ASSIGNMENT AND ASSUMPTION OF LEASE


      THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment")
is  made and entered into as of the 20th day of September,  2004,
by  and BETWEEN HERKIMER RD. & EUCLID RD. DEVELOPMENT, LLC, a New
York  limited  liability company ("Assignor"), and AEI  INCOME  &
GROWTH   FUND  XXI  LIMITED  PARTNERSHIP,  a  Minnesota   limited
partnership,  whose  corporate  general  partner  is   AEI   Fund
Management XXI, Inc., a Minnesota corporation, and AEI ACCREDITED
INVESTOR  FUND 2002 LIMITED PARTNERSHIP, whose corporate  general
partner   is  AEI  Fund  Management  XVIII,  Inc.,  a   Minnesota
corporation ("Assignee").

                            RECITALS:

A.   Assignor and Assignee are parties to that certain Purchase
and  Sale  Agreement  dated  March 18, 2004,  (the  "Agreement"),
pursuant  to which Assignee is acquiring from Assignor  the  real
property,  and  improvements  located  on  such  property,   more
particularly   described  on  EXHIBIT  A  attached   hereto   and
incorporated herein by this reference (the "Premises").

B.   Pursuant to the terms of the Agreement, Assignor desires to
sell, assign,  convey,  transfer  and  set  over to Assignee and
Assignee desires to assume  all  of Assignor's  interest in that
certain Lease dated January 27, 2004 (the "Lease") by and between
Assignor  and  Eckerd  Corporation (the "Tenant"), including all
rents  prepaid  for  any  period  subsequent to the date of this
Assignment, subject to the terms and conditions set forth below.

C.  Assignor is the Landlord under the Lease with full right and
title to assign  sthe Lease and the "Rent" (as defined below) to
Assignee  as  provided  herein.   The Lease is in full force and
effect and has not been modified or amended.  So far as is known
to  Assignor,  there is no default by Tenant under the Lease and
no Rent has been waived, anticipated, discounted, compromised or
released.

     NOW, THEREFORE, in consideration of the Recitals, which are
hereby   made  a  part  hereof,  for  other  good  and  valuable
consideration,  the receipt and sufficiency of which are  hereby
acknowledged  by the parties, Assignor and Assignee hereby agree
as follows:

     1.    Assignor hereby irrevocably and unconditionally sells,
assigns,  conveys,  transfers and sets over  unto  Assignee,  its
heirs,  successors  and  assigns  as  of  the  date  hereof  (the
"Effective  Date"), all of Assignor's right, title  and  interest
in,  to  and  under:  (i) the Lease and (ii) any  and  all  rents
prepaid  as of the Effective Date, held by Assignor in connection
with the Lease (the "Rent").

2.   Except  as  otherwise  set  forth  in  Paragraph  4  hereof,
Assignee hereby assumes and  shall  be  liable  for  any  and all
liabilities, claims,  obligations, losses and expenses, including
reasonable  attorneys' fees  arising in connection with the Lease
which are actually incurred, and which arise by virtue of acts or
omissions occurring thereunder on or after the Effective Date.

Assignor  shall indemnify and hold Assignee harmless from any and
all  liabilities,  claims,  obligations,  losses   and  expenses,
including  reasonable attorneys'  fees arising in connection with
the Lease which are actually incurred, and which  arise by virtue
of acts or omissions occurring thereunder, prior to the Effective
Date.   Except  as  otherwise  set forth in Paragraph  4  hereof,
Assignee shall indemnify and hold Assignor harmless from any and
all  liabilities,  claims,  obligations,  loss  and     expenses,
including reasonable attorneys fees, arising  in  connection with
the  Lease  or  as a result of Assignee's  failure to fulfill the
landlord's duties  and obligations accruing under the Lease on or
after the Effective  Date.  Assignee shall be entitled to receive
all income arising  from  the Lease from and after said Effective
Date. Assignor shall be entitled  to  receive all income accruing
from the Lease prior to the Effective Date.

3.   Assignor shall direct the Tenant  and  any  successor tenant
under  the  Lease  to  pay  to  Assignee the Rent and  all  other
monetary obligations due or to become due under the Lease for the
period beginning on the Effective Date.

4.   Notwithstanding anything  contained herein or implied hereby
to the contrary, Assignor shall remain liable for the performance
of the obligations of the "Landlord" under the Lease with respect
to (i) Landlord's obligations  under  Sections 9.7.5. and 9.7.11.
of  the  Lease,  and  (ii) performance of  any   warranty  claims
received from Tenant with respect to the Premises pursuant to the
"One Year Warranty" set forth in Section 9.4 of the Lease.

5.   This Assignment   shall  be  governed  by  and  construed in
accordance with the laws of the state in  which  the  Property is
located.

6.   All  rights   and   obligations  of  Assignee  and  Assignor
hereunder   shall be binding upon and inure  to  the  benefit  of
Assignor,  Assignee and the heirs, successors and assigns of each
such party.

7.   This   Assignment  may  be  executed  in   any   number   of
counterparts, each of which shall be effective only upon delivery
and  thereafter  shall be deemed an original, and  all  of  which
shall be taken to  be  one  and the same instrument, for the same
effect as if all parties  hereto  had  signed  the same signature
page. Any signature page of this Assignment may  be detached from
any  counterpart of this Assignment without impairing  the  legal
effect  of  any signatures thereon and may be attached to another
counterpart of this Agreement identical in form hereto but having
attached to it one or more additional signature pages.

8.   Whenever  the  context  so  requires in this Assignment, all
words used in the singular shall  be  construed to have been used
in the plural (and vice versa), each gender shall be construed to
include  any   other  genders,  and  the word "person"  shall  be
construed to include a natural person, a corporation,  a  firm, a
partnership, a  joint  venture, a trust, an estate  or  any other
entity.

      [ the reminder of this page is intentionally blank ]


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


                      ASSIGNOR:  HERKIMER RD. & EUCLID RD. DEVELOPMENT, LLC,
                                 a  New  York limited liability company

                            By:  Westlake Holding, Inc.,
                                 a New York corporation
                                 Its: Sole member


                            By: /s/ Joseph P Kane
                                    Joseph P. Kane, President


                      ASSIGNEE: AEI REAL ESTATE FUND XXI LIMITED PARTNERSHIP,
                                a Minnesota limited partnership

                             By:  AEI Fund Management XXI, Inc.,
                                  a Minnesota corporation
                                  Its: General Partner


                             By: /s/ Patrick W Keene
                                     Patrick  W. Keene, its
                                     Chief Financial Officer


                                    AEI  ACCREDITED INVESTOR FUND
                                    2002 LIMITED PARTNERSHIP,
                                    a     Minnesota    limited
                                    partnership

                             By:    AEI Fund Management XVIII, Inc.,
                                    a Minnesota  corporation
                                    Its: General Partner


                             By:/s/ Patrick W Keene
                                    Patrick  W. Keene, its
                                    Chief Financial Officer










STATE OF NEW YORK       )
                        ) ss.
CITY/COUNTY OFONONDAGA)

     The forgoing instrument was acknowledged before me this 10th
day  of  September,  2004, by Joseph P.  Kane,  as  President  of
Westlake  Holding, Inc., a New York corporation, sole  member  of
HERKIMER  RD.  & EUCLID RD. DEVELOPMENT, LLC, a New York  limited
liability  company,  on  behalf of said corporation  and  limited
liability company.

WITNESS my hand and official seal.

My commission expires

     [Notarial Seal]
                                    /s/ Stephen G Etoll
                                          Notary Public


STATE OF MINNESOTA      )
                        ) ss.
COUNTY OF RAMSEY        )

     The  forgoing instrument was acknowledged before me this 9th
day  of  September, 2004, by Patrick W. Keene, as Chief Financial
Officer   of   AEI  Fund  Management  XXI,  Inc.,   a   Minnesota
corporation,  General Partner of AEI INCOME  &  GROWTH  FUND  XXI
LIMITED  PARTNERSHIP, a Minnesota limited partnership, on  behalf
of said corporation and limited partnership.

WITNESS my hand and official seal.

     [Notarial Seal]
                                   /s/ Jennifer L Schreiner
                                         Notary Public


STATE OF MINNESOTA      )
                        ) ss.
COUNTY OF RAMSEY        )

     The  forgoing instrument was acknowledged before me this 9th
day  of  September, 2004, by Patrick W. Keene, as Chief Financial
Officer   of  AEI  Fund  Management  XVIII,  Inc.,  a   Minnesota
corporation, General Partner of AEI ACCREDITED INVESTOR FUND 2002
LIMITED  PARTNERSHIP, a Minnesota limited partnership, on  behalf
of said corporation and limited partnership.

WITNESS my hand and official seal.

     [Notarial Seal]
                                   /s/ Jennifer L Schreiner
                                           Notary Public


                            EXHIBIT A
                               TO
               ASSIGNMENT AND ASSUMPTION OF LEASE
                          ("Premises")

All  That Tract or Parcel of Land, situate in the City of  Utica,
County  of Oneida, and State of New York, being more particularly
bounded and described as follows:

     Beginning at a point on the easterly street line of Northern
Road at its intersection with the division line between the lands
now  or  formerly of Quad Group Developers, Inc. as described  in
Liber 2774 of Deeds at Page 326 on the North and the lands now or
formerly of Daniel F. and Mariam S. Colino as described in  Liber
2062 of Deeds at Page 11 on the South, said point being North  42
51'00"  East  a distance of 116.33 feet along the  said  line  of
Northern  Road  from its intersection with the  northerly  street
line of Herkimer Road; thence North 42 51'00" East along the said
line  of  Northern Road, a distance of 297.84 feet  to  a  point;
thence South 47 13'00" East through the lands of said Quad  Group
Developers,  Inc. a distance of 300.19 feet to  a  point  on  the
westerly street line of Euclid Road; thence South 42 48'00"  West
along the said line of Euclid Road, a distance of 392.32 feet  to
a  point  on  the  said northerly street line of  Herkimer  Road;
thence  North 51 22'28" West along said line of Herkimer Road,  a
distance  of 200.57 feet to a point on the division line  between
the  lands  now or formerly of Daniel F. and Mariam S. Colino  as
described in Liber 2062 of Deeds at Page 13 on the West  and  the
lands  now or formerly of Michael J. Ritter as described in Liber
2797 of Deeds at Page 28 on the East; thence North 39 57'51" East
along said division line, a distance of 116.05 feet to a point on
the   division  line  between  the  said  lands  of  Quad   Group
Developers,  Inc.  on  the North and the  said  lands  of  Colino
(2061/13); thence North 51 19'00" West along said division  line,
a  distance of 51.30 feet to a point on the division line between
the  said  lands of Quad Group Developers, Inc. on the North  and
the said lands of Colino (2062/11) on the south; thence North  51
27'00" West along said division line, a distance of 43.62 feet to
the point of beginning.




                         LEASE AGREEMENT



                       ECKERD CORPORATION
                         STORE NO. 5887R

                        UTICA, NEW YORK




                      LEASE AGREEMENT INDEX
                 ECKERD CORPORATION STORE NO 5887R
                         UTICA, NEW YORK




SECTION

1.  LEASED PREMISES

2.  INITIAL TERM AND OPTION PERIODS

3.  RENT

4.  INTENTIONALLY DELETED

5.  INGRESS AND EGRESS

6.  EXCLUSIVE

7.  LANDLORD'S REPRESENTATIONS AND WARRANTIES

8.  LEASE SUBORDINATION AND NOTICES TO MORTGAGEES

9.  CONSTRUCTION

10. EXTERIOR FACILITIES

11. SIGNS AND ANTENNAE

12. MECHANIC'S LIENS

13. COMPLIANCE WITH LAW AND REGULATIONS

14. ENVIRONMENTAL COMPLIANCE

15. MAINTENANCE AND REPAIES

16. REAL ESTATE TAXES

17. UTILITIES

18. LIABILITY INSURANCE AND INDEMNIFICATION

19. CASUALTY (PROPERTY) INSURANCE AND DAMAGE TO LEASED PREMISES

20. WAIVER OF SUBROGATION

21. TENANT'S RIGHT TO MAKE CHANGES TO LEASED PREMISES

22. ASSIGNMENT AND SUBLETING

23. EMINENT DOMAIN

24. TENANT'S DEFAULT





                      LEASE AGREEMENT INDEX
               ECKERD CORPORATION STORE NO. 58887R
                        Utica, New York

SECTION

25. RENT UNDER TENANT'S DEFAULT

26. LANDLORD'S DEFAULT

27. FORCE MAJEURE

28. SEVERABILITY

29. OBLIGATIONS OF SUCCESORS

30. NOTICES

31. MICELLANEOUS

32. SHORT FORM LEASE

33. CONDITION PRECEDENT


                         LEASE AGREEMENT

      This  Lease  Agreement (`Lease') is made this 27th  day  of
January 2004, by and between HERKIMER RD & EUCLID RD. DEVELOPMENT
LLC, a New York limited liability company ("Landlord") and ECKERD
CORPORATION,  a Delaware corporation ("Tenant"). In consideration
of  the  mutual covenants and agreements contained in this Lease,
and  for  other good and valuable consideration, the  receipt  of
which is acknowledged, Landlord and Tenant agree as follows:

1.Leased Premises
  1.1.     Landlord  leases  to Tenant, and Tenant  accepts  from
      Landlord, those certain premises consisting of land  and  a
      building  (with area inside walls of 13,824  square  feet),
      as  shown  on  the site plan on the attached  Exhibit  "A",
      upon   real   property  located at the northern  corner  of
      Herkimer  Road and Euclid Road, and situated in the City of
      Utica  County   of  Oneida, State of  New  York,   and   as
      legally  described  in  the attached Exhibit  "B"  ("Leased
      Premises').

