AMENDMENT TO LEASE AND CONSENT AGREEMENT

         THIS AMENDMENT TO LEASE AND CONSENT AGREEMENT ("Consent  Agreement") is
entered into this 30th of December,  1997 by and between  KMART  CORPORATION,  a
Michigan corporation, whose address is 3100 West Big Beaver Road, Troy, Michigan
48084  ("Kmart")  and DAVID E. BAKER and JOANN S.  BAKER,  his wife,  and LEE J.
BAKER and PATRICIA M. BAKER, his wife, whose address is 1400 Pickens Street, 5th
Floor,  Columbia,  South Carolina 29201 ("Landlord"),  and COMMUNITY BANKSHARES,
INC., a South  Carolina  Bank Holding  Company,  whose address is P.O. Box 6045,
Florence, South Carolina 29502-6045 ("Tenant").


                                   WITNESSETH:

         WHEREAS,  by Lease dated July 1,1968 and amended  January  27,1992 (the
"Kmart Lease"),  Kmart leased from Landlord the buildings and site  improvements
located on a certain  parcel of land located in the City of Florence,  County of
Florence,  State of South Carolina, more particularly described on Exhibit A and
attached hereto and made a part of hereof (the "Kmart Demised Premises"); and

         WHEREAS,  Landlord  desires to lease to Tenant a certain parcel of land
containing  approximately  75,462  square feet located  within the Kmart Demised
Premises,  said  parcel  described  on Exhibit  A-1 and shown on Exhibit B, both
exhibits  being  attached  hereto  and  made a part  hereof  ("Tenant's  Demised
Premises"); and

         WHEREAS,  Tenant  plans to  construct  a 7,500 sq.  foot  building  and
associated  improvements,  including  43 parking  spaces,  on  Tenant's  Demised
Premises (collectively, the "Improvements").

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants and agreements herein contained, the parties hereto agree as follows:

         1. Kmart's Acknowledement of Ground Lease. Kmart hereby consents to the
lease between Landlord and Tenant attached hereto and made a part hereof, a copy
of which lease is attached  hereto as Exhibit C (the "Tenant  Lease").  Landlord
and Tenant agree to perform their respective obligations under the Tenant Lease.
Kmart  shall  not  be  responsible  for  or  obligated  to  perform  any  of the
obligations  of Landlord or Tenant under the Tenant Lease,  or be liable for any
default  thereunder  by  Landlord  or Tenant.  Landlord  hereby  discharges  and
releases  Kmart  from all  obligations  under the Kmart  Lease  with  respