99
      CENTS
      ONLY STORES





**STANDARD
      MULTI-TENANT FORM LEASE**


**The
      Gardens Center, Hawaiian Gardens, CA**





THIS
      LEASE (this "Lease") is made and executed this 8th day of February, 1995 by
      and between
      Hawaiian Gardens Redevelopment Agency, a California Governmental Entity (the "Landlord"),
      and 99 cents Only Stores, a California corporation (the "Tenant"), who agree
      as follows:





ARTICLE
                ONE:
            **BASIC
                TERMS**





This
      Article One contains the Basic Terms of this Lease between the Landlord and
      Tenant named
      below. Other Articles, Sections and Paragraphs of the Lease referred to in
      this Article
      One explain and define the Basic Terms and are to be read in conjunction with
      the Basic
      Terms. In the event of any conflict or contradiction between this Article One
      and such other
      Articles, Sections and Paragraphs of the Lease, such other Articles, Sections
      and Paragraphs
      shall control and supersede the provisions of this Article One in regards to
      such conflict
      or contradiction.





Section
                1.01.
            **Landlord's
                Address:**


21815
      Pioneer Boulevard


Hawaiian
      Gardens, CA 90716-1299


Telephone:
      (310) 420-2641 Fax: (310) 496-3708


ATTN:
      Executive Director


Section
                1.02.
            **Tenant's
                Address:**


4000
      East
      Union Pacific Avenue


City
      of
      Commerce, CA 90023


Telephone:
      (213) 980-8145 Fax: (213) 980-8160


ATTN:
      Real Estate Department





Section
      1.03. **Property:** The
      demised premises (the "Property") is part of Landlord's
      multi-tenant real property known as The Gardens Center (the "Shopping Center").
      The Shopping Center includes the land, the buildings and all other improvements
      located on the
      land,
      and the Common Areas described in Section 4.05(a). The Property is commonly
      known as 12123-12125 Carson Street, Hawaiian Gardens California and is more
      specifically shown on the
      site
      plan attached to this Lease as Exhibit "A" comprising approximately 15,042
      square feet
      of
      ground floor area.





Section
      1.04. **Lease
      Term:** Approximately seven (7) years beginning on the date that Landlord delivers
      possession of the Property to Tenant in the condition specified in Section
      6.01 and ending on January 31, 2002 unless sooner terminated in accordance
      with
      this Lease
      (the "Initial Lease Term"). Tenant shall have the option to extend the Lease
      Term beyond
      the Initial Lease Term as set forth in Section 2.02.





Section
      1.05. **Permitted
      Uses:** General
      retail store use only as more particularly
      described in Article 5 hereof.





Section
      1.06. **Prepaid
      Base Rent:** Eighteen
      Thousand Dollars ($18,000) (the "Prepaid
      Base Rent") payable upon execution of this Lease and to be applied in accordance with
      Section 3.01.





Section
      1.07. N/A





Section
      1.08. **Brokers:**
      None.





Section
      1.09. **Rent**  **and
      Other Charges Payable by Tenant:**





(a) **BASE
      RENT:** Beginning on the Rent Commencement Date (as defined in Section 3.01),
      Tenant shall pay the sum of Nine Thousand Dollars ($9,000) per month (the "Base
      Rent") as
      rent
      for the Property. The Base Rent shall be subject to adjustment as set forth
      in Section
      3.03.





(b) **OTHER
      PERIODIC PAYMENTS:** (i)
      Property Taxes (See Section 4.02); (ii) Utilities
      (See Section 4.03); (iii) Insurance Premiums (See Section 4.04); (iv)
      Maintenance, Repairs
      and Alterations (See Article Six).





Section
      1.10. **Riders:** The
      following Riders are attached to and made a part of this
      Lease: None.





ARTICLE
                TWO:
            **LEASE
                TERM**





Section
      2.01. **Lease** **of
      Property For Lease Term** .
      Landlord leases the Property to
      Tenant
      and Tenant leases the Property from Landlord for the Lease Term. The Lease
      Term is
      for
      the period stated in Section 1.04 above and shall begin and end on the dates
      specified in
      Section 1.04 above, unless the beginning or end of the Lease Term is changed
      under any provision
      of this Lease. The "Commencement Date" shall be the date specified in Section
      1.04 above for the beginning of the Lease Term, unless advanced or delayed
      under
      any provision of this Lease.





Section
      2.02. **Right** **to
      Extend Lease Term.** Tenant
      shall have the right to extend the
      Lease
      Term, on the terms and provisions set forth in this Lease, for an additional
      five (5)-year
      period ("First Extended Term") following expiration of the Initial Lease Term
      by giving
      written notice of exercise to Landlord at least one hundred eighty (180) days
      prior to
      the
      expiration of the Initial Lease Term. Tenant shall have the right to extend
      the
      Lease Term,
      on
      the terms and provisions set forth in this Lease, for an additional five
      (5)-year period
      ("Second Extended Term") following expiration of the First Extended Term by
      giving written
      notice of exercise to Landlord at least one hundred eighty (180) days prior
      to
      the expiration
      of the First Extended Term. The Base Rent during any such Extended Terms shall be
      subject to increase as set forth in Section 3.03.





Section
      2.03. **Delivery
      of Property** .
      Landlord shall deliver possession of the Property
      to Tenant in the condition specified in Section 6.01 on or before July 31,
      1995,
      and after
      having provided Tenant with a written Notice setting forth the anticipated
      date
      of delivery
      at least thirty (30) days before such anticipated delivery date. The date that Landlord
      so delivers possession of the Property and Tenant accepts possession, shall hereinafter
      be referred to as the "Delivery Date". Within ten (10) days after such Delivery Date,
      Landlord shall send a written notice to Tenant memorializing the Delivery Date, Commencement
      Date, and the Rent Commencement Date and if Tenant does not object to such
      dates set
      forth
      in Landlord's notice within ten (10) calendar days of receipt thereof, then
      such dates
      shall be deemed correct and such notice shall be attached to this Lease and
      be incorporated
      herein. Landlord's failure to so deliver possession of the Property shall constitute
      a material breach of this Lease, and Tenant shall, without prejudice to any
      of Tenant's
      other rights or remedies, have the right to terminate this Lease upon written
      notice by
      Tenant
      to Landlord. If Tenant terminates this Lease pursuant to this Section, Landlord shall
      immediately return to Tenant all prepaid rent, security deposits and other
      sums
      paid by
      Tenant
      to Landlord.




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**The
        Gardens Center, Hawaiian Gardens, CA**


Section
      2.04. **Holding
      Over** . If Tenant
      does not vacate the Property upon the expiration
      or earlier termination of the Lease and Landlord thereafter accepts rent from Tenant,
      Tenant's occupancy of the Property shall be a "month-to-month" tenancy, subject
      to all of the terms of this Lease applicable to a month-to-month
      tenancy.





Section
      2.05. **Contingency
      Period** .
      Tenant
      shall have a period of time following the
      execution of this Lease and ending 30 days thereafter to satisfy itself that
      the
      Property is
      satisfactory for Tenant's intended use (the "Contingency Period"). The date
      of
      expiration of the Contingency Period is referred to in this Lease as the
      "Contingency Period Expiration Date." If Tenant
      discovers that the Property is unsatisfactory for Tenant's intended use for any
      reason, including, without limitation, the Property's noncompliance with
      applicable ordinances
      or parking requirements, then Tenant shall have the right to terminate this
      Lease by
      giving
      written notice of termination to Landlord at any time prior to the Contingency Period
      Expiration Date. Upon Tenant giving notice of termination, Landlord and Tenant
      shall be
      released from their obligations under this Lease except that landlord shall
      immediately return
      to
      Tenant all Prepaid Rent and other sums paid by Tenant hereunder. During the Contingency
      Period, Tenant shall have the right to enter upon and inspect the Property
      at
      all reasonable
      times and to conduct, at Tenant's expense, any studies, tests, investigations
      or
      assessments as Tenant deems necessary or appropriate. Tenant shall periodically
      communicate with
      Landlord as to the progress of the investigations in connection with this
      Contingency Period
      and any material findings in such regards. Tenant shall provide copies, within
      a reasonable
      time after Landlord's request therefore, of any formal written reports prepared for
      Tenant by licensed professionals, such as structural engineers or environmental
      experts, in
      connection with such Contingency Period.





ARTICLE
              THREE:
            **BASE
                RENT**





Section
      3.01 **Time
      and Manner of Payment.** Beginning on the Rent Commencement Date
      (as
      defined below) and the first day of each calendar month thereafter, Tenant
      shall
      pay Landlord
      the Base Rent, in advance. The Base Rent shall be payable at Landlord's address
      or at
      such
      other place as Landlord may designate in writing. The Prepaid Base Rent shall
      be
      applied to and be considered payment for the Base Rent payable for the first
      full month immediately
      following the Rent Commencement Date. Base Rent for any partial month shall
      be
      prorated based on the actual number of days in the calendar month
      involved.





Section
      3.02 **Rent
      Commencement Date.** For
      purposes of this Lease, the "Rent Commencement
      Date" shall be Ninety (90) days after the Delivery Date.





Section
      3.03 **Base
      Rent Increases.**


(a) The
      Base
      Rent shall be increased on February 1, 2002 and February 1, 2007 ("Rent
      Adjustment Dates"). The Base Rent shall be increased on each Rent Adjustment
      Date during
      the Initial Lease Term (or any extension thereof, if applicable) in accordance
      with the
      increase in the United States Department of Labor, Bureau of Labor Statistics,
      Consumer Price
      Index for All Urban Consumers for the United States (base year 1982-84 = 100)
      (the "Index")
      as follows. The Base Rent (for purposes of this Section 3.03(a), the "Comparison Base
      Rent") in effect immediately before each Rent Adjustment Date shall be increased
      by the percentage that the Index has increased from the date (for purposes
      of
      this Section 3.03(a), the
      "Comparison Date") on which payment of the Comparison Base Rent began through
      the month in
      which
      the applicable Rent Adjustment Date occurs; provided, however, in no event
      shall
      the monthly
      Base Rent during the First Extended Term be less than one hundred and twenty
      one percent
      (121%) nor greater than one hundred and thirty five percent (135%) of the
      monthly Base
      Rent
      during the Initial Lease Term, and in no event shall the monthly Base Rent
      during the
      Second Extended Term be less than one hundred and fifteen percent (115%) nor
      greater than one hundred and twenty five percent (125%) of the monthly Base
      Rent
      during the First Extended Term.