  1.2.     Tenant  shall be permitted to use the Leased  Premises
      for  the  operation of a drug store and/or  for  any  other
      lawful purpose or purposes, including, but not limited  to,
      an  Express Photo and/or photo processing center, a  postal
      substation  or  package  mailing  center,  and  an  optical
      center  for  the  practice  of  opticianry  and  optometry.
      Tenant may also, after obtaining all required licenses  and
      permits,   sell   alcoholic  beverages   for   off-premises
      consumption.  Landlord warrants that  the  Leased  Premises
      are  property  zoned  (or the relevant  variances  or  site
      approvals  have  or will be obtained by Landlord  prior  to
      the  commencement of construction) which allow each of  the
      specific  uses  described  above  and  that  there  are  no
      recorded  restrictions  which would  prohibit  or  restrict
      Tenant  from  using the Leased Premises for  any  of  those
      specific uses. Tenant has the right to discontinue  all  or
      any  part  of its business operations (including,  but  not
      limited   to,  its  pharmacy  operations)  at  the   Leased
      Premises  at  any  time, at Tenant's  sole  discretion  and
      without Landlord's approval or consent

  1.3.       Notwithstanding   the   above,   if   Tenant   shall
      discontinue  its operations at the Leased  Premises  for  a
      period   of   greater   than  one  hundred   eighty   (180)
      consecutive days (except as may result from fire  or  other
      casualty  or  condemnation)  Landlord  may,  at  any   time
      following such 180-day period, give Tenant sixty (60)  days
      written  notice  of  Landlord's  intent  to  terminate  the
      Lease,  and  if  Tenant does not recommence  operations  or
      sublet the Leased Premises within such 60-day period,  then
      this  Lease  shall  terminate at the  end  of  such  60-day
      period, and the parties shall be released from any and  all
      further unaccrued liability with respect to this Lease.

2.Initial Term and Option Periods

  2.1.The   initial   term   of   this   Lease   shall   commence
      concurrently  with  the  Rent  Commencement  Date   ("Lease
      Commencement Date") and shall end at midnight  twenty  (20)
      years later ("Lease Termination Date").

  2.2.  Because   of  the  admittedly seasonal aspect of Tenant's
      business operations, it is agreed that Tenant shall not  be
      obligated  to initially open for business between  November
      1  and  January 31. Rent shall not begin to accrue and  the
      Lease  Commencement Date shall not begin until  February  1
      if  possession of the Leased Premises is made available  to
      Tenant  for  initial  store opening  at  any  time  between
      November  1 and January 1, unless Tenant opens for business
      earlier.  These  provisions  shall  have  no  effect   upon
      continued payment of Rent following Tenant's initial  store
      opening.



  2.3.     Landlord  and  Tenant agree, upon written  request  by
      either   party,   to  execute,  acknowledge   and   deliver
      instruments  to  each other in recordable  form  certifying
      the Lease Commencement Date and Lease Termination Date.

  2.4.Tenant,  if not then in default beyond any applicable  cure
      period,  has  the option to renew this Lease for  four  (4)
      successive  five  (5) year periods on the  same  terms  and
      conditions  Contained in this Lease, provided Tenant  gives
      Landlord  six (6) written months notice of its election  to
      exercise  an  option prior to the end of  the  then-current
      term.  Should Tenant neglect to exercise an option  on  the
      applicable  date,  Tenant's right to  exercise  its  option
      shall  not  expire  until fifteen (15) days  after  written
      notice,  by  Landlord  to Tenant, of  Tenant's  failure  to
      exercise  its option. There shall be no further  option  to
      renew  following  the  end of the fourth  (4th)  option  or
      Tenant's  failure to exercise any option in the manner  set
      forth above.

  2.5.     Tenant  will  deliver  up and  surrender  to  Landlord
      possession  of  the Leased Premises upon the expiration  or
      termination  of  this  Lease in good condition  and  repair
      (loss by casualty and ordinary wear and decay excepted  and
      except  for any conditions which,. under the provisions  of
      this Lease, Landlord is required to remedy).

  3.  Rent

  3.1.      Rent   payable  by  Tenant  pursuant  to  this  Lease
      ("Rent')  shall commence thirty (30) days after the  Leased
      Premises  are Completed by Landlord in accordance with  the
      provisions  of  this  Lease and possession  of  the  Leased
      Premises  has been delivered to Tenant, or the date  Tenant
      opens   for  business,  whichever  occurs  earlier   ("Rent
      Commencement Date"). If Landlord fails to have  the  Leased
      Premises completed and ready for Tenant's occupancy by  the
      Completion  Date (as defined in Section 9.3), then  and  in
      that  event,  Tenant shall be entitled to a credit  against
      the Rent established in this Lease equal to one (1) day  of
      Rent  for  each  day of Landlord's delay in delivering  the
      completed Leased Premises to Tenant

  3.2.     Tenant  shall  pay  Landlord Rent during  the  initial
      Lease  term  in  the  amount  of Three Hundred Seventy-Four
      Thousand  One  Hundred  Seventy-Seven  and   04/1OO Dollars
      ($374,177.04)  per  year,   payable  in  equal      monthly
      installments of  Thirty-One Thousand One Hundred Eighty-One
      and 42/100 Dollars ($31,181.42).  Rent   during each option
      period shall be as follows:


  For the first option period   $381,084.00 per year; $31,757.00 per month
  For the second option period  $387,990.00 per year; $32,332.50 per month
  For the third option period   $394,896.96 per year; $32,908.08 per month
  For the fourth option period  $401,802.96 per year; $33,483.58 per month

  3.3.     All  monthly payments of Rent shall be paid in advance
      on  the  first day of each and every calendar month  during
      the term of this Lease, at Landlord's address set forth  in
      this  Lease  without the need for prior demand and  without
      any  offset  or deduction, except as otherwise provided  in
      this  Lease. If the term shall commence on a day other that
      the  first day of a month, then Rent shall be prorated  for
      the balance of that month on a per diem basis.

  3.4.     Landlord's federal tax identification number  is:  81-
      0636753

  3.5.     Tenant  shall  pay  the sales  or  use  tax,  if  any,
      assessed  against  the  Rent  it  pays  under  this   Lease
      directly to the State Taxing Authority.

  3.6.     If  during  the Lease term, Tenant fails  to  pay  the
      full  amount  of  Rent when the same is  due  and  payable,
      except  for  any  offsets  or deductions  allowed  by  this
      Lease,  then Tenant shall pay to Landlord a late charge  of
      Fifty  and  No/I  00 Dollars ($50.00) to  cover  the  extra
      expense  involved  in  handling  such  delinquency   ("Late
      Charge").


                                2

  4.    Intentionally Deleted

  5.  Ingress and Egress

    5.1.     Landlord  warrants  that it will  initially  provide
        and   maintain  for  the  term  of  this  Lease  and  any
        extension of it, ingress and egress facilities to  public
        highways  in  the  number and the locations  depicted  on
        Exhibit  "A", subject to takings pursuant to  Section  23
        below,  unavoidable  temporary  closings  or  relocations
        necessitated  by public authority or other  circumstances
        beyond Landlord's control.

  6.Exclusive

    6.1.      Landlord  agrees  that  it  will  not  directly  or
       indirectly  lease,  rent,  sell or  otherwise  permit  any
       property   in  which  it  has  any  interest  (direct   or
       indirect) located within one thousand (1,000) feet of  any
       exterior boundary of the Leased Premises to be used  as  a
       drug   store  or  a  business  which  sells  or  dispenses
       prescription  drugs or for any collateral  use  (such  as,
       e.g.,  parking,  drainage or service  drives)  of  a  drug
       store  or a business which sells or dispenses prescription
       drugs  without  the written permission at  Tenant  If  any
       mortgagee  of  the  Leased Premises becomes  the  Landlord
       under  this Lease, the provisions of this Section 6  shall
       not  apply  so  long as said mortgagee  shall  remain  the
       Landlord.

  7.Landlord's Representations and Warranties

    7.1.     Landlord  warrants that it is, or before  the  Lease
       Commencement  Date,  will be, the  owner  in  fee  of  the
       Leased  Premises,  that the Leased Premises  will  not  be
       subject  to  any  liens  or mortgages,  except  for  those
       certain  mortgages,  the holders of  which  have  executed
       Tenant's   Standard  Subordination,  Non-Disturbance   and
       Attainment Agreement ("SNDA") in the form as shown on  the
       attached  Exhibit "F," and that Landlord  has  full  right
       and title to execute and perform this Lease.

    7.2.     So  long  as  this  Lease is in  force  and  effect,
       Landlord  agrees  that it will not permit the  disturbance
       of,  nor  interference with, Tenant's quiet  enjoyment  of
       the  Leased Premises in accordance with the terms of  this
       Lease.

    7.3.     Promptly  after  execution of this  Lease,  Landlord
       shall   furnish  Tenant  with  satisfactory  evidence   of
       Landlord's  title in the form of a copy of  a  deed  or  a
       copy  of  a  signed purchase agreement.  It  on  the  date
       Landlord acquires title to the Leased Premises the  Leased
       Premises or any part of the Leased Premises is subject  to
       any  mortgage, deed of trust or other encumbrance  in  the
       nature of a mortgage, which is prior and superior to  this
       Lease,  Landlord  will  deliver  to  Tenant  in  form  and
       substance  reasonably satisfactory to Tenant, an agreement
       duly  executed  by  such mortgagee or trustee,  obligating
       such  mortgagee  or  trustee  or  any  successor  to   the
       mortgagee or trustee to be bound by this Lease and by  all
       of  Tenant's rights under this Lease, provided  Tenant  is
       not  in  default beyond any applicable cure  period  under
       the terms of this Lease.

    7.4.     Landlord has or will obtain a title insurance policy
       insuring  the Leased Premises and any easements benefiting
       the  Leased  Premises.  Landlord represents  and  warrants
       that  with respect to any exceptions to the title  to  the
       Leased Premises that (a) nothing contained in any of  said
       exceptions   prohibits   or   restricts   Landlord    from
       performing any or all of its obligations under this  Lease
       during   its  full  term,  (b)  none  of  said  exceptions
       adversely  affects  or interferes with Tenant's  enjoyment
       of  the  Leased Premises in accordance with the  terms  of
       this  Lease,  and (c) there are no easements under,  above
       or  through  the building to be constructed on the  leased
       Premises.

    7.5.     Landlord warrants and represents to Tenant  that  no
       brokerage  commissions have been charged to, or  paid  by,
       Tenant  in  relation  to this Lease to  brokers  in  which
       Landlord   has   an   ownership  interest   or   who   are
       subsidiaries or affiliates of Landlord.




                                3

8.Lease Subordination and Notices to Mortgagees

  8.1.Tenant agrees to subordinate this Lease to the lien of  any
      first  mortgage or blanket mortgage placed  on  the  Leased
      Premises  and to attorn to any such mortgagee in accordance
      with  the  terms of Tenant's standard SNDA in the  form  as
      shown  on the attached Exhibit "F," provided only  that  so
      long  as  this  Lease  is  in full  force  and  effect  (a)
      Tenant's  tenancy  will  not be disturbed,  nor  will  this
      Lease  be affected by any default under such mortgage;  (b)
      the  rights  of  Tenant  under this Lease  shall  expressly
      survive  and  shall  not be cut off;  and  (C)  this  Lease
      shall, in all respects, continue in full force and effect.

  8.2.If   Landlord  is  not  then  in  default  of  any  of  the
      provisions  of  this  Lease  beyond  any  applicable   cure
      periods,  Tenant  will, upon demand  and  without  cost  to
      Tenant,  execute and deliver to Landlord Tenant's  SNDA  in
      the  form  as shown on the attached Exhibit "F,"  necessary
      to  effectuate  such subordination and non-disturbance.  In
      the  event,  however,  any mortgagee of  Landlord  requires
      modification of such SNDA, and  such  modifications do  not
      change  the  current SNDA in a material way, Tenant  agrees
      that  it  will  consider such modifications,  provided  the
      final   form   of SNDA is substantially in accordance  with
      the terms of the attached Exhibit "F".

  8.3.     Upon  Landlord's written request, any notices required
      or  permitted  to  be given to Landlord under  this   Lease
      shall  also  be  given  to  any mortgagee  whose  name  and
      address  has  been  provided  by  Landlord  to  Tenant   in
      writing. Such mortgagee shall have the right, but  not  the
      obligation,  to  cure  any default by Landlord  within  the
      same  time  period  as may be granted  Landlord  under  any
      provision in this Lease.

9.Construction

  9.1.      Landlord  will,  at  its  own  expense,  prepare  and
      deliver  to  Tenant  five (5) sets of  detailed  plans  and
      specifications for construction of the Leased  Premises  in
      accordance  with guide plans furnished by Tenant  (Edition:
      Prototype  2000,2001 & 2002 with an issue  date of February
      28,  2003,  as amended by  Bulletin  #1 dated February  28,
      2003; by Bulletin  #2, dated April 3, 2003, and by Bulletin
      #3  dated   October  30,  2003) ("Guide Plans").   Landlord
      acknowledges   receipt  of  the  Guide   Plans  from Tenant
      Landlord's   construction plans  and  specifications  shall
      be subject to approval by Tenant, initialed  by the parties
      and considered a  part  of  this Lease. Such approved plans
      are referred to in  this  Lease as the "Plans." If Landlord
      elects  to  proceed  with  construction  prior to obtaining
      Tenant's approval  of  the Plans, any changes  required  by
      Tenant  shall   be   at   Landlord's sole cost and expense.

  9.2.     Notwithstanding  any  information  set  forth  in  the
      Guide  Plans nor Tenant's approval of Landlord's  Plans  as
      described  above,  it  is Landlord's  sole  obligation  and
      responsibility under this Lease to ensure that  the  design
      and,  construction of the Leased Premises complies  in  all
      respects  with applicable law, including. but  not  limited
      to,  the  Americans with Disabilities Act ("ADA") (and  all
      regulations promulgated under the ADA), together  with  any
      other   federal,   state  or  local  statutes,   codes   or
      regulations  relating to the accessibility  of  the  Leased
      Premises  to physically disabled persons, at the  time  the
      Leased  Premises  are delivered to Tenant  for  possession.
      Landlord  agrees  to defend, hold harmless,  and  indemnify
      Tenant  for  any and all losses incurred by Tenant  in  the
      event Landlord breaches this obligation.

  9.3.     Immediately  upon  execution of this  Lease,  Landlord
      shall  proceed  with due diligence to obtain all  requisite
      permitting   for   development  of  the  Leased   Premises.
      Landlord   shall  commence  construction   no   later   man
      April  1, 2004,  and   shall  complete the Leased  Premises
      in  accordance  with the Plans no later  than  one  hundred
      eighty  (180)  days  from the date of the  commencement  of
      construction  ("Completion Date"). Landlord  shall  provide
      Tenant  at  least thirty (30) days prior written notice  of
      commencement  of  construction. At least  sixty  (60)  days
      prior  to  the  Completion Date, written  notice  shall  be
      given  by Landlord to Tenant that the Leased Premises  will
      be  completed  and  ready for Tenant's occupancy.  Landlord
      shall  obtain  from the authority having  jurisdiction  the
      street address to be assigned to the

                                4
    Leased  Premises and provide Tenant with such information  in
    writing no later than thiiiy (30) days after commencement  of
    construction. If construction Is delayed for a period of  six
    (6)  months  or  longer and Tenant does  not  terminate  this
    Lease,  the  Plans  shall  be  resubmitted  by  Landlord  for
    approval  by  Tenant prior to construction or  recommencement
    of construction.

9.4.The  Leased  Premises  shall be deemed  to  have  been  fully
    completed  and  ready and available for occupancy  by  Tenant
    when  all  of  the  following have been accomplished:  (a)  a
    certificate  of  occupancy  or an equivalent  use  permit  is
    issued  by  and  obtained  from  the  governmental  authority
    having  jurisdiction  (subject to any  delay  caused  in  the
    issuance  of  a certificate of occupancy as a result  of  any
    fixturing  or  other  work performed or to  be  performed  by
    Tenant);  (b)  the  architect  who  prepared  the  Plans  has
    certified in writing to Tenant that the Leased Premises  have
    been  completed  in  accordance with the  Plans  approved  by
    Landlord  and Tenant as set forth in this Lease; (c) Landlord
    has  tendered  possession of the Leased  Premises  to  Tenant
    with  the  store absolutely cleaned, including  the  cleaning
    and  Waxing  of  floors: d) all mechanical systems  servicing
    the  Leased  Premises have been completed  and  are  in  good
    working  condition;  (e) the Leased  Premises  are  free  and
    clear  or  all liens as provided in this Lease; (f)  Landlord
    has  delivered to Tenant satisfactory evidence of  Landlord's
    title  to the Leased Premises and non-disturbance agreements,
    if  applicable,  in  accordance  with  this  Lease.  Landlord
    agrees  to provide Tenant with two (2) copies of an  as-built
    survey  of the Leased Premises within thirty (30) days  after
    the  Lease  Commencement Date (`As-Built  Survey').  The  As-
    Built  Survey shall include, without limitation, a metes  and
    bounds  legal  description,  all  easements,  utilities,  and
    public  and  private  right-of-ways. In  the  event  Landlord
    fails  to  provide  Tenant with the copies  of  the  As-Built
    Survey  as provided above, Tenant may have an As-Built Survey
    prepared and offset the cost of such survey and the  two  (2)
    copies  of  the As-Built Survey against Rent due or  becoming
    due  under  this  Lease. Landlord warrants  that  the  Leased
    Premises   shall  be  free  from  defects  in  materials   or
    workmanship for a period of one (1) year following the  Lease
    Commencement  Date  (`One-Year Warranty').  Landlord  further
    agrees  to correct, at Landlord's sole cost and expense,  any
    such  defects.  Upon  completion of the  Leased  Premises  as
    provided in this Lease, Landlord will not paint, decorate  or
    change  the  architectural  treatment  of  any  part  of  the
    exterior  of  the  Leased Premises, nor make  any  structural
    alterations,  additions  or changes to  the  Leased  Premises
    without Tenants prior written approval.

9.5.If  Landlord shall fail to commence construction  or  deliver
    the  Leased  Premises  to Tenant in the manner  provided  and
    within  the time limits set forth in this Lease, then  Tenant
    may,  at  its option, terminate this Lease by giving Landlord
    thirty  (30)  days  written notice; provided,  however,  that
    Tenant's   termination   shall  be  nullified   if   Landlord
    commences  construction or delivers the  Lease  Premises,  as
    the  case may be, in the manner required by the Lease  within
    such  thirty  (30)  day  period.  Acceptance  by  Tenant   of
    delivery of the Leased Premises prior to the Completion  Date
    shall  be at the option of Tenant, such acceptance not to  be
    unreasonably withheld.

9.6.At   Tenant's   sole  risk,  Landlord  will   afford   Tenant
    reasonable access to the Leased Premises prior to  the  Lease
    Commencement  Date for the purpose of inspecting,  measuring,
    installing  or  arranging for the installation  of  fixtures,
    but  only  to the extent that such activity proceeds  without
    interfering with Landlord's contractors, subcontractors,  and
    their  respective employees. By giving Tenant access  to  the
    Leased  Premises  prior  to  the  Lease  Commencement   Date,
    Landlord  assumes no responsibility whatsoever for injury  to
    Tenants   employees  or  contractors  entering   the   Leased
    Premises,  or  damage  to  property  Tenant's  employees   or
    contractors  may  have  brought  in,  or  upon,  the   Leased
    Premises,  nor  shall Landlord be entitled  to  any  Rent  by
    reason  of such access. Tenant agrees to indemnify  and  hold
    Landlord  harmless from and against any and  all  claims  and
    demands  arising out of such access, unless  such  claims  or
    demands  are  due to the negligence of Landlord, its  agents,
    employees or contractors.

9.7.The  procedure  for  adjusting Rent based  upon  construction
    costs pursuant to this Lease shall be as follows:

  9.7.1.    The  Rent  set  forth  in this Lease  was  calculated
       based upon estimated total project costs of Three  Million
       Five  Hundred Sixty-Three Thousand Five Hundred Ninety-One
       and   No/100  Dollars  ($3,563,591.00)  ("Estimated  Total
       Project  Costs').  The Estimated Total Project  Casts  are
       set forth


                                5

          in  the  Preliminary. Site Budget document attached  to
          this  Lease as Exhibit "D" (Preliminary Site  Budget").
          Specifically,  the  annual Rent for the  initial  Lease
          term  is  equal  to the product of the Estimated  Total
          Project Costs multiplied  by  ten and one half  percent
          (10.5%). Included in the Estimated Total Project  Costs
          are estimated   hard  costs  for  construction  of  the
          building that is  a  part  of the Leased Premises.  The
          phrase "hard costs for construction of  the  "building"
          ("Building Hard Costs") shall mean:

       9.7.1.1.    Building  Hard  Costs shall include  all  real
              property building costs, including but not  limited
              to  the  concrete slab under the building, building
              retaining  walls,  the sidewalks  under  the  front
              canopy,   building  masonry,  building   structural
              steel,  metal roof decks, roof insulation, building
              rough  and  finish carpentry, building  insulation,
              the  exterior insulation and finish system  ("EIFS)
              or  stucco  finish system, metal roof  panels,  the
              roof  membrane, sheet metal and flashing, sealants,
              roof  hatches,  steel doors and  frames,  automatic
              doors,  roll  down doors, storefront  system,  door
              hardware,  gypsum  board  systems,  ceramic   tile,
              suspended  acoustical ceilings, resilient flooring,
              interior  paint  miscellaneous  interior  finishes,
              fire   extinguishers,  restroom  hardware,   toilet
              partitions,   drive-thru   window   and   pneumatic
              systems,   the   heating,  ventilating   and   air-
              conditioning   system   (9-IVAC'),   all   interior
              plumbing (including hookup to site plumbing),  fire
              sprinkler   systems,  building  electrical   system
              (including   switchgear   and   hookup   to    site
              electrical   feeds),   light   fixtures,    general
              conditions  associated to the building, and  profit
              associated  with  the  cost of  the  Building  Hard
              Costs.

       9.7.1.2.    Building  Hard  Costs shall not  include  land
              improvement   costs,  such  as   fences,   dumpster
              enclosures,   demolition  of  existing  structures,
              paving,  offsite striping, curb and gutters,  storm
              water    systems,   site   electrical    (including
              signage), transformer, power company service,  site
              sanitary  sewer,  lift station,  site  gas  piping,
              site  lighting,  offsite  utilities,  water  meter,
              back-flow  preventors, water detention  structures,
              water  retention  systems,  clearing  and  grading,
              structural   fill,  topsoil  and  unsuitable   soil
              removal,  landscaping, irrigation, site  sidewalks,
              concrete   paving,   bollards,   retaining   walls,
              applicable   federal   or   state   department   of
              transportation    ("DOT")    work,     off     site
              improvements,  site  equipment, general  conditions
              associated  with  the  site, or  profit  associated
              with the cost of the sitework costs.


     9.7.2.    As  set forth on the Preliminary Site Budget,  the
          parties  estimate Building Hard Casts in the amount  of
          One  Million One Hundred Sixty-One Thousand Two Hundred
          Sixteen  and No/100 Dollars ($1,161,216.00) (`Estimated
          Building  Hard  Costs'). The parties  agree  that  Rent
          shall  be  adjusted as described below based  upon  the
          Actual Building Hard Costs (as defined below).

    9.7.3.     Notwithstanding anything to the contrary contained
          in  this Lease, any Increase In Rent shall be expressly
          conditioned   upon  satisfaction  of   the   four   (4)
          conditions  set  forth  below.    Landlord  agrees  and
          acknowledges   that  In  the  event  these   four   (4)
          conditions  are not satisfied, Landlord  shall  not  be
          entitled  to  an  increase in  Rent  pursuant  to  this
          Lease:

       9.7.3.1.     Condition   One:   The  general   contractor,
              project  architect and civil engineer  retained  by
              Landlord   to   perform   Landlord's   construction
              obligations  shall  be  approved  in   writing   in
              advance  by  Tenant,  at Tenant's  sole  discretion
              (Tenant  hereby approves of Landlord as the general
              contractor,  Quinlivan,  Pierik  &  Krause  as  the
              project architect, and UR Engineering, P.C. as  the
              civil engineer); and

              9.7.3.2.     Condition Two: At  least  thirty  (30)
              days  prior to the commencement of construction  by
              Landlord,  Landlord shall notify Tenant's  regional
              project  construction  manager  and  regional  real
              estate  director of all construction costs  as  bid
              to  the  Landlord,  and furnish  Tenant's  regional
              project  construction  manager  and  regional  real
              estate  director with complete copies of  at  least
              three  (3) bids (or such lesser number of  bids  as
              Tenant   may   deem  acceptable  at  Tenanrs   sole
              discretion)  submitted  to Landlord  in  connection
              with  all  costs  of construction.  All  such  bids
              shall  be  submitted  by  Landlord  to  Tenant   in
              electronic format (such as, e.g.,  e-mail  or other

                                        6

              method approved by Tenant) on Tenant's bid form,  a
              copy of which bid form is attached as Exhibit "E"; and

  9.7.3.3.      Condition   Three:  Tenant's   regional   project
          construction manager and regional real estate  director
          or  their designees shall have the right to verify such
          construction  costs  and negotiate  directly  with  the
          contractors  to  reduce the construction  costs  and/or
          change  the  scope of construction so as to  arrive  at
          construction  costs  acceptable  to  Tenants   regional
          project construction  manager  and regional real estate
          director; and

  9.7.3.4.      Condition   Four:   Tenant's   regional   project
          construction manager shall have approved in writing the
          costs  of  construction acceptable to Tenant's regional
          project  construction manager and regional real  estate
          director  and  furnished Landlord with a copy  of  such
          written  approval of the construction  costs,  together
          with written notice to commence construction.

9.7.4.    Immediately following (but not prior to) the receipt by
     Landlord  or  tenants written approval of  the  construction
     costs  and written notice to commence construction, Landlord
     may commence construction. Any Increase In the Building Hard
     Costs Incurred after the commencement of construction (e.g.,
     unknown  conditions,  errors  in  architectural  plans,   or
     government-required  conditions)  shall  not  result  In  an
     increase In Rent unless the increased costs are Incurred  as
     a  result of a written change order or orders by Tenant. Any
     written  change  order  or orders by Tenant  after  Tenant's
     written  approval of the Building Hard Costs will riot  give
     Tenant  the  right  to  terminate this Lease.  However,  any
     written  change  order  or orders by  Tenant  after  Tenants
     written approval of the Building Hard Costs which results in
     a  decrease  in the Actual Building Hard Costs  (as  defined
     below)  will  entitle Tenant to a decrease in Rent  that  is
     otherwise available pursuant to the formula set forth below.
     The parties also agree that the `Contingency' fund set forth
     in  the  Preliminary Site Budget shall  not  be  applied  to
     Building Hard Costs.

9.7.5.    Within  sixty (60) days after the Leased  Premises  are
    fully  completed  and available for occupancy  by  Tenant  as
    described  in this Lease, Landlord shall deliver to  Tenant's
    regional  project  construction manager a  binder  containing
    true,   accurate,  complete  and  verified  copies   of   all
    documents  related  to  the Building Hard  Costs,  including,
    without limitation, all construction bids, contracts,  change
    orders,  invoices, lien waivers (if available), notices,  and
    permits, together with a reconciliation of the Building  Hard
    Costs  in  the  same  format as the Preliminary  Site  Budget
    (`Documentation  Binder).  In  addition,  as  part   of   the
    Documentation Binder, Landlord shall provide the  certificate
    of  occupancy, an as-built survey, and the roof  warranty  as
    specifically  described in this Lease.  The  purpose  of  the
    Documentation  Binder is to determine and  verify  the  final
    actual Building Hard Costs ("Actual Building Hard Costs")  in
    order  to  adjust the Rent. In the event  Landlord  fails  to
    deliver  the Documentation Binder to Tenant within  this  60-
    day  period,  Landlord shall be in default of the  Lease.  In
    the  event  the default is not cured as described below,  the
    failure  of  Landlord  to  provide the  Documentation  Binder
    within this 60-day period shall result in the termination  of
    any  right  to increase the Rent pursuant to this Section  of
    the  Lease, and Tenant shall be entitled to reduce  the  Rent
    in  accordance  with the construction bids, as  they  may  be
    modified.   Notwithstanding  the  foregoing,  in  the   event
    Landlord fails to deliver the Documentation Binder to  Tenant
    within  this 60-day period, Landlord shall have an additional
    thirty  (30) days to cure such default upon a written  notice
    of default from Tenant

9.7.6.    Tenant  shall  have the right, within sixty  (60)  days
    after  delivery  by  Landlord to Tenant of the  Documentation
    Binder,  to  review the costs set forth in the  Documentation
    Binder and to submit Tenant's written response to such  costs
    to  Landlord. In the event Tenant tails to perform the review
    and  so  respond within this 60-day period, Landlord may,  by
    written notice to Tenant, terminate Tenant's right to  review
    such   construction  costs  contained  in  the  Documentation
    Binder,  and  such  costs as submitted by Landlord  shall  be
    deemed  final  for  the  purposes of amending  the  Lease  as
    described  below,  unless  Tenant  performs  the  review  and
    submits  its written response to Landlord within thirty  (30)
    days  after  Tenant's  receipt of  the  written  notice  from
    Landlord.



                                       7

     9.7.7.    Landlord and Tenant agree to act in good faith  to
          promptly  resolve any concerns or disputes Which  arise
          as  a result of Tenant's review and written response as
          described  above and to reach an agreement  as  to  the
          Actual Building Hard Costs.

     9.7.8.    After the parties have reached an agreement as  to
          the  Actual  Building  Hard Costs,  the  parties  shall
          recalculate  the  Rent based upon the  Actual  Building
          Hard  Costs.  Specifically, the  annual  Rent  for  the
          initial term and all option periods of the Lease  shall
          be  increased or decreased, as the case may be, by  the
          difference between the Actual Building Hard  Costs  and
          the Estimated Building Hard Costs multiplied by ten and
          one half percent (10.5%).  The parties shall thereafter
          promptly  enter into a Lease amendment (to be effective
          as of the Rent  Commencement  Date)  setting  forth the
          revised  annual   and  monthly Rent throughout the term
          of  this  Lease.

     9.7.9.    Notwithstanding  the  foregoing  language,  in  no
          event  shall  Landlord be entitled to a  Rent  increase
          for  the  amount of the Actual Building Hard  Costs  in
          excess  of  One  Million Two Hundred Eighteen  Thousand
          Three  Hundred   Six and 60/100 Dollars ($1,218,306.60)
          (i.e. five percent (5%) increase over Estimated Building
          Hard Costs),  unless  such  excess costs are the result
          of a written  change order or orders  by Tenant Rather,
          Landlord shall be responsible for  all  Actual Building
          Hard Costs which  exceed  the Estimated  Building  Hard
          Costs  by  more  than   five percent  (5%), unless such
          excess costs are the  result of a written change  order
          or  orders  by  Tenant   Furthermore    (and     again,
          notwithstanding the  foregoing language),  in  no event
          shall Tenant be entitled  to  a Rent  decrease  for the
          amount of Actual Building  Hard Costs  which  are below
          One Million Forty-Four  Thousand  Two Hundred Sixty-Two
          and 80/100 Dollars ($1,044,262.80) (i.e., a ten percent
          (10%) decrease below Estimated Building    Hard  Costs)
          unless such reduced costs are  the  result of a written
          change order or orders by Tenant.

    9.7.10.    Within  thirty  (30) days after execution  of  the
          Lease  amendment described above, Tenant shall  pay  to
          Landlord, or Landlord shall pay to Tenant, as the  case
          may  be,  the difference between the Rent paid pursuant
          to  the  Lease  prior to the Lease  amendment  and  the
          revised  Rent set forth in the Lease amendment for  the
          same period of time.

    9.7.11.    Within  one  hundred eighty (180) days  after  the
          Leased  Premises are fully completed and available  for
          occupancy  by  Tenant  as  described  in  this   Lease,
          Landlord  shall  deliver  to  Tenant  a  second  binder
          containing   true,  accurate,  complete  and   verified
          copies  of all documents related to all soft costs  and
          other  costs relating to the construction of the Leased
          Premises  as set forth on the Preliminary Site  Budget,
          other   than   the  Building  Hard  Costs   (`Remaining
          Construction  Costs").  The documents  in  this  binder
          shall    include,   without   limitation,   all   bids,
          statements,  contracts, change orders,  invoices,  lien
          waivers,   notices;  and  permits,  together   with   a
          reconciliation of the Remaining Construction  Costs  in
          the  same  format  as the Preliminary Site  Budget  The
          Remaining  Construction Costs  shall  be  submitted  to
          Tenant for information purposes, only.

10.    Exterior Facilities

  10.1.    Prior  to the Lease Commencement Date, Landlord  shall
      construct  the  sidewalks, service drives, parking  aisles,
      driveways,  streets and parking area and  provide  adequate
      water  drainage ("Exterior Facilities") as shown on Exhibit
      "A".  The  area  provided  for the parking  of  automobiles
      shall  be sufficient to accommodate not less than  seventy-
      seven (77)  full-sized automobiles with spaces  striped  on
      nine foot (9') centers for each car,which includes four (4)
      handicapped spaces, subject to the  terms  of  this  Lease.
      All sidewalks shall be concrete  and  all  service  drives,
      parking aisles,  driveways,  streets  and    parking  areas
      shall  be graded, leveled  and  paved  with    concrete  or
      asphalt, clearly marked with  painted  lines, and repainted
      as required prior to the Lease  Commencement Date. Landlord
      agrees there shall be unobstructed  use  of      sidewalks,
      driveways  and  roadways  for  automotive   and  pedestrian
      traffic  to and from the  Leased  Premises  and    adjacent
      public streets and highways subject to the  terms  of  this
      Lease.  All of the Exterior Facilities,  and  any     signs
      owned or permitted by Landlord; shall be constructed  in  a
      good  and   workmanlike    manner by Landlord and shall  be
      maintained  by  Tenant,  in good condition  throughout  the
      term, at Tenant's sole cost and expense.


                                   8
    10.2.    Landlord  shall provide concrete or paved  driveways
        at  the  rear of the Leased Premises as shown on  Exhibit
        "A"  in order to provide convenient public access to  the
        delivery or service entrances.

  11.    Signs and Antennae

    11.1.    Landlord agrees that Tenant shall have the right  at
        its  own  cost and expense to erect and maintain as  many
        signs   on   the  Leased  Premises  as  are  allowed   by
        applicable   laws  advertising  its  business   and   the
        services  it provides. Any signs erected by Tenant  shall
        conform  to  the  requirements of  local  ordinances  and
        shall be signs generally used by Tenant to advertise  its
        business  from time to time, including, but  not  limited
        to, its standard capsule sign.

     11.2.    Tenant  shall  be permitted, as  soon  as  possible
        after  Landlord's  purchase of the  Leased  Premises,  to
        install  sign foundations with conduits as shown  in  the
        Plans  and  at  the locations shown an Exhibit  "A"  upon
        which  Tenant  may  install  its  readerboards  and  sign
        panels. Landlord shall extend electrical service  to  all
        pylon signs as soon as practical thereafter

    11.3.     Landlord   shall  not,  without  Tenant's   written
        consent,   utilize  or  permit  others  to  utilize   the
        exterior  of the Leased Premises, or the space above  it,
        for sign display purposes.

    11.4.    Tenant  may  install  at its own  expense  and  cost
        satellite  receiving transmitting equipment  or  antennae
        on   the  roof  of  the  Leased  Premises  provided  such
        installation  does  not penetrate the roof  or  otherwise
        adversely affect the integrity of the roof structure  and
        is  permitted  by all applicable laws. Tenant  agrees  to
        indemnify  and  hold Landlord harmless from  and  against
        any   and  all  claims  and  demands  arising  from   the
        installation,  removal  or  repair  of  such   equipment,
        unless  such claims or demands are due to the  negligence
        of Landlord, its agents, employees or contractors.

    11.5.    If  any  variances from governmental sign  codes  or
       zoning  ordinances  are required in order  for  Tenant  to
       install  its  sings as depicted on the  Plans  or  at  the
       locations  shown on Exhibit "A," Landlord shall  cooperate
       with Tenant in order for Tenant to obtain such variances.

12. Mechanic's Liens

    12.1.    When completed, Landlord will ensure that the Leased
       Premises  are  free  and clear of all claims  of  lien  by
       mechanics  and  matenalrnei1 for and on account  of  labor
       and  materials  furnished and about  the  construction  by
       Landlord.  Thereafter, if any mechanic's or  other  liens,
       or  order  for  the payment of money arising  through  the
       fault  of either party, shall be filed against the  Leased
       Premises  or additions, alterations or extensions  of  the
       Leased  Premises, such party shall cause the liens  to  be
       terminated   and  discharged  of  record,   by   bond   or
       otherwise,  and  shall also defend  and  pay  damages  and
       attorney's fees, if any, on behalf of the other,  for  any
       action,  suit or proceeding which may be brought  for  the
       enforcement  of such lien, liens or orders.  Upon  failure
       of  the defaulting party to comply with the provisions  of
       this  Section, the other party may, after thirty (30) days
       written  notice,  and  such defaulting  party's  continued
       failure to comply with the provisions of this Section,  do
       so  on  the  defaulting partys behalf, and all  reasonable
       sums  expended by the other party shall on demand be  paid
       to  it  by the party in default. In the event Landlord  is
       the  defaulting party, Tenant may offset against Rent  due
       or  to  become due all such sums expended by Tenant  as  a
       result of Landlord's failure to comply with this Section.

13. Compliance with Law and Regulations

    13.1.    Except to the extent any order, rule, regulation  or
       requirement  of  any  governmental  body  relates  to  any
       condition  which  existed prior to the Lease  Commencement
       Date,  Tenant  agrees to comply with  all  orders,  rules,
       regulations  and  requirements of  any  governmental  body
       relating  to  the manner of Tenant's use and occupancy  of
       the  Leased. Premises, or alterations made by the  Tenant,
       and  Tenant will pay all costs and expenses incidental  to
       such  compliance  and  will indemnify  and  save  harmless
       Landlord  from any such costs and expenses. In  the  event
       compliance   with   any   governmental   orders,    rules,
       regulations  or requirements is not the responsibility  of
       Tenant as provided in this Section,

                                       9

         Landlord   shall   comply  with  such   orders,   rules,
    regulations  and  requirements at its sole cost  and  expense
    and  will indemnify and save Tenant harmless from such  costs
    and expenses.

14.    Environmental Compliance

  14.1.     For   the   purposes   of  this   Lease,   the   term
      "Environmental  Law"  shall mean  any  federal,  state,  or
      local  law, statute, ordinance or regulation pertaining  to
      health,    industrial   hygiene,   or   the   environmental
      conditions on, under or about the Leased Premises,including
      without limitation the Comprehensive Environmental Response,
      Compensation  and Liability Act of 1980,  as  amended  from
      time  to time ("CERCLA"), 42 U.S.C. Sections 9601, et seq.,
      and the Resource Conservation and Recovery Act of 1978,  as
      amended  from  time  to time ("RCRA"), 42  U.S.C.  Sections
      6901, et seq.

 14.2.    For  the  purposes of this Lease, the tern,  "Hazardous
     Substance"  shall  mean,  without  limitation:   (a)   those
     substances  included  within the  definition  of  "hazardous
     substances", "hazardous materials",  "toxic substances",  or
     "solid  waste"  in CERCLA, RCRA and the Hazardous  Materials
     Transportation Act, 49 U.S.C. Sections 1801,  et  seq.,  and
     in  the  regulations promulgated pursuant to said laws;  (b)
     those  substances  defined  as  "hazardous  wastes"  in  any
     applicable  state statute and in the regulations promulgated
     pursuant  to  any such statute; (C) those substances  listed
     in  the United States Department of Transportation Table (49
     CFR   172.101,   as  amended)  or  by  the   United   States
     Environmental  Protection Agency (or any  successor  agency)
     as   hazardous   substances;  (d)  such  other   substances,
     materials  and  wastes which are or become  regulated  under
     applicable  local,  state,  or federal  law,  or  which  are
     classified  as  hazardous or toxic under federal,  state  or
     local  laws or regulations; and (e) any material,  waste  or
     substance  which  is  (i)  petroleum  (ii)  asbestos   (iii)
     polychlorinatedbiphenyls  (iv) designated  as  a  "hazardous
     substance" pursuant to Section 311 of the Clean Air Act,  33
     U.S.C.  Section 1251, et seq., or listed pursuant to Section
     307  of the Clean Air Act, (v) flammable explosive, or  (vi)
     radioactive materials.

  14.3.    Tenant  shall not use, generate, manufacture, produce,
      store,  release,  discharge or dispose  of,  on,  under  or
      about  the  Leased Premises, or transport to  or  from  the
      Leased  Premises,  any Hazardous Substance,  or  allow  any
      other  person  or entity to do so. Tenant  shall  keep  and
      maintain the Leased Premises in compliance with, and  shall
      not  cause or permit the Leased Premises to be in violation
      of  any  Environmental Law. Notwithstanding the  foregoing,
      Tenant  may  use  and store in reasonable  amounts  and  in
      accordance  with  applicable laws such  cleaning  products,
      automotive  products  and other products  as  are  normally
      used,  sold or stored in Tenant's drug stores from time  to
      time,   including,   without  limitation,   chemicals   and
      materials used in connection with photoprocessing.

 14.4.    Landlord  and  Tenant shall each give the  other  party
     prompt notice of any of the following of which the party  in
     question  has  actual  knowledge:  (a)  any  proceeding   or
     inquiry  by any governmental authority with respect  to  the
     presence  of any Hazardous Substance on the Leased  Premises
     or  the  migration of such Hazardous Substance  from  or  to
     other  property;  (b) all claims made or threatened  by  any
     third  party against Tenant, Landlord or the Leased Premises
     relating  to any loss or injury resulting from any Hazardous
     Substance; and (c) discovery of any occurrence or  condition
     on  any  real property adjoining or in the vicinity  of  the
     Leased Premises that could cause the Leased Premises or  any
     part   of  the  Leased  Premises  to  be  subject   to   any
     restrictions  on  the ownership, occupancy,  transferability
     or  use  of the Leased Premises under any Environmental  Law
     or   any   regulation   adopted  in  accordance   with   any
     Environmental Law.

  14.5.    Tenant  shall  protect,  defend,  indemnify  and  hold
      harmless   Landlord,  its  members,  directors,   officers,
      partners,  employees, agents, successors and  assigns  from
      and  against any and all loss, penalties, fines, judgments,
      forfeitures, damage, cost, expense or liability  (including
      attorneys fees and costs) arising from or caused  in  whole
      or  in part, directly or indirectly, by Tenant's failure to
      comply with the terms of this Section.

 14.6.    Landlord  represents and warrants to  Tenant  that,  to
     Landlord's  actual  knowledge and the  actual  knowledge  of
     Joseph  P.  Kane,  as  President  of  the  sole  member   of
     Landlord,  other than any Hazardous Substance  disclosed  in
     that   certain  environmental  report(s)  titled   Phase   I
     Environmental Site

                                       10
       Assessment"  prepared by Plumley Engineering ("PE")  dated
       November, 2003 (PE Project No. 2003033)(the presence of any
       Hazardous   Substance  described  in  said  report(s)   is
       referred   to  as  the  "Condition"):  (a)  no   Hazardous
       Substance is present, or was installed, exposed,  released
       or  discharged in or under the Leased Premises at any time
       during  or  prior to Landlord's ownership;  (b)  no  prior
       owner  or  occupant of the Leased Premises  has  used  any
       Hazardous  Substance on the Leased Premises; and  (c)  the
       Leased   Premises  have  been  used  and   operated   upon
       compliance  with all applicable local, state  and  federal
       laws, ordinances, rules regulations and orders.

    14.7.    Landlord shall protect, indemnify, defend  and  hold
       harmless   Tenant,   its  officers,   employees,   agents,
       successors,  and  assigns from and  against  any  and  all
       loss,  penalties,  fines, judgments, forfeitures,  damage,
       cost, expense or liability (including attorney's fees  and
       costs)  arising  from  or caused  in  whole  or  in  part,
       directly  or indirectly (a) from the Condition;  (b)  from
       any  remediation of the Condition per-formed  by  Landlord
       or  a  third  party  or  any of  its  or  their  officers,
       employees,  agents, successors and assigns, and  (c)  from
       Landlord's  breach  of  its representations  contained  in
       this  Subsection. This indemnification shall  survive  the
       expiration or earlier termination of this Lease.

   14.8.     Tenant  acknowledges the Condition, if  any.  Tenant
       shall  not have the right to terminate this Lease  due  to
       either  the  existence of the Condition or any effect  the
       existence  of  the  Condition  has  on  Tenant's  use  and
       occupancy  of the Leased Premises, and the effect  of  any
       reasonable  remediation  of the  Condition.  Tenant  shall
       have  no  right  to  compel  Landlord  to  remediate   the
       Condition;  provided, however, that Landlord shall  comply
       with   any  governmental  requirement  to  remediate   the
       Condition.

  14.9.     In  the event that Landlord sells the Leased Premises
       to  a  bona  fide third-party purchaser which  is  not  an
       affiliate  or  controlled  or under  common  control  with
       Landlord  and/or Landlord's sole member, as the  case  may
       be,  such  subsequent landlord shall not be liable  for  a
       breach  of  the warranty contained in Subsection  14.6(a).
       In  the  event  Landlord is required by  any  governmental
       agency  to  perform  remedial  activities  on  the  Leased
       Premises  as a result of the Condition, Tenant  agrees  to
       enter   into   an   appropriate  access  and   remediation
       agreement which is reasonably acceptable to Tenant

  14.10.    Upon  prior  reasonable notice, Landlord  shall  have
       the  right  to inspect Tenant's operations an  the  Leased
       Premises   to  ascertain  Tenant's  compliance  with   the
       provisions  of this Lease at any reasonable  time.  Tenant
       shall  also  provide periodic certifications to  Landlord,
       upon  request,  that  Tenant is  in  compliance  with  the
       environmental  restrictions contained in this  Section  of
       the  Lease.  Landlord shall have the right,  but  not  the
       obligation, to enter into the Leased Premises and  perform
       any  obligation of Tenant under this Lease of which Tenant
       is   in   default,   including  without  limitation,   any
       remediation necessary due to the environmental  impact  of
       Tenant's  operations  on  the  Leased  Premises,   without
       waiving   or  reducing  Tenant's  liability  for  Tenant's
       default of this Section of this Lease.

  14.11.    All  of  the terms and provisions of this Section  of
       this Lease shall survive the expiration or termination  of
       this Lease for any reason whatsoever.

15. Maintenance and Repairs

   15.1.     Tenant  will  at  its  sole  cost  and  expense  and
       throughout  the entire term keep the Leased  Premises  and
       all  additions and improvements thereto in good order  and
       repair  (excepting, however, all repairs made by  Landlord
       during  the One-Year Warranty period or made necessary  by
       Landlord's negligence or default under the terms  of  this
       Lease).  Following the One-Year Warranty period,  Landlord
       agrees  to  assign to Tenant all then existing  warranties
       for  any  labor  and materials used on or  in  the  Leased
       Premises.

   15.2.     Tenant's   obligations  under  this  Section   shall
       include,   without   limitation,   maintaining   in   good
       operating   condition  (including  making  all   necessary
       repairs  and  replacements  to accomplish  the  same)  the
       interior,  exterior, roof and structural  members  of  the
       building  on  the  Leased Premises,  all  HVAC  and  other
       mechanical  equipment  and systems (including  replacement
       of  the  compressor and other major components), sprinkler
       systems  (including any testing of the same)  landscaping,
       parking  areas  and  driveways, and any  water,  plumbing,
       sanitary  sewer,  storm sewer, gas,  cable,  telephone  or
       electrical
                                       11

       lines  or  conduits  in  or on the  Leased  Premises,  and
       making all repairs required due to fire, casualty, or  the
       elements.

    15.3.    Tenant's obligation to maintain and repair the  roof
       is  conditioned  upon Landlord providing  Tenant,  by  the
       Lease  Commencement  Date, a full  twenty  (20)  year  (or
       longer) No Dollar Limit manufacturers warranty, to  be  in
       Tenant's  name.  The warranty must be in conformance  with
       industry   standards,  and  shall  cover  at   least   the
       materials provided.

    15.4.      Subject    to    Tenant's   reasonable    security
       requirements, Landlord may at reasonable times  arid  upon
       reasonable  notice, inspect, alter or  repair  the  Leased
       Premises when necessary for its safety or preservation.

  16.   Real Estate Taxes

    16.1     Landlord and Tenant shall cooperate to work with the
       applicable  taxing authority to obtain  approval  for  all
       real  estate  tax  bills to be delivered directly  by  the
       taxing authority to the Tenant In the event that such  tax
       bills  may  not  be  delivered  directly  to  Tenant,  but
       instead  are delivered to Landlord, Landlord shall deliver
       to  Tenant within fifteen (15) days of receipt,  all  real
       estate  tax  bills for the Leased Premises.  Tenant  shall
       pay  such  tax bills directly to the taxing authority  and
       send  a  copy  of such payment to Landlord.  Tenant  shall
       have  the right during the term of this Lease, at Tenant's
       expense,  to  appeal  the amount of any  real  estate  tax
       assessed  against  the  Leased  Premises.  Landlord  shall
       reasonably cooperate with Tenant in such appeal efforts.

  16.2.     Provided  the real estate tax bills are delivered  to
       Tenant  by  Landlord in a timely manner, Tenant agrees  to
       pay  all such taxes before delinquency and Landlord  shall
       not  be  obligated  to  pay  any  penalty  for  delinquent
       payment.   Any  payment   due  pursuant  to   this   Lease
       provision  shall be prorated as of the Lease  Commencement
       Date  and  the  termination or  expiration  date  of  this
       Lease.

17. Utilities

   17.1.    Tenant  shall pay directly to the respective provider
       with  no surcharge paid to Landlord, for all sewerage  and
       trash   disposal  services,  water,  gas,  heat,  electric
       current  and other utilities consumed by it,  in  or  upon
       the  Leased Premises, at rates set by local public utility
       as  approved  by  public  authority  having  jurisdiction.
       Landlord  warrants  that all such utilities  and  services
       are  available to the Leased Premises. Landlord agrees  to
       furnish  the  Leased  Premises with  separate  meters  for
       measuring consumption of water and electricity.

   17.2.  Notwithstanding the foregoing, in the event that Tenant
     is  able to purchase, acquire or otherwise obtain any or all
     utilities through direct access or otherwise, as a result of
     the  deregulation of  the  utilities  or  as a result of the
     utility  market  providing  open  access and customer choice
     through pilot  programs,  legislation,  or otherwise, Tenant
     shall  have  the   option, at any time and from time to time
     during the term of this Lease,to purchase its utilities from
     any source and to elect the  service provider, supplier, and
     such  supplier's  distributor  and/or transmitter for any or
     all utilities servicing  the   Leased   Premises.   Tenant's
     election shall not abrogate Landlord's obligation to furnish,
     install and maintain or cause to  be furnished, installed or
     maintained Without expense  to  Tenant  all  gas,  electric,
     water, telephone and sanitary and storm   sewer   lines  and
     equipment required to provide the Leased Premises  with such
     utilities and service as described above provided,  however,
     that  in  the  event  Tenant's  election necessitates new or
     additional lines and/or  equipment. Tenant shall provide the
     same  at its sole cost and expense. Landlord agrees to grant
     Tenant  easements,  in  locations   reasonably acceptable by
     Landlord,for purposes of installing and maintaining any such
     lines or equipment

                               12

  18.    Liability Insurance and Indemnification

    18.1.    Tenant,  in  its name and at its own expense,  shall
        procure   and  continue  in  force,  commercial   general
        liability  insurance  against damages  occurring  on  the
        Leased  Premises  during the term or  any  extensions  of
        this  Lease.  Such insurance shall be in  an  amount  not
        less    than    Three   Million   and   No/100    Dollars
        ($3,000,000.00)  general  aggregate  limit   for   bodily
        injury  and  property  damage.  A  certificate  of   such
        insurance  shall  be provided to Landlord  within  thirty
        (30)   days  after  the  Lease  Commencement  Date,   and
        thereafter upon written request. Such policy shall  state
        that  it may not be canceled or modified prior to  giving
        Landlord at least thirty (30) days prior written notice.

     18.2.    Should  Tenant desire to carry all or part  of  the
        insurance  coverage  described in  this  Section  through
        self-insurance  and/or  under  a  "blanket"   policy   or
        policies covering other properties of Tenant, its  parent
        corporation,   its   subsidiaries,  or   controlling   or
        affiliated  corporations, or  of  any  assignee  of  this
        Lease,   such  methods  of  insurance  shall  be   deemed
        compliance with Tenant's obligations under this  Section,
        as to both original coverage and renewals.

     18.3.    Tenant  covenants to keep in good order and  repair
        the  plate  glass in the Leased Premises, and to  replace
        all  broken  glass with the same quality as that  broken;
        provided,  however, should damage or breakage  occur  due
        to  the fault or neglect of Landlord, then Landlord shall
        be  responsible  for  replacing  the  damaged  or  broken
        glass.

    18.4.     Landlord  agrees  to  defend,  indemnify  and  save
        harmless  Tenant from and against any and all claims  and
        demands  whether from injury to person, loss of life,  or
        damage  to  property, occurring within, on or  about  the
        Leased  Premises as may result from any injury or  damage
        caused by acts or omissions of Landlord.

    18.5.     Tenant   agrees  to  defend,  indemnify  and   save
        harmless  Landlord from and against any  and  all  claims
        and  demands whether from injury to person, loss of life,
        or  damage to property, occurring within, on or about the
        Leased  Premises,  excepting,  however,  such  claims  or
        demands  as  may result from any injury or damage  caused
        by acts or omissions of Landlord.

  19.    Casual (Property) Insurance and Damage To Leased
    Premises

     19.1.    Tenant shall at all times during the term  of  this
        Lease   and  any  Lease  renewals  maintain  "all   risk"
        insurance  on  the Leased Premises insuring  against  all
        risks  of  physical  loss or damage to  property  in  the
        amount  of  one  hundred  percent  (100%)  of  the   full
        replacement  cost  of  the improvements  located  on  the
        Leased  Premises. A certificate of such  insurance  shall
        be  provided  to Landlord within thirty (30)  days  after
        the  Lease  Commencement Date which  names  Landlord  and
        Landlord's  mortgagee,  if  any,  as  loss  payees,   and
        thereafter  upon written request Such policy shall  state
        that it may not be canceled prior to giving Landlord  and
        mortgagee,  if any, at least ten (10) days prior  written
        notice  in the event of nonpayment of premium, and thirty
        (30) days prior written notice in all other instances.

    19.2.    Except  as  otherwise provided in this  Section,  in
        the  event the Leased Premises shall be partially damaged
        or  totally  destroyed by fire or other disaster,  Tenant
        shall  promptly cause the Leased Premises to be restored,
        subject   to  such  changes  as  Tenant  may  `reasonably
        require   and  Landlord  reasonably  approves  prior   to
        commencement  of reconstruction. Due allowance  shall  be
        made  for  (a) reasonable time necessary (not  to  exceed
        one  hundred eighty (180) days) for Tenant to adjust  the
        loss  with  insurance companies, and (b) delay occasioned
        by   strikes,   lockouts,  and  conditions   beyond   the
        reasonable  control of Tenant, provided such  delay  does
        not exceed six (6) months without Landlord's consent

    19.3.    Should  Tenant desire to carry all or  part  of  the
        insurance  coverage  described in  this  Section  through
        self-insurance  and/or  under  a  `blanket'   policy   or
        policies covering other properties of Tenant, its  parent
        corporation,   its   subsidiaries,  or   controlling   or
        affiliated  corporations, or  of  any  assignee  of  this
        Lease,   such  methods  of  insurance  shall  be   deemed
        compliance with Tenant's obligations under this  Section,
        as to both original coverage and renewals.
                               13
   19.4.    Should  the  Leased Premises, or  a  portion  of  the
       Leased  Premises,  be  rendered untenantable  by  fire  or
       other  disaster,  Rent  shall not  abate.  Notwithstanding
       anything to the contrary contained in this Lease, if  such
       damage  occurs during the last two (2) years of  the  term
       of  this  Lease and the cost of restoration of the  Leased
       Premises  would  be  more  than  one-third  (1/3)  of  the
       replacement value of the Leased Premises, as certified  by
       a  registered  architect, Landlord and Tenant  shall  each
       have  the right to terminate this Lease by written  notice
       to  the  other  given within thirty (30) days  after  such
       occurrence. If this Lease is so terminated, all  insurance
       proceeds  attributable  to the Leased  Premises  shall  be
       paid  to Landlord and Landlord alone shall have the  right
       to  settle  any  claim  with  the  insurance  carrier.  If
       Landlord  elects to terminate this Lease, such termination
       shall  not be effective if Tenant elects (within ten  (10)
       days  after  receipt of Landlord's notice of  termination)
       to  renew  this Lease by exercising any remaining  options
       for  extending the term of this Lease. In the  event  this
       Lease  shall be terminated as above provided, Tenant shall
       either  pay  Landlord, by way of insurance  or  otherwise,
       the  amount  required to restore the Leased  Premises,  or
       Tenant   will  restore,  or  have  restored,  the   Leased
       Premises;  then,  if Tenant shall have paid  any  Rent  in
       advance,  Tenant  shall  be entitled  to  a  proportionate
       refund.

  19.5.    Provided this Lease is not terminated as set forth  in
      this   Section,   the   term  of  this   Lease   shall   be
      automatically extended for a period of time  equal  to  the
      period   of   time   the   Leased  Premises   are   totally
      untenantable due to fire or other disaster.

20.Waiver of Subrogation

  20.1.    Tenant  agrees not to assign to any insurance  company
      any right or cause of action for damage to the property  of
      Tenant located in the Leased Premises which Tenant now  has
      or  may  subsequently acquire against Landlord  during  the
      term  of  this  Lease, and expressly waives all  rights  of
      recovery for such damage.

  20.2.     Landlord  agrees  not  to  assign  to  any  insurance
      company  any  right or cause of action for damages  to  the
      property  of Landlord located in the Leased Premises  which
      Landlord  now  has  or  may  subsequently  acquire  against
      Tenant  during the term of this Lease, and expressly waives
      all rights of recovery from such damage.

  20.3.    It  is specifically understood this Section shall only
      apply to the extent insurance proceeds are recovered.

21.Tenant's Right To Make Changes to Leased Premises

  21.1.    Tenant,  at  its own expense during the term  of  this
      Lease,  may make any alterations or additions to the Leased
      Premises which it may deem necessary, except changes  which
      would   impair  the  structural  integrity  of  the  Leased
      Premises  (unless approved in writing by Landlord).  Tenant
      shall  make  all  changes in a good and workmanlike  manner
      and    in    accordance   with   applicable    governmental
      regulations.  All salvage from such work  shall  belong  to
      Tenant   All   permanent  improvements  shall   belong   to
      Landlord.

  21.2.    All  trade  fixtures and equipment and other  personal
      property owned by Tenant and installed or placed by  it  in
      the  Leased Premises may be removed by Tenant at  any  time
      during  the  term  of  the  Lease.  Provided  Tenant  gives
      Landlord  prior  reasonable notice,  and  provided  further
      that  Tenant pays Landlord prorated Rent through  the  date
      of  the removal of such trade fixtures, equipment and other
      personal property, such removal may also take place  within
      fifteen  (15) days after the expiration term of the  Lease.
      Tenant  agrees to repair any damage to the Leased  Premises
      occasioned by such removal.

22.    Assignment and Subletting

   22.1.    Tenant  shall have the right to assign this Lease  or
       sublet  the  entire Leased Premises at  any  time  without
       Landlord's  consent or approval. Tenant shall  give  prior
       written  notice of any and all assignments  and  subleases
       to  Landlord,  together  with a  copy  of  the  applicable
       instrument.



                               14
   22.2.      Unless   agreed  otherwise  by  the  parties,   the
       assignment  of  this  Lease or subletting  of  the  Leased
       Premises  shall  not  relieve Tenant  of  its  obligations
       under this Lease.

  23.    Eminent Domain

   23.1.            If the entire building on the Leased Premises
       shall  be taken by reason of condemnation or under eminent
       domain proceedings, Landlord or Tenant may terminate  this
       Lease  as  of the date when possession of the building  is
       taken.  If a portion of the building shall be taken  under
       eminent domain or by reason of condemnation and if in  the
       opinion of Tenant, reasonably exercised, the remainder  of
       the  building is no longer suitable for Tenant's business,
       this  Lease,  at Tenant's option, to be exercised  by  ten
       (10)  days  prior written notice to Landlord given  within
       sixty  (60) days of such taking, shall terminate. In  such
       event,  any  unearned  Rent paid or  credited  in  advance
       shall  be  refunded  to Tenant If this  Lease  is  not  so
       terminated, Landlord shall proceed promptly and  with  due
       diligence,  to  restore the building. Until  so  restored,
       Rent  shall abate to the extent that Tenant shall  not  be
       able  to conduct business in a reasonable manner, and Rent
       for  the remaining portion of the term of this lease shall
       be  proportionately reduced (based on the  reduced  square
       foot floor area of the building).

  23.2.In  the  event  (A) any part of the parking areas  of  the
       Leased  Premises shall be taken by reason of  condemnation
       or  under eminent domain proceedings (unless there are  at
       least  fifty  (50) regular spaces and four (4) handicapped
       spaces left on the Leased  Premises after the condemnation),
       or (B) if as a result of any taking of the Leased Premises
       or other property  subject to an easement  benefiting  the
       Leased  Premises  any driveway  or  curb cut access to the
       Leased Premises  will   be  closed  (other than  temporary
       closings of less than six (6) months due  to  construction
       resulting  from  such  taking), and if, under either event
       described in  Section 23.2(A)  or  Section  23.2(B) above,
       in  the  opinion  of  Tenant,  reasonably  exercised,  the
       Leased Premises  are  no   longer   suitable  for Tenant's
       business,  this  Lease,  at   Tenant's  option by ten (10)
       days prior written notice  to Landlord given  within sixty
       (60) days  of  such  taking,   shall  terminate.  If  this
       Lease is  not  so  terminated,   Landlord,  at  Landlord's
       expense, shall proceed  promptly and  with  due  diligence
       to restore the remaining  Leased    Premises  and  parking
       areas  to  a  proper  and   usable    condition.  However,
       Tenant shall not have  the  right  to terminate this Lease
       if  Landlord  provides  alternate parking  areas which are
       reasonably acceptable  to  Tenant   Until  restored,  Rent
       shall abate  to  the  extent  that  Tenant  shall  not  be
       able to conduct  business  at  the   Leased  Premises in a
       reasonable manner, and Rent for  the remaining portion  of
       the term of  this  Lease  shall  be proportionally reduced
       (based on the effect such  taking has on Tenant's business
       at the Leased Premises).

    23.3.      For   purposes   of   this   Section,   the   term
        `condemnation or under eminent domain proceedings'  shall
        include  conveyances and grants made in  anticipation  of
        or in lieu of such proceedings.


24. Tenant's Default

    24.1.    Each of the following shall constitute a default  by
        Tenant and a breach of this Lease:

      24.1.1.   Any of the following which shall result in  final
           adjudication against Tenant

        24.1.1.1.   The  filing  of a bankruptcy petition  by  or
               against  Tenant  for adjudication,  reorganization
               or arrangement, or

        24.1.1.2.     Any   proceedings   for   dissolution    or
               liquidation of Tenant, or

        24.1.1.3.   Any  assignment for the benefit  of  Tenant's
               creditors.

      24.1.2.  Failure to:

        24.1.2.1.   Pay  Rent for a period of fifteen  (15)  days
               after receipt of written notice; or

        24.1.2.2.   Perform  any other covenant or  condition  of
               this  Lease for a period of thirty (30) days after
               receipt of written notice.
                                       15

   24.2.    In  the  event of any default of Tenant, in  addition
       to  any  other  remedies available  to  Landlord  by  law,
       Landlord  may  serve  written  notice  upon  Tenant   that
       Landlord  elects to terminate this Lease upon a  specified
       date  not  less than thirty (30) days after  the  date  of
       receipt  of  such notice. This Lease shall expire  on  the
       date  so  specified  as if that date had  been  originally
       fixed  as the expiration date of the term granted in  this
       Lease  unless  payment in full has been made  within  such
       thirty  (30)  day  period, or, for non-monetary  defaults,
       unless  steps have, in good faith, been commenced promptly
       by  Tenant  to  cure  the default, and are  prosecuted  to
       completion  with diligence and continuity. If  the  matter
       in  question shall involve building construction,  and  if
       Tenant   shall   be  subject  to  unavoidable   delay   by
       conditions beyond the control of Tenant, Tenant's time  to
       perform  shall be extended for a period commensurate  with
       such  delay, provided such delay does not exceed  six  (6)
       months without Landlord's consent

   24.3.    Upon  termination of this Lease for Tenant's default,
       Landlord  or  its agents may immediately or  at  any  time
       after  the termination, re-enter and resume possession  of
       the  Leased  Premises and remove all persons and  property
       from  the  Leased  Premises,  by  a  suitable  action   or
       proceeding  at law, without being liable for  any  damages
       subject,  however,  to  Tenant's  right  to  remove  trade
       fixtures  and personal property, after notice to Landlord,
       within  fifteen (15) days after termination of the  Lease.
       No  re-entry by Landlord shall be deemed an acceptance  or
       a  surrender of this Lease. Landlord may then, in its  own
       behalf,  relet any portion of the Leased Premises for  any
       period  of  the remaining term for any reasonable  sum  to
       any  reasonable tenant for any reasonable use or  purpose.
       In  connection with any reletting, Landlord may  make  any
       changes   to  the  Leased  Premises  and  may  grant   any
       concessions  of free rent as may be reasonably appropriate
       or helpful in effecting such lease.

25.Rent Under Tenant's Default

  25.1.      In  no  event  shall  Landlord  be  entitled  to  an
       acceleration  of  Rent Additionally,  in  the  event  this
       Lease   shall   be   terminated  for   Tenant's   default,
       Landlord's sole remedy shall be to recover from Tenant  an
       amount equal to the amount of Rent, real estate taxes  and
       insurance  reserved under this Lease for the remainder  of
       the  initial term or the option period then in effect,  as
       the  case may be, less the net rent, real estate taxes and
       insurance  if any, collected by Landlord on reletting  the
       Leased  Premises,  which  shall be  due  and  payable,  by
       Tenant to Landlord, on the several days on which the  Rent
       reserved  in this Lease would have become due and payable.
       Net  rent  collected  on reletting by  Landlord  shall  be
       computed  by  deducting frofl1 the gross  rents  collected
       all  actual  and reasonable expenses incurred by  Landlord
       in  connection with the relettiflg of the Leased Premises,
       including  brokers commissions and the cost of  repairing,
       renovating  or  remodeling the Leased  Premises,  but  not
       including the cost of performing any covenant required  to
       be performed by Landlord under this Lease.

26. Landlord's Default

   26.1.    Each  of the following shall constitute a default  by
       Landlord and a breach of this Lease:

     26.1.1.   Landlord shall neglect to pay when due  any  taxes
          or  any  obligations  on  any mortgage  or  encumbrance
          affecting  title to the Leased Premises within  fifteen
          (15)  days  after written notice to Landlord (to  which
          this Lease shall be subordinate); or

     26.1.2.   Landlord  shall  fail to make  any  other  payment
          which  Landlord -is obligated to pay under this  Lease,
          and  such  default continues uncured for  fifteen  (15)
          days after written notice to Landlord; or

     26.1.3    In  the  event Landlord shall fail to perform  any
          other  obligation  specified in this  Lease,  and  such
          default  continues uncured for thirty (30)  days  after
          notice  to  Landlord,  or  if  such  default  can   not
          reasonably  be  cured within such thirty  (30)  period,
          then  within an additional thirty (30) period, provided
          Landlord  is at all times diligently and in good  faith
          prosecuting the cure of same.

   26.2.    In  the  event of Landlord's default, in addition  to
       any  other  remedies available to Tenant  by  law,  Tenant
       may, but shall not be required to, cure such default,  and
       do  all necessary work and make all necessary payments  on
       behalf  of and at the expense of Landlord. In such  event,
       Landlord shall, within thirty (30)


                                      16
        days  of  demand, pay Tenant the amount actually paid  by
        Tenant  in  curing any such default If  not  paid  within
        thirty  (30)  days  after  written  notice  to  Landlord,
        Tenant  and  Landlord  agree to  submit  the  dispute  to
        binding  arbitration  pursuant  to  the  rules   of   the
        American  Arbitration Association ("AAA") for  resolution
        as  quickly  as possible pursuant to the AAA  procedures.
        The  prevailing  party  in  the  arbitration  proceedings
        shall  be  entitled to recover from the other  party  the
        prevailing party's reasonable attorney's fees  and  other
        costs  associated  with the arbitration.  If  the  Tenant
        prevails  in  the arbitration proceeding, and  if  Tenant
        does  not  receive  full payment  of  all  amounts  owed,
        including  attorney's fees, within thirty  (30)  days  of
        the  final arbitration decision, Tenant may withhold Rent
        and other payments due to Landlord and apply the Rent  or
        other  payments  to  the  payment  of  the  indebtedness.
        Withholding  of  Rent or other payments  as  provided  in
        this  Section  or  elsewhere  in  this  Lease  shall  not
        constitute a default by Tenant in the payment of Rent  or
        other  payments  unless Tenant shall  fail  to  pay  such
        amount  withheld within Thirty (30) days  after  a  final
        adjudication  that  such  amount  withheld  is  owing  to
        Landlord.

27. Force Majeure

    27.1.      Anything   in   this   Lease   to   the   contrary
        notwithstanding, neither Landlord nor Tenant shall be  in
        default  of  the  performance of any provisions  of  this
        Lease  to  the  extent  such performance  is  delayed  or
        prevented  by  strike, war, act of God,  or  other  cause
        beyond  the  control of the party seeking to excuse  such
        performance  provided, however, no such  excusable  delay
        shall exceed ninety (90) days.

28. Severability

    28.1.    If  any  term  or provision of this  Lease  (or  the
       application of any term of provision of this Lease to  any
       person  or  circumstances) shall to any extent be  invalid
       or  unenforceable,  the remainder 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 and  each
       term  and  provision  of this Lease  shall  be  valid  and
       enforceable to the fullest extent permitted by law.

29.Obligation of Successors

    29.1.    All  of the provisions of this Lease shall bind  and
        inure  to  the benefit of Landlord and Tenant, and  their
        respective  heirs, legal representatives, successors  and
        assigns.   All   covenants,  conditions  and   agreements
        contained  in this Lease shall be construed as  covenants
        running with the land.

   29.2.     In  the  event  of  any sale or  other  transfer  of
        Landlord's interest in the Leased Premises, and  provided
        Landlord  gives  Tenant written notice of  such  transfer
        along   with   a  copy  of  an  agreement  by   the   new
        landlord/owner   whereby  the   new   landlord/owner   is
        agreeing  to  recognize  this Lease  and  assume  all  of
        Landlord's  obligations under this Lease, Landlord  shall
        be   relieved  of  all  liabilities  and  obligations  of
        Landlord  under  this Lease accruing after  the  date  of
        such transfer.

30.  Notices

   30.1.     All  notices and Rent shall be sent to  Landlord  as
        follows,  until Tenant is notified by Landlord  otherwise
        in writing:

               To Landlord:    Herkimer Rd. & Euclid Rd. Development LLC
                               c/o Westlake Development LLC
                               753 James Street, Suite B-I
                               Syracuse, New York 13203
                               Attention: Joseph P. Kane

               with a copy to: Shulman, Curtin, Grundner & Regan, P.C.
                               250 South Clinton Street, Suite 502
                               Syracuse, NY 13202
                               Attention: Stephen G. Etoll, Esquire


                               17
  30.2.     All notices shall be sent to Tenant as follows, until
      Landlord is notified by Tenant otherwise in writing:

      To Tenant at    Eckerd Corporation
                      Store No. 5887R
                      8333 Bryan Dairy Road
                      Largo, Florida 33777
                      Attention: Vice President, Real Estate

      with copies to: Eckerd Corporation   and       Eckerd Corporation
                      Store No. 5887R                Store No. 5887R
                      615 Alpha Drive                8333 Bryan Dairy Road
                      Pittsburgh, Pennsylvania 15238 Largo, Florida 33777
           Attn: Regional Real Estate Director  Attn: Legal Department (CW3W)

  30.3.    Notices  to  each  party shall be  sent  by  certified
      mail,  return  receipt requested, or  by  bonded  overnight
      courier,  and  shall be effective upon receipt  or  refusal
      to.  accept  delivery.  Notices  delivered  to  the  Leased
      Premises  shall not constitute notice to Tenant  under  the
      terms of this Lease.

31. Miscellaneous

  31.1.    The  captions in this Lease are for convenience  only.
      They  are  not a part of this Lease and do not in  any  way
      limit or amplify the terms and provisions of this Lease.

  31.2.    This  Lease  shall  be construed  in  accordance  with
      applicable  law  of the state in which the Leased  Premises
      are located.

  31.3.   Intentionally Deleted.

  31.4.     Other  than  the  Estoppel  Certificate  required  by
      Landlord  at  the time of the placement of the construction
      financing  and  the  permanent loan  associated  with  this
      Lease,  Tenant agrees from time to time but no  more  often
      than  three  times per Lease year, upon (a) not  less  than
      thirty  (30)  days' prior written request by Landlord,  and
      (b)  payment  by Landlord of a $150.00 fee to  cover  legal
      and  administrative costs incurred by Tenant in  processing
      such  request,  to  execute and deliver to  Landlord  in  a
      reasonably   timely   manner  Tenant's   standard   written
      Estoppel  Certificate stating (I) whether  this  Lease  has
      been  modified or amended and, if so, identifying any  such
      modification  or  amendment, (ii) whether  Rent  and  other
      charges  have  been  paid more than  thirty  (30)  days  in
      advance of the date when due and, if so, the date to  which
      they  have been paid in advance; and (iii) whether  to  the
      best  of Tenant's knowledge, any uncured default exists  on
      the  part of Landlord and, if so, specifying the nature  of
      such default.

  31.5.     One  or  more  waivers  of  any  covenant,  term   or
      condition  of  this  Lease by either  party  shall  not  be
      construed  as a waiver of a subsequent breach of  the  same
      or  any  other  covenant, term or condition. Any  delay  or
      omission  by either party to seek a remedy for  any  breach
      of  this  Lease  or  to exercise a right accruing  to  such
      party  by  reason  of such breach shall  not  be  deemed  a
      waiver  by  such  party  of  its remedies  or  rights  with
      respect  to such breach. The consent or approval by  either
      party  to  or of any act by the other patty requiring  such
      consent or approval shall not be deemed to waive or  render
      unnecessary consent to or approval of any similar act

  31.6.    This  Lease shall become null and void without further
      action  of the parties if Tenant has not received a  fully-
      executed copy of this Lease Friday, March 5, 2004.

  31.7.    The  parties acknowledge, that the parties  and  their
      counsel  have reviewed and revised this Lease and that  the
      normal  rule  of  construction  to  the  effect  that   any
      ambiguities  are to be resolved against the drafting  party
      shall  not be employed in the interpretation of this Lease,
      or  any  part  of  it,  or any exhibits  or  amendments  or
      agreements supplementary to this Lease.


                               18

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

32. Short Form Lease

  32.1.    The  parties agree that a short form version  of  this
      Lease  will  be executed for the purpose of recording.  The
      short  form  lease  shall be recorded before  any  mortgage
      placed  on  the Leased Premises or any part of  the  Leased
      Premises.  Landlord shall pay for any and all  real  estate
      transfer  fees  assessed in connection with this  Lease  or
      assessed  in  connection with the recording  of  the  short
      form version of this Lease.

33. Conditional Precedent

  33.1.    The  commencement  of  the  term  of  this  Lease  and
      Landlord's   and   Tenant's   obligations   hereunder   are
      expressly  contingent upon Landlord obtaining all necessary
      approvals  and  permits  from all  applicable  governmental
      agencies   and   authorities  in  order   to   permit   and
      accommodate  Tenant's intended use of the  Leased  Premises
      as  set  forth in this Lease and to permit the construction
      of  the  Leased Premises as shown on Exhibit "A."  Landlord
      agrees  to use all commercially reasonable efforts  and  to
      work  diligently  to  obtain such  approvals  and  permits.
      Notwithstanding the foregoing, such approvals  and  permits
      shall  not  include  licenses for  the  sale  of  alcoholic
      beverages  for  off-premises consumption as  set  forth  in
      Section  1.2.  of  this Lease. In the event  the  foregoing
      approvals  and permits are not obtained by Landlord  on  or
      before   April  1,   2004,    Tenant,  at   Tenant's   sole
      discretion,   shall  have  the  option  of  extending   the
      deadline  for  Landlord obtaining the  foregoing  approvals
      and  permits, or of canceling this Lease by giving Landlord
      thirty  (30) days written notice thereof~ provided however,
      that  Tenant's cancellation shall be nullified if  Landlord
      obtains the foregoing permits and approvals within such 30-
      day period.

IN  WITNESS  WHEREOF the parties have caused  this  Lease  to  be
executed  by their respective duly authorized representatives  as
of the date set forth in the initial paragraph of this Lease.
                                                 "LANDLORD"

WITNESSES as to Landlord:               HERKIMER RD & EUCLID RD DEVELOPMENT
                                        LLC, a New York limited
                                        liability company

                                       By:Westlake       Holding,
                                          Inc.,   a   New   York
                                          corporation, its  sole
                                          member
/s/ Nancy J Suertin
Printed Name: Nancy J Suertin          By /s/ Joseph P Kane
                                              Joseph P. Kane
                                              President
/s/ Karen L Balck
Printed Name:  Karen L Balck



                               19

                                                   "TENANT"
WITNESSES as to Tenant                  ECKERD CORPORATION, a
                                        Delaware corportation
/s/ Nancy J Eldridge
Printed Name Nancy J Eldridge           By: /s/ Robert J Malagon
                                                Robert J. Malagon,
Vice President

/s/ Colleen Marco
Print Name: Colleen Marco







                               20






                         EXHIBIT "B"

                      LEGAL DESCRIPTION
                        ECKERD PARCEL


ALL THAT CERTAIN PIECE OR PARCEL OF LAND SITUATE IN THE CITY
OF  UTICA,  COUNTY OF ONEIDA, STATE OF NEW YORK, BEING  MORE
PARTICULARLY BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE EASTERLY STREET LINE OF NORTHERN
ROAD AT ITS INTERSECTION WITH THE DIVISION LINE BETWEEN  THE
LANDS  NOW  OR  FORMERLY OF QUAD GROUP DEVELOPERS,  INC.  AS
DESCRIBED  IN LIBER 2774 OF DEEDS AT PAGE 326 ON  THE  NORTH
AND THE LANDS NOW OR FORMERLY DANIEL F & MARIAM S COLINO  AS
DESCRIBED  IN BLBER 2062 OF DEEDS AT PAGE 11 ON  THE  SOUTH,
SAID  POINT  BEING  NORTH 42 DEG 51  MIN.  00  SEC.  EAST  A
DISTANCE OF 116.33 FEET ALONG THE SAID LINE OF NORTHERN ROAD
FROM  ITS  INTERSECTION WITH THE NORTHERLY  STREET  LINE  OF
HERKIMER  ROAD; THENCE NORTH 42 DEG. 51 MIN.  00  SEC.  EAST
ALONG  THE SAID LINE OF NORTHERN ROAD, A DISTANCE OF  297.84
FEET  TO A POINT: THENCE SOUTH 47 DEG. 13 MIN. 00 SEC.  EAST
THROUGHT THE LANDS OF SAID QUARD GROUP DEVELOPERS,  INC.,  A
DISTANCE  OF  300.19 FEET TO A POINT ON THE WESTERLY  STREET
LINE  OF  EUCLID ROAD; THENCE SOUTH 42 DEG. 48 MIN. 00  SEC.
WEST  ALONG  THE  SAID LINE OF EUCLID ROAD,  A  DISTANCE  OF
392.32 FEET TO A POINT ON THE SAID NORTHERLY STREET LINE  OF
HERKIMER  ROAD; THENCE NORTH 51 DEG. 22 MIN.  28  SEC.  WEST
ALONG  SAID LINE OF HERKIMER ROAD, A DISTANCE OF 22.57  FEET
TO  A  POINT ON THE DIVISION LINE BETWEEN THE LANDS  NOW  OR
FORMERLY  DANIEL F. & MARIAM S COLINO AS DESCRIBED IN  LIBER
2062  OF DEEDS AT PAGE 13 ON THE WEST AND THE LANDS  NOW  OR
FORMERLY OF MICHAEL J RITTER AS DESCRIBED IN LIBER  2797  OF
DEEDS AT PAGE 28 ON THE EAST:  THENCE NORTH 39.DEG. 57  MIN.
51  SEC. EAST ALONG SAID DIVISION LINE, A DISTANCE OF 116.05
FEET  TO A POINT ON THE DIVISION LINE BETWEEN THE SAID LANDS
OF  QUAD  GROUP DEVELOPERS, INC. ON THE NORTH AND  THE  SAID
LANDS  OF  COLINS  (2062/11 & 13; THENCE NORTH  51  DEG.  27
MIN.MIN.  00 SEC. WEST ALONG SAID DIVISION LINE, A  DISTANCE
OF  94.92  FEET TO THE POINT OF BEGINNING, CONTAINING  2.520
ACRES OF LANDS, MORE OR LESS.
THE  ABOVE DESCRIBED PARCEL BEING COMPRISED OF THE FOLLOWING
FOUR  PARCELS;  BEING  THE PARCEL CONVEYED  TO  NORTH  UTICA
SENIOR  CITZENS  RECREATION CENTER,  INC.  BY  HAROLD  HIRAM
SHEPARD  AND  CATHERINE B SHEPARD BY DEED DATED  AUGUST  19,
1975  AND  RECORDED IN THE ONEIDA COUNTY CLERK'S  OFFICE  AS
LIBER  2015 OF DEEDS AT PAGE 346; BEING THE PARCEL CONVYEYED
TO  NROTH  UTICA SENIOR CITZENS RECREATION CENTER,  INC.  BY
FLORENECE  J  LYNCH  BY  DEED DATED OTCTOBER  10,  1984  AND
RECORDED  IN THE ONEIDA COUNTY CLERK'S OFFICE AS LIBER  2185
OF DEEDS AT PAGE 67; BEING THE PARCEL CONVEYED TO MICHAEL J.
RITTER  BY  KIM K LACHEVET AND KATHLEEN A LACHEVET  BY  DEED
DATED  OCTOBER  14, 1997 AND RECORDED IN THE  ONEIDA  COUNTY
CLERK'S OFFCE AS LIBER 2797 OF DEEDS AT PAGE 28; AND BEING A
PORTION OF PARCEL CONVEYED TO QUARD GROUP DEVELOPERS,  BINC.
BY  THE  BORARD  OF EDUCATION OF THE CITY  OF  UTICA  SCHOOL
DISTRICT  BY  DEED DATED APRIL 3, 1997 AND RECORDED  IN  THE
ONEIDA COUNTY CLERK'S OFFICE AS LIBER 2774 OF DEEDS AT  PAGE
326.