ASSIGNMENT AND ASSUMPTION OF LEASE

  THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this
"Assignment") is made and entered into effective as of
this 22 nd day of May, 2009, by and between Bradford
Landing South LLC ("Assignor"), and AEI Net Lease Income &
Growth Fund XX Limited Partnership and AEI Income & Growth
Fund 27 LLC ("Assignee").

                         RECITALS:

    A.  Assignor and Assignee are parties to that  certain
Purchase and Sale Agreement dated February 24, 2009, as it
may have been amended (the "Agreement"), pursuant to which
Assignee is acquiring from Assignor the real property  and
improvements,   located  on  property  more   particularly
described  on  EXHIBIT A attached hereto and  incorporated
herein by this reference (the "Property").

    Pursuant  to  the  terms  of the  Agreement,  Assignor
desires to sell, assign, convey, transfer and set over  to
Assignee  and Assignee desires to assume all of Assignor's
interest  in that certain Lease dated September 26,  2007,
(the  "Lease"),  by and between Assignor and  Staples  the
Office Superstore East, Inc. (the "Tenant"), including all
rents  prepaid for any period subsequent to  the  date  of
this  Assignment, subject to the terms and conditions  set
forth below.

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

    NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby
acknowledged by the parties, Assignor and Assignee hereby
agree as follows:

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

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

    Assignor  shall  indemnify and hold Assignee  harmless
from  any and all liabilities, claims, obligations, losses
and expenses, including reasonable attorneys' fees arising
in  connection with the Lease which are actually incurred,
and  which  arise by virtue of acts or omissions occurring
thereunder,  or  as  a  result of  Assignor's  failure  to
fulfill  the  landlord's duties and  obligations  accruing
under the Lease, prior to the Effective Date.

    Assignee  shall  indemnify and hold Assignor  harmless
from  any  and all liabilities, claims, obligations,  loss
and   expenses,  including  reasonable  attorney's   fees,
arising  in  connection with the Lease or as a  result  of
Assignee's  failure to fulfill the landlord's  duties  and
obligations  accruing  under the Lease  on  or  after  the
Effective Date. Assignee shall be entitled to receive all
income arising from the Lease from and after said
Effective Date. Assignor shall be entitled to receive all
income accruing from the Lease prior to the Effective
Date.

Notwithstanding the foregoing, Assignor shall continue  to
be  obligated  to: (a) correct any defects  in  Landlord's
Work and/or Landlord's Completion Work (as such terms  are
defined  in  the Lease), arising on or before  October  4,
2009,  subject to the terms of Section 2.5.6 of the Lease,
provided that Assignee delivers to Assignor written notice
of such claims of Tenant on or before October 9, 2009; and
(b) with respect to latent defects, enforce the rights  of
Owner   under  that  certain  AIA  Document  A111  between
Assignor, as Owner, and Weiss Builders, Inc, as Contractor
dated November 27, 2007 (the "Construction Contract")  for
Lot  2 on behalf of Assignee and at Assignee's expense for
correction of such latent defects (If the remedy  of  such
matters   shall  take  beyond  the  aforementioned   date,
Assignor agrees to undertake the remedy until completion).
Assignor  shall indemnify and hold Assignee harmless  from
any  and  all liabilities, claims, obligations  (including
reasonable  attorney's fees for the  enforcement  of  this
provision to the extent actually incurred) resulting  from
Assignor's  failure to fulfill its obligations under  this
paragraph.

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

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

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

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


    7.   Whenever the context so requires in this Assignment,
all  words used in the singular shall be construed to have
been  used  in  the plural (and vice versa),  each  gender
shall  be construed to include any other genders, and  the
word  "person"  shall be construed to  include  a  natural
person,  a  corporation, a firm, a  partnership,  a  joint
venture, a trust, an estate or any other entity.
     IN WITNESS WHEREOF, Assignor and Assignee have
executed this Assignment effective as of the day and
year first above written.


                ASSIGNOR:   BRADFORD LANDING SOUTH
                            LLC, an Illinois limited
                            liability company

                            By: Bradford Real Estate
                            Services Corp., its manager

                            By:/s/ CHAD JONES

                             Name: Chad Jones

                            Its: Treasurer and Assistant
                            Secretary


                ASSIGNEE:   AEI NET LEASE INCOME &
                            GROWTH FUND XX LIMITED
                            PARTNERSHIP, a Minnesota
                            limited partnership

                            By: AEI Fund Management XX, Inc.,
                                a Minnesota corporation,
                                Its corporate general
                                partner

                            By: /s/ ROBERT P JOHNSON
                               Robert P Johnson, Its President

                            AEI INCOME & GROWTH FUND 27
                            LLC, a Delaware limited
                            liability company

                            By:  AEI Fund Management XXI,  Inc.,
                                 a Minnesota corporation,
                                 Its managing member

                            By:  /s/ ROBERT P JOHNSON
                               Robert P Johnson, Its President

STATE OF ILLINOIS       )
                        ) ss
COUNTY OF COOK          )

    The forgoing instrument was acknowledged before me
this                                        day of May,
2009, by Chad Jones, as Treasurer/Assistant Secretary of
Bradford Real Estate Services Corp., the manager of
Bradford Landing South LLC, an Illinois limited liability
company, on behalf of said corporation.

WITNESS my hand and official seal.


                                 Notary Public
                                 My commission expires
ACKNOWLEDGEMENT


STATE OF MINNESOTA
                   )SS.
COUNTY OF RAMSEY


     BEFORE ME, the undersigned Notary Public, duly
commissioned and qualified within and for the State and
County aforesaid,
     Personally came and appeared, Robert P. Johnson, that
he  is  the  President  of AEI Fund Management  XX,  Inc.,
corporate general partner of AEI Net Lease Income & Growth
Fund XX Limited Partnership, and that as such officer  and
on  behalf of and in the name of such corporation, on  May
20  , 2009, he signed and executed the above and foregoing
instrument, and said appearer acknowledged said instrument
to be the free act and deed of said corporation, for the
purposes and considerations therein expressed on behalf
of the limited partnership.

     IN WITNESS WHEREOF, this instrument is executed in
the presence of the undersigned witnesses and me, a Notary
Public, on this 20th day of May, 2009.



                             /s/ Marissa M Kim
                             Notary Public


                                              [notary seal]




                           ACKNOWLEDGEMENT


STATE OF MINNESOTA
                   )SS.
COUNTY OF RAMSEY

     BEFORE ME, the undersigned Notary Public, duly
commissioned and qualified within and for the State and
County aforesaid,

     Personally came and appeared, Robert P. Johnson, that
he  is  the  President of AEI Fund Management  XXI,  Inc.,
managing  member of AEI Income & Growth Fund 27  LLC,  and
that  as such officer and on behalf of and in the name  of
such corporation, on May 20 , 2009, he signed and executed
the  above  and  foregoing instrument, and  said  appearer
acknowledged said instrument to be the free act  and  deed
of  said  corporation, for the purposes and considerations
therein  expressed  on  behalf of  the  limited  liability
company.

     IN WITNESS WHEREOF, this instrument is executed in
the presence of the undersigned witnesses and me, a Notary
Public, on this 20th day of May, 2009.



                                    /s/ MARISSA M KIM
                                       Notary Public

[notary seal]




                           EXHIBIT A

                       Legal Description

  Real property in the City of Vernon Hills, County of Lake,
           State of Illinois, described as follows:

Parcel 1:
Lot 2 in the Shoppes at Gregg's Landing Subdivision of parts
of Section 28 and 33, Township 44 North, Range 11 East of the
Third Principal Meridian, according to the Plat thereof
recorded October 11, 2007 as document 6255002, in Lake County,
Illinois.

Parcel 2:
Easement for the benefit of Parcel 1 for access, ingress and
egress as created by the Declaration of Easements, Covenants,
Restrictions, Rights and Obligations by and between Bank of
America N.A., John F. Cuneo, Jr., Consuela Cuneo McAlister,
and William G. Myers, as successor trustees under Declaration
of Trust dated August 12, 1935, Bradford Landing South LLC, an
Illinois limited liability company, and Lowe's Home Centers,
Inc., a North Carolina corporation, recorded October 11, 2007
as document 6255007 as set forth on the Site Plan attached
thereto as Exhibit A.

Parcel 3:
Easement for the benefit of Parcel 1 for ingress and egress
as created by Easements, Covenants, Conditions and
Restrictions by and between Bradford Landing South LLC, an
Illinois limited liability company and Lowe's Home Centers,
Inc., a North Carolina corporation, recorded October 11, 2007
as document 6255006, as set forth in Exhibit A attached
thereto.

Parcel 4:
Easement for the benefit of Parcel 1 for access as created by
Declaration of Easements and Maintenance Agreement made by
Bradford Landing South LLC, an Illinois limited liability
company, dated October 9, 2007, recorded October 11, 2007 as
document 6255008, as amended by First Amendment to Declaration
of Easements and Maintenance Agreement made by Bradford Landing
South LLC, an Illinois limited liability company, dated and
recorded as of even date herewith.



                                      LEASE


                                     between


                            BRADFORD LANDING SOUTH LLC

                                      and

                    STAPLES THE OFFICE SUPERSTORE EAST, INC.

                            Dated September   , 2007

                            for premises located at


                          The Shoppes at Gregg's Landing
                             Vernon Hills, Illinois




     The  preparation, revision or delivery of this  Lease  for
examination and discussion shall in no event be deemed to be an
offer  to lease the Premises but shall be merely a part of  the
negotiations between Landlord and Tenant. Neither party  hereto
shall  have any obligation or liability to the other whatsoever
at  law  or  in  equity (including any claims  for  detrimental
reliance or promissory estoppel) unless and until such time  as
both parties shall have executed and delivered this Lease.


                          Table of Contents

              Article I. Basic Data                               1
                                                                  2
              Article IL Lease of Premises
              Section 2.1. Premises                               2
              Section 2.2. Building and Center                    2
              Section 2.3. Common Facilities                      3
              Section 2.4. Possession                             4
              Section 2.4.1. Delivery of                          4
              Possession
              Section 2.4.2. Date of Delivery                     4
              Section 2.4.3. Condition of Premises                4
              Section 2.4.4. Landlord's Completion                5
              Work
              Section 2.4.5. Certificate of                       6
              Occupancy
              Section 2.5. Landlord's Work                        6
              Section 2.5.1. Intentionally Omitted                6
              Section 2.5.2. Plans and                            6
              Specifications
              Section 2.5.3. Landlord's Work                      6
              Schedule; Permits
              Section 2.5.4. Performance of Work                  7
              Section 2.5.5. Tenant's Inspection                  7
              Section 2.5.6. Landlord's Guarantee                 8
              of Construction
              Section 2.6. Tenant's Work                          8
              Section 2.7. Construction                           8
              Representatives
              Section 2.8 Adjustment of Areas                     8
              Article III. Term                                   9
              Section 3.1. Commencement Date; Term                9
              Section 3.2. Options                                9
              Section 3.3. Lease Years                            9
              Article IV. Rent and Additional                    10
              Charges
              Section 4.1. Base Rent                             10
              Section 4.2. Taxes                                 10
              Section 4.2.1. Tenant's Tax Payments               10
              Section 4.2.2. Definition of                       10
              Property Taxes
              Section 4.2.3. Tax Reductions                      11
              Section 4.3. Insurance Contribution                11
              Section 4.4. Common Facilities Costs               11
              Section 4.4.1. Tenant's Obligation                 11
              Section 4.4.2. Definition of Common                11
              Facilities Costs
              Section 4.4.3. Payment of Common                   11
              Facilities Costs



              Vernon Hills, IL (RKH) 7-20-07
              Section 4.4.4. Records; Audit Right                12
              Section 4.5. Shared Driveway Costs                 12
              Section 4.5.1. Tenant's Obligation                 12
              Section 4.5.2. Definition of Slared Driveway Costs 12
              Section 4.5.3. Payment of Shared Driveway Costs    12
              Section 4.5.4. Records; Audit Right                12
              Section 4.6. Payments                              12
              Article V. Use                                     13
              Section 5.1. Permitted Use                         13
              Section 5.2. Exclusive, Prohibited and Restricted
                            Uses                                 13
              Section 5.2.1. Exclusive Use                       13
              Section 5.2.2. Prohibited Uses                     14

              Section 5.3. Covenants in General                  15
              Section 5.4. Recapture                             15
              Section 5.4.1. Termination Payment                 16
              Section 5.5. Obligation to Open                    16
              Article VI. Alterations; Signs                     16
              Section 6.1. Compliance with Law                   16
              Section 6.2. Tenant's Alterations                  16
              Section 6.2.1. Satellite Antennae                  17
              Section 6.3. Tenant's Pei
                 MIAS                                            17

              Section 6.4. Liens                                 17
              Section 6.5. Trade Fixtures                        17
              Section 6.6. Compactors and Dumpsters              17
              Section 6.7. Signage                               18
              Section 6.7.1. Initial Signage                     18
              Section 6.7.2. Future Signage                      18
              Section 6.7.3. Initial Pylon Signage               18
              Article VII. Insurance                             18
              Section 7.1. Landlord's Insurance                  18
              Section 7.1.1. Liability Insurance                 18
              Section 7.1.2. Property Insurance                  19
              Section 7.2. Tenant's Insurance                    19
              Section 7.2.1. Liability Insurance                 19
              Section 7.2.2. Sole Risk of Tenant                 19
              Section 7.2.3. Self-Insurance                      19
              Section 7.3. General Requirements                  19
              Section 7.3.1. Provisions of Policies              19
              Section 7.3.2. Release; Waiver of Subrogation      20
              Section 7.3.3. Increases in Insurance              20
              Section 7.4. Indemnity                             20
              Section 7.4.1. Landlord's Indemnity                20
              Section 7.4.2. Tenant's Indemnity                  20
              Section 7.4.3. Environmental Indemnities           20

              Article VIII. Maintenance, Repairs and Utilities   21
              Section 81 Tenant's Obligations                    21
              Section 8.2. Landlord's Obligations                22
              Section 8.3. Utilities and HVAC                    23
              Section 8.3.1. Utilities                           23
              Section 8.3.2. HVAC Maintenance                    23
              Section 8.4. Performance                           23

              Article IX. Assignment                             23
              Section 9.1. Permitted Assignment                  23
              Section 9.2. Recognition                           24
              Article X. Casualty; Restoration                   24
              Section 10.1. Restoration                          24
              Section 10.2. Substantial Casualty                 24
              Section 10.3. Rent Abatement; Suspension of Term   25
              Article XI. Eminent Domain                         25
              Section 11.1. Total                                25
              Section 11.2. Partial                              25
              Section 11.3. Rent Abatement                       26
              Section 11.4. Award                                26
              Article XII. Defaults; Remedies                    26
              Section 12.1. Tenant's Defaults                    26
              Section 12.2. Remedies                             26
              Section 12.3. Disputes                             27
              Section 12.4. Self Help                            27
              Article XIII. Representations and Warranties;
                            Quiet Enjoyment                      27
              Section 13.1. Landlord's Representations
                            and Warranties                       27
              Section 13.2. Quiet Enjoyment                      28
              Section 13.3. Subordination; Non-Disturbance       28
              Section 13.4. Memorandum of Lease                  29
              Section 13.5. Landlord Waiver                      29
              Section 13.6. The CCRs                             29
              Section 13.6. I. Grant of Rights
              Section 13.6.2. Priority of OEA                    29
              Article XIV. General Provisions                    30
              Section 14.1. Broker                               30

              Section 14.2. Rent Refund; Reimbursement           30
              Section 14.3. Notices                              30

              Section 14.4 Holding Over                          30
              Section 14.5. Waiver/Remedies                      30
              Section 14.6. Successors                           31
              Section 14.7. Interpretation                       31
              Section 14.8. Consents and Approvals               31
              Section 14.9. Force Majeure                        31
              Section  14.10. Partial Invalidity                 31
              Section 14.11. Attorney Fees                       32
              Section 14.12. Certificates                        32
              Section 14.13. Entire Agreement                    32
              Section 14.14. Interest                            32
              Section 14.15. Effect of Lease                     32
              Section 14.16. CPI                                 32
              Section 14.17. Waiver of Consequential Damages     32
              Section 14.18. Exculpation                         32
              Section 14.19. Co-Tenancy                          33
              Section 14.20. Acquisition Contingency             33
              Signatures                                         35
              Exhibits                                           37
              Exhibit A. Plan of Center                          37
              Exhibit B-1. Legal Description of Premises         38
              Exhibit B-2. Legal Description of Center           39
              Exhibit C. Landlord's Work                         40
              Exhibit D. Tenant's Work                           41
              Exhibit E. Prototypical Signage and Exhibit
                         Criteria                                42
              Exhibit E-1. Building Elevations                   43
              Exhibit E-2. Pylon/Monument Signage                44
              Exhibit F. Existing Exclusives                     45
              Exhibit G. The CCRs                                46
              Schedules                                          47
              Schedule 1. Commencement Date Agreement            47
              Schedule 2A. Subordination, Non-Disturbance
                           and Attornment  Agreement             48
              Schedule 2B. Recognition and Attornment Agreement  51
              Schedule 3. Memorandum of Lease                    53



                             LEASE

     THIS  LEASE  is made as of September  , 2007 by  and  between
BRADFORD LANDING SOUTH LLC, an Illinois limited liability  company
("Landlord"),  and  STAPLES THE OFFICE SUPERSTORE  EAST,  INC.,  a
Delaware corporation- "Tenant")

                         Article I. Basic Data

     Each reference in this Lease to any of the terms contained in
this Article or otherwise defined herein shall be construed to
incorporate the definitions or data stated under that term.

Premises Address:   The Shoppes at Gregg's
                    Landing Milwaukee Avenue and
                    Gregg's Parkway Vernon Hills,
                    IL

Term:               Initial Term:  10 Lease Years

                    Extended Term: 3 options for 5 additional
                                   Lease Years, followed by one
                                   additional option for 4

Base Rent:          Lease Year Lease Years and 11 calendar months

                           P.S.F.*     Annually       Monthly
                      1-10 $23.00      $440,450.00    $36,704.17
                     11-15 $24.50      $469,175.00    $39,097.92
                     16-20 $26.00      $497,900.00    $41,491.67
                     21-25 $27.50      $526,625.00    $43,885.42
                     26-30 $29.00      $555,350.00    $46,279.17

* P.S.F. is defined as per square foot of leaseable area within the
Building.

As defined in Section

2.8 hereof As defined

in Section 2.8 hereof

Environmental Report Date:    As of the date hereof

Final Specifications Date:    November 30,2007

Work Commencement Date:  November 1, 2007

Delivery Date:           June 30, 2008

Outside Delivery Date:   October 30, 2008


LandLord address         c/o Bradford Real Estate
                         Services Corp.
                         10 South Wacker Drive, Suite 2935
                         Chicago, IL   60606
                         Attention: Chief Financial Officer


Landlord's Federal ID #: 20-5983784

Landlord's Property Management
Representative:      Mr. James Toutman, Chief
                     Financial Officer Bradford Real
                     Estate Services Corp.
                     10 South Wacker Drive, Suite 2935
                     Chicago, IL 60606
                     Phone: (312) 755-8003

 Tenant Address:     P.O. Box 9271
                     500 Staples Drive
                     Framingham, MA 01701-9271
                     Attention: Lease Administrator
                     with a copy to: Attention:
                     Legal Department Reference:
                     Vernon Hills, IL

 Construction
 Representatives:    Landlord: Mr. Eric Dams
                     Tenant:   Mr. John Lynch or Mr. Larry Bellomy



                    Article IL Lease of Premises

      Section  2.1.  Premises.  In  consideration  of  the   mutual
 covenants and agreements herein contained, Landlord hereby  leases
 to  Tenant  the premises of approximately 1.93 acres of land  (the
 "Premises") located at the Premises Address which is designated as
 "PREMISES"  on Exhibit A and is legally described on Exhibit  B-1,
 with all improvements, structures and buildings located thereon.

      Section  2.2.  Building and Center. The  Building  containing
 approximately 19,150 square feet of space (the "Building")  is  or
 will  be  located  on  a  portion of the  Premises  and  is  shown
 approximately on Exhibit A. The Premises is located on  a  portion
 of  that  certain  tract of land which is shown  approximately  on
 Exhibit  A, contains approximately 21.89 acres of land, is legally
 described  on  Exhibit B-2, and is commonly  referred  to  as  The
 Shoppes  at Gregg's Landing (the "Center"). Landlord may  increase
 the  size  of the Center by adding land adjacent thereto  and  may
 decrease  the size of the Center by disposing of any part thereof;
 provided,  however, the provisions of clauses (a) through  (e)  of
 Section  2.3 hereof and the provisions of Sections 5.2, 5.3,  6.1,
 7.1,  7.3,  7.4, 8.2, 11.2 and the last sentence of Section  10.1,
 all  as  contained  in  this Lease, shall continue  to  apply,  or
 thereafter  shall  apply, to the land in question  notwithstanding
 the  fact that it may no longer be part of the Center (except that
 the provisions of Section 2.3(b) shall not apply to land added  to
 the  Center). Notwithstanding the foregoing, it is understood that
 the "Center" shall initially consist of Phase I consisting of Lots
 1,  2, 3 and 4 and Outlot A, all as depicted on Exhibit A. In  the
 event  Landlord, in Landlord's sole discretion, hereafter acquires
 all  (or  a  portion)  of the remaining Lots shown  in  Exhibit  A
 ("Phase  II"),  Phase  II  (or  the  portion  so  acquired)  shall
 thereafter be deemed to be included within the definition of
 the Center for all purposes hereunder, without notice to Tenant.
 Notwithstanding the foregoing, at Landlord's option, Lot 5 as
 shown on Exhibit A may be part of either Phase I or Phase II.

      Section  2.3. Common Facilities. Landlord grants  to  Tenant,
 its  employees  and invitees, in common only with  other   tenants
 and   their  business  invitees;  the  non-exclusive  right   and-
 easement  to  use all of the sidewalks, driveways, parking  areas,
 alleys,  service areas including loading and unloading  facilities
 (other  than the loading area, if any, which is designed  for  use
 with  the  Premises or other premises within the  Center),  Center
 signs  (with Tenant's rights to same being governed under  Section
 6.7  hereof),  landscaping, if any, septic systems, cesspools  and
 other  facilities of the Center designed for use by all  occupants
 of  the  Center  (the  "Common Facilities").  Landlord  grants  to
 Tenant  the  exclusive right to use that portion  of  the  service
 area,  including loading areas, designed for use with the Building
 and the right to use the sidewalks adjacent to and immediately  in
 front  of the Building for the storage of shopping carts. Landlord
 agrees to:

      (a)   allow  uninterrupted use of the Common Facilities,  and
 unobstructed  pedestrian  and  vehicular  access  to  the   Common
 Facilities from other areas of the Center and from Milwaukee Avenue
 and Gregg's Parkway and from other public ways (including all means
 of  ingress  and egress shown on Exhibit A), at all  times  except
 during  reasonable  periods of time required to provide  necessary
 maintenance  or  repairs  or to prevent public  dedication  (which
 periods Landlord shall give advanced notice of and use best efforts
 to minimize) provided, however, that Landlord shall not perform or
 allow other tenants in the Center to perform any repair, non-routine
 maintenance or other work in the Common Facilities located  within
 Tenant's  Protected Area depicted on Exhibit A other than  initial
 construction  and emergencies from August 1 through September  15,
 April 1 through July 4, or from November 20 through January 7 of any
 Lease Year;

      (b)  not (i) construct or allow any buildings, free-standing signs,
 kiosks, other structures or outdoor sales areas within Phase I  of
 the  Center  other than as shown on Exhibit A, (ii)  increase  the
 height of any outparcel or pad site buildings in the Center  above
 that  allowed  under the CCRs, (iii) except as expressly  provided
 herein, construct or allow any signage or other improvement upon the
 exterior walls or roof of the Building, or (iv) modify the exterior
 of the Building from that shown on Exhibit E;

      (c)  not otherwise change the Common Facilities located within
 Tenant's Protected Area in any manner without the consent of Tenant;

      (d)  except to the extent Landlord is incapable of complying with
 the following due solely to the proper exercise of eminent domain,
 not reduce the number of parking spaces serving the Center below a
 ratio of 4 spaces per 1000 square feet of Center leaseable area, or
 reduce  the number. of spaces or change the arrangement of parking
 spaces in the Tenant's Protected Area designated on Exhibit A,  or
 impose a parking fee;

      (e)  to the extent permitted under applicable law, maintain a no
 solicitation policy within the Center (but Landlord shall have  no
 obligation to enforce same). Tenant shall have the right, but  not
 the  obligation,  to enforce such no solicitation  policy  against
 violators located



 anywhere within the Center and Tenant agrees to indemnify Landlord
 for all costs, claims and liabilities arising out of any such
 enforcement action taken by Tenant; and

      (f)prior to and during any construction of improvements on any
      of the parcels within
 Ph II-of the Center; Landlord agrees-to erect-and maintain - at  i
 ts  sole--cost-tempotaly    fences around such parcels until  such
 construction  is substantially completed. Further, no construction
 materials,  debris and/or equipment in connection  with  any  such
 future  construction  shall  be stored within  Tenant's  Protected
 Area.

 With  respect  to property which is not owned by Landlord  but  is
 subject  to the CCRs, it is understood that any rights granted  to
 Tenant  hereunder by Landlord and/or any obligations hereunder  of
 Landlord  shall only be to the extent of Landlord's  rights  under
 the  CCRs; Landlord hereby agreeing to use reasonable efforts  and
 all due diligence to enforce such rights under the CCRs.

      Section 2.4. Possession

           Section  2.4.1. Delivery of Possession. Upon  completion
 of  Landlord's  Work,  Landlord will put Tenant  in  complete  and
 exclusive  actual possession of the Premises in the condition  and
 on the terms set forth herein ("Delivery of Possession"). Landlord
 shall  give  Tenant at least 30 days' prior notice (in  accordance
 with  Section  14.3  of  this Lease and to  Tenant's  Construction
 Representative)  of the date of Delivery of Possession  and,  upon
 receipt  of  such  notice by Tenant, the Delivery  Date  hereunder
 shall  thereafter be deemed to be the earlier of (i) the  original
 Delivery Date set forth in Article I hereof, or (ii) the date  set
 forth  in Landlord's notice. Upon Delivery of Possession, Landlord
 shall  give  Tenant  an additional notice thereof  in  the  manner
 aforesaid.

           Section  2.4.2. Date of Delivery. Landlord will use  its
 good  faith,  diligent  and  commercially  reasonable  efforts  to
 complete Landlord's Work and to have Delivery of Possession  occur
 by  the Delivery Date. If Delivery of Possession does not occur by
 the  Delivery Date for any reason except to the extent delayed due
 to  an Event of Force Majeure (as defined in Section 14.9), Tenant
 shall be given 2 days of Base Rent and additional charges free for
 every day after the Delivery Date Delivery of Possession does  not
 occur.  If  Delivery of Possession does not occur by  the  Outside
 Delivery Date, Tenant may terminate this Lease by notice any  time
 prior to Landlord's actual Delivery of Possession. Notwithstanding
 the  reason  for  late  Delivery of  Possession,  if  Delivery  of
 Possession  occurs  after October 21 of any  calendar  year,  then
 Tenant  shall  have  the option, in Tenant's sole  discretion,  to
 delay  Delivery of Possession until February 1 of the  immediately
 subsequent calendar year and Delivery of Possession shall  not  be
 deemed to occur until such date for all purposes under this Lease.
 Tenant  reserves any and all rights it has under  this.  Lease  or
 otherwise for Delivery of Possession occurring after the  Delivery
 Date  (as the same may be revised pursuant to this Section  2.4.2)
 whether Tenant terminates this Lease or receives the above credit.


       Section 2.4.3. Condition of Premises. Landlord warrants that
 upon   Delivery  of  Possession  (i)  Landlord's  Work  shall   be
 substantially complete except for such portions of Landlord's Work
 which  cannot  be  completed until Tenant has completed  its  work
 (provided

                                 -4-
 Landlord shall promptly complete such portions of Landlord's  Work
 as soon as reasonably possible after completion of Tenant's Work);
 (ii) the HVAC system, the sprinkler system, the electrical system,
 the  plumbing system, all other mechanical systems of the Building
 and the roof and structural components of the Building will be  in
 good order and condition; (iii) the Building will be weathertight,
 (iv) the-Building will be free from asbestos; (v) the Premises and
 to   Landlord  s  knowledge  and  belief  (but  without   limiting
 Landlord's obligations under Section 7.4.3 and 8.2(e)), the Common
 Facilities, will be in compliance with all Environmental Laws  (as
 defined  in  Section 7.4.3); (vi) except as expressly provided  in
 Section 2.4.4, all Common Facilities shown on Exhibit A will  have
 been  substantially completed and will have been constructed in  a
 good  and  workmanlike  manner, using  materials  of  first  class
 quality;  (vii) all construction debris, materials, equipment  and
 trailers shall be removed from Tenant's Protected Area; (viii) all
 contingencies within Landlord's reasonable control (and not within
 Tenant's  reasonable control) required by governmental authorities
 as  a  condition  to  Tenant obtaining permits and  approvals  for
 Tenant's  Work shall have been fulfilled; and (ix) Landlord  shall
 have  provided  Tenant  with an accurate street  address  for  the
 Premises.  For  the purposes hereof, "substantial  completion"  of
 Landlord's Work shall mean completion in accordance with the Final
 Specifications except for Punchlist items (as defined below) which
 are  capable  of  completion within 30 days  and  which  will  not
 interfere with Tenant's Work; provided, however, in no event shall
 Landlord's  Work be deemed substantially completed until  Landlord
 entirely completes construction of all items which would interfere
 with  the operation of Tenant's business in the Premises. Promptly
 following Delivery of Possession, Tenant shall furnish to Landlord
 a written statement setting forth any such uncompleted portions of
 Landlord's  Work  (the  "Punchlist").  Landlord  shall  diligently
 complete the Punchlist items and if Landlord fails to complete the
 Punchlist items within 30 days after delivery of the Punchlist  to
 Landlord, Tenant may complete any of such Punchlist items  and  if
 not  paid  by Landlord within 30 days after notice from Tenant  to
 Landlord of such cost (including copies of invoices), then  Tenant
 may  immediately  set-off  the reasonable  third  party  cost  and
 expense  of  such completion, together with Interest, against  all
 rent  and  additional charges due or to become  due  hereunder  in
 accordance with Section 12.4 hereof (but without the necessity  of
 any  further  notices to Landlord which might  be  required  under
 Section 12.4).


           Section     2.4.4.    Landlord's    Completion     Work.
 Notwithstanding anything contained in this Lease to the  contrary,
 Landlord will use its commercially reasonable efforts to complete,
 or cause to be completed, the striping of all parking areas within
 the  Premises, all landscaping, and the performance of Item  4  on
 Exhibit  C  ("Landlord's Completion Work") within  30  days  after
 Delivery  of  Possession (the "Completion Date"),  and  Landlord's
 Completion  Work  shall  not  be a  requirement  for  Delivery  of
 Possession.  If  Landlord fails to complete Landlord's  Completion
 Work  by the Completion Date, Tenant shall be given 2 days of Base
 Rent  and  additional  charges  free  for  every  day  after   the
 Completion   Date   Landlord  fails  to  so  complete   Landlord's
 Completion   Work.  If  Landlord  fails  to  complete   Landlord's
 Completion  Work by the date Tenant desires to open  for  business
 within  the  Premises ("Tenant's Opening Date"), Tenant  shall  be
 given  3  days of Base Rent and additional charges free for  every
 day  after  Tenant's Opening Date Landlord fails  to  so  complete
 Landlord's  Completion Work. Tenant shall give  Landlord  30  days
 prior  notice  of  such Tenant's Opening Date which  shall  be  no
 sooner than the Completion Date.


                                 -5-
           Section   2.4.5.   Certificate  of   Occupancy.   If   a
 certificate  of  occupancy (or its equivalent)  cannot  be  issued
 after  Tenant's  Work  is  complete due to  incompleteness  of  or
 defects  in  Landlord's Work or due to any other condition  within
 the  Center  within Landlord's reasonable control (and  in  either
 event  not  due  to the act or omission of Tenant) and  Tenant  is
 precluded  from  opening  for business within  the  remises  as  a
 result   thereof, then Tenant shall be given-2 days of  Base  Rent
 and  additional  charges  free  for  every  day  until  Tenant  is
 permitted  to  open  for  business  with  the  public  within  the
 Premises;  provided, however, that if a temporary  certificate  is
 issued,  Landlord  shall  procure  a  renewal  of  such  temporary
 certificate  or permanent certificate prior to the  expiration  of
 the temporary certificate.

      Section 2.5. Landlord's Work. Prior to Delivery of
 Possession, Landlord shall perform the work described in this
 Section 2.5 as follows ("Landlord's Work"):

           Section 2.5.1. Intentionally Omitted.

           Section 2.5.2. Plans and Specifications. Landlord  shall
 perform  the  work  described on Exhibit  C,  including  the  work
 contemplated  by  the schedule of performance  specifications  and
 preliminary  plans ("Performance Specifications").  Prior  to  the
 Final  Specifications  Date, Landlord  will  submit  for  Tenant's
 approval   detailed   plans,   working   drawings   and   detailed
 specifications    ("Final    Specifications"),     which     Final
 Specifications  shall  be  in  conformity  with  the   Performance
 Specifications. Tenant agrees to approve or comment upon any  such
 submittals by Landlord within 10 days after submission thereof  to
 Tenant,   which   submission  to  Tenant   shall   expressly   and
 prominently  state  the consequences of Tenant's  non-response  as
 set forth in this Section 2.5.2. If Tenant does not so approve  or
 comment  upon  such submittals within 10 days after submission  to
 Tenant  together with the requisite statement in the  notice,  the
 same   shall   constitute  a  "Tenant  Delay",   with   the   Work
 Commencement  Date and the Delivery Date being  extended  one  day
 for  each  day  after  the expiration of said 10-day  period  that
 Tenant  fails  to  so  approve or comment  upon  such  submittals.
 Further, the Outside Delivery Date shall be extended one  day  for
 each  day of actual delay caused by Tenant's failure to so approve
 or   comment  upon  such  submittals  within  said  10-day  period
 (Landlord  hereby agreeing to use commercially reasonable  efforts
 to  minimize  any  such  delay). The  Final  Specifications  shall
 become  a part of this Lease upon approval by Tenant. Approval  of
 the  Final  Specifications shall not be deemed to be an  agreement
 that  they  are  in  compliance with law nor shall  such  approval
 impose any liability on Tenant; the party preparing the plans  has
 sole  responsibility for compliance with all  building  codes  and
 other  applicable  laws and requirements. Tenant shall  reasonably
 cooperate  with  Landlord in Landlord's obtaining of  governmental
 approval of plans and specifications.


           Section   2.5.3.  Landlord's  Work  Schedule;   Permits.
 Landlord's  Work  will  be  commenced  on  or  before   the   Work
 Commencement  Date  but not before mutual approval  of  the  Final
 Specifications and receipt of all necessary permits and  approvals
 for  Landlord's  Work, which permits and approvals Landlord  shall
 diligently proceed to obtain. All building permits, temporary  and
 permanent   certificates  of  occupancy  and  other   governmental
 approvals  required to construct and to permit  occupancy  of  the
 Premises  for Tenant's intended use shall be obtained by  Landlord
 at  Landlord's  expense  (except for particular  licenses  or  use
 permits  normally  obtained  by Tenant  for  the  conduct  of  its
 business). If Landlord does not obtain all governmental permits

                                 -6-
 and  approvals for Landlord's Work and Landlord's Completion  Work
 and  does  not commence those aspects of Landlord's Work  directly
 pertaining to the Premises by the Work Commencement Date  for  any
 reason  except to the extent due to an Event of Force Majeure,  or
 Tenant  Delays  (as  defined  in  Section  2.5.2)  or  Tenant  may
 terminate this Lease by notice to Landlord any time prior  to  the
 actual  commencement  of Landlord's Work. Notwithstanding anything
 to  the  contrary contained herein, Landlord shall not be required
 to  commence  its work hereunder unless and until the  earlier  to
 occur of the date Landlord has received a waiver of Tenant's right
 of   termination  contained  in  Section  2.6  or  the  date  such
 termination right expires in accordance with the express terms  of
 Section  2.6.  If Tenant has not provided Landlord with  a  notice
 indicating  Tenant's  decision as  to  such  waiver  by  the  date
 Landlord is ready or about ready to commence work, Landlord  shall
 request such notice from Tenant.

           Section 2.5.4. Performance of Work. Landlord's Work  and
 Landlord's  Completion Work will be prosecuted to completion  with
 due  diligence and will be done at Landlord's expense, except that
 (i)  promptly  following receipt by Landlord of any  change  order
 request   by  Tenant  after  approval  by  Tenant  of  the   Final
 Specifications  or  any  change  requested  by   Tenant   to   the
 Performance  Specifications after the date hereof, Landlord  shall
 provide  Tenant,  for  Tenant's approval,  Landlord's  good  faith
 estimate as to the delay (if any) and the increase in cost in  the
 performance of Landlord's Work likely to be caused by such  change
 order  (Tenant  hereby agreeing to respond within  10  days  after
 receipt of Landlord's estimate), (ii) any increase in the cost  to
 Landlord  caused  solely by such approved  change  order  made  by
 Tenant  shall be borne by Tenant and shall be paid to Landlord  on
 or  before  30  days  after  bills are  rendered  therefor,  (iii)
 provided  Tenant authorizes the performance of such change  order,
 the  Work  Commencement Date, the Delivery Date  and  the  Outside
 Delivery  Date  shall be extended one day for each day  of  actual
 delay in the performance of Landlord's Work reasonably incurred by
 Landlord and caused by such change order (Landlord hereby agreeing
 to use reasonable efforts to minimize any such delay), and (iv) to
 the  extent  such  approved change orders  made  by  Tenant  delay
 Delivery of Possession in the aggregate by more than 14 days,  the
 75-day  period set forth in Section 3.1 hereof shall be  shortened
 by  one day for each day over said 14-day period that Delivery  of
 Possession is delayed on account of said change orders  by  Tenant
 (but  in  no event shall such 75-day period be shortened  by  more
 than  45 days). Landlord's Work and/or Landlord's Completion  Work
 shall  not  be commenced until after the Final Specifications  for
 such  work  have been approved, shall be performed in a  good  and
 workmanlike  manner  in compliance with the  Final  Specifications
 (other  than  in  non-material areas,  e.g.  minor  deviations  in
 measurements  that  have  no  actual effect  on  Tenant's  use  or
 enjoyment of the Premises) with only such subsequent modifications
 as  may be approved by Tenant, and shall be in compliance with all
 building  codes  and  other applicable  laws  and  regulations  of
 governmental  authorities or boards of fire insurance underwriters
 or  the  like.  Landlord shall keep the Premises  and  the  Common
 Facilities free of liens as provided in Section 6.4.


           Section 2.5.5. Tenant's Inspection. Tenant may enter the
 Premises  to  inspect  the  progress of  Landlord's  Work  and  to
 determine  if the work is being performed in accordance  with  the
 requirements  of  the  Lease without being deemed  to  have  taken
 possession or having obligated itself to pay Base Rent, additional
 charges  or  other charges, provided, however, that Tenant  agrees
 that it shall not unreasonably interfere with Landlord's Work.


                                 -7-
              Section  2.5.6.  Landlord's Guarantee  of  Construction.
    Landlord  agrees to correct any defects in Landlord's Work  and/or
    Landlord's  Completion Work provided Tenant gives notice  of  such
    defects  to  Landlord  prior  to  the  first  anniversary  of  the
    Commencement Date. This time limitation shall not apply to  latent
    defects  in  Landlord's  Work and/or Landlord's  Completion.  Work
    which Tenant could not reasonably have   discovered prior  to  the
    expiration  of such time period. Landlord shall maintain  on  file
    warranties and guaranties pertaining to contractors' work and  the
    mechanical  systems  of  the Premises. To the  extent  assignable,
    Landlord  shall  assign all guaranties and  warranties  to  Tenant
    which  relate  to  equipment and other portions  of  the  Premises
    Tenant is to maintain.

         Section  2.6. Tenant's Work. Tenant shall have the  right  to
    perform  the  work to be done by Tenant to ready the Premises  for
    Tenant's  business ("Tenant's Work"), including without limitation
    the  installation  of  fixtures and other equipment,  erection  of
    building  signs and installation of pylon/monument sign panels  as
    described  on Exhibit E, and stocking of merchandise and  supplies
    (Landlord hereby consenting to all of the foregoing). Tenant shall
    use  reasonable efforts to obtain the permits for Tenant's signage
    and  elevations depicted on Exhibit E (Tenant hereby agreeing that
    all submissions to the permitting authority shall be in accordance
    with  applicable code except to the extent shown  on  Exhibit  E).
    Landlord  shall have the right, upon notice to Tenant,  to  obtain
    Tenant's such signage and elevation permits to Tenant's reasonable
    satisfaction.  If, for any reason other than Tenant's  failure  to
    use                       reasonable                       efforts

         Section  2.7.  Construction  Representatives.  Each
    party  authorizes the other to rely in  connection  with
    plans  and construction upon approval and other  actions
    on  the  party's  behalf by its respective  Construction
    Representative  or  any  other  or  additional   persons
    hereafter designated.

         Section  2.8.  Adjustment  of  Areas.  The   square
    footage   of  the  Building  and  the  Center   may   be
    remeasured by Landlord or Tenant from time to  time  and
    Base  Rent,  additional  charges,  Tenant's  Share   and
    Tenant's   Tax  Share  shall  be  adjusted  accordingly.
    Remeasurements  shall be calculated  from  the  exterior
    face  of exterior walls and from the centerline of party
    or  partition walls. References in this Section  2.8  to
    "leaseable   square  footage"  shall  be  construed   to
    include  interior square footage that is owned and  used
    by  owners  as well as area that is leased and  used  by
    tenants.  Tenant's  Share shall  be  the  fraction,  the
    numerator of which is the leaseable area of

 the   Building  and  the  denominator  of  which  is  the
 leaseable  area  of the Center, including  outdoor  sales
 areas.  Tenant's  Tax Share shall be  the  fraction,  the
 numerator  of which is the square footage of land  within
 the  Premises  and  the denominator of  which  is  square
 footage  of  all land located on the separately  assessed
 tax  parcel containing the Premises. Notwithstanding  the
 foregoing,   in  no  event  shall-the  yearly  Base-Rent,
 Tenant's  Share  or Tenant's  Tax Share  (except  as  set
 forth  in  the next sentence) be based on square  footage
 within  the Building greater than as set forth in Section
 2.2  hereof or on square footage within Phase  I  of  the
 Center  less than 90% of that shown on Exhibit A. In  the
 event  any  tenant or owner occupying a building  located
 within  the  Center  performs its own  Common  Facilities
 maintenance or obtains the casualty insurance on its  own
 building,  the leaseable area contained in such  building
 shall  be excluded from the denominator of Tenant's Share
 for the purposes of calculating the applicable additional
 rent  hereunder,  so long as no charges  associated  with
 said building (or the Common Facilities surrounding same)
 are included in the Common Facilities Costs or Landlord's
 Premiums to be contributed to by Tenant hereunder.




                      Article III. Term

      Section 3.1. Commencement Date; Term. The Term shall
 begin  (the "Commencement Date") on the earlier to  occur
 of (i) the date Tenant opens for business with the public
 within  the Premises, or (ii) the 75th day following  the
 later  of  Delivery of Possession or Tenant's receipt  of
 all  building and signage permits (but in no event  shall
 the  Commencement Date be deemed to have  occurred  later
 than  180  days after Delivery of Possession).  The  Term
 shall end on the last day of the Initial Term, unless the
 Term is extended or earlier terminated. Upon commencement
 of the Term, the parties will execute a Commencement Date
 Agreement in substantially the form of Schedule "1".

      Section 3.2. Options. Provided the Lease is in  full
 force  and  effect  and Tenant is not  then  in  material
 default of this Lease (after the expiration of all notice
 and  cure periods) and Landlord is then actively pursuing
 a  remedy  on account of such default, Tenant may  extend
 the  Term  for  the Extended Term(s) by  giving  Landlord
 notice  of  its election to do so no less than  9  months
 prior  to the beginning of such Extended Term. If  Tenant
 fails to give notice by such date, Tenant's time to  give
 notice  of  its  election shall continue until  the  date
 which  is  60  days after Landlord notifies  Tenant  that
 Tenant has failed to make such election. If Landlord does
 not  give such notice to Tenant on or before the 90th day
 before  the then effective expiration date of  the  Term,
 the  Term  will extend automatically past such expiration
 date  to  the  date  90 days after  the  earlier  of  (a)
 Landlord's  notice  to  Tenant  of  Tenant's  failure  to
 exercise  its  option (subject to Tenant's  right  within
 such  60-day period to extend the Term), or (b)  Tenant's
 notice  to Landlord that it will not exercise its  option
 to extend the Term.


      Section 3.3. Lease Years. The first Lease Year shall
 be  the  period  of  approximately  12  months  from  the
 Commencement  Date through the last day of  the  calendar
 month  in which the anniversary of the Commencement  Date
 occurs.  Subsequent Lease Years shall be  periods  of  12
 months each.




                             -9-

           Article IV. Rent and Additional Charges

     Section  4.1. Base Rent. Tenant shall pay  Base  Rent
 during the Term in accordance with the Base Rent schedule
 set  forth in Article I and such Base Rent shall be  paid
 in  equal monthly installments, in advance, on or  before
 the  first  day  of each month of  the Term.  Base   Rent
 shall  be  pro rated for any Lease Year that  is  not  12
 months  long  based on the number of actual days  elapsed
 and a 365 day year.

      Section  4.2.  Taxes. Landlord shall pay  all  taxes
 levied  or assessed against those portions of the  Center
 owned  by Landlord (other than the Premises to the extent
 the  Premises are separately assessed) before such  taxes
 become delinquent.

           Section    4.2.1.   Tenant's   Tax    Payments.
 Commencing  on  the Commencement Date, as  an  additional
 charge,  Tenant  shall pay to Landlord the  Tenant's  Tax
 Share  of  Property Taxes for each tax year of  the  Term
 ("Tenant's Tax Payment"); provided, however, that if  the
 Premises  is  in and of itself a separately  tax  parcel,
 Tenant's  Tax Share shall be 100% and Tenant  shall  make
 Tenant's Tax Payment directly to the assessing authority.
 Property  Taxes  shall be pro rated for any  partial  tax
 year  within the Term based on the actual number of  days
 elapsed.  Promptly after receipt of a Property Tax  bill,
 Landlord  shall provide Tenant with a statement  (a  "Tax
 Statement")  consisting  of  (a)  a  copy  of  such  bill
 indicating  the  prior payment was  made,  together  with
 reasonable evidence of the property to which it  relates,
 (b)  a computation of Tenant's Tax Share of such Property
 Taxes,  (c)  the manner in which Tenant's Tax  Share  was
 calculated  (including a statement of the square  footage
 of  all  land  in  the  separately  assessed  tax  parcel
 containing the Premise's), and (d) a statement of whether
 Landlord  will contest such Property Taxes. Tenant  shall
 pay Tenant's Tax Payment by the later to occur of 30 days
 after  receipt of the Tax Statement or 30 days  prior  to
 when  such  Center  Tax  is  deemed  delinquent  by   the
 assessing   authority;  however,  Tenant  will   not   be
 responsible for any portion of Property Taxes  for  which
 Landlord  has  not presented Tenant with a Tax  Statement
 within one year after such Center Taxes were due.

           Section 4.2.2. Definition of Property Taxes.  "
 Property Taxes" means the real estate taxes levied on the
 separately  assessed tax parcel containing the  Premises.
 In the event (and only in the event) the Premises are not
 in  and  of  itself  a  separately assessed  tax  parcel,
 Property  Taxes  shall (a) exclude  (i)  assessments  and
 taxes  based  on  the  assessed  valuation  of  land  not
 improved  with commercial buildings or Common Facilities,
 and  (ii)  any  interest or penalty  charges  payable  by
 Landlord with respect to any such taxes so long as Tenant
 made   Tenant's  Tax  Payment  within  the  time  periods
 contained  in Section 4.2.1 hereof, and (b)  reflect  any
 discount available to Landlord by prompt payment of  such
 tax regardless of whether such prompt payment is actually
 made but only so long as Tenant made Tenant's Tax Payment
 to   Landlord  within  the  applicable  discount  period.
 Property  Taxes  shall  also  include  any  tax,  excise,
 surcharge   or   assessment  hereafter  levied   by   any
 governmental taxing authority upon or against  the  rents
 payable  hereunder  by  Tenant in lieu  of  any  Property
 Taxes.  Notwithstanding the foregoing, Tenant shall  have
 no  obligation  to  pay any income  taxes,  sales  taxes,
 excess    profit   taxes,   franchise,   capital   stock,
 inheritance  or  estate taxes, license  fees,  inspection
 fees  or  permit fees levied against Landlord. Landlord's
 reasonable  costs  incurred in protesting  or  contesting
 Center   Taxes,   including   without   limitation,   the
 reasonable fees and expenses of Landlord's attorneys,



 accountants and appraisers, shall be included within  the
 definition of "Center Taxes", provided that the amount of
 such  costs included within Center Taxes shall not exceed
 the amount of the refund or savings achieved through such
 contest.

 Section Reductions. If Landlord  receives a reduction  of
 any  Property  Taxes  included in Tenant's  Tax  Payment,
 within  30 days Landlord shall pay Tenant's Tax Share  of
 such  reduction, after deduction of Landlord's reasonable
 out-of-pocket costs, if any, of obtaining such reduction,
 to  Tenant. If after request by Tenant, Landlord does not
 contest  any  Property  Tax,  Tenant  may  contest   such
 Property  Tax in its own or in Landlord's name.  Landlord
 agrees  to  provide Tenant with all reasonable assistance
 in   such  contest,  including  joining  in  and  signing
 pleadings. Any reduction of Property Taxes obtained shall
 be  paid  to Landlord after payment of reasonable out-of-
 pocket  costs and reimbursement of Tenant's Tax Share  of
 such Property Tax reduction to the extent already paid to
 Landlord.

Section 4.3. Insurance Contribution. Landlord shall pay all
premiums for the insurance required to be maintained by
Landlord under Section 7.1 ("Landlord's Premiums").
Commencing on the Commencement Date, Tenant shall reimburse
Landlord for Tenant's Share of Landlord's Premiums incurred
with respect to the insurance to be maintained under Section
7.1.1 hereof and 100 of Landlord's Premiums incurred with
respect to the insurance to be maintained under Section
7.1.2 hereof, within 30 days after receipt of a statement,
in a form reasonably satisfactory to Tenant, consisting of
(i) a copy of the premium bill indicating the applicable
policy and coverage, and (ii) a statement of Tenant's Share
of such Landlord's Premium, and the manner in which Tenant's
Share was calculated. Landlord's Premiums shall be limited
to reasonable and competitive amounts actually paid by
Landlord, and shall be pro rated for any partial calendar
year within the Term based on the actual number of days
elapsed. Tenant will not be responsible for any portion of
Landlord's Premiums for which Landlord has not presented
Tenant with a statement within one year after the applicable
calendar year.



Section 4.4. Common Facilities Costs.


Section 4.4.1. Tenant's Obligation. Commencing on the Commencement Date, as
an additional charge, Tenant shall reimburse Landlord for Tenant's Share of
the Common Facilities Costs for each calendar year. The Common Facilities
Costs shall be pro rated for any partial year during the Term based on the
actual number of days elapsed.

Section 4.4.2. Definition of Common Facilities Costs. "Common Facilities
Costs" means the charges assessed against Landlord pursuant to Setif of the
Lowe's CCRs (as defined in Section 13.6 hereof), including (or plus if not
assessed under the Lowe's CCRs) costs incurred in connection with the storm
water drainage from Lot 2 into the off-site pond located west of Lowe's.

Section 4.4.3. Payment of Common Facilities Costs. Promptly after receipt
of a Common Facilities Costs bill pursuant to the Lowe's CCRs, Landlord
shall provide Tenant with a statement (a "CFC Statement") consisting of
(a) a copy of such bill and any supporting documentation received by
Landlord in connection  therewith, (b) a computation of Tenant's Share of
such Common Facilities Costs, and (c) the manner in which Tenant's Share
was calculated. Tenant shall pay Tenant's Share of the Common Facilities
Costs included in the CFC Statement within 30 days after receipt of the
CFC Statement; however, Tenant will not be responsible for any portion of
Common Facilities Costs for which Landlord has not presented Tenant with
a CFC Statement within one year after such Common Facilities Costs bill was
received by Landlord.

Section 4.4.4. Records; Audit Right. Tenant shall have all rights granted to
Landlord, if any, to audit any Common Facilities Costs bill for which Tenant
shall be obligated to pay Tenant's Share hereunder.

Section 4.5. Shared Driveway Costs.

Section 4.5.1. Tenant's Obligation. Commencing on the Commencement Date, as
an additional charge, Tenant shall reimburse Landlord for 50% of the Shared
Driveway Costs for each calendar year. The Shared Driveway Costs shall be
pro rated for any partial year during the Term based on the actual number
of days elapsed.

Section 4.5.2. Definition of Shared Driveway Costs. "Shared Driveway Costs"
means the actual costs incurred by Landlord (or a third party) in the
maintenance, repair and replacement of the Shared Driveway identified on
Exhibit A. In the event Shared Driveway Costs incurred during the final 7
years of the Term (as extended) includes a capital expenditure (as defined
under GAAP) of any nature, Landlord shall reimburse Tenant for the
unamortized portion of all such capital expenditures at the end of the
Term (amortized on a straight-line basis over the useful life of the item
in accordance with GAAP). Such payment shall be made by Landlord no later
than 30 days before the end of the Term and in no event shall the end of
the Tenn be deemed to have occurred until such payment has been made
(but all Base Rent and additional charges due hereunder and all obligations
of Tenant hereunder shall fully abate from the original effective end of
the Term until such payment is received by Tenant).

Section 4.5.3. Payment of Shared Driveway Costs. Landlord shall provide
Tenant with a statement (a "SDC Statement") consisting of (a) a copy of
such bill and any supporting documentation received by Landlord in
connection therewith, and (b) a computation of Tenant's owed portion of
such Shared Driveway Costs. Tenant shall pay Tenant's owed portion of the
Shared Driveway Costs included in the SDC Statement within 30 days after
receipt of the SDC Statement; however, Tenant will not be responsible for
any portion of Shared Driveway Costs for which Landlord has not presented
Tenant with a SDC Statement within one year after such Shared Driveway
Costs bill was received by Landlord.

Section 4.5.4. Records; Audit Right. Tenant shall have all rights granted to
Landlord, if any, to audit any Shared Driveway Costs bill for which Tenant
shall be obligated to pay any portion hereunder.

Section 4.6. Payments. Payments shall be made to Landlord at Landlord's
Address until Tenant is otherwise notified by Landlord. Tenant shall be
fully protected in acting upon any notice changing the payee and purporting
to be signed by or on behalf of Landlord and believed by Tenant in good
faith to be genuine. After one year from the issuance by Landlord of any
bill

                                     -12-
or statement of charges to be paid by Tenant, whether for Base Rent,
additional charge or otherwise, Landlord shall not increase the amount
covered by such bill or statement. No payment by Tenant of any lesser
amount than the amount stipulated to be paid hereunder, without a claim of
setoff or abatement, shall be deemed other than on account of the earliest
stipulated Base Rent or additional charges; nor shall any endorsement or
statement     on any check or letter be deemed an accord and satisfaction,
and Landlord may accept any check or payment without prejudice to
Landlord's right to recover the balance due or to pursue any other remedy
available to Landlord.


Article V. Use

Section 5.1. Permitted Use. The Premises may be used for the sale and leasing
of equipment (including computers and telecommunications equipment), furniture
or supplies for business or office (including home office) use, and the
provision of business or office services (including copying, printing,
telecommunications, packing, shipping and business equipment repair services),
for uses ancillary thereto, and for any other legal retail purpose not in
violation of Article III of the Lowe's CCRs and not listed in Section 5.2.2
or 5.2.3 hereof, or for no use or purpose. In the event the use of the
Premises changes from the sale and leasing of equipment, furniture or
supplies for business or office use, and/or the provision of business or
office services as aforesaid, Tenant agrees that Tenant's primary use as
changed shall not violate (i) any exclusive use right listed in Exhibit F
if such Tenant change in use occurs within the first 2 Lease Years of the
Term, (ii) any exclusive use right listed in Exhibit F which is then in
effect and enforceable (if such change in use occurs after the
first 2 Lease Years of the Term), or (iii) any future exclusive use right
granted by Landlord to a tenant occupying 25,000 square feet or more within
the Center, which exclusive use right is then in .effect and of which Tenant
has received notice.

Section 5.2. Exclusive, Prohibited and Restricted Uses. Subject to

Section 5.3 herein, Landlord covenants that, other than the Premises:

Section 5.2.1. Exclusive Use. No part of the Center shall be used for the
sale, leasing or distribution of equipment (including computers and
telecommunications equipment), furniture or supplies for business or office
(including home office) use, or the provision of business or office services
(including copying, printing, telecommunications, packing, shipping and
business equipment repair services) (collectively, the "Exclusive Goods
and Services") and no property located within one mile of the Center owned
by Landlord or by an entity under common control with Landlord shall be
used for the operation of a so-called "office supply superstore" as such
retailing concept is generally defined and acknowledged within, the retail
industry; provided, however, that (i) if Tenant changes its use of the
remises from the sale and leasing of equipment, furniture or supplies
for business or office use, and/or the provision of business or office
services as aforesaid, or during any period of time that there is no
business being operated from within the Premises, the aforesaid
restriction on property located outside of the Center shall be limited
to property located adjacent to the Center; (ii) if Tenant changes its
use of the Premises from the sale and leasing of equipment, furniture or
supplies for business or office use, and/or the provision of business or
office services as aforesaid, Tenant agrees to waive the aforesaid
exclusivity right so long as Landlord grants to Tenant, to Tenant's
reasonable satisfaction, an exclusivity right for Tenant's new primary use
of the Premises (which new



                            -13-
exclusivity  right shall thereafter be deemed the  Exclusive
Goods  and Services for all purposes under this Lease);  and
(iii)  in  the  case  of  any successor-in-interest  to  the
original  Landlord hereunder and/or as to any  retail  space
outside  of the Center purchased by Landlord after the  date
hereof,  such  restriction shall not apply  to  leases  then
existing  with respect to such property located  outside  of
the  Center as of the date such successor Landlord  acquires
the  Center  or as of the date Landlord acquires such  other
retail  space (as the case may be), but shall apply  to  any
leases   subsequently  entered  into.  Landlord  shall   not
advertise  any  other providers of the Exclusive  Goods  and
Services   within  the  Center  or  on  any  Center-specific
internet  web site, nor shall Landlord provide  the  general
public  with direct internet access (via link or  otherwise)
to  any  such  other  providers of the Exclusive  Goods  and
Services; and

          Section  5.2.2. Prohibited Uses. No part  of  the
Center  shall be used for any of the following: (i) bowling
alley,  skating  rink, miniature golf or  other  sports  or
recreational facility; (ii) school, library, reading  room,
or  house  of  worship;  (iii) movie  theatre,  auditorium,
meeting  hall,  hotel or motor inn, or any residential  use
facility;   (iv)  massage  parlor,  tattoo  parlor,   adult
bookstore, adult entertainment facility, a so-called "head"
shop,  off-track betting, gambling, gaming or check cashing
facility;   (v)   automobile  body  shop,  or   automobile,
motorcycle,  boat,  trailer or  truck  leasing,  rental  or
sales;  (vi) tavern or bar (unless operated incidental  to,
in  conjunction  with,  and  under  the  same  name  as,  a
restaurant permitted hereunder), amusement park,  carnival,
banquet facility, dance hall, disco, nightclub, video game,
virtual  reality or laser tag room or facility, pool  hall,
arcade,  indoor children's recreational facility  or  other
amusement   or  entertainment  facility  (unless   operated
incidental to, in conjunction with, and under the same name
as,   a   restaurant   permitted  hereunder);   (vii)   any
manufacturing,  warehouse or office use (except  incidental
to  a  retail  operation and except  office  use  shall  be
permitted  so  long as the same is not located  within  200
feet  of  the  Building);  (viii)  funeral  parlor,  animal
raising or storage (except incidental to a full-line retail
pet supply operation), pawn shop, flea market or swap meet,
junk  yard;  (ix) drilling for and/or removal of subsurface
substances, dumping, disposal, incineration or reduction of
garbage  or  refuse,  other than  in  enclosed  receptacles
intended for such purposes; (x) any facility related to the
occult sciences, such as palm readers, astrologers, fortune
tellers,  tea leaf readers or prophets, frozen food  locker
or  sales  facility,  milk  distribution  center,  medical,
dental  or hospital related center or offices (except  that
medical  and dental offices shall be permitted so  long  as
the  same  is not located within 200 feet of the Building),
nursing  home,  old  age  center, or governmental  facility
(other than a post office), recruiting center or employment
center;  or  (xi)  any use which constitutes  a  public  or
private   nuisance  or  produces  unreasonable   noise   or
vibration; and


          Section 5.2.3. Restricted Uses. No part of Lot  3
shall  be  used for any of the following uses: (i) tanning,
health, exercise or racquet club or spa, gymnasium, bowling
alley,  skating  rink, miniature golf or  other  sports  or
recreational facility; (ii) school, library, reading  room,
or  house  of  worship;  (iii) movie  theatre,  auditorium,
meeting hall, hotel or motor inn, or any residential use or
day-care  facility;  (iv) massage  parlor,  tattoo  parlor,
adult  bookstore, adult entertainment facility, a so-called
"head"  shop, off-track betting, gambling, gaming or  check
cashing  facility;  (v) laundromat,  car  wash,  automobile
repair  work  or  automotive service or gas  station,  tire
store,  automobile  body  shop, or automobile,  motorcycle,
boat,  trailer  or  truck leasing, rental  or  sales;  (vi)
restaurant (except, after the expiration of the 20th  Lease
Year  hereunder,  a  fast  food or fast  casual  restaurant
without  liquor  sales will be permitted), tavern  or  bar,
amusement

                               -14-
park,   carnival,  banquet  facility,  dance  hall,  disco,
nightclub, video game, virtual reality or laser tag room or
facility, pool hall, arcade, indoor children's recreational
facility  or  other  amusement or  entertainment  facility;
(vii)  any  manufacturing, warehouse or office use  (except
incidental  to a retail operation and except  that  typical
storefront office uses (such as banks, insurance companies,
brokerage  offices, tax consultants aid  travel   agencies)
shall   be permitted)-(viii) funeral parlor, animal raising
or  storage  (except incidental to a full-line  retail  pet
supply  operation), pawn shop, flea market  or  swap  meet,
junk  yard;  (ix) drilling for and/or removal of subsurface
substances, dumping, disposal, incineration or reduction of
garbage  or  refuse,  other than  in  enclosed  receptacles
intended for such purposes; (x) any facility related to the
occult sciences, such as palm readers, astrologers, fortune
tellers,  tea leaf readers or prophets, frozen food  locker
or  sales  facility,  milk  distribution  center,  medical,
dental or hospital related center or offices, nursing home,
old age center, or governmental facility (other than a post
office),  recruiting center or employment center;  or  (xi)
any  use which constitutes a public or private nuisance  or
produces unreasonable noise or vibration.


     Section  5.3. Covenants in General. The covenants  set
forth in Section 5.2 shall run with the land comprising the
Center.  In  the  event of a breach of any  such  covenants
which is not cured by Landlord within 30 days after notice,
Tenant shall be entitled to injunctive relief and any other
appropriate remedy. Notwithstanding the foregoing,  Section
5.2 shall not prohibit any occupant or tenant under a lease
existing  on the date of this Lease (or to the bank  to  be
located  on Lot 3 so long as the lease to such bank remains
in  full force and effect (even though such bank lease  may
not  be  executed as of the date hereof)) from using  space
occupied  by  it for any use permitted under such  tenant's
lease as of the date hereof, nor prohibit any future tenant
or  an  occupant from selling and/or leasing the  Exclusive
Good  and  Services  incidental to  such  tenant's  primary
business  in  no more than an aggregate of  the  lesser  of
3,000  square  feet of space or 10% of such tenant's  sales
floor  area. Further, Section 5.2.1 shall not preclude  (i)
the  operation  of  a so-called consumer electronics  store
(such  as Best Buy or Circuit City) or computer superstore,
either  of  which  sells  computers  and  computer  related
accessories  (so  long  as  the  aforesaid  3,000  s.f./10%
restriction  is not violated in any respect other  than  in
connection    with    computers   and   computer    related
accessories),  (ii)  the operation of  one  cellular  phone
store  located  at least 100 feet from the Premises,  (iii)
the operation of a furniture store so long as not more than
10%  of  the  sales floor area is devoted to  the  sale  of
office  furniture, or (iv) the operation of a Radio  Shack,
and Section 5.2.1 shall not apply to Lot 1 or to Lot 3 (but
only  so long as the lease to AMCORE remains in full  force
and effect).

     Section 5.4. Recapture. If Tenant ceases to operate  a
business on the Premises for more than 8 consecutive months
(excluding  any period the Premises are not being  operated
due  to  casualty,  alterations,  renovation  or  repairs),
Landlord  shall have the right to terminate this Lease  and
recapture the Premises. Within 60 days after the expiration
of  such 8 month period, Landlord may exercise its right of
termination by giving Tenant notice thereof 90  days  prior
to  the effective date of termination. If Landlord does not
exercise  the  aforesaid  termination  right,  and   Tenant
continues  to  not operate a business within the.  Premises
for  one  or more additional 12 consecutive month  periods,
Landlord again shall have 60 days to exercise such right of
termination  after  the expiration of each  such  12  month
period.  Upon such termination, all further obligations  of
the parties shall cease, except for those accrued as of the
termination  date and except that Landlord (or  any  entity
under common control with Landlord) shall not, for 1 year

                            -15-
after  termination of this Lease pursuant to  this  Section
5.4, lease any space within the Center for the purposes  of
the operation of a so-called "office supply superstore"  as
such  retailing  concept  is  generally  acknowledged   and
defined  within  the  retail industry. Notwithstanding  the
foregoing,  if Tenant in good faith commences operation  of
business  in  the Premises prior to the effective  date  or
termination  Specified in Landlord's notice,   such  notice
and  Landlord's election to terminate, shall  be  null  and
void  and this Lease shall continue. The provisions of this
Section 5.4 shall survive any termination of this Lease  by
Landlord pursuant to this Section 5.4.

          Section 5.4.1. Termination Payment. If this Lease
is  terminated pursuant to this Section 5.4, Landlord shall
pay  to  Tenant the unamortized cost to Tenant of leasehold
improvements paid for by Tenant and installed in,  or  made
to,  the  Premises  from time to time  (but  not  including
Tenant's  fixtures and equipment). Such  payment  shall  be
made  by  Landlord within 30 days after Tenant has informed
Landlord of such amount and in no event shall the effective
date  of  termination  of  this Lease  be  deemed  to  have
occurred  until such payment has been made  (but  all  Base
Rent and additional charges due hereunder shall fully abate
from  the original effective date of termination until such
payment is received by Tenant).

     Section  5.5.  Obligation  to  Open.  Subject  to  the
provisions  of  Section  14.19 and  an  Event(s)  of  Force
Majeure,  within  180  days after Delivery  of  Possession,
Tenant  agrees  to  fixture, stock and  open  for  business
within  the  Premises for one day as a "Staples The  Office
Superstore"  or such other trade name then being  used  for
the majority of Tenant's stores operating within a 300 mile
radius of the Premises.

               Article VI. Alterations; Signs

     Section  6.1. Compliance with Law. Landlord  shall  at
its  expense  from  time  to  time  make  any  alterations,
improvements  or  additions to the Premises,  Building  and
Common  Facilities that may be required on account  of  any
existing  or  future laws or regulations  (other  than  non
structural, interior alterations, improvements or additions
to  the Building solely required by the specific nature  of
Tenant's   business  or  if  due  solely  to   improvements
constructed  by  Tenant at its sole  cost  which  shall  be
Tenant's  obligation to perform). Except as expressly  made
Landlord's  obligation herein, Tenant  agrees  to  use  the
Premises  in  compliance  with  all  applicable  laws   and
regulations.


     Section 62. Tenant's Alterations. Tenant may,  at  its
expense,  make  any alterations or improvements,  including
relocation  of  Tenant's exterior doors, loading  dock  and
signage  but  excluding  any other exterior  or  structural
changes,  to  the  Building and  related  portions  of  the
Building   which  it  may  deem  necessary   or   desirable
("improvements").  All such other exterior  and  structural
changes  shall  require  Landlord's  consent  thereto.  All
improvements  by  Tenant  shall  be  done  in  a  good  and
workmanlike  manner and in compliance with  all  applicable
laws.  Subject  to  the provisions of Section  6.5  herein,
Tenant  shall not be required to, but may, remove any  such
improvements at any time before the expiration of the Term,
or  within 30 days following the sooner termination of this
Lease, provided that Tenant shall not remove any structural
improvement  and Tenant shall repair any damage  caused  by
such removal.



                            -16-
         Section  6.2.1.  Satellite Antennae.  Tenant  shall
have  the  right to install and maintain satellite  antennae
and/or  other data communications devices and related wiring
in  or  upon the Building in accordance with the Performance
Specifications  and  in  accordance  with  Landlord's   roof
warranty  and  proper roofing standards. Any  relocation  or
replacement (with equipment of materially greater  size)  of
such satellite  antennae and/or communications devices-shall
require  Landlord's  prior  consent  thereto.  Tenant  shall
remove  any satellite antennae and/or communication devices'
so  installed before the expiration of the Term or within 30
days  following  the sooner termination of  this  Lease  and
Tenant  shall  repair  all damage caused  by  such  removal.
Tenant  shall (i) obtain all permits and approvals necessary
to install the satellite antennae and/or data communications
devices  from the applicable governmental authorities,  (ii)
install,  operate and maintain the same in  accordance  with
all applicable laws and regulations, and (iii) pay all costs
(including  taxes, fees and utility charges)  in  connection
with  such  permits  and  approvals  and  the  installation,
operation  and maintenance of such antennae and/or  devices.
Tenant  shall defend, indemnify and save harmless  Landlord,
its  agents  and employees, from and against all  costs  for
property  damage arising solely out of Tenant's installation
and/or  maintenance of satellite antennae and/or devices  on
the roof of the Building.


    Section  6.3.  Tenant's  Permits.  Landlord  agrees  to
cooperate  fully  with  Tenant in  obtaining  any  permits,
applications   or  licenses  which  may  be  necessary   in
connection     with    any    construction,    alterations,
improvements,  repairs, signage, utilities  or  other  work
permitted under this Lease to be performed by Tenant.

    Section  6.4.  Liens. Tenant shall  keep  the  Premises
free  from any mechanics' or materialmen's liens for  labor
or  materials furnished Tenant; provided that Tenant  shall
have  30 days after notice of any such lien to remove  such
lien  by  bonding or other manner reasonably acceptable  to
Landlord or its lender to provide adequate security against
such  lien. Landlord shall keep the Premises and the Common
Facilities free from any mechanics' or materialmen's  liens
for  labor  or materials furnished Landlord; provided  that
Landlord  shall have 30 days after notice of any such  lien
to  remove  such  lien by bonding or  other  manner  or  to
otherwise  provide  Tenant adequate security  against  such
lien.

    Section   6.5.  Trade  Fixtures.  Any  trade  fixtures,
equipment,   signs  or  other  personal  property   however
attached  to or incorporated in the Premises or the  Center
installed  by Tenant shall remain its property, and  Tenant
shall  have the obligation to remove such property  at  any
time  before the expiration of the Term or within  30  days
following  the earlier termination of this Lease,  provided
Tenant shall repair any damage caused by such removal.

    Section 6.6. Compactors and Dumpsters. Tenant shall
have the right to place compactors and dumpsters at the
location shown on Exhibit A, subject to applicable law.









                               -17-
     Section 6.7. Signage.

          Section 6.7.1. Initial Signage. Landlord warrants
and agrees that Tenant shall have the right to install and,
subject  to  future  changes in  municipal  laws  (but  not
limiting Tenant's rights under Article XI here of), utilize
throughout the Tenn                            the initial-
signs described on Exhibit E; provided, however, that it is
understood that the signage described in clauses (iii)  and
(iv)  of  Exhibit E-1 are hereby approved by  Landlord  but
Tenant's  failure to obtain permits for such signage  shall
not  entitle  Tenant to terminate this  Lease  pursuant  to
Section  2.6 nor be deemed a default hereunder by Landlord.
Landlord  also agrees that Tenant may display on  or  about
the  Building  professionally prepared temporary  signs  or
banners, to be supplied by Tenant.

          Section 6.7.2. Future Signage. In addition to the
signage  granted  Tenant pursuant to Section  6.7.1  above,
Tenant  may install such other Building signage as  may  be
allowed  by  law  or  variance and the CCRs,  and  Landlord
hereby consents to all such signs. In addition, subject  to
the CCRs, in the event any future sign in the Center, other
than  the signs on the individual store facades, bears  any
name other than that of the Center as a whole, Tenant shall
have  the  right (i) if only names of tenants are  on  such
sign, to place its name and the names of its licensees,  if
any, thereon, or (ii) if any tenant is permitted a panel on
such  sign,  to place a panel thereon, and in either  event
such  name  or  panel shall be in a space of prominence  on
such  sign  commensurate  with the  size  of  the  Premises
compared with the size of the premises of the other tenants
allowed  names  or panels on such sign and  with  lettering
commensurate  with the size of the premises  of  the  other
tenants allowed names or panels on such sign.
Section 6.7.3. Initial Pylon Signage. Tenant shall reimburse
Landlord for Tenant's proportionate share (based on the
relative size of the tenant panels permitted on such
sign(s)) of the reasonable costs incurred by Landlord to
design, obtain permits for and install (including tenant
identification panels which shall be supplied by the
individual tenants) the pylon sign(s) described on Exhibit E-
2, such reimbursement by Tenant not to exceed $7,500.00 in
total. Payment by Tenant pursuant to this Section 6.7.3
shall be made within 30 days after the later to occur of the
Commencement Date or Tenant's receipt of an invoice therefor
together with reasonable evidence of the amounts expended




                         Article

     VII. Insurance Section 7.1.

     Landlord's Insurance.

          Section 7.1.1. Liability Insurance. At all  times
prior  to  the commencement of Landlord's Work and  at  all
times  during the Term, Landlord shall maintain  commercial
general liability (commonly referred to as "CGL") insurance
covering  (i)  Landlord's liability  with  respect  to  any
construction  that Landlord may perform in connection  with
the  Premises;  (ii)  Landlord's liability  for  ownership,
maintenance  and  use  of  the  Premises;  and  (iii)   its
contractual  liability under Section 7.4.1 of  this  Lease.
Such  insurance  shall  provide limits  of  not  less  than
$1,000,000  combined single limit coverage. Landlord  shall
also  maintain umbrella coverage in the amount of at  least
$5,000,000.




                            -18-
          Section 7.1.2. Property Insurance. Landlord shall
maintain   Special   Form  property  insurance   (sometimes
referred  to  as "Special. Extended Coverage" and  formerly
known  as  "all-risks")  property  insurance  covering  the
Premises  and the Building against loss or damage resulting
from fire and other insurable loss. Such insurance shall be
on a 100% replacement cost
    adjusted at least annually to account for increases  in
    the replacement cost

     Section 7.2. Tenant's Insurance.

          Section   7.2.1.   Liability   Insurance.   After
Delivery  of  Possession and during the Term, Tenant  shall
maintain  commercial general liability  insurance  covering
(i)  Tenant's and Landlord's liability with respect to  any
construction  performed in connection  with  the  Premises;
(ii)  Tenant's  liability for occupation  and  use  of  the
Premises;  and  (iii) Tenant's contractual liability  under
Section  7.4.2 of this Lease. Such insurance shall  provide
limits  of  not less than $1,000,000 combined single  limit
coverage.  Tenant shall also maintain umbrella coverage  in
the amount of at least $5,000,000.

          Section 7.2.2. Sole Risk of Tenant. Tenant hereby
agrees  that Tenant's trade fixtures, equipment,  inventory
and  other personal property located on the Premises  shall
be   maintained  at  Tenant's  sole  risk  and   under   no
circumstances  which  Tenant could have  obtained  property
insurance  therefor under a typical all-risk  policy  shall
Landlord be liable to Tenant for damage to same.

          Section  7.2.3. Self-Insurance. As an alternative
to  maintaining the insurance required herein  and  for  so
long  as  Tenant has not filed for protection under federal
or  state  bankruptcy laws, Tenant may elect to self-insure
for all or any portion of the required coverage pursuant to
a  commercially reasonable self-insurance program  provided
that  Tenant  maintains  a  net worth  equal  to  at  least
$200,000,000.00 determined in accordance with GAAP.

     Section 7.3. General Requirements.

          Section  7.3.1. Provisions of Policies.  Landlord
and   Tenant  shall  use  reasonable  efforts  to  maintain
insurance   policies  (a)  on  an  occurrence  basis,   (b)
providing  primary coverage and not calling upon any  other
insurance procured by other parties for defense, payment or
contribution,  (c)  containing  endorsements  requiring  30
days'  advance  written  notice to named  insureds  of  any
cancellation or reduction in coverage, and (d)  written  by
responsible insurance companies licensed to do business  in
the  state in which the Premises are located and  having  a
rating  by  A.M.  Best of no less than  A-/VIII.  Any  such
policy   may   be  a  so-called  blanket  policy   covering
additional  locations. Prior to Delivery of  Possession  of
the  Premises, and at least 15 days prior to the expiration
of  any  existing policy, Landlord and Tenant will  provide
the  other  with  certificates of required  insurance.  All
policies  which affect the Premises shall name  Tenant  and
Landlord,  in  the  case of property policies,  as  insured
parties  as  their interest may appear, or in the  case  of
liability policies, as additional insureds but not as  loss
payees  thereunder.  In  the event  of  any  casualty,  all
property  insurance  proceeds shall be made  available  for
restoration purposes to the extent restoration is  required
pursuant to Article X hereof.



                            -19-
         Section  7.3.2.  Release;  Waiver  of  Subrogation.
Landlord  and  Tenant each hereby release  each  other  from
liability  for damage to the property of the  other  to  the
extent of the greater of insurance maintained or required to
be  maintained  hereunder. Landlord  and  Tenant  shall  use
reasonable  efforts to obtain waivers of subrogation  rights
by  the insurer against -Landlord or Tenant, as the case may
be, in all property insurance policies affecting any portion
of  the Center in which Landlord or Tenant is not an insured
party.

         Section  7.3.3.  Increases in Insurance.  No  more
often than once every 3 years during the Term, Landlord and
Tenant  may require the other to raise its insurance limits
to  reasonable  levels  that  are  customarily  carried  by
landlords  and  tenants operating comparable properties  in
the state in which the Center is located.

     Section 7.4. Indemnity.

         Section  7.4.1.  Landlord's Indemnity.  Except  as
provided in Section 7.3.2 or Section 7.4.3, Landlord  shall
defend,  indemnify and save harmless Tenant and its  agents
and employees against all costs, damages or claims, whether
for personal injury, bodily injury or property' damage, (i)
occurring  on the Premises prior to Delivery of  Possession
(except  if  caused by any act or omission of  Tenant,  its
agents or employees); (ii) occurring on the Premises  after
Delivery of Possession or during the Term if caused by  any
act  or  omission by Landlord or its agents  or  employees;
(iii) arising out of any default by Landlord hereunder;  or
(iv)  occurring  in  the Center, but outside  the  Premises
(except if caused by act or omission of Tenant, its  agents
or  employees in the Common Facilities). Landlord shall, at
its  own  expense, defend (or cause to be defended  by  the
responsible  party  under  the CCRs)  all  actions  brought
against  Tenant, its agents or employees for which Landlord
is   responsible  for  indemnification  hereunder,  and  if
Landlord fails to do so, Tenant (at its option, but without
being  obligated to do so) may, at the cost and expense  of
Landlord  and upon notice to Landlord, defend such actions,
and  Landlord shall pay and discharge any and all judgments
that  arise therefrom. The provisions of this Section 7.4.1
shall survive the expiration or earlier termination of this
Lease.

         Section  7.4.2.  Tenant's  Indemnity.  Except   as
provided  in  Section 7.3.2 or Section 7.4.3, Tenant  shall
defend, indemnify and save harmless Landlord and its agents
and employees against all costs, damages or claims, whether
for  personal injury, bodily injury or property damage, (i)
occurring  on the Premises after Delivery of Possession  or
during the Term (except if caused by any act or omission of
Landlord or its agents or employees); (ii) arising  out  of
any  default by Tenant hereunder; or (iii) arising  out  of
any  act or omission of Tenant, its agents or employees  in
the  Common  Facilities. Tenant shall, at its own  expense,
defend  all actions brought against Landlord and its agents
and   employees   for  which  Tenant  is  responsible   for
indemnification hereunder, and if Tenant fails  to  do  so,
Landlord (at its option, but without being obligated to  do
so)  may,  at  the  expense of Tenant and  upon  notice  to
Tenant,  defend  such  actions and  Tenant  shall  pay  and
discharge  any and all judgments that arise therefrom.  The
provisions   of  this  Section  7.4.2  shall  survive   the
expiration or earlier termination of this Lease.

         Section    7.4.3.    Environmental    Indemnities.
Landlord  shall defend, indemnify and save harmless  Tenant
and its agents and employees against all loss, liability or
expense  relating to personal, property or economic  injury
(including any costs incurred by Tenant in Landlord's or

                               -20-
Tenant's  name  in  connection with the correction  of  any
violation  of Environmental Laws if Tenant is  required  by
law  to  perform such correction) arising from the presence
of Hazardous Materials located within those portions of the
Center  owned  by Landlord (other than any  such  Hazardous
Materials introduced by Tenant in violation of law). Tenant
shall defend, indemnify and save harmless landlord and  its
agents and employees against all loss, liability or expense
relating   to   personal,  property  or   economic   injury
(including  any  costs incurred by Landlord  in  connection
with  the correction of any violation of Environmental Laws
if  Landlord is required by law to perform such correction)
arising  from  the presence of Hazardous Materials  located
within  those portions of the Center owned by  Landlord  if
introduced by Tenant, its agents, employees or contractors.
The  provisions  of  this Section 7.4.3 shall  survive  the
expiration  or earlier termination of this Lease.  For  the
purposes of this Lease, the term "Environmental Laws" shall
be  defined  to  include  all present  or  future  laws  or
regulations   regarding  the  use,  storage,   removal   or
abatement   of   hazardous,  toxic  and/or  environmentally
controlled materials. As used herein, "Hazardous Materials"
shall  mean all hazardous, toxic and/or environmentally  or
statutorily controlled materials. If Tenant is required  by
law to correct a violation of any Environmental Laws and if
such violation was caused after Delivery of Possession by a
third   party,  unaffiliated  with  Landlord   or   Tenant,
Landlord's  indemnity  in such instance  pursuant  to  this
Section  7.4.3  shall be limited to any costs  incurred  by
Tenant  in  Landlord's or Tenant's name in connection  with
the correction of any violation of Environmental Laws.


                Article VIII. Maintenance, Repairs and
                Utilities

     Section 8.1. Tenant's Obligations. Tenant, at Tenant's
     sole expense, agrees to:

     (a)   maintain the interior of the Building,  Tenant's
exterior  sign panels, and the plate glass, vestibules  and
exterior  doors serving the Premises, windows, window  'and
door frames, store front, plumbing, mechanical, electrical,
sprinkler systems exclusively serving and located within the
Premises, locks, security system and door closure  devices,
in good order and repair;

     (b)  maintain the non-structural aspects of the roof serving
the  Building in good order and repair; provided,  however,
that  Landlord shall be responsible for all capital repairs
and replacements (as defined under GAAP) to such roof during
the  Initial  Term     in; and, provided further,  however,
that  if  Tenant makes capital expenditures for  repair  or
replacement  of  the roof serving the Building  during  the
final  10  years of the Term (as extended), Landlord  shall
reimburse Tenant for the unamortized portion of such capital
expenditures  at  the  end of the.  Term  (amortized  on  a
straight-line basis over 10 years in accordance with GAAP).
Such payment shall be made by Landlord no later than 30 days
before the end of the Term and in no event shall the end of
the  Term be deemed to have occurred until such payment has
been  made  (but all Base Rent and additional  charges  due
hereunder  and  all obligations of Tenant  hereunder  shall
fully  abate  from the original effective end of  the  Term
until such payment is received by Tenant);

     (c)  maintain, repair and replace the Common Facilities
(including landscaping, irrigation systems, backflow systems
and  fire  alarm systems) located on the Premises  in  good
order and condition; provided, however, that Landlord shall
be responsible for all capital repairs and replacements (as
defined under GAAP) during the first 7 years of the Initial
Term;  and, provided further, however, that if Tenant makes
capital expenditures for repair or replacement of

                            -21-
the  Common  Facilities located on the Premises  during  the
final  7  years  of the Term (as extended),  Landlord  shall
reimburse Tenant for the unamortized portion of such capital
expenditures at the end of the Term (amortized on a straight-
line  basis  over  7 years in accordance  with  GAAP).  Such
payment  shall  be made by Landlord no later  than  30  days
before the end of the Term and in no event shaIl the end  of
the Term be deemed to have                    occurred until
such payment has been made (but all Base Rent and additional
charges   due  hereunder  and  all  obligations  of   Tenant
hereunder shall fully abate from the original effective  end
of the Term until such payment is received by Tenant);

      (c)  promptly remove all snow, ice and debris from the
 Premises; and

      (d)  quit and surrender the Premises broom clean, in the
 same  order and condition as the Premises are  in  on  the
 Commencement Date or may be put in during the Term, ordinary
 wear and tear excepted.

     Notwithstanding  the foregoing, Tenant  shall  not  be
required to make any repairs or replacements required to be
made  by Landlord pursuant to Section 8.2 or which are  due
to    structural   defects   (unless   such   repairs   are
necessitated,  by the negligence of Tenant, its  agents  or
employees  not  covered,  or required  to  be  covered,  by
Landlord's insurance), Article X or Article XI.

     Section 8.2. Landlord's Obligations. Landlord, at
Landlord's sole expense except as expressly set forth
below,agrees to:

     (a)  maintain (or cause to be maintained) ,the exterior and
structural  portions  of the Building  in  good  order  and
repair,  including  repairing  and  replacing  foundations,
floors,  structural supports, roofs (including  maintaining
the roof in a watertight condition), roof structures, walls,
and  canopies; maintain and replace as necessary  all  fuel
tanks  (if  any)  serving  the Premises;  and  repaint  all
exterior   painted  portions  of  such  improvements   when
reasonably necessary;

     (b)  make all alterations, repairs and replacements,
interior and exterior, when necessary as a result of
Landlord's failure to promptly discharge its obligations
under this Lease;

     (c)  in connection with Landlord's responsibilities, pay all
permit   and   inspection  fees  imposed  by   governmental
authorities,  except  fees relating  to  Tenant's  Work  or
Tenant's  business  and  signs or Tenant's  alterations  or
improvements;

     (d)  provide (or cause to be provided) adequate lighting of
the  parking  areas, service areas, roadways and  sidewalks
(from  at least 6:00 A.M. to 12:00 midnight Monday  through
Saturday  and  11:00 A.M. to 10:00 P.M.  on  Sundays,  with
Tenant agreeing to pay its equitable share (with the  other
tenants  open  before or after such hours) of  the  utility
charges  incurred to light said areas before or after  such
hours if required by Tenant); and

     (e)  perform all work required to comply with all
Environmental Laws in connection with Hazardous Materials
that may be on or introduced onto the Premises or those
portions of the

                               -22-
Center owned by Landlord (other than such Hazardous
Materials which are introduced by Tenant).

     Section 8.3. Utilities and HVAC.

          Section  8.3.1. Utilities. Landlord shall provide
as  a  condition  to Delivery of Possession and  thereafter
maintain adequate connections with the local water  supply,
sewage   systems,  gas,  electrical  and  other  utilities,
including  separate  meters  for  measuring  Tenant's  use.
Tenant  shall select and pay the utility companies directly
for  all water, fuel, gas, electricity, telephone and other
utilities used by Tenant on the Premises. Tenant  shall  be
entitled  to all savings, credits, allowances,  rebates  or
other  incentives awarded by or on behalf of a  utility  in
connection with Tenant's use of the Premises.

          Section  8.3.2. HVAC Maintenance. Landlord  shall
be  responsible  that  the heating,  ventilating  and  air-
conditioning equipment serving the Building ("HVAC") is  in
good  operating  order and condition  on  the  Commencement
Date.  Tenant  shall  maintain  a  commercially  reasonable
preventative maintenance contract for the HVAC  system,  or
alternatively perform such maintenance itself as  would  be
covered  under a typical preventative maintenance contract,
and   Tenant   shall   make  all  necessary   repairs   and
replacements of the HVAC system which are not  covered  (or
would  not  be covered) under such preventative maintenance
contract.

     Section    8.4.    Performance.    All    maintenance,
alterations,  repairs  and  replacements  to  be  done   by
Landlord  or Tenant shall be begun and completed  within  a
reasonable  time and shall be performed in a  manner  which
minimizes  interference with the rights of  the  other.  If
during  such  repairs  and  replacements  by  Landlord  the
Premises  are  wholly or partially unusable  for  the  then
current use, there shall be an equitable abatement of  Base
Rent and additional charges until such time as such repairs
and replacements have been completed.

                   Article IX. Assignment

     Section  9.1.  Permitted Assignment.  Subject  to  the
provisions of Section 5.1, Tenant may assign this Lease  or
sublet  the  whole or any portion of the Building  and  may
grant  licenses and concessions without Landlord's consent;
provided  that, if during the Extended Term(s) any assignee
then  has a net worth in excess of $150,000,000.00 (in 2006
dollars),  Tenant  shall be thereafter  released  from  all
liability   hereunder;  otherwise,  Tenant   shall   remain
primarily  liable for the full performance  of  the  Lease.
After  any assignment of this Lease by the original Tenant,
Landlord shall notify the original Tenant in writing of any
claimed  default under this Lease, and the original  Tenant
shall  have  the  right  (a) to cure  the  default  (or  to
commence   such  cure  provided  the  cure  is   thereafter
diligently completed) within 15 days of such notice or  the
applicable  grace  period  under the  Lease,  whichever  is
longer, and (b) provided such default has been cured within
the  time period contained in (a) above, to have the  Lease
reassigned to the original Tenant (or if the Lease has been
terminated as a result of such default, to enter into a new
Lease with the Landlord on the same terms).



                            -23-
     Section 9.2. Recognition. If for any reason this Lease
is terminated prior to the expiration of the Term, Landlord
agrees  such  termination shall not result in a termination
of  any  sublease within the Building and any such sublease
shall continue for the duration of its respective term  and
any  extensions thereof as a direct lease between  Landlord
hereunder  and  the  subtenant thereunder,  with  the  same
force
                          force  and effect as if  Landlord
hereunder  had  originally entered into  such  sublease  as
landlord thereunder; provided, however, that Landlord shall
only be bound by the provisions of this Section 9.2 so long
as:  (i) Landlord shall not be bound by any payment by such
subtenant  under  the sublease made more than  30  days  in
advance;  (ii) such subtenant is not then in default  under
the  sublease  and  shall have cured any  default  of  this
Lease;  (iii) the rent per square foot to be  paid  by  the
subtenant under the sublease equals or exceeds the rent per
square  foot to be paid by Tenant hereunder; (iv)  Landlord
shall not be liable for the payment of any security deposit
not  paid  to Landlord; (v) Landlord shall not be bound  to
any  provision in the sublease which creates any rights  or
remedies in the subtenant which are greater than the rights
of  Tenant  under this Lease; (vi) Landlord  shall  not  be
bound  to  any  provision  in the  sublease  which  creates
obligations (on a proportionate basis, if appropriate) upon
the  landlord thereunder which are greater than  Landlord's
obligations  under  this Lease; (vii) Tenant  shall  remain
primarily liable for the full performance of such  sublease
(provided, however, that Tenant shall not be bound  by  any
amendment,   addition,  assignment,   sublease,   transfer,
renewal,  extension or other modification of  the  sublease
unless  and until Tenant shall have been notified  of  same
and  shall have agreed or consented thereto, which  consent
shall not be unreasonably withheld or delayed); (viii)  the
non-subleased space, if any, within the Building remains  a
commercially reasonable leaseable space within the Building
(which shall be deemed commercially reasonable if the depth
of such space shall be no more than 2 times the frontage of
such  space,  and  such  space has access  to  loading  and
dumpster/compactor facilities), and (ix)  the  Building  is
not divided into more than 4 spaces with the smallest space
not  less  than  2,000  square feet. Landlord  shall,  upon
request, execute such agreements evidencing and agreeing to
the foregoing as each subtenant shall reasonably require.

              Article X. Casualty; Restoration

     Section  10.1. Restoration. If the Building  or  other
improvements  on  the Premises is damaged or  destroyed  by
fire or other event covered, or required to be covered,  by
Tenant's  insurance  (collectively,  a  "Casualty"),  then,
subject to the provisions of Section 10.2, Tenant shall use
reasonable   efforts  to  restore  such   improvements   to
substantially their condition prior to such Casualty to the
extent  of insurance proceeds made available to Tenant.  In
such  event,  Landlord shall make available to  Tenant  all
insurance  proceeds  as  a  result  of  such  Casualty   as
necessary for such restoration of such improvements.

     Section  10.2. Substantial Casualty. If such  Casualty
results  (i)  in  more than 5% of the  floor  area  of  the
Building  being  unsuitable for the then  current  use  and
occurs during the last 3 Lease Years of the Term, or  (iii)
in  damages  not covered by insurance in an amount  greater
than  15%  of  the replacement cost of the  Building,  then
Tenant, by notice given within 60 days after such Casualty,
may  elect to terminate this Lease. In the event this Lease
is  terminated pursuant to this Section 10.2, all insurance
proceeds  on account of such Casualty shall be the property
of  Landlord, after deduction and payment to Tenant  of  an
amount  equal  to the then unamortized cost of improvements
installed on the Premises by Tenant.

                            -24-
             Section 10.3. Rent Abatement; Suspension
        of Term. If any casualty results in the total
        suspension of business in the Premises:

             (a)  all rents and additional charges shall abate from the
         date of such suspension of business until the earlier of the
         date business is resumed or 60 days following the completion
         of restoration by Landlord; and

             (b)  Tenant shall have the option of suspending the running
         of the Term from the date of the casualty to the earlier of
         the date business is resumed or 60 days following the
         completion of restoration by Landlord; such option to be
         exercised by written notice within 30 days after Landlord
         delivers possession of the Premises with restoration
         completed.

         If the casualty or restoration results in a
         partial suspension of business, rent and
         additional charges shall be equitably abated
         during any such period.

                               Article XI. Eminent Domain

             Section   11.1.  Total.  If  the   entire
         Premises is taken under the power of  eminent
         domain,  this  Lease shall terminate  on  the
         date   Tenant   is  deprived  of   possession
         pursuant  to such taking. For the purpose  of
         this Article XI, a taking under the power  of
         eminent  domain shall include conveyances  or
         dedications made in settlement of or in  lieu
         of condemnation proceedings.

             Section 11.2. Partial. If under the power
         of eminent domain, by one or more takings, or
         as a result of any other action by a
         governmental or quasi-governmental entity:

              (a)  any part of the Building is taken; or

              (b)  any part of that portion of the service areas,
         including loading areas and facilities, designed for use
         with the Building is taken; or

              (c)  any part of the Tenant's Protected Area shown on
         Exhibit A is taken; or

              (d)  any of the following is materially impaired: (i)
         Tenant's use of the Tenant's Protected Area or the Premises,
         (ii) the visibility of the Premises or any of Tenant's
         signage, or (iii) the ingress or egress to or from Tenant's
         Protected Area onto Milwaukee Avenue or Gregg's Parkway
         (provided, however, that the foregoing shall not apply to a
         taking of, or closure of, the curb cut onto Gregg's Parkway
         as shown on Exhibit A as the truck access);

         then, in any such event (a "partial taking"),
         Tenant  may terminate this Lease on 10  days'
         notice  given within 90 days after Tenant  is
         deprived  of  possession or  its  rights  are
         materially  impaired as  provided  above.  If
         Tenant  does  not  elect  to  terminate  this
         Lease, Landlord will restore the remainder of
         the   Building,  Premises  and   the   Common
         Facilities as soon as possible to as close to
         its   prior  condition  and  design   as   is
         reasonably feasible.



                            -25-
     Section  11.3.  Rent Abatement. In the  event  of  any
partial   taking  that  materially  and  adversely  impacts
Tenant's  use and enjoyment of the Premises or the  Common.
Facilities,  all  rents and additional charges  payable  by
Tenant hereunder shall be reduced equitably from and  after
the date Tenant is deprived of possession or its rights are
materially impaired as provided above, based on the nature,
extent  and impact of-the taking. In addition, if any  such
taking  results  in  the  suspension  of  business  in  the
Premises,  all  rents  and additional  charges  payable  by
Tenant  hereunder  shall  abate  from  the  date  of   such
suspension  of business until the earlier of (i)  the  date
such  business  is  resumed,  or  (ii)  the  date  60  days
following the completion of restoration by Landlord.
Section 11.4. Award. Tenant shall be entitled to that
portion of any award resulting from a taking applicable to
the Premises equal to the value of Tenant's leasehold
improvements, leasehold interest (intending to mean the
increased cost to Tenant to obtain substitute property of a
similar character), and relocation expenses. The termination
of this Lease as provided in this Article XI shall not
deprive Tenant of its rights hereunder including the right
to make claim against the condemning authority for any
damages suffered by Tenant.



               Article XII. Defaults; Remedies

     Section  12.1. Tenant's Defaults. If Tenant (a)  fails
to  pay  rent or make any other payment hereunder for  more
than  10 business days after Tenant receives notice of such
failure  from Landlord; or (b) fails to perform or  observe
any other agreement or condition contained herein and such.
failure  is  not  corrected within  30  days  after  Tenant
receives  notice  from Landlord of such  failure  (or  such
longer period as may be reasonably required if such failure
may not be corrected within such 30 day period Tenant shall
commence  to  correct  the same and  thereafter  diligently
pursue  the correction thereof), then, in addition  to  all
other  remedies  available at law or  in  equity,  Landlord
shall  have the right to terminate this Lease on  not  less
than 30 additional days notice to Tenant and thereupon  may
recover possession of the Premises in the manner prescribed
by  law.  No  action  or proceeding  to  oust  Tenant  from
possession  or to terminate this Lease shall  be  taken  by
Landlord  unless  the  notices herein specified  are  first
given and the times to cure defaults specified have expired
without cure.

     Section 12.2. Remedies. In case of a termination under
Section  12.1, Tenant agrees to pay to Landlord as  damages
(a)  Landlord's reasonable out-of-pocket costs incurred  in
terminating  this  Lease and recovering possession  of  the
Premises,  plus (b) the reasonable costs of  reletting  the
Building   including   brokerage  commissions,   reasonable
attorneys fees, cost of alterations or improvements to  the
Building  to return the Building to the surrender condition
required  by Section 8.1(d), plus (c) a monthly amount  for
the  duration  of  the Term (not including any  unexercised
extensions)  equal to the amount, if any, of (i)  the  Base
Rent and additional charges payable by Tenant in excess  of
(ii)  the  amount  of rent and additional charges  actually
received  by  Landlord by reletting the Building.  Landlord
agrees  to use commercially reasonable, and good faith  and
diligent efforts to mitigate its damages.

     Section  12.3. Disputes. Notwithstanding  any  of  the
foregoing  provisions  to  the  contrary,  and  except   in
connection  with  the non-payment of Base  Rent  by  Tenant
without  a  claim  of  set-off or  abatement  provided  for
herein,  in  the  event  of an unresolved  dispute  between
Landlord and

                            -26-
Tenant  regarding  the performance by either  party  of  an
obligation  or condition of this Lease, the non-performance
of  which  constitutes a default under  this  Lease,  as  a
condition   precedent  to  the  filing  of  litigation   or
arbitration,  authorized representatives  of  Landlord  and
Tenant  shall  use  good faith and commercially  reasonable
efforts  to  resolve  said dispute  within  30  days  after
receipt of a default notice (except where a shorter  period
is   reasonably   required,  including   emergencies).   In
addition, it is agreed that if at any time a dispute  shall
arise as to any sum of money to be paid by one party to the
other under the provisions hereof or as to any work to  be'
performed  by  either of them under the provisions  hereof,
the  party  against whom the obligation is  asserted  shall
have  the right to make payment or perform such work "under
protest", such payment or performance not being regarded as
voluntary payment or performance, and there shall.  survive
the  right on the part of said party to institute suit  for
the  recovery of such sum or the cost of such work.  If  it
shall be adjudged that there was no legal obligation on the
part  of said party to pay such sum or any part thereof  or
perform such work or any part thereof, as the case may  be,
said  party  shall be entitled to recover such sum  or  the
cost  of such work or so much thereof as it was not legally
required  to  pay or perform under the provisions  of  this
Lease.


     Section  12.4. Self Help. If Landlord or Tenant  fails
to  perform  any of its agreements contained in this  Lease
and such failure continues for 30 days after notice thereof
(except  (i)  in the case of insurance premiums  due,  (ii)
where  a  shorter period is reasonably required,  including
emergencies  (in  which emergency event  telephonic  and/or
facsimile  notice  shall be permitted), or  (iii)  where  a
longer  period  is  reasonably required  to  complete  such
cure),  Tenant or Landlord, as appropriate, may  cure  such
failure  on  behalf of and at the expense of the defaulting
party  and  do  all  necessary  work,  make  all  necessary
payments, or otherwise take such other action at law or in.
equity  as such party deems necessary to cure such failure,
notwithstanding  any  other  remedy  herein  provided.  The
parties  agree  to  pay to each other any reasonable  third
party  amount  so paid by the other within  30  days  after
proof  of payment together with Interest. If Landlord fails
to  pay  any such amount to Tenant within 30 days of Tenant
billing  Landlord therefor, Tenant shall have the right  to
(a)  set  off such amount against 50% of the future monthly
payments of Base Rent until Tenant is fully reimbursed  for
such   amount,  and  (b)  set  off  all  post-judgment   or
undisputed amounts due against future payments of Base Rent
until  Tenant is fully reimbursed (and in either  event  if
Tenant  cannot  so reimburse itself in full  prior  to  the
expiration  of the Term hereof (including Extended  Terms),
the  Term shall automatically extend (at the same Base Rent
as  owed  immediately prior to the expiration of the  Term)
for  the  period of time necessary to allow  Tenant  to  be
fully reimbursed).

     Article XIII. Representations and Warranties; Quiet
                          Enjoyment

     Section 13.1. Landlord's Representations and
Warranties. Landlord represents and warrants that:

     (a)  Landlord  has good title to the Premises  in  fee
simple  absolute and the right to use the Common Facilities
pursuant  to the CCRs, subject only to Permitted Liens,  it
has  full right, authority and financing to make this Lease
and to perform as required under this Lease, and this Lease
does  not  conflict  with  any  other  agreement  to  which
Landlord  is  bound. Landlord will furnish to  Tenant  upon
request evidence reasonably satisfactory to Tenant  of  its
title and authorization. "Permitted Liens" mean (i) current
taxes not past due, (ii) utility easements, leases

                            -27-
and   other  agreements  of  record  not  conflicting  with
Tenant's  rights  under this Lease,  (iii)  those  priority
mortgages,  deeds of trust, prime leases or  ground  leases
for  which  Tenant has received a non-disturbance agreement
as  contemplated by Section 13.3, and (iv) without limiting
the provisions of Section 13.6, the CCRs; and

     (b)  The Premises are zoned to allow their use as a matter
of right for the sale of office equipment, office furniture
or  office  supplies and the provision of  office  services
provided by Tenant and Tenant's use of the Common Facilities
for  access to the Premises, accessory automobile  parking,
signage and service facilities contemplated by this  Lease,
shall not be prevented or materially impaired by any current
zoning,  building, health, safety, environmental  or  other
governmental  law  or  regulation, or by  any  restriction,
covenant, lease or agreement entered into, whether of record
or  not, and there are no agreements which would be binding
upon   Tenant  in  connection  with  any  construction   or
operations within the Premises; and

     (c)   There are no claims, causes of action  or  other
proceedings  pending  or  threatened  in  respect  to   the
ownership,  operation  or environmental  condition  of  the
Center  or  any  part  thereof  (including  disputes   with
mortgagees,     governmental    authorities,     utilities,
contractors, adjoining land owners or suppliers of  goods),
except  for claims which are fully insured and as to  which
the insurer has accepted defense without reservation; and

     (d)  To the best of Landlord's actual knowledge as of the
date hereof, there is no existing, pending or contemplated,
threatened or anticipated (i) condemnation of any  part  of
the  Center,  (ii) repaving, widening, change of  grade  or
limitation  on use of streets, roads, or highways  abutting
the  Center, (iii) special tax or assessment to  be  levied
against the Center, (iv) change in the zoning classification
of the Center, or (v) change in the manner of tax assessment
of the Center.

     Section 13.2. Quiet Enjoyment. If Tenant shall not  be
in default beyond any applicable grace period, Tenant shall
peaceably  and quietly occupy and enjoy the full possession
and use of the Building, Premises and the use of the Common
Facilities  as herein provided. If at any time there  is  a
material   breach   or  default  of   any   of   Landlord's
representations,  warranties  or  agreements   under   this
Article  XIII,  and  if  for that reason  Tenant  shall  be
materially deprived of or impaired in the use and enjoyment
of  the  Building,  Premises and/or  Common  Facilities  as
herein provided for a period of 5 business days, the  rents
and  additional  charges  to be paid  by  Tenant  shall  be
equitably  abated during any such period.  If  such  period
continues  for more than 60 days after notice from  Tenant,
Tenant may at its option terminate this Lease by notice  to
Landlord  while reserving all rights which Tenant may  have
for Landlord's default under this Lease.

     Section 13.3. Subordination; Non-Disturbance.  If  the
Premises is, as of Delivery of Possession, subject  to  any
mortgage, trust deed, prime lease or ground lease, then, as
a  condition  to  Delivery of Possession  and  as  part  of
Landlord's  Work,  Landlord shall provide  Tenant  with  an
agreement  executed by such lien holder which shall  assure
Tenant's  right  to  possession of the Premises  and  other
rights  granted  under this Lease in  accordance  with  the
terms and conditions of this Lease. Such agreement shall be
substantially  in the form of Schedule 2 with  any  changes
mutually  agreeable to both lender and Tenant and shall  be
recordable  with  the  applicable  registry  or  office  at
Tenant's   sole   cost  and  expense.  Tenant   agrees   to
subordinate this Lease to any future

                            -2s-
mortgage,  trust deed or ground lease, provided  such  lien
holder  shall  assure Tenant's right to possession  of  the
Premises  and  other  rights granted under  this  Lease  in
accordance  with  this Lease's terms and  conditions.  Such
assurance shall be substantially in the form of Schedule 2,
and  shall  be recordable with the applicable  registry  or
office at Tenant's sole cost and expense.

     Section  13.4. Memorandum of Lease. The  parties  have
executed, or at the request of either party hereafter  will
execute,  a  Memorandum of this Lease in substantially  the
form  of  Schedule  3 and Tenant shall have  the  right  to
record  same  at  its  sole  cost  and  expense  with   the
applicable  title  registry office. In  the  event  of  any
inconsistency  between  the terms and  provisions  of  this
Lease and those contained in such Memorandum of Lease,  the
terms and provisions of this Lease shall control.

     Section 13.5. Landlord Waiver. Landlord hereby  waives
any  and  all  rights it may have to a landlord's  lien  on
Tenant's  personal property, including without  limitation,
Tenant's inventory, trade fixtures, and removable equipment
and  fixtures located within the Premises. Landlord  agrees
to  execute, upon request, a confirmation of such waiver in
form reasonably satisfactory to Tenant and its lenders.
Section 13.6. The CCRs. Reference is made to that certain
draft (i) Easements, Covenants, Conditions and Restrictions,
to be executed and recorded in the Official Records of Lake
County, and (ii) Declaration of Easements and Restrictions,
to be executed and recorded in the Official Records of Lake
County, both with respect to the Center (herein collectively
referred to as the "CCRs"), a copy of each of which is
attached hereto as Exhibit G. To the extent the same would
materially interfere with Tenant's operations within the
Premises, Tenant's use of the Common Facilities located
within Tenant's Protected Area, any of Tenant's signage
and/or any of Tenant's rights hereunder, Landlord agrees
that no material changes shall be made to the CCRs from that
attached hereto without Tenant's prior consent. As a
condition to Delivery of Possession and as part of
Landlord's Work, Landlord shall provide Tenant with a fully
executed recorded copy of the CCRs, together with reasonable
evidence that all mortgages and other forecloseable liens
are subordinate to the CCRs.



          Section 13.6.1. Grant of Rights. Landlord  grants
and   demises  to  Tenant  the  benefit  of  all  easement,
licenses, rights of way, and privileges granted to Landlord
under  the  CCRs.  Landlord shall not,  without  the  prior
consent  of  Tenant, execute, or otherwise  agree  to,  any
modification  of  the CCRs, that will  affect  Tenant,  the
Premises,  Landlord's obligations or Tenant's rights  under
this  Lease in a material adverse manner, nor waive any  of
its  rights thereunder, nor grant any consents or approvals
thereunder. Landlord shall not default under the  CCRs,  as
amended,  and shall enforce all provisions of the CCRs.  If
Landlord shall default under this Section 13.6.1 and  shall
not  cure  such  default within 60 days after  notice  from
Tenant  then, in addition to all other rights and  remedies
of Tenant as a result thereof, Tenant's rights with respect
thereto  under  Section 12.4 hereof shall include,  without
limitation, the right to bring suit in the name of Landlord
and/or  Tenant  to  enforce the CCRs,  and  Landlord  shall
cooperate with Tenant in so doing.

          Section 13.6.2. Priority of CCRs. Although the
Premises and the rights of Tenant under this Lease are
necessarily subject to the CCRs, the parties hereto agree
that, as between the

                            -29-
parties  hereto,  all  provisions of this  Lease  shall  be
superior and paramount to the CCRs, and in the event of any
inconsistency  between  the  CCRs,  and  this  Lease,   the
provisions  of this Lease shall prevail. If any  rights  of
Tenant  under  this  Lease are disturbed and/or  interfered
with  by any person claiming under the CCRs, the same shall
be deemed a default by Landlord under this Lease, including
without limitation Section 13.2 hereof.

               Article XIV. General Provisions

     Section 14.1. Broker. Landlord shall pay all fees  and
commissions  for bringing about the execution and  delivery
of  this  Lease. Each of Tenant and Landlord represent  and
warrant to each other that it has not dealt with any broker
in  connection with this Lease other than Metro  Commercial
Real Estate and Mid-America Real Estate.

     Section  14.2.  Rent  Refund; Reimbursement.  Promptly
after  the  termination of this Lease for any reason  other
than  a  default by Tenant, Landlord shall  (a)  refund  to
Tenant  all rents and other charges paid by Tenant  to  the
extent they are allocable to any period of time beyond  the
effective date of such termination or are applicable to  an
abatement  of  rent  and other charges, and  (b)  reimburse
Tenant  for  the  unamortized value of  Tenant's  leasehold
improvements  (to the extent that Tenant is  not  otherwise
reimbursed pursuant to a taking award, casualty proceeds or
otherwise).  The obligation of Tenant to make Tenant's  Tax
Payment  (as defined in Section 4.2.1 hereof) shall survive
the expiration or earlier termination of this Lease.

     Section  14.3. Notices. Notices, consents and  demands
required  or  permitted to be given hereunder shall  be  in
writing shall specifically identify the Premises as "Vernon
Hills,  IL",  and  shall  be  effective  when  received  or
refused,  whether  by hand delivery, nationally  recognized
overnight courier (with evidence of receipt or refusal)  or
U.S.  Mail  (return  receipt requested),  to  the  parties'
respective Address stated in Article I of this Lease or  to
such  other  address  as  the parties  shall  designate  by
written  notice to each other, and each party may  identify
additional parties to receive copies of same.

     Section 14.4. Holding Over. Should Tenant hold over in
possession  of  the  Premises after the expiration  of  the
Term, as extended, such holding over shall not be deemed to
extend  the Term or renew this Lease, but this Lease  shall
continue  as a tenancy from month to month upon  the  terms
and  conditions herein contained except, as Landlord's sole
and exclusive remedy (without limiting Landlord's right  to
recover   possession  of  the  Premises   in   any   manner
prescribed by law), at a monthly Base Rent equal to 150% of
the  Base  Rent in effect immediately preceding the  Term's
expiration,  plus the additional charges, if any,  provided
for herein.

     Section 14.5. Waiver/Remedies. The failure of Landlord
or Tenant to insist upon strict performance by the other of
any  of  the  provisions of this Lease or to  exercise  any
option herein conferred shall not be deemed as a waiver  or
relinquishment  for  the future of any  such  provision  or
option. Except as expressly provided otherwise herein,  all
rights and remedies provided for
herein  or  otherwise  existing at law  or  in  equity  are
cumulative,  and  the exercise of one  or  more  rights  or
remedies  by either party shall not preclude or  waive  its
right to the exercise of any or all of the others.


                            -30-
     Section 14.6. Successors. All of the provisions  hereof
shall  be  binding  upon and inure to  the  benefit  of  the
parties   hereto   and   their   respective   heirs,   legal
representatives,   successors,   assigns,   subtenants   and
licensees.  No  third party, other than  such  heirs,  legal
representatives,   successors,   assigns,   subtenants   and
licensees  shall be entitled to enforce any or  all  of  the
provisions of this Lease or shall have any fights  hereunder
whatsoever.

     Section  14.7.  Interpretation.  The  captions  of  the
Articles  and Sections contained herein are for  convenience
only  and  do  not define, limit, construe or  describe  the
scope  or  intent of such Articles or Sections. All exhibits
attached  to  this  Lease shall be deemed incorporated  into
this   Lease  in  their  entirety.  This  Lease   shall   be
interpreted  and construed in accordance with  the  laws  of
the  state  in which the Premises are located and the  venue
of  jurisdiction  and  disputes shall  be  in  Lake  County,
Illinois.  Nothing shall be construed to require  Tenant  to
be  open  for  business at the Premises or to operate  under
any  specific  trade  name, and Landlord  explicitly  agrees
that  Tenant  shall  have  the right  to  cease  or  suspend
operations  at  the Premises at any time and  from  time  to
time  provided Tenant otherwise complies with the provisions
of  this Lease. In the event with Landlord's consent  Tenant
shall  at any time occupy additional space within the Center
not   originally  included  with  the  Premises,  the   term
"Premises" shall be deemed to include such additional  space
for all purposes under this Lease.

     Section   14.8.  Consents  and  Approvals.  Except   as
otherwise expressly provided herein, where pursuant  to  the
terms   of   this   Lease   or  in   connection   with   the
administration of the Lease, the consent or approval of  one
party  shall  be  required, requested or  appropriate,  such
party  covenants  and  agrees that its consent  or  approval
shall  not be unreasonably withheld, delayed or conditioned,
and  that the requesting party shall not be charged for such
consent or approval.

     Section  14.9. Force Majeure. Provided (i) the  delayed
party  has  periodically kept the other party  hereto  fully
advised by notice of such delays and the cause thereof,  and
(ii)  the delayed party uses commercially reasonable efforts
and  all  due  diligence to effect the required performance,
in  any case where either party hereto is required to do any
act,  delays caused by or resulting from an Event  of  Force
Majeure  shall not be counted in determining the  time  when
the  performance of such act must be completed, whether such
time  be designated by a fixed time, a fixed period of  time
or  "a reasonable time." The provisions of this Section 14.9
shall  not  be applicable with respect to payment  of  money
or,  except as expressly set forth therein to the  contrary,
obligations  under.  Articles II, X, XI  or  XIII.  For  the
purposes  hereof,  an  "Event of  Force  Majeure"  shall  be
defined  as the occurrence of any of the following:  Act  of
God,  war, civil commotion, fire or other casualty,  extreme
weather  conditions, labor difficulties,  general  shortages
of  labor, materials or equipment, government regulations or
other  causes beyond the reasonable control of  such  party,
its  agents, employees, contractors or subcontractors (other
than causes related to such party's financial condition).
Section 14.10. Partial Invalidity. If any provision of this
Lease or the application thereof to any person or
circumstance shall, at any time or to any extent, be invalid
or unenforceable, the remainder of this Lease shall not be
affected thereby, and each such provision shall be valid and
be enforced to the fullest extent permitted by law.

                            -31-
     Section  14.11.  Attorney Fees. In  the  case  of  any
litigation or arbitration among the parties, the prevailing
party shall be entitled to reimbursement for its reasonable
costs,  including reasonable attorneys' fees,  incurred  in
any such dispute.

     Section 14.1 Certificates. During the Term, each party
within 30 days of a written request by the other (which request, if
from Landlord to Tenant, shall be accompanied by a current list of
all tenants and occupants of the Center and whether or not each is then
open for business), certify in writing as to the validity of this Lease,
the Term, the Base Rent and additional charges owed hereunder, and the
existence of any amendments, defaults, off-sets or counterclaims. All
requests for certification in excess of two requests per 12 consecutive
month period shall be accompanied by a payment of $250.00.

     Section  14.13. Entire Agreement. This Lease  contains
the  entire  and  exclusive agreement between  the  parties
relating to the Premises, and may not be modified except by
written instrument signed by the party to be bound thereby.

     Section  14.14.  Interest. For the  purposes  of  this
Lease,  "Interest" shall mean the lesser of the Prime  Rate
as  then published in The Wall Street Journal plus  4%  per
annum or the maximum rate allowed by law.

     Section  14.15.  Effect  of  Lease.  The  preparation,
revision  or  delivery of this Lease  for  examination  and
discussion  shall in no event be deemed to be an  offer  to
lease  the  Premises  but shall be merely  a  part  of  the
negotiations  between  Landlord and Tenant.  Neither  party
hereto shall have any obligation or liability to the  other
whatsoever  at law or in equity (including any  claims  for
detrimental  reliance  or promissory estoppel)  unless  and
until  such  time as both parties shall have  executed  and
delivered this Lease.

     Section  14.16. CPI. For the purposes of  this  Lease,
"CPI" means the Consumer Price Index -- All Urban Consumers
(U.S.  City  Average, All Items: Base  1982-84  =  100)  as
published by the United States Department of Labor,  Bureau
of   Labor  Statistics.  Should  the  CPI  publication   be
discontinued or the CPI be published less frequently or  in
some  other  manner  altered,  Landlord  and  Tenant  shall
jointly  adopt  a  substitute  index  or  procedure   which
reasonably reflects consumer prices.

     Section  14.17.  Waiver of Consequential  Damages.  In
connection  with  this Lease, Landlord  and  Tenant  hereby
waive  any  claim  for consequential, special  or  punitive
damages that either party may have against the other.

     Section  14.18.  Exculpation.  In  the  event  of  any
transfer   of  Landlord's  interest  in  this  Lease,   the
transferor  shall cease to be liable and shall be  released
from all liability for the performance or observance of any
agreements  or  conditions on the part of  Landlord  to  be
performed  or  observed subsequent  to  the  time  of  said
transfer, provided that such transferee assumes in  writing
all  of  Landlord's obligations hereunder. In the event  of
any  breach or default by Landlord in any term or provision
of  this Lease, Tenant agrees to look solely to the  equity
interest  then owned and/or leased by Landlord in the  land
and  improvements which constitute the Center, any  rentals
derived therefrom, and the proceeds of any judgment,  sale,
insurance or

                            -32-
eminent domain award resulting from the Center or any
part  thereof (subject, however, to prior use of  any
insurance  proceeds  or  eminent  domain  award   for
restoration  as  provided  in  Articles  X  and  XI);
however, in no event shall any deficiency judgment be
sought  or obtained against any individual person  or
entity  comprising Landlord; provided, however,  that
Landlord  shall  be  personally  liable      for  the
return  of  any overpayment of Tent by Tenant as  set
forth  in Section 14.2  hereof. Nothing in this Lease
shall  be  a bar to any injunctive or other equitable
remedy available to Tenant or Landlord. In the  event
of  any  breach or default by Tenant in any  term  or
provision  of  this Lease, Tenant's  liability  under
this   Lease  shall  be  limited  to  a  maximum   of
$10,000,000 (in 2007 dollars).

     Section   14.19.   Co-Tenancy.   Notwithstanding
anything contained in this Lease to the contrary,  in
the  event  the  Co-Tenancy Requirement  (as  defined
below)  shall  not have been met by the  Commencement
Date,  Tenant  may  elect to either:  (i)  delay  the
Commencement Date until not more than 30  days  after
the  Co-Tenancy Requirement has been met (and in such
event the Commencement Date hereunder shall be deemed
to  be  the earlier of Tenant's opening for  business
within  the Premises or the expiration of said 30-day
period); or (ii) open for business prior to  the  Co-
Tenancy  Requirement being met but, in lieu  of  Base
Rent owed hereunder, Tenant shall pay to Landlord 50%
of   the  Base  Rent  that  would  otherwise  be  due
hereunder  during each such month that the Co-Tenancy
Requirement  is  not met. In the  event  that  Tenant
elected  to  pay  50% of Base Rent pursuant  to  this
Section 14.19 for 12 consecutive months, Tenant shall
elect, by notice delivered to Landlord within 30 days
after  the  expiration of said  12-month  period,  to
either  (y) terminate this Lease (effective  90  days
after Landlord's receipt of Tenant's notice), or  (z)
recommence  the full payment of Base Rent  thereafter
coming  due hereunder. If Tenant fails to  make  such
election  within said 30-day period, Tenant shall  be
deemed  to  have  elected option (z) above.  For  the
purposes  of  this  Section  14.19,  the  "Co-Tenancy
Requirement"  shall mean Lowes (or a comparable  user
in Tenant's reasonable business judgment) opening for
business  for  at least one day within  substantially
all of the premises identified on Exhibit A.

     Section 14.20. Acquisition Contingency. This Lease, and
hereunder, are dependent and contingent upon Landlord
acquiring the land constituting Phase I of the
Center. The terms of such acquisition shall be
subject to the reasonable approval of Landlord.
Notwithstanding any Event of Force Majeure, in the
event, after using good faith and October diligent
efforts, Landlord has not so acquired said land by
September 2007, and provided Landlord terminates all
other leases within Phase I of the Center, then
within a period of 30 days thereafter, Landlord may,
by notice to Tenant, terminate this Lease in which
event this Lease shall be of no further force or
effect, and each of the parties shall be relieved of
all further liability hereunder. Further, if this
Lease is terminated pursuant to this Section 14.20
and Landlord (or any entity under common control with
Landlord), at any time during the 18 months
immediately following such termination, commences
development of a shopping center substantially
similar to that depicted on Exhibit A on the land
constituting the Center, Landlord shall send Tenant
notice of same and Tenant shall have the right, to be
exercised within 90 days after receipt of Landlord's
notice together with reasonable details as to the
improvements Landlord intends to construct, to
reinstate this Lease with respect to space comparable
in size to the Premises as contemplated herein in
such shopping center, upon all of the same terms and


                               -33-

conditions set forth herein. The provisions of this Section
14.20 shall survive any termination of this Lease by
Landlord pursuant to this Section 14.20.


                            -34-

     IN WITNESS WHEREOF, each party has caused this Lease
to be executed under seal by its duly authorized
representative.




LANDLORD:                         TENANT:

BRADFORD LANDING SOUTH LLC        STAPLES THE OFFICE
                                   SUPERSTORE EAST, INC.

By: /s/ Ven M Pagnota              By: /s/ John K Barton
Its President                       Executive Vice President - Real Estate

-35-