(b) General
      CPI Provisions. Landlord shall notify Tenant of each increase by a
      written
      statement which shall include the Index for the applicable Comparison Date,
      the Index
      for
      the applicable Rent Adjustment Date, the percentage increase between those
      two Indices,
      and the new Base Rent. Tenant shall pay the new Base Rent from the applicable
      Rent Adjustment
      Date until the next Rent Adjustment Date. Landlord's notice of increase may
      be
      given after the applicable Rent Adjustment Date, and Tenant shall pay Landlord
      the accrued rental
      adjustment for the time elapsed between the effective date of the increase
      and Landlord's
      notice of such increase at the same time as the next Base Rent payment to
      Landlord is
      due.
      If the format or components of the Index are materially changed after the Commencement
      Date, Landlord shall substitute an index which is published by the Bureau of Labor
      Statistics or similar agency and which is most nearly equivalent to the Index
      in
      effect on
      the
      Commencement Date. The substitute index shall be used to calculate the increase
      in the Base Rent unless Tenant objects to such index in writing. If Tenant
      objects, Landlord and
      Tenant shall submit the selection of the substitute index for binding
      arbitration in accordance
      with the rules and regulations of the American Arbitration Association at its office
      closest to the Property. The costs of arbitration shall be borne equally by
      Landlord and
      Tenant.




Section
      3.04. N/A





Section
      3.05 **Termination;
      Advance Payments.** Upon
      termination of this Lease under Article Seven (Damage or Destruction), Article
      Eight (Condemnation) or any other termination
      not resulting from Tenant's default, and after Tenant has vacated the Property in
      the
      manner required by this Lease, Landlord shall immediately refund or credit
      to
      Tenant (or
      Tenant's successor) the unused portion of the Security Deposit, any advance
      rent
      or other advance
      payments made by Tenant to Landlord, and any amounts paid for Operating Expenses
      or otherwise
      which apply to any time periods after the effective date of the termination
      of
      the Lease.





Section
      3.06. **Work
      Letter.** The work
      letter (the "Work Letter") attached to this Lease
      as
      Exhibit "B" sets forth certain work and improvements anticipated to be
      constructed by
      Tenant
      with respect to the Property prior to Tenant's opening for business ("Tenant's Work").
      Tenant shall pay for the cost of constructing Tenant's Work. Following the execution
      of this Lease, Tenant shall have the right to enter upon the Property for the purpose
      of constructing Tenant's Work; provided, however, that prior to such entry,
      Tenant shall
      have obtained the policies of insurance required to be obtained by Tenant under
      Section 4.04
      hereof and also providing that the Property is vacant at such time. For the
      purposes of
      Section 6.05, Tenant's Work is hereby approved. Tenant's entry upon the Property
      pursuant to
      this
      paragraph shall not advance the Commencement Date of this Lease. The Work Letter also
      sets
      forth certain work to be performed by Landlord ("Landlord's Work") at Landlords sole
      cost
      and expense. Landlord's Work and Tenant's Work shall be completed within the
      time frames
      specified in the Work Letter. Landlord and Tenant hereby agree to cooperate (including
      providing sufficient advance notice) with each other with respect to their respective
      work as set forth in this Section 3.06, so as not to unreasonably interfere
      with the
      other
      party's work and business operations.


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**The
        Gardens Center, Hawaiian Gardens, CA**


ARTICLE
              FOUR:
            **OTHER
                CHARGES PAYABLE BY LANDLORD AND
                TENANT**





Section
      4.01 **Additional
      Rent.** All
      charges payable by Tenant other than Base Rent
      are
      called "Additional Rent." Unless this Lease provides otherwise, Tenant shall
      pay all
      Additional Rent then due with the next monthly installment of Base Rent. The
      term "rent" shall
      mean Base Rent and Additional Rent.





Section
      4.02 **Property
      Taxes.**


(a) **Real
      Property Taxes.** Landlord
      is responsible for the payment of all real property
      taxes on the Property (excluding any fees, taxes or assessments against, or
      as a result
      of, any tenant improvements installed on the Property by Tenant).


(b) **Definition
      of "Real Property Tax."** "Real
      property tax" means: (i) any fee, license
      fee, license tax, business license fee, commercial rental tax, or other tax
      imposed by
      any
      taxing authority against the Property (however not including those specifically against
      Tenant's business); and (ii) any tax or charge for fire protection, streets, sidewalks,
      road maintenance, refuse or other services provided to the Property by any governmental
      agency.


(c) **Personal
      Property Taxes.**


(i) Tenant
      shall
      pay all taxes charged against trade fixtures, furnishings, equipment
      or any other personal property belonging to Tenant. Tenant shall try to have
      personal property taxed separately from the Property.


(ii)If
      any of Tenant's
      personal property is taxed with the Property, Tenant
      shall pay Landlord the taxes for the personal property within fifteen (15) days
      after Tenant receives a written statement from Landlord for such personal property
      taxes.





Section
      4.03. **Utilities.** Tenant
      shall pay, directly to the appropriate supplier,
      the cost of all natural gas, heat, light, power, sewer service, telephone,
      water, refuse
      disposal and other utilities and services supplied to the Property. However,
      if
      any services
      or utilities are jointly metered with other parties, Tenant shall pay its
      reasonable share
      thereof to Landlord within fifteen (15) days after receipt of Landlord's written invoice
      therefore and such other supporting documentation as Tenant may reasonably
      request.





Section
      4.04 **. Insurance
      Policies.**


(a) **Liability
      Insurance** .
      During
      the Lease Term, Tenant shall maintain, at Tenant's
      sole cost and expense, a policy of commercial general liability insurance
      (sometimes known
      as
      broad form comprehensive general liability insurance) insuring Tenant against liability
      for bodily injury, property damage (including loss of use of property) and
      personal injury
      arising out of the operation, use or occupancy of the Property. Tenant shall
      name Landlord
      as an additional insured under such policy. The initial amount of such insurance shall
      be
      One Million Dollars ($1,000,000.00) per occurrence and shall be subject to
      periodic adjustment based upon inflation, liability awards, recommendation
      of
      Landlord's professional insurance
      advisers and other relevant factors. The liability insurance obtained by Tenant under
      this Section 4.04(a) shall (i) be primary and non-contributing; (ii) contain
      cross- liability
      endorsements; and (iii) insure Landlord against Tenant's lack of performance
      under Section
      5.04. The amount and coverage of such insurance shall not limit Tenant's
      liability nor
      relieve Tenant of any other obligation under this Lease.


(b) **Property
      Insurance.** During
      the Lease Term, Landlord shall maintain, at Landlord's
      sole cost and expense, policies of insurance covering loss of or damage to
      the Property
      in the full amount of its replacement value. Such policy shall provide
      protection against
      all perils included within the classification of fire, extended coverage,
      vandalism, malicious
      mischief, special extended perils (all risk), sprinkler leakage and any other perils
      which Landlord deems reasonably necessary. Landlord shall have the right to
      obtain flood
      and
      earthquake insurance if required by any lender holding a security interest
      in
      the Property.
      Landlord shall not obtain insurance for Tenant's fixtures or equipment or
      building improvements
      installed by Tenant on the Property. Tenant shall not do or permit anything
      to be
      done
      which invalidates any such insurance policies.


(c) **Payment
      of Premiums.** Upon
      Landlord's request, Tenant shall deliver to Landlord
      a copy of any policy of insurance which Tenant is required to maintain under
      this Section
      4.04. At least thirty (30) days prior to the expiration of any such policy,
      Tenant shall deliver to Landlord a renewal of such policy. As an alternative
      to
      providing a policy of
      insurance, Tenant shall have the right to provide Landlord a certificate of
      insurance, executed
      by an authorized officer of the insurance company, showing that the insurance
      which Tenant
      is
      required to maintain under this Section 4.04 is in full force and effect and containing
      such other information which Landlord reasonably requires.


(d) **General
      Insurance Provisions.**


(i) Any
      insurance
      which Tenant is required to maintain under this Lease shall
      include a provision which requires the insurance carrier to give Landlord not
      less
      than thirty (30) days' written notice prior to any cancellation or modification
      of such coverage.


(ii)If
      Tenant fails to
      deliver any policy, certificate or renewal to Landlord
      required under this Lease within thirty (30) days following written request
      from Landlord for such evidence of insurance, Landlord may obtain such insurance,
      in which case Landlord shall immediately notify Tenant and Tenant shall
      reimburse Landlord for the cost of such insurance within fifteen (15) days after
      receipt of a statement that indicates the cost of such
      insurance.


(iii)Tenant
      shall
      maintain all insurance required under this Lease with companies
      holding a "General Policy Rating" of B+ or better, as set forth in the most
      current issue of "Best Key Rating Guide". Landlord and Tenant acknowledge the
      insurance markets are rapidly changing and that insurance in the form and amounts
      described in this Section 4.04 may not be available in the future. Tenant
      acknowledges that the insurance described in this Section 4.04 is for the primary
      benefit of Landlord. If at any time during the Lease Term, Tenant is unable
      to
      maintain the insurance required under the Lease, Tenant shall nevertheless
      maintain insurance coverage which is customary and commercially reasonable
      in the insurance industry for Tenant's type of business, as that coverage
      may change from time to time.


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(iv)Unless
      prohibited
      under any applicable insurance policies maintained, Landlord
      and Tenant each hereby waive any and all rights of recovery against the other,
      or
      against the officers, employees, agents or representatives of the other,
      for loss of or damage to its property or the property of others under its control,
      if such loss or damage is covered by any insurance policy in force (whether
      or
      not described in this Lease) at the time of such loss or damage. Upon
      obtaining the required policies of insurance, Landlord and Tenant shall give notice
      to
      the insurance carriers of this mutual waiver of subrogation.





Section
      4.05. **Common
      Areas; Use, Maintenance and Costs.**


(a) **Common
      Areas.** As used
      in this Lease, "Common Areas" shall mean all areas within the Shopping Center
      which are not leased or held for the exclusive use of Tenant or other tenants,
      including, but not limited to, parking areas, driveways, sidewalks, loading areas,
      access roads, lobby areas, elevators, corridors, landscaping and planted areas
      as depicted
      on Exhibit "A." Landlord shall not change the size, location, nature and use
      of
      any of
      the
      Common Areas, including vehicle parking spaces, convert Common Areas into
      leasable areas,
      or
      decrease Common Area land and/or facilities, without Tenant's prior written consent,
      which shall not be unreasonably withheld. No activities or changes are permitted to
      the
      Common Areas if they would materially affect Tenant's use of the Property.
      Tenant may withhold its consent, in its sole and absolute discretion, to any
      changes to the common area which
      would reduce the amount of parking available to Tenant's customers, decrease
      visibility or
      access
      to the Property, or reduce the effectiveness of Tenant's signage.


