<PAGE>
                                                                   Exhibit 10.26

                                      LEASE

        THIS LEASE (this "Lease") is made as of December 21, 2001 (the
"Effective Date"), by and between CFK REALTY PARTNERS, LLC, an Illinois limited
liability company ("Lessor"), whose address is 5456 McConnell Avenue, Los
Angeles, California 90066 and MERCURY AIR GROUP, INC., a Delaware corporation
("Lessee"), whose address is 5456 McConnell Avenue, Los Angeles, California
90066.

                              W I T N E S S E T H :

        THAT, in consideration of the mutual covenants and agreements herein
contained, Lessor and Lessee hereby covenant and agree as follows:

        1. CERTAIN DEFINED TERMS. The following terms shall have the following
meanings for all purposes of this Lease:

            "ADA" has the meaning set forth in Section 16.C.

            "ADDITIONAL RENTAL" has the meaning set forth in Section 5.B.

            "AFFILIATE" means any Person which directly or indirectly controls,
is under common control with, or is controlled by any other Person. For purposes
of this definition, "controls", "under common control with" and "controlled by"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities or otherwise.

            "APPLICABLE REGULATIONS" means all applicable statutes, regulations,
rules, ordinances, codes, licenses, permits, orders and approvals of each
Governmental Authority having jurisdiction over Lessee and/or the Property,
including, without limitation, all health, building, fire, safety and other
codes, ordinances and requirements and all applicable standards of the National
Board of Fire Underwriters and the ADA, in each case, as amended, and any
judicial or administrative interpretation thereof, including any judicial order,
consent, decree or judgment applicable to Lessee.

            "BASE ANNUAL RENTAL" means $439,968.

            "BASE MONTHLY RENTAL" means an amount equal to 1/12 of the
applicable Base Annual Rental.

            "BUSINESS DAY" means a day on which banks located in Los Angeles,
California are not required or authorized to remain closed (other than a
Saturday and Sunday).

            "CODE" means the United States Bankruptcy Code, 11 U.S.C. Sec. 101
ET SEQ., as amended.

            "DE MINIMIS AMOUNTS" shall mean, with respect to any given level of
Hazardous Materials, that level or quantity of Hazardous Materials in any form
or combination
<PAGE>

of forms, the use, storage or release of which does not constitute a violation
of, or require regulation or remediation under, any Environmental Laws and is
customarily employed in the ordinary course of, or associated with, similar
businesses located in the state in which the Property is located.

            "DEFAULT RATE" means 18% per annum or the highest rate permitted by
law, whichever is less.

            "DISCLOSURES" has the meaning set forth in Section 8.B.

            "EFFECTIVE DATE" has the meaning set forth in the Preamble.

            "ENVIRONMENTAL LAWS" means any present and future federal, state and
local laws, statutes, ordinances, rules and regulations relating to Hazardous
Materials and/or the protection of human health or the environment, by reason of
a Release or a Threatened Release of Hazardous Materials or relating to
liability for or costs of Remediation or prevention of Releases. "Environmental
Laws" includes, but is not limited to, the following statutes, as amended, any
successor thereto, and any regulations, rulings, orders or decrees promulgated
pursuant thereto, and any state or local statutes, ordinances, rules,
regulations and the like addressing similar issues: the Comprehensive
Environmental Response, Compensation and Liability Act; the Emergency Planning
and Community Right-to-Know Act; the Hazardous Materials Transportation Act; the
Resource Conservation and Recovery Act (including but not limited to Subtitle I
relating to underground storage tanks); the Solid Waste Disposal Act; the Clean
Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe
Drinking Water Act; the Occupational Safety and Health Act; the Federal Water
Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act;
the Endangered Species Act; the National Environmental Policy Act; and the River
and Harbors Appropriation Act. "Environmental Laws" also includes, but is not
limited to, any present and future federal, state and local laws, statutes,
ordinances, rules, regulations and the like, as well as common law: conditioning
transfer of property upon a negative declaration or other approval of a
Governmental Authority of the environmental condition of the property; requiring
notification or disclosure of Releases or other environmental condition of the
Property to any Governmental Authority or other person or entity, whether or not
in connection with transfer of title to or interest in property; relating to
nuisance, trespass or other causes of action related to Hazardous Materials; and
relating to wrongful death, personal injury, or property or other damage in
connection with the physical condition or use of the Property by reason of the
presence of Hazardous Materials in, on, under or above the Property.

            "ENVIRONMENTAL LIENS" has the meaning set forth in Section 16.D(ix).

            "EVENT OF DEFAULT" has the meaning set forth in Section 23.

            "EXTENDED TERM" means the period subsequent to the expiration of the
Primary Term which this Lease is actually in effect.

            "GAAP" means generally accepted accounting principles consistently
applied.

                                       2
<PAGE>

            "GOVERNMENTAL AUTHORITY" means any governmental authority, agency,
department, commission, bureau, board, instrumentality, court or
quasi-governmental authority of the United States, the state in which the
Property is located or any political subdivision thereof.

            "HAZARDOUS MATERIALS" means (i) any toxic substance or hazardous
waste, substance, solid waste, or related material, or any pollutant or
contaminant; (ii) radon gas, asbestos in any form which is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment
which contains dielectric fluid containing levels of polychlorinated biphenyls
in excess of federal, state or local safety guidelines, whichever are more
stringent, or any petroleum product; (iii) any substance, gas, material or
chemical which is or may be defined as or included in the definition of
"hazardous substances," "toxic substances," "hazardous materials," "hazardous
wastes," "regulated substances" or words of similar import under any
Environmental Laws; and (iv) any other chemical, material, gas or substance the
exposure to or release of which is or may be prohibited, limited or regulated by
any Governmental Authority that asserts or may assert jurisdiction over the
Property or the operations or activity at the Property, or any chemical,
material, gas or substance that does or may pose a hazard to the health and/or
safety of the occupants of the Property or the owners and/or occupants of
property adjacent to or surrounding the Property.

            "INDEMNIFIED PARTIES" means Lessor and Lender and their directors,
officers, shareholders, trustees, beneficial owners, partners, members, and any
directors, officers, shareholders, trustees, beneficial owners, partners,
members of any beneficial owners, partners or members of Lessor or Lender, and
all employees, agents, servants, representatives, contractors, subcontractors,
affiliates, subsidiaries, participants, successors and assigns of any of the
foregoing, including, but not limited to, any successors by merger,
consolidation or acquisition of all or a substantial portion of the assets and
business of Lessor or Lender, as applicable.

            "LEASE TERM" shall have the meaning described in Section 4.

            "LENDER" means General Electric Capital Business Asset Funding
Corporation, a Washington corporation, its successors and assigns, any successor
lender in connection with any loan secured by Lessor's interest in the Property,
and any servicer of any loan secured by Lessor's interest in the Property.

            "LESSEE ENTITIES" means, collectively, Lessee and Permitted Lessees
and all Affiliates of Lessee and Permitted Lessees.

            "LOAN DOCUMENTS" means, collectively, the Notes, the Mortgages and
all other documents, instruments and agreements executed in connection therewith
or contemplated thereby, all as amended and supplemented and any and all
replacements or substitutions thereof.

            "LOSSES" means any and all claims, suits, liabilities (including,
without limitation, strict liabilities), actions, proceedings, obligations,
debts, damages, losses, costs, expenses, diminutions in value, fines, penalties,
charges, fees, expenses, judgments, awards,

                                       3
<PAGE>

amounts paid in settlement and damages of whatever kind or nature (including,
without limitation, attorneys' fees, court costs and other costs of defense).

            "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
net worth or operation of Lessee, or the Property, including, without
limitation, the operations of any of the Property as a Permitted Facility and/or
the value of the Property, or (ii) Lessee's ability to perform its obligations
under this Lease and the other Sale-Leaseback Documents.

            "MATURITY DATE" means January 1, 2012.

            "MEMORANDUM" means the memorandum of lease dated as of the date of
this Lease between Lessor and Lessee with respect to the Property. A duplicate
original Memorandum will be executed and recorded in the applicable real
property records for the Property. The Memorandum will contain exhibits with the
addresses and store identification numbers for the Property and the legal
description for the Property.

            "MORTGAGES" means, collectively, the mortgages, deeds of trust or
deeds to secure debt, assignments of rents and leases dated as of even date
herewith executed by Lessor for the benefit of Lender with respect to the
Property, as such instruments may be amended, restated and/or supplemented from
time to time and any and all replacements or substitutions thereof.

            "NOTE" means the promissory note dated as of the date of this Lease
executed by Lessor and payable to Lender with respect to the Property, as such
note may be amended, restated and/or substituted from time to time.

            "NOTICES" means, when used herein, written notice.

            "OTHER AGREEMENTS" means, collectively, all agreements and
instruments now or hereafter entered into between, among or by (1) any of the
Lessee Entities, and, or for the benefit (as intended beneficiary or intended
third party beneficiary) of, (2) Lessor; provided, however, the term Other
Agreements shall not include this Lease, the other Sale-Leaseback Documents,
agreements between and among institutional lenders and one or more of the Lessee
Entities.

            "PARTICIPATION" means the granting of any participations in any
document evidencing loan obligations or any or all servicing rights with respect
thereto.

            "PERMITTED FACILITY" means the operation of an office building and
other related operations as currently in use.

            "PERMITTED SUBLEASES" means that certain sublease dated December __,
2001, made by Mercury Air Group, Inc., a Delaware corporation, as Lessor,
demising a portion of the Property to Permitted Sublessee.

            "PERMITTED SUBLESSEE" or "PERMITTED SUBLESSEES" means, Kelar

                                       4
<PAGE>

Corporation.

            "PERSON" means any individual, corporation, partnership, limited
liability company, trust, unincorporated organization, Governmental Authority or
any other form of entity.

            "PERSONALTY" means all machinery, appliances, furniture, equipment,
trade fixtures and other personal property of Lessee (excluding inventory) from
time to time situated on or used in connection with the Property.

            "PREPAYMENT CHARGES" means, for purposes of this Lease, an amount
equal to any prepayment premium or charge, yield maintenance payment, or other
cost or expense imposed on Lessor by the applicable Lender in connection with
the payment of the applicable Note(s) or promissory note(s) prior to the
Maturity Date.

            "PRIMARY TERM" means the period commencing on the Effective Date and
expiring on January 1, 2012.

            "PROPERTY" means the parcels of land located at 5456 McConnell
Avenue, Los Angeles, California 90066 and legally described in EXHIBIT A
attached hereto, all rights, privileges and appurtenances associated therewith,
and all buildings, structures, fixtures and other improvements now or hereafter
located on such real estate (excluding Personalty and inventory).

            "PURCHASE PRICE" means $4,200,000.

            "QUESTIONNAIRES" means the environmental questionnaires completed by
Lessee with respect to the Property and submitted to General Electric Capital
Business Funding Corporation in connection with the mortgage loan on the
Property.

            "REJECTABLE OFFER" has the meaning set forth in Section 21.B.

            "REJECTABLE PURCHASE OFFER" has the meaning set forth in Section
58.A.

            "REJECTABLE SUBSTITUTION OFFER" has the meaning set forth in Section
57.A.

            "RELEASE" means any depositing, discharging, leaking, spilling,
injecting, pumping, pouring, emptying, escaping, dumping or disposing of
Hazardous Materials into the environment, except for De Minimis Amounts.

            "REMEDIATION" means any response, remedial, removal, or corrective
action, any activity to cleanup, detoxify, decontaminate, contain or otherwise
remediate any Hazardous Materials, any actions to prevent, cure or mitigate any
Release, any inspection, investigation, study, monitoring, assessment, sampling
and testing, laboratory or other analysis relating to any Hazardous Materials.

                                       5
<PAGE>

            "SALE-LEASEBACK AGREEMENT" means that certain Sale-Leaseback
Agreement dated as of the date hereof between Lessor and Lessee, with respect to
the Property.

            "SALE-LEASEBACK DOCUMENTS" means the Sale-Leaseback Agreement, this
Lease, the Memorandum, the Acknowledgement and all other documents executed in
connection therewith or contemplated thereby.

            "THREATENED RELEASE" means a substantial likelihood of a Release
which requires action pursuant to Environmental Law to prevent or mitigate
damage to the soil, surface waters, groundwaters, land, stream sediments,
surface or subsurface strata, ambient air or any other environmental medium
comprising or surrounding the Property which may result from such Release.

            "TITLE COMPANY" means such nationally recognized title insurance
company reasonably acceptable to Lessor.

            "TRANSFER" means any sale, transfer or assignment of any document
evidencing loan obligations, or any or all servicing rights with respect
thereto.

        2. DEMISE OF PROPERTIES. In consideration of the rentals and other sums
to be paid by Lessee and of the other terms, covenants and conditions on
Lessee's part to be kept and performed, Lessor hereby leases to Lessee, and
Lessee hereby takes and hires, the Property. The Property is leased to Lessee
"AS IS" and "WHERE IS" without representation or warranty by Lessor and subject
to the rights of parties in possession, to the existing state of title, any
state of facts which an accurate survey or physical inspection might reveal, and
all Applicable Regulations now or hereafter in effect. Lessee has examined the
Property and title to the Property and has found all of the same satisfactory
for all of Lessee's purposes.

        3. CHARACTERIZATION OF LEASE.

            (a) Lessor and Lessee intend that:

                (i) this Lease is a "true lease" and not a financing lease,
        capital lease, mortgage, equitable mortgage, deed of trust, trust
        agreement, security agreement or other financing or trust arrangement,
        and the economic realities of this Lease are those of a true lease; and

                (ii) the business relationship created by this Lease and any
        related documents is solely that of a long-term commercial lease between
        landlord and tenant and has been entered into by both parties in
        reliance upon the economic and legal bargains contained herein.

            (b) Lessor and Lessee acknowledge and agree that the Lease Term,
including any term extensions provided for in this Lease, is less than the
remaining economic life of the Property.

                                       6
<PAGE>

            (c) Lessee waives any claim or defense based upon the
characterization of this Lease as anything other than a true lease and
irrevocably waives any claim or defense which asserts that this Lease is
anything other than a true lease. Lessee covenants and agrees that it will not
assert that this Lease is anything but a true lease. Lessee stipulates and
agrees not to challenge the validity, enforceability or characterization of the
lease of the Property as a true lease and further stipulates and agrees that
nothing contained in this Lease creates or is intended to create a joint
venture, partnership (either de jure or de facto), equitable mortgage, trust,
financing device or arrangement, security interest or the like. Lessee shall
support the intent of the parties that the lease of the Property pursuant to
this Lease is a true lease and does not create a joint venture, partnership
(either de jure or de facto), equitable mortgage, trust, financing device or
arrangement, security interest or the like, if, and to the extent that, any
challenge occurs.

            (d) Lessee represents and warrants to Lessor that (i) the Base
Annual Rental is the fair market value for the use of the Property and was
agreed to by Lessor and Lessee on that basis, and (ii) the execution, delivery
and performance by Lessee of this Lease does not constitute a transfer of all or
any part of the Property.

            (e) The expressions of intent, the waivers, the representations and
warranties, the covenants, the agreements and the stipulations set forth in this
Section are a material inducement to Lessor entering into this Lease.

        4. LEASE TERM. The Lease Term for all of the Property shall commence as
of the Effective Date and shall expire on January 1, 2012, unless terminated
sooner as provided in this Lease and as may be extended for four additional
successive periods of five years each as set forth in Section 27 below. The time
period during which this Lease shall actually be in effect is referred to herein
as the "Lease Term".

        5. RENTAL, OTHER PAYMENTS AND SECURITY DEPOSIT.

            (a) If the Effective Date is a date other than the first day of the
month, Lessee shall pay Lessor on the Effective Date the Base Monthly Rental
prorated on the basis of the ratio that the number of days from the Effective
Date through the last day in the month containing the Effective Date bears to
the number of days in such month. Thereafter, on or before the first day of each
succeeding calendar month, Lessee shall pay Lessor in advance the Base Monthly
Rental.

            (b) All sums of money required to be paid by Lessee under this Lease
which are not specifically referred to as rent ("Additional Rental") shall be
considered rent although not specifically designated as such. Lessor shall have
the same remedies for nonpayment of Additional Rental as those provided herein
for the nonpayment of Base Annual Rental.

        6. REPRESENTATIONS AND WARRANTIES OF LESSOR. The representations and
warranties of Lessor contained in this Section are being made to induce Lessee
to enter into this Lease and Lessee has relied and will continue to rely upon
such representations and warranties. Lessor represents and warrants to Lessee as
of the Effective Date as follows:

            (a) ORGANIZATION, AUTHORITY AND STATUS OF LESSOR.

                                       7
<PAGE>

                (i) Lessor has been duly organized and is validly existing and
        in good standing under the laws of the State of Illinois. All necessary
        corporate action has been taken to authorize the execution, delivery and
        performance by Lessor of this Lease and the other documents, instruments
        and agreements provided for herein.

                (ii) The person who has executed this Lease on behalf of Lessor
        is duly authorized so to do.

            (b) ENFORCEABILITY. This Lease constitutes the legal, valid and
binding obligation of Lessor, enforceable against Lessor in accordance with its
terms.

        7. REPRESENTATIONS AND WARRANTIES OF LESSEE. The representations and
warranties of Lessee contained in this Section are being made to induce Lessor
to enter into this Lease and Lessor has relied, and will continue to rely, upon
such representations and warranties. Lessee represents and warrants to Lessor as
of the Effective Date as follows:

            (a) ORGANIZATION, AUTHORITY AND STATUS OF LESSEE.

                (i) Lessee has been duly organized or formed, is validly
        existing and in good standing under the laws of its state of
        incorporation or formation and is qualified to do business in any
        jurisdiction where such qualification is required. All necessary
        corporate action has been taken to authorize the execution, delivery and
        performance by Lessee of this Lease and of the other documents,
        instruments and agreements provided for herein. Lessee is not a "foreign
        corporation", "foreign partnership", "foreign trust", "foreign limited
        liability company" or "foreign estate", as those terms are defined in
        the Internal Revenue Code and the regulations promulgated thereunder.
        Lessee's United States tax identification number is correctly set forth
        on the signature page of this Lease.

                (ii) The person who has executed this Lease on behalf of Lessee
        is duly authorized to do so.

            (b) ENFORCEABILITY. This Lease constitutes the legal, valid and
binding obligation of Lessee, enforceable against Lessee in accordance with its
terms.

            (c) LITIGATION. There are no suits, actions, proceedings or
investigations pending, or, to the best of its knowledge, threatened against or
involving Lessee, any Permitted Sublessee or the Property before any arbitrator
or Governmental Authority which might reasonably result in any Material Adverse
Effect.

            (d) ABSENCE OF BREACHES OR DEFAULTS. Neither Lessee nor any of the
Permitted Sublessees is in default under any document, instrument or agreement
to which Lessee or any Permitted Sublessee is a party or by which Lessee or any
Permitted Sublessee, the Property or any of Lessee's or any Permitted
Sublessee's property is subject or bound, which default could reasonably be
expected to result in a Material Adverse Effect. The authorization, execution,
delivery and performance of this Lease and the other documents, instruments and
agreements provided for herein will not result in any breach of or default under
any document, instrument or agreement to which Lessee is a party or by which
Lessee, the Property, or any of Lessee's property is subject or bound. The
authorization, execution, delivery and performance of

                                       8
<PAGE>

this Lease and the documents, instruments and agreements provided for herein
will not violate any applicable law, statute, regulation, rule, ordinance, code,
rule or order.

            (e) LIABILITIES OF LESSOR. Lessee is not liable for any indebtedness
for money borrowed by Lessor and has not guaranteed any of the debts or
obligations of Lessor.

        8. COVENANTS. Lessee covenants to Lessor for so long as this Lease is in
effect as follows: For purposes of this Agreement, the following terms shall be
defined as set forth below:

            "CAPITAL LEASE" shall mean any lease of any property (whether real,
personal or mixed) by Lessee and any Permitted Sublessee with respect to the
Property which lease would, in conformity with GAAP, be required to be accounted
for as a capital lease on the balance sheet of Lessee. The term "Capital Lease"
shall not include any operating lease or this Lease.

            "DEBT" shall mean as directly related to the Property and the period
of determination (i) indebtedness of Lessee and the Permitted Sublessees for
borrowed money, (ii) obligations of Lessee and the Permitted Sublessees
evidenced by bonds, indentures, notes or similar instruments, (iii) obligations
of Lessee and any Permitted Sublessee to pay the deferred purchase price of
property or services, (iv) obligations of Lessee and the Permitted Sublessees
under leases which should be, in accordance with GAAP, recorded as Capital
Leases, and (v) obligations of Lessee and the Permitted Sublessees under direct
or indirect guarantees in respect of, and obligations (contingent or otherwise)
to purchase or otherwise acquire, or otherwise to assure a creditor against loss
in respect of, indebtedness or obligations of others of the kinds referred to in
clauses (i) through (iv) above. The term "Debt" shall not include Lessor's debt
with respect to the Property or otherwise.

            "DEPRECIATION AND AMORTIZATION" shall mean with respect to the
Property the depreciation and amortization accruing during any period of
determination with respect to Lessee and the Permitted Sublessees as determined
in accordance with GAAP. The term "Depreciation and Amortization" shall not
include Lessor's depreciation and amortization with respect to the Property or
otherwise.

            "EQUIPMENT PAYMENT AMOUNT" shall mean for any period of
determination the sum of all amounts payable during such period of determination
under all (i) leases entered into by Lessee and any Permitted Sublessee for
equipment located at the Property and (ii) all loans made to Lessee and any
Permitted Sublessee secured by Lessee's and Permitted Sublessee's interests in
the equipment located at the Property.

            "GROSS SALES" means the sales or other income arising from all
business conducted at the Property by Lessee and any Permitted Sublessee during
the period of determination, less sales tax paid by Lessee in connection with
the business conducted at the Property during such period.

            "INTEREST EXPENSE" shall mean for any period of determination, the
sum of all interest accrued or which should be accrued in respect of all Debt of
Lessee and Permitted Sublessees allocable to the Property and all business
operations thereon during such period

                                       9
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(including interest attributable to Capital Leases), as determined in accordance
with GAAP.

            "NET INCOME" shall mean with respect to the period of determination,
the net income or net loss of Lessee and the Permitted Sublessees allocable to
the Property. In determining the amount of Net Income, (i) adjustments shall be
made for nonrecurring gains and losses allocable to the period of determination,
(ii) deductions shall be made for, among other things, Depreciation and
Amortization, Interest Expense and Operating Lease Expense allocable to the
period of determination, and (iii) no deductions shall be made for (x) income
taxes or charges equivalent to income taxes allocable to the period of
determination, as determined in accordance with GAAP, or (y) corporate overhead
expense allocable to the period of determination.

            "OPERATING LEASE EXPENSE" shall mean the expenses incurred by Lessee
and Permitted Sublessees under any operating leases with respect to the Property
(including this Lease) and the business operations thereon during the period of
determination, as determined in accordance with GAAP.

            (a) NONCONSOLIDATION COVENANTS.

            Lessee will not assume liability for any indebtedness for money
borrowed by Lessor and does not, and will not, guarantee any of the debts or
obligations of Lessor. Lessee will not hold itself out as being liable for any
obligations or indebtedness of Lessor.

                                       10
<PAGE>

                (i) Lessee shall not and shall use its best efforts to cause its
        affiliates not to hold Lessor out to the public or to any individual
        creditors as being a unified entity with assets and liabilities in
        common with Lessee.

                (ii) Lessee shall conduct its business so as not to mislead
        others as to the separate identity of Lessor, and particularly will
        avoid the appearance of conducting business on behalf of Lessor. Without
        limiting the generality of the foregoing, no oral and written
        communications of Lessee, including, without limitation, letters,
        invoices, purchase orders, contracts, statements and loan applications,
        will be made in the name of Lessor which to the extent that to do
        otherwise would materially bear upon the maintenance of Lessor's
        separate identity.

                (iii) Lessee will not act in Lessor's name.

                (iv) Where necessary and appropriate, Lessee shall disclose the
        independent business status of Lessor to creditors of Lessee, if any.

                (v) The resolutions, agreements and other instruments of Lessee,
        if any, underlying the transactions described in this Lease will be
        maintained by Lessee.

                (vi) All transactions between Lessee and Lessor will be no less
        fair to each party than they could obtain on an arm's-length basis.

                (vii) The books, records and accounts of Lessee shall at all
        times be maintained in a manner permitting the assets and liabilities of
        Lessor to be easily separated and readily ascertained from those of
        Lessee.

                (viii) Lessee will not direct, or otherwise control, the ongoing
        business decisions of Lessor.

                (ix) Lessee will not file or cause to be filed a voluntary or
        involuntary petition in bankruptcy on behalf of or against Lessor.

            (b) TRANSFER AND PARTICIPATION COVENANTS.

                (i) Lessee agrees to cooperate and to cause the Permitted
        Sublessees to cooperate, in good faith with Lessor and Lender in
        connection with any Transfer and/or Participation of any of the Notes,
        Mortgages and/or any of the Loan Documents, or any or all servicing
        rights with respect thereto, including, without limitation, (x)
        providing such documents, financial and other data, and other
        information and materials (the "Disclosures") which would typically be
        required with respect to Lessee and Permitted Sublessees by a purchaser,
        transferee, assignee, servicer, participant, investor or rating agency
        involved with respect to such Transfer and/or Participation as
        applicable; provided, however, Lessee shall not be required to make
        Disclosures of any confidential information or any information which has
        not previously been made public unless required by applicable federal or
        state securities laws; and (y) amending the terms of this Lease to the
        extent necessary so as to satisfy the requirements of purchasers,
        transferees, assignees, servicers, participants, investors or selected
        rating agencies involved in any

                                       11
<PAGE>

        such Transfer or Participation so long as such amendments would not
        increase the Base Annual Rental or Additional Rental required to be paid
        under this Lease or have a material adverse effect upon Lessee or the
        transactions contemplated by this Lease.

                (ii) Lessee consents to Lessor and Lender providing the
        Disclosures, as well as any other information which Lessor and Lender
        may now have or hereafter acquire with respect to the Property or the
        financial condition of Lessee to each purchaser, transferee, assignee,
        servicer, participant, investor or rating agency involved with respect
        to such Transfer and/or Participation, as applicable. Lessee shall pay
        its own attorney fees and other out-of-pocket expenses incurred in
        connection with the performance of its obligations under this Section
        8.B.

            (c) COMPLIANCE CERTIFICATE. Within 60 days after the end of each
fiscal year of Lessee, Lessee and Permitted Sublessees shall deliver to Lessor
such compliance certificates as Lessor may reasonably require in order to
establish that Lessee and Permitted Sublessees are in compliance in all material
respects with all of the obligations, duties and covenants imposed pursuant to
Section 8.

        9. RENTALS TO BE NET TO LESSOR. The Base Annual Rental payable hereunder
shall be net to Lessor, so that this Lease shall yield to Lessor the rentals
specified during the Lease Term, and that all costs, expenses and obligations of
every kind and nature whatsoever relating to the Property shall be performed and
paid by Lessee.

        10. TAXES AND ASSESSMENTS. Lessee shall pay, or shall cause the
Permitted Sublessees to pay, prior to the earlier of delinquency or the accrual
of interest on the unpaid balance, all taxes and assessments of every type or
nature assessed against, imposed upon or arising with respect to Lessor, the
Property, this Lease, the rental or other payments due under this Lease or
Lessee during the Lease Term which affect in any manner the net return realized
by Lessor under this Lease, including, without limitation, the following:

            (a) All taxes and assessments upon the Property or any part thereof
and upon any Personalty, whether belonging to Lessor, Lessee or any Permitted
Sublessee, or any tax or charge levied in lieu of such taxes and assessments;

            (b) All taxes, charges, license fees and or similar fees imposed by
reason of the use of the Property by Lessee and the Permitted Sublessees; and

            (c) All excise, transaction, privilege, license, sales, use and
other taxes upon the rental or other payments due under this Lease, the
leasehold estate of either party or the activities of either party pursuant to
this Lease.

        Notwithstanding the foregoing, but without limiting the preceding
obligation of Lessee to pay and cause to be paid all taxes which are imposed on
the rental or other payments due under this Lease, in no event will Lessee be
required to pay any net income taxes (i.e., taxes which are determined taking
into account deductions for depreciation, interest, taxes and ordinary and
necessary business expenses) or franchise taxes of Lessor (unless imposed in
lieu of other taxes that would otherwise be the obligation of Lessee under this
Lease, including, without limitation, any "gross receipts tax" or any similar
tax based upon gross income or receipts of Lessor with respect to this Lease
which does not take into account deductions from depreciation, interest, taxes
and/or ordinary or necessary business expenses), any transfer taxes of Lessor,
or any tax imposed with

                                       12
<PAGE>

respect to the sale, exchange or other disposition by Lessor, in whole or in
part, of the Property or Lessor's interest in this Lease (other than transfer or
recordation taxes imposed in connection with the transfer of the Property to
Lessee, the substitution of a Substitute Property or the termination of this
Lease pursuant to the provisions of this Lease).

        All taxing authorities shall be instructed to send all tax and
assessment invoices to Lessee and Lessee shall promptly provide Lessor and
Lender with copies of all tax and assessment invoices received by Lessee. Upon
request, Lessee shall also provide Lessor and Lender with evidence that such
invoices were paid in a timely fashion. Lessee may, at its own expense, contest
or cause to be contested (in the case of any item involving more than $1,000.00,
after prior written notice to Lessor), by appropriate legal proceedings
conducted in good faith and with due diligence, the amount or validity or
application, in whole or in part, of any item specified in this Section or lien
therefor, provided that (i) such proceeding shall suspend the collection thereof
from the Property or any interest therein, (ii) neither the Property nor any
interest therein would be in any danger of being sold, forfeited or lost by
reason of such proceedings, (iii) no Event of Default has occurred, and (iv)
Lessee shall have deposited with Lessor adequate reserves for the payment of the
taxes, together with all interest and penalties thereon, unless paid in full
under protest, or Lessee shall have furnished the security as may be required in
the proceeding or as may be required by Lessor to ensure payment of any
contested taxes.

        11. UTILITIES. Lessee and the applicable Permitted Sublessee shall
contract, in their own name, for and pay when due all charges for the connection
and use of water, gas, electricity, telephone, garbage collection, sewer use and
other utility services supplied to the Property during the Lease Term. Under no
circumstances shall Lessor be responsible for any interruption of any utility
service.

        12. INSURANCE. Throughout the Lease Term, Lessee shall maintain and
cause the Permitted Sublessees to maintain with respect to the Property, at
their sole expense, the types and amounts of insurance specified in the Loan
Documents:

        13. TAX AND INSURANCE IMPOUND. Upon the occurrence of an Event of
Default, Lessor may require Lessee to pay to Lessor sums which will provide an
impound account (which shall not be deemed a trust fund) for paying up to the
next one year of taxes, assessments and/or insurance premiums for the Property.
Upon such requirement, Lessor will estimate the amounts needed for such purposes
and will notify Lessee to pay the same to Lessor in equal monthly installments,
as nearly as practicable, in addition to all other sums due under this Lease.
Should additional funds be required at any time, Lessee shall pay the same to
Lessor on demand. Lessee shall advise Lessor of all taxes and insurance bills
which are due and shall cooperate fully with Lessor in assuring that the same
are paid timely. Lessor may deposit all impounded funds in accounts insured by
any federal or state agency and may commingle such funds with other funds and
accounts of Lessor. Interest or other gains from such funds, if any, shall be
the sole property of Lessor. In the event of any default by Lessee, Lessor may
apply all impounded funds against any sums due from Lessee to Lessor. Lessor
shall give to Lessee an annual accounting showing all credits and debits to and
from such impounded funds received

                                       13
<PAGE>

from Lessee.

        14. PAYMENT OF RENTAL AND OTHER SUMS. All rental and other sums which
Lessee is required to pay hereunder shall be the unconditional obligation of
Lessee and shall be payable in full when due without any setoff, abatement,
deferment, deduction or counterclaim whatsoever. Upon execution of this Lease,
Lessee shall establish arrangements whereby payments of the Base Monthly Rental
and impound payments, if any, are transferred by Automated Clearing House Debit
directly from Lessee's bank account to such account as Lender may designate,
provided, however, that Lender shall immediately refund to Lessor the difference
between the amount received by Lender hereunder and any amounts required to be
paid by Lessor to Lender pursuant to the Loan Documents. Any delinquent payment
(that is, any payment not made within five calendar days after the date when
due) shall, in addition to any other remedy of Lessor, incur a late charge of 5%
(which late charge is intended to compensate Lessor for the cost of handling and
processing such delinquent payment and should not be considered interest) and
bear interest at the Default Rate, such interest to be computed from and
including the date such payment was due through and including the date of the
payment; provided, however, in no event shall Lessee be obligated to pay a sum
of late charge and interest higher than the maximum legal rate then in effect.

        15. USE. Lessee and the Permitted Sublessees shall occupy the Property
promptly following the Effective Date and, except during periods when the
Property is untenantable by reason of fire or other casualty or condemnation
(provided, however, during all such periods while the Property is untenantable,
Lessee shall strictly comply with the terms and conditions of Section 21 of this
Lease).

            Lessee shall not, by itself or through any assignment, sublease or
other type of transfer, convert the Property to a use other than a Permitted
Facility during the Lease Term without Lessor's consent, which consent shall not
be unreasonably withheld or delayed. Lessor may consider any or all of the
following in determining whether to grant its consent, without being deemed to
be unreasonable: (i) whether the rental paid to Lessor would be equal to or
greater than the anticipated rental assuming continued existing use, (ii)
whether the proposed rental to be paid to Lessor is reasonable considering the
converted use of the Property and the customary rental prevailing in the
community for such use, (iii) whether the converted use will be consistent with
the highest and best use of the Property, and (iv) whether the converted use
will increase Lessor's risks or decrease the value of the Property.

        16. COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES.

            (a) Lessee's and the Permitted Sublessees' use and occupation of the
Property, and the condition thereof, shall, at Lessee's and the Permitted
Sublessees' sole cost and expense, comply in all material respects with all
Applicable Regulations and all restrictions, covenants and encumbrances of
record with respect to the Property. In addition to the other requirements of
this Section, Lessee shall, at all times throughout the Lease Term, comply with
and cause the Permitted Sublessees to comply with all Applicable Regulations,
including, without limitation, in connection with any maintenance, repairs and
replacements of the Property undertaken by Lessee as required by Section 17 of
this Lease.

                                       14
<PAGE>

            (b) Lessee will not permit any act or condition to exist on or about
the Property which will increase any insurance rate thereon, except when such
acts are required in the normal course of business and Lessee shall pay for such
increase.

            (c) Without limiting the generality of the other provisions of this
Section, Lessee agrees that it shall be responsible for complying in all
respects with and causing compliance in all respects with the Americans with
Disabilities Act of 1990, as such act may be amended from time to time, and all
regulations promulgated thereunder (collectively, the "ADA"), as it affects the
Property, including, but not limited to, making required "readily achievable"
changes to remove any architectural or communications barriers, and providing
auxiliary aides and services within the Property. Lessee further agrees that any
and all alterations made to the Property during the Lease Term will comply with
the requirements of the ADA. All plans for alterations which must be submitted
to Lessor under the provisions of Section 18 must include a statement from a
licensed architect or engineer certifying that they have reviewed the plans, and
that the plans substantially comply with all applicable provisions of the ADA.
Any subsequent approval or consent to the plans by Lessor shall not be deemed to
be a representation of Lessor's part that the plans comply with the ADA, which
obligation shall remain with Lessee. Lessee agrees that it will defend,
indemnify and hold harmless the Indemnified Parties from and against any and all
Losses caused by, incurred or resulting from Lessee's failure to comply with its
obligations under this Section.

            (d) Lessee represents and warrants to Lessor, as of the Effective
Date, to Lessee's knowledge and except as disclosed in the Questionnaires:

                (i) Neither the Property nor Lessee are in violation of, or
        subject to, any pending or threatened investigation or inquiry by any
        Governmental Authority or to any remedial obligations under any
        Environmental Laws, and this representation and warranty would continue
        to be true and correct following disclosure to the applicable
        Governmental Authorities of all relevant facts, conditions and
        circumstances, if any, pertaining to the Property.

                (ii) No permits, licenses or similar authorizations to
        construct, occupy, operate or use any buildings, improvements, fixtures
        and equipment forming a part of the Property by reason of any
        Environmental Laws have been obtained or are required to be obtained,
        except for such permits, licenses or authorizations the failure of which
        to obtain could reasonably be expected to have a Material Adverse
        Effect.

                (iii) No Hazardous Materials have been used, handled,
        manufactured, generated, produced, stored, treated, processed,
        transferred, disposed of or otherwise Released in, on, under, from or
        about the Property, except in De Minimis Amounts.


                (iv) The Property does not contain Hazardous Materials, other
        than in De Minimis Amounts, or underground storage tanks.

                (v) There is no threat of any Release migrating to the Property.

                (vi) There is no past or present non-compliance with
        Environmental Laws, or with permits issued pursuant thereto, in
        connection with the Property which

                                       15
<PAGE>

        could reasonably be expected to have a material adverse effect.

                (vii) Lessee has not received any written or oral notice or
        other communication from any person or entity (including but not limited
        to a Governmental Authority) relating to Hazardous Materials or
        Remediation thereof, of possible liability of any person or entity
        pursuant to any Environmental Law, other environmental conditions in
        connection with the Property, or any actual or potential administrative
        or judicial proceedings in connection with any of the foregoing, in each
        case with respect to a condition or event that could reasonably be
        expected to have a Material Adverse Effect.

                (viii) Lessee has truthfully and fully provided to Lessor, in
        writing, any and all information relating to environmental conditions
        in, on, under or from the Property that is known to Lessee and that is
        contained in Lessee's files and records, including but not limited to
        any reports relating to Hazardous Materials in, on, under to or from the
        Property.

                (ix) All uses and operations on or of the Property, whether by
        Lessee or any other person or entity, have been in compliance with all
        Environmental Laws and permits issued pursuant thereto, except for such
        non-compliance which could not reasonably be expected to have a Material
        Adverse Effect; there have been no Releases in, on, under to or from the
        Property, except in De Minimis Amounts; there are no Hazardous Materials
        in, on, or under or to Lessee's knowledge, migrating to the Property,
        except in De Minimis Amounts; and the Property has been kept free and
        clear of all liens and other encumbrances imposed pursuant to any
        Environmental Law (the "Environmental Liens"). Lessee has not allowed
        any tenant or other user of the Property to do any act that materially
        increased the dangers to human health or the environment, posed an
        unreasonable risk of harm to any person or entity (whether on or off the
        Property), impaired the value of the Property, is contrary to any
        requirement of any insurer, constituted a public or private nuisance,
        constituted waste, or violated any covenant, condition, agreement or
        easement applicable to the Property.

            (e) Lessee covenants to Lessor during the Lease Term that: (i) the
Property shall not be in violation of or subject to any investigation or inquiry
by any Governmental Authority or to any remedial or other obligations under any
Environmental Laws, except for such violations or investigations or inquiries
which relate to Hazardous Materials in De Minimis Amounts which are or will be
handled in accordance with applicable law. If any such investigation or inquiry
is initiated, Lessee shall promptly notify Lessor; (ii) all uses and operations
on or of the Property, whether by Lessee, a Permitted Sublessee or any other
person or entity, shall be in compliance with all Environmental Laws and permits
issued pursuant thereto; (iii) there shall be no Releases in, on, under or from
the Property, except in De Minimis Amounts; (iv) there shall be no Hazardous
Materials in, on, or under the Property, except in De Minimis Amounts; (v)
Lessee shall keep the Property free and clear of all Environmental Liens,
whether due to any act or omission of Lessee or any other person or entity; (vi)
Lessee shall, at its sole cost and expense, fully and expeditiously cooperate in
all activities pursuant to subsection F below, including but not limited to
providing all relevant information and making knowledgeable persons available
for interviews; (vii) Lessee shall, at its sole cost and expense, perform any
environmental site assessment or other investigation of environmental conditions
in

                                       16
<PAGE>

connection with the Property as may be reasonably requested by Lessor and where
there is an independent reasonable reason to perform such investigation
(including but not limited to sampling, testing and analysis of soil, water,
air, building materials and other materials and substances whether solid, liquid
or gas), and share with Lessor the reports and other results thereof, and Lessor
and the other Indemnified Parties shall be entitled to rely on such reports and
other results thereof; (viii) Lessee shall, at its sole cost and expense, comply
with all reasonable written requests of Lessor to (1) reasonably effectuate
Remediation of any condition (including but not limited to a Release) in, on,
under or from the Property where such Remediation is required under applicable
Environmental Law; (2) comply with any Environmental Law; (3) comply with any
directive from any Governmental Authority; and (4) take any other reasonable
action necessary or appropriate for protection of human health or the
environment where such Remediation is required under applicable Environmental
Law; (ix) Lessee shall not do or allow any Permitted Sublessee or any other
tenant or other user of the Property to do any act that materially increases the
dangers to human health or the environment, poses an unreasonable risk of harm
to any person or entity (whether on or off the Property), impairs or may impair
the value of the Property, is contrary to any requirement of any insurer or
Lender, constitutes a public or private nuisance, constitutes waste, or violates
any covenant, condition, agreement or easement applicable to the Property; and
(x) Lessee shall immediately notify Lessor in writing of (A) any presence of
Releases or Threatened Releases in, on, under, from or migrating towards the
Property; (B) any non-compliance with any Environmental Laws related in any way
to any of the Property; (C) any actual Environmental Lien; (D) any required or
proposed Remediation of environmental conditions relating to the Property; and
(E) any written or oral notice or other communication of which Lessee becomes
aware from any source whatsoever (including but not limited to a Governmental
Authority) relating in any way to Hazardous Materials or Remediation thereof,
possible liability of any person or entity pursuant to any Environmental Law,
other environmental conditions in connection with the Property, or any actual or
potential administrative or judicial proceedings in connection with anything
referred to in this Section.

            (f) Lessor, Lender and any other person or entity designated by
Lessor, including but not limited to any receiver, any representative of a
Governmental Authority, and any environmental consultant, shall have the right,
after five Business Days' prior written notice to Lessee (except that in the
event of an emergency no such prior notice shall be required) but not the
obligation, to enter upon the Property at all reasonable times (including,
without limitation, in connection with any Participation or Transfer or in
connection with a proposed sale or conveyance of the Property or a proposed
financing or refinancing secured by the Property or in connection with the
exercise of any remedies set forth in this Lease, the Mortgages or the other
Loan Documents, as applicable) to assess any and all aspects of the
environmental condition of the Property and its use, including but not limited
to conducting any environmental assessment or audit (the scope of which shall be
determined in the sole and absolute discretion of the party conducting the
assessment but which events shall be reasonable and in proportion to the
environmental conditions at the property) and taking samples of soil,
groundwater or other water, air, or building materials, and conducting other
invasive testing; provided, however, that any such persons (except in
emergencies) shall use reasonable efforts to undertake any such assessments or
investigations so as to minimize the impact on business operations at the
Property. Lessee shall cooperate with and provide access to Lessor, Lender and
any other person or entity designated by Lessor. Any such assessment and
investigation shall be at Lessee's sole cost and expense.

                                       17
<PAGE>

            (g) Lessee shall, at its sole cost and expense, protect, defend,
indemnify, release and hold harmless each of the Indemnified Parties for, from
and against any and all Losses (excluding Losses suffered by an Indemnified
Party directly arising out of such Indemnified Party's gross negligence or
willful misconduct; provided, however, that the term "gross negligence" shall
not include gross negligence imputed as a matter of law to any of the
Indemnified Parties solely by reason of the Lessor's interest in the Property or
Lessor's failure to act in respect of matters which are or were the obligation
of Lessee under this Lease) and costs of Remediation (whether or not performed
voluntarily), engineers' fees, environmental consultants' fees, and costs of
investigation (including but not limited to sampling, testing, and analysis of
soil, water, air, building materials and other materials and substances whether
solid, liquid or gas) imposed upon or incurred by or asserted against any
Indemnified Parties, and directly or indirectly arising out of or in any way
relating to any one or more of the following: (i) any presence of any Hazardous
Materials in, on, above, under or from the Property; (ii) any past or present
Release or Threatened Release in, on, above, under or from the Property; (iii)
any activity by Lessee, a Permitted Sublessee, any person or entity affiliated
with Lessee or a Permitted Sublessee or any other tenant or other user of the
Property in connection with any actual, proposed or threatened use, treatment,
storage, holding, existence, disposition or other Release, generation,
production, manufacturing, processing, refining, control, management, abatement,
removal, handling, transfer or transportation to or from the Property of any
Hazardous Materials at any time located in, under, on or above the Property;
(iv) any activity by Lessee, a Permitted Sublessee, any person or entity
affiliated with Lessee or a Permitted Sublessee or any other tenant or other
user of the Property in connection with any actual or proposed Remediation of
any Hazardous Materials at any time located in, under, on or above the Property,
whether or not such Remediation is voluntary or pursuant to court or
administrative order, including but not limited to any removal, remedial or
corrective action; (v) any non-compliance or violations of any Environmental
Laws (or permits issued pursuant to any Environmental Law) in connection with
the Property or operations thereon, including but not limited to any failure by
Lessee, a Permitted Sublessee, any person or entity affiliated with Lessee or a
Permitted Sublessee or any other tenant or other user of the Property to comply
with any order of any Governmental Authority in connection with any
Environmental Laws; (vi) the imposition, recording or filing of any
Environmental Lien encumbering the Property; (vii) any administrative processes
or proceedings or judicial proceedings in any way connected with any matter
addressed in this Section; (viii) any Remediation required pursuant to
Environmental Laws relating to injury to, destruction of or loss of natural
resources in any way connected with the Property, including but not limited to
costs to investigate and assess such injury, destruction or loss; (ix) any acts
of Lessee, a Permitted Sublessee, any person or entity affiliated with Lessee or
a Permitted Sublessee or any other tenant or user of the Property in arranging
for disposal or treatment, or arranging with a transporter for transport for
disposal or treatment, of Hazardous Materials owned or possessed by Lessee, a
Permitted Sublessee, any person or entity affiliated with Lessee or a Permitted
Sublessee or any other tenant or user of the Property, at any facility or
incineration vessel owned or operated by another person or entity and containing
such or similar Hazardous Materials; (x) any acts of Lessee, a Permitted
Sublessee, any person or entity affiliated with Lessee or a Permitted Sublessee
or any other tenant or user of the Property, in accepting any Hazardous
Materials for transport to disposal or treatment facilities, incineration
vessels or sites selected by Lessee, a Permitted Sublessee, any person or entity
affiliated with Lessee or a Permitted Sublessee or any other tenant or user of
the Property, from which there is a

                                       18
<PAGE>

Release, or a Threatened Release of any Hazardous Materials which causes the
incurrence of costs for Remediation; (xi) any personal injury, wrongful death,
or property damage arising under any statutory or common law or tort law theory,
relating to the use or presence of Hazardous Materials at the Property; and
(xii) any misrepresentation or inaccuracy in any representation or warranty or
material breach or failure to perform any covenants or other obligations
pursuant to this Section.

            (h) The obligations of Lessee and the rights and remedies of the
Indemnified Parties under the foregoing subsections D through G shall survive
the termination, expiration and/or release of this Lease.

        17. CONDITION OF PROPERTIES; MAINTENANCE. Lessee, at its own expense,
will maintain and cause the Permitted Sublessees to maintain all parts of the
Property in good repair and sound condition, except for ordinary wear and tear,
and will take all action and will make all structural and non-structural,
foreseen and unforeseen and ordinary and extraordinary changes and repairs or
replacements which may be required to keep all parts of the Property in good
repair and sound condition. Lessee waives any right to (i) require Lessor to
maintain, repair or rebuild all or any part of the Property or (ii) make repairs
at the expense of Lessor, pursuant to any Applicable Regulations at any time in
effect.

        18. WASTE; ALTERATIONS AND IMPROVEMENTS. Neither Lessee nor any
Permitted Sublessee shall commit actual or constructive waste upon the Property.
Neither Lessee nor any Permitted Sublessee shall alter the exterior, structural,
plumbing or electrical elements of the Property in any manner without the
consent of Lessor, which consent shall not be unreasonably withheld, conditioned
or delayed (it being understood and agreed that to the extent Lessor is required
to obtain the approval of Lender with respect to any such alterations, Lessor
shall in no event be deemed to have unreasonably withheld Lessor's approval
thereof if Lender shall not have given its approval if required); provided,
however, Lessee or a Permitted Sublessee may undertake nonstructural alterations
to the Property costing less than $50,000.00 without Lessor's consent. If
Lessor's consent is required hereunder and Lessor consents to the making of any
such alterations, the same shall be made according to plans and specifications
approved by Lessor and subject to such other conditions as Lessor shall require.
All alterations shall be made by Lessee or a Permitted Sublessee shall be at
their sole expense by licensed contractors and in accordance with all applicable
laws governing such alterations. Any work at any time commenced by Lessee or a
Permitted Sublessee on the Property shall be prosecuted diligently to
completion, shall be of good workmanship and materials and shall comply fully
with all the terms of this Lease. Upon completion of any alterations, Lessee
shall promptly provide Lessor with (i) evidence of full payment to all laborers
and materialmen contributing to the alterations, (ii) to the extent Lessor is
required to preapprove plans and specifications for such alterations, an
architect's certificate certifying the alterations to have been completed in
conformity with the plans and specifications, (iii) a certificate of occupancy
(if the alterations are of such a nature as would require the issuance of a
certificate of occupancy), and (iv) any other documents or information
reasonably requested by Lessor. Any addition to or alteration of the Property
shall automatically be deemed a part of the Property and belong to Lessor, and
Lessee and the applicable Permitted Sublessee shall execute and deliver to
Lessor such instruments as Lessor may require to evidence the ownership by
Lessor of such addition or alteration. Lessee and the applicable Permitted
Sublessee shall execute and file or record, as appropriate, a "Notice

                                       19
<PAGE>

of Non-Responsibility," or any equivalent notice permitted under applicable law
in the state where the Property is located.

            19. INDEMNIFICATION. Lessee shall indemnify, protect, defend and
hold harmless each of the Indemnified Parties from and against any and all
Losses (excluding Losses suffered by an Indemnified Party arising out of the
gross negligence or willful misconduct of such Indemnified Party; provided,
however, that the term "gross negligence" shall not include gross negligence
imputed as a matter of law to any of the Indemnified Parties solely by reason of
the Lessor's interest in the Property or Lessor's failure to act in respect of
matters which are or were the obligation of Lessee under this Lease) caused by,
incurred or resulting from Lessee's or any Permitted Sublessee's operations of
or relating in any manner to the Property, whether relating to their original
design or construction, latent defects, alteration, maintenance, use by Lessee,
any Permitted Sublessee or any person thereon, supervision or otherwise, or from
any breach of, default under, or failure to perform, any term or provision of
this Lease by Lessee, its officers, employees, agents or other persons, or to
which any Indemnified Party is subject because of Lessor's interest in the
Property, including, without limitation, Losses arising from (1) any accident,
injury to or death of any person or loss of or damage to property occurring in,
on or about the Property or portion thereof or on the adjoining sidewalks,
curbs, parking areas, streets or ways, (2) any use, non-use or condition in, on
or about, or possession, alteration, repair, operation, maintenance or
management of, the Property or any portion thereof or on the adjoining
sidewalks, curbs, parking areas, streets or ways, (3) any representation or
warranty made herein by Lessee, in any certificate delivered in connection
herewith or in any other agreement to which Lessee is a party or pursuant
thereto being false or misleading in any material respect as of the date of such
representation or warranty was made, (4) performance of any labor or services or
the furnishing of any materials or other property in respect to the Property or
any portion thereof, (5) any taxes, assessments or other charges which Lessee is
required to pay or cause to be paid under Section 10, (6) any lien, encumbrance
or claim arising on or against the Property or any portion thereof under any
Applicable Regulation or otherwise which Lessee is obligated hereunder to remove
and discharge or cause to be removed or discharged, or the failure to comply
with any Applicable Regulation, (7) the claims of any invitees, patrons,
licensees or subtenants of all or any portion of the Property or any Person
acting through or under Lessee or any Permitted Sublessee or otherwise acting
under or as a consequence of this Lease or any sublease, (8) any act or omission
of Lessee or any Permitted Sublessee or their agents, contractors, licensees,
subtenants or invitees, and (9) any contest referred to in Section 10. It is
expressly understood and agreed that Lessee's obligations under this Section
shall survive the expiration or earlier termination of this Lease for any
reason.

        20. QUIET ENJOYMENT. So long as Lessee shall pay the rental and other
sums herein provided and shall keep and perform all of the terms, covenants and
conditions on its part herein contained, Lessee shall have, subject and
subordinate to Lessor's rights herein, the right to the peaceful and quiet
occupancy of the Property. Notwithstanding the foregoing, however, in no event
shall Lessee be entitled to bring any action against Lessor to enforce its
rights hereunder if an Event of Default shall have occurred and be continuing.

        21. CONDEMNATION OR DESTRUCTION.

            (a) In the event of a taking of all or any part of the Property for
any public or

                                       20
<PAGE>

quasi-public purpose by any lawful power or authority by exercise of the right
of condemnation or eminent domain or by agreement between Lessor, Lessee and
those authorized to exercise such right ("Taking") or the commencement of any
proceedings or negotiations which might result in a Taking or any damage to or
destruction of the Property or any part thereof (a "Casualty"), Lessee will
promptly give written notice thereof to Lessor, generally describing the nature
and extent of such Taking, proceedings, negotiations or Casualty and including
copies of any documents or notices received in connection therewith. Thereafter,
Lessee shall promptly send Lessor copies of all correspondence and pleadings
relating to any such Taking, proceedings, negotiations or Casualty. During all
periods of time following a Casualty, Lessee shall ensure that the subject
Property is secure and does not pose any risk of harm to adjoining property
owners or occupants or third-parties.

            (b) In the event of (i) a Taking of the whole of the Property, other
than for temporary use, (ii) a Taking of substantially all of the Property
(other than for temporary use) that results in Lessee making a good faith
determination that the restoration and continued use of the remainder of the
Property as a Permitted Facility would be uneconomic (each of (i) and (ii), a
"Total Taking"), or (iii) a Casualty of substantially all of the Property that
results in Lessee making a good faith determination that the restoration and
continued use of the Property as a Permitted Facility would be uneconomic (a
"Total Casualty"), Lessor shall be entitled to receive the entire award,
insurance proceeds or payment in connection therewith without deduction for any
estate vested in Lessee by this Lease or any Permitted Sublessee by the
Permitted Subleases. Lessee hereby expressly assigns to Lessor all of its right,
title and interest in and to every such award, insurance proceeds or payment and
agrees that neither Lessee nor any Permitted Sublessee shall be entitled to any
award, insurance proceeds or payment for the value of Lessee's leasehold
interest in this Lease. Lessee shall be entitled to claim and receive any award
or payment from the condemning authority expressly granted for the taking of
Personalty, the interruption of its business and moving expenses, but only if
such claim or award does not adversely affect or interfere with the prosecution
of Lessor's claim for the Total Taking or otherwise reduce the amount
recoverable by Lessor for the Total Taking. Lessee shall be entitled to claim
and receive any insurance proceeds with respect to the Personalty, the
interruption of its business and moving expenses, but only if such claim or
proceeds does not adversely affect or interfere with the prosecution of Lessor's
claim for the Total Casualty or otherwise reduce the amount recoverable by
Lessor for the Total Casualty.

            In the event of a Total Taking or Total Casualty, Lessee shall have
the right to terminate this Lease by notice (the "Termination Notice") given to
Lessor not later than 30 days after the Total Taking or Total Casualty, as
applicable. The Termination Notice must: (i) specify a date on which this Lease
with respect to the Property shall terminate, which date shall be the last day
of a calendar month occurring not earlier than 120 days and not later than 150
days after the delivery of such notice (the "Early Termination Date"); (ii)
contain a certificate executed by the president, chief financial officer or
treasurer of Lessee which (X) describes the Total Taking or Total Casualty, (Y)
represents and warrants that either the whole of the Property has been taken, or
that substantially all of the Property has been taken and Lessee has determined
in good faith that the restoration and continued use of the remainder of the
Property as a Permitted Facility would be uneconomic, or that substantially all
of the Property has been damaged or destroyed and Lessee has determined in good
faith that the restoration and continued use of the Property as a Permitted
Facility would be uneconomic, and contains a covenant by Lessee that


                                       21
<PAGE>

neither Lessee or any Affiliate of Lessee will use such Property for a period of
2 years following the Early Termination Date; and (iii) if the Early Termination
Date shall occur prior to the commencement of any extension options which may be
exercised pursuant to Section 27, contain either (X) an irrevocable rejectable
written offer (the "Rejectable Offer") of Lessee to purchase Lessor's interest
in the Property and in the net award for such Total Taking or net insurance
proceeds for such Total Casualty, as applicable, after deducting all costs, fees
and expenses incident to the collection thereof, including all costs and
expenses incurred by Lessor and Lender in connection therewith (the "Net Award")
on the Early Termination Date for a purchase price equal to the Stipulated Loss
Value (as defined below) for the Property, or (Y) a Rejectable Substitution
Offer to substitute a Substitute Property satisfying the applicable requirements
of Section 57.A for the Property and Lessor's interest in the Net Award. As used
herein, the term "Stipulated Loss Value" shall mean the sum of (a) the product
of the percentage specified on SCHEDULE I attached hereto which corresponds to
the Early Termination Date multiplied by the Purchase Price for the Property,
plus (b) all Base Annual Rental, Additional Rental and other sums and
obligations then due and payable under this Lease, plus (c) in the event of a
Total Casualty only, the Prepayment Charge corresponding to the Property. In the
event of a termination of this Lease with respect to the Property pursuant to
this Section 21.B which does not involve the acceptance (or deemed acceptance)
of a Rejectable Substitution Offer, the Base Annual Rental then in effect shall
be reduced by an amount equal to the product of (x) the Applicable Rent
Reduction Percentage for the Property, and (y) the Base Annual Rental then in
effect.

            If the Early Termination Date shall occur prior to the commencement
of any extension options which may be exercised pursuant to Section 27, Lessor
shall have 90 days from the delivery of the Termination Notice to deliver to
Lessee written notice of its election to either accept or reject any Rejectable
Offer or Rejectable Substitution Offer contained in the Termination Notice.
Lessor's failure to deliver such notice within such time period shall be deemed
to constitute Lessor's acceptance of the applicable Rejectable Offer or
Rejectable Substitution Offer. If the Mortgage corresponding to such Property is
still outstanding, any Rejectable Offer or Rejectable Substitution Offer by
Lessor shall be deemed rejected unless it is consented to in writing by the
Lender and such written consent is delivered to Lessee within such 90-day
period.

            If Lessor accepts the Rejectable Offer or is deemed to have accepted
the Rejectable Offer and if, while the Mortgage corresponding to the Property is
still outstanding, Lender consents in writing (and such written consent
delivered to Lessee within the applicable 90-day period) the Rejectable Offer,
then, on the Early Termination Date, Lessor shall sell and convey, and Lessee
shall purchase for the Stipulated Loss Value, Lessor's interest in the Property
and the Net Award. Lessee's obligations under this Lease with respect to the
Property shall not be terminated until the applicable Stipulated Loss Value is
paid in full. Upon such payment, (i) Lessor shall convey the Property to Lessee
"as-is" by quit-claim deed, subject to all matters of record (except for the
Mortgage corresponding to the Property and any other consensual liens granted by
Lessor other than those granted by Lessor at the request of Lessee), and without
representation or warranty, and (ii) all obligations of either party hereunder
with respect to the Property shall cease as of the Early Termination Date,
provided, however, Lessee's obligations to the Indemnified Parties under any
indemnification provisions of this Lease with respect to the Property
(including, without limitation, Sections 16 and 19) and Lessee's obligations to
pay any

                                       22
<PAGE>

sums (whether payable to Lessor or a third party) accruing under this
Lease with respect to the Property prior to the Early Termination Date shall
survive the termination of this Lease with respect to the Property.

            If Lessor accepts the Rejectable Substitution Offer or is deemed to
have accepted the Rejectable Substitution Offer and if, while the Mortgage
corresponding to the Property is still outstanding, Lender consents in writing
(and such written consent is delivered, to Lessee within the applicable 90-day
period) to the Rejectable Substitution Offer, then, on the Early Termination
Date, Lessee shall complete such substitution, subject, however, to the
satisfaction of each of the applicable terms and conditions set forth in Section
57. Upon such substitution (i) Lessee shall be entitled to claim and receive the
Net Award and (ii) all obligations of either party hereunder with respect to the
Property being replaced shall cease as of the Early Termination Date, provided,
however, Lessee's obligations to the Indemnified Parties under any
indemnification provisions of this Lease with respect to the Property
(including, without limitation, Sections 16 and 19) and Lessee's obligations to
pay any sums (whether payable to Lessor or a third party) accruing under this
Lease with respect to the Property prior to the Early Termination Date shall
survive the termination of this Lease with respect to the Property.

            Lessee shall be solely responsible for the payment of all costs and
expenses incurred in connection with the conveyance of a Property to Lessee
pursuant to this Section 21, including, without limitation, to the extent
applicable, the cost of title insurance, survey charges, stamp taxes, mortgage
taxes, transfer taxes, charges and fees, escrow and recording fees, water
certification charges and costs, transaction taxes, taxes imposed on Lessor as a
result of such conveyance, taxes imposed in connection with the transfer of a
Property to Lessee or the termination of this Lease with respect to a Property
pursuant to the provisions of this Section 21, Lessee's attorneys' fees and the
reasonable attorneys' fees and expenses of counsel to Lessor and Lender.

            If Lessor rejects the Rejectable Offer or Rejectable Substitution
Offer or, as long as the Mortgage corresponding to the Property subject to such
Rejectable Offer or Rejectable Substitution Offer is still outstanding, Lender
has not consented in writing (and such written consent delivered to Lessee
within the applicable 90-day period) to the Rejectable Offer or Rejectable
Substitution Offer, or if the Early Termination Date shall occur after the
commencement of any extension options exercised pursuant to Section 27, then (i)
the Net Award shall be paid to and belong to Lessor, (ii) on the Early
Termination Date, Lessee shall pay to Lessor all Base Annual Rental, Additional
Rental and other sums and obligations then due and payable under this Lease, and
(iii) all obligations of either party hereunder shall cease as of the Early
Termination Date with respect to the Property, provided, however, Lessee's
obligations to the Indemnified Parties with respect to the Property under any
indemnification provisions of this Lease with respect to the Property
(including, without limitation, Sections 16 and 19) and Lessee's obligations to
pay any sums (whether payable to Lessor or a third party) accruing under this
Lease with respect to the Property prior to the Early Termination Date shall
survive the termination of this Lease.

            (c) In the event of a Taking of all or any part of the Property for
a temporary use ("Temporary Taking"), this Lease shall remain in full force and
effect without any reduction

                                       23
<PAGE>

of Base Annual Rental, Additional Rental or any other sum payable hereunder.
Except as provided below, Lessee shall be entitled to the entire award for a
Temporary Taking, whether paid by damages, rent or otherwise, unless the period
of occupation and use by the condemning authorities shall extend beyond the date
of expiration of this Lease, in which case the award made for such Taking shall
be apportioned between Lessor and Lessee as of the date of such expiration. At
the termination of any such Temporary Taking, Lessee will, at its own cost and
expense and pursuant to the terms of Section 18 above, promptly commence and
complete the restoration of the Property affected by such Temporary Taking;
provided, however, Lessee shall not be required to restore such Property if the
Lease Term shall expire prior to, or within one year after, the date of
termination of such Temporary Taking, and in such event Lessor shall be entitled
to recover the entire award relating to the Temporary Taking.

            (d) In the event of a Taking which is not a Total Taking or a
Temporary Taking ("Partial Taking") or of a Casualty which is not a Total
Casualty (a "Partial Casualty"), all awards, compensation or damages shall be
paid to Lessor, and Lessor shall have the option to (i) terminate this Lease,
provided that, as long as the Mortgage is still outstanding, Lessor shall have
obtained Lender's prior written consent, by notifying Lessee within 60 days
after Lessee gives Lessor notice of such Partial Casualty or that title has
vested in the taking authority or (ii) continue this Lease in effect, which
election may be evidenced by either a notice from Lessor to Lessee or Lessor's
failure to notify Lessee that Lessor has elected to terminate this Lease within
such 60-day period. Lessee shall have a period of 60 days after Lessor's notice
that it has elected to terminate this Lease during which to elect to continue
this Lease on the terms herein provided. If Lessor elects to terminate this
Lease and Lessee does not elect to continue this Lease or shall fail during such
60-day period to notify Lessor of Lessee's intent to continue this Lease, then
this Lease shall terminate as of the last day of the month during which such
period expired. Lessee shall then immediately vacate and surrender the Property,
all obligations of either party hereunder shall cease as of the date of
termination (provided, however, Lessee's obligations to the Indemnified Parties
under any indemnification provisions of this Lease (including, without
limitation, Sections 16 and 19) and Lessee's obligations to pay Base Annual
Rental, Additional Rental and all other sums (whether payable to Lessor or a
third party) accruing under this Lease prior to the date of termination shall
survive such termination) and Lessor may retain all such awards, compensation or
damages. If Lessor elects not to terminate this Lease, or if Lessor elects to
terminate this Lease but Lessee elects to continue this Lease, then this Lease
shall continue in full force and effect on the following terms: (i) all Base
Annual Rental, Additional Rental and other sums and obligations due under this
Lease shall continue unabated, and (ii) Lessee shall promptly commence and
diligently prosecute restoration of the Property to the same condition, as
nearly as practicable, as prior to such Partial Taking or Partial Casualty as
approved by Lessor. Subject to reasonable conditions for disbursement imposed by
Lessor, Lessor shall promptly make available in installments as restoration
progresses an amount up to but not exceeding the amount of any award,
compensation or damages received by Lessor after deducting all costs, fees and
expenses incident to the collection thereof, including all costs and expenses
incurred by Lessor and Lender in connection therewith (the "Net Restoration
Amount"), upon request of Lessee accompanied by evidence reasonably satisfactory
to Lessor that such amount has been paid or is due and payable and is properly a
part of such costs and that Lessee has complied with the terms of Section 18
above in connection with the restoration. Prior to the disbursement of any
portion of the Net Restoration Amount with respect to a Partial Casualty, Lessee
shall provide evidence reasonably satisfactory to Lessor of the payment of

                                       24
<PAGE>

restoration expenses by Lessee up to the amount of the insurance deductible
applicable to such Partial Casualty. Lessor shall be entitled to keep any
portion of the Net Restoration Amount which may be in excess of the cost of
restoration, subject to the rights of Lender under the Loan Documents, and
Lessee shall bear all additional costs, fees and expenses of such restoration in
excess of the Net Restoration Amount. If this Lease is terminated as a result of
a Partial Casualty, simultaneously with such termination Lessee shall pay Lessor
an amount equal to the insurance deductible applicable to such Partial Casualty.

            (e) Any loss under any property damage insurance required to be
maintained by Lessee or any Permitted Sublessee shall be adjusted by Lessor and
Lessee. Any award relating to a Total Taking or a Partial Taking shall be
adjusted by Lessor or, at Lessor's election, Lessee. Notwithstanding the
foregoing or any other provisions of this Section to the contrary, if at the
time of any Taking or any Casualty or at any time thereafter Lessee shall be in
default under this Lease and such default shall be continuing, Lessor is hereby
authorized and empowered but shall not be obligated, in the name and on behalf
of Lessee and otherwise, to file and prosecute Lessee's claim, if any, for an
award on account of such Taking or for insurance proceeds on account of such
Casualty and to collect such award or proceeds and apply the same, after
deducting all costs, fees and expenses incident to the collection thereof, to
the curing of such default and any other then existing default under this Lease
and/or to the payment of any amounts owed by Lessee to Lessor under this Lease,
in such order, priority and proportions as Lessor in its discretion shall deem
proper.

            (f) Notwithstanding the foregoing, nothing in this Section 21 shall
be construed as limiting or otherwise adversely affecting the representations,
warranties, covenants and characterizations set forth in Lease, including,
without limitation, those provisions set forth in Section 3 of this Lease.

        22. INSPECTION. Lessor and its authorized representatives shall have the
right, upon giving reasonable advance notice, to enter the Property or any part
thereof at reasonable times in order to inspect the same and make photographic
or other evidence concerning Lessee's compliance with the terms of this Lease or
in order to show the Property to prospective purchasers and lenders. Lessee
hereby waives any claim for damages for any injury or inconvenience to or
interference with Lessee's business, any loss of occupancy or quiet enjoyment of
the Property and any other loss occasioned by such entry so long as Lessor shall
have used reasonable efforts not to unreasonably interrupt Lessee's normal
business operations. Lessee shall keep and maintain and cause the Permitted
Sublessees to keep and maintain at the Property or Lessee's corporate
headquarters full, complete and appropriate books of account and records of
Lessee's business relating to the Property in accordance with GAAP. Lessee's and
Permitted Sublessees' books and records shall be open for inspection at
reasonable times and upon reasonable notice by Lessor, Lender and their
respective auditors or other authorized representatives and shall show such
information as is reasonably necessary to determine compliance with Lessor's
obligations under the Loan Documents.

        23. DEFAULT, REMEDIES AND MEASURE OF DAMAGES.

            (a) Each of the following shall be an event of default under this
Lease (each, an "Event of Default"):

                                       25
<PAGE>

                (i) If any representation or warranty of Lessee set forth in
        this Lease is false as and when made in any material respect, or if
        Lessee renders any statement or account which is false as and when made
        in any material respect;

                (ii) If any rent or other monetary sum due under this Lease is
        not paid within five days from the date when due; provided, however,
        notwithstanding the occurrence of such an Event of Default, Lessor shall
        not be entitled to exercise its remedies set forth below unless and
        until Lessor shall have given Lessee written notice thereof and a period
        of five days from the delivery of such written notice shall have elapsed
        without such Event of Default being cured;

                (iii) If Lessee fails to pay, prior to delinquency, any taxes,
        assessments or other charges, the failure of which to pay will result in
        the imposition of a lien against the Property or the rental or other
        payments due under this Lease or a claim against Lessor, unless Lessee
        is contesting such taxes, assessments or other charges in accordance
        with the provisions of Section 10 of this Lease; provided, however,
        notwithstanding the occurrence of such an Event of Default, Lessor shall
        not be entitled to exercise its remedies set forth below unless and
        until Lessor shall have given Lessee written notice thereof and a period
        of 5 days from the delivery of such written notice shall have elapsed
        without such Event of Default being cured;

                (iv) If Lessee becomes insolvent within the meaning of the Code,
        files or notifies Lessor that it intends to file a petition under the
        Code, initiates a proceeding under any similar law or statute relating
        to bankruptcy, insolvency, reorganization, winding up or adjustment of
        debts (collectively, hereinafter, an "Action"), becomes the subject of
        either a petition under the Code or an Action which is not dissolved
        within 90 days after filing, or is not generally paying its debts as the
        same become due;

                (v) If Lessee vacates or abandons the Property other than in
        accordance with the provisions of Section 15 of this Lease;

                (vi) If Lessee fails to observe or perform any of the other
        covenants, conditions or obligations of this Lease; provided, however,
        if any such failure does not involve the payment of any monetary sum, is
        not willful or intentional, does not place any rights or property of
        Lessor in immediate jeopardy, and is within the reasonable power of
        Lessee to promptly cure after receipt of notice thereof, all as
        determined by Lessor in its reasonable discretion, then such failure
        shall not constitute an Event of Default hereunder, unless otherwise
        expressly provided herein, unless and until Lessor shall have given
        Lessee notice thereof and a period of 30 days shall have elapsed, during
        which period Lessee may correct or cure such failure, upon failure of
        which an Event of Default shall be deemed to have occurred hereunder
        without further notice or demand of any kind being required. If such
        failure cannot reasonably be cured within such 30 day period, as
        determined by Lessor in its reasonable discretion, and Lessee is
        diligently pursuing a cure of such failure, then Lessee shall have a
        reasonable period to cure such failure beyond such 30 day period, which
        shall in no event exceed 90 days after receiving notice of such failure
        from Lessor. If Lessee shall fail to correct or cure such failure within
        such 90-day period, an Event of Default shall be deemed to have occurred

                                       26
<PAGE>

        hereunder without further notice or demand of any kind being required;

                (vii) If there is an "Event of Default" or a breach or default,
        after the passage of all applicable notice and cure or grace periods,
        under any other Sale-Leaseback Document, any of the Other Agreements or
        any of the Permitted Subleases;

                (viii) If a final, nonappealable judgment is rendered by a court
        against Lessee which has a material adverse effect on either the ability
        to conduct business at the Property for its intended use or Lessee's
        ability to perform its obligations under this Lease, or is in the amount
        of $1,000,000.00 or more that is not covered by insurance, and in either
        event is not discharged or provision made for such discharge within 60
        days from the date of entry thereof; or

                (ix) If Lessee shall fail to maintain or cause to be maintained
        insurance in accordance with the requirements of Section 12 of this
        Lease.

            (b) Upon the occurrence of an Event of Default, with or without
notice or demand, except the notice prior to default required under certain
circumstances by subsection A. above or such other notice as may be required by
statute and cannot be waived by Lessee (all other notices being hereby waived),
Lessor shall be entitled to exercise, at its option, concurrently, successively,
or in any combination, all remedies available at law or in equity, including
without limitation, any one or more of the following:

                (i) To terminate this Lease, whereupon Lessee's and Permitted
        sublessees' right to possession of the Property shall cease and this
        Lease, except as to Lessee's liability, and the Permitted Subleases
        shall be terminated.

                (ii) To reenter and take possession of the Property and, to the
        extent permissible, all franchises, licenses, area development
        agreements, permits and other rights or privileges of Lessee pertaining
        to the use and operation of the Property and to expel Lessee and those
        claiming under or through Lessee, without being deemed guilty in any
        manner of trespass or becoming liable for any loss or damage resulting
        therefrom, without resort to legal or judicial process, procedure or
        action. To extent permitted by applicable law, no notice from Lessor
        hereunder or under a forcible entry and detainer statute or similar law
        shall constitute an election by Lessor to terminate this Lease unless
        such notice specifically so states. If Lessee shall, after default,
        voluntarily give up possession of the Property to Lessor, deliver to
        Lessor or its agents the keys to the Property, or both, such actions
        shall be deemed to be in compliance with Lessor's rights and the
        acceptance thereof by Lessor or its agents shall not be deemed to
        constitute a termination of this Lease. Lessor reserves the right
        following any reentry and/or reletting to exercise its right to
        terminate this Lease by giving Lessee written notice thereof, in which
        event this Lease will terminate as specified in said notice.

                (iii) To bring an action against Lessee for any damages
        sustained by Lessor or any equitable relief available to Lessor.

                (iv) To relet the Property or any part thereof for such term or
        terms (including a term which extends beyond the original Lease Term),
        at such rentals and

                                       27
<PAGE>

        upon such other terms as Lessor, in its sole discretion, may determine,
        with all proceeds received from such reletting being applied to the
        rental and other sums due from Lessee in such order as Lessor may, in it
        sole discretion, determine, which other sums include, without
        limitation, all repossession costs, brokerage commissions, attorneys'
        fees and expenses, employee expenses, alteration, remodeling and repair
        costs and expenses of preparing for such reletting.

                (v) Lessor shall attempt to mitigate damages in a commercially
        reasonable manner. Lessor reserves the right following any reentry
        and/or reletting to exercise its right to terminate this Lease by giving
        Lessee written notice thereof, in which event this Lease will terminate
        as specified in said notice.

                (vi) To recover from Lessee all rent and other monetary sums
        then due and owing under this Lease; and (y) to accelerate and recover
        from Lessee the present value (discounted at the rate of 6% per annum)
        of all rent and other monetary sums scheduled to become due and owing
        under this Lease after the date of such breach for the entire original
        scheduled Lease Term, provided, however, in no event shall such recovery
        be less than the sum of (i) the product of the percentage specified on
        Schedule I attached hereto which corresponds to the month in which such
        Event of Default first occurred multiplied by the Purchase Price for the
        Property plus (ii) the Prepayment Charges corresponding to the Property.

                (vii) To recover from Lessee all costs and expenses, including
        reasonable attorneys' fees, court costs, expert witness fees, costs of
        tests and analyses, travel and accommodation expenses, deposition and
        trial transcripts, copies and other similar costs and fees, paid or
        incurred by Lessor as a result of such breach, regardless of whether or
        not legal proceedings are actually commenced.

                (viii) To immediately or at any time thereafter, and with or
        without notice, at Lessor's sole option but without any obligation to do
        so, correct such breach or default and charge Lessee all costs and
        expenses incurred by Lessor therein. Any sum or sums so paid by Lessor,
        together with interest at the Default Rate, shall be deemed to be
        Additional Rental hereunder and shall be immediately due from Lessee to
        Lessor. Any such acts by Lessor in correcting Lessee's breaches or
        defaults hereunder shall not be deemed to cure said breaches or defaults
        or constitute any waiver of Lessor's right to exercise any or all
        remedies set forth herein.

                (ix) To immediately or at any time thereafter, and with or
        without notice, except as required herein, set off any money of Lessee
        held by Lessor under this Lease against any sum owing by Lessee
        hereunder.

                (x) To seek any equitable relief available to Lessor, including,
        without limitation, the right of specific performance.

            All powers and remedies given by this Section to Lessor, subject to
applicable law, shall be cumulative and not exclusive of one another or of any
other right or remedy or of any other powers and remedies available to Lessor
under this Lease, by judicial proceedings or

                                       28
<PAGE>

otherwise, to enforce the performance or observance of the covenants and
agreements of Lessee contained in this Lease, and no delay or omission of Lessor
to exercise any right or power accruing upon the occurrence of any Event of
Default shall impair any other or subsequent Event of Default or impair any
rights or remedies consequent thereto. Every power and remedy given by this
Section or by law to Lessor may be exercised from time to time, and as often as
may be deemed expedient, by Lessor, subject at all times to Lessor's right in
its sole judgment to discontinue any work commenced by Lessor or change any
course of action undertaken by Lessor.

            If Lessee shall fail to observe or perform any of its obligations
under this Lease or in the event of an emergency, then, without waiving any
Event of Default which may result from such failure or emergency, Lessor may,
but without any obligation to do so, take all actions, including, without
limitation, entry upon the Property to perform Lessee's obligations, immediately
and without notice in the case of an emergency and upon five days written notice
to Lessee in all other cases. All expenses incurred by Lessor in connection with
performing such obligations, including, without limitation, reasonable
attorneys' fees and expenses, together with interest at the Default Rate from
the date any such expenses were incurred by Lessor until the date of payment by
Lessee, shall constitute Additional Rental and shall be paid by Lessee to Lessor
upon demand.

        24. LIENS; MORTGAGES, SUBORDINATION, NONDISTURBANCE AND ATTORNMENT.
Lessor's interest in this Lease and/or the Property shall not be subordinate to
any liens or encumbrances placed upon the Property by or resulting from any act
of Lessee, and nothing herein contained shall be construed to require such
subordination by Lessor. Lessee shall keep the Property free from any liens for
work performed, materials furnished or obligations incurred by Lessee. NOTICE IS
HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY
LIEN, MORTGAGE, DEED OF TRUST, SECURITY INTEREST OR ENCUMBRANCE OF ANY KIND UPON
ALL OR ANY PART OF THE PROPERTY OR LESSEE'S LEASEHOLD INTEREST THEREIN OR THE
PERSONALTY, AND ANY SUCH PURPORTED TRANSACTION WHICH IS NOT APPROVED BY LESSOR
SHALL BE VOID. FURTHERMORE, ANY SUCH PURPORTED TRANSACTION SHALL BE DEEMED A
TORTIOUS INTERFERENCE WITH LESSOR'S RELATIONSHIP WITH LESSEE AND LESSOR'S
OWNERSHIP OF THE PROPERTY. NOTWITHSTANDING THE FOREGOING, LESSEE MAY PLACE OR
ALLOW TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST, SECURITY INTEREST OR OTHER
ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF LESSEE'S LEASEHOLD INTEREST OR
THE PERSONALTY TO SECURE OBLIGATIONS OF LESSEE OR ITS AFFILIATES TO
INSTITUTIONAL LENDERS FOR INDEBTEDNESS AND OTHER OBLIGATIONS OR ANY REFINANCING
THEREOF ("INSTITUTIONAL LOANS").

        If any landlord, mortgagee, receiver, Lender or other secured party
elects to have this Lease and the interest of Lessee hereunder be superior to
any of the Mortgages or any such ground lease, mortgage, trust deed or deed to
secure debt and evidences such election by notice given to Lessee, then this
Lease and the interest of Lessee hereunder shall be deemed superior to any such
Mortgage, ground lease, mortgage, trust deed or deed to secure debt, whether
this Lease was executed before or after such Mortgage, ground lease, mortgage,
trust deed or deed to secure debt and in that event such landlord, mortgagee,
receiver, Lender or other secured party shall have the same rights with respect
to this Lease as if it had been executed and delivered prior to

                                       29
<PAGE>

the execution and delivery of such Mortgage, ground lease, mortgage, trust deed
or deed to secure debt and had been assigned to such landlord, mortgagee,
receiver, Lender or other secured party.

        Although the foregoing provisions shall be self-operative and no future
instrument of subordination shall be required, upon request by Lessor, Lessee
shall execute and deliver whatever instruments may be required for such
purposes, and in the event Lessee fails so to do within 10 days after demand,
Lessee does hereby make, constitute and irrevocably appoint Lessor as its agent
and attorney-in-fact and in its name, place and stead so to do, which
appointment shall be deemed coupled with an interest.

        In the event any purchaser or assignee of Lender at a foreclosure sale
acquires title to the Property, or in the event Lender or any assignee otherwise
succeeds to the rights of Lessor as landlord under this Lease, Lessee shall
attorn to Lender or such purchaser or assignee, as the case may be (a "Successor
Lessor"), and recognize the Successor Lessor as lessor under this Lease, and
this Lease shall continue in full force and effect as a direct lease between the
Successor Lessor and Lessee, provided that the Successor Lessor shall only be
liable for any obligations of the lessor under this Lease which accrue after the
date that such Successor Lessor acquires title. The foregoing provision shall be
self operative and effective without the execution of any further instruments.

        The Permitted Subleases at all times shall automatically be subordinate
to this Lease and the Mortgages.

        25. ESTOPPEL CERTIFICATE.

            (a) At any time, but not more often than twice every 12 months, and
from time to time, Lessee shall, promptly and in no event later than 10 days
after a request from Lessor or Lender, execute, acknowledge and deliver to
Lessor or Lender a certificate in the form supplied by Lessor, Lender or any
present or proposed mortgagee or purchaser designated by Lessor, certifying: (i)
that Lessee has accepted the Property (or, if Lessee has not done so, that
Lessee has not accepted the Property, and specifying the reasons therefor); (ii)
that this Lease is in full force and effect and has not been modified (or if
modified, setting forth all modifications), or, if this Lease is not in full
force and effect, the certificate shall so specify the reasons therefor; (iii)
the commencement and expiration dates of the Lease Term, including the terms of
any extension options of Lessee; (iv) the date to which the rentals have been
paid under this Lease and the amount thereof then payable; (v) whether there are
then any existing defaults by Lessor in the performance of its obligations under
this Lease, and, if there are any such defaults, specifying the nature and
extent thereof; (vi) that no notice has been received by Lessee of any default
under this Lease which has not been cured, except as to defaults specified in
the certificate; (vii) the capacity of the person executing such certificate,
and that such person is duly authorized to execute the same on behalf of Lessee;
(viii) that neither Lessor nor Lender has actual involvement in the management
or control of decision making related to the operational aspects or the
day-to-day operations of the Property; and (ix) any other information reasonably
requested by Lessor, Lender or such present or proposed mortgagee or purchaser.

            (b) If Lessee shall fail or refuse to sign a certificate in
accordance with the

                                       30
<PAGE>

provisions of this Section within 10 days following a written request by Lessor,
Lessee irrevocably constitutes and appoints Lessor as its attorney-in-fact to
execute and deliver the certificate to any such third party, it being stipulated
that such power of attorney is coupled with an interest and is irrevocable and
binding; provided, however, that Lessor's execution and delivery of such
certificate on behalf of Lessee shall not cure any default arising by reason of
Lessee's failure to execute and deliver such certificate.

        26. ASSIGNMENT; SUBLETTING.

            (a) Lessor shall have the right to sell or convey all, but not less
than all, of the Property or to assign its right, title and interest as Lessor
under this Lease in whole, but not in part. In the event of any such sale or
assignment other than a security assignment, provided Lessee receives written
notice that such purchaser or assignee has assumed all of Lessor's obligations
under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor
shall be relieved, from and after the date of such transfer or conveyance, of
liability for the performance of any obligation of Lessor contained herein,
except for obligations or liabilities accrued prior to such assignment or sale.

            (b) Lessee acknowledges that Lessor has relied both on the business
experience and creditworthiness of Lessee and the Permitted Sublessees and upon
the particular purposes for which Lessee and the Permitted Sublessees intend to
use the Property in entering into this Lease. Without the prior written consent
of Lessor which will not be unreasonably withheld and except as provided below
and for the Permitted Subleases: (i) except as provided in Section 24, Lessee
shall not assign, transfer or convey this Lease or any interest therein, whether
by operation of law or otherwise; and (ii) Lessee shall not sublet or license
the use of all or any part of the Property provided, however, in the event of a
foreclosure of any leasehold mortgage, a substitute Lessee may be designated by
Lessee's institutional Lender without the consent of Lessor or any Substitute
Lessor. Nothing contained herein shall limit any assignment, pledge or transfer
of any stock ownership interest in Leasee, and nothing shall limit the
transferability of interests in the Lessee.

            (c) Notwithstanding the foregoing, Lessee shall have the right to
sublease the Property, without the prior written consent of Lessor or Lender, if
the following conditions are satisfied:

                (i) no Event of Default shall have occurred and be continuing
        under this Lease as of the effective date of such sublease;

                (ii) any such sublease shall be subordinate to this Lease and
        the Mortgage corresponding to the Property to which such sublease
        relates;

                (iii) Lessee shall remain liable under this Lease
        notwithstanding such sublease;

                (iv) the Property subject to such subleases shall be used as a
        Permitted Facilities and shall otherwise be operated and maintained in
        accordance with the terms and conditions of this Lease; and

                                       31
<PAGE>

                (v) the square footage of the portion of the Property to be
        subleased in no event exceed 20% of the total square footage of the
        Property.

        27. OPTION TO EXTEND; NEW LEASE.

            (a) Lessee shall have the option to continue this Lease in effect
for four additional successive periods of five years each, provided that, at the
time of exercise of such option or at the expiration of the Lease Term or, if
applicable, the preceding extension of the Lease Term, no Event of Default shall
have occurred and be continuing under this Lease. If Lessee exercises such
option, this Lease shall continue for the applicable period in accordance with
the terms and provisions of this Lease then in effect, except that the Base
Annual Rental during each extension period shall be in an amount set forth on
attached Exhibit B. Lessor and Lessee agree that the Base Annual Rental during
each extension period represents the then fair market value of the Property.

            Lessee may only exercise the first extension option by giving notice
to Lessor of Lessee's intention to do so not later than November 30, 2019. If
the first extension option is exercised by Lessee, Lessee may only exercise the
second extension option by giving notice to Lessor of Lessee's intention to do
so not later than August 31, 2025. If the first two extension options are
exercised, Lessee may only exercise the third extension option by giving notice
to Lessor of Lessee's intention to do so not later than August 31, 2030. If the
first three extension options are exercised, Lessee may only exercise the fourth
extension option by giving notice to Lessor of Lessee's intention to do so not
later than August 31, 2035.

        28. RIGHT OF FIRST OFFER TO PURCHASE PROPERTIES. If, during the Lease
Term, Lessor desires to sell its interest in the Property, as a result of a
third party offer or expression of interest from a third party (which may be
solicited by Lessor and with no requirement that an offer actually be made by
such third party), then, provided no Event of Default has occurred and is
continuing, Lessor shall give Lessee the right to purchase such interest (the
"Interest") for a price and on terms and conditions, determined by Lessor and
set forth in a notice given to Lessee (the "ROFO Notice"). Lessee shall have
thirty (30) days after receipt of the ROFO Notice to elect, in writing, to
acquire such Interest at the price and on such terms and conditions set forth in
the ROFO Notice. Lessee's silence shall be deemed a rejection of its right to
acquire such Interest. Any such election by Lessee shall only be effective if
accompanied by Lessee's payment to Lessor of a non-refundable cash down payment
equal to 10% of the price set forth in the ROFO Notice. If Lessee timely and
properly elects to acquire such Interest, the closing shall take place within
one hundred and twenty (120) days after the ROFO Notice. The balance of the
purchase price shall be paid in cash at closing. If Lessee does not timely elect
to acquire such Interest, Lessor shall be free to sell the Interest to any other
Person within one (1) year of Lessee's rejection or deemed rejection without
being required to comply again with the foregoing provisions of this Section,
provided that, if Lessor intends to sell the Interest after such one (1) year
period or within such one (1) year period at a price less than 95% of the price
described in the ROFO Notice or on terms materially more favorable to a
purchaser than those set forth in the ROFO Notice, Lessor shall give Lessee
written notice, setting forth the applicable purchase price and terms and
conditions, and Lessee shall have thirty (30) days to elect in writing to
purchase the Interest at such purchase price and on such terms and conditions.
The right of first offer granted by this Section shall not survive the
expiration or

                                       32
<PAGE>

earlier termination of this Lease or the purchase of the Property by a third
party after Lessee's failure to exercise such right or Lessee's waiver thereof.
Furthermore, the right of first offer granted by this Section shall not apply to
a foreclosure of any of the Mortgages or the delivery to Lender of a deed in
lieu of foreclosure and shall not survive any such foreclosure or delivery of a
deed in lieu of foreclosure. Upon the termination of this right of first offer,
Lessee shall execute such instruments as may be reasonably required by Lessor to
provide constructive notice of the termination thereof.

            Lessor hereby grants Lessee a right of first refusal to purchase the
Property at the same price and upon the same terms, provisions and conditions as
shall be contained in any written bona fide offer or offers for the amount of
purchase thereof which the Lessor shall at any time during the Original Term or
Option Terms of this Lease, or any extension thereof, be ready and willing to
accept (hereinafter "Purchase Terms"). The Lessor shall give the Lessee written
notice by certified mail of all of the Purchase Terms of each offer that Lessor
is considering and the Lessee shall have thirty (30) days from and after the
receipt of such notice from the Lessor in which to exercise such right of first
refusal. In the event that Lessee shall fail to exercise its right of first
refusal, as aforesaid and Lessor shall not within six (6) months thereafter sell
the Premises upon such Purchase Terms of the bona fide offer Lessor has
selected, Lessee's right of first refusal shall thereafter be reinstated.

        29. NOTICES. All notices, consents, approvals or other instruments
required or permitted to be given by either party pursuant to this Lease shall
be in writing and given by (i) hand delivery, (ii) facsimile, (iii) express
overnight delivery service or (iv) certified or registered mail, return receipt
requested, and shall be deemed to have been delivered upon (a) receipt, if hand
delivered, (b) transmission, if delivered by facsimile, (c) the next Business
Day, if delivered by express overnight delivery service, or (d) the third
Business Day following the day of deposit of such notice with the United States
Postal Service, if sent by certified or registered mail, return receipt
requested. Notices shall be provided to the parties and addresses (or facsimile
numbers, as applicable) specified below:

           If to Lessee:            Mercury Air Group, Inc.
                                    5456 McConnell Avenue
                                    Los Angeles, California 90066
                                    Attention: Wayne Lovett
                                    Telephone: (310) 827-2737
                                    Telecopy: (310) 827-0650

           If to Lessor:            CFK Realty Partners, LLC
                                    20 North Wacker Drive
                                    Suite 2520
                                    Chicago, Illinois  60606
                                    Attention: Frederick H. Kopko, Jr.
                                    Telephone: (312) 332-6405
                                    Telecopy: (312) 332-2657

        With a copy to:             McBreen & Kopko
                                    20 North Wacker Drive, Suite 2520

                                       33
<PAGE>

                                    Chicago, Illinois  60606
                                    Attention: James R. Stern
                                    Telephone: (312) 332-6405
                                    Telecopy: (312) 332-2657

or to such other address or such other person as either party may from time to
time hereafter specify to the other party in a notice delivered in the manner
provided above. No such notices, consents, approvals or other communications
shall be valid unless Lender receives a duplicate original thereof at the
following address:

                     General Electric Capital Business Asset
                     Funding Corporation
                     10900 NE 4th Street, Suite 500
                     Bellevue, Washington 98004
                     Attention:
                     Telephone:

or to such other address or such other person as Lender may from time to time
specify to Lessor and Lessee in a notice delivered in the manner provided above.

        30. HOLDING OVER. If Lessee remains in possession of the Property after
the expiration of the term hereof, Lessee, at Lessor's option and within
Lessor's sole discretion, may be deemed a tenant on a month-to-month basis and
shall continue to pay rentals and other sums in the amounts herein provided,
except that the Base Monthly Rental shall be increased by 150%, and to comply
with all the terms of this Lease; provided that nothing herein nor the
acceptance of rent by Lessor shall be deemed a consent to such holding over.
Lessee shall defend, indemnify, protect and hold the Indemnified Parties
harmless from and against any and all Losses resulting from Lessee's failure to
surrender possession upon the expiration of the Lease Term, including, without
limitation, any claims made by any succeeding lessee. The terms of this Section
30 shall survive the expiration of the Lease Term.

        31. LANDLORD'S LIEN. Lessor hereby waives any landlord's lien with
respect to Personalty whether arising under any agreement between the Parties
hereto or pursuant to any law, ordinance, regulation or otherwise.

        32. REMOVAL OF PERSONALTY. At the expiration of the Lease Term, and if
Lessee is not then in breach hereof, Lessee may remove all Personalty from the
Property. Lessee shall repair any damage caused by such removal and shall leave
the Property broom clean and in good and working condition and repair inside and
out. Any property of Lessee left on the Property on the tenth day following the
expiration of the Lease Term shall, at Lessor's option, automatically and
immediately become the property of Lessor.

        33. FINANCIAL STATEMENTS. Within 45 days after the end of each fiscal
quarter and within 120 days after the end of each fiscal year of Lessee, Lessee
shall deliver to Lessor and Lender (i) complete financial statements of Lessee
and Permitted Sublessees including a balance sheet, profit and loss statement,
statement of cash flows and all other related schedules for the fiscal period
then ended; and (ii) income statements for the business at the Property. All
such financial statements shall be prepared in accordance with GAAP and shall be
certified to be

                                       34
<PAGE>

accurate and complete by Lessee (or the Treasurer or other appropriate officer
of Lessee). Lessee understands that Lessor and Lender will rely upon such
financial statements and Lessee represents that such reliance is reasonable. In
the event that Lessee's and Permitted Sublessees' property and business at the
Property is ordinarily consolidated with other business for financial statement
purposes, such financial statements shall be prepared on a consolidated basis
showing separately the sales, profits and losses, assets and liabilities
pertaining to the Property with the basis for allocation of overhead of other
charges being clearly set forth. The financial statements delivered to Lessor
and Lender need not be audited, but Lessee shall deliver to Lessor and Lender
copies of any audited financial statements of Lessee which may be prepared, as
soon as they are available.

        34. FORCE MAJEURE. Any prevention, delay or stoppage due to strikes,
lockouts, acts of God, enemy or hostile governmental action, civil commotion,
fire or other casualty beyond the control of the party obligated to perform
shall excuse the performance by such party for a period equal to any such
prevention, delay or stoppage, except the obligations imposed with regard to
rental and other monies to be paid by Lessee pursuant to this Lease and any
indemnification obligations imposed upon Lessee under this Lease.

        35. TIME IS OF THE ESSENCE. Time is of the essence with respect to each
and every provision of this Lease in which time is a factor.

        36. LESSOR'S LIABILITY. Notwithstanding anything to the contrary
provided in this Lease, it is specifically understood and agreed, such agreement
being a primary consideration for the execution of this Lease by Lessor, that
(i) there shall be absolutely no personal liability on the part of Lessor, its
successors or assigns and the trustees, members, managers, partners,
shareholders, officers, directors, employees and agents of Lessor and its
successors or assigns, to Lessee with respect to any of the terms, covenants and
conditions of this Lease, (ii) Lessee waives all claims, demands and causes of
action against the trustees, members, managers, partners, shareholders,
officers, directors, employees and agents of Lessor and its successors or
assigns in the event of any breach by Lessor of any of the terms, covenants and
conditions of this Lease to be performed by Lessor, and (iii) Lessee shall look
solely to the Property for the satisfaction of each and every remedy of Lessee
in the event of any breach by Lessor of any of the terms, covenants and
conditions of this Lease to be performed by Lessor, or any other matter in
connection with this Lease or the Property, such exculpation of liability to be
absolute and without any exception whatsoever.

        37. CONSENT OF LESSOR.

            (a) Unless specified otherwise herein, Lessor's consent to any
request of Lessee may be conditioned or withheld in Lessor's sole discretion.
Lessor shall have no liability for damages resulting from Lessor's failure to
give any consent, approval or instruction reserved to Lessor, Lessee's sole
remedy in any such event being an action for injunctive relief.

            (b) It is understood and agreed that to the extent Lessor is
required to obtain the consent, approval, agreement or waiver of Lender with
respect to a matter for which Lessor's approval has been requested under this
Lease, Lessor shall in no event be deemed to have unreasonably withheld Lessor's
consent, approval, agreement or waiver thereof if Lender shall

                                       35
<PAGE>

not have given its approval if required.

        38. WAIVER AND AMENDMENT. No provision of this Lease shall be deemed
waived or amended except by a written instrument unambiguously setting forth the
matter waived or amended and signed by the party against which enforcement of
such waiver or amendment is sought. Waiver of any matter shall not be deemed a
waiver of the same or any other matter on any future occasion. No acceptance by
Lessor of an amount less than the monthly rent and other payments stipulated to
be due under this Lease shall be deemed to be other than a payment on account of
the earliest such rent or other payments then due or in arrears nor shall any
endorsement or statement on any check or letter accompanying any such payment be
deemed a waiver of Lessor's right to collect any unpaid amounts or an accord and
satisfaction.

        39. SUCCESSORS BOUND. Except as otherwise specifically provided herein,
the terms, covenants and conditions contained in this Lease shall bind and inure
to the benefit of the respective heirs, successors, executors, administrators
and assigns of each of the parties hereto.

        40. NO MERGER. The voluntary or other surrender of this Lease by Lessee,
or a mutual cancellation thereof, shall not result in a merger of Lessor's and
Lessee's estates, and shall, at the option of Lessor, either terminate any or
all existing subleases or subtenancies, or operate as an assignment to Lessor of
any or all of such subleases or subtenancies.

        41. CAPTIONS. Captions are used throughout this Lease for convenience of
reference only and shall not be considered in any manner in the construction or
interpretation hereof.

        42. SEVERABILITY. The provisions of this Lease shall be deemed
severable. If any part of this Lease shall be held unenforceable by any court of
competent jurisdiction, the remainder shall remain in full force and effect, and
such unenforceable provision shall be reformed by such court so as to give
maximum legal effect to the intention of the parties as expressed therein.

        43. CHARACTERIZATION.

            (a) It is the intent of the parties hereto that the business
relationship created by this Lease and any Lease related documents is solely
that of a long-term commercial lease between landlord and tenant and has been
entered into by both parties in reliance upon the economic and legal bargains
contained herein. None of the agreements contained herein, is intended, nor
shall the same be deemed or construed, to create a partnership between Lessor
and Lessee, to make them joint venturers, to make Lessee an agent, legal
representative, partner, subsidiary or employee of Lessor, nor to make Lessor in
any way responsible for the debts, obligations or losses of Lessee.

            (b) Lessor and Lessee acknowledge and warrant to each other that
each has been represented by independent counsel and has executed this Lease
after being fully advised by said counsel as to its effect and significance.
This Lease shall be interpreted and construed in a fair and impartial manner
without regard to such factors as the party which prepared the instrument, the
relative bargaining powers of the parties or the domicile of any party. Whenever
in this Lease any words of obligation or duty are used, such words or
expressions shall have

                                       36
<PAGE>

the same force and effect as though made in the form of a covenant.

        44. EASEMENTS. During the Lease Term Lessor shall have the right to
grant utility easements on, over, under and above the Property without the prior
consent of Lessee, provided that such easements will not materially interfere
with Lessee's or a Permitted Sublessee's use.

        45. BANKRUPTCY.

            (a) As a material inducement to Lessor executing this Lease, Lessee
acknowledges and agrees that Lessor is relying upon (i) the financial condition
and specific operating experience of Lessee and Lessee's and Permitted
Sublessees' obligation to use the Property specifically in accordance with
system-wide requirements imposed from time to time on Permitted Facilities, (ii)
Lessee's timely performance of all of its obligations under this Lease
notwithstanding the entry of an order for relief under the Code for Lessee and
(iii) all defaults under this Lease being cured promptly and this Lease being
assumed within 60 days of any order for relief entered under the Code for
Lessee, or this Lease being rejected within such 60 day period and the Property
surrendered to Lessor.

            (b) Accordingly, in consideration of the mutual covenants contained
in this Lease and for other good and valuable consideration, Lessee hereby
agrees that:

                (i) All obligations that accrue under this Lease (including the
        obligation to pay rent), from and after the date that an Action is
        commenced shall be timely performed exactly as provided in this Lease
        and any failure to so perform shall be harmful and prejudicial to
        Lessor;

                (ii) Any and all obligations under this Lease that become due
        from and after the date that an Action is commenced and that are not
        paid as required by this Lease shall, in the amount of such rents,
        constitute administrative expense claims allowable under the Code with
        priority of payment at least equal to that of any other actual and
        necessary expenses incurred after the commencement of the Action;

                (iii) Any extension of the time period within which Lessee may
        assume or reject this Lease without an obligation to cause all
        obligations coming due under this Lease from and after the date that an
        Action is commenced to be performed as and when required under this
        Lease shall be harmful and prejudicial to Lessor;

                (iv) Any time period designated as the period within which
        Lessee must cure all defaults and compensate Lessor for all pecuniary
        losses which extends beyond the date of assumption of this Lease shall
        be harmful and prejudicial to Lessor;

                (v) Any assignment of this Lease must result in all terms and
        conditions of this Lease being assumed by the assignee without
        alteration or amendment, and any assignment which results in an
        amendment or alteration of the terms and conditions of this Lease
        without the express written consent of Lessor shall be harmful and
        prejudicial to Lessor;

                (vi) Any proposed assignment of this Lease to an assignee that
        does not



                                       37
<PAGE>

        possess financial condition, operating performance and experience
        characteristics equal to or better than the financial condition,
        operating performance and experience of Lessee as of the Effective Date
        shall be harmful and prejudicial to Lessor;

                (vii) The rejection (or deemed rejection) of this Lease for any
        reason whatsoever shall constitute cause for immediate relief from the
        automatic stay provisions of the Code, and Lessee stipulates that such
        automatic stay shall be lifted immediately and possession of the
        Property will be delivered to Lessor immediately without the necessity
        of any further action by Lessor; and

                (viii) This Lease shall at all times be treated as consistent
        with the specific characterizations set forth in Section 3 of this
        Lease, and assumption or rejection of this Lease shall be (a) in its
        entirety and (b) in strict accordance with the specific terms and
        conditions of this Lease.

            (c) No provision of this Lease shall be deemed a waiver of Lessor's
rights or remedies under the Code or applicable law to oppose any assumption
and/or assignment of this Lease, to require timely performance of Lessee's
obligations under this Lease, or to regain possession of the Property as a
result of the failure of Lessee to comply with the terms and conditions of this
Lease or the Code.

            (d) Notwithstanding anything in this Lease to the contrary, all
amounts payable by Lessee to or on behalf of Lessor under this Lease, whether or
not expressly denominated as such, shall constitute "rent" for the purposes of
the Code.

            (e) For purposes of this Section addressing the rights and
obligations of Lessor and Lessee in the event that an Action is commenced, the
term "Lessee" shall include Lessee's successor in bankruptcy, whether a trustee,
Lessee as debtor in possession or other responsible person.

        46. NO OFFER. No contractual or other rights shall exist between Lessor
and Lessee with respect to the Property until both have executed and delivered
this Lease, notwithstanding that deposits may have been received by Lessor and
notwithstanding that Lessor may have delivered to Lessee an unexecuted copy of
this Lease. The submission of this Lease to Lessee shall be for examination
purposes only, and does not and shall not constitute a reservation of or an
option for Lessee to lease or otherwise create any interest on the part of
Lessee in the Property.

        47. OTHER DOCUMENTS. Each of the parties agrees to sign such other and
further documents as may be necessary or appropriate to carry out the intentions
expressed in this Lease.

        48. ATTORNEYS' FEES. In the event of any judicial or other adversarial
proceeding between the parties concerning this Lease, to the extent permitted by
law, the prevailing party shall be entitled to recover all of its reasonable
attorneys' fees and other costs in addition to any other relief to which it may
be entitled. Lessor shall, upon demand, be entitled to all attorneys' fees and
all other costs incurred in the preparation and service of any notice or demand
hereunder, whether or not a legal action is subsequently commenced. References
in this Lease to Lessor's attorneys' fees and/or costs shall mean both the fees
and costs of independent counsel

                                       38
<PAGE>

retained by Lessor with respect to the matter and the fees and costs incurred in
connection with the matter.

        49. ENTIRE AGREEMENT. This Lease and any other instruments or agreements
referred to herein, constitute the entire agreement between the parties with
respect to the subject matter hereof, and there are no other representations,
warranties or agreements except as herein provided. Without limiting the
foregoing, Lessee specifically acknowledges that neither Lessor nor any agent,
officer, employee or representative of Lessor has made any representation or
warranty regarding the projected profitability of the business to be conducted
on the Property. Furthermore, Lessee acknowledges that Lessor did not prepare or
assist in the preparation of any of the projected figures used by Lessee in
analyzing the economic viability and feasibility of the business to be conducted
by Lessee at the Property.

        50. FORUM SELECTION; JURISDICTION; VENUE; CHOICE OF LAW. There are
substantial contacts between the parties and the transactions contemplated
herein and the State of California. For purposes of any action or proceeding
arising out of this Lease, the parties hereto expressly submit to the
jurisdiction of all federal and state courts located in the State of California.
Lessee and Lessor consent that they may be served with any process or paper by
registered mail or by personal service within or without the State of California
in accordance with applicable law. Furthermore, Lessee and Lessor waive and
agree not to assert in any such action, suit or proceeding that they are not
personally subject to the jurisdiction of such courts, that the action, suit or
proceeding is brought in an inconvenient forum or that venue of the action, suit
or proceeding is improper. This Lease shall be governed by the internal laws of
the State of California without regard to its principles of conflicts of law.

        51. COUNTERPARTS. This Lease may be executed in one or more
counterparts, each of which shall be deemed an original.

        52. MEMORANDUM OF LEASE. Concurrently with the execution of this Lease,
Lessor and Lessee are executing the Memorandum to be recorded in the applicable
real property records with respect to the Property. Further, upon Lessor's
request, Lessee agrees to execute and acknowledge a termination of lease and/or
quit claim deed in recordable form with respect to the Property to be held by
Lessor until the expiration or sooner termination of the Lease Term.

        53. NO BROKERAGE. Lessor and Lessee represent and warrant to each other
that they have had no conversation or negotiations with any broker concerning
the leasing of the Property. Each of Lessor and Lessee agrees to protect,
indemnify, save and keep harmless the other, against and from all liabilities,
claims, losses, costs, damages and expenses, including attorneys' fees, arising
out of, resulting from or in connection with their breach of the foregoing
warranty and representation.

        54. WAIVER OF JURY TRIAL AND PUNITIVE, CONSEQUENTIAL, SPECIAL AND
INDIRECT DAMAGES. LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO
ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH
RESPECT TO

                                       39
<PAGE>

ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF
LESSOR AND LESSEE, LESSEE'S USE OR OCCUPANCY OF THE PROPERTY, AND/OR ANY CLAIM
FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE
PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN
NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LESSEE AND
LESSOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHTS THEY MAY
HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM EACH
OTHER AND ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, MEMBERS OR EMPLOYEES OR
ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY
ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE
OTHER PARTY OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, MEMBERS OR
EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF
OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED
HERETO. THE WAIVER BY EITHER PARTY OF ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE,
CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES
HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

        55. RELIANCE BY LENDER. Lessee acknowledges and agrees that Lender may
rely on all of the representations, warranties and covenants set forth in this
Lease, that Lender is an intended third-party beneficiary of such
representations, warranties and covenants and that Lender shall have all rights
and remedies available at law or in equity as a result of a breach of such
representations, warranties and covenants, including to the extent applicable,
the right of subrogation.

        56. DOCUMENT REVIEW. In the event Lessee makes any request upon Lessor
requiring Lessor, Lender or the attorneys of Lessor or Lender to review and/or
prepare (or cause to be reviewed and/or prepared) any documents, plans,
specifications or other submissions in connection with or arising out of this
Lease, then Lessee shall reimburse Lessor or its designee promptly upon Lessor's
demand therefor for all out-of-pocket costs and expenses incurred by Lessor in
connection with such review and/or preparation plus a reasonable processing and
review fee.

        57. SUBSTITUTION.

            (a) Subject to the fulfillment of all of the conditions set forth in
the following subsection B, Lessee shall have the right to deliver a rejectable
offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a
Substitute Property for the Property if:

                (i) the terms of Section 21.B of this Lease permit such
        substitution (each, a "Casualty/Condemnation Substitution").

                        From and after the third anniversary of the Effective
        Date and subject to the fulfillment of all of the conditions set forth
        in the following subsection B, Lessee shall also have the right to
        deliver a Rejectable Substitution Offer to substitute any

                                       40
<PAGE>

        Property with a Substitute Property (each a "Discretionary
        Substitution").

                        Each Rejectable Substitution Offer shall identify the
        proposed Substitute Property in reasonable detail and contain a
        certificate executed by a duly authorized officer of Lessee pursuant to
        which Lessee shall certify that in Lessee's good faith judgment such
        proposed Substitute Property satisfies as of the date of such notice, or
        will satisfy as of the date of the closing of such substitution, all of
        the applicable conditions to substitution set forth in this Section 57.
        Lessee agrees to deliver to Lessor all of the diligence information and
        materials contemplated by the provisions of Section 57.B of this Lease
        within 30 days after the delivery to Lessor of a Rejectable Substitution
        Offer.

                        Lessor shall have 90 days after the delivery of a
        Rejectable Substitution Offer notice satisfying the requirements of the
        preceding paragraph to deliver to Lessee written notice of its election
        to either accept or reject the Rejectable Substitution Offer. Lessor's
        failure to deliver such notice within such time period shall be deemed
        to constitute Lessor's acceptance of the Rejectable Substitution Offer.
        If the Mortgage corresponding to the Property to be replaced is still
        outstanding, any rejection of the Rejectable Substitution Offer by
        Lessor shall not be effective unless it is consented to in writing by
        Lender. If Lessor accepts the Rejectable Substitution Offer or is deemed
        to have accepted the Rejectable Substitution Offer or if Lender does not
        consent in writing to any rejection of the Rejectable Substitution Offer
        by Lessor, then Lessee shall complete such substitution, subject,
        however, to the satisfaction of each of the applicable terms and
        conditions set forth in this Section 57.

                        If Lessor rejects the Rejectable Substitution Offer
        pursuant to the previous paragraph for reasons other than that, in
        Lessor's reasonable judgment, the proposed Substitute Property would not
        have satisfied the applicable substitution conditions set forth in this
        Section 57, and such rejection is consented to by Lender, then:

                        (X) if such rejected Rejectable Substitution Offer was
        made with respect to a Casualty/Condemnation Substitution, the
        provisions of the last paragraph of Section 21.B and the last sentence
        of the second paragraph of Section 21.B shall be applicable; and

                        (Y) if such rejected Rejectable Substitution Offer was
        made with respect to a Discretionary Substitution, this Lease shall
        terminate on the next scheduled Base Monthly Rental payment date (the
        "Early Substitution Termination Date") provided Lessee has paid to
        Lessor all Base Annual Rental, Additional Rental and all other sums and
        obligations then due and payable under this Lease as of such Early
        Substitution Termination Date.

                        On the Early Substitution Termination Date, and provided
        Lessee shall have paid to Lessor all Base Annual Rental, Additional
        Rental and other sums and obligations then due and payable under this
        Lease as of the Early Substitution Date:

                        (i) the Base Annual Rental then in effect shall be
        reduced by an

                                       41
<PAGE>

        amount equal to the product of (x) the Applicable Rent Reduction
        Percentage, and (y) the Base Annual Rental then in effect; and

                        (ii) all obligations of Lessor and Lessee shall cease as
        of the Early Substitution Termination Date with respect to the Property;
        provided, however, Lessee's obligations to Lessor with respect to the
        Property under any indemnification provisions of this Lease with respect
        to the Property (including, without limitation, Sections 16 and 19 of
        this Lease) and Lessee's obligations to pay any sums (whether payable to
        Lessor or a third party) accruing under this Lease with respect to the
        Property prior to the Early Substitution Termination Date shall survive
        the termination of this Lease with respect to the Property or otherwise.
        This Lease shall, however, continue in full force and effect with
        respect to the Property.

            (b) The substitution of a Substitute Property for the Property
pursuant to the preceding subsection A shall be subject to the fulfillment of
all of the following terms and conditions:

                (i) The Substitute Property must:

                        (1) be a Permitted Facility, in good condition and
        repair, ordinary wear and tear excepted;

                        (2) have a fair market value no less than the greater of
        the then fair market value of the Property being replaced or the fair
        market value of such Property as of the Effective Date (in each case,
        determined without regard to this Lease, but assuming that while this
        Lease has been in effect, Lessee has complied with all of the terms and
        conditions of this Lease), as determined by Lessor, and consented to by
        Lender, utilizing the same valuation method as used in connection with
        the closing of the transaction described in the Sale-Leaseback
        Agreement, which was based upon the sum of (x) the fair market value of
        the land comprising such Property and (y) the replacement cost of the
        improvements located thereon;

                        (3) have improvements which have a remaining useful life
        substantially equivalent to, or better than, that of the improvements
        located at the Property to be replaced;

                        (4) be conveyed to Lessor by special or limited warranty
        deed, free and clear of all liens and encumbrances, except such matters
        as are reasonably acceptable to Lessor (the "Substitute Property
        Permitted Exceptions"); and

                        (5) be located in either (a) the same state as the
        Property to be replaced is then located, or (b) in another state
        acceptable to Lessor in Lessor's reasonable discretion;

                (ii) Lessor shall have inspected and approved the Substitute
        Property utilizing Lessor's customary site inspection and underwriting
        approval criteria. Lessee

                                       42
<PAGE>

        shall have reimbursed Lessor and Lender for all of their reasonable
        costs and expenses incurred with respect to such proposed substitution,
        including, without limitation, Lessor's third-party and/or in-house site
        inspectors' costs and expenses with respect to the proposed Substitute
        Property. Lessee shall be solely responsible for the payment of all
        costs and expenses resulting from such proposed substitution, regardless
        of whether such substitution is consummated, including, without
        limitation, the cost of title insurance and endorsements for both Lessor
        and Lender, survey charges, stamp taxes, mortgage taxes, transfer fees,
        transfer taxes, charges, escrow and recording fees, water certification
        charges and costs, transaction tax (if applicable), income and transfer
        taxes imposed on Lessor as a result of such substitution and the
        reasonable attorneys' fees and expenses of counsel to Lessee, Lessor and
        Lender;

                (iii) Lessor shall have received a preliminary title report and
        irrevocable commitment to insure title by means of an ALTA extended
        coverage owner's policy of title insurance (or its equivalent, in the
        event such form is not issued in the jurisdiction where the proposed
        Substitute Property is located) for the proposed Substitute Property
        issued by Title Company and committing to insure Lessor's good and
        marketable title in the proposed Substitute Property, subject only to
        the Substitute Property Permitted Exceptions (as defined in the
        Sale-Leaseback Agreement) and containing endorsements substantially
        comparable to those required by Lessor at the Closing (as defined in the
        Sale-Leaseback Agreement) and Lender shall have received such title
        report and irrevocable commitment to insure its first priority lien
        encumbering the proposed Substitute Property as Lender shall reasonably
        require;

                (iv) Lessor shall have received a current ALTA survey of the
        proposed Substitute Property, the form of which shall be comparable to
        those received by Lessor at the Closing and sufficient to cause the
        standard survey exceptions set forth in the title policy referred to in
        the preceding subsection to be deleted;

                (v) no Event of Default shall have occurred and be continuing
        under any of the Sale-Leaseback Documents;

                (vi) Lessee shall have executed such documents as may be
        reasonably required by Lessor as a result of such substitution,
        including amendments to this Lease and the Memorandum (the "Substitute
        Documents"), all of which documents shall be in form and substance
        reasonably satisfactory to Lessor;

                (vii) the representations and warranties set forth in the
        Substitute Documents, this Lease and the Sale-Leaseback Agreement
        applicable to the proposed Substitute Property shall be true and correct
        in all material respects as of the date of substitution, and Lessee
        shall have delivered to Lessor an officer's certificate certifying to
        that effect;

                (viii) Lessee shall have delivered to Lessor certificates of
        insurance showing that insurance required by the Substitute Documents is
        in full force and effect;

                (ix) Lessor shall have obtained an endorsement to the policy of
        residual

                                       43
<PAGE>

        value insurance issued to Lessor and Lender in connection with the
        transaction described in the Sale-Leaseback Agreement with respect to
        the proposed Substitute Property, which endorsement shall be in form and
        substance reasonably satisfactory to Lessor and Lender;

                (x) Lender shall have provided a written consent to the
        substitution of the proposed Substitute Property, which consent may be
        withheld at Lender's sole discretion; and

                (xi) the date of the closing of the substitution shall occur no
        later than 20 days after the date of acceptance (or deemed acceptance)
        by Lessor of the Rejectable Substitution Offer.

            (c) Upon satisfaction of the foregoing conditions set forth in
Section 57.B and provided Lessor has accepted the Rejectable Substitution Offer
or is deemed to have accepted the Rejectable Substitution Offer, or while the
Mortgage corresponding to such Property is still outstanding, any rejection of
the Rejectable Substitution Offer by Lessor is not consented to in writing by
the Lender:

                (i) the proposed Substitute Property shall be deemed substituted
        for the Property to be replaced;

                (ii) the Substitute Property shall be referred to herein as a
        "Property" and included within the definition of "Properties";

                (iii) the Substitute Documents shall be dated as of the date of
        the substitution; and

                (iv) Lessor shall convey the Property to be replaced to Lessee
        or a signee of Lessee "as-is" by quit-claim deed, subject to all matters
        of record (except for the Mortgage corresponding to the Property to be
        replaced and any other consensual liens granted by Lessor other than
        those granted by Lessor at the request of Lessee), and without
        representation or warranty.

            (d) Notwithstanding the foregoing, nothing in this Section 57 shall
be construed as limiting or otherwise adversely affecting the representations,
warranties, covenants and characterizations set forth in Lease, including,
without limitation, those provisions set forth in Section 3 of this Lease.

        58. REJECTABLE PURCHASE OFFER. Subject to the fulfillment of all of the
conditions set forth in this Section 58.

            (a) Lessor shall have 90 days from the delivery by Lessee of a
Rejectable Purchase Offer notice to purchase a certain property as described in
the Rejectable Purchase Offer ("Rejectable Purchase Offer") by delivering to
Lessee written notice of its election to either accept or reject the Rejectable
Purchase Offer. Lessor's failure to respond to such Rejectable Purchase Offer
notice within such time period shall be deemed to constitute Lessor's acceptance
of the Rejectable Purchase Offer. If the Mortgage corresponding to the Property
to be purchased is still outstanding, any rejection of the Rejectable Purchase
Offer by Lessor shall not be

                                       44
<PAGE>

effective unless it is consented to in writing by Lender. If Lessor accepts the
Rejectable Purchase Offer or is deemed to have accepted the Rejectable Purchase
Offer or if Lender does not consent in writing to any rejection of the
Rejectable Purchase Offer by Lessor, then Lessee shall complete such purchase,
subject, however, to the satisfaction of each of the terms and conditions set
forth in the following subsection B.

            (b) The purchase of a Property pursuant to the preceding subsection
A shall be subject to the fulfillment of all of the following terms and
conditions:

                (i) no Event of Default shall have occurred and be continuing
        under any of the Sale-Leaseback Documents;

                (ii) Lessee shall have delivered to Lessor a certificate
        executed by a duly authorized officer of Lessee certifying to Lessor
        that Lessee does not own any properties which are available for
        substitution and which meet the applicable requirements for substitution
        set forth in Section 57;

                (iii) Lessee shall have paid to Lessor the Subject Purchase
        Price (as defined below), together with all Base Annual Rental,
        Additional Rental and other sums and obligations then due and payable
        under this Lease as of the date of the closing of such purchase;

                (iv) Lessee shall be solely responsible for the payment of all
        costs and expenses resulting from such proposed purchase, regardless of
        whether the purchase is consummated, including, without limitation, to
        the extent applicable, the cost of title insurance and endorsements,
        including, survey charges, stamp taxes, mortgage taxes, transfer taxes
        and fees, escrow and recording fees, taxes imposed on Lessor as a result
        of such purchase, the attorneys' fees of Lessee and the reasonable
        attorneys' fees and expenses of counsel to Lessor and Lender;

                (v) the date of the closing of such purchase shall occur on the
        next scheduled Base Monthly Rental payment date following Lessor's
        acceptance (or deemed acceptance) of the Rejectable Purchase Offer, but
        in no event later than 20 days after the date of acceptance (or deemed
        acceptance) by Lessor of such Rejectable Purchase Offer; and

                (vi) Lender shall have provided a written consent to the
        proposed purchase, which consent may be withheld at Lender's sole
        discretion.

            On the date of the closing of the purchase of a Property pursuant to
this Section (the "Rejectable Purchase Closing Date"), subject to satisfaction
of the foregoing conditions:

                (1) this Lease shall be deemed terminated with respect to such
        Property only, but this Lease shall continue in full force and effect
        with respect to all of the other Properties; provided, however, such
        termination shall not limit Lessee's obligations to Lessor with respect
        to such Property under any indemnification provisions of this Lease
        (including, without limitation, Sections 16 and 19 of this Lease) and
        Lessee's obligations to pay any sums (whether payable to Lessor or a
        third party) accruing under this Lease

                                       45
<PAGE>

        with respect to such Property prior to the Rejectable Purchase Closing
        Date shall survive the termination of this Lease;

                (2) the Base Annual Rental shall be reduced for each such
        Property by an amount equal to the product of (x) the Applicable Rent
        Reduction Percentage for such Property and (y) the Base Annual Rental
        then in effect; and

                (3) Lessor shall convey such Property to Lessee "as-is" by
        quit-claim deed, subject to all matters of record (except for the
        Mortgage corresponding to the Property to be replaced and any other
        consensual liens granted by Lessor other than those granted by Lessor at
        the request of Lessee), and without representation or warranty.

            For purposes of this Section 58, the term "Subject Purchase Price"
shall mean the product of the amount specified on SCHEDULE I attached hereto
which corresponds to the time period during which such purchase occurs
multiplied by the Purchase Price for the Property being purchased.

        59. STATE SPECIFIC PROVISIONS. The provisions and/or remedies which are
set forth on SCHEDULE II shall be deemed a part of and included within the terms
and conditions of this Lease.

        60. CERTIFICATE. At any time, and from time to time, at or following the
assignment by any Permitted Sublessee of its right, title and interest in any
Permitted Sublease, Lessor, provided all of the conditions in Section 12 of the
Permitted Sublease have been satisfied, agrees, promptly and in no event later
than twenty (20) Business Days after a request from Lessee to execute,
acknowledge and deliver to Lessee and any such Permitted Sublessee a certificate
from Lessor, certifying that such Permitted Sublessee has been released from all
liabilities, obligations and duties to Lessor under the Permitted Sublease.

                                       46
<PAGE>

        IN WITNESS WHEREOF, Lessor and Lessee have entered into this Lease as of
the date first above written.


                                       LESSOR:

                                       CFK REALTY PARTNERS, LLC,
                                       an Illinois limited liability company
                                       By: its manager

                                         By: /s/
                                             -----------------------------------
                                         Printed Name:
                                                      --------------------------
                                         Its: Member
                                              ----------------------------------

                                       LESSEE:

                                       MERCURY AIR GROUP, INC., a Delaware
                                       corporation

                                       By: /s/
                                           -------------------------------------
                                       Printed Name:
                                                    ----------------------------
                                       Its:
                                            ------------------------------------
                                       Lessee's Tax Identification Number:
                                       -----------------------------------------

                                       47
<PAGE>

                                POWER OF ATTORNEY

        Lessor may act as attorney-in-fact or otherwise on behalf of Lessee
pursuant to Sections ___________ of this Lease. This power of attorney is
coupled with an interest, is durable and is not affected by subsequent
disability or incapacity of the principal or lapse of time.


      /s/                           /s/
      ---------------------         ---------------------
      Witness                       Lessee



STATE OF CALIFORNIA          ]
                             ] SS.
COUNTY OF _______            ]

        The foregoing instrument was acknowledged before me on _______________
by _________________, a member of CFK REALTY PARTNERS, LLC, an Illinois limited
liability company, on behalf of the limited liability company.

                                       /s/
                                       ----------------------------------
                                       Notary Public


My Commission Expires:



STATE OF CALIFORNIA          ]
                             ] SS.
COUNTY OF ___________        ]

        The foregoing instrument was acknowledged before me on _____________ by
        ___________________ of MERCURY AIR GROUP, INC., a Delaware corporation,
on behalf of the
corporation.

                                       /s/
                                       ----------------------------------
                                       Notary Public


My Commission Expires:

                                       49