, equal to, or less than the amount of the 
difference referred to above.

     SECTION 8.05.  At Landlord's option, upon any such expiration or 
termination of this Lease, all subleases then in effect shall be deemed 
assigned to Landlord by Tenant, and

                                 17

<PAGE>

Tenant shall, upon notice from Landlord, execute and deliver to Landlord 
instruments, in proper form for recording, assigning to Landlord Tenant's 
interest in and to each such sublease, Tenant hereby irrevocably appointing 
Landlord, in the event of Tenant's failure or refusal execute any and all 
such assignments, its true and lawful attorney to execute the same.

     SECTION 8.06.  No failure by Landlord to insist upon the strict 
performance of any covenant, agreement, term or condition of this Lease or to 
exercise any right or remedy consequent upon a breach thereof, and no 
acceptance of full or partial rent during the continuance of any such breach, 
shall constitute a waiver of any such breach or of such covenant, agreement, 
term or condition. No covenant, agreement, term or condition of this Lease to 
be performed or complied with by Tenant, and no breach thereof, shall be 
waived, altered, modified or terminated except by a written instrument 
executed by Landlord. No waiver of any breach shall affect or alter this 
Lease, but each and every covenant, agreement, term and condition of this 
Lease shall continue in full force and effect with respect to any other then 
existing or subsequent breach thereof.

     SECTION 8.07.  Landlord's rights and remedies herein are not exclusive. 
In the event of any breach by Tenant of any of the covenants, agreements, 
terms or conditions contained in this Lease, Landlord, in addition to any and 
all other rights, shall be entitled to enjoin such breach and shall have the 
right to invoke any right and remedy allowed at law or in equity or by 
statute or otherwise for such breach as though re-entry, summary proceedings, 
and other remedies were not provided for in this Lease.

     SECTION 8.08.  All Fixed Rent or additional rent in arrears and all 
amounts collectible hereunder shall bear interest at the rate of six percent 
(6%) per annum from their respective due dates until paid, provided that this 
shall in no way limit, lessen or affect any claim for any breach or default 
by Tenant.


                              ARTICLE IX

                   INVALIDITY OF PARTICULAR PROVISIONS


     If any term or provision of this Lease or the application thereof to any 
person or circumstance shall, to any extent, be invalid or unenforceable, the 
remaining terms and provisions of this Lease, or the application of such term 
or provision to persons or circumstances other than those as to which it is 
held invalid or unenforceable, shall not be affected thereby, and each term 
and provision of this Lease shall be valid and be enforced to the fullest 
extent permitted by law.


                                      18


<PAGE>

                                 ARTICLE X

                        COVENANT OF QUIET ENJOYMENT

     Landlord covenants and agrees that Tenant, upon payment of the rents 
reserved herein and the observance of and compliance with the covenants and 
agreements of this Lease, shall lawfully, peaceably and quietly hold, occupy 
and enjoy the Premises during the term of this Lease and any extension or 
extensions thereof, without hindrance, trouble or ejection by Landlord or any 
person or persons claiming under Landlord.

                                 ARTICLE XI

                MACHINERY, EQUIPMENT AND FIXTURES INSTALLED 
                            AND USED IN BUSINESS


     Tenant from time to time during the Initial Term or any Extended Term 
may install machinery, equipment and fixtures of various kinds and 
descriptions for the purpose of carrying on, and used in connection with, its 
business, and upon any of such machinery, equipment and fixtures being so 
installed in or placed on the Premises by Tenant, the same shall remain at 
all times the property of Tenant, and, at any time during the Initial Term or 
any Extended Term and at the termination of the Lease, Tenant shall be 
entitled to remove any and all of such machinery, equipment and fixtures; 
provided, however, that if any machinery, equipment, or fixtures are so 
attached to the Building as not to be readily removable without damage to the 
Building, then in such event, if Tenant shall remove the same, Tenant shall 
promptly repair and replace any damage caused to the Building by such 
removal. At the expiration or other termination of the Term of this Lease 
Landlord may require Tenant to remove any and all of such machinery, 
equipment and fixtures at the expense of the Tenant and Tenant shall promptly 
repair and replace any damage caused to the Building by such removal. If the 
Lease shall be extended as provided in Section 2.02 of this Lease it shall 
not be necessary for Tenant to reserve its right to such machinery, equipment 
and fixtures or their removal but such machinery, equipment and fixtures 
shall remain the property of Tenant. Nothing herein contained shall be deemed 
to confer upon Tenant any right to remove any equipment or fixtures used in 
the operation of the Premises.

                               ARTICLE XII

                               MISCELLANEOUS


     SECTION 12.01.  Subject to the provisions of Section 3.03A of Article 
III hereof Tenant, upon prior notice to Landlord, shall be entitled to 
contest, in good faith, in the name of Landlord or Tenant, but at the expense 
of Tenant, by appropriate proceedings diligently conducted, the validity or 
applicability, as the case may be, of any:


                                      19

<PAGE>

     A.   law or requirement or any proposed law or requirement of 
governmental authority,

     B.   tax, assessment (including special assessment) or other 
governmental charge, or any proposed tax, assessment or any other 
governmental charge, subject to Section 3.03 hereof,

     C.  lien or encumbrance,

     D.  requirement of any insurance carrier, or

     E.  other expense or charge, which during the Term of this Lease shall 
be levied, assessed, imposed, demanded or threatened to be levied, assessed, 
demanded or imposed by any governmental authority (provided non-compliance 
therewith or nonpayment thereof, as the case may be, does not impose any 
criminal liability upon the Landlord or Tenant) or insurance carrier upon or 
with respect to, or alleged by any person to have been insured in connection 
with the possession, occupation, operation, alteration, maintenance, repair 
or use of the Premises or the making of any additions thereto. The period of 
any such permitted contest shall be excluded in computing the period during 
which a default shall be deemed to exist, if such default would not have 
occurred but for such contest.

     SECTION 12.02.  Tenant will not create or permit to be created or to 
remain, and will discharge, any lien, encumbrance, or charge (levied on 
account of any imposition or any mechanic's, laborer's or materialman's lien 
or any mortgage, sale, title, retention agreement or chattel mortgage, or 
otherwise) which might be or become a lien, encumbrance or charge upon the 
Premises or any part thereof or the income therefrom, having any priority 
or preference over or ranking on a parity with the estate, rights and 
interest of Landlord in the Premises or any part thereof or the income 
therefrom and Tenant will not suffer any other matter or thing whereby the 
estate, rights and interest of Landlord in the Premises, or any part thereof 
might be impaired; provided that any imposition may, after the same becomes a 
lien on the Premises, be paid or contested in accordance with Section 12.01 
hereof and any mechanic's, laborer's or materialman's lien may be discharged 
in accordance with Section 12.03 hereof.

     SECTION 12.03.  If any mechanic's, laborer's or materialman's lien shall 
at any time be filed against the Premises or any part thereof, Tenant, within 
thirty (30) days after notice of the filing thereof, will cause the same to 
be discharged of record by payment, deposit, bond, order of a court of 
competent jurisdiction or otherwise. If Tenant shall fail to cause such lien 
to be discharged within the period aforesaid, then, in addition to any other 
right or remedy, Landlord may, but shall not be obligated to, discharge the 
same either by paying the amount claimed to be due or by procuring the 
discharge of such lien by deposit or by bonding proceedings, and in such 
event Landlord shall be entitled, if Landlord so elects, to compel the 
prosecution of an action for the foreclosure of such lien by the lienor and 
to pay the amount of


                                   20
<PAGE>

the judgment in favor of the lienor with interest, costs and allowances. Any 
amount so paid by Landlord and all costs and expenses incurred by Landlord in 
connection therewith, together with interest thereon at the rate of six 
percent (6%) per annum from the respective dates of Landlord's making of the 
payment or incurring of the cost and expense shall constitute additional rent 
payable by Tenant under this Lease and shall be paid by Tenant to Landlord on 
demand.

     SECTION 12.04.  Nothing contained in this Lease shall be deemed or 
construed in any way as constituting the consent or request of Landlord, 
express or implied by inference or otherwise, to any contractor, 
subcontractor, laborer or materialman for the performance of any labor or the 
furnishing of any materials for any specific improvement, alteration to or 
repair of the Premises or any part thereof.

    SECTION 12.05.  Upon the expiration of this Lease, or upon the earlier 
termination of the same in accordance with any of the provisions hereof, 
Tenant shall surrender and deliver peaceful and immediate possession of the 
Premises to Landlord in as good order and condition as they were at the time 
of the execution and and delivery of this Lease, reasonable wear and tear and 
damage by the elements excepted.

    SECTION 12.06.  Tenant will not do or suffer any waste or damage, 
disfigurement or injury to the Building or any part thereof.

    SECTION 12.07.  Vaults and areas, if any, now or hereafter built extending 
beyond the building line of the Premises are not included within the 
Premises, but Tenant may occupy and use the same during the Term of this 
Lease, subject to such laws, permits, rules and regulations as may be imposed 
by appropriate governmental authorities with respect thereto.

    SECTION 12.08.  No revocation on the part of any governmental department 
or authority of any license or permit to maintain and use any such vault 
shall in any way affect this Lease or the amount of the rent or any other 
charge payable by Tenant hereunder. If any such license or permit shall be 
revoked, Tenant will, at its sole cost and expense, do and perform all such 
work as may be necessary to comply with any order revoking the same.

    SECTION 12.09.  Each right, power and remedy of Landlord provided for in 
this Lease shall be cumulative and concurrent and shall be in addition to 
every other right, power or remedy provided for in this Lease or now or 
hereafter existing at law or in equity or by statute or otherwise, and the 
exercise or beginning of the exercise by landlord of any one or more of the 
rights, powers or remedies provided for in this Lease or now hereafter 
existing at law or in equity or by statute or otherwise shall not preclude 
the simultaneous or later exercise by Landlord of any or all such other 
rights, powers or remedies.

    SECTION 12.10.  The headings of the Articles and the numbering of the 
paragraphs in this Lease are inserted as a matter of convenience to the 
parties and shall not affect the construction of this Lease.

                                       21
<PAGE>


         SECTION 12.11.    This Lease may be executed in any number of 
counterparts, each of which shall be an original and the counterparts shall 
constitute but one and the same instrument.

         SECTION 12.12.    This Lease shall be binding upon and shall inure to 
the benefit of the parties hereto and their respective successors and 
assigns.  This Lease may not be modified, altered, terminated or discharged 
orally but only by an agreement in writing signed by the parties hereto.


         SECTION 12.13     Any notice required or permitted to be given 
hereunder shall be in writing, and shall be (i) delivered personally, (ii) 
sent via commercial messenger, courier or overnight mail service, or (iii) 
sent by United States mail, registered or certified delivery, return receipt 
requested, in each case addressed to the Tenant or to Landlord at the 
respective addresses set forth in the Fundamental Terms and Definitions.  
Personally delivered notices shall be deemed given upon actual delivery to 
the appropriate address.  Notices sent via commercial messenger, courier or 
overnight mail service shall be deemed given upon actual delivery to the 
appropriate address, as evidenced by the receipt of the delivery service. 
Mailed notices shall be deemed given upon the date of the actual receipt (or 
refusal of receipt) as evidenced by the return receipt.  Either party may 
specify a different address for notice purposes in the manner aforesaid.  A 
copy of all notices to be given to Landlord hereunder shall be concurrently 
transmitted by Tenant to any additional party hereafter designated by a 
notice from Landlord to Tenant.

                               ARTICLE XIII 

                  CONDITION OF AND TITLE TO THE PREMISES

           Tenant represents that the Premises, the title thereto, the 
sidewalks and structures adjoining the same, any subsurface conditions 
thereof, and the present uses and non-uses thereof, have been examined by 
Tenant and that Tenant accepts the same in the condition or state in which 
they or any of them now are, without representation or warranty, express or 
implied in fact or by law, by Landlord and without recourse to Landlord, as 
to the title thereto, the nature, condition or usability thereof or the use 
or uses to which the Premises or any part thereof may be put.

                               ARTICLE XIV

                       TERMS OF PURCHASE BY TENANT

         In the event of any sale by Landlord to Tenant and purchase by 
Tenant from Landlord of the Premises or any part thereof pursuant to any 
provisions of this Lease:


                                       22

<PAGE>


         A.  Upon delivery of the applicable notice required by the 
provisions of this Lease as a condition precedent to such sale and purchase, 
there shall be in existence, without further action of the parties, a binding 
agreement, enforceable at law or in equity, for the sale and purchase of the 
Premises or such part thereof at the applicable price and upon the additional 
terms and conditions hereinafter set forth;

         B.  Closing shall take place at the office of the Landlord upon the 
date fixed for consummation of such sale and purchase in accordance with the 
provisions of this Lease pursuant to which such sale and purchase is to be 
consummated;

         C.  At closing, Landlord shall convey the Premises or such part 
thereof to Tenant by deed in which the Landlord therein shall covenant and 
agree that the grantor has not done, committed, or knowingly or willingly 
suffered to be done or committed, any act, matter or thing whatsoever whereby 
the Premises thereby granted or any part thereof is, or has been, charged or 
encumbered and which shall be in sufficient form to be entitled to record;

         D.  Tenant shall accept title subject to zoning rules, restrictions, 
regulations, resolutions and ordinances and to any violations of building 
codes, fire laws, and other laws and regulations;

         E.  Tenant shall pay all charges incident to the conveyance, 
including but not limited to escrow fees, if any, recording fees, title 
insurance premiums, cost of documentary transfer taxes and any applicable 
state and local taxes and Landlord's and Tenants attorneys' fees;

         F.  There shall be no proration of any taxes, insurance premiums or 
other charges which Tenant is required to pay under and pursuant to the 
provisions of this Lease;

         G.  Tenant, having examined and being familiar with the state of the 
title to the Premises and the title examination made for Landlord in 
connection with its acquisition of title, will accept title to the Premises 
or such part thereof subject to those matters disclosed by such title 
examination, except for so much thereof as may have been taken or condemned 
by eminent domain, and further subject to: (i) this Lease, (ii) any and all 
taxes, assessments and other charges which Tenant agrees to pay pursuant to 
the provisions of this Lease, and (iii) any other liens, encumbrances and 
exceptions not caused by Landlord; and

         H.  Upon the completion of such purchase and the payment by Tenant 
of the purchase price plus an amount equal to five and one-half percent 
(5-1/2%) per annum thereon computed from the first day of the immediately 
preceding monthly period for which Fixed Rent shall have been paid to the 
date of settlement, this Lease shall terminate, and all the rights and 
obligations of Landlord and Tenant hereunder shall cease and come to an end.


                                       23

<PAGE>

                                  ARTICLE XV

                            ESTOPPEL CERTIFICATES

         SECTION 15.01.    Tenant agrees at any time and from time to time 
during the Term of this Lease upon not less than ten (10) days' prior notice 
by Landlord to execute, acknowledge and deliver to Landlord a statement in 
writing certifying that this Lease is unmodified and in full force and effect 
(or if there have been modifications, that the same is in full force and 
effect as modified and stating the modifications), and the dates to which the 
Fixed Rent and other charges have been paid in advance, if any, and stating 
whether or not to the best knowledge of the signer of such certificate 
Landlord is in default in performance of any covenant, agreement or 
condition contained in this Lease and, if so, specifying each such default of 
which the signer may have knowledge, it being intended that any such 
statement delivered pursuant to this Section 15.01 may be relied upon by 
prospective purchaser of the fee or any mortgagee thereof, or any prospective 
assignee thereof.

         SECTION 15.02.    Landlord agrees at any time and from time to time 
during the Term of this Lease upon not less than ten (10) days' prior notice 
by Tenant to execute, acknowledge and deliver to Tenant a statement in 
writing certifying that this Lease is unmodified and in full force and effect 
(or if there shall have been modifications that the same is in full force and 
effect as modified and stating the modifications) and the dates to which the 
Fixed Rent and other charges have been paid in advance, if any, and stating 
whether or not to the best knowledge of the signer of such certificate Tenant 
is in default in performance or any covenant, agreement, or condition 
contained in this Lease and, if so, specifying each such default of which the 
signer may have knowledge, it being intended that any such statement 
delivered pursuant to this Section 15.02 may be relied upon by any 
prospective assignee of the Tenant's interest in this Lease.


                           ARTICLE XVI

                      HAZARDOUS MATERIALS

         SECTION 16.01.    Tenant shall not (and shall not permit its 
employees, agents, officers, directors, invitees of Tenant or any person 
occupying the Premises to) bring in, on or under the Premises any Hazardous 
Materials (other than lubricating oils, oil additives, plastics, rubber 
products, inventory, cleaning supplies and other materials in normal 
quantities ordinarily used or stored in the operation of its business, which 
include a tank farm).  Tenant shall indemnify, defend, save, protect, and 
hold Landlord harmless from and against, any and all claims, suits, orders, 
judgments, clean-up or remediation costs, liabilities, losses, obligations, 
costs and expenses (including without limitation reasonable attorneys' fees) 
arising from the introduction of any Hazardous Materials in, on, under or 
about the Premises from and after June 22, 1995, by Tenant, its employees, 
agents, officers, directors, invitees or any other person occupying the 
Premises, or any portion thereof, by, through or under Tenant.

                                       24

<PAGE>

     SECTION 16.02.  As used herein "Hazardous Materials" means any and all 
substance or substances: (i) the presence of which requires investigation or 
remediation under any federal, state or local statute, regulation, ordinance, 
order, action, policy or common law; (ii) which is or becomes defined as a 
"hazardous waste", "hazardous substance", pollutant or contaminant under any 
federal, state or local statute, regulation, rule or ordinance or amendments 
thereto including, without limitation, the Comprehensive Environmental 
Response, Compensation and Recovery Act (42 U.S.C. Section 6901 et seq.); 
or (iii) which contain gasoline, diesel fuel or other petroleum hydrocarbons.

     SECTION 16.03.  If Landlord becomes aware of the presence or suspected 
presence of any Hazardous Materials in, on, under or about the Premises in 
violation of Section 16.01 above, Landlord may so notify Tenant and request 
that Tenant institute remedial action. Tenant will, within ten (10) days of 
receipt of such notice, at its sole cost and expense, commence such action as 
is reasonably specified by Landlord to remove all such Hazardous Materials 
from the Premises and will diligently pursue such action to completion. Such 
work will be performed in accordance with all applicable laws, ordinances and 
regulations governing such work. If Tenant fails to undertake the work 
required by this Section 16.03, Landlord may, at its option, to be exercised 
by notice to Tenant, undertake such work, in which event Tenant shall 
reimburse Landlord for all costs and expenses, including fees of attorneys, 
engineers and other consultants incurred by Landlord for such work. However, 
Landlord shall not be under any obligation to exercise the remedy specified 
in the preceding sentence, and the remedies provided in this Section 16.03 
shall not be considered exclusive or preclude any claim for damages or any 
other remedy which may be available under this Lease or under law.

     SECTION 16.04.  The indemnification obligations under this Lease shall 
be subject to the following provisions:

     (A)  The party seeking indemnification ("INDEMNITEE") shall notify the 
other party ("INDEMNITOR") of any claim against Indemnitee within fifteen 
(15) days after it has notice of such claim, but failure to notify Indemnitor 
shall in no case prejudice the rights of Indemnitee under this Lease unless 
Indemnitor shall be prejudiced by such failure and then only to the extent of 
such prejudice. Should Indemnitor fail to discharge or undertake to defend 
Indemnitee against such liability (with counsel approved by Indemnitee), 
within ten (10) days after Indemnitee gives Indemnitor written notice of the 
same, then Indemnitee may settle such claim, and Indemnitor's liability to 
Indemnitee shall be conclusively established by such settlement, the amount 
of such liability to include both the settlement consideration and the 
reasonable costs and expenses, including attorney's fees, incurred by 
Indemnitee in effecting such settlement. Indemnitee shall have the right to 
employ its own counsel in any such case, but the fees and expenses of such 
counsel shall be at the expense of Indemnitee unless: (i) the employment of 
such counsel shall have been authorized in writing by Indemnitor in 
connection with the defense of such action, (ii) Indemnitor shall not have 
employed counsel to direct the defense of such action, or (iii) Indemnitee 
shall have reasonably concluded that there may be defenses available to it 
which are different from or additional to those available to Indemnitor

                                      25

<PAGE>

(in which case Indemnitor shall not have the right to direct the defense of 
such action or of Indemnitee), in any of which events such fees and expenses 
shall be borne by Indemnitor.

              (B) The indemnification obligations under this Lease shall also 
extend to any present or future advisor, trustee, director, officer, partner, 
member, employee, beneficiary, shareholder, participant or agent of or in 
Indemnitee or any entity now or hereafter having a direct or indirect 
ownership interest in Indemnitee.

         IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be 
executed in their respective corporate names and their respective corporate 
seals to be hereunto affixed and signed by their respective officers 
thereunto duly authorized, all as of the day and year first above written.