(b) **Use
      of Common Areas.** Tenant
      shall have the nonexclusive right (in common with
      other tenants) to use the Common Areas for the purposes intended at no
      additional cost to
      Tenant, subject to such reasonable rules and regulations as Landlord may
      establish from time
      to
      time. Tenant shall abide by such rules and regulations and shall use its best efforts
      to cause others who use the Common Areas with Tenant's express or implied
      permission to
      abide
      by Landlord's rules and regulations. At any time, Landlord may temporarily
      close any
      Common Areas to perform any acts in the Common Areas as, in Landlord's judgment,
      are necessary
      to improve the Shopping Center; provided that Landlord gives Tenant appropriate prior
      written notice and Landlord takes all reasonable actions to avoid so doing
      during the months
      of
      November and December. Tenant shall not interfere with the rights of Landlord, other
      tenants or any other person entitled to use the Common Areas.


(c) **Vehicle
      Parking.** Tenant
      and its invitee and customers shall be entitled to the
      nonexclusive use of all vehicle parking spaces in the Shopping Center for
      non-reserved parking
      without the payment of any additional rent by Tenant or charge to Tenant or
      its invitees
      or customers. All such vehicle parking spaces shall be available only for
      customers of
      tenants of the shopping center, other tenants of the Shopping Center and their
      employees shall
      not
      be permitted to use any of the vehicle parking spaces. Handicapped spaces shall
      only be used by those legally permitted to use them.


(d) **Maintenance
      of Common Areas.** Landlord
      shall maintain and operate the Common Areas
      safely and in good order, condition and repair, all at Landlord's sole cost
      and expense.
      Landlord's maintenance of the Common Areas shall include, but not be limited
      to, the
      timely and first quality performance of the following: Sweeping, trash removal,
      graffiti removal,
      deterring loitering and panhandling, landscape planting and maintenance, asphalt maintenance,
      security, painting exterior of structures, lighting, traffic and parking control,
      and all other things normally done in the maintenance or operation of a first
      class shopping center.


(e) **Loading.** Tenant
      shall be permitted, at all times, to use portions of the Common
      Areas, labeled and depicted as "Tenant's Loading Areas" on Exhibit "A", as
      necessary, for making deliveries of merchandise, storing shopping carts,
      operating vending machines and otherwise as necessary for the smooth and
      ordinary operation of its business. Subject to the provisions of Section 6.05,
      as they apply to alterations, additions, and improvements of the Property,
      Tenant may change Tenant's Loading Areas to facilitate Tenant's receipt of merchandise
      and/or the storage/use of shopping carts, provided that Tenant obtains
      Landlord's prior
      written consent, which shall not be unreasonably withheld.





ARTICLE
              FIVE:
            **USE
                OF PROPERTY**





Section
      5.01. **Permitted
      Uses.** Tenant
      may use the Property only for the purpose of
      conducting a general retail store (including, without limitation, beer and
      wine
      sales for off-site
      consumption and all other merchandise generally sold at Tenant's other
      locations), for
      business offices in connection therewith and such other uses related or
      incidental thereto,
      consistent with all laws, federal, state or local, and with any applicable regulation
      of any government body and for no other purpose during the term of the Lease.
      Landlord agrees to fully cooperate with Tenant in obtaining any desired permits
      from governmental agencies or approvals from other tenants of the Shopping
      Center concerning Tenant's use of the Property permitted or desired under this
      Lease, including, without limitation,
      a beer and wine sales permit for off-site consumption. Landlord shall indemnify and
      defend Tenant against any and all claims asserted by third parties claiming
      that
      Tenant's use
      infringes any rights to exclusivity which such third party may have in the
      Shopping Center.
      Tenant may use the Property for other purposes with Landlords written consent
      which shall
      not
      be unreasonably withheld. Nothing in this Article shall be construed as a
      covenant by
      Tenant
      of continuous operations. Landlord represents and warrants to Tenant that Tenant may
      transfer its beer and wine license for its existing business at 12226 Carson
      Street, Hawaiian
      Gardens without violating laws of the City of Hawaiian Gardens or any entity associated
      therewith. Notwithstanding the prior sentence, Tenant shall not sell any alcoholic
      beverages unless permitted to do so by the California Department of Alcoholic Beverage
      Control, or such other party which may have jurisdiction thereon.





Section
      5.02. **Manner
      of Use.** Tenant
      shall not cause or permit the Property to be
      used
      in any way which constitutes a violation of any law, ordinance, or governmental regulation
      or order, which annoys or interferes with the rights of tenants of the Shopping Center,
      or which constitutes a nuisance or waste. Tenant shall obtain and pay for all permits
      required for Tenant's occupancy of the Property and shall promptly take all
      actions necessary
      to comply with all applicable statutes, ordinances, rules, regulations, orders
      and requirements
      regulating the use by Tenant of the Property. Notwithstanding any other provision
      of this Lease, if at any time during the Lease Term either the Property or
      the Shopping
      Center is not in conformity with any present or future law or regulation
      relating to
      the
      use, occupation or reconstruction thereof (including, without limitation, the Americans
      with Disabilities Act, earthquake safety codes, fire sprinkler codes, and laws governing
      the presence of regulated or hazardous substances (such as asbestos)
      incorporated into
      the
      Property (which were not placed there by Tenant)) or is subject to any order
      of
      any governmental
      agency ordering any rebuilding, alteration or repair thereof, Landlord shall immediately
      at its own cost and expense, and without any right of reimbursement from Tenant (unless
      the work is required because of Tenant's particular use of the Property or
      the
      Lease has
      been
      terminated under any provision of this Lease), effect such alterations and
      repairs  to
      the
      Property or the Shopping Center *as* may
      be
      necessary to comply with such laws, regulations,
      orders or requirements. All such alterations and repairs, if made to the Property,
      shall be made in accordance with the plans and specifications approved in
      writing by
      Tenant.


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Section
      5.03 **Signs.** Tenant
      shall have the right to place such signs on the exterior
      of the Property as Tenant may desire; provided that such signs comply with applicable
      laws. Tenant shall have the right to use and modify any sign area used by any prior
      tenant of the Property, whether such sign area is located on the Property,
      within the Common
      Areas, or elsewhere in the Shopping Center. Tenant shall also have the right
      to modify
      existing monument signage or add additional monument signage in the Common
      Area
      or elsewhere
      in the Shopping Center, subject only to applicable governmental approvals and
      any existing
      written obligations of Landlord to existing tenants of the Shopping Center. Landlord
      represents to Tenant that Landlord has disclosed to Tenant in writing the
      relevant details
      of all such obligations. Landlord shall use its best efforts to obtain any
      required approvals
      from the other tenants of the Shopping Center and applicable governmental
      agencies in connection with any signs desired to be installed by Tenant. For
      a
      period of time 60 days following
      the end of the Lease term, Tenant shall be permitted to place two signs not
      to exceed
      24
      inches by 36 inches in size, in prominent places visible from the exterior
      of
      the premises
      informing the public of Tenant's relocation and other similar information.
      Landlord shall
      cooperate with Tenant to obtain the best possible signage in Tenant's judgement. Landlord
      shall seek the cooperation of the City of Hawaiian Gardens and any entity
      affiliated therewith
      to obtain Tenant's maximum desired signage.





Section
      5.04. **Indemnity.** Except
      for losses, damages and claims arising out of the acts or omissions of Landlord
      or Landlord's agents, contractors and employees, Tenant shall
      indemnify Landlord against and hold Landlord harmless from any and all costs,
      claims or
      liability arising from: (a) Tenant's use of the Property; (b) the conduct of
      Tenant's business
      or anything else done or permitted by Tenant to be done in or about the
      Property, (c)
      any
      breach or default in the performance of Tenant's obligations under this Lease;
      or (d) any
      misrepresentation or breach of warranty by Tenant under this Lease. Tenant
      shall
      defend Landlord
      against any such cost, claim or liability at Tenant's expense with counsel reasonably
      acceptable to Landlord.





Section
      5.05. **Landlord's
      Access.** Landlord
      or its agents may enter the Property at
      reasonable times to inspect the Property; or for any other purpose Landlord
      deems reasonably
      necessary. Landlord shall give Tenant prior notice of such entry, except in
      the case
      of
      an emergency.





Section
      5.06. **Quiet
      Possession.** So long
      as Tenant is not in default under this Lease,
      Tenant may occupy and enjoy the Property for the full Lease Term, subject to
      the provisions
      of this Lease.





ARTICLE
              SIX:
            **CONDITION
                OF PROPERTY; MAINTENANCE, REPAIRS AND
                ALTERATIONS**


Section
      6.01. **Condition
      of Property.** Landlord
      shall deliver the Property to
      Tenant
      in a clean and good condition and with Landlord's Work as set forth in Section
      3.06 and
      Exhibit "B" complete on the Commencement Date. Landlord warrants to Tenant
      to
      the best of
      Landlord's actual knowledge and without any special inquiry or investigation,
      that the Property,
      in the state existing on the Commencement Date, but without regard to
      alterations or
      improvements made by Tenant or the use for which Tenant will occupy the
      Property, does not violate
      any covenants or restrictions of record, or any applicable building or other
      code, regulation
      or ordinance in effect on the Commencement Date. In the event it is determined that
      any
      of the foregoing covenants or warranties have been violated, then it shall
      be
      the obligation
      of Landlord, after written notice from Tenant, to promptly, at Landlord's sole cost
      and
      expense, rectify any such violation.





Section
      6.02. **Exemption
      of Landlord from Liability.** Landlord
      shall not be liable for
      any
      damage or injury to the person, business (or any loss of income therefrom),
      goods, wares
      or
      property of Tenant, Tenant's employees, invitee, clients, customers or any
      other person
      in
      or about the Property, whether such damage or injury is caused by or results
      from: (a)
      theft, fire, steam, electricity, water, gas or rain, (b) the breakage, leakage, obstruction
      or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning
      or lighting fixtures or any other cause, (c) conditions arising in or about
      the Property
      or upon other portions of the Shopping Center, or from other sources or places
      or from
      new
      construction or repair of the Property or the Shopping Center, or (d) any act
      or omission
      of any other tenant of the Shopping Center; except for damage or injury caused
      by or
      resulting from Landlord's (or its agents or contractor's) gross negligence
      or
      willful misconduct
      or Landlord's failure to perform its obligations under this Lease.





