EXHIBIT 10.4

REVISED OCTOBER 18, 1999


                              SHOPPING CENTER LEASE

     The lease ("Lease"), dated as of October 4, 1999, by and between KIMZAY
GREENWOOD, INC. ("Landlord") and LAFAYETTE COMMUNITY BANK, INC. ("Tenant");

                              W I T N E S S E T H:
                               -------------------

           WHEREAS, Landlord and Tenant wish to enter into this Lease on the
terms and conditions hereinafter set forth;

           NOW, THEREFORE, in consideration of the foregoing, and the mutual
covenants and agreements contained in this Lease, Landlord and Tenant hereby
agree as follows:

           Tenant hereby leases the Leased Premises (as hereinafter defined)
from Landlord and Landlord hereby leases the Leased Premises to Tenant upon, and
subject to, the terms and conditions hereinafter set forth in this Lease.

           1.        Basic Lease Provisions and Definitions.

           In addition to other terms defined in this Lease, the following terms
whenever used in this Lease with the first letter of each word capitalized shall
have only the meanings set forth in this Article, unless such meetings are
expressly modified, limited or expanded elsewhere herein.

(A)        Shopping Center Location:         Depicted on Exhibit "A", located in
                                             LAFAYETTE, INDIANA  Site No.:  145

(B)        Leased Premises:                  The premises identified as Plot G
                                             shown hatched on Exhibit "A" (see
                                             Article2).

(C)        Floor Area:                       2,500 square feet (see Article 2).

(D)        Lease Commencement Date:          January 1, 2000 (see Article 2).

(E)        Rent Commencement Date:           April 1, 2000 (see Article 2).

(F)        Lease Term:                       January 1, 2000 - March 31, 2005
                                             (see Article 2).

(G)        Expiration Date:                  March 31, 2005 (see Article 2).



(H)        Base Rent Schedule (see Article 3):



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                                                            MONTHLY
LEASE YEAR                         ANNUAL BASE RENT       INSTALLMENT
--------------------------         ----------------       -----------
4/1/2000 - 3/31/2001                     $21,250.00         $1,770.83
4/1/2001 - 3/31/2002                     $21,250.00         $1,770.83
4/1/2002 - 3/31/2003                     $21,250.00         $1,770.83
4/1/2003 - 3/31/2004                     $21,250.00         $1,770.83
4/1/2004 - 3/31/2005                     $21,250.00         $1,770.83



(I)        Tax Rent:                   As provided in Article 5(B).

(J)        Common Area Rent:           As provided in Article 8(D).

(K)        Percentage Rent Rate:       N/A

(L)        Security Deposit:           $2,039.58 (see Article 6).

(M)        Permitted Use:              The operation of a full service bank
                                       (see Article 9).

(N)        Landlord's Notice Address:  3333 NEW HYDE PARK ROAD
                (see Article 29)       SUITE 100
                                       P.O. BOX 5020
                                       NEW HYDE PARK, NEW YORK  11042-0020

(O)        Tenant's Notice Address:    LAFAYETTE COMMUNITY BANK, INC.
                (see Article 29)       316 PERRY STREET
                                       LAFAYETTE, IN  47902
                                       See Article 29 for
additional notice provisions.

(P)        Broker(s):                  STEVE SHOOK
                 (see Article 26)      COLDWELL BANKER COMMERCIAL
                                       427 MAIN STREET, SUITE 300
                                       LAFAYETTE, IN  47901

                              FOR INFORMATION ONLY

Tenant's Telephone No.:                (765) 420-8111

Tenant's Fax No.:                      (765) 742-4379

Tenant's Business Name:                Lafayette Community Bank

Tenant's Contact Person:               David R. Zimmerman



<PAGE>



Guarantor(s):       David R. & Linda S. Zimmerman        Edward Chosnek
                    3728 E. 20 N.                        5612 Prophets Rock Rd
                    Lafayette, IN  47905                 W. Lafayette, IN 47906



           The following riders and exhibit(s) are hereby incorporated into this
Lease and made a part of this Lease for all purposes:

Riders:              Rider "A" General Lease Provisions (set forth in Articles
                     2 through 29).

                     Rider "B" Specific Lease Provisions (beginning with
                     Article 30).

Exhibit(s):          Exhibit "A"  - -  Site Plan


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

WITNESSES TO LANDLORD:                LANDLORD:    KIMZAY GREENWOOD, INC.


/S/  BEVERLY SHERLATI                 By:       /S/ BRUCE M. KAUDERER
-----------------------------------             ---------------------
                                                   (corporate seal)

/S/ ANNA MARIE SCHMIDT                Print Name:          Bruce M. Kauderer
-----------------------------------                        -----------------

                                      Title:               Vice President

                                      Date Signed:         10-28-99
                                                           --------



WITNESSES TO TENANT:                  TENANT:  LAFAYETTE COMMUNITY BANK, INC.


/S/ DENISE J. HILTON                  By:       /S/ DAVID R. ZIMMERMAN
-----------------------------------             ----------------------
                                                            (corporate seal)

/S/ RENEE L. HAYNES                   Print Name:          David R. Zimmerman
-----------------------------------                        ------------------

                                      Title:               President

                                      Date Signed:         10-25-99
                                                           --------

                                      SS#/Fed Tax ID # 35-2082918
                                                       ----------



<PAGE>


                            FOR TENANT (CORPORATION)

STATE OF INDIANA                          )
                                          ) SS:
COUNTY OF TIPPECANOE                      )

           On this 25th day of October, 1999, before me, a Notary Public in and
for the jurisdiction aforesaid, personally appeared David R. Zimmerman to me
personally known, who by me duly sworn did say that he is the President of
LAFAYETTE COMMUNITY BANK, INC.; that he knows the seal and said corporation;
that the seal affixed to this instrument is that corporate seal and that it was
so affixed by order of the Board of Directors of the corporation; and that he
acknowledges the execution of this instrument to be the voluntary act and deed
of the corporation by it voluntarily executed.

           (Notarial Seal)            /S/ MELANIE K. GARDINER
                                      -----------------------

                                      My Commission expires: January 2, 2001
                                                             ---------------

                                      County of Residence: Tippecanoe


<PAGE>

                                     RIDER A

        THIS RIDER A IS ATTACHED TO AND HEREBY MADE A PART OF THE LEASE
                              (SEE ALSO RIDER B).

           2. Leased Premises, Term and Lease Year. The Leased Premises is
deemed to contain an amount of square feet of space equal to the Floor Area. The
Lease Term shall commence on the Lease Commencement Date. Tenant's duty to pay
Rent shall commence on the Rent Commencement Date. Notwithstanding the
foregoing, Tenant shall pay the first month's installment of Rent on the
execution hereof, which amount shall be applied as a credit against such first
monthly installment as and when due (and promptly refunded if, for any reason
other than Tenant's default, this Lease should be terminated by reason of
non-occurrence of the Lease Commencement Date). The Lease Term shall expire
without notice on the Expiration Date. On request, Tenant shall promptly deliver
to Landlord a statement in recordable form specifying the Rent Commencement Date
and the Expiration Date. The first Lease Year shall commence on the Rent
Commencement Date and end on the last day of the calendar month in which occurs
the first anniversary of the day immediately preceding the Rent Commencement
Date. Each succeeding Lease Year shall be each successive twelve (12) month
period.

           3. (A) Base Rent. Tenant shall pay Base Rent at the annual rates
specified in the Base Rent Schedules in monthly installments paid in advance on
the first day of each calendar month in the amount specified in the Base Rent
Schedule. If the Rent Commencement Date is not the first of the month, the Base
Rent for that month shall be prorated. Should any Lease Year contain more or
less than twelve (12) months, Base Rent and other charges for such Lease Year
shall be appropriately prorated. All other payments to be made by Tenant
pursuant to this Lease are in addition to Base Rent. Tenant shall pay Base Rent
and other Rent to Landlord or its designated agent at the address Landlord
designates without Landlord making any demand. The obligation to pay Base Rent
and other Rent is an independent, unconditional covenant.

              (B) Additional Rent. Base Rent and all other payments required
to be made by Tenant (including, but not limited to, Tax Rent and Common Area
Rent) shall be deemed to be and are included in the term "Rent", which shall be
due and payable on demand or together with the next Installment of Base Rent,
whichever first occurs, unless another time is expressly provided for payment
Landlord shall have die same rights and remedies for non-payment of any Rent or
any Security Deposit as for a non-payment of Base Rent. Tenant shall pay to
Landlord any tax or license fee measured by Tenant's Rents receivable by
Landlord; these taxes shall be paid by Tenant each month with monthly payments
of Rent.

              (C) Late Rent.  Any Rent or Security Deposit not paid within ten
110) days of when due shall bear Interest on the payable amount from the date
when due until paid at the Default Interest Rate (see Article 24(B)); in
addition, Tenant shall pay Landlord a Fifty ($50.00) Dollar late charge for each
overdue payment.

              (D) Notwithstanding any alleged defense, counterclaim or offset
against Rent, Tenant shall continue to pay Landlord all Rent faithfully when
due, including during the continuance of any dispute or legal action, subject to
reimbursement if directed by the Court. Tenant hereby consents to the entry in
any court action of an order requiring Tenant to make Rent payments during the
pendency of the lawsuit. All Rent due to Landlord under this Lease shall, unless
and to the extent expressly otherwise provided herein, be due and payable
without any notice, demand, offset, credit, deduction or abatement.

           4.        Percentage Rent.

           5.        Taxes.



<PAGE>

     (A) "Taxes" shall mean and include: real estate taxes; special and general
assessments; water and sewer rents and charges including connection or hookup
charges; governmental license and permit fees; charges for public or private
easements benefitting the Shopping Center; taxes on other areas made available
for the common use or benefit of tenants; and all other governmental impositions
and charges (extraordinary as well as ordinary, foreseen and unforeseen) which
are either a lien on the Shopping Center or which are charged, levied or
assessed on, or imposed in connection with, the use, occupancy or possession of
the Shopping Centers and/or which appear as a charge on a tax bill given to
Landlord by any official taxing authority; and also: taxes, license fees or
other charges measured by the rents receivable by Landlord from the Shopping
Center; occupancy taxes, rent taxes or similar taxes; interest on Tax
installment payments; and costs, expenses and fees (including attorneys' and
other experts' fees) incurred by Landlord in contesting and/or negotiating Taxes
with the public authorities (regardless of the outcome). If any method of
taxation prevailing on the date of this Lease is altered, so as a substitute for
the whole or any part of real estate taxes there is levied or assessed a
different kind of tax, the different tax shall be deemed included in "Taxes".
However, "Taxes" shall not include any inheritance, estate, succession,
transfer, gift, franchise or corporation tax, or any net income tax, profit tax
or capital tax imposed on Landlord. A copy of an official tax bill with respect
to a governmental tax or assessment shall be conclusive evidence of the amount
of a Tax. If the Leased Premises is located in Indiana, Ohio, Illinois or other
jurisdiction wherein taxes are billed or are payable in arrears after they have
accrued or become a lien, then the taxes that are payable or become a lien
during the calendar year in which the Lease Term is in effect shall be included
in the definition of "Taxes" shared in or payable by Tenant according to the
provisions of this Article even though the payment thereof relates to a fiscal
tax period in whole or in part occurring prior to the commencement of or after
tile end of the Lease Term.

     (B) Tax Rent. As additional Rent for each year of this Lease (herein called
"Tax Rent"), Tenant shall pay to Landlord, in the manner hereinafter described,
tile product obtained by multiplying the aggregate amount of all Taxes payable
by Landlord for the then-current calendar year (or other fiscal or accounting
year selected by Landlord) by a fraction ("Tenant's Fraction"), the numerator of
which is the Floor Area of the Leased Premises, and the denominator of which is
the total square foot ground floor area which is leasable for space (on the
first day of the month in question) inside all the buildings of the Shopping
Center. Notwithstanding the foregoing, at Landlord's option Tenant's Fraction
may be appropriately adjusted with regard to Tax Rent and/or Common Area Rent to
exclude from the denominator thereof any land and/or building(s) in the Shopping
Center leased to or occupied by third parties with separate tax lots or parcels
for which they directly or indirectly pay taxes and/or who are responsible for
maintenance of portions of the Common Areas; provided that in such event the
Taxes or Common Area expenses paid by such third parties shall also be excluded
in the computation of Taxes and/or Yearly Common Area Costs. On the first day of
each month in advance, Tenant shall pay to Landlord one-twelfth (1/12th) of
Tenant's annual share of Tax Rent, based on Landlord's estimates. If after the
end of a calendar year (or other accounting period used by Landlord) the total
of the monthly payment, by Tenant for the year has exceeded or is less than the
annual Tax Rent actually due, then an adjustment shall be made with appropriate
payments to or repayment by Landlord. If the amount of any Taxee payable during
the current year shall not yet have been billed by the taxing authority, the
monthly Tax Rent then payable shall be based on the amount of the corresponding
Taxes for the immediately preceding Tax year, subject to immediate adjustment
(and payment of the adjusted amount by Tenant) when such Taxes are billed or
determined.

     (C) Other Taxes. In addition to Tax Rent, Tenant shall pay in the entirety:
all taxes attributable to its signs, personal property and leasehold interests;
all taxes allocable or attributable to any improvements made by Tenant to the
Leased Premises; all occupancy taxes or other taxes on its right to occupy the
Leased Premises; all taxes on its Rent (including sales taxes on rents If the
Leased Premises is In Florida or In any other Jurisdiction Imposing a tax on
rent.); and other taxes imposed on tenants generally.

     6. Security Deposit. On Tenant's execution of this Lease, Tenant shall pay
the Security Deposit as security for tile payment of Rent and Tenant's
performance and observance of this Lease. If Tenant defaults under this Lease,
or defaults


<PAGE>



under any other lease or agreement between Tenant and Landlord or an affiliate
of Landlord, Landlord may, without prejudice to any other available remedy,
apply the Security Deposit towards curing the default and compensating Landlord
for loss or damage arising from the default. At the expiration of this Lease, if
Tenant is not in default or otherwise liable to Landlord, the unapplied balance
of the Security Deposit shall be returned to Tenant. Tenant expressly agrees
that Tenant shall have no right to apply any portion of tile Security Deposit
against any of Tenant's obligations to pay any Rent hereunder and, if Tenant
shall seek to so apply such Security Deposit, Tenant shall on demand pay
liquidated damages to Landlord in a sum equal to two (2) times the amount of any
such unpaid Rent. If at any time Landlord applies part or all of the Security
Deposit, Tenant shall pay to Landlord the amount so applied, thereby increasing
the amount of the Security Deposit, so Landlord shall have on hand the full
original Security Deposit at all times. If Landlord transfers this Lease and
Security Deposit to a transferee, the transferor shall be released from
liability with respect to the Security Deposit or its return to Tenant; Tenant
shall look only to such transferee with respect thereto. Tenant shall not
mortgage, assign (except in connection with an assignment of this Lease by
Tenant which is otherwise expressly permitted by the terms of this Lease) or
encumber its interest in the Security Deposit, and any attempt to do so shall be
void. On any transfer by Tenant of its interest in this Lease, the Security
Deposit shall be deemed transferred to the assignee. In case of Tenant's
bankruptcy, reorganization or other similar proceeding, the Security Deposit
shall be deemed applied first to payment of unpaid Rent for periods prior to
institution of the proceedings.

           7. Construction; Condition of Premises; Ownership of Installation. If
Tenant enters the Leased Premises before the Lease Commencement Date (but Tenant
shall have no such right except as may be expressly provided herein or with
Landlord's prior written consent), Tenant shall pay for all utilities used by it
and defend, indemnify and hold Landlord harmless from all liability which arises
out of Tenant's possession, use or occupancy during that period, and provide
Landlord with tile insurance referred to in Article 11(B), and the indemnity in
Article 11(A) shall apply and all other provisions of this Lease shall apply
except (unless otherwise stated herein) the obligation to pay Rent. Promptly
following the Lease Commencement Date, Tenant shall (subject to the provisions
of Article 10(E) and all other relevant provisions of this Lease) fixture and do
all other work, including installation of an attractive exterior lighted sign
above its entrance (see Article 10 (D)), in order to prepare the Leased Premises
for business operation, and complete its work, fully staff and stock its store,
and open for business promptly. Prior to operating its business, Tenant shall
obtain a permanent certificate of occupancy (or local equivalent) for the Leased
Premises from the local government agency having jurisdiction, and obtain final
lien waivers for all work performed by or on behalf of Tenant and forward copies
to Landlord. Tenant shall, at its sole expense, in doing any work, making any
installations, or in using, occupying or conducting business at the Leased
Premises, comply with all present and future laws, regulations, building codes
and/or fire codes applicable to the Leased Premises or to Tenant's use or
occupancy or business operations, including those that relate to installation,
maintenance, upgrading, repair or replacement of sprinkler systems, and Tenant
shall defend, indemnify and hold Landlord harmless from all losses, damages,
claims, liabilities, costs and expenses (including legal fees) arising out of
any failure to do so. Tenant acknowledges Landlord has made no representations,
and that Tenant has conducted all inspections it deems necessary (including
environmental), and Tenant accepts the Leased Premises and all the equipment,
apparatus, plumbing, heating, air conditioning, electric, water, waste disposal
and other systems relating thereto and the parking lot and the other Common Area
of the Shopping Center "AS IS". Landlord is not obligated with respect to either
the Leased Premises or the Shopping Center to make any improvements, changes,
installations, do any work, make any alterations, repairs or replacements, clean
out the Leased Premises, obtain any permits, licenses or governmental approvals,
or spend any money either to put Tenant in possession or to permit Tenant to
open for business, unless Landlord has so agreed expressly in this Lease. All
work other than that to be performed by Landlord, if any, shall be accomplished
by Tenant. Unless specifically stated otherwise in this Lease, it is deemed that
Landlord shall have tendered possession of the Leased Premises to Tenant
immediately on the signing of this Lease by both Landlord and Tenant. Except for
signs, merchandise counters or other easily removable similar trade fixtures
installed by Tenant at Tenant's expense, all alterations, decorations, additions
and improvements made by Tenant to the Leased Premises and including all heating
and air--conditioning units, equipment and apparatus at the Leased Premises and
other fixtures such as ceiling tiles and grids, lighting fixtures, electric
panel boxes,


<PAGE>



plumbing, boilers, floor and wall coverings, alarm systems, lights, toilet
fixtures, partitions, doors and utilities shall be deemed attached to the
freehold and be Landlord's property.

     8. Common Area.

     (A) Subject to subparagraph (C) below, Tenant and Its employees, agents,
and customers shall have the non- exclusive right to the use or benefit of the
Common Area to the extent and in the manner reasonably designated by Landlord.
Except as otherwise specified in this Lease, Landlord agrees to make all
necessary repairs and maintenance to the Common Area to keep same in good
condition, including without limitation sweeping and removal of snow, ice and
refuse, and landscaping maintenance.

     (B) "Common Area" is hereby defined as the areas, equipment and facilities
of the Shopping Center or of any other land or property made available by
Landlord for the safety, benefit or convenience of tenants or their employees,
subtenants, customers or invitees, including (as illustrations and not in
limitation): parking areas, driveways, truck serviceways, sidewalks and curbs;
entrances and exits from the adjacent streets; traffic lights, traffic islands,
landscaped areas; meter rooms outside individual stores; fencing; lighting
facilities; sprinkler system serving landscaped areas or buildings; sewage
system outside tenants' stores; roofs, gutters and downspouts and the exterior
of outside walls (excluding storefronts) of buildings (without implying Tenant
may use the roofs or outside walls); directional or safety signs; Landlord's
pylon signs (but not individual tenant panels) and sign panels which identify
the Shopping Center. Tenant acknowledges that the Common Area may also be used
by occupants and/or invitees of properties adjoining the Shopping Center,
whether or not owned, leased or managed by Landlord.

     (C) Landlord reserves the right at any time and from time to time to change
or reduce or add to the Common Area. Common Area shall be under the exclusive
control and management of Landlord (including the hours that parking area lights
are kept on). Tenant and its employees shall park their vehicles only in areas
Landlord designates for employee parking; if after one (1) violation notice is
given to Tenant a violation recurs by Tenant or its employees parking vehicles
in other than the employee parking areas, Landlord shall have the right to tow
such vehicle at Tenant's expense and/or levy an assessment against Tenant of
Forty ($40.00) Dollars per day for each vehicle. Tenant shall not permit trucks
or delivery vehicles used by it to be parked in the Common Area except where
Landlord permits. Landlord may impose parking charges by meter or otherwise, and
may close parts of the Common Area for such time necessary in its opinion to
prevent a dedication or accrual of rights in other persons, or to discourage
non-customer parking. Landlord shall not be obligated (although it may do so at
its option) to keep the Common Area illuminated to any extent after 10:00 P.M.
or on any Sunday or legal holiday.

     (D) Common Area Rent. In the manner hereinafter described, Tenant shall pay
its share of "Yearly Common Area Costs" (hereinafter defined). On the first day
of each month in advance, Tenant shall pay to Landlord, as additional Rent
(herein called "Common Area Rent") one-twelfth (1/12th) of Tenant's annual share
of Landlord's estimated Yearly Common Area Costs, based on Landlord's estimates.
Tenant's annual share shall be determined by multiplying the Yearly Common Area
Costs by Tenant's Fraction (defined in Article 5(B)). For a portion of a
calendar month at the beginning of the Lease Term, Tenant's Common Area Rent
shall be prorated for that month.

     (E) "Yearly Common Area Costs" shall mean and include all costs and
expenses incurred by Landlord during each twelve (12) month period selected by
Landlord for repair, replacement, painting, maintenance, protection and
operation of the Common Area and for insurance carried by Landlord with respect
to the Shopping Center, and insurance-related costs and expenses, including (by
way of examples and not in limitation) costs or expenses relating to: parking
areas, sidewalks and the like; storm water and sewage drainage and sanitary
control; removal of snow, ice and refuse (including use of trash


<PAGE>



compactors); gardening and landscaping; roof repairs; insuring buildings and
improvements and insuring for bodily injury and property damage liability,
including but not limited to insurance premiums, administrative costs, fees,
losses within deductibles and/or self-insured retentions for All-Risk Property
Insurance including Flood and Earthquake, Boiler & Machinery, Loss of Rents,
Crime, General and Umbrella liability, Workers Compensation, Automobile, and
such other coverages and limits as Landlord in its sole discretion deems
reasonable in the circumstances, all at the fair premiums (which may be at the
manual rates applicable to the Shopping Center), as if the Shopping Center was
the only property owned by Landlord (but notwithstanding the foregoing, such
insurance may be obtained through blanket policies as long as Landlord makes a
reasonable allocation of premiums to the Shopping Center, which allocation may
be based, inter alia, upon a uniform per square foot rate for all or
substantially all property owned by Landlord and affiliates); controlling or
eliminating puddling or flooding; lighting (including electric cost and
maintenance, repair or replacement of fixtures, poles and replacement of bulbs);
depreciation of property owned or rental paid for maintenance machinery and
equipment; taxes or fees payable by Landlord for any pylons, equipment or other
facilities; compensation to on-site personnel to implement services, patrol,
direct parking or police the Common Area; plus fifteen (15%) percent of the
Yearly Common Area Costs as a fixed administrative fee for Landlord. Landlord
may cause any services such as sweeping, snow removal, repairs, etc. to be
provided by independent contractors, and the fees paid shall be part of the
Yearly Common Area Costs.

     (F) After the end of each accounting period, Landlord shall furnish a
statement of the actual Yearly Common Area Costs. If the statement shows that
the aggregate of Tenant's monthly estimates paid by Tenant during such year was
less than Tenant's Common Area Rent payable, Tenant shall pay the balance due to
Landlord within ten (10) days after receipt of the statement; and if the
statement shows that the aggregate paid exceeded the Common Area Rent payable,
Landlord shall either refund the excess or credit Tenant's next accruing Common
Area Rent. Tenant's failure to give Landlord written notice of any objection to
the statement within ninety (90) days after tile statement is sent shall
constitute a waiver of any objection or inquiry Tenant may have about the
statement or for any examination of Landlord's records. Tenant acknowledges
Landlord has not made any warranty, agreement or representation of any kind as
to the actual dollar amount of Yearly Common Area Costs or Tenant's dollar share
thereof.

     9. Use of Premises.

     (A) Tenant agrees that the Leased Premises will be used and occupied by
Tenant and/or any assignees, sublessees or other occupants (which reference to
assignees, sublessees and other occupants shall not be deemed to give Tenant any
rights to assign or sublet not specifically set forth in this Lease), or
permitted to be used and occupied by Tenant or any other such parties only for
the Permitted Use, and for no other use or purpose. Without limitation of the
foregoing, no sale or dispensing of lottery tickets, other gaming tickets,
liquor, wine or beer shall be permitted.

     (B) Neither Tenant, nor any stockholder owning more than five (5%) percent
of Tenant if Tenant is a corporation, nor any person, corporation, partnership,
trust, other firm or entity which controls or is controlled by Tenant or is
under common control with Tenant, nor any subsidiary of Tenant, nor any business
organization affiliated with Tenant (including but not limited to any so-called
"parent company" of Tenant), nor any guarantor of this Lease, will, directly or
indirectly, conduct business at, or sell from, any other place situated within a
radius of one (1) miles of the Leased Premises any merchandise or services which
Tenant is permitted to sell or engage in any business which Tenant is permitted
to conduct in the Leased Premises. In addition to, and not in exclusion of, any
remedy available to Landlord for breach of the foregoing covenant, so long as
this covenant is being breached, Tenant's annual Base Rent shall be increased by
twenty-five (25%) percent.

     (C) Tenant's Business Operations. Tenant shall keep the Leased Premises
open and operated continuously for business not less than from 9:00 A.M. to 5:00
P.M. Monday through Friday: 9:00 A.M. to 12:00 P.M. on Saturday and 1:00


<PAGE>



P.M. to 4:00 P.M. on Sunday. Tenant will continuously operate its business
therein with diligence fully staffed with personnel at the Leased Premises.
Tenant agrees for its part: no auction, fire, bankruptcy, going out of business
or similar sale will be conducted or advertised; no merchandise will be kept,
displayed or sold or business solicited in the Shopping Center outside the
Leased Premises; no nuisance will be permitted; nothing shall be done which is
unlawful, offensive or contrary to any law, ordinance, regulation or requirement
of any public authority, or which may be injurious to or adversely affect the
quality of the Leased Premises or the Shopping Center; no part of the Leased
Premises (especially the electric and plumbing systems, the floor and walls)
will be overloaded, damaged or defaced; no holes will be drilled in the stone or
brickwork or in concrete; no emission of any objectionable odors, sounds or
vibrations will be permitted. Tenant shall procure all licenses and permits
required for the use or occupancy of the Leased Premises and the business being
conducted herein; the storefront, show windows and signs will be repaired, kept
clean, in good condition and lighted; all merchandise and other property will be
delivered to or removed from the Leased Premises only by the rear entrance; all
garbage, waste and refuse will be kept stored temporarily inside the Leased
Premises and then regularly removed at Tenant's expense and, if Landlord opts,
only by a contractor designated by Landlord, provided its price is competitive.
Tenant will comply with the requirements of law and any requests of governmental
agencies or Landlord in its recycling program, if any. Tenant will cooperate
with Landlord and other tenants of the Shopping Center in promotions and
advertising, and will become a dues-paying member of any merchants' association
(or similar organization) of which fifty (50%) percent or more of the tenants
are members; or alternatively will become a participant of and shall pay its
prorata share (based on Tenant's relative store size) of any expenses incurred
by a marketing or promotion fund program now or hereafter established by
Landlord, if any. Tenant shall comply with all environmental statutes,
regulations or ordinances now or hereinafter enacted by government authorities.
Tenant shall not permit the release, emission, disposal, dumping or storage of
hazardous wastes (as defined in any such laws) into the septic tanks, sewers, or
other waste disposal facilities of the Shopping Center or anywhere in the
Shopping Center, or permit same to be brought into tile Leased Premises at any
time, and the provisions of this sentence shall survive the expiration of the
Lease Term. Tenant shall keep the Leased Premises free of rodents, vermin,
insects and other pests, and provide regular exterminator services at its own
expense, and, if Landlord opts, only by an exterminator designated by Landlord
provided its price is competitive. Tenant agrees that nothing will be done or
omitted which may either prevent the obtaining by Landlord or other tenants of
insurance on any part of the Shopping Center or on any personal property
thereon, or which may make void or voidable any such insurance, or which may
create any extra premiums for any insurance carried by Landlord or other
tenants. Tenant will comply with all requirements and recommendations of
Landlord's and Tenant's insurance companies and any rating bureau or similar
organization, including maintaining and servicing fire extinguishers.

     (D) Tenant agrees to: not sell goods, solicit business or distribute
advertising matter in the Common Areas; not permit preparation of food or any
cooking, baking or frying in the Leased Premises. Tenant shall keep the
sidewalks, curbs and ramps (if any) adjacent to the Leased Premises (and also
all delivery areas, ramps, loading areas and docks used exclusively by Tenant)
in good and safe condition and free from snow, ice, and rubbish. Tenant will not
make or suffer any waste of the Leased Premises. Landlord shall not be liable
for the act of any other tenant or person who may cause damage to or who may
interfere with Tenant's use or occupancy of the Leased Premises or Tenant's
business.

     10. (A) Utilities. Tenant shall provide and pay for its own heat, air
conditioning, water, gas, electricity, sewer, sprinklers and other utilities,
including application deposits and installation charges for meters and for
consumption or use of utilities. Tenant shall pay its share of sewer charges, if
any, reasonably determined by Landlord. Tenant shall keep sufficient heat to
prevent the pipes from freezing. If Tenant receives utilities through a meter
which supplies utilities to other tenants, Tenant will pay to Landlord Tenant's
proportionate share (based on relative square feet size of premises) of the
total meter charges. If Tenant receives water from Landlord's well or other
sources made available by Landlord (instead of from an independent water
company), Tenant shall pay for the water, and all costs and expenses for the
maintenance, repair, replacement


<PAGE>


and installation of tanks, electric costs, machinery, apparatus and facilities
shall be included in Yearly Common Area Costs. See Article 32 re Utility
Deregulation.

     (B) Landlord's Repairs. Weather permitting and subject to Article 25,
Landlord shall, within thirty (30) days after receiving written notice from
Tenant, commence to make repairs, if necessary, to the foundation, the roof, the
exterior of the perimeter demising walls, and the load-bearing structural
columns and beams in the Leased Premises, except that if those repairs or
replacements arise from (i) repairs, installations, alterations, or improvements
by or for Tenant or anyone claiming under Tenant, or (ii) the fault or misuse of
Tenant or anyone claiming under Tenant, or (iii) default under the Lease by
Tenant, then Tenant shall make such repairs or replacements or, if Landlord
elects, Landlord may perform the work for Tenant's account and Tenant shall
reimburse Landlord for expenses incurred. In determining Landlord's repair
obligations, the expression "roof" does not include rooftop heating or air
conditioning units or other structures or apparatus on the roof serving the
Leased Premises, and "exterior of walls" does not include tile storefront, any
glass, windows, window sashes or frames, doors, door frames or hardware, trim or
closure devices, or any part of tile interior side of perimeter walls, all of
which shall be Tenant's duty to repair, maintain, and replace. In any event,
Landlord's obligation shall be only to make the repairs for which it is hereby
obligated, and Landlord shall not be liable for loss of business, loss of sales,
loss of profits or for any consequential damages or for damage to or loss of
personal property, fixtures or any interior elements of the Leased Premises
which are Tenant's responsibility to maintain or repair.

     (C) Tenant's Repairs. Subject to Article 10(B), Tenant shall maintain and
make all repairs and alterations of every kind with respect to the Leased
Premises (including necessary replacements) to keep it in good condition
(including the storefront, glass, signs, ceilings, interior walls, interior side
of perimeter walls, floor, floor coverings, plumbing, electric, heating and air
conditioning, sprinklers and lighting fixtures), and do all required by any
laws, ordinances or requirements of public authorities. From the point they
serve the Leased Premises exclusively, whether located inside or outside, Tenant
shall make all repairs, replacements and alterations necessary to maintain in
good condition all lines, apparatus, and equipment relating to utilities
(including heating, air conditioning, water, gas, electricity and sewerage).
Tenant shall maintain a service contract for the regular seasonal maintenance of
the heating, ventilating and air conditioning ("HVAC") system servicing the
Leased Premises with a reputable HVAC contractor at all times during the Lease.
Additionally, if any air conditioning or heating equipment (or other utility
equipment) is damaged by vandalism, fire, lightning or other casualty, Tenant
shall repair (and, if necessary, replace) the equipment, notwithstanding Article
13. Tenant's sole right of recovery shall be against Tenant's insurers for loss
or damage to stock, furniture and fixtures, equipment, improvements and
betterments.

     (D) Signs; Painting; Displays. No sign, other advertising or any other
thing may be placed by Tenant or anyone claiming under Tenant on the exterior of
the Leased Premises or on the interior part of either windows or doors without
Landlord's prior written approval, which shall not be unreasonably withheld.
Tenant shall not utilize flashing, painted, neon or moving signs or lights.
Tenant shall not paint, decorate or mark any part of the exterior. Tenant shall
install an exterior lighted sign or signs in compliance with Landlord's
specifications and keep the sign(s) (which must first be approved by Landlord in
writing) lit to at least 10:00 P.M. or to such later hour as requested by Land
lord, on all days of the year.

     (E) Alterations. No alterations, installations, additions or improvements
will be made to the Leased Premises by Tenant without Landlord's prior written
approval. All installations, alterations, additions and improvements, whether by
Landlord, Tenant or any other person (except only sign panels and movable trade
fixtures installed at Tenant's cost) shall become, when made, a part of
Landlord's real estate, and on termination of the Lease Term shall be
surrendered with the Leased Premises in good condition. Tenant shall not have
the right to remove sign boxes. Tenant shall defend, indemnify and save Landlord
harmless from and against all claims for injury, loss or damage to person or
property caused by or resulting from doing any work. For any work that involves
penetration of the roof surface or alterations to the sprinkler system, Tenant
shall


<PAGE>

employ Landlord's contractor. The maintenance of any portion of the roof
affected by Tenant's work will be Tenant's responsibility, including repair of
areas of the Shopping Center that might be affected due to water penetration
through Tenant's roof work.

     (F) Permits; Liens. All repairs, installations, alterations, improvements
and removals by Tenant will be done in a good and workmanlike manner, only after
Tenant has procured all permits. Tenant shall comply with all laws, ordinances
and regulations of public authorities and with all Landlord's and Tenant's
insurance requirements and with insurance inspection or rating bureaus; and the
work shall not adversely affect the structure of the building. Tenant shall pay
promptly when due all charges for labor and materials in connection with any
work done by or for Tenant or anyone claiming under Tenant. Tenant shall remove,
by payment, bonding or otherwise, within ten (10) days after notice, all liens
placed on the public record or in any way against Landlord's interest or the
Shopping Center resulting from any act of Tenant or from labor or materials
being alleged to have been supplied at the request of Tenant or anyone claiming
under Tenant, failing which Landlord may remove such lien and collect all
expenses incurred from Tenant as additional Rent. Tenant shall protect, defend,
save harmless and indemnify Landlord and any fee owner of the Shopping Center
from and against all losses, claims, liabilities, injuries, expenses (including
legal fees), lawsuits and damages arising out of any lien described above.

     11. Indemnity; Insurance.

     (A) Tenant shall protect, defend, save harmless and indemnify Landlord and
any fee owner of the Shopping Center from and against all losses, claims,
liabilities, injuries, expenses (including legal fees), lawsuits and damages of
whatever nature either (i) claimed to have been caused by or resulted from any
act, omission or negligence of Tenant or its subtenants, concessionaires,
employees, contractors and invitees no matter where occurring, or (ii) occurring
in the Leased Premises except if caused by Landlord's negligence. Landlord shall
not be liable under any circumstances for any injury or any loss or damage to or
interference with any merchandise, equipment, fixtures, furniture, furnishings
or other personal property or the business operations of Tenant or anyone in the
Leased Premises occasioned by (i) the act or omission of persons occupying other
premises, or (ii) any defect, latent or otherwise, in any building or the
equipment, machinery, utilities, or apparatus, or (iii) any breakage or leakage
of the roof, walls, floor, pipes or equipment, or (iv) any backing up, seepage
or overflow of water or sewerage, or (v) flood, rain, snowfall or other elements
or Acts of God. If Tenant makes shopping carts available, the foregoing
indemnity provisions shall apply to claims relating to the shopping carts; and
Tenant shall remove all shopping carts from the Common Area, as often as
necessary, so that the Common Area shall remain reasonably free of carts. All
shopping carts shall be stored inside the Leased Premises.

     (B) Tenant's Insurance. Tenant shall maintain with financially responsible
insurance companies with a Best Rating of not less than A-VIII licensed to do
business in the state where the Leased Premises is located: (i) a commercial
general liability insurance policy with respect to the Leased Premises and its
appurtenances (including signs) naming Landlord as an additional insured with a
limit of not less than One Million ($1,000,000) Dollars; (ii) an umbrella
liability insurance policy with a limit of not less than Five Million
($5,000,000) Dollars, naming Landlord as an additional insured; (iii) an
insurance policy to cover heating and air-conditioning units against damage for
one hundred (100%) percent replacement cost; (iv) an all-risk property insurance
policy insuring all merchandise, leasehold improvements, furniture, fixtures and
other personal property, all at their replacement cost; and (v) business
interruption insurance. Tenant shall deliver these insurance policies or
certificates thereof, satisfactory to Landlord, issued by the insurance company
to Landlord with premiums prepaid on the signing of this Lease and thereafter at
least thirty (30) days prior to each expiring policy. Tenant's failure to
deliver the policies or certificates shall constitute a default. All policies of
insurance required of Tenant shall have terms of not less than one (1) year.



<PAGE>



     12. Access to Premises. Landlord shall have the right (but shall not be
obligated) to enter the Leased Premises upon reasonable notice (and in case of
emergency without notice) to inspect or to show the Leased Premises to
prospective purchasers, mortgagees or tenants, or to make any repairs,
alterations, or improvements, including the installation or removal of pipes,
wires and other conduits serving other parts of the Shopping Center. Commencing
six (6) months prior to expiration of the Lease Term, Landlord may maintain "For
Rent" signs on the front or any other part of the exterior of the Leased
Premises. Landlord further reserves to itself the exclusive right at any time to
use the roof, foundation or exterior walls (other than Tenant's storefront) for
placing of signs or equipment or for purpose of additional construction.

     13. Fire or Other Casualty.

     (A) Tenant shall give prompt notice to Landlord in case of fire or other
damage to the Leased Premises.

     (B) If (i) the Shopping Center buildings are damaged to the extent of more
than twenty-five (25%) percent of the replacement cost, or (ii) the Leased
Premises are damaged to the extent of more than fifty (50%) percent of the
replacement cost, or (iii) the Leased Premises are damaged and Tenant is not
operating for business as required by Article 9(C) at the time the damage
occurs, or (iv) the Leased Premises are damaged and less than one (1) year of
the Lease Term remains unexpired at the time of the fire or other casualty; then
in any of such events, Landlord may terminate this Lease by notice to Tenant
within ninety (90) days after such event, and on the date specified in the
notice this Lease shall terminate. If the damage renders the Leased Premises
wholly or partially untenantable, there shall be a fair and equitable
proportionate abatement of all Rent during that period. Unless this Lease is
terminated as aforesaid, this Lease shall remain in effect.

     (C) If this Lease is not terminated by Landlord, this Lease shall continue
in full force and effect (Tenant waives any right conferred by any applicable
law to terminate this Lease based on the damage), and Tenant shall, immediately
on notice from Landlord, remove its fixtures, other property and debris as
required by Landlord, and then Landlord shall rebuild the Leased Premises to the
condition existing when the Leased Premises was originally delivered to Tenant;
and on completion thereof Tenant shall restore Tenant's property and promptly
reopen for business. Tenant shall use the proceeds of any recovery on Tenant's
insurance policies for restoration of improvements made by Tenant to the Leased
Premises, and for restoration and/or replacement of Tenant's equipment, trade
fixtures and inventory, and to cover any business interruption loss.

     (D) The "replacement cost" as used in (B) above shall be determined by a
reputable contractor selected by Landlord.

     14. Eminent Domain.

     (A) If the whole of the Leased Premises are taken in connection with
eminent domain, the Lease Term shall expire when Landlord shall be divested of
its title, and Rent shall be apportioned as of that date.

     (B) If only part of the Leased Premises is taken in connection with eminent
domain, and the ground floor area of the Leased Premises is reduced by more than
twenty (20%) percent and the part remaining shall not be reasonably adequate for
the operation of Tenant's business, Landlord or Tenant may terminate this Lease
by giving the other notice within thirty (30) days after such taking, effective
as of the date possession of the taken part shall be required for public use;
and Rent shall be apportioned as of that date.

     (C) Tenant shall not have any claim for an award based on the loss of its
leasehold estate. Landlord shall be entitled to all damages in connection with
eminent domain. Tenant shall execute any instrument required by Landlord for


<PAGE>

the recovery of damages and to remit to Landlord any damage proceeds recovered,
except, however, Tenant may recover for itself damages for movable trade
fixtures which were installed by Tenant, provided Landlord's award is not
reduced thereby.

     15. Defaults and Remedies.

     (A) Any one of the following shall be a default by Tenant: (1) if Tenant
fails to pay Rent, Security Deposit or other money, or to provide a certificate
of insurance or to provide an estoppel certificate as required by Article 27
when due, or (2) if Tenant fails to perform or observe any agreement or
condition on its part to be performed or observed, other than the defaults
mentioned in the preceding clause (1) or in clauses (3) through (8) below, or if
Tenant defaults under any other lease or agreement between Tenant and Landlord
or an affiliate of Landlord, or (3) if Tenant's leasehold interest is levied on,
attached or taken by any process of law, or (4) if Tenant makes an assignment of
its property for the benefit of creditors, or (5) if any bankruptcy, insolvency
or reorganization proceeding or arrangement with creditors (whether through
court or by proposed composition with creditors) is commenced by or against
Tenant, or (6) if a receiver or trustee is appointed for any of Tenant's
property, or (7) if this Lease is transferred to or devolves on, or the Leased
Premises is occupied by, anyone other than Tenant except if specifically
permitted by this Lease, or (8) if Tenant closes the Leased Premises or ceases
doing business at the Leased Premises.

     (B) If (i) a default described in subsection 15(A)(l) or in subsections
15(A)(3) through (7) inclusive occurs, or (ii) a default described in
subsections 15(A)(2) or 15(A)(8) occurs and continues for more than fifteen (15)
days after written notice from Landlord, then in any of such cases Landlord or
its agent shall have the right to enter the Leased Premises and dispossess
Tenant and all other occupants and their property by legal proceedings. Tenant
hereby waives any claim it might have for trespass or conversion or other
damages if Landlord exercises such remedies. Landlord may exercise the remedies
just mentioned without terminating this Lease. As an independent cumulative
right to obtaining possession without terminating this Lease, Landlord shall
have the right to terminate this Lease by giving Tenant written notice
specifying the day of termination (which shall be not less than five (5) days
from the date of the notice), on which date this Lease and all of Tenant's
rights will cease as a conditional limitation, as if that date specified in
Landlord's notices was the original date for expiration of this Lease; but in
all cases Tenant shall remain liable as hereinafter provided.

     (C) Notwithstanding any re-entry, dispossession or termination of the Lease
by Landlord, Tenant will remain liable for damages to Landlord in an amount
equal to the aggregate of all Rents and other charges required to be paid up to
the time of such re-entry, dispossession or termination, and for Landlord's
damages arising out of the failure of Tenant to observe and perform Tenant's
covenants and, in addition, for each month of the period which would otherwise
have constituted the balance of the Lease Term, Tenant shall pay any deficiency
between the monthly installment of Base Rent plus the Tax Rent, Common Area Rent
and all other Rent that would have been payable, less the net amount of the
rents actually collected by Landlord from a new tenant, if any. Tenant will not
be entitled to any surplus. Furthermore, Tenant will be liable to Landlord for
all the expenses Landlord incurs for: legal fees related to obtaining possession
and making a new lease with another tenant; brokerage commissions in obtaining
another tenant; and expenses incurred in putting the Leased Premises in good
order and preparing for re-rental (together herein referred to as "Reletting
Costs"). In addition, Landlord may relet the Leased Premises, or any part
thereof, for a term which may be less or more than the period which would have
constituted the balance of the Lease Term and may grant reasonable concessions
or free rent to a new tenant. Landlord's refusal or failure to relet the Leased
Premises to a new tenant shall not release or affect Tenant's liability; and
Landlord shall not be liable for failure or refusal to relet, or for failure to
collect rent under such reletting.



<PAGE>



     (D) In any case where Landlord shall have the right to hold Tenant liable
monthly, Landlord may elect to declare all the aggregate Rent for the remaining
balance of the Lease Term, as well as all accrued Rent, to be immediately due
and payable, and to recover immediately against Tenant all such Rent (for loss
of a bargain and not as a penalty).

     (E) In the event of a breach or threatened breach of the Lease by Tenant,
Landlord shall have the right of injunction and the right to invoke any remedy
allowed at law or in equity. Mention of any particular remedy shall not preclude
Landlord from any other remedy in law or in equity.

     (F) Tenant waives service of notice of intention to re-enter or institute
legal proceedings to that end. Tenant waives any rights of redemption as to the
Leased Premises granted by any present or future laws. The words "re-enter" and
"re-entry" are not restricted to their technical legal meaning.

     (G) Landlord and Tenant mutually agree that they hereby waive trial by jury
in any action, proceeding or counterclaim brought by either against the other as
to any matters arising out of or in any way connected with this Lease, or their
relationship as Landlord and Tenant, or Tenant's use or occupancy. Tenant agrees
that no counterclaim or setoff will be interposed in any action by Landlord
based on non-payment of Rent, even if such counterclaim or setoff is based on
Landlord's alleged breach of a duty to repair or alleged breach of quiet
enjoyment, or any other allegation.

     16. Subordination.

     (A) This Lease is and shall be subject and subordinate to (i) all ground or
underlying leases and all mortgages or other security instruments now or
hereafter affecting such leases, and (ii) all mortgages or other security
instruments now or hereafter affecting the fee title of the Shopping Center, and
(iii) all renewals, modifications, consolidations, replacements and extensions
of any such ground or underlying leases and mortgages. This clause shall be
self-operative and no further instrument of subordination shall be required by
any ground or underlying lessee or by any mortgagee. In confirmation of such
subordination, Tenant agrees to execute promptly any instrument hat Landlord may
request. However, at the option of Landlord or such mortgagee or ground lessor
or secured party, this Lease shall be paramount to such mortgage or ground or
underlying lease or other security instrument.

     (B) If Landlord transfers its interest in the Leased Premises, or
proceedings arc brought for foreclosure of any such mortgage or in ease of sale
in lieu thereof, or termination of any such ground or underlying lease, Tenant
shall, if requested, attorn to the transferee, mortgagee, ground or underlying
lessor and deliver, without charge, instruments acknowledging the attornment.

     (C) Provided Tenant was given notice ill writing of the names and addresses
to which the notices should be sent, Tenant shall give prompt written notice of
any default by Landlord to the holder of all mortgages, ground or underlying
leases and security holders if the default is such as to give Tenant a right to
(i) terminate this Lease, or (ii) reduce the Rents or any other sums reserved,
or (iii) credit or offset any amounts against Rents. Any mortgagee, ground
lessor or security holder shall have the right to cure Landlord's default within
sixty (60) days after receipt of Tenant's notice; and no such rights or remedies
shall be exercised by Tenant until the expiration of said sixty (60) days (or
such additional time reasonably required to cure such default).

     17. Waiver of Subrogation. Landlord and Tenant hereby release the other and
all other persons claiming under it from any and all liability for loss or
damage caused by any casualty, even if the casualty is brought about by the
fault or


<PAGE>


negligence of the other or of any persons claiming tinder the other. Tenant and
Landlord will cause their respective insurance companies to endorse their
respective insurance policies to permit a waiver of subrogation.

     18. ASSIGNMENT OR SUBLETTING. Tenant shall not assign, mortgage, pledge, or
otherwise transfer or encumber this Lease or any interest therein, either
voluntarily or by operation of law or otherwise, or sublet the whole or any part
of the Leased Premises, or permit occupancy by anyone else, without obtaining on
each occasion Landlord's prior written consent, which consent Landlord may deny,
regardless of commercial reasonableness.

Notwithstanding the foregoing, if Tenant requests Landlord's consent to an
assignment and Tenant has not been in monetary or other material default under
the Lease at any time, Landlord shall not unreasonably withhold its consent to
an assignment of the Lease or a new occupant of the Leased Premises who would
use the Leased Premises for the purpose described in Article 1(M).

In any assignment the assignee must assume this Lease in writing on Landlord's
form. Any request for Landlord's consent to assignment or subletting shall be
accompanied by payment of Landlord's reasonable administrative and attorneys'
fees relating thereto. Notwithstanding an assignment or subletting or occupancy
of the Leased Premises by anyone other than Tenant, Tenant shall not be released
(nor shall any of Tenant's constituents, partners, or members be released) from
any obligations, liabilities or covenants under this Lease and shall continue to
remain responsible. Landlord shall have the right to collect Rent from any
assignee, subtenant or other Occupant without releasing Tenant or waiving any
right against Tenant for its default under this Article and without accepting
the payor as a permitted tenant. Any transfer of the controlling interest of (i)
any corporate stock of the controlling interest of; (ii) any partnership
interest in; or (iii) any membership interest in Tenant, or a merger,
consolidation or liquidation of or by Tenant, either voluntarily or by operation
of law, shall be deemed an assignment and require Landlord's consent as stated
above. Under any circumstances, Landlord shall not be liable for any money
damages to Tenant or Tenant's proposed assignee, transferee or subtenant for
refusal to consent to any assignment or transfer of this Lease or transfer of
Tenant's corporate stock or sale of Tenant's business or for refusal to consent
to any subletting; Tenant's sole remedy shall be specific performance.

     19. Surrender and Holding Over.

     (A) At the expiration or sooner termination of the tenancy hereby created,
Tenant shall surrender the Leased Premises in the same condition as the Leased
Premises were in upon delivery of possession thereof to Tenant, reasonable wear
and tear excepted, and damage by unavoidable casualty excepted to the extent
that the same is covered by Landlord's Property insurance policy, and Tenant
shall surrender all keys for the Leased Premises to Landlord and shall inform
Landlord of all combinations on locks, safes and vaults, if any, in the Leased
Premises. Prior to the expiration or sooner termination of this Lease, Tenant
shall remove any and all trade fixtures, equipment and other unattached items
which Tenant may have installed, stored or left in the Leased Premises or
elsewhere in the Shopping Center, and Tenant shall not remove any plumbing or
electrical fixtures or equipment, heating or air conditioning equipment, floor
coverings (including but not limited to wall-to-wall carpeting), walls or
ceilings, all of which shall be deemed to constitute a part of the freehold
and/or leasehold interest of Landlord, nor shall Tenant remove any fixtures or
machinery that were furnished or paid for by Landlord (whether initially
installed or replaced). The Leased Premises shall be left in a broom-clean
condition. If Tenant shall fail to remove its trade fixtures or other property
as provided in this Article 19, such fixtures and other property not removed by
Tenant shall be deemed abandoned by Tenant and at the option of Landlord shall
become the property of Landlord, or at Landlord's option may be removed by
Landlord at Tenant's expense, or placed in storage at Tenant's expense, or sold
or otherwise disposed of, in which event the proceeds of such sale or other
disposition shall belong to Landlord. In the event Tenant does not make any
repairs as


<PAGE>



required by this Article 19(A), Tenant shall be liable for and agrees to pay
Landlord's costs and expenses in making such repairs. Tenant's obligations and
covenants under this Article 19(A) shall survive the expiration or termination
of this Lease.

     (B) If Tenant or anyone claiming under Tenant remains in possession of the
Leased Premises after the expiration of the Lease Term, that person shall be a
tenant at sufferance; and during such holding over, Base Rent shall be twice the
rate which was in effect immediately prior to the Lease Term expiration, which
Landlord may collect without admission that Tenant's estate is more than a
tenancy at sufferance, and all the other provisions of this Lease shall apply
insofar as the same are applicable to a tenancy at sufferance.

     20. No Waivers by Landlord. No waiver by Landlord of any breach by Tenant
or requirement of obtaining Landlord's consent shall be deemed a waiver of any
other provision of this Lease or any subsequent breach of the same provision or
a waiver of any necessity for further consent. No payment by Tenant or
acceptance by Landlord of a lesser amount than due from Tenant shall be deemed
to be anything but payment on account, and Tenant's payment of a lesser amount
with a statement that the lesser amount is payment in full shall not be deemed
an accord and satisfaction. Landlord may accept the payment without prejudice to
recover the balance due or pursue any other remedy. Landlord may accept payments
even after default by Tenant without prejudice to subsequent or concurrent
rights or remedies available to Landlord under this Lease, at law or in equity.
Any acceptance by Landlord of any payment by Tenant after termination or
expiration of the Lease Term shall not constitute an acceptance of Rent l)ut
rather a payment to Landlord on account of Tenant's use and occupancy of the
Leased Premises. All rights and remedies which Landlord may have under this
Lease, at law or in equity shall be distinct, separate and cumulative and shall
not be deemed inconsistent with each other, and any or all of such rights and
remedies may be exercised at the same time.

     21. Rules and Regulations. Tenant shall observe and comply with, and cause
its employees, agents, subtenants and concessionaires, and their employees and
agents, to observe and comply with all reasonable rules and regulations
promulgated by Landlord by notice to Tenant; and such rules and regulations
shall have the same force and effect as if originally contained in this Lease.

     22. Failure of Performance by Tenant. If Tenant shall default under this
Lease, Landlord may, at its election, immediately or at any time thereafter,
without waiving any claim for breach of agreement, and without notice to Tenant,
cure such default or defaults for the account of Tenant, and the cost to
Landlord thereof plus interest at the Default Interest Rate shall be deemed to
be additional Rent and payable on demand. Tenant shall pay all reasonable
attorneys' fees, costs and expenses incurred by Landlord in enforcing the
provisions of this Lease, suing to collect Rent or to recover possession of the
Leased Premises, whether the lawsuit or other action was commenced by Landlord
or by Tenant.

     23. Limitations on Landlord's Liability.

     (A) "Tenant" includes the persons named expressly as Tenant and its
transferees, successors and assigns. Except as otherwise provided in the next
sentence, the agreements and conditions contained in this Lease shall be binding
on and inure to the benefit of the parties hereto and their transferees, legal
representatives, successors and assigns. "Landlord" means only the then-owner of
the lessor's interest in this Lease, and in the event of a transfer by Landlord
of its interest in this Lease, the transferor shall be automatically released
from all liability and obligations as Landlord subsequent to the transfer.

     (B) Notwithstanding anything to the contrary, Tenant agrees it will look
solely to Landlord's estate in the Shopping Center as the sole asset for
collection of any claim, judgment or damages or enforcement of any other
judicial process


<PAGE>



requiring payment of money. Tenant agrees that no other assets of Landlord shall
be subject to levy, execution or other procedures to satisfy Tenant's rights or
remedies.

     24. Miscellaneous Provisions.

     (A) This Lease contains the entire agreement between the parties. No oral
statements or representations or written matter not contained in this Lease
shall have any force or effect. This Lease cannot be modified or terminated
orally, but only by a writing signed by Landlord and Tenant, except for a
termination expressly permitted by this Lease. If more titan one party executes
this Lease as "Tenant", the liability of all such signatories shall be joint and
several. Neither this Lease nor any memorandum, assignment or memorandum of
assignment thereof shall be recorded in any public records without Landlord's
prior written consent. Any obligation of any person shall be performed at its
sole cost and expense unless a contrary intent is expressly stated herein. Each
provision of this Lease shall be valid and enforced to the fullest extent
permitted by law. However, if any provision or the application thereof to any
person or circumstance shall to any extent be declared by a court to be invalid,
the remainder of this Lease shall not be affected. If Tenant is not an
individual, the person signing this document on behalf of Tenant represents (by
such signature) that he or she has been duly authorized by Tenant to execute
this document and that such signature creates a binding obligation of Tenant.

     (B) The term "Default Interest Rate" as used in this Lease shall mean
Fifteen (15%) Percent per annum or the maximum interest rate permitted by law,
whichever is lower.

     (C) Notwithstanding any other provision in this Lease, Landlord in its
absolute discretion shall have the option at any time to relocate Tenant from
the Leased Premises (the "Present Premises") into other premises in the Shopping
Center (the "New Premises"). Landlord shall give Tenant at least forty-five (45)
days notice of the approximate date Tenant is to move to the New Premises.
Landlord shall prepare the New Premises to the same extent that Landlord
prepared the Present Premises. The New Premises will have at least the same
amount of square foot area as the Present Premises. Landlord shall pay for
moving Tenant's inventory, fixtures, equipment and storefront sign to the New
Premises. Tenant shall cooperate with Landlord. Tenant will move its business
operations to the New Premises within forty-eight (48) hours after Landlord
notifies Tenant that it l~as substantially completed its preparation of the New
Premises. Tile New Premises will become the Leased Premises (instead of the
Present Premises) and the Rent (including all of Tenant's other monetary
obligations to Landlord under the Lease) and all the other terms and provisions
of this Lease shall be transferred to and continue to apply. without
interruption, to the New Premises from and after the date Tenant is required to
move pursuant to this Article.

     (D) The submission of this Lease to Tenant for review or Tenant's signature
does not constitute a reservation of, or option for, the Leased Premises or a
representation that the business terms have been approved by executive officers
of Landlord or Landlord's Board of Directors. This Lease shall become effective
as a lease or agreement only upon mutual execution and delivery. A lease which
is not fully executed and delivered cannot be enforced in any manner and cannot
give rise to any rights or remedies.

     (E) The provisions of this Lease shall be construed, in all respects,
without reference to any rule or canon requiring or permitting the construction
of provisions of documents against the interest of the party responsible for the
drafting of the same, it being the intention and agreement of the parties that
this Lease be conclusively deemed to be the joint product of both parties and
their counsel. Furthermore, the parties agree that this Lease may be executed
with revision markings (so-called "blacklining") appearing in the execution copy
(i.e., deleted text is overstricken and newly-inserted text is underscored or in
boldface); such "blacklining" shall not be accorded any significance or taken
into account in any way; this Lease shall be


<PAGE>



construed for all purposes as if all overstricken text were deleted and never
included in this Lease and all bold or underscored text were not bold or
underscored.

           25. Unavoidable Delays. Where either party hereto is required to do
any act but is untimely in completing the act, the time attributable directly to
delays caused by an Act of God, hurricane, tornado, rain, snow, cold or other
weather, war, civil commotion, fire, or other casualty, labor difficulties, or
shortages of labor, materials or equipment, government regulation, or other
causes beyond such party's reasonable control shall not be counted in
determining the time during which such act is to be completed. In any case where
work is to be paid for out of insurance proceeds or condemnation awards, due
allowance shall be made for delays in the collection of such proceeds and
awards. The provisions of this Article shall not be applicable at all to excuse
or permit delay of the time for Tenant to pay Rent or other money or to obtain
and maintain insurance policies. If Landlord is unable to deliver the Leased
Premises by the end of one (1) year after Landlord's execution of this Lease,
then either party may terminate this Lease by giving thirty (30) days written
notice to the other at any time prior to tender.

           26. Sole Broker. Tenant represents that no broker, finder, or other
person entitled to compensation (other than the Broker identified in Article 1)
was involved in this Lease, and that no conversations or prior negotiations were
had with any broker, finder or other possible claimant other than the Broker
concerning the renting of the Leased Premises. Tenant shall defend, indemnify
and hold Landlord harmless against any claims for compensation (including legal
fees incurred by Landlord) arising out of any conversations or negotiations had
by Tenant with anyone other than the Broker.

           27. Estoppel Certificates. From time to time, within ten (10) days
following written notice, Tenant shall deliver to Landlord a signed and
acknowledged written statement certifying: the date of this Lease and that this
Lease is in full force and effect and unmodified except as stated; the monthly
Base Rent payable during the Lease Term; the date to which the Rent and other
payments have been paid; whether Landlord is in default, or if there are any
offsets, defenses, or counterclaims claimed by Tenant, and if a default, offset,
defense, or counterclaim is claimed, specifying the specific nature and default;
and stating any additional matters requested by Landlord or a mortgagee.

           28. Shopping Center Changes. Neither Exhibit A nor this Lease is a
warranty by Landlord that the Shopping Center will remain as shown. Landlord may
relocate, increase, reduce or otherwise change the number, dimensions, or
locations of the parking areas, drives, exits, entrances, walks and other Common
Areas or buildings. If Landlord desires to modernize the facade of the Shopping
Center, Tenant shall, upon request of Landlord, install a new exterior sign and
improve its storefront, following the design of Landlord's architect. Landlord
reserves the right to use portions of the Common Area for construction-related
activities and to erect temporary scaffolding in front of the Leased Premises.
Tenant waives any claim for rent abatement, loss of business or damages arising
out of any reasonable and temporary inconvenience allegedly experienced by
Tenant during the course of any alteration, improvement or modernization, or
during any repair activities in which Land loud is engaged.

           29. Notices. All notices intended to impose liability on the other
party or exercise a right ("Notice") shall be in writing and sent by certified
or registered mail, return receipt requested, or delivered by a nationally
recognized overnight courier (such as Federal Express or UPS) and in order to be
effective a copy of any notice of Landlord's default must be sent by Tenant to
the holders of any mortgages, ground leases or security interests as per Article
16(C). Notices shall be sent to the address set forth in Article 1 or to such
other address as may be designated by notice. Notices shall be effective the day
after the notice was sent, or if by courier delivery, the day delivered. The
purported giving of notice or exercise by Tenant of any right, option or
privilege by any means other than written notice given in strict compliance with
this Article shall be null, void and of no force or effect, even if any such
other means of communication succeeds in conveying actual notice. If courier
delivery is refused or not able to be made, the day delivery was first attempted
shall be deemed the delivery date. If Tenant defaults under the Lease then.
either concurrently with its notice to Tenant or at some time prior to the date
Tenant's rights under the Lease are


<PAGE>



extinguished because of the default(s). Landlord shall send a copy of the
default notice to David R. Zimmerman and Linda S. Zimmerman at 3728 E. 200 N.,
Lafayette, IN 47905 and Edward Chosnek at 5612 Prophets Rock Road, West
Lafayette, IN 47906 (the "Concerned Party"). Landlord will allow the Concerned
Party a fifteen day period (commencing not sooner than the expiration of
Tenant's cure period) in which to cure the default(s) on behalf of Tenant.



                                (END OF RIDER A)

        SEE RIDER B ATTACHED HERETO AND HEREBY MADE A PART OF THIS LEASE.