                                      LANDLORD:

                                      CONFAR INVESTORS II, L.L.C.,
                                      an Arizona limited liability company

                                      By:    Continental Ventures, Ltd.,
                                             an Arizona corporation
                                             Its Manager

                                             By:  /s/ Neal M. Gumbin
                                                ------------------------------
                                                    Neal M. Gumbin
                                                    President


                                       TENANT:

                                       AARON'S AUTOMOTIVE PRODUCTS, INC.,
                                       a Delaware corporation

                                            By:  /s/ Kenneth A. Bear
                                               -------------------------------
                                            Name:    Kenneth A. Bear
                                                 -----------------------------
                                            Title:   Vice President
                                                  ----------------------------

                                      26

<PAGE> 


                                   EXHIBIT "A"
 
                              DESCRIPTION OF PREMISES

                                  [SEE ATTACHED]





 

                                      A-1

<PAGE>

COMMENCING AT THE SOUTHWEST CORNER OF LOT TEN (10) IN BLOCK NUMBERED TWO (2)
IN JOPLIN-SOUTHERN CORPORATION PLAT NO. 1, IN THE CITY OF JOPLIN, JASPER 
COUNTY, MISSOURI, THENCE NORTH 00 DEGREES 19 MINUTES EAST ALONG THE EAST LINE 
OF DAVIS BOULEVARD, A DISTANCE OF 624.00 FEET TO THE POINT OF BEGINNING, 
THENCE NORTH 00 DEGREES 19 MINUTES EAST ALONG THE EAST LINE OF DAVIS 
BOULEVARD A DISTANCE OF 994.47 FEET TO THE NORTHWEST CORNER OF LOT NUMBERED 
SIX (6) IN BLOCK 5, IN SAID PLAT NO. 1, THENCE NORTH 89 DEGREES 59 MINUTES 
EAST ALONG THE NORTH LINE OF SAID LOT SIX (6), 472.52 FEET TO THE NORTHEAST 
CORNER OF SAID LOT SIX (6), THENCE NORTH 89 DEGREES 59 MINUTES EAST ALONG 
THE NORTH LINE OF SAID LOT SIX (6) PRODUCED A DISTANCE OF 431.59 FEET, THENCE 
SOUTH 00 DEGREES 04 MINUTES WEST A DISTANCE OF 993.45 FEET, THENCE SOUTH 89 
DEGREES 55 MINUTES WEST A DISTANCE OF 908.40 FEET TO THE POINT OF BEGINNING, 
EXCEPT ANY PART TAKEN OR DEEDED FOR ROAD OR RAILROAD PURPOSES.

AND COMMENCING AT THE SOUTHWEST CORNER OF LOT TEN (10) IN BLOCK NO. 2 IN 
JOPLIN-SOUTHERN CORPORATION PLAT NO. 1 IN THE CITY OF JOPLIN, JASPER COUNTY, 
MISSOURI. THENCE NORTH 00 DEGREES 19 MINUTES EAST ALONG THE EAST LINE OF 
DAVIS BOULEVARD, A DISTANCE OF 408.00 FEET TO THE POINT OF BEGINNING. THENCE 
NORTH 89 DEGREES 55 MINUTES EAST A DISTANCE OF 909.33 FEET, THENCE NORTH 00 
DEGREES 04 MINUTES EAST A DISTANCE OF 216.00 FEET, THENCE SOUTH 89 DEGREES 55 
MINUTES WEST A DISTANCE OF 908.40 FEET, TO THE EAST LINE OF DAVIS BOULEVARD, 
THENCE SOUTH 00 DEGREES 19 MINUTES WEST ALONG SAID EAST LINE OF DAVIS 
BOULEVARD A DISTANCE OF 216.00 FEET TO THE POINT OF BEGINNING, EXCEPT ANY 
PART TAKEN OR DEEDED FOR ROAD OR RAILROAD PURPOSES.

AND

COMMENCING AT THE SOUTHWEST CORNER OF LOT TEN (10) IN BLOCK 2 IN JOPLIN-
SOUTHERN CORPORATION PLAT NO. 1, IN THE CITY OF JOPLIN, JASPER COUNTY, 
MISSOURI. THENCE NORTH 0 DEGREES 19 MINUTES EAST ALONG THE EAST LINE OF DAVIS 
BOULEVARD 312.14 FEET TO THE POINT OF BEGINNING. THENCE NORTH 00 DEGREES 19 
MINUTES EAST ALONG SAID LINE 95.86 FEET. THENCE NORTH 89 DEGREES 55 MINUTES 
EAST 909.33 FEET TO THE WEST LINE OF STEPHENS BOULEVARD. THENCE SOUTH 00 
DEGREES 04 MINUTES WEST ALONG SAID LINE 95.86 FEET, THENCE SOUTH 89 DEGREES 
55 MINUTES WEST 909.76 FEET TO THE POINT OF BEGINNING, BEING SUBJECT TO ALL 
RIGHT-OF-WAYS, EASEMENTS AND RESERVATIONS OF RECORD IF ANY, AND EXCEPT ANY 
PART TAKEN OR DEEDED FOR ROAD OR RAILROAD PURPOSES.