Section
      6.03. **Landlord's
      Obligations.** Except
      as provided in Article Seven (Damage
      or Destruction) and Article Eight (Condemnation), Landlord, at its sole cost
      and expense,
      shall keep the roof, foundations, exterior walls (except for painting thereof),
      and sidewalks
      of the Property in good order, condition and repair. Landlord shall make repairs under
      this Section 6.03 within a reasonable time after receipt of written notice
      from
      Tenant of
      the
      need for such repairs. Landlord represents and warrants to Tenant that, on
      the Commencement
      Date, the heating, ventilation, air conditioning, electrical, plumbing and
      other systems
      contained within or servicing the Property shall be in good working condition
      and repair.





Section
      6.04. **Tenant's
      Obligations.**


(a) Except
      as
      provided in Section 5.02, Section 6.03, Article Seven (Damage or Destruction)
      and Article Eight (Condemnation), Tenant shall keep all portions of the Property (excepting
      foundations, exterior walls, roofs and sidewalks) in good order, condition
      and
      repair (including interior repainting and refinishing, as needed). If any
      portion of the Property which Tenant is obligated to repair cannot be fully
      repaired or restored, Tenant shall promptly replace such portion of the
      Property, regardless of whether the benefit of such replacement extends beyond
      the Lease Term; but if the benefit or useful life of such replacement
      extends beyond the remaining Lease Term (as such term may be extended by
      exercise of
      any
      options), the cost of such replacement shall be amortized over its useful life,
      and Tenant
      shall be liable only for that portion of the amortized cost which is applicable
      to the remaining
      Lease Term (as extended).


(b) Tenant
      shall fulfill all of Tenant's obligations under this Section 6.04, except as
      otherwise provided, at Tenant's expense. If Tenant fails to maintain, repair
      or replace
      the Property as required by this Section 6.04, Landlord may, upon ten (10)
      days' prior
      notice to Tenant (except that no notice shall be required in the case of an
      emergency), enter
      the
      Property and perform such maintenance or repair (including replacement, as
      needed) on
      behalf
      of Tenant. In such case, Tenant shall reimburse Landlord for costs incurred
      in
      performing such maintenance or repair for which Tenant is responsible
      immediately upon demand.


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Section
      6.05. **Alterations,
      Additions, and Improvements.** (a)
      Tenant shall not make
      any
      alterations, additions, or improvements to the Property without Landlord's
      prior written
      consent, except for non-structural alterations which do not exceed Ten Thousand Dollars
      ($10,000.00) in cost cumulatively over the Lease Term. Landlord may require
      Tenant to
      provide demolition and/or lien and completion bonds in form and amount
      satisfactory to Landlord.
      Tenant shall promptly remove any alterations, additions, or improvements constructed
      in violation of this Section 6.05(a) upon Landlord's written request and restore such
      portions of the Property to their condition immediately prior to Tenant's
      construction of
      such
      alterations, additions, or improvements. All alterations, additions, and improvements
      shall be done in a good and workmanlike manner, in conformity with all applicable
      laws and regulations, and by a contractor approved by Landlord. Upon completion of
      any
      such work, Tenant shall provide Landlord with "as built" plans, copies of all construction
      contracts, and proof of payment for all labor and materials, to the extent
      that the
      same
      are available to Tenant.


(b) Tenant
      shall
      pay when due all claims for labor and material furnished to the Property.
      Tenant shall give Landlord at least twenty (20) days' prior written notice
      of
      the commencement
      of any work on the Property, regardless of whether Landlord's consent to such work
      is
      required. Landlord may elect to record and post notices of non-responsibility
      on
      the Property.





Section
      6.06. **Condition
      upon Termination.** Upon the
      termination of the Lease, Tenant
      shall surrender the Property to Landlord, broom clean and in the same condition
      as received
      except for ordinary wear and tear which Tenant was not otherwise obligated
      to
      remedy under
      any
      provision of this Lease. However, Tenant shall not be obligated to repair any
      damage which Landlord is required to repair under Article Seven or elsewhere
      under this Lease. In addition, Landlord may require Tenant to remove any of
      Tenant's alterations, additions
      or improvements (whether or not made with Landlord's consent) prior to the expiration
      of the Lease and to restore the Property to its prior condition, all at Tenant's
      expense. All alterations, additions and improvements which Landlord has not
      required Tenant to
      remove
      shall become Landlord's property and shall be surrendered to Landlord upon
      the expiration
      or earlier termination of the Lease, except that Tenant may remove any of
      Tenant's trade
      fixtures, machinery or equipment. Tenant shall repair, at Tenant's expense,
      any
      damage to
      the
      Property caused by the removal of any such trade fixtures, machinery or
      equipment. If
      any
      alteration, addition or improvement made by Tenant shall not be in the condition required
      above for surrender, then Tenant may, at Tenant's option, either restore such alteration,
      addition, or improvement to the required condition or remove or restore such
      affected portion of the Property to its condition immediately prior to such
      alteration, addition,
      or improvement.





ARTICLE
              SEVEN:
            **DAMAGE
                OR DESTRUCTION**





Section
      7.01. **Partial
      Damage to Property.**


(a) Tenant
      shall notify Landlord in writing immediately upon the occurrence of any
      damage to the Property. If the Property is only partially damaged (i.e., less
      than fifty percent (50%) of the Property is untenantable as a result of such
      damage and less than fifty percent
      (50%) of Tenant's operations are materially impaired) and if the proceeds
      received by Landlord from the insurance policies described in Section 4.04(b)
      are sufficient to pay for the necessary repairs, this Lease shall remain in
      effect and Landlord shall repair the damage as soon as reasonably possible.
      Landlord may elect (but is not required) to repair any damage to Tenant's
      fixtures, equipment, or improvements.


(b) If
      the
      insurance proceeds received by Landlord are not sufficient to pay the entire
      cost of repair, or if the cause of the damage is not covered by the insurance
      policies which
      Landlord maintains under Section 4.04(b), Landlord may elect either to (i)
      repair the damage
      as
      soon as reasonably possible, in which case this Lease shall remain in full
      force and
      effect, or (ii) terminate this Lease as of the date the damage occurred.
      Landlord shall notify
      Tenant within thirty (30) days after receipt of notice of the occurrence of
      the
      damage whether
      Landlord elects to repair the damage or terminate the Lease. If Landlord elects
      to terminate
      this Lease, Tenant may elect to continue this Lease in full force and effect,
      in which
      case Tenant shall repair any damage to the Property and any building in which
      the Property
      is located. Tenant shall pay the cost of such repairs, except that upon satisfactory
      completion of such repairs, Landlord shall deliver to Tenant any insurance proceeds
      received by Landlord for the damage repaired by Tenant. Tenant shall give
      Landlord written
      notice of such election within ten (10) days after receiving Landlord's
      termination notice,
      and in such event Landlord shall have no responsibility to repair or replace
      Tenant's trade
      fixtures, inventory, or other personal property, all of which shall be Tenant's responsibility
      to handle as Tenant determines in Tenant's sole discretion.


(c) If
      the
      damage to the Property occurs during the last six (6) months of the Lease
      Term and such damage will require more than thirty (30) days to repair, either
      Landlord or
      Tenant
      may elect to terminate this Lease as of the date the damage occurred, regardless of
      the
      sufficiency of any insurance proceeds. The party electing to terminate this
      Lease shall
      give written notification to the other party of such election within thirty
      (30)
      days after
      Tenant's notice to Landlord of the occurrence of the damage.





Section
      7.02. **Substantial
      or Total Destruction.** If the
      Property is substantially
      or totally destroyed by any cause whatsoever (i.e., the damage to the Property is
      greater than partial damage as described in Section 7.02), and regardless of
      whether Landlord receives any insurance proceeds, this Lease shall terminate
      as
      of the date the destruction
      occurred. Notwithstanding the preceding sentence, if the Property can be rebuilt within
      six (6) months after the date of destruction, Landlord may elect to rebuild
      the Property
      at Landlord's own expense, in which case this Lease shall remain in full force
      and effect.
      Landlord shall notify Tenant of such election within thirty (30) days after
      Tenant's notice
      of
      the occurrence of total or substantial destruction. If Landlord so elects, Landlord
      shall rebuild the Property at Landlord's sole expense.





Section
      7.03. **Temporary
      Reduction of Rent.** If the
      Property is destroyed or damaged
      and Landlord or Tenant repairs or restores the Property pursuant to the
      provisions of
      this
      Article Seven, any rent payable during the period of such damage, repair and/or restoration
      shall be reduced according to the degree, if any, to which Tenant's use of
      the Property
      is impaired.


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ARTICLE
              EIGHT:
            **CONDEMNATION**


Section
      8.01. If
      all or any portion of the Property is taken under the power of eminent
      domain or sold under the threat of that power (all of which are called "Condemnation"),
      this Lease shall terminate as to the part taken or sold on the date the condemning
      authority takes title or possession, whichever occurs first. If more than twenty percent
      (20%) of the floor area of the building in which the Property is located, or
      which is
      located on the Property, is taken, either Landlord or Tenant may terminate
      this
      Lease as of
      the
      date the condemning authority takes title or possession, by delivering written
      notice to
      the
      other within ten (10) days after receipt of written notice of such taking (or
      in
      the absence
      of such notice, within ten (10) days after the condemning authority takes title
      or possession). If neither Landlord nor Tenant terminates this Lease, this
      Lease
      shall remain in
      effect
      as to the portion of the Property not taken, except that the Base Rent and Additional
      Rent shall be reduced in proportion to the reduction in the floor area of the Property.
      Any award for the taking of all or any part of the Property or the Shopping
      Center under
      the
      power of eminent domain or any payment made under threat of the exercise of
      such power
      shall be the property of Landlord; provided, however, that Tenant shall be
      entitled to any award for (i) loss of or damage to Tenant's trade fixtures,
      personal property and tenant improvements
      that have been paid for by Tenant and (ii) the value of the leasehold estate (i.e.,
      the leasehold bonus value). Landlord shall have no obligation to assist (provide counsel)
      Tenant in obtaining any such award. In the event that this Lease is not
      terminated by
      reason
      of such condemnation, Landlord shall to the extent of severance damages received
      by Landlord in connection with such condemnation, repair any damage to the
      Property caused by
      such
      condemnation except to the extent that Tenant has been reimbursed therefor
      by
      the condemning
      authority.