<PAGE>



                                     RIDER B

30. Notwithstanding anything provided herein, if there is any discrepancy
between Rider "A" and Rider "B", Rider "B" shall prevail.

31. Sign Criteria - Reference to Article 10(D). (A) Tenant must obtain
Landlord's written approval of its sign design drawings prior to the fabrication
and installation of Tenant's sign. Flashing, neon or moving lights on signs are
prohibited and the sign shall be placed in the designated area in such a manner
that it does not extend above the parapet of facade. In the event Landlord
revises the Shopping Center's signage criteria, or if Tenant desires to
materially alter his existing signage, Tenant shall then be required to submit
drawings and specifications of said signage prior to erection and fabrication
for Landlord's written approval, demonstrating compliance with any new criteria
Landlord has established. The sign shall be governed by all applicable
provisions of this Lease, including, but not limited to, Tenant's duty to repair
(Article 10) and insure (Article 11) the sign. The sign shall be subject to all
governmental authorities' codes and restrictions.

           (B) Upon the expiration or sooner termination of this Lease, Tenant
shall remove its sign and restore the sign band/fascia to its original
condition.

32. Utility Deregulation.

           (A) Landlord Controls Selection. Landlord and Tenant acknowledge that
new utility deregulation may allow Landlord to change electric service providers
in the future. If such deregulation goes into effect, Landlord shall have the
right at any time and from time to time during the Lease Term to either (i)
contract for service from a different company or companies providing electricity
service (each such company shall hereinafter be referred to as an "Alternative
Service Provider") or (ii) continue to contract for service from the present
electric utility company (the "Electric Service Provider").

           (B) Tenant Shall Give Landlord Access. Tenant shall cooperate with
Landlord, the Electric Service Provider, and any Alternative Service Provider,
at all times as reasonably necessary, and allow the foregoing to have reasonable
access to any and all electric lines, feeders, risers, wiring, and any other
machinery within the Leased Premises.

           (C) Landlord Not Responsible for Interruption of Service. Landlord
shall not be liable or responsible for any loss, damage, or expense that Tenant
may sustain or incur by reason on any change, failure, interference, disruption,
or defect in the supply or character of the electric energy furnished to the
Leased Premises, or if the quantity or character of the electric energy supplied
by the Electric Service Provider or any Alternative Service Provider is no
longer available or suitable for Tenant's requirements, and no such change,
failure, defect, unavailability, or unsuitability shall constitute an actual or
constructive eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations under the
Lease.

33. Plans and Specs. (A) Within thirty (30) days of the date Landlord executes
this Lease, Tenant shall submit complete detailed drawings and specifications in
sufficient detail to obtain all necessary building permits (hereinafter
collectively referred to as "Plans") for all the work to be done by Tenant to
the Leased Premises. Each of Tenant's Plans submissions shall include two sets
of full-size construction drawings and specifications, as well as one set of
computerized construction drawings saved on 3.5" diskettes in .DWG or .DXF file
format. If Tenant fails to deliver these Plans to Landlord timely, Landlord
shall have the right to terminate this Lease and retain the Tenant's entire
security deposit as liquidated damages.



<PAGE>



           (B) Landlord shall inform Tenant of any objections to the Plans
within thirty (30) days after receipt; then Tenant, within fifteen (15) days,
shall deliver to Landlord corrected Plans, which Landlord shall accept or reject
within the next fifteen (15) days.

           (C) Tenant must obtain Landlord's approval of its drawings and
specifications prior to commencing any of its work at the Leased Premises.
Landlord's approval of Tenant's Plans shall not constitute an affirmation by
Landlord that they conform to law or impose any liability on Landlord. Tenant
shall immediately apply for all permits necessary for its work. After the
permits are issued and Landlord has completed the work, if any, that it has
specifically agreed in this Lease to do, Tenant shall promptly commence and
complete Tenant's work in conformity with the Plans, building department
requirements and all relevant laws and regulations. Before commencing its work,
Tenant will deliver to Landlord all of the following: (1) A contractor's
completion bond, in favor of Landlord as obligee, in form approved by Landlord,
issued by a surety company satisfactory to Landlord, guaranteeing completion of
Tenant's work in accordance with the Plans free of liens are security
agreements, and (2) comprehensive general liability insurance from Tenant's
contractor naming Landlord as additional insured for at least $5,000,000
combined single limit for bodily injury and property damage, and (3) the general
contractor's written indemnity agreement that the contractor shall indemnify,
defend, save and hold harmless Landlord, its mortgagee, agents, employees and
assigns, from all liabilities, claims, losses, liens, damages and suits of
whatsoever nature for personal injury, death or property damage alleged to arise
out of the work performed under the contract, whether by contractor or by any
subcontractor, and whether asserted against Landlord or contractor, and (4)
contractor's Workers' Compensation and Occupational Disease insurance with
statutory limits and employer's liability with a limit of at least $1,000,000.

           (D) Tenant shall comply with all legal requirements during its work
and, when completed, Tenant's work must comply with all laws, ordinance,
regulations or orders of public authority, and with the requirements of the
appropriate Fire Insurance Rating Organization and Landlord's insurance company.
Prior to opening for business, Tenant shall obtain and deliver to Landlord the
certificate of occupancy (or its local equivalent) for the Leased Premises. If a
temporary Certificate of Occupancy is issued, Tenant shall deliver a copy of
that document to Landlord and then, upon issuance of a permanent Certificate of
Occupancy, immediately forward a copy of it to Landlord.

           (E) If Landlord or its representative inspects the Leased Premises
and determines that Tenant's work is not being done in accordance with the
approved Plans, Tenant shall correct any deficiencies or omissions immediately.

           (F) Tenant shall not permit any mechanic's or other lien to be filed
either against the Leased Premises or the Shopping Center or Tenant's leasehold
interest by reason or work, labor, services or materials supplied. If any lien
is filed, Tenant shall, within ten (10) days after notice of the filing, cause
it to be discharged of record, failing which Landlord, in addition to any other
right or remedy, may (but shall not be obligated to) discharge such lien by
deposit, bonding proceedings or by payment of the claimed amount for Tenant's
account. Any amounts so paid, together with interest at the Lease Interest Rate
from the date of payment, shall be paid by Tenant to Landlord on demand as
additional Rent. Nothing herein shall be construed as the consent or required of
Landlord to any contractor, subcontractor, laborer or materialman to perform
work or furnish materials. Furthermore, nothing herein shall give Tenant the
authority to contract for or permit the rendering of any service or furnishing
of any material that could give rise to the filing of any lien.

           (G) Tenant shall require contractor to furnish to both Tenant and
Landlord on completion of the work a guaranty, for a period of one (1) years
from final completion of all work, that all work and materials will be free from
all defects and that all apparatus (e.g., air-conditioning equipment) will
develop capacities and characteristics specified in the approved Plans upon use,
and that whenever within one (1) years of the final acceptance of the work,
contractor is notified in writing by either Landlord or Tenant that any
equipment, material or workmanship is defective or in some way does not meet
specifications,


<PAGE>



contractor shall immediately replace, repair or otherwise correct the defect or
deficiency without cost to Landlord. Additionally, the following items shall be
guaranteed for periods in excess of the one (1) year: Motor Compressor Units -
five (5) years; Exterior Walls - two (2) years (guaranteed against air and
moisture leakage); Roofing - two (2) years.

           (H) In the event Tenant's work involves the construction of a
demising wall, Tenant shall physically indicate the proposed location of the
demising wall on the floor of the Leased Premises, notify Landlord's architect
that the location has been marked and that construction of the wall is about to
begin, and give Landlord's architect a reasonable opportunity to come to the
Leased Premises and inspect the proposed placement of the wall.

           (I) For any Tenant work that involves penetration of the roof
surface, Tenant shall employ Landlord's roofing contractor, thereby ensuring
that the roofing bond and/or warranty will remain in full force and effect. The
maintenance of Tenant's roof work will be the sole responsibility of Tenant and
shall include the repair and adjoining areas that might have been affected due
to water penetration through Tenant's roof work.


                                 END OF RIDER B


<PAGE>

                                   EXHIBIT "A"

NOTE: THIS SITE PLAN SHOWS THE APPROXIMATE LOCATION OF THE LEASED PREMISES AND
THE APPROXIMATE CONFIGURATION OF THE LEASED PREMISES AND ADJACENT AREAS, AND IS
ONLY ILLUSTRATIVE OF THE SIZE AND RELATIONSHIP OF THE STORES AND COMMON AREAS
GENERALLY, ALL OF WHICH ARE SUBJECT TO CHANGE. THE SHOWING OF ANY NAMES OF
TENANTS, PARKING SPACES, CURB CUTS OR TRAFFIC CONTROLS SHALL NOT BE DEEMED TO BE
A REPRESENTATION OR WARRANTY BY LANDLORD THAT ANY TENANTS WILL BE AT THE
SHOPPING CENTER OR THAT ANY PARKING SPACES, CURB CUTS OR TRAFFIC CONTROLS WILL
CONTINUE TO EXIST.

          THE LEASED PREMISES SHALL BE THE STOREROOM IDENTIFIED BELOW: