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                                                                    EXHIBIT 10.5

STANDARD WAREHOUSE LEASE AGREEMENT.            Approximately 102,297 square feet
Atlanta Industrial/2000                        1851 West Oak Parkway
                                               Marietta, Georgia 30062

                                LEASE AGREEMENT

     THIS LEASE AGREEMENT, is made and entered into as of March 31, 2000 by and
                                                                --
between 3 Plus Limited Partnership hereinafter referred to as "Landlord", and
HomeGrocer.com, Inc. hereinafter referred to as "Tenant";

                                  WITNESSETH:

1.  PREMISES AND TERM. In consideration of the obligation of Tenant to pay rent
as herein provided, and in consideration of the other terms, provisions and
covenants hereof, Landlord hereby demises and leases to Tenant, and Tenant
hereby accepts and leases from Landlord certain premises consisting of a
building containing approximately 102,297 square feet at 1851 West Oak Parkway,
County of Cobb, State of Georgia, (the "Building") together with all site
improvements upon the real property legally described on Exhibit "A" and
depicted on the site plan attached hereto as Exhibit "A-1" (collectively the
"Premises").

     TO HAVE AND TO HOLD the same for a term commencing on the "Commencement
Date", as hereinafter defined, and ending One Hundred Twenty Two (122) months
thereafter; provided however, that in the event the Commencement Date is a date
other than the first day of a calendar month, said term shall extend for said
number of months in addition to the remainder of the calendar month following
the Commencement Date. (See also Additional Provisions, Sections 2, 3, and 4)

     The Commencement Date shall be the date upon which the Landlord's Work
shall have been substantially completed provided however, that if Landlord shall
be delayed in such Substantial Completion as a result of: (i) Tenant's failure
to agree to plans, specifications, and cost estimates, within a reasonable
period of time; (ii) Tenant's request for materials, finishes or installations
not available in same time period or which require more time to complete than
Landlord's standard; (iii) Tenant's changes in plans; or (iv) the performance or
completion of work by a party employed by Tenant, the Commencement Date and the
payment of rent hereunder shall be accelerated by the number of days of such
delay, and provided further that if Landlord can not substantially complete the
Premises as a result of any of events (i) through (iv) above, Landlord may at
its election complete so much of Landlord's Work as may be practical under the
circumstances and, by written notice to Tenant, establish the Commencement Date
as the date of such partial completion, subject to any applicable accelerations
due to delays resulting from events (i) through (iv) above. Notwithstanding the
preceding Landlord's election, Landlord agrees to pursue the completion of
Landlord's Work in an expeditious manner. Taking of possession by Tenant shall
be deemed conclusively to establish that said buildings and other improvements
have been completed in accordance with the plans and specifications and that the
Premises are in good and satisfactory condition (latent defects, Warranty Work
and punch list items excepted), as of when possession was so taken. Tenant
acknowledges that no representations as to the repair of the Premises have been
made by Landlord, unless such are expressly set forth in this lease. After such
Commencement Date Tenant shall, upon demand, execute and deliver to Landlord a
letter of acceptance of delivery of the Premises. In the event of any dispute as
to Substantial Completion of work performed or required to be performed by
Landlord, the certificate of Landlord's architect impartially given shall be
conclusive. (See Also Additional Provisions, Section 15 and 19). Landlord
covenants to repair or replace, at Landlord's expense and as "Warranty Work,"
any defective item of Landlord's Work of which Tenant notifies Landlord within
one year after the Commencement Date and that requires repair or replacement
(other than normal wear and tear) as a result of (i) any failure to construct
the Building in material compliance with Exhibit "B-1"; (ii) any failure to
construct the leasehold improvements in material compliance with the Basic
Outline Specifications in Exhibit "B-1" or improvements made per Exhibit "B-2";
or (iii) any defective materials or workmanship. Within 10 days after the
expiration of the above-described one-year warranty period, Landlord will assign
to Tenant any manufacturers' or subcontractors' warranties or guaranties that
are still then in effect with respect to the Building or the leasehold
improvements, except for any such warranties or guaranties relating to any
portions of the Premises which Landlord is required under this Lease to maintain
and repair at Landlord's expense.

     2.  BASE RENT AND SECURITY DEPOSIT.
     A. Tenant agrees to pay to Landlord rent for the Premises, in advance
without demand, deduction or set off (except as expressly stated in Paragraph 24
of this Lease Agreement and Additional Provision, Section 21), from sixty days
after the Commencement Date and for the entire remaining term hereof, at the
rate of Forty Thousand Six Hundred Ninety-Two Dollars and 00/100 ($40,692.00)
per month. One such monthly installment shall be due and payable on the date
hereof and a like monthly installment shall be due and payable on or before the
first day of each calendar month succeeding the Commencement Date recited above
during the hereby demised term, except that the rental payment for any
fractional calendar month at the commencement or end of the lease period shall
be prorated.

     On each and every January 1/st/ following the Commencement Date during the
term of the lease or extension thereof Tenant agrees to pay an additional
monthly rental for each month during that year an amount equal to Two and One-
Half percent (2.5%) of the previous years December monthly rental.

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     B. In addition, Tenant agrees to deposit with Landlord on the date hereof
the Forty Thousand Six Hundred Ninety-Two Dollars and 00/100 ($40,692.00)
Dollars, which sum shall be held by Landlord, without obligation for interest,
as security for the performance of Tenant's covenants and obligations under this
lease, it being expressly understood and agreed that such deposit is not an
advance rental deposit or a measure of Landlord's damages in case of Tenant's
default. Upon the occurrence of any event of default by Tenant, Landlord may,
from time to time, without prejudice to any other remedy provided herein or
provided by law, use such fund to the extent necessary to make good any arrears
of rent or other payments due Landlord hereunder, and any other damage, injury,
expense or liability caused by such event of monetary default; and Tenant shall
pay to Landlord on demand the amount so applied in order to restore the security
deposit to its original amount. Although the security deposit shall be deemed
the property of Landlord, any remaining balance of such deposit shall be
returned by Landlord to Tenant within 60 days of the termination of this lease,
provided that all of Tenant's obligation under this lease have been fulfilled.

     3. USE.
     A. The demised Premises shall be used only for the purpose of general
office, receiving, storing, shipping and selling (other than retail) products,
materials, merchandise and alcoholic beverages made and/or distributed by Tenant
and for such other lawful purposes as may be incidental thereto, and subject to
the park covenants of record in effect as of the commencement of this Lease.
Outside storage, including without limitation, trucks (other than Tenant's "UPS"
size delivery trucks) and other vehicles, is prohibited without Landlord's prior
written consent. Tenant shall at its own cost and expense obtain any and all
licenses and permits necessary for any such use. Tenant shall comply with all
governmental laws, ordinances and regulations applicable to the use of the
Premises. and shall promptly comply with all governmental orders and directives
for the correction, prevention and abatement of nuisances in or upon, or
connected with. the Premises, all at Tenant's sole expense. Tenant shall not
permit any objectionable or unpleasant odors, smoke, dust, gas, noise or
vibrations to emanate from the Premises, not take any other action which would
constitute a unreasonable nuisance or would disturb or endanger any other
tenants of the building in which their Premises are situated or unreasonably
interfere with their use of their respective Premises. Without Landlord's prior
written consent, Tenant shall not receive, store or otherwise handle any
product, material or merchandise (other than products, in normal quantities,
used by Tenant for ordinary cleaning and janitorial supplies, products used for
office purposes, and typical grocery or drug merchandise) which is explosive or
highly flammable. Tenant will not permit the Premises to be used for any purpose
or in any manner (including without limitation any method of storage) which
would render the insurance thereon void or the insurance risk more hazardous or
cause the State Board of Insurance or other insurance authority to disallow any
sprinkler credits, without assuming additional costs related thereto. (See also
Additional Provisions, Section 13)

     B. Tenant agrees that the point pressure resulting from Tenant's racking
system, inventory, forklifts and equipment pertaining to Tenant's use of the
Premises shall not exceed allowable design floor loading for floor slabs on
grade. Tenant shall hold harmless Landlord from any loss, liability, and
expenses arising out of such damage or repair caused by Tenant's negligence or
failure to comply with this paragraph.

     4. TAXES.
     A. Landlord agrees to pay before they become delinquent all taxes,
assessments and governmental charges of any kind and nature whatsoever
(hereinafter collectively referred to as "taxes") lawfully levied or assessed
against the Premises: provided however, that Tenant shall pay to Landlord as
additional rental, upon demand, the amount of such taxes. In the event any such
amount is not paid within twenty (20) days after the date of Landlord's invoice,
and applicable cure period, to Tenant, the unpaid amount shall bear interest at
the rate of eighteen percent (18%) per annum from the date of such receipt until
payment by Tenant. Landlord reserves the right to require Tenant during each
month of the lease term to pay an escrow deposit to Landlord equal to one-
twelfth of the taxes. If the Tenant's total tax escrow payments are less than
actual taxes, Tenant shall pay to Landlord upon demand the tax payment shortage;
if the total tax escrow payments of Tenant are more than actual taxes, Landlord
shall retain such excess and credit it to Tenant's next accruing tax escrow
payment. For the calendar year in which the Lease commences taxes are estimated
to be $0.35 per square foot.

     B. If at any time during the term of this lease, the present method of
taxation shall be changed so that, in lieu of the whole or any part of any
taxes, assessments or governmental charges levied, assessed or imposed on real
estate and the improvements thereon, there shall be levied, assessed or imposed
on Landlord a capital levy or other tax directly on the rents received therefrom
and/or a franchise tax, assessment, levy or charge measured by or based, in
whole or in part, upon such rents for the present or any future building or
buildings on the Premises, then all such taxes, assessments, levies or charges,
or the part thereof so measured or based, shall be deemed to be included within
the term "taxes" for the purposes hereof.

     C. The Landlord shall have the reasonable right to employ a tax consulting
firm to attempt to assure a fair tax burden on the building and grounds within
the applicable taxing jurisdiction. Tenant shall pay to Landlord upon demand
from time to time, as additional rent, the reasonable cost of such service.

     D. Any payment to be made pursuant to this paragraph 4 with respect to the
real estate tax year in which this lease commences or terminates shall be
prorated.

     5. LANDLORD'S REPAIRS AND OBLIGATIONS. Landlord shall at its expense
maintain only the roof, foundation and the structural soundness of the exterior
walls and structural steel of the Building in good repair, reasonable wear and
tear excepted. Landlord shall at its expense keep and maintain such structural
elements (the roof, foundation and exterior walls) in a condition that complies
with

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applicable laws. Tenant shall repair and pay for any damage caused by the
negligence of Tenant, or Tenant's employees, agents or invitees, or caused by
Tenant's default hereunder. The term "walls" as used herein shall not include
windows, glass or plate glass, doors, store fronts or office entries. Tenant
shall immediately give Landlord written notice of defect or need for repairs,
after which Landlord shall have reasonable opportunity to repair same or cure
such defect. Landlord's liability with respect to any defects, repairs or
maintenance for which Landlord is responsible under any of the provisions of
this lease shall be limited to the cost of such repairs or maintenance or the
curing of such defect. Landlord shall not be in default unless Landlord fails to
perform any obligation (monetary or non-monetary) required of Landlord as set
forth in this Lease within a reasonable time depending on the nature thereof,
but not later than thirty (30) days after Landlord's receipt of written notice
from Tenant specifying wherein Landlord has failed to perform such obligation;
provided, however, that if the nature of Landlord's obligation is such that more
than thirty (30) days are required for its cure then Landlord shall have such
longer period as may be reasonably required if Landlord promptly takes
corrective action and proceeds with due diligence to cure the same. (See Also
Additional Provision, Section 21)

     6. TENANT'S REPAIRS AND OBLIGATIONS.
     A. Tenant shall at its own cost and expense keep and maintain all parts of
the Premises (except those for which Landlord is expressly responsible under the
terms of this lease) in good condition, reasonable wear and tear excepted,
promptly making all repairs, repainting, and replacements, including but not
limited to, windows, glass and plate glass, doors, any office entries, interior
walls and finish work, floors and floor covering, downspouts, gutters, heating
and air conditioning systems, dock boards, truck doors, dock bumpers, paving,
plumbing work and fixtures, termites and pest extermination, regular removal of
trash and debris, grounds maintenance, sewage line plumbing, exterior lighting
(if applicable), dumpster removal and other obligations of the building,
including but not limited to keeping the parking areas, driveways, alleys and
the whole of the Premises in a clean and sanitary condition. Tenant shall not be
obligated to repair any damage caused by fire, tornado or other casualty covered
by the insurance to be maintained by Landlord pursuant to subparagraph 12A
below, except that Tenant shall be obligated to repair all wind damage to glass
except with respect to tornado or hurricane damage.

     B. Intentionally Omitted

     C. Tenant and its employees, customers and licensees shall have the
exclusive right to use the parking areas as shown on Exhibit "A-1". Landlord
shall not be responsible for enforcing Tenant's exclusive parking rights against
any third parties; provided however, that Landlord will reasonably assist Tenant
in enforcing Tenant's parking rights.