ARTICLE
              NINE:
            **ASSIGNMENT
                AND SUBLETTING**





Section
      9.01. **Landlord's
      Consent Required.** No
      portion of the Property or of Tenant's
      interest in this Lease may be acquired by any other person or entity, whether
      by sale,
      assignment, mortgage, sublease, transfer, operation of law, or act of Tenant,
      without Landlord's
      prior written consent, which consent shall not be unreasonably withheld. Notwithstanding
      the foregoing, assignment or subletting of the Property to an entity, which controls
      or is controlled by or is under common control with Tenant, or to any affiliate
      resulting from the merger or consolidation with Tenant, or to any person or
      entity which acquires
      all the assets of Tenant as a going concern of the business that is being
      conducted on
      the
      Property, shall not require Landlord's consent. Landlord's consent to an
      assignment or subletting shall not be deemed consent to a subsequent assignment
      or subletting.





ARTICLE
              TEN:
            **DEFAULTS;
                REMEDIES**





Section
      10.01. **Covenants
      and Conditions.** Tenant's
      performance of each of Tenant's
      obligations under this Lease is a condition as well as a covenant. Tenant's
      right to
      continue in possession of the Property is conditioned upon such
      performance.





Section
      10.02. **Defaults.** Tenant
      shall be in material default under this Lease:


(a) If
      Tenant
      abandons the Property or if Tenant's vacation of the Property results
      in the cancellation of any insurance described in Section 4.04;


(b) If
      Tenant
      fails to pay rent or any other charge due within five (5) days following
      written notice from Landlord that such sum is due;


(c) If
      Tenant
      fails to perform any of Tenant's non-monetary obligations under this
      Lease for a period of thirty (30) days after written notice from Landlord;
      provided that if
      more
      than thirty (30) days are required to complete such performance, Tenant shall
      not be in
      default if Tenant commences such performance within the thirty (30)-day period
      and thereafter diligently pursues its completion. The notice required by this
      Section is intended
      to satisfy any and all notice requirements imposed by law on Landlord and is
      not
      in addition
      to any such requirement.


(d) (i)
      If
      Tenant makes a general assignment or general arrangement for the benefit
      of creditors; (ii) if a petition for adjudication of bankruptcy or for
      reorganization or
      rearrangement is filed by or against Tenant and is not dismissed within thirty
      (30) days; (iii)
      if
      a trustee or receiver is appointed to take possession of substantially all
      of Tenant's
      assets located at the Property or of Tenant's interest in this Lease and
      possession is
      not
      restored to Tenant within thirty (30) days; or (iv) if substantially all of
      Tenant's assets
      located at the Property or of Tenant's interest in this Lease is subjected
      to attachment,
      execution or other judicial seizure which is not discharged within thirty (30) days.
      If
      a court of competent jurisdiction determines that any of the acts described
      in
      this subparagraph
      (d) is not a default under this Lease, and a trustee is appointed to take possession
      (or if Tenant remains a debtor in possession) and such trustee or Tenant
      transfers Tenant's
      interest hereunder, then Landlord shall receive, as Additional Rent, the excess,
      if any,
      of
      the rent (or any other consideration) paid in connection with such assignment
      or sublease
      over the rent payable by Tenant under this Lease.





Section
      10.03. **Remedies.** On the
      occurrence of any material default by Tenant, Landlord
      may, at any time thereafter, with or without notice or demand and without
      limiting Landlord
      in the exercise of any right or remedy which Landlord may have:


(a) Terminate
      Tenant's right to possession of the Property by any lawful means,
      in
      which case this Lease shall terminate and Tenant shall immediately surrender possession
      of the Property to Landlord. In such event, Landlord shall be entitled to
      recover from
      Tenant all damages incurred by Landlord by reason of Tenant's default, including
      (i) the worth
      at
      the time of the award of the unpaid Base Rent, Additional Rent and other charges which
      Landlord had earned at the time of the termination; (ii) the worth at the time
      of the award
      of
      the amount by which the unpaid Base Rent, Additional Rent and other charges
      which Landlord
      would have earned after termination until the time of the award exceeds the
      amount of
      such
      rental loss that Tenant proves Landlord could have reasonably avoided; (iii)
      the worth
      at
      the time of the award of the amount by which the unpaid Base Rent, Additional
      Rent and
      other
      charges which Tenant would have paid for the balance of the Lease term after
      the time
      of
      award exceeds the amount of such rental loss that Tenant proves Landlord could
      have reasonably
      avoided; and (iv) any other amount necessary to compensate Landlord for all
      the detriment
      proximately caused by Tenant's failure to perform its obligations under the
      Lease or
      which
      in the ordinary course of things would be likely to result therefrom, including,
      but not
      limited to, any costs or expenses Landlord incurs in maintaining or preserving
      the Property
      after such default, the cost of recovering possession of the Property, expenses
      of reletting,
      including necessary renovation or alteration of the Property, Landlord's reasonable
      attorneys' fees incurred in connection therewith, and any real estate commission paid
      or
      payable. As used in subparts (i) and (ii) above, the "worth at the time of
      the award"
      is
      computed by allowing interest on unpaid amounts at the rate of fifteen percent
      (15%) per annum, or such lesser amount as may then be the maximum lawful rate.
      As used in subpart (iii) above, the "worth at the time of the award" is computed
      by discounting such amount
      at
      the discount rate of the Federal Reserve Bank of San Francisco at the time
      of
      the award, plus one percent (1%). If Tenant has abandoned the Property, Landlord
      shall have the option
      of
      (i) retaking possession of the Property and recovering from Tenant the amount specified
      in this Section 10.03(a), or (ii) proceeding under Section
      10.03(b);


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(b) Maintain
      Tenant's right to possession, in which case this Lease shall continue
      in effect whether or not Tenant has abandoned the Property. In such event,
      Landlord shall
      be
      entitled to enforce all of Landlord's rights and remedies under this Lease, including
      the right to recover the rent as it becomes due; and/or


(c) Pursue
      any other remedy now or hereafter available to Landlord under the laws
      or
      judicial decisions of the state in which the Property is located.





Section
      10.04. **Automatic
      Termination.** Notwithstanding any other term or provision
      hereof to the contrary, the Lease shall terminate on the occurrence of any
      act which
      affirms the Landlord's intention to terminate the Lease as provided in Section
      10.03 hereof,
      including the filing of an unlawful detainer action against Tenant. On such termination,
      Landlord's damages for default shall include all costs and fees, including reasonable
      attorney's fees that Landlord incurs in connection with the filing,
      commencement, pursuing
      and/or defending of any action in any bankruptcy court or other court with
      respect to the Lease; the obtaining of relief from any stay in bankruptcy
      restraining any action to evict
      Tenant; or the pursuing of any action with respect to Landlord's right to
      possession of
      the
      Property. All such damages suffered (apart from Base Rent and other rent payable hereunder)
      shall constitute pecuniary damages which must be reimbursed to Landlord prior
      to
      the assumption of the Lease by Tenant or any successor to Tenant in any
      bankruptcy or other proceeding.





Section
      10.05. **Cumulative
      remedies.** Landlord's exercise of any right or remedy shall not prevent it from exercising
      any other right or remedy.





ARTICLE
              ELEVEN:
            **PROTECTION
                OF LENDERS**





Section
      11.01. **Subordination.** Landlord
      shall have the right to subordinate this Lease to any ground lease, deed of
      trust or mortgage encumbering the Property, any advances made
      on
      the security thereof and any renewals, modifications, consolidations,
      replacements or
      extensions thereof, whenever made or recorded; provided that the holder of
      such encumbrance
      enters into a commercially reasonable non-disturbance agreement with Tenant. Tenant
      shall cooperate with Landlord and any lender which is acquiring a security
      interest in
      the
      Property or the Lease. Tenant shall execute such further documents and
      assurances as such
      lender may require, provided that Tenant's obligations under this Lease shall
      not be increased
      in any material way (the performance of ministerial acts shall not be deemed material),
      and Tenant shall not be deprived of its rights under this Lease. Tenant's right to
      quiet
      possession of the Property during the Lease term shall not be disturbed if
      the
      Tenant pays rent and performs all of Tenant's obligations under this Lease
      and
      is not otherwise
      in default. Landlord shall, promptly following execution of this Lease, use
      its
      reasonable best efforts to cause any holder of an existing ground lease, deed
      of
      trust or mortgage
      encumbering the Property or the Shopping Center to enter into a commercially reasonable
      non-disturbance agreement with Tenant.





Section
      11.02. **Attornment.** If
      Landlord's interest in the Property is acquired by
      any
      ground lessor, beneficiary under a deed of trust, mortgagee, or purchaser at
      a foreclosure
      sale, Tenant shall attorn to the transferee of or successor to Landlord's interest
      in the Property and recognize such transferee or successor as Landlord under
      this Lease.
      Tenant waives the protection of any statute or rule of law which gives or
      purports to
      give
      Tenant any right to terminate this Lease or surrender possession of the Property
      upon the
      transfer of Landlord's interest.





Section
      11.03. **Signing
      of Documents.** Tenant
      shall sign and deliver any instrument
      or documents necessary or appropriate to evidence any such attornment or
      subordination or agreement to do so. If Tenant fails to do so within ten (10)
      days after written
      request, Tenant hereby makes, constitutes and irrevocably appoints Landlord,
      or
      any transferee
      or successor of Landlord, the attorney-in-fact of Tenant to execute and deliver
      any such instrument or document.





Section
      11.04. **Estoppel
      certificates.** Upon
      Landlord's written request, Tenant shall
      execute, acknowledge and deliver to Landlord a written statement certifying:
      (i)
      that none
      of
      the terms or provisions of this Lease have been changed (or if they have been changed,
      stating how they have been changed); (ii) that this Lease has not been cancelled
      or terminated;
      (iii) the last date of payment of the Base Rent and other charges and the time period
      covered by such payment; (iv) that Landlord is not in default under this Lease
      (or, if
      Landlord is claimed to be in default, stating why) ; and (v) that Tenant has
      accepted possession
      of the Property and the Lease is in full force and effect. Tenant shall deliver such
      statement to Landlord within ten (10) days after Landlord's request. Landlord
      may give any
      such
      statement by Tenant to any prospective purchaser or encumbrancer of the
      Property. Such
      purchaser or encumbrancer may rely conclusively upon such statement as true
      and
      correct.