<PAGE>


                                  EXHIBIT "B"

                        YEAR                           LANDLORD'S PERCENTAGE
                        ----                           ---------------------

                         1                                      42%
                         2                                      45%
                         3                                      48%
                         4                                      51%
                         5                                      54%
                         6                                      57%
                         7                                      60%
                         8                                      63%
                         9                                      66%
                        10                                      69%
                        11                                      72%
                        12                                      75%
                        13                                      78%
                        14                                      81%
                        15                                      84%
                        16                                      87%
                        17                                      90%
                        18                                      93%
                        19                                      96%
                        20                                      98%
                        21                                     100%


                                      B-1








<PAGE>

                            CONFAR INVESTORS II, L.L.C.
                         177 North Church Street, Suite 613
                              Tucson, Arizona 85701


                             Date: as of June 1, 1997


Aaron's Automotive Products, Inc.
2600 North Westgate
Springfield, Missouri 65803

     Re: Amended and Restated Lease (the "Lease") dated as
         of June 1, 1997 by and between Confar Investors II,
         L.L.C. ("Landlord") and Aaron's Automotive Products,
         Inc. ("Tenant") for property located in Joplin, 
         Jasper County, Missouri (the "Premises")
         ---------------------------------------------------


Gentlemen:

     Please refer to the Lease. This letter agreement contains certain 
additional agreements between Landlord and Tenant with respect to the Lease.

     1. LEGAL FEES. Landlord hereby acknowledges and agrees that it will pay 
the first Five Thousand Dollars ($5,000) of legal fees incurred by Tenant in 
connection with the review and negotiation of the Lease. Tenant shall forward 
invoices for such legal services to Landlord.

     2. PROMISSORY NOTE. Tenant hereby reaffirms its obligations under that 
certain Promissory Note (the "Note") dated June 22, 1995, made by Tenant 
payable to the order of Landlord as successor-in-interest to Fleming 
Companies, Inc., in the original principal amount of Seven Hundred Fifty 
Thousand Dollars ($750,000), including, without limitation, Tenant's 
obligation to make payments of principal under the Note in the amounts of Two 
Hundred Fifty Thousand Dollars ($250,000) on each of June 20, 1997 and June 
20, 1998.


<PAGE>

     Please execute the enclosed copy of this letter to signify your 
agreement with, and acceptance of, the terms set forth herein.


                                         Very truly yours,

                                         CONFAR INVESTORS II, L.L.C.,
                                         an Arizona limited liability
                                         company

                                         By: Continental Ventures, Ltd.,
                                             an Arizona corporation
                                             Its Manager

                                             By: /s/ Neil M. Gumbin
                                                 -------------------------
                                                         Neil M. Gumbin
                                                         President


AGREED AND ACCEPTED:

AARON'S AUTOMOTIVE PRODUCTS, INC.,
a Delaware corporation

By: Aarons Automotive Products Inc
    -----------------------------------
Name: /s/ Kenneth A Bear
      ---------------------------------
Title: Vice president
       --------------------------------


<PAGE>

     Please execute the enclosed copy of this letter to signify your 
agreement with, and acceptance of, the terms set forth herein.


                                         Very truly yours,

                                         CONFAR INVESTORS II, L.L.C.,
                                         an Arizona limited liability
                                         company

                                         By: Continental Ventures, Ltd.,
                                             an Arizona corporation
                                             Its Manager

                                             By: /s/ Neal M. Gumbin
                                                 -------------------------
                                                         Neal M. Gumbin
                                                         President


AGREED AND ACCEPTED:

AARON'S AUTOMOTIVE PRODUCTS, INC.,
a Delaware corporation

By:
    -----------------------------------
Name:
      ---------------------------------
Title:
       --------------------------------