     D. If Tenant fails to perform its obligations under this Lease beyond any
applicable notice and cure period, Landlord reserves the right to perform and
provide all or any part of Tenant's repairs and obligations under subparagraph
6A above, and Tenant shall, in lieu of the obligations set forth under
subparagraph 6A above with respect to such items, pay monthly as additional rent
due under subparagraph 2A the reasonable cost and expense, including reasonable
overhead, for those items. If, for any calendar year during which this Lease is
in effect, Tenant's total monthly payments made pursuant to this subparagraph
are less than actual cost of such repairs and obligations, Tenant shall pay to
Landlord the payment shortage. If the total monthly payments are more than
actual cost of such repairs and obligations, Landlord shall retain such excess
and credit it to Tenant's next accruing monthly payment for such repairs and
obligations.

     E. Intentionally omitted.

     F. Tenant shall, at its own cost and expense, enter into a regularly
scheduled preventive maintenance/service contract with a maintenance contractor
(or shall have on staff a qualified engineer) for servicing all hot water,
heating and air conditioning systems and equipment within the Premises. The
maintenance contractor and the contract (or staff engineer) must be approved by
Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed. The service contract (or Tenant's engineer's service protocol) must
meet industry standards for maintenance of such equipment and must become
effective (and a copy thereof delivered to the Landlord) within thirty (30) days
of the date Tenant takes possession of the Premises.

     G. See Additional Provisions, Section 17

     7. ALTERATIONS. Tenant shall not make any alterations, additions or
improvements to the Premises (including but not limited to roof and wall
penetrations) without the prior written consent of Landlord, not to be
unreasonably withheld, conditioned or delayed. In the event Landlord consents to
the making of any such alterations, additions or improvements by Tenant, the
same shall be made by Tenant, at Tenant's sole cost and expense, in accordance
with all applicable laws, ordinances and regulations, and all reasonable
requirements of Landlord's and Tenant's insurance policies and only in
accordance with plans and specifications approved by Landlord, such consent not
to be unreasonably withheld, conditioned or delayed. Tenant may, without the
consent of Landlord, but at its own cost and expense and in a good workmanlike
manner erect such shelves, bins, machinery and trade fixtures as it may deem
advisable, without altering the basic character of the building or improvements
and without overloading or damaging such building or improvements, and in each
case complying with all applicable governmental laws, ordinances, regulations
and other requirements. All alterations, additions, improvements and partitions
erected by Tenant shall be and remain the property of Tenant during the term of
this lease and Tenant shall, unless Landlord otherwise elects as hereinafter
provided, remove all alterations, additions, improvements and partitions erected
by Tenant and restore the Premises to their original condition by the date of
termination of this lease or upon earlier vacating of the Premises, reasonable
wear and tear excepted; provided, however, that if Landlord so elects in writing
prior to termination of this lease or upon earlier vacating of the Premises,
such alterations, additions, improvements and partitions (but not Tenant's trade
fixtures) shall become the property of Landlord as of the date of termination of
this lease or upon earlier vacating of the Premises and shall be delivered up to
the Landlord with the Premises

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Notwithstanding the foregoing sentence, all shelves, bins, machinery and trade
fixtures installed by Tenant may be removed by Tenant prior to the termination
of this lease if Tenant so elects, and shall be removed by the date of
termination of this lease or upon earlier vacating of the Premises if required
by Landlord. Upon any such removal Tenant shall restore the Premises to their
original condition, normal wear and tear excepted. All such removals and
restoration shall be accomplished in a good workmanlike manner so as not to
damage the primary structure or structural qualities of the building and other
improvements situated on the Premises. (See Additional Provisions, Section 8)

     8. SIGNS. Tenant agrees to conform to Landlord's signage program for the
building; however, all costs and expenses for the sign, sign installation,
removal and repair shall be paid by Tenant, provided Tenant may use a portion of
its Allowance, as hereinafter defined, for such work. Tenant shall have the
right to install standard signs upon the Premises only where first approved in
writing by Landlord and subject to any applicable governmental laws, ordinances,
regulations and other requirements. Tenant shall remove all signs prior to the
termination of this lease. Such installations and removals shall be made in such
a manner as to avoid injury or defacement of the building and other
improvements, and Tenant shall repair any injury of defacement, including
without limitation, caused by installation and/or removal.

     9. INSPECTION AND RIGHT OF ENTRY. Landlord and Landlord's agents and
representatives shall have the right to enter the Premises at any time in the
event of an emergency and to enter and inspect the Premises at any reasonable
time during business hours after 48 hours written notice to the manager of the
Premises, for the purpose of ascertaining the condition of the Premises or in
order to make such repairs as may be required or permitted to be made by
Landlord under the terms of this lease. During the period that is six (6) months
prior to the end of the term hereof, Landlord and Landlord's agents and
representatives shall have the right to enter the Premises at any reasonable
time during business hours for the purpose of showing the Premises and shall
have the right to erect on the Premises a suitable sign indicating the Premises
are available. Tenant shall give written notice to Landlord at least thirty (30)
days prior to vacating the Premises and shall arrange to meet with Landlord for
a joint inspection of the Premises prior to vacating. In the event of Tenant's
failure to give such notice or arrange such joint inspection, Landlord's
inspection at or after Tenant's vacating the Premises shall be conclusively
deemed correct for purposes of determining Tenant's responsibility for repairs
and restoration; provided that Landlord has attempted to arrange a joint
inspection and Tenant has failed to respond to Landlord's written request within
five days.

     10. UTILITIES. Landlord agrees to provide at its cost water, electricity
and gas (when applicable) service connections at the Building's exterior in
accordance with the specifications, if any, attached hereto or provided by
Tenant pursuant to the provisions of Exhibit "B-1"; but Tenant shall pay for all
water, gas, heat, light, power, telephone, sewer, sprinkler charges and other
utilities and services used on or from the Premises, together with any taxes,
penalties, surcharges or the like pertaining thereto, and any maintenance
charges for utilities, and shall furnish all electric light bulbs and tubes.
Landlord shall in no event be liable for any interruption or failure of utility
services on the Premises not caused by Landlord, its agents or contractors.
Tenant has the right to negotiate and select provider of utilities among those
providers servicing the Premises.

     11. ASSIGNMENT AND SUBLETTING.
     A. Tenant shall not sell, assign, encumber or otherwise transfer by
operation of law or otherwise, this lease or any interest herein, sublet the
Premises or any portion thereof, or suffer any other person to occupy or use the
Premises or any portion thereof, without the prior written consent of Landlord
as provided herein, not to be unreasonably withheld, conditioned or delayed, nor
shall Tenant permit any lien to be placed on the Tenant's interest by operation
of law. Tenant shall, by written notice, advise Landlord of its desire from and
after a stated date (which shall not be less than thirty (30) days ) to sublet
the Premises or any portion thereof for any part of the term thereof and if such
sublet is for the entire Premises Landlord shall have the right, to be exercised
by giving written notice to Tenant within ten (10) days after receipt of
Tenant's notice, to terminate this lease as of the date stated in Tenant's
notice. Said notice by Tenant shall state the name and address of the proposed
subtenant, and Tenant shall deliver to Landlord a true and complete copy of the
proposed sublease with said notice. If said notice shall specify all of the
Premises and Landlord shall give said termination notice with respect thereto,
this lease shall terminate on the date stated in Tenant's notice

     B. Any subletting hereunder by Tenant shall not result in Tenant being
released or discharged from any liability under this lease. As a condition to
Landlord's prior written consent as provided for in subparagraph 11A above, the
subtenant or subtenants shall agree in writing to comply with and be bound by
all of the terms, covenants, conditions, provisions and agreements of this Lease
during the terms of such sublease, and Tenant shall deliver to Landlord promptly
after execution, an executed copy of each sublease and an agreement of said
compliance by each sublessee.

     C. Landlord's consent to any sale, assignment, encumbrance, subletting,
occupation, lien or other transfer shall not release Tenant from any of Tenant's
obligations hereunder or be deemed to be a consent to any subsequent occurrence.
Any sale, assignment, encumbrance, subletting, occupation, lien or other
transfer of this lease which does not comply with the provisions of this
paragraph 11 or Section 9 of the Additional Provisions shall be null and void.
(See also Additional Provisions, Section 9)

     12. FIRE AND CASUALTY DAMAGE.
     A. Landlord agrees to maintain insurance covering the building of which the
Premises are a part in an amount not less than the full replacement cost
thereof, insuring against the perils of Fire, Lightning, Extended Coverage,
Vandalism and Malicious Mischief, extended by Special Extended Coverage
Endorsement to insure against all other Risks of Direct Physical Loss, such
coverages and endorsements to be as defined, provided and limited in the
standard bureau forms prescribed by the insurance regulatory authority for the
state in which the Premises are situated for use by insurance companies admitted
in such state for the writing of such insurance on risks located within such
state. The cost of such insurance coverage as stated above will be the
responsibility of Tenant and Tenant agrees to pay to Landlord, as additional
rental, the amount of such insurance costs. Said payments shall be made to
Landlord within twenty (20) days after presentation to

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Tenant of Landlord's statement setting forth the amount due. Any payment to be
made pursuant to this subparagraph 12A with respect to the year in which this
lease commences or terminates shall bear the same ratio to the payment which
would be required to be made for the full year as the part of such year covered
by the term of this lease bears to a full year. Subject to the provisions of
subparagraphs 12C, 12D and 12E below, such insurance shall be for the benefit of
both Landlord and Tenant, but shall be under Landlord's sole control. For the
calendar year in which the Lease commences insurance costs are estimated to be
$0.065 per square foot.

     B. If any increase in the fire and extended coverage insurance premiums
paid by Landlord or other Tenants for the building in which Tenant occupies
space is caused by Tenant's use and occupancy of the Premises, or if Tenant
vacates the Premises of this Lease and causes an increase in such premiums, then
Tenant shall pay as additional rental the amount of such increase to Landlord.

     C. If the buildings situated upon the Premises should be damaged or
destroyed by fire, tornado or other casualty, Tenant shall give immediate
written notice thereof to Landlord.

     D. If the Building should be totally destroyed by fire, tornado or other
casualty, or if they should be so damaged thereby that rebuilding or repairs
cannot in Landlord's reasonable estimation be completed within two hundred (200)
days after the date upon which Landlord is notified by Tenant of such damage,
this lease shall terminate and the rent shall be abated during the unexpired
portion of this lease, effective upon the date of the occurrence of such damage.
In the event Landlord elects to rebuild or repair, Landlord shall provide notice
of such election within sixty (60) days of Landlord's receipt of notice of such
damage. If Landlord fails to complete the rebuilding or within 260 days of the
date upon which Landlord is notified by Tenant of such damage, Tenant may give
Landlord written notice of its intent to terminate this Lease and if Landlord is
unable to complete such rebuilding or repairs within 30 days from such the date
of Landlord's receipt of such notification from Tenant, such termination shall
become effective. If Landlord estimates that rebuilding and repairs can not be
completed within two hundred (200) days after the date upon which Landlord is
notified by Tenant of such damage and Landlord chooses to terminate this Lease,
Tenant may choose to rebuild or repair the Premises at its sole expense;
provided however, that if Landlord has received insurance proceeds related to
such damage, said insurance proceeds will be applied to the cost of rebuilding
and repairing the Premises.

     E. If the Building should be damaged by any peril covered by the insurance
to be provided by Landlord under subparagraph 12A above, but only to such extent
that rebuilding or repairs can in Landlord's estimation be completed within two
hundred (200) days after the date upon which Landlord is notified by Tenant of
such damage, this lease shall not terminate, and Landlord shall at its sole cost
and expense thereupon proceed with reasonable diligence to rebuild and repair
such buildings to substantially the condition in which they existed prior to
such damage, except that Landlord shall not be required to rebuild, repair or
replace any part of the partitions, fixtures, additions and other improvements
which may have been placed in, on or about the Premises by Tenant and except
that Tenant shall pay to Landlord upon demand an amount not to exceed $25,000
per occurrence representing the maximum deductible on the insurance to be
provided by Landlord and except that Landlord may elect not to rebuild if such
damage occurs during the last year of the term of the lease exclusive of any
option which is unexercised at the time of such damage. If the Premises are
untenantable in whole or in part following such damage, the rent payable
hereunder during the period in which they are untenantable shall be reduced to
such extent as may be fair and reasonable under all of the circumstances. In the
event that Landlord should fail to complete such above referenced repairs and
rebuilding within two hundred (200) days after the date upon which Landlord is
notified by Tenant of such damage, Tenant may at its option terminate this lease
by delivering written notice of termination to Landlord as Tenant's exclusive
remedy, whereupon all rights and obligations hereunder shall cease and
terminate.

     F. Notwithstanding anything herein to the contrary, in the event the holder
of any indebtedness secured by a mortgage or deed of trust covering the Premises
requires that the insurance proceeds be applied to such indebtedness, then
Landlord shall have the right to terminate this lease by delivering written
notice of termination to Tenant within fifteen (15) days after such requirement
is made by any such holder, whereupon all rights and obligations hereunder shall
cease and terminate. Within fifteen (15) days of receipt of notice Tenant may
notify Landlord in writing that Tenant elects to perform said repairs at
Tenant's sole cost and expense; provided however, that if Landlord has received
insurance proceeds above that applied to such indebtedness, said insurance
proceeds will be applied to the cost of rebuilding and repairing the Premises.
If Tenant elects to make the repairs the lease shall not terminate.

     G. Each of Landlord and Tenant hereby releases the other from any loss or
damage to property caused by fire or any other perils insured in policies of
insurance covering such property, even if such loss or damage shall have been
caused by the fault or negligence of the other party, or anyone for whom such
party may be responsible; provided, however, that this release shall be
applicable and in force and effect only with respect to loss or damage occurring
during such times as the releasor's policies shall contain a clause or
endorsement to the effect that any such release shall not adversely affect or
impair said policies or prejudice the right of the releasor to recover
thereunder and then only to the extent of the insurance proceeds payable under
such policies. Each of the Landlord and Tenant agrees that it will request its
insurance carriers to include in its policies such a clause or endorsement. If
extra cost shall be charged therefore, each party shall advise the other thereof
and of the amount of the extra cost, and the other party, at its election, may
pay the same, but it shall not be obligated to do so.

     13. LIABILITY.
     A. Landlord shall not be liable to Tenant or Tenant's employees, agents,
patrons or visitors, or to any other person whomsoever, for any injury to person
or damage to property on or about the Premises, resulting from and/or caused in
part or whole by the negligence or misconduct of Tenant, its agents, servants or
employees, or of any other person entering upon the Premises, or caused by the
buildings and improvements located on the Premises becoming out of repair,
(through no fault or breach of this lease by Landlord) or caused by leakage of
gas, oil, water or steam or by electricity emanating from the Premises during
the lease term, or due to any cause whatsoever and Tenant

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hereby covenants and agrees that it will at all times indemnify, including the
indemnity for Hazardous Materials set forth herein below, and hold safe and
harmless the property, the Landlord (including without limitation the trustee
and beneficiaries if Landlord is a trust), Landlord's agents and employees from
any loss, liability, claims, suits, costs, expenses, including without
limitation attorney's fees and damages, both real and alleged, arising out of or
relating to any such damage or injury; except injury to persons or damage to
property the cause of which is the negligence or willful misconduct of Landlord,
its agents and contractors or the failure of Landlord to repair any part of the
Premises which Landlord is obligated to repair and maintain hereunder within a
reasonable time after the receipt of written notice from Tenant of needed
repairs.

     B. Tenant shall not be liable to Landlord or Landlord's employees, agents,
patrons or visitors, or to any other person whomsoever for any injury to person
or damage to property on or about the Premises, resulting from and/or caused in
part or whole by the negligence or misconduct of Landlord, its agents, servants
or employees, or invitees entering upon the Premises, or caused by the Premises
becoming out of repair, (through no fault or breach of this lease by Tenant),
and Landlord hereby covenants and agrees that it will at all times indemnify,
including the indemnity for Hazardous Materials set forth herein below, and hold
safe and harmless the property, Tenant, Tenant's agents and employees from any
loss, liability, claims, suits, costs, expenses, including without limitation
attorney's fees and damages, both real and alleged, arising out of or relating
to any such damage or injury; except injury to persons or damage to property the
cause of which is the negligence or willful misconduct of Tenant, its agents and
contractors or the failure of Tenant to repair any part of the Premises which
Tenant is obligated to repair and maintain hereunder within any applicable
notice and cure periods.

     C. Tenant shall procure and maintain throughout the term of this lease a
policy or policies of insurance, including pollution and site remediation
insurance, at its sole cost and expense, insuring both Landlord and Tenant
against all claims, demands or actions arising out of or in connection with: (i)
the Premises; (ii) the condition of the Premises; (iii) Tenant's operations in
and maintenance and use of the Premises; and (iv) Tenant's liability assumed
under this lease, the limits of such policy or policies to be in the amount of
not less than $1,000,000 per occurrence in respect to injury to persons
(including death), and in the amount of not less than $2,000,000 per occurrence
in respect to property damage or destruction, including loss of use thereof. All
such policies shall be procured by Tenant from responsible insurance companies
satisfactory to Landlord. Certified copies or certificate of such policies shall
be delivered to Landlord prior to the Commencement Date of this lease. Not less
than fifteen (15) days prior to the expiration date of any such policies,
certified copies of the renewals thereof shall be delivered to Landlord. Such
policies shall further provide that not less than thirty (30) days written
notice shall be given to Landlord before such policy may be canceled or changed
to reduce insurance provided thereby.


     14. CONDEMNATION.
     A. If the whole or any substantial part of the Premises should be taken for
any public or quasi-public use under governmental law, ordinance or regulation,
or by right of eminent domain, or by private purchase in lien thereof, and the
taking would prevent or materially interfere with the use of the Premises for
the purpose for which they are being used, this lease shall terminate and the
rent shall be abated during the unexpired portion of this lease, effective when
the physical taking of said Premises shall occur.

     B. If part of the Premises shall be taken for any public or quasi-public
use under any governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof, and this lease is not terminated
as provided in subparagraph 14A above, this lease shall not terminate but the
rent payable hereunder during the unexpired portion of this lease shall be
reduced to such extent as may be fair and reasonable under all of the
circumstances.

     C. All compensation awarded for any taking (or the proceeds of private sale
in lieu thereof of the Premises, buildings or other improvements, or any part
thereof, shall be the property of Landlord and Tenant hereby assigns its
interest in any such award to Landlord; provided, however, Landlord shall have
no interest in any award made to Tenant for loss of business, the loss of lease
benefits, costs of moving or the taking of Tenant's fixtures and improvements if
a separate award for such items is made to Tenant.

     15. HOLDING OVER. Tenant will, at the termination of this lease by lapse of
time or otherwise, yield up immediate possession to Landlord with all repairs
and maintenance required herein to be performed by Tenant completed. If Landlord
agrees in writing that Tenant may hold over after the expiration or termination
of this lease, unless the parties hereto otherwise agree in writing on the terms
of such holding over, the hold over tenancy shall be subject to termination by
Landlord at any time upon not less than twenty (20) days advance written notice,
or by Tenant at any time upon not less than thirty (30) days advance written
notice, and all of the other terms and provisions of this lease shall be
applicable during that period, except that Tenant shall pay Landlord monthly
rental for the period of any hold over, an amount equal to one and one half (1-
1/2) the rent in effect on the termination date, computed on a daily basis for
each day of the hold over period. No holding over by Tenant, whether with or
without consent of Landlord, shall operate to extend this lease except as
otherwise expressly provided. The preceding provisions of this paragraph 15
shall not be construed as consent for Tenant to hold over.

     16. QUIET ENJOYMENT. Landlord covenants that it now has, or will acquire
before Tenant takes possession of the Premises, good title to the Premises, free
and clear of all liens and encumbrances, excepting only the lien for current
taxes not yet due, such mortgage or mortgages as are permitted by the terms of
this lease, zoning ordinances and other building and fire ordinances and
governmental regulations relating to the use of such property, and easements,
restrictions and other conditions of record as of the date hereof. Landlord
represents end warrants that it has full right and authority to enter into this
lease and that Tenant, upon paying the rental herein set forth and performing
its other material covenants and agreements herein set forth (within any
applicable notice and cure period), shall peaceably and quietly have, hold and
enjoy the Premises for the term hereof without hindrance or molestation from
Landlord, subject to the terms and

                                 Page 6 of 27
<PAGE>

provisions of this lease. Landlord covenants that it will not grant, without
Tenant's prior written consent, any future easements, licenses or such other
similar restrictions affecting Tenant's use of the Premises and Tenant's ingress
to and egress from the Premises.

     17. EVENTS OF DEFAULT. The following events shall be deemed to be events of
default by Tenant under this lease:
     A. Tenant shall fail to pay any installment of the rent herein reserved
when due, or any other payment or reimbursement to Landlord required herein when
due, and such failure shall continue for a period of five (5) days from the date
Tenant receives written notice of such failure; or

     B. Tenant shall abandon all or a substantial portion of the Premises or
fail to continuously operate its business at the Premises for the permitted use
set forth in Paragraph 3 whether or not Tenant is in default of the rental
payments due under this lease, without providing a commercially reasonable level
of security, or without providing reasonable assurance to minimize potential
vandalism; or

     C. Tenant shall fail to discharge or bond against any lien placed upon the
Premises in violation of Paragraph 20 hereof within twenty (20) business days
after any such lien or encumbrance is filed against the Premises; or

     D. Tenant shall fail to comply with any term, provision or covenant of this
lease (other than the foregoing in this Paragraph 17), and shall not cure such
failure within twenty (20) business days after written notice thereof to Tenant
or such longer period as may be reasonably required if Tenant promptly takes
corrective action and continually proceeds with due diligence to cure same.

     18. REMEDIES
     A. Upon each occurrence of an event of default, Landlord shall have the
option to pursue any one or more of the following remedies without any notice or
demand:

     (1)  Terminate this lease, and/or
     (2)  Enter upon and take possession of the Premises with or without
     terminating this lease; and/or
     (3)  Alter all locks and other security devices at the Premises with or
     without terminating this lease, and pursue, at Landlord's option, one or
     more remedies pursuant to this lease, Tenant hereby specifically waiving
     any state or federal law to the contrary;

and in any such event Tenant immediately shall surrender its Premises to
Landlord, and if Tenant fails to do so, Landlord, without waiving any other
remedy it may have, may enter upon and take possession of the Premises or any
part thereof and expel or remove Tenant and any other person who may be
occupying such Premises or part thereof, by force if necessary, without being
liable for prosecution or any claim of damages therefor.

     B. In the event Tenant fails to pay any installment of rent hereunder as
and when such installment is due, to help defray the additional cost to Landlord
for processing such late payments Tenant shall pay to Landlord on demand a late
charge in an amount equal to five (5%) percent of such installment; and the
failure to pay such amount within five (5) business days after demand therefore
shall be an event of default hereunder. The provision for such late charge shall
be in addition to all of Landlord's other rights and remedies hereunder or at
law and shall not be construed as liquidated damages or as limiting Landlord's
remedies in any manner.

     C. In the event Tenant's check given to Landlord in payment, is returned by
the bank for non-payment, Tenant agrees to pay all expenses incurred by Landlord
as a result thereof.

     D. In the event of a default or threatened default of this Lease by Tenant,
Landlord shall be entitled to all equitable remedies, including, without
limitation injunction and specific performance. The various rights, remedies,
powers, options and elections of Landlord reserved, expressed or contained in
this lease are cumulative, and no one of them shall be deemed to be exclusive of
the others, or of such other rights, remedies, powers, options or elections as
are now, or may hereafter, be conferred upon Landlord by law or in equity.
Failure by Landlord to enforce one or more of the remedies herein provided shall
not be deemed or construed to constitute a waiver of such default, or any
violation or breach of any of the terms, provisions, or covenants herein
contained, or a waiver of Landlord's right thereafter to insist upon strict
compliance with the terms hereof.

     E. In the event Landlord elects to terminate the lease by reason of an
event of default, then notwithstanding such termination, Tenant shall be liable
for and shall pay to Landlord, at the address specified for notice to Landlord
herein, the sum of all rental and other indebtedness accrued to date of such
termination, plus, as damages, an amount equal to the total rent hereunder for
the remaining portion of the lease term (had such term not been terminated by
Landlord prior to the expiration stated in Paragraph 1).

     F. In the event Landlord elects to repossess the Premises without
terminating the lease, or in the event Landlord elects to terminate the lease,
then Tenant, at Landlord's option, shall be liable for and shall pay to
Landlord, at the address specified for notice to Landlord herein, all rental and
other indebtedness accrued to the date of such repossession, plus rental
required to be paid by Tenant to Landlord during the remainder of the lease term
until the date of expiration of the term as stated in Paragraph 1 diminished by
any net sums thereafter received by Landlord through releting the Premises
during said period (after deducting expenses incurred by Landlord as provided in
subparagraph 18G below). In no event shall Tenant be entitled to any excess of
any rental obtained by releting over and above the rental herein reserved.
Action to collect amounts due by Tenant to Landlord under this subparagraph may
be brought from time to time, on one or

                                 Page 7 of 27
<PAGE>

more occasions, without the necessity of Landlord's waiting until the expiration
of the lease term. Landlord agrees to make commercially reasonable efforts to
mitigate its damages.

     G. In the case of any event of default or breach by Tenant, or threatened
or anticipated breach or default as a result of bankruptcy, Tenant shall also be
liable for and shall pay to Landlord, at the address specified for notice to
Landlord herein, in addition to any sum provided to paid above, broker's fees
incurred by Landlord in connection with releting the whole or any part of the
Premises; the cost of removing storing Tenant's or other occupant's property;
the cost of repairing, altering, remodeling or otherwise putting the Premises
into condition acceptable to a new tenant or tenants, and all reasonable
expenses incurred by Landlord enforcing or defending Landlord's rights and/or
remedies including reasonable attorney's fees.

     H. In the event of termination or repossession of the Premises for an event
of default, Landlord shall not have any obligation to relet or attempt to relet
the Premises, or any portion thereof, or to collect rental after releting; and
in the event of releting, Landlord may relet the whole or any portion of the
Premises for any period to any tenant for any purpose; provided, however, that
Landlord agrees to make commercially reasonable efforts to mitigate its damages.

     I. If Tenant should fail to make any payment or cure any default hereunder
within the time herein permitted, Landlord, without being under any obligation
to do so and without thereby waiving such default, may make such payment and/or
remedy such other default for the account of Tenant (and enter the Premises for
such purpose), and thereupon Tenant shall be obliged to, and hereby agrees to
pay Landlord upon demand, all costs, expenses and disbursements (including
reasonable attorney's fees) incurred by Landlord in taking such remedial action.

     J. In the event that Landlord shall have taken possession of the Premises
pursuant to the authority herein granted, then Landlord shall have the right to
keep in place and use all of the furniture, fixtures and equipment at the
Premises, including that which is owned by or leased to Tenant at all times
prior to any foreclosure thereon by Landlord or repossession thereof by any
lessor thereof or third party having a lien thereon. Landlord shall also have
the right to remove from the Premises (without the necessity of obtaining a
distress warrant, writ of sequestration or other legal process) all or any
portion of such furniture, fixtures, equipment and other property located
thereon and to place same in storage at any Premises within the County in which
the Premises is located; and in such event, Tenant shall be liable to Landlord
for costs incurred by Landlord in connection with such removal and storage.
Landlord shall also have the right to relinquish possession of all or any
portion of such furniture, fixtures, equipment and other property to any person
("Claimant") claiming to be entitled to possession thereof who presents to
Landlord a copy of any instrument represented to Landlord by Claimant to have
been executed by Tenant (or any predecessor Tenant) granting Claimant the right
under various circumstances to take possession of such furniture, fixtures,
equipment or other property, without the necessity on the part of Landlord to
inquire into the authenticity of said instrument's copy of Tenant's or Tenant's
predecessor's signature(s) thereon and without the necessity of Landlord making
any investigation or inquiry as to the validity of the factual or legal basis
upon which Claimant purports to act; and Tenant agrees to indemnify and hold
Landlord harmless from all cost, expense, loss, damage and liability incident to
Landlord's relinquishment of possession of all or any portion of such furniture,
fixtures, equipment or other property to Claimant. The rights of Landlord herein
stated shall be in addition to any and all other rights which Landlord has or
may hereafter have at law or in equity; and Tenant stipulates and agrees that
the rights herein granted Landlord are commercially reasonable.

     19. MORTGAGES.
     A. Tenant accepts this lease subject and subordinate to any mortgage(s)
and/or deed(s) of trust now or at any time hereafter constituting a lien or
charge upon the Premises or the improvements situated thereon, provided however,
that if the mortgagee, trustee, or holder of any such mortgage or deed of trust
elects to have Tenant's interest in this lease superior to any such instrument,
then by notice to Tenant from such mortgagee, trustee or holder, this lease
shall be deemed superior to such lien, whether this lease was executed before or
after said mortgage or deed of trust. Tenant shall at any time hereafter on
demand execute any reasonable instruments, releases or other documents which may
be required by any mortgagee for the purpose of subjecting and subordinating
this lease to the lien of any such mortgage, provided that Landlord secures a
non-disturbance agreement in a form as attached in Exhibit "C" or such
reasonably similar agreement from such mortgagee. All mortgages or deeds of
trust referred to in this subparagraph 19A refer to first mortgages or deeds of
trust only. (See also Additional Provisions, Section 10)

     B. Tenant agrees not to look to the mortgagee, as mortgagee, mortgagee in
possession, or successor entitled to the property, for accountability for any
security deposit required by the Landlord hereunder, unless said sums have been
received by said mortgagee as security for Tenant's performance of this lease.

     20. MECHANICS LIENS AND OTHER TAXES. Tenant shall have no authority,
express or implied, to create or place any lien or encumbrance of any kind or
nature whatsoever upon, or in any manner to bind the interests of Landlord in
the Premises or to charge the rentals payable hereunder for any claim in favor
of any person dealing with Tenant, including those who may furnish materials or
perform labor for any construction or repairs, and each such claim shall affect
and each such lien shall attach to, if at all, only the leasehold interest
granted to Tenant by this instrument. Tenant covenants and agrees that it will
pay or cause to be paid all sums legally due and payable by it on account of any
labor performed or materials furnished in connection with any work performed on
the Premises (provided such work is at Tenant's direction and is not performed
by Landlord or its contractors) on which any lien is or can be validly and
legally asserted against its leasehold interest in the Premises or the
improvements thereon and that it will save and hold Landlord harmless from any
and all loss, cost or expense based on or arising out of asserted claims or
liens against the leasehold estate or against the right, title and interest of
the Landlord in the Premises or under the terms of this lease. Tenant agrees to
give Landlord immediate written notice if any lien or encumbrance is placed on
the Premises.

                                 Page 8 of 27
<PAGE>

     21. NOTICES. Each provision of this instrument or of any applicable
governmental laws, ordinances, regulations and other requirements with reference
to the sending, mailing or delivery of any notice or the making of any payment
by Landlord to Tenant or with reference to the sending, mailing or delivery of
any notice or the making of any payment by Tenant to Landlord shall be deemed to
be complied with when and if the following steps are taken:

     A. All rent and other payments required to be made by Tenant to Landlord
hereunder shall be payable to Landlord at the address hereinbelow set forth or
at such other address as Landlord may specify from time to time by written
notice delivered in accordance herewith. Tenant's obligations to pay rent and
any other amounts to Landlord under the terms of this lease shall not be deemed
satisfied until such rent and other amounts have been actually received by
Landlord.

     B. All payments required to be made by Landlord to Tenant hereunder shall
be payable to Tenant at the address hereinbelow set forth, or at such other
address within the continental United States as Tenant may specify from time to
time by written notice delivered in accordance herewith.

     C. Any notice or document required or permitted to be delivered hereunder
shall be deemed to be delivered whether actually received or not when deposited
in the United States Mail, postage prepaid, Certified or Registered Mail,
addressed to the parties hereto at the respective addresses set out below, or at
such other address as they have theretofore specified by written notice
delivered in accordance herewith:

     LANDLORD:                               TENANT:

     3 Plus Limited Partnership              HomeGrocer.com, Inc.
     3060 Peachtree Road, NW                 Attn: Vice President Operations
     Suite 1750                              10230 N.E. Points Drive
     Atlanta, Georgia 30305                  Kirkland, Washington 98033

                                             And

                                             HomeGrocer.com, Inc.
                                             Attn: Legal Department
                                             10230 N.E. Points Drive
                                             Kirkland, Washington 98033

If and when included within the term "Landlord", as used in this instrument,
there are more than one person, firm or corporation, all shall jointly arrange
among themselves for their joint execution of such a notice specifying some
individual at some specific address for the receipt of notices and payments to
Landlord; if and when included within the term "Tenant", as used in this
instrument, there are more than one person, firm or corporation, all shall
jointly arrange among themselves for their joint execution of such a notice
specifying some individual at some specific address within the continental
United States for the receipt of notices and payments to Tenant. All parties
included within the terms "Landlord" and "Tenant", respectively, shall be bound
by notices given in accordance with the provisions of this paragraph to the same
effect as if each had received such notice.

     22. HAZARDOUS MATERIALS.
     A. For purposes of this section, "Hazardous Materials" shall include all
solid, liquid or gaseous materials defined or regulated as wastes under any
federal statute or regulation or any state or local law, regulation or ordinance
and shall further include all other substances defined or regulated as
pollutants or as hazardous, toxic, infectious, or radioactive substances under
any federal statute or regulation or any state or local law, regulation or
ordinance, all as amended from time to time.

     B. Tenant shall not cause or permit any Hazardous Materials to be used,
generated, stored or disposed of on, under or about, or transported to or from
the Premises (collectively, "Hazardous Materials Activities") except in
compliance with all applicable federal, state and local laws, regulations,
ordinances and order governing such Hazardous Materials or Hazardous Materials
Activities, which compliance shall be at Tenant's sole cost and expense.
Additionally, Tenant shall not cause or permit any Hazardous Materials to be
disposed of on, under or about the Premises without the express prior written
consent of the Landlord, which may be withheld for any reason and may be revoked
at any time. Tenant further agrees, at all times, to fully disclose in writing
to Landlord the storage, handling, disposal or use of Hazardous Materials under,
on or about the Premises and the property in which the Premises is located.

     C. Landlord shall not be liable to Tenant or to any other party for any
Hazardous Materials Activities conducted or permitted on, under or about the
Premises by Tenant or by Tenant's employees, agents, contractors, licensees or
invitees, and Tenant shall indemnify, defend and hold Landlord harmless from any
claims, damages, fines, penalties, losses, judgments, costs and liabilities
arising out of or related to any Hazardous Materials Activities conducted or
permitted on, under or about the Premises by Tenant or by Tenant's employees,
agents, contractors, licensees or invitees, regardless of whether Landlord shall
have consented to, approved of, participated in or had notice of such Hazardous
Materials Activities. The provisions of this paragraph shall survive the
expiration or termination of this lease.

     D. At the expiration or earlier termination of this lease, Tenant shall
remove from the Premises, at Tenant's sole expense, all Hazardous Materials
located, stored and disposed of on, under or about the Premises during the lease
term, unless caused by a party other than Tenant or Tenant's employees, agents,
contractors, licensees, invitees, subtenants or assignees. Tenant shall close,
remove or otherwise

                                 Page 9 of 27
<PAGE>

render safe any buildings, tanks, containers or other facilities related to the
Hazardous Materials Activities conducted or permitted on the Premises during the
lease term in the manner required by all applicable laws, regulations,
ordinances or orders.

     E. See Additional Provisions, Section 11

     23. INSOLVENCY OR BANKRUPTCY. The appointment of a receiver to take
possession of all or substantially all of the assets of Tenant, or an assignment
of Tenant for the benefit of creditors, or any action taken or suffered by
Tenant under any insolvency, bankruptcy, or reorganization act, shall at
Landlord's option constitute a breach of this Lease by Tenant, unless such
proceedings are involuntary and Tenant is discharged from the same within sixty
(60) days. Upon the happening of any such event or at any time thereafter, this
Lease shall terminate five (5) days after written notice of termination from
Landlord to Tenant. In no event shall this Lease be assigned or assignable by
operation of law or by voluntary or involuntary bankruptcy proceedings or
otherwise and in no event shall this Lease or any rights or privileges hereunder
be an asset of Tenant under any bankruptcy, insolvency, or reorganization
proceedings.

     24. LANDLORD'S LIABILITY. Any liability of Landlord hereunder shall be
enforceable only out of the Premises, including the proceeds thereof and
therefrom and in no event out of any other assets of Landlord or the separate
assets of any constituent partner, shareholder or member of Landlord. No holder
or beneficiary of any mortgage or deed of trust on any part of the Property
shall have any liability to Tenant hereunder for any default of Landlord. This
provision is not intended to be a measure or agreed amount of the Landlord's
liability with respect to any particular breach, and shall not be utilized by
any court or otherwise for the purpose of determining any liability of Landlord
hereunder, except only as a maximum amount not to be exceeded in any event.
Notwithstanding the foregoing and subject to section 21 of the Additional
Provisions, in the event Landlord's liability, as established by a court, for
any breach of this Lease exceeds Landlord's equity value in the Building or
Property (the mortgage or deed of trust on the Property is for an amount greater
than the value of the Property) and Tenant has exhausted all other legal
remedies available to Tenant to collect payment, including written notification
to the holder or beneficiary of any mortgage or deed of trust on the Property,
then and only then, Tenant may offset against Base Rent the uncollected amount
of Landlord's liability established by the court that exceeds Landlord's equity
value in the Building or Property.

     25. MISCELLANEOUS.
     A. Words of any gender used in this lease shall be held and construed to
include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires.

     B. In the event the Premises constitutes a portion of a multiple occupancy
building, building complex or Business Park, Tenant's "proportionate share" as
used in this lease, shall mean a fraction, the numerator of which is the space
contained in the Premises and the denominator of which is the entire leasable
space contained in the building, building complex or Business Park.

     C. The terms, provisions and covenants and conditions contained in this
lease shall apply to, insure to the benefit of, and be binding upon the parties
hereto and upon their respective heirs, legal representatives, successors and
permitted assigns, except as otherwise herein expressly provided. Landlord shall
have the right to reasonably assign any of its rights and obligations under this
lease. Each party agrees to furnish to the other, promptly upon demand, a
corporate resolution, proof of due authorization by partners, or other
appropriate documentation evidencing the due authorization of such party to
enter into this lease.

     D. The captions inserted in this lease are for convenience only and in no
way define, limit or otherwise describe the scope or intent of this lease, or
any provision hereof, or in any way affect the interpretation of this lease.

     E. Tenant agrees from time to time within ten (10) days after request of
Landlord, to deliver to Landlord, or Landlord's designee a certificate of
occupancy (if applicable) and an estoppel certificate stating (to the extent
such statements are then true and within Tenant's knowledge) that this lease is
in full force and effect, the date to which rent has been paid, the unexpired
term of this lease and such other matters pertaining to this lease as may be
requested by Landlord. It is understood and agreed that Tenant's obligation to
furnish such estoppel certificates in a timely fashion is a material inducement
for Landlord's execution of this lease.

     F. This lease may not be altered, changed or amended except by an
instrument in writing signed by both parties hereto.

     G. All obligations of Tenant or Landlord hereunder not fully performed as
of the expiration or earlier termination of the term of this lease shall survive
the expiration or earlier termination of the term hereof, including without
limitation all payment obligations with respect to taxes and insurance and all
obligations concerning the condition of the Premises. Tenant shall also, prior
to vacating the Premises, pay to Landlord the amount, as estimated by Landlord,
of Tenant's obligation hereunder for real estate taxes and insurance premiums
for the year in which the lease expires or terminates. All such amounts shall be
used and held by Landlord for payment of such obligations of Tenant hereunder,
with Tenant being liable for any additional costs therefor upon demand by
Landlord, or with any excess to be returned to Tenant after all such obligations
have been determined and satisfied, as the case may be. Any security deposit
held by Landlord shall be credited against the amount payable by Tenant under
this subparagraph 25G. The balance of any unused portion of the security deposit
shall be returned to Tenant.

     H. If any clause or provision of this lease is illegal, invalid or
unenforceable under present or future laws effective during the term of this
lease, then and in that event, it is the intention of the parties hereto that
the remainder of this lease shall not be affected thereby, and it is also the
intention of the parties to this lease that in lieu of each clause or provision
of this lease that is illegal, invalid or unenforceable, there be added as a
part of this lease contract a clause or provision as similar in terms to such
illegal, invalid or unenforceable clause or provision as may be possible and be
legal, valid and enforceable.

                                 Page 10 of 27
<PAGE>

     I. Because the Premises are on the open market and are presently being
shown, this lease shall be treated as an offer with the Premises being subject
to prior lease and such offer subject to withdrawal or non-acceptance by
Landlord or to other use of the Premises without notice, and this lease shall
not be valid or binding unless and until accepted by Landlord in writing and a
fully executed copy delivered to both parties hereto.

     J. All references in this lease to "the date hereof" or similar references
shall be deemed to refer to the last date, in point of time, on which all
parties hereto have executed this lease.

     K. Time is of the essence of this lease and all of its provisions. This
lease in all respects shall be governed by the laws of the State of Georgia.

     L. Tenant shall not install drapes, curtains, blinds or any window
treatment without Landlord's prior written approval, which approval shall not be
unreasonably withheld, conditioned or delayed.

     M. The duties and obligations of Tenant herein shall be binding upon all or
any of them. The duties and obligations of Tenant shall run and extend not only
to the benefit of the Landlord, as named herein, but to the following, at the
option of the following or any of them: (i) any person by, through or under
which Landlord derives the right to lease the Premises; (ii) the owner of the
Premises; and (iii) holders of mortgage or rent assignment interests in the
Premises, as their respective interests may appear; provided, however, nothing
contained herein shall be construed to obligate Tenant to pay rent to any person
other than the Landlord until such time as Tenant has been given written notice
of either an exercise of a rent assignment or the succession of some other party
to the interests of Landlord.

     N. In order to induce Landlord to enter into this Lease Agreement, Tenant
agrees to provide to Landlord, before the initiation of construction of the
Premises and at any other time when reasonably requested by Landlord, an audited
balance sheet and income statement for the fiscal year most recently concluded.
Such balance sheet and income statement shall be for the legal entity which is
entering into the Lease Agreement with Landlord and/or the entity guaranteeing
the performance of Tenant's obligations under the lease. Tenant fully
understands and agrees that a request for such information by Landlord's lender
or a prospective buyer for the Building will be deemed reasonable.

     O. Tenant acknowledges that "smoking" is prohibited in all areas of the
Premises and the building. For purposes hereof, "smoking" means inhaling,
exhaling, burning or carrying any lighted cigar, cigarette, pipe or other
smoking equipment or device in any manner or from. Notwithstanding anything in
this Lease to the contrary, no liability shall attach to the Landlord for any
failure to enforce this provision (or similar provisions in other leases).



                           [INTENTIONALLY LEFT BLANK]

                                 Page 11 of 27
<PAGE>

     26. ADDITIONAL PROVISIONS. See Additional Provisions, Paragraphs 1 through
24, attached hereto and made a part hereof as if fully incorporated herein and
when in conflict with the printed portion of this lease, said Additional
Provisions shall prevail.

     EXECUTED BY LANDLORD, this 3/rd/ day of April, 2000.

                              3 Plus Limited Partnership
                              By:  The Phoenix Foundation, LLC,
                                    its sole general partner

                              By:  /s/ J. Robert Mobley
                                   -----------------------------
                                    J. Robert Mobley, its Member

                              Witness:

                              /s/ James M. Mobley
                              ----------------------------------

     EXECUTED BY TENANT, this 31st day of March, 2000.

                              HomeGrocer.com, Inc.

                              By:  /s/ Mary Alice Taylor
                                   -----------------------------

                              Name:  Mary Alice Taylor
                                     ---------------------------

                              Its:  Chairman & CEO
                                    ----------------------------


                              Witness:

                              /s/ Lisa Wirick
                              ----------------------------------

                                 Page 12 of 27
<PAGE>

                             ADDITIONAL PROVISIONS

1.        Brokers/Advisors. Tenant and Landlord hereby represent and warrant
          -----------------
          each to the other that no brokers, agents or finders were involved on
          their behalf in negotiating or consummating this Lease except
          Industrial Brokers and Associates, Inc, whose commission shall be paid
          by Landlord per a separate agreement and E+Y Kenneth Leventhal Real
          Estate Services Company, LLC ("E+Y), who served as Tenant's real
          estate advisor and Landlord will reimburse Tenant for fees paid to E+Y
          per the schedule below;

          Upon Lease execution:                                $46,787.00
          Upon Commencement of Rent;                           $46,787.00
          Upon the beginning of the 75/th/ month of the Lease  $70,545.00

2.        Access to the Premises Prior to Completion
          ------------------------------------------

          Landlord shall use commercially reasonable efforts to provide Tenant
          access to the Premises for the purpose of installing trade fixtures,
          refrigeration, conveyor, racking systems, and other real and personal
          property prior to the commencement of the Lease provided that Tenant
          does not interfere with or delay the work of Landlord's contractor.
          Subject to the reasonable agreement of Landlord's contractor, both
          parties acknowledge that, while not guaranteed, Tenant may have access
          to parts of the Building approximately 45 days prior to the
          Commencement Date and access to other portions of the Building may be
          phased in over time up to the Commencement Date. However, Landlord,
          its agents and contractors shall not be responsible for; (1) any items
          of damage or casualty to the Premises caused by Tenant, its agents,
          contractors, suppliers or invitees, and (2) any damage casualty or
          loss of Tenant's property installed under this Section 2.

3.        Options to Extend Term.
          -----------------------

          A. First Renewal Period.
          Provided this Lease is then in full force and effect and Tenant is not
          in default beyond any applicable grace period set forth in this Lease,
          Landlord hereby grants Tenant a five (5) year renewal period ("First
          Renewal Period"), at a rental rate equal to the Fair Market Base
          Rental (as defined below) of comparable space in 1851 West Oak Parkway
          (the "Building") or in other buildings comparable to the Building
          located in the northwest Atlanta/I-75 Submarket comparable to the
          project in which the Building is located.

          B. Second Renewal Period.
          Furthermore, provided this Lease is then in full force and effect and
          Tenant is not in default beyond any applicable grace period set forth
          in this Lease, and there is no sublease for the entire Premises or
          assignment of any of Tenant's interest in the Lease, other than
          Permitted Transfers, Landlord hereby grants Tenant a second five (5)
          year renewal period ("Second Renewal Period"), at a rental rate equal
          to the Fair Market Base Rental of comparable space in 1851 West Oak
          Parkway (the "Building") or in other buildings comparable to the
          Building located in the northwest Atlanta/I-75 Submarket comparable to
          the project in which the Building is located.

          C. Notice.
          For each renewal period described above, Tenant shall notify Landlord
          no more than eighteen (18) and no less then eight (8) months prior to
          the end the lease of Tenant's desire to renew this Lease under the
          terms of this paragraph.

          D. Fair Market Base Rental
          The phrase Fair Market Base Rental as used in this Section 3 of the
          Additional Provisions shall take into account the condition of the
          Premises; refurbishment cost, if any, required to relet the Premises
          (in no event greater than $100,000); possible lease commissions to be
          paid to relet the Premises (in no event greater then 2% of the rental
          amount); and other relevant factors.

          E. Arbitration.
          Within thirty (30) days of Tenant's notice of exercise, Landlord
          agrees to notify Tenant of the new base rent for the Premises. Tenant
          shall have thirty (30) days after receipt of Landlord's notice to
          either accept or reject the new base rent by written notice to
          Landlord. Failure of Tenant to provide any notice within such thirty
          (30) day period shall be deemed to constitute rejection by Tenant of
          the new base rent proposed by the Landlord in its notice to Tenant. If
          Tenant rejects Landlord's proposed new base rent, it shall state forth
          in its notice to Landlord its determination of the then fair market
          rent. Thereafter, the parties shall negotiate in good faith to resolve
          their difference of opinion.

          If the parties are unable to reach and settle upon a mutually
          acceptable terms within fifteen (15) days after Tenant's notice of
          rejection then either party may require the matter to be submitted to
          arbitration in the manner described below. If either party requires
          the matter to be submitted to arbitration the Landlord and

                                 Page 13 of 27
<PAGE>

          Tenant shall select a neutral arbitrator. Within fifteen (15) days
          following the date either party requires the matter to be submitted to
          arbitration, Landlord and Tenant shall each submit their respective
          estimates of the fair market rent to the arbitrator. The arbitrator
          shall not have the authority to compromise the rates so submitted, but
          subject to the limitations in Section 3 F below, will select which
          party's rental rate most closely approximates actual market rates. The
          arbitrator's determination shall be final and binding upon the
          parties. The cost of the Arbitrator, if any, shall be paid by the
          party not prevailing in arbitration.

          F. Notwithstanding anything else contained in this Lease, including
          Section 3 D or 3 E above, in no event shall the rental rate for any
          renewal or extension of the term be less than that of the previous
          month's rental rate.

4.        Option for Early Termination.
          -----------------------------
          Provided this Lease is then in full force and effect and Tenant is not
          in default of this Lease (beyond any applicable notice and cure
          period), Landlord hereby grants Tenant a one time right to terminate
          this Lease after the 74/th/ full calendar month of the Lease term,
          provided that: (i) Tenant notifies Landlord in writing no more than 15
          months and no less than 12 months prior to the end of the 74th full
          calendar month of the Lease term of Tenant's desire to terminate this
          Lease under the terms of this paragraph; and (ii) concurrently with
          the aforementioned notice pays to Landlord a termination fee of Five
          Hundred Thousand Dollars and 00/100 ($500,000.00).

5.        Intentionally Omitted
          ---------------------

6.        Contesting Real Estate Taxes
          ----------------------------
          In any year which Landlord does not protest the real property tax
          assessment levied against the real property Tenant may choose to
          protest the assessment in Landlord's name. If Tenant chooses to
          protest the assessment, Landlord shall fully cooperate with Tenant's
          efforts provided Tenant pays all costs and expenses necessary to
          conduct such protest. In the event Landlord protests such assessment
          and a reduction in the taxes for the Property results, Tenant shall be
          entitled to the benefit of such reassessment, either as a credit
          against the next payments of Rent and Additional Rent due under this
          Lease or as a refund if this Lease has expired.

7.        Intentionally Omitted
          ---------------------

8.        Notwithstanding the provisions of Paragraph 7 of this Lease Agreement,
          Tenant, subject to the limitations set forth herein and without
          Landlord's prior written permission, may make alterations, additions
          or improvements to only the interior of the Premises (excluding
          floors, roof and wall penetrations) provided that the cost of the
          alterations, additions or improvements is less than Twenty Five
          Thousand Dollars and 00/100 ($25,000.00) in any one calendar year.
          Tenant agrees to provide Landlord within ten days of the commencement
          of any work to alter or modify the Premises under this Section 8,
          written notification of said alteration or modification, such
          notification shall include plans and specifications describing said
          alteration or modification. The intent of this Section 8 is only to
          provide Tenant a means to make minor alterations, additions or
          improvements to the interior of the Premises without the prior written
          consent of the Landlord. Other than as expressly stated in this
          Section 8, nothing herein shall be construed as a modification of
          Paragraph 7 of the Lease Agreement.

          Notwithstanding the provisions of Paragraph 7 of this Lease Agreement,
          Tenant shall maintain, but is not obligated to replace, the air-
          conditioning equipment serving only the warehouse portion of the
          Premises that was installed at Tenant's sole expense. Furthermore, in
          the event Tenant elects to replace, at Tenant's sole expense, the air-
          conditioning equipment, or any portion thereof, serving only the
          warehouse portion of the Premises during the last twelve months of the
          primary lease term, then and only then, Tenant may remove the air-
          conditioning equipment serving only the warehouse portion of the
          Premises that was replaced during the last twelve months of the
          primary lease term. Any removal of air-conditioning equipment by
          Tenant under the provisions of this Section 8 shall be done in such a
          manner that the building is satisfactorily repaired. Other than as
          expressly stated in this Section 8, nothing herein shall be construed
          as a modification of Paragraph 7 of the Lease Agreement.

9.        Permitted Transfers.
          --------------------
          Provided this Lease is then in full force and effect and Tenant is not
          in default beyond any applicable grace period set forth in this Lease,
          Tenant shall have the right to assign the Lease or sublet the Premises
          without Landlord's consent, to (a) a parent, subsidiary, sibling or
          affiliate, controlling, controlled by or under common control with,
          Tenant; (b) a successor entity related to Tenant by merger,
          consolidation, non- bankruptcy reorganization or government action; or
          (c) a purchaser of substantially all of Tenant's assets located in the
          Premises, provided that (i) any said assignee/subtenant assumes, in
          full, the obligations of Tenant under this Lease and has, at a
          minimum, a tangible net worth equal to or greater than the lessor of
          $250 million or that of Tenant, and (ii) that Tenant gives notice to
          Landlord of such assignment of subletting,

                                 Page 14 of 27
<PAGE>

          within 10 days of such occurrence ("Permitted Transfers"). Any such
          assignment/subletting shall not, in any way, affect or limit the
          joint/several liability of Tenant under the terms of this Lease. In
          addition, there are no restrictions or consent requirements associated
          with a transfer occasioned by the sale or other transfer of Tenant's
          stock or partnership or membership interests including: (i) any
          transfer in connection with the merger, consolidation or non-
          bankruptcy reorganization; (ii) any transaction related to a public
          sale or private placement; (iii) any transfer or sale of stock amongst
          existing shareholders, or (iv) any activity in any company stock
          option programs.

          Landlord consents to the reincorporation of Tenant in any State
          provided the financial condition of Tenant is not material changed due
          to such reincorporation.

10.       Intentionally Omitted
          ---------------------

11.       Landlord's Responsibilities Regarding Hazardous Materials.
          ----------------------------------------------------------
          Landlord agrees to furnish Tenant a copy of the current Phase I
          Environmental Assessment for the 9.395-acre property upon which the
          Premises are located. Landlord and its successors and assigns shall
          indemnify and hold Tenant harmless for any loss, fine, penalty,
          damage, cost, liability or claim occasioned by an existing on-site
          environmental condition reflected in the current Phase I Environmental
          Assessment and such other environmental conditions discovered during
          the term of the Lease caused by Landlord, its agents or contractors.
          Landlord's obligations under this Section 11 shall survive the
          expiration or earlier termination of this Lease Agreement.

12.       Parking.
          --------
          Subject to the West Oak Center covenants of record, Tenant shall have
          exclusive use of the area depicted on the attached site plan (Exhibit
          "A-1") for parking of employee vehicles and delivery fleet for the
          entire term and extensions thereof without any additional rent or
          other costs charged for such use of the parking, and Tenant shall have
          the right to secure the truck parking area with fencing and/or
          security cameras.

          Landlord agrees that the Premises as shown on Exhibit "A-1", includes
          all appurtenances thereunto appertaining, including, but not limited
          to, rights of access, ingress and egress at the points shown on the
          Site Plan in, to, from and over any and all streets, ways or alleys
          adjoining, abutting or adjacent to the property, together with the
          right to use, in common with other occupants of the property, any and
          all of the common areas pertaining to the property.

          Except in the event of an emergency, the parking area depicted in
          Exhibit A shall not be disturbed without Tenant's consent which
          consent shall be withheld in Tenant's sole discretion. Landlord shall
          not use or permit the use of the common areas for any purpose other
          than the parking and passage of vehicles and the movement of
          pedestrian traffic, lighting, landscaping, directional and traffic
          control signals, and Landlord will not, except as shown on Exhibit A,
          construct, locate or allow construction or location of any fence,
          barricade, structure, buildings, or other obstruction which would
          interfere with the intended uses thereof, of the free flow of traffic
          to, or access from, the common areas.

13.       Noncompete.
          -----------
          Subject and subordinate to the restrictions of any existing
          commitments to other leases in the Business Park, during the term of
          this Lease Landlord shall not lease to an internet grocery company
          premises in a building which the Landlord has a controlling interest
          in the Business Park.

14.       Roof Installations.
          -------------------
          Tenant, at its sole cost and expense, shall have the option to install
          antennas and/or satellite dishes, refrigeration, heating, ventilation,
          or air conditioning equipment on the roof of the Premises subject to
          applicable codes, recorded covenants, and conditions of Landlord's
          written approval. There shall be no additional rent or other costs
          charged for such use of the roof.

15.       Acceptance of Premises.
          -----------------------
          Upon Substantial Completion Landlord's work in accordance with Exhibit
          "B-1" and Exhibit "B-2" and prior to occupancy by Tenant, Tenant shall
          provide Landlord with a "punch list" of the items which need to be
          corrected or completed, and Landlord will do so as reasonably
          expeditiously as possible. Upon completion of Landlord's work in
          accordance with Exhibit "B-1" and Exhibit "B-2", Tenant agrees to
          execute and deliver to Landlord a letter accepting delivery of the
          Premises subject to punch list items. Landlord shall correct or
          complete such "punch list" within 30 days, or such longer period as
          may be reasonably required if Landlord promptly takes corrective
          action and proceeds with due diligence to correct or complete such
          "punch list".

                                 Page 15 of 27
<PAGE>

16.       Priority of Provisions.
          -----------------------
          In constructing this Lease, the Additional Provisions shall take
          priority over the other Lease Agreement terms.

17.       Landscaping and Owner's Association
          -----------------------------------
          Notwithstanding the provisions of Paragraph 5 and 6 of this Lease,
          Landlord agrees to perform routine maintenance of the grounds of the
          Premises, including the care of the lawns, irrigation system,
          shrubbery, plantings, trees, and general landscaping and shall charge
          Tenant for such costs. In additions, Tenant shall pay, Landlord's
          actual share of owner's association charges pertaining to the Business
          Park. Tenant shall, with respect to such items, pay monthly as
          additional rent due under subparagraph 2A the reasonable cost and
          expense, including overhead of 15 % of such actual cost or expense,
          for those items. For the calendar year in which the Lease commences
          these costs are estimated to be $0.17 per square foot.

18.       Building Expansion
          ------------------
          Provided this Lease is then in full force and effect and Tenant is not
          in default beyond any applicable grace period set forth in this Lease,
          and there is no sublease for the entire Premises or assignment of any
          of Tenant's interest in the Lease, other than Permitted Transfers,
          then at Tenant's option, subject to all government regulations and the
          provision of the park covenants of record, the Building may be
          expanded up to 20,000 square feet, provided Landlord and Tenant agree
          upon the cost, financing and other terms and conditions of said
          expansion.

19.       Substantial Completion
          ----------------------
          MacGregor Associates Architects shall issue a Certificate of
          Substantial Completion (AIA Form G704) for the Building and
          Improvements to Landlord and Tenant, including a verification of the
          size of the Premises ("Substantial Completion"). Tenant shall have
          thirty (30) days from the issuance of the Certificate of Substantial
          Completion to verify the same.

20.       Governmental Compliance
          -----------------------
          Landlord represents to Tenant that on the Commencement Date, the
          Premises will be in good working order, have a temporary certificate
          of occupancy issued by the City of Marietta, GA, and shall be in
          compliance with applicable statutes, laws, ordinances, orders, rules,
          regulations, and other governmental requirements (including but not
          limited to the Americans with Disabilities Act) relating to the
          condition and occupancy of the Premises as then enforced by the City
          of Marietta, Georgia, or such other appropriate governmental
          authority.

21.       Right to Cure
          -------------
          In the event that Landlord fails to so cure any such default following
          notice as aforesaid, Tenant may cure such default and thereafter make
          written demand (with supporting documentation reasonable in detail)
          upon Landlord for the reimbursement of the reasonable cost thereof.
          Notwithstanding the foregoing, in the event of a bona fide emergency,
          if Landlord fails to perform an obligation under this Lease within
          three business day after delivery of notice there of from Tenant
          (which notice must include reference to this emergency provision),
          Tenant may cure such failure and expend such funds as reasonably
          necessary. If repair is an obligation of Landlord then Tenant may
          invoice Landlord a maximum of $2,000 per occurrence and if Landlord
          fails to pay such invoice within 15 days, Tenant may offset the amount
          thereof from Rent. This provision does not limit Tenant's right to
          recover the remaining funds from Landlord as allowed per section 24.

22.       Force Majeure
          -------------
          Notwithstanding any other provision of this Lease Agreement, when a
          period of time is herein prescribed of any action to be taken by
          Landlord or Tenant (except that this provision shall not apply to rent
          and any other monetary obligations of Tenant under this Lease
          Agreement), such party shall not be liable or responsible for, and
          there shall be excluded from the computation for any such period of
          time, any delays due to strikes, riots, acts of God, shortages of
          labor or materials, war, laws, regulations or restrictions or any
          other causes of any other kind whatsoever which are beyond the
          reasonable control of such party ("Force Majeure").

23.       Projected Delivery Date
          -----------------------
          A. Provided that this Lease Agreement is executed on or before March
          31, 2000, Landlord estimates that the Premises shall be substantially
          completed by December 31, 2000 ("Projected Delivery Date"). Landlord
          agrees to cause Landlord's general contractor to use reasonable effort
          (utilizing ordinary and customary construction practice) to have the
          Premises substantially completed prior to the Projected Delivery Date
          and Tenant agrees to reasonably cooperate with such efforts.

          B. If Landlord is unable to substantially complete the Premises by the
          Projected Delivery Date, then, the Landlord will not be in default, or
          in any manner whatsoever liable to Tenant, not will Tenant's
          obligation to

                                 Page 16 of 27
<PAGE>

          Landlord under this Lease Agreement be affected. The Projected
          Delivery Date will be extended automatically by one day for each day
          of delay caused by Tenant, Tenant's agents, contractors, vendors,
          suppliers or invitees; and Force Majeure.

          C. Provided that this Lease Agreement is executed on or before March
          31, 2000, if Landlord is unable to substantially complete the Premises
          by April 30, 2001 ("Termination Notice Date"), then and only then,
          Tenant will have the right to terminate this Lease by delivering
          written notice to Landlord, not more then thirty (30) days after the
          Termination Notice Date of its intent to terminate the Lease if
          Landlord is unable to substantially complete the Premises within
          thirty (30) days of Landlord's receipt of Tenant's notice. The
          Termination Notice Date will be extended automatically by one day for
          each day of delay caused by Tenant, Tenant's agents, contractors,
          vendors, suppliers or invitees; and Force Majeure.

24.       Definitions
          -----------
          For purposes of this Lease, the following defined terms have the
          meanings set forth below or in the section of the Lease indicated
          below:

               "Business Park" shall mean the West Oak Center as defined as the
          Property in the Amended and Restated Declaration of Covenants,
          Conditions, Reservations and Restrictions for West Oak Center, Cobb
          County Georgia

               "Landlord's Work" shall be defined as the construction and
          installation of the work described in the Basic Outline Specifications
          in Exhibit B-1 and improvements made per Exhibit B-2.

                                 Page 17 of 27
<PAGE>

                                  EXHIBIT "A"
                                  -----------

                                   WEST OAK

ALL THAT TRACT or parcel of land lying and being in Land Lots 804 and 853 of the
16th District, Cobb County, City of Marietta, Georgia, and being more
particularly described as follows:

TO FIND THE POINT OF BEGINNING, begin at a point formed by the intersection of
the northwesterly margin of the right-of-way of West Oak Parkway (100-foot
right-of-way), with the southwesterly margin of the right-of-way of West Oak
Drive (60-foot right-of-way), if said margins were extended to form an angle
instead of a curve; thence running southwesterly along the extended margin of
the right-of-way of West Oak Parkway, a distance of 499.51 feet to a point,
which is the POINT OF BEGINNING; from the POINT OF BEGINNING, as thus
established, thence running along the westerly margin of the right-of-way of
West Oak Parkway, along the arc of a curve to the left (said arc being subtended
by a chord bearing South 11(degrees)22'42" West, a distance of 264.31 feet), a
distance of 269.75 feet to a point; thence leaving the westerly margin of the
right-of-way of West Oak Parkway, and running South 81(degrees)23'17" West, a
distance of 117.87 feet to a point; thence running South 47(degrees)07'24" West,
a distance of 379.68 feet to a point; thence running North 42(degrees)52'36"
West, a distance of 617.86 feet to a point located on the southeasterly margin
of the right-of-way of West Oak Drive North 37(degrees)40'40" East, a distance
of 371.79 feet to a point; thence continuing along the southeasterly margin of
the right-of-way of West Oak Drive, along the arc of a curve to the right (said
arc being subtended by a chord bearing North 55(degrees)45'02" East, a distance
of 229.54 feet), a distance of 233.42 feet to a point; thence leaving the
southeasterly margin of the right-of-way of West Oak Drive, and running South
44(degrees)34'12" East, a distance of 368.54 feet to a point; thence running
South 70(degrees)34'12" East, a distance of 158.00 feet to a point; thence
running South 58(degrees)37'53" East, a distance of 50.00 feet to a point
located on the westerly margin of the right-of-way of West Oak Parkway, which is
the POINT OF BEGINNING, said property containing 9.395 acres, as much more
particularly shown on that certain Survey of Property for 3 Plus Limited
Partnership, dated June 18, 1998, prepared by Urban Engineers, Inc., and bearing
the seal of Nelson F. Goetz, GRLS No. 3844.

TOGETHER WITH AND SUBJECT TO, as an appurtenance to the aforedescribed property,
a non-exclusive, perpetual easement for the construction, maintenance and use of
the sanitary sewer and storm drainage lines and the sanitary sewer and storm
drainage patterns, all as shown on that certain Final Subdivision Plat of West
Oak Center, recorded in Plat Book 129, Pages 88 and 89, Cobb County, Georgia
Records.

TOGETHER WITH AND SUBJECT TO, the rights, easements and obligations set forth in
that certain Joint Driveway Easement Agreement between W. Hogewoning B.V., a
Netherlands corporation, and Collin Equities, Inc., a Texas corporation, and New
Cheshire Limited Partnership, a Georgia limited Partnership, dated April 25,
1994, and recorded in Deed Book 8216, Page 377, aforesaid records.

Subject to: (1) all matters of record as of the date hereof, (2) matters shown
on that certain Final Subdivision Plat of West Oak Center, dated December 1,
1989, prepared by Urban Engineers, Inc. and (3) any deed to secure debt.

                                 Page 18 of 27
<PAGE>

                                 EXHIBIT "A-1"
                                 -------------

                           [FLOOR PLAN APPEARS HERE]

                                 Page 19 of 27
<PAGE>

                                 EXHIBIT "B-1"



                         Basic Outline Specifications

                                      For

                          Building Shell and Sitework

                                      For


                             HomeGrocer.com, Inc.
                             (102,297 Square Feet)



                          3 Plus Limited Partnership
                                 March 6, 2000

                                 Page 20 of 27
<PAGE>

THE SITE
--------

The site is to be an approximate 9.395-acre tract of land in West Oak Center
located on West Oak Parkway, Marietta, Cobb County, Georgia.

THE BUILDING AND SITE FACILITIES
--------------------------------

The building gross area will be approximately 102,297 square feet as shown on
the site plan prepared by MacGregor Associates Architects contained in Exhibit
"A-1" (the "Site Plan"). Tenant's exclusive automobile and truck parking to be
approximately as shown on the Site Plan.

PROJECT DESIGN
--------------

3 Plus Limited Partnership will retain the services of MacGregor Associates
Architects (project architect), McCrary Engineering, Inc. (project civil
engineer) and Doran & Karwoski Architects (project landscape architect) for the
site design, architectural design, structural engineering and landscape design
of the project. The design of the building will comply with the guidelines of
Architectural Committee for West Oak/Atlanta, Inc.

PERMITS, LICENSING, FEES
------------------------

All building permit fees and water and sewer tap fees are included. One
vault/manhole and 8' director check is included. One 2" domestic water meter and
one 1" irrigation water meter are included. One 6" sewer main to the Building is
included.

SITEWORK
--------

1.   All grading and excavation will be performed in accordance with the design
     documents. A soils engineer will do a soil analysis and his recommendations
     followed during the structural design. Soil compaction tests will be taken
     during construction to insure compliance with design.
2.   A concrete curb will border all paved areas. Sidewalks will be 4" thick
     with broomed finished and will be placed in accordance with the final
     design. A 6" thick reinforced concrete truck pad will be placed at the 48"
     high loading dock area. All exterior concrete will be 3,000 PSI.
3.   Paved areas will consist of two types. The automobile parking area and
     associated drives will consist of 5' gravel base and 2' of asphalt. The
     truck drive and truck court will consist of 6" of gravel base, a 2" asphalt
     binder and 1" asphalt topping.
4.   All utilities shall be placed underground. Adequate gas, water, electrical
     power and sanitary sewer service will be brought to the building. Storm
     water runoff from both the building and paved areas will be through an
     underground storm sewer system.
5.   Offsite storm water detention shall be provided by the master detention
     facilities in West Oak Center. A detention pond is not required on the
     site.

CONCRETE
--------

1.   Slab on grade shall be 6" thick, with 4,000 PSI unreinforced concrete at 28
     days.
2.   Vapor barrier under slab is included under office area.
3.   All slabs will receive saw-cut control joints at a maximum of 20' on
     center.
4.   A clear bond sealer/hardener will be sprayed on the warehouse floor.

EXTERIOR WALLS
--------------

Exterior walls to be 7-1/4" non-insulated, load bearing concrete tilt-up panels
with a jumbo brick veneer for the projected office area.

METALS
------

1.   Building frame to be steel columns with lightweight joists and joist
     girders. The structure is to be designed by a registered structural
     engineer.
2.   Metal deck to be 22 gage painted gray.
3.   Column spacing to be 50'x40' typical per Site Plan.
4.   Warehouse height shall be an average of 24' clear to the bottom of bar
     joists.
5.   Dock canopies with 4'0" projection are included above dock doors.
6.   Pipe bollards are included at all dock doors, stairs, transformers and
     downspouts.

                                 Page 21 of 27
<PAGE>

THERMAL AND MOISTURE PROTECTION
-------------------------------

1.   Roofing system shall be .45 mil. ballasted EPDM roofing with R-14
     insulation. Cost to upgrade to R-19 insulation will be charged against
     Allowance provide in Exhibit "B-2", if requested.
2.   Roof drainage will be by means of galvanized gutters and downspouts with
     standard Kynar finish.

DOORS AND WINDOWS
-----------------

1.   Glass storefront up to 9' high is included. Storefront glass will be tinted
     insulated panels. Storefront metal will be painted aluminum (standard
     color).
2.   Two storefront doors are included.
3.   Five exterior hollow metal galvanized doors and frames are included.
4.   The building shall have four 9'0"x10'0" 48" dock high doors, sixteen 9'x10'
     38" dock high doors and one 12'0"x14'0" drive-in door, uninsulated with
     standard prefinished color. One pair of 12"x24" dock bumpers is included
     for each overhead door opening. The large overhead door shall be serviced
     by a ramp to grade level. Dock levelers, seals, locks, lights, etc. are not
     included. Tenant shall have the right to use the standard tenant
     improvement allowance or any additional tenant improvement allowance to
     install mechanical levelers dock seals and other dock equipment that will
     become a permanent improvement to the building.

FIRE PROTECTION
---------------

Complete wet pipe fire protection sprinkler system designed for .48 gpm/sf over
the most remote 2,000 S.F. with 286 degrees sprinkler heads is included. Hose
stations, in-rack sprinklers, fire pumps, mechanical smoke ventilation and draft
curtains are not included.

BASIC ELECTRICAL
----------------

1.   One 4,000-amp 277/480-volt 3-phrase service with main panel is included.
2.   Eight 150-watt incandescent soffit lights with twelve 400-watt metal halide
     wall packs with photocell are included. Exterior pole mounted security
     lights and truck charging plugs are not included.
3.   Security and fire alarm systems are not included.
4.   Two 4" PVC conduit lines for telephone service are included.
5.   Two 110v circuits are included for irrigation and telephone.

MODIFICATIONS TO BASIC OUTLINE SPECIFICATIONS
---------------------------------------------

1.  Tenant and Landlord acknowledge that the above Basic Outline Specifications
does not include all of the Tenant's project requirements referred to in the
General Requirements Build to Suit, prepared by E & Y Design and Construction,
dated 12/21/99. Tenant agrees to meet with the project architect and engineer
within twenty (20) days of the execution of this Lease Agreement to identify the
Tenant's project requirements that Tenant desires to include as part of
Landlord's shell building construction. In addition, Tenant agrees that Landlord
may deduct from the Allowance provided by Landlord to Tenant in Exhibit "B-2"
any and all design and construction management costs incurred by Landlord for
the required modifications and alterations to the Basic Outline Specifications
herein above.

2.  All modifications and alterations to the Basic Outline Specifications (the
"Modifications") are subject to Landlord's and Tenant's written approval within
five (5) days after receipt of the plans. Following Landlord's approval of the
Modifications, Landlord shall negotiate a commercially reasonable "cost plus"
fee arrangement with the general contractor for the Modifications (taking into
account consideration such matters as minimum number of bids and contractor's
charges for general conditions and overhead. The cost of Modifications for the
purpose of billing to Tenant shall equal the cost to Landlord of the design and
construction of Modifications (including contractor's fee (not to exceed 7%) and
a construction management fee to Landlord's agent equal to 4% of the first
$500,000.00 in cost of the Modifications and 2% of the cost of the Modifications
above $500,000.00). The cost of Modifications shall be supported by a change
order or similar document, which shall be approved by Tenant.

3.  All costs and expenses incurred in the design and construction of the
Modifications shall be borne by Tenant (the "Tenant Modification Costs") The
Tenant Modification Costs shall be payable as follows:

     (a)  Tenant shall pay to Landlord, within 5 days from delivery of
          Landlord's invoice to Tenant (prior to the commencement of the
          contraction of the Modifications) an amount equal to 90% of such
          Tenant Modification Costs (as then estimated by Landlord);
     (b)  Upon completion of the Modifications, Tenant shall pay to Landlord
          within 5 days from delivery of Landlord's invoice to Tenant, the
          remaining 10% of such Modification Cost;
     (c)  Following Substantial Completion, Landlord will reconcile Landlord's
          estimate of the Tenant Modification Costs with the actual Tenant
          Modification Costs. If the amount paid by Tenant as Tenant
          Modification Costs per 3 (a) and 3 (b) above, is greater than the
          actual Tenant Modification Costs the Landlord will refund the
          difference in Tenant Modification

                                 Page 22 of 27
<PAGE>

          Costs. If the amount paid by Tenant as Tenant Modification Costs per 3
          (a) and 3 (b) above, is less than the actual Tenant Modification Costs
          Tenant will pay to Landlord as additional rent the difference in
          Tenant Modification Costs.

4.  If Tenant requests any changes to the Modifications, Tenant shall present
Landlord with revised drawings and specifications for Landlord's approval.
Landlord's contractor shall produce a change order for such change to the plans
which will include the price and time delay, if any, to the Substantial
Completion of the building. Upon receipt of contractors change order, Tenant
will have 5 days to approve the same, if after five days no approval is given,
then the change order is deemed rejected by the Tenant. Any increase in the
costs of the Modifications as a result of the changes will be the responsibility
of Tenant. In addition, should Tenant's request for a change in the
Modifications cause a delay in the Substantial Completion of the Modifications,
then, without prejudice to the provisions hereof, Landlord shall have the right
to refuse to permit the making of such changes unless and until Tenant shall
have executed then a stipulation and agreement in writing stating that the
Commencement Date of the lease shall occur prior to the Substantial Completion
of the Premises.

5.  Tenant shall pay to Landlord in accordance with the provisions of hereof any
actual out-of-pocket costs incurred by Landlord for costs resulting from the
fact that the Modifications are required to be changed in order to conform to
the plans and specifications for the building or governmental requirements, to
the extent that such plans and specifications or government requirements were
modified after approval of the Modifications and were the result of changes
which were beyond Landlord's control.

6.  Landlord shall provide Tenant with architectural and engineering drawings
for the Building and sitework as specified in Exhibit B-1 for use in Tenant's
determination of necessary changes and evaluation of costs of change orders.

                                 Page 23 of 27
<PAGE>

                                 EXHIBIT "B-2"
                                 -------------

                             IMPROVEMENT AGREEMENT

1.   The Premises are rented in "as-is" condition, except as expressly stated
     elsewhere in this Lease, without any additional improvements to be rendered
     by Landlord, other than those improvements as described in this Exhibit B-
     2.

2.   Tenant shall use the services of MacGregor Associates Architects, subject
     to Tenants receipt and approval of the contract between Landlord and
     MacGregor Associates Architects, to assist Tenant in the preparation of
     drawings, plans and specifications (the "Plans") for the construction of
     tenant interior improvements to the Premises (the "Improvements"). Tenant
     agrees to diligently pursue the completion of the Plans within twenty (20)
     days of the execution of this Lease Agreement. The Plans shall be subject
     to Landlord's and Tenant's approval within five (5) days after receipt of
     the Plans. All costs of preparing the Plans, including Landlord's architect
     costs, shall be applied against the Allowance (as herein defined).

3.   Tenant shall receive an improvement allowance ("Allowance") of Four Hundred
     Fifty Two Thousand Dollars and 00/100 ($452,500.00) to be applied to the
     cost and expense incurred in the design and construction of all standard
     Improvements to the Premises and Building, including approximately 10,000
     square feet of office area, standard warehouse heating and lighting and
     such other improvements as provided in this Lease Agreement. Any costs of
     improving the Premises and Building over the amount of the Allowance shall
     be payable by Tenant. In the event the Allowance is not fully utilized,
     Landlord shall retain any and all unutilized portion of the Allowance.

4.   Following the approval in writing by Landlord of the Plans (the "Approved
     Plans"), Landlord shall Landlord shall negotiate a commercially reasonable
     "cost plus" fee arrangement with the general contractor for the
     Improvements (taking into account consideration such matters as minimum
     number of bids and contractor's charges for general conditions and
     overhead. The cost of Improvements for the purpose of billing to Tenant
     shall equal the cost to Landlord of the design and construction of
     Improvements (including contractor's fee and a construction management fee
     to Landlord's agent equal to 4% of the first $500,000.00 in cost of the
     Improvements and 2% of the cost of the Improvements above $500,000.00). In
     addition, the cost of Improvements shall be supported by a change order or
     similar documentation, which shall be approved by Tenant.

5.   All costs and expenses incurred in the design and construction of the
     Improvements which exceed the Allowance shall be borne by Tenant (the
     "Tenant's Costs"). The Tenant's Costs shall be payable as follows:

     (a)  Tenant shall pay, within 5 days from delivery of Landlord's invoice to
          Tenant, to Landlord prior to the commencement of the construction of
          the Improvements, an amount equal to 90% of such Tenant's Costs (as
          then estimated by Landlord);
     (b)  Upon completion of the Improvements, Tenant shall pay to Landlord
          within 5 days from delivery of Landlord's invoice to Tenant, the
          remaining 10% of such Tenant's Cost;
     (c)  Upon completion of the Improvements, Landlord will reconcile
          Landlord's estimate of the Tenant's Costs with the actual Tenant's
          Cost. If the amount paid by Tenant as Tenant's Costs prior to
          commencement of construction, par Paragraph 5 (a) of this Exhibit B,
          is greater than the actual Tenant's Costs the Landlord will refund the
          difference in Tenant's Costs. If the amount paid by Tenant as Tenant's
          Costs prior to commencement of construction, per Paragraph 5 (a) of
          this Exhibit B, is less than the actual Tenant's Costs the Tenant will
          pay to Landlord as additional rent the difference in Tenant's Costs.

6.   If Tenant requests any changes in the Approved Plans, Tenant shall present
     Landlord with revised drawings and specifications for Landlord's approval.
     Landlord's contractor shall produce a change order for such change to the
     Approved Plans which will include the price and time delay, if any, to the
     Substantial Completion of the building. Upon receipt of contractors change
     order, Tenant will have 5 days to approve the same, if after five days no
     approval is given, then the change order is deemed rejected by the Tenant.
     Any increase in the costs of the Improvements as a result of the changes
     will be the responsibility of Tenant. In addition, should Tenant's request
     for a change in the Approved Plans cause a delay in the Substantial
     Completion of the Improvements, then, without prejudice to the provisions
     hereof, Landlord shall have the right to refuse to permit the making of
     such changes unless and until Tenant shall have executed then a stipulation
     and agreement in writing stating that the Commencement Date of the lease
     shall occur prior to the Substantial Completion of the Premises.

7.   Tenant shall pay to Landlord in accordance with the provisions of hereof
     any actual out-of-pocket costs incurred by Landlord for costs resulting
     from the fact that the Approved Plans are required to be changed in order
     to conform to the plans and specifications for the building or governmental
     requirements, to the extent that such plans and specifications or
     government requirements were modified after approval of the Approved Plans
     and were the result of changes which were beyond Landlord's control.

                                 Page 24 of 27
<PAGE>

                                  EXHIBIT "C"
                                  -----------

            SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
            -------------------------------------------------------

  THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT made this ______
day of _____, _______, among WACHOVIA BANK, N.A., a national banking association
chartered pursuant to the laws of the United States of America (hereinafter
referred to as "Lender") ________________, (hereinafter referred to as
"Tenant") ____________________, (hereinafter collectively referred to as
"Landlord").

                                  WITNESSETH:
                                  ----------

  WHEREAS, Landlord and Tenant entered into that certain Lease Agreement
(hereinafter referred to as the "Lease") dated as of
__________, relating to the premises described in Exhibit A attached hereto and
                                                  ---------
by this reference made a part hereof (hereinafter referred to as the
"Premises"); and

  WHEREAS, Tenant intends to occupy the Premises as a_____________ store; and

  WHEREAS, in reliance upon the foregoing, Lender has made or has committed to
make a loan to Landlord in the principal amount of $__________ (hereinafter
referred to as the "Loan") secured by a deed to secure debt, assignment and
security agreement (hereinafter referred to as the "Security Instrument") which
contains an assignment of leases and rents from Landlord to Lender covering the
Premises; and

  WHEREAS, Tenant has agreed that the Lease shall be subject and subordinate to
the Security Instrument held by Lender, provided Tenant is assured of continued
occupancy of the Premises under the terms of the Lease;

  NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained, the sum of Ten Dollars ($10.00) and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
and notwithstanding anything in the Lease to the contrary, it is hereby agreed
as follows:

  1. Lender, Tenant and Landlord do hereby covenant and agree that the Lease
with all rights, options, liens and charges created thereby, is and shall
continue to be subject and subordinate in all respects to the Security
Instrument and to any renewals, modifications, consolidations, replacements and
extensions thereof and to all advancements made thereunder.

  2. Lender does hereby agree with Tenant that, in the event Lender becomes the
owner of the Premises by foreclosure, conveyance in lieu of foreclosure or
otherwise, so long as Tenant complies with and performs its obligations under
the Lease, (a) Lender will take no action which will interfere with or disturb
Tenant's possession or use of the Premises or other rights under the Lease, and
(b) the Premises shall be subject to the Lease and Lender shall recognize Tenant
as the tenant of the Premises for the remainder of the term of the Lease
(including renewal options) in accordance with the provisions thereof, provided,
however, that Lender shall not be subject to any offsets or defenses which
Tenant might have against any prior landlord except those which arose under the
provisions of the Lease out of such landlord's default and accrued after Tenant
had notified Lender and given Lender the opportunity to cure same as hereinbelow
provided, nor shall Lender be liable for any act or omission of any prior
landlord, nor shall Lender be bound by any rent or additional rent which Tenant
might have paid for more than the current month to any prior landlord nor shall
it be bound by any amendment or modification of the Lease made without its
consent.

  3. Tenant does hereby agree with Lender that, in the event Lender becomes the
owner of the Premises by foreclosure, conveyance in lieu of foreclosure or
otherwise, then Tenant shall attorn to and recognize Lender as the landlord
under the Lease for the remainder of the term thereof (including renewal
options), and Tenant shall perform and observe its obligations thereunder,
subject only to the terms and conditions of the Lease. Tenant further covenants
and agrees to execute and deliver upon request of Lender, or its assigns, an
appropriate agreement of attornment to Lender and any subsequent titleholder of
the Premises.

  4. So long as the Security Instrument remains outstanding and unsatisfied,
Tenant will mail or deliver to Lender, at the address and in the manner
hereinbelow provided, a copy of all notices permitted or required to be given to
the Landlord by Tenant under and pursuant to the terms and provisions of the
Lease. At any time before the rights of the Landlord shall have been forfeited
or adversely affected because of any default of the Landlord, or within the time
permitted the Landlord for curing any default under the Lease as therein
provided (but not less than sixty (60) days from the receipt of notice), Lender
may, but shall have no obligation to, pay any taxes and assessments, make any
repairs and improvements, make any deposits or do any other act or thing
required of the Landlord by the terms of the Lease; and all payments so made and
all things so done and performed by Lender shall be as effective to prevent the
rights of the Landlord from being forfeited or adversely affected because of any
default under the Lease as the same would have been if done and performed by the
Landlord. Nothing contained herein shall be construed as an obligation of Lender
to cure such default. Furthermore, nothing contained herein or in the Lease
shall create any express or implied obligation on the part of Lender to complete
construction of the "improvements" under the Lease in the event of default by
Landlord or in the event Lender acquires the Premises by foreclosure or deed in
lieu of foreclosure.

                                 Page 25 of 27
<PAGE>

  5. Tenant acknowledges that Landlord will execute and deliver to Lender an
assignment of the Lease as a security for the Loan, and Tenant hereby expressly
consents to such assignment.

  6. Landlord and Tenant hereby certify to Lender that the Lease has been duly
executed by Landlord and Tenant and is in full force and effect; that the Lease
and any modifications and amendments specified herein are a complete statement
of the agreement between Landlord and Tenant with respect to the leasing of the
Premises, and the Lease is in default thereunder; that no rent under the Lease
has been paid more than thirty (30) days in advance of its due date; and that
Tenant, as of this date, has no charge, lien or claim of offset under the Lease,
or otherwise, against the rents or other charges due or to become due
thereunder.

  7.  Unless and except as otherwise specifically provided herein, any and all
notices, elections, approvals, consents, demands, requests and responses thereto
("Communications") permitted or required to be given under this Agreement shall
be in writing, signed by or on behalf of the party giving the same, and shall be
deemed to have been properly given and shall be effective upon the earlier of
receipt thereof or deposit thereof in the United States mail, postage prepaid,
certified with return receipt requested, to the other party at the address of
such other party set forth hereinbelow or at such other address within the
continental United States as such other party may designate by notice
specifically designated as a notice of change of address and given in accordance
herewith; provided, however, that the time period in which a response to any
Communication must be given shall commence on the date of receipt thereof; and
provided further that no notice of change of address shall be effective with
respect to Communications sent prior to the time of receipt thereof. Receipt of
Communications hereunder shall occur upon actual delivery whether by mail
telecopy transmission, messenger, courier service, or otherwise) to an
individual party or to an officer or general or limited partner of a party or to
any agent or employee of such party at the address of such party set forth
hereinbelow, subject to change as provided hereinabove. An attempted delivery in
accordance with the foregoing, acceptance of which is refused or rejected, shall
be deemed to be and shall constitute receipt; and an attempted delivery in
accordance with the foregoing by mail, messenger, or courier service (whichever
is chosen by the sender) which is not completed because of changed address of
which no notice was received by the sender in accordance with this provision
prior to the sending of the Communication shall also be deemed to be and
constitute receipt. Any Communication, if given to Lender, must be addressed as
follows, subject to change as provided hereinabove:

          Wachovia Bank, N. A.
          Real Estate Finance Division
          30th Floor, Mail Code 1810
          191 Peachtree Street
          Atlanta, Georgia 30303

and, if given to Tenant. must be addressed as follows, subject to change as
provided hereinabove:

               _______________________
               _______________________
               _______________________

and, if given to Landlord, shall be addressed as follows:


               _______________________
               _______________________
               _______________________

               8. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, legal representatives,
successors, successors-in-title and assigns. When used herein, the term
"landlord" refers to landlord and to any successor to the interest of Landlord
under the Lease.

                                 Page 26 of 27
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the date first above written.

                                             LENDER:
                                             -------

As to Lender, signed                         WACHOVIA BANK, N.A.
sealed and delivered in
the presence of:

___________________________             By:____________________________
Unofficial Witness                               [Name of Bank Officer]
                                                 [Title of Bank Officer]

                                             (BANK SEAL)
___________________________
     Notary Public

Commission Expiration Date:

 __________________________
      (NOTARIAL SEAL)


                                             TENANT:
                                             ------

As to Tenant, signed
sealed and delivered in
the presence of:                         ________________________________

___________________________                By:________________________
Unofficial Witness                         Its:_______________________

                                             (CORPORATE SEAL)
___________________________
      Notary Public

Commission Expiration Date:

 __________________________
      (NOTARIAL SEAL)

                                             LANDLORD:
                                             --------

As to Landlord, signed,                  _______________________________
sealed and delivered in                  _______________________________
the presence of:

__________________________         By:________________________
Unofficial Witness               Title:__________________________

__________________________
Notary Public

Commission Expiration Date:


__________________________

  (NOTARIAL SEAL)

                                 Page 27 of 27