ARTICLE
        TWELVE: **LEGAL
        COSTS**





Section
      12. 01 **Legal
      Proceedings.** If
      Tenant or Landlord shall be in breach or default
      under this Lease, such party (the "Defaulting Party") shall reimburse the other
      party (the
      "Non-defaulting Party") upon demand for any costs or expenses that the
      Non-defaulting Party
      reasonably incurs in connection with any breach or default of the Defaulting
      Party under this Lease, whether or not suit is commenced or judgment entered.
      Such costs shall include
      actual legal fees and costs incurred for the negotiation of a settlement,
      enforcement of
      rights
      or otherwise. Furthermore, if any action for breach of or to enforce the provisions
      of this Lease is commenced, the court in such action shall award to the party
      in whose
      favor a judgment is entered, a reasonable sum as attorneys' fees and costs.
      The
      losing party
      in
      such action shall pay such attorneys' fees and costs.





ARTICLE
      THIRTEEN: **MISCELLANEOUS
      PROVISIONS**





Section
      13.01. **Non-Discrimination.** Tenant
      promises, and it is a condition to the
      continuance of this Lease, that there will be no discrimination against, or
      segregation of, any person or group of persons on the basis of race, color,
      sex,
      creed, national origin or
      ancestry in the leasing, subleasing, transferring, occupancy, tenure or use
      of
      the Property
      or any portion thereof.


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**The
      Gardens Center, Hawaiian Gardens, CA**




Section
      13.02. **Severability.** A
      determination by
      a
      court of competent jurisdiction
      that any provision of this Lease or any part thereof is
      illegal or unenforceable shall
      not
      cancel or invalidate the remainder of such provision  or
      this
      Lease, which shall remain
      in
      full force and effect.





Section
      13.03. **Interpretation.** The
      captions of the Articles or Sections of this Lease
      are
      to assist the parties in reading this Lease and are not a part of the terms
      or provisions
      of this Lease. Whenever required by the context of this Lease, the singular
      shall include the plural the plural shall include the singular. The masculine,
      feminine and neuter genders
      shall each include the other. No provision of this Agreement is to be
      interpreted for
      or
      against either party because that party or that party's legal representative
      drafted such
      provision.





Section
      13.04. **Incorporation
      of Prior Agreements; Modifications.** This
      Lease is the
      only
      agreement between the parties pertaining to the lease of the Property and no
      other agreements
      are effective. All amendments to this Lease shall be in writing and signed
      by
      all parties.
      Any other attempted amendment shall be void.





Section
      13.05. **Notices.** All
      notices required or permitted under this Lease shall
      be
      in writing and shall be personally delivered or sent by certified mail, return receipt
      requested, postage prepaid. Notices to Tenant shall be delivered to the address
      specified in Section 1.02 above. Notices to Landlord shall be delivered to
      the
      address specified
      in Section 1.01 above. All notices shall be effective upon delivery. Either
      party may
      change its notice address upon written notice to the other party.





Section
      13.06. **Waivers.** All
      waivers must be in writing and signed by the waiving
      party. Landlord's failure to enforce any provision of this Lease or its
      acceptance of rent shall not be a waiver and shall not prevent Landlord from
      enforcing that provision or any other provision of this Lease in the
      future.





Section
      13.07. **No
      Recordation.** Neither
      party shall record this Lease without prior
      written consent from the other party. However, either Landlord or Tenant may
      require that
      a
      "Short Form" memorandum of this Lease executed by both parties be recorded.
      The
      party requiring
      such recording shall pay all transfer taxes and recording fees.





Section
      13.08. **Binding
      Effect; Choice of Law.** This
      Lease binds and inures to the
      benefit of any party who legally acquires any rights or interest in this Lease
      from Landlord
      or Tenant. However, Landlord shall have no obligation to Tenant's successor
      unless the
      rights or interests of Tenant's successor are properly acquired in accordance
      with the terms
      of
      this Lease. The laws of the state in which the Property is located shall govern this
      Lease.





Section
      13.09. **Corporate** **Authority;
      Partnership Authority.** If
      Landlord or Tenant
      is
      a corporation, each person signing this Lease on behalf of such party represents and
      warrants that he has full authority to do so and that this Lease binds the
      corporation. If
      Landlord or Tenant is a partnership, each person or entity signing this Lease
      for such party
      represents and warrants that he or it is a general partner of the partnership,
      that he or
      it has
      full authority to sign for the partnership and that this Lease binds the partnership
      and all general partners of the partnership.





Section
      13.10. **Execution
      of Lease.** This
      Lease may be executed in counterparts and,
      when
      all counterpart documents are executed, the counterparts shall constitute a
      single binding
      instrument.





Section
      13.11. **Survival.** All
      representations and warranties of Landlord and Tenant
      shall survive the termination of this Lease.





Section
      13.12. **Confidentiality.** The
      parties hereto shall keep this Lease and all
      documents delivered pursuant to this Lease strictly confidential, except as
      necessary for bona
      fide
      lenders, prospective purchasers, or to governmental entities.





Section
      13.13. **Right
      of First Refusal.** Should
      Landlord receive a bonafide offer to
      purchase the Property or any portion of the Shopping Center with commercially
      reasonable terms
      and
      conditions that Landlord is willing to accept at any time during the Lease
      Term, Landlord
      shall so notify Tenant in writing and provide Tenant with a copy of the offer
      or
      an appropriate
      written description of the offer, and if Tenant do desires, Tenant may elect
      to purchase
      the Property or applicable portion of the Shopping Center under the same terms
      and conditions as the offer. If Tenant does not notify Landlord of its election
      to purchase the Property
      or portion of the Shopping Center within ten (10) working days after Tenant's
      receipt of Landlord's notice, then Landlord shall have no further obligation
      to
      sell to Tenant.
      If Landlord does not consummate any such sale, or after the consummation of
      any
      such sale,
      then any subsequent offers shall also me subject to this Section
      13.13.





Section
      13.14. **Consent.** All
      requests for consent or approval required or permitted
      under this Lease shall be made in writing and in reasonable detail and otherwise in
      the
      manner required for notices hereunder. No such requests for consent or approval
      shall be
      unreasonably refused or delayed. Any refusal of any such request for consent
      or
      approval shall
      also be made in writing and otherwise in the manner required for notices
      hereunder and shall
      identify, in reasonable detail, the reasons for such refusal. Without affecting
      the generality
      of this Section 13.14, unless otherwise specifically stated in this Lease,
      if
      any such
      request for consent or approval shall not be refused within ten (10) days after
      the making thereof, then a second request for consent may then be made, and
      if
      such second request
      for consent or approval shall not be refused within ten (10) days after the
      making of such request, then such consent or approval shall be deemed
      granted.





Section
      13.15. **Brokers.** Each of
      the parties represents and warrants to the other
      that it has dealt with no broker, other than as set forth in Section 1.08,
      in connection
      with this Lease, and, insofar as it knows, no other broker or other person
      is
      entitled to any commission or fee in connection with this Lease. Landlord
      represents and warrants to Tenant that Tenant shall have no responsibility
      regarding any agreement made between
      Landlord and any broker and that Tenant shall have no responsibility for the
      payment of
      any
      commission or fee. Each of the parties hereby indemnifies the other against
      any commission
      or fee such indemnifying party may have incurred in connection with this Lease.


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          12




**The
      Gardens Center, Hawaiian Gardens, CA**




Section
      13.16. **Police
      Substation.** Tenant
      is
      aware that a portion of the Shopping
      Center is to be used as a police substation. Tenant understands that such use
      may not
      provide as much commercial traffic to the Shopping Center as a retail or other
      commercial use.
      Providing that such use does not violate other terms of this Lease, Tenant
      hereby consents
      to such use in the Shopping Center.





ADDITIONAL
      PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO. IF ADDITIONAL
      PROVISIONS ARE TO BE INSERTED, PLEASE CHECK BELOW.





(    
      )  Rider
      Attached





IN
      WITNESS WHEREOF, Landlord and Tenant have executed this Lease effective as
      of the
      date
      first written above, and have initialed all Riders which are attached to or incorporated
      by reference in this Lease.





“LANDLORD”:
            Hawaiian
                Gardens Redevelopment Agency,A
                California Governmental EntityBy:
            /s/
                Nelson OlivaNelson
                Oliva, Executive Director“TENANT”:
            99c
                ONLY STORESA
                California CorporationBy:
            /s/
                Dave GoldDave
                Gold, President


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                  ¢ Only Stores® #46
              Initials
                  __________




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          10 of
          12


**The
        Gardens Center, Hawaiian Gardens, CA**




[Missing
      Graphic Image]  pic.jpg


99
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              Initials
                  __________


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          12





**The
      Gardens Center, Hawaiian Gardens, CA**






EXHIBIT
      "B"




Work
      Letter





Details
      of


Tenant's
      Work


and


Landlord's
      Work





[TO
      BE
      INSERTED AS SET FORTH IN LETTER DATED FEBRUARY 8, 1995]


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          12


**The
      Gardens Center, Hawaiian Gardens, CA**




**EXHIBIT
      "B"**


**Work
      Letter**




A. Tenant's
      Work:


Tenant's
      work may include the following:


Installing
      new floor covering.


Adding,
      removing, or altering lighting.


Installing
      cardboard baler.


Installing
      alarm, phone, and PA systems.


Installing
      fixtures, equipment, and inventory.


Demolition
      of interior walls.


Building
      new partition walls.


Interior
      signage.


Modifying
      storefront glass.


Installing
      automatic door(s).


Installing
      window displays.


Modifying,
      removing, adding drop ceiling.


Installing
      drinking fountain and mop sink.


Neon
      lights on front of building.


Interior
      patching.


Interior
      painting.


Any
      other
      work deemed reasonably necessary by Tenant for Tenant's use.




B. Landlord's
      work:




Landlord's
      work shall include the following, which shall be completed prior to
      the
      Delivery Date:




Landlord
      shall deliver the Property to Tenant in broom clean and good
      condition, free of environmental hazards and in compliance with law. The major
      systems shall be provided in good working order and of sufficient capacity
      for
      the building and Tenant's use.
      These systems shall include, but not be limited to, the roof,
      building structure, main electrical (800 Amps), plumbing, HVAC (40 tons), and
      sewer service. The building shall also be provided with 2 handicap bathrooms
      to
      Health Department Codes, The
      floor
      slab shall be substantially smooth and level for Tenant's installation of vinyl
      floor tile. (Tenant shall be responsible
      for removing existing floor coverings if Tenant so desires).




Loading
      facilities shall be created for Tenant's regular deliveries
      via 45 and 48 foot semi-trucks and shall include:




One
      10
      foot by 12 foot commercial grade roll up door at rear of
      building.




Gradually
      sloped ramp/driveway from loading door to street.




Loading
      zone.




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            12




*AU
      ZONE INVESTMENTS #2 LP*


*4000
      East Union Pacific Ave.*


*Commerce,
      CA 90023*


*(213)
      881-9914 (Office) / (213) 980-8160 (Fax)*




April
      15,
      1998




Ms.
      Linda
      Giunta Michaelson, Esq.


TROOP
      MEISINGER STEUBER&
      PASICH, LLP


10940
      Wilshire Boulevard, Sixth Floor


Los
      Angeles, California 90024




VIA
      FAX @
      U.S. MAIL




RE:
            99¢
                Only Stores
                #46


12125
      Carson Street, Hawaiian Gardens, CA


Lease
      Assignment




Dear
      Linda:




Enclosed
      please find the following:




1)
            Grant
                Deed recorded March 21, 1997 whereby The Hawaiian Gardens Redevelopment
                Agency granted theHawaiian
                Gardens shopping center to Au Zone Investments #2,
                L.P.




2)
            Assignment
                of Leases dated March 5, 1997 from Hawaiian Gardens Redevelopment
                Agency
                assigned allleases
                for the shopping center to Au Zone Investments #2,
                L.P.




3)
            Letter
                dated March 21, 1997 from Hawaiian Gardens Redevelopment Agency confirming
                sale andassignment.




We
      have
      searched our files, and the above are the best confirmation of the assignment
      that we have found. I understand
      that this copy of the assignment is not executed by Au Zone Investments #2,
      L.P.
      However, I believe
      that this assignment (or one very similar thereto) was executed by Au Zone
      Investments #2, L.P. The enclosed
      Grant Deed and letter from the seller should hopefully (along with the
      assignment) provide you with all
      the
      needed information.




Please
      contact me with any questions at my direct line (213) 881-9914.




Sincerely,




Au
      Zone
      Investments #2, L.P.




/s/Jeff
      Gold




Jeff
      Gold







[Missing
      Graphic Image] deed.jpg







Exhibit
      "A"




PARCEL
      A:




PARCELS
      2
      TO 6 OF PARCEL MAP NO. 19227, IN THE CITY OF HAWAIIAN GARDENS, AS PER MAP FILED
      IN
      BOOK 225 PAGES 80 TO 82 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER
      OF SAID COUNTY.




EXCEPT
      FROM THAT PORTION WITHIN THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST
      QUARTER OF SECTION 7, TOWNSHIP 4 SOUTH, RANGE 11 WEST, SAN BERNARDINO MERIDIAN,
      ONE-SIXTH (1/6TH) OF ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES
      IN AND UNDER SAID LAND, AS RESERVED IN THE DEED FROM THE BANK OF AMERICA
      NATIONAL TRUST AND SAVINGS ASSOCIATION, RECORDED JANUARY 27, 1938 IN BOOK 15545
      PAGE 202 OFFICIAL RECORDS.




ALSO
      EXCEPT ONE-THIRD OF ALL OIL AND MINERAL RIGHTS AS RESERVED BY ABRAM VAN AALST AND
      ALICE
      M. VAN AALST. IN DEED DATED MARCH 6, 1947 AND RECORDED IN BOOK 24416 PAGE 146
      OFFICIAL RECORDS, IN AND TO THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST
      QUARTER OF SECTION 7, TOWNSHIP 4 SOUTH, RANGE 11 WEST, IN THE RANCHO LOS COYOTES,
      AS PER MAP RECORDED IN BOOK 7425 PAGES 20 AND 21 OF OFFICIAL RECORDS, DESCRIBED
      AS FOLLOWS:




BEGINNING
      AT THE INTERSECTION OF THE NORTHERLY LINE OF CARSON STREET, 100 FEET WIDE AS
      SHOWN
      ON COUNTY SURVEYOR'S MAP NO. B-1259 ON FILE IN THE OFFICE OF THE COUNTY SURVEYOR
      OF SAID COUNTY, WITH THE WESTERLY LINE OF TRACT 5206, AS PER MAP RECORDED IN
      BOOK
      100 PAGE 27 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE
      ALONG SAID NORTHERLY LINE OF CARSON STREET, SOUTH 89° 54' 37"
      WEST
      88.00 FEET TO
      THE
      TRUE POINT OF BEGINNING; THENCE NORTH 00° 15' 20" WEST 170.00 FEET; THENCE SOUTH
      89°
54' 37" WEST 64.00 FEET; THENCE SOUTH 00" 15' 20" EAST 170.00 FEET TO SAID NORTHERLY
      LINE OF CARSON STREET; THENCE NORTH 89 54' 37" EAST 64.00 FEET TO THE TRUE POINT
      OF
      BEGINNING.




PARCEL
      B:




NON-EXCLUSIVE
      EASEMENTS FOR (I) ACCESS, INGRESS AND EGRESS, BY PEDESTRIAN AND VEHICULAR
      TRAFFIC, TO, FROM AND BETWEEN PARCEL A AND ANY PUBLIC OR PRIVATE THOROUGHFARES
      ADJACENT TO PARCEL B, OVER AND UPON THE PARKING AREAS, SIDEWALKS, WALKWAYS
      AND ROADWAYS, INCLUDING ALL INTERIOR CIRCULATION ROADWAYS, IF ANY, CONSTITUTING
      PARCEL B AND (II) TO PARK AUTOMOBILE AND OTHER VEHICLES IN AND ON ALL SPACE
      LOCATED ON PARCEL B DESIGNATED TO ACCOMMODATE THE PARKING OF AUTOMOBILES AND
      OTHER
      VEHICLES SET FORTH AND DEFINED IN A DOCUMENT ENTITLED 'RECIPROCAL EASEMENT
      AGREEMENT AND COVENANTS,' RECORDED ON JANUARY 22, 1988 AS INSTRUMENT NO.
      88-91994, OVER THOSE PORTIONS OF LAND THEREIN DESCRIBED AND AS AMENDED BY "AMENDMENT
      NO. 1 TO RECIPROCAL EASEMENT AGREEMENT AND COVENANTS, RECORDED ON MAY
      16,
      1988 AS INSTRUMENT NO. 88-780511, AND AS AMENDED BY 'AMENDMENT NO. 2 TO
      RECIPROCAL EASEMENT AGREEMENT AND COVENANTS' RECORDED ON JANUARY 24, 1989 AS INSTRUMENT
      NO. 89-120197.




97
      435339





ASSIGNMENT
      OF LEASES




THIS ASSIGNMENT
      OF LEASES ("Assignment") is made as of March
      5,
      1997, by and between The Hawaiian Gardens Redevelopment Agency
      ("Assignor")/ and Au Zone Investments #2, L.P., a California limited
      partnership ("Assignee").




R 
      E  C  I  T  A 
L  S :




A. Concurrently
      with the delivery of this Assignment, Assignor
      has conveyed to Assignee and Assignee has acquired from Assignor
      a fee simple estate in and to certain real property located
      in Orange, California, more particularly described in Exhibit
      "A" attached
      hereto (the "Real Property") pursuant to that certain
      Purchase and Sale Agreement and Escrow Instructions dated January 2, 1997
      (the
      "Purchase Agreement").




B.  Pursuant
      to the Purchase Agreement, Assignor is to assign to
      Assignee and Assignee is to assume certain rights and obligations
      under those certain leases affecting the Property as amended
      or modified (collectively, the "Leases"), which Leases are more particularly
      described in Exhibit
      "B" attached
      hereto and incorporated
      herein by this reference.




NOW,
      THEREFORE, Assignor and Assignee
      agree as follows:




ARTICLE I




ASSIGNMENT
      OF LEASES




1.1  Assignment. Assignor
      hereby assigns to Assignee all of Assignor's
      right, title and interest in and to all Leases affecting the
      Property as of the Effective Date (hereafter defined).




1.2  Assumption. Assignee
      hereby accepts the foregoing assignment,
      assumes the Leases for the benefit of Assignor and the lessees
      thereunder, and agrees to timely keep, perform and discharge
      all of the obligations of the lessor under the Leases that
      accrue from and after the Effective Date hereof.




1.3  Indemnification. Assignee
      shall indemnify and defend Assignor
      against and hold Assignor harmless from all claims arising out
      of
      any failure of Assignee to so keep, perform and discharge all
      of
      the obligations of the lessor under the Leases that accrue from
      and
      after the Effective Date. Assignor shall indemnify and defend
      Assignee against and hold Assignee harmless from all claims arising
      out of any failure of Assignor to so keep, perform and discharge
      all of the obligations of the lessor under the Leases that
      accrue prior to the Effective Date.




Page
          1 of 2




1.4  Effective
      Date. The "Effective Dace" of this Assignment shall
      be
      the date that Assignee acquires the Real Property.




1.5  Consistency
      with Purchase Agreement. Nothing
      in this Assignment
      shall be construed to modify or limit any provisions of the
      Purchase Agreement and in the event of any inconsistency between
      this Assignment and the Purchase Agreement, the Purchase Agreement
      shall control.




ARTICLE
      II




MISCELLANEOUS




2.1  Attorneys'
      Fees. In the
      event of any litigation arising out
      of
      the subject matter of this Assignment, the prevailing party shall
      be
      entitled to reasonable attorneys' fees and costs.




2.2  Inurement. This
      Assignment shall inure to the benefit of Assignor
      and Assignee, and their respective heirs, assigns and successors
      in interest.




2.3  Governing
      .Law. This
      Assignment shall be governed by and construed
      in accordance with the laws of the State of California.




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







The
                Hawaiian Gardens RedevelopmentAgencyBy:
            /s/
              Lupe CabreraLupe
                CabreraChairman
                of Redevelopment Agency“Assignor”Au
                Zone Investments #2, L.P.,a
                California limited partnershipBy:Its:


Page
          2 of 2





GARDENS
                CENTER
                RENT ROLLTENANT
                NAME/ADDRESS
            
            UNIT
            
            SQ.
                FT.
            
            TERM.
                DATE
            
            RENT/
                CAM
            
            ARREARS
            
            REMAININGOPTIONS
            
            DEPOSIT
            
            ANNUAL
                RENTHawaiian
                Gardens PC
            
            1-2
            
            2,200
            
            Annual
            
            $1.00
                YR/$0
            
            -
                0
                -
            
            
            
            -
                0
                -
            
            $
                112101
                Carson Street
            
            3
            
            1,010KAY'S
                BEAUTY SALON12107
                Carson Street
            
            4
            
            696
            
            12/5/99
            
            $1,100/$0
            
            -
                0
                -
            
            
            
            $2,288
            
            $
                13,200Rental
                Commencement -ExpectedDate
                - May30,
                1997
            
            
            
            
            
            $3,700NEW
                LAUNDROMAT
            
            5
            
            1,120
            
            
            
            CAM
                $840.00/mo(estimated)
            
            (1)
                5 YR
            
            1st
                yr
            
            $
                30,7506
            
            1,12012111,
                13, 15
            
            7
            
            1,l20
            
            2007
            
            
            
            
            
            
            
            2nd
                yr
            
            $
                42,222Carson
                StreetPending
                execution
                - Months
                1 thru 9 = $2,278/nc
                - Months 10thru
                12 = $3,416/moTROPICAL
                FISH12117,
                19 Carson Street
            
            8-9
            
            2,240
            
            12/31/99
            
            $2,130
            
            
            
            (1)
                5 YR
            
            $2,376
            
            $25,200DR.
                LEE'S CLINIC12121
                Carson Street
            
            10
            
            1,120
            
            9/30/98
            
            $1,411/$304
            
            -
                0
                -
            
            
            
            $1,344
            
            $
                16,932Thru
                March 199799
                CENT ONLY STORE
            
            11
            
            3,620
            
            N/A
            
            $9,000/$0
            
            -
                0
                -
            
            (1)
                5 YR
            
            $
                0
            
            $108,00012123,
                25 Carson Street
            
            12
            
            11,673
            
            N/A
            
            same
              Thru
                March 1997HKT
                PHARMACY CORP.12127
                Carson Street
            
            
            
            1,120
            
            1/31/98
            
            $1,120/$280
            
            -
                0
                -
            
            (1)
                2 YR
            
            $1,300
            
            $13,440PROJECTEDOPENING-
                APRIL 97KOREAN
                RESTAURANT12129
                Carson Street
            
            *
                14
            
            1,400
            
            02/14/2002
            
            $l,540/$210
            
            -
                0
                -
            
            
            
            $1,750
            
            $
                18,480Prorated
                RentMarch '97VACANT
                AND AVAILABLE12133
                Carson Street
            
            15
            
            2,100VACANT
                AND AVAILABLE12135
                Carson Street
            
            16
            
            1,400







GARDENS
                  CENTER RENT ROLLTENANT
                  NAME/ADDRESS
              
              UNIT
              
              SQ.
                  FT.
              
              TERM.
                  DATE
              
              RENT/CAM
              
              ARREARS
              
              REMAININGOPTIONS
              
              DEPOSIT
              
              ANNUAL
                  RENTDR.
                  KIM DENTAL CLINIC 12137 Carson Street
              
              17
              
              1,120
              
              5/15/98
              
              $896/$224
              
              -
                  0
                  -
              
              (1)
                  10YR
              
              $1,120
              
              $
                  10,752VACANT
                  AND AVAILABLE12139
                  Carson Street
              
              18
              
              1,040
              
              
              
              $1040/$260
              (EST.$.25/S.F./MO)KRAGEN'S
                  - UNDERNEGOTIATICNBLOCKBUSTER
                  VIDEO *12141
                  Carson Street
              
              19
              
              6,733
              
              11/14/98
              
              $11,488/$1,075
              
              -
                  0
                  -
              
              
              
              $
                  0
              
              $137,856KRAGEN’S
                  - UNDER NEGOTATIONBANK
                  OF AMERICAIE
                  155 Carson Street
              
              20
              
              5,005
              
              
              
              $-0-/$699
              
              -
                  0
                  -
              
              
              
              $
                  0
              
              $Thru
                  March 1997EMILIOS
                  BEVERAGE12157
                  Carson Street
              
              21
              
              5,624
              
              5/1/98
              
              $5,624/$-0-
              
              -
                  0
                  -
              
              (6)
                  5 YR
              
              $ 0
              
              $
                  67,488Thru
                  March 1997KENTUCKY
                  FRIED CHICKEN12161
                  Carson Street
              
              22
              
              3,100
              
              11/1/2008
              
              $3,000/$762
              
              -
                  0
                  -
              
              (3)
                  5 YR
              
              $6,000
              
              $
                  36,000Thru
                  March 1997TSR
                  PAGING12177
                  Carson Street
              
              23
              
              900
              
              3/5/99
              
              $
                  900/$225
              
              - 0
                  -
              
              (1)
                  3 YR
              
              $900
              
              $
                  10,800Thru
                  March 1597TAX
                  CONSULTANT12175
                  Carson Street
              
              24
              
              788
              
              1/28/99
              
              $788/$197
              
              $2,570
              
              
              
              $788
              
              $
                  9,456ALOHA
                  SHOE REPAIR12173
                  Carson Street
              
              25
              
              499
              
              3/31/99
              
              $573.85/$124.75
              
              $1,498.75
              
              
              
              $873.25
              
              $
                  6,885LITTLE
                  CEASARS PIZZA12171
                  Carson Street
              
              26
              
              2,200
              
              1/31/99
              
              $1,560/$324
              
              -
                  0
                  -
              
              (1)
                  5yr
              
              $ 0
              
              $
                  18,720Thru
                  March 1997




*
      New
      Business , prorat J
      Lease
      in Negotiationed month


#
      Lease in Negotiation







[Missing
      Graphic Image] city.jpg




March
      21,
      1997




99
      Cent
      Only Store


12123
      E.
      Carson


Hawaiian
      Gardens, CA 90716




**RE:**
            **NEW
                OWNERSHIP FOR THE GARDEN
                CENTER**


**RELATIVE
      TO 12101 - 12179 E. CARSON STREET** **HAWAIIAN
      GARDENS, CALIFORNIA**




99
      Cent
      Only Store:




As
      you
      know, the Hawaiian Gardens Community Redevelopment Agency
      has been in Escrow with the Gardens Shopping Center and
      this
      letter is to inform you the sale has been completed
      as of today. Therefore, beginning immediately, please
      forward all leasehold correspondence and your rental
      payments to:




AU
      ZONE
      INVESTMENTS #2, L.P.


C/0
      LEE
& ASSOCIATES


500
      CITADEL DR., SUITE 140


COMMERCE,
      CALIFORNIA 90040


ATTN:
      PRYCILLA




Representatives
      from AU Zone Investments #2, L.P. will be in
      contact with you soon to introduce themselves personally.
      We are sure they are looking forward to a positive relationship; and we
      appreciate your patience during
      this transition.




Sincerely,




/s/
      Leonard Chaidez


Executive
      Director




LC:nl





*AU
      ZONE INVESTMENTS #2 LP*


*4000
      East Union Pacific Avenue*


*Commerce,
      CA 90025*


*(213)831-9914
      (Office)*


*(213)980-8160* ***(Fax)***





**FAX
      TRANSMITTAL SHEET**





Date:
            4-15-98
            
            TO:
            /s/
                Linda G. MichaeleonCOMPANY:
            Troop
                Meisinger, ...
            
            FAX
                NUMBER:
            (310)
                443-8602FROM:
            /s/
                Jeff Gold
            
            PHONE:
            (310)
                443-7602NUMBER
                OF PAGES
            8
            (excluding
              this sheet)





X
            ORIGINAL
                TO FOLLOW BY MAILORIGINAL
                WILL NOT FOLLOW





This
      message is intended only for the use of the individual or entity to which it
      is
      addressed and may contain information
      that is privileged, confidential and exempt from disclosure under applicable
      law. If the reader of this message
      is not the intended recipient or the employee or agent responsible for
      delivering the message to the intended recipient,
      you are hereby notified that any dissemination, distribution or copying of
      this
      communication is strictly prohibited.
      If you have received this communication in error, please notify us immediately
      by telephone, and return the
      original message to us at the above address via the US Postal Service. Thank
      you!




COMMENTS:







SHOULD
      YOU HAVE ANY QUESTIONS OR IF YOU DON'T RECEIVE ALL PAGES, PLEASE CONTACT
      BY PHONE **LORI PASCH** @ **(213) 881-9913** OR
**JEFF GOLD** @ **(213) 881-9914** OR
      BY
**FAX**@ **(213) 980-8160**. THANK
      YOU!!!!!!










Missing
                  Graphic  logo.jpg
              99¢ONLYSTORESREAL
                  ESTATEDEPARTMENT4000UnionPacific
                  AvenueCityofCommerce,CA90023Phone(323)960-8145Fax(323)881-9980www.99only.com







June 16,
      2006





Newmark
      Merrill Companies


18801 Ventura
      Blvd., Suite 300


Tarzana,
      C A 91356


Attn:
      Property 608M




RE:
              99¢Only
                  Stores #46
 12125 Carson
        Boulevard, Hawaiian Gardens, CA
 Option
        Exercise
  VIA:
              Certified,
                  Return Receipt RequestedU.S.Mail






Dear
      Landlord:




In
        accordance with the terms of the **** Standard
        Multi-Tenant Form Lease dated February 8,
        1995 (the
        "Lease") :


1)
              The
                  Tenant,99¢Only
                  Stores, elects to exercise its second option to extend the LeaseTermbyfive
                  years, as set forth in Section2.02of
                  the Lease. This "Second Extended Term" shall end on January31,2012,andmaybe
                  further extended, as set forth in Section2.02.
 
 *2)*
              The
                  Landlord, Au Zone Investments#2
                  ,L.P.,hereby
                  acknowledges that the above referenced option has been validly
                  exercised
                  and the Lease Terms thereby extended by5years.
 
 *3)*
              The
                  monthly Base Rent as set forth in Section1.09(a)
                  shall increase as set forth in Section3.03.
 
 4)
              Exceptasset
                  forth above, the Lease shall remain unmodified andinfullforce****and
                  effect.





Please
        acknowledge your agreement to the above
        by
        signing in the space provided below. *99* Thanks
        you for your cooperation. We look forward **** to continuing
        our good relationship with you for many years
        to
        come.






Sincerely,
              Read
                  andAgreedBy:/s/
                Steve HorowitzSteve
                  HorowitzVicePresident
                  Property Development99¢
                  Only
                  StoresIts




"Whatthenewcomersarejustlearning,99¢ONLY
      STORES®hasbeenperfectingforover20
      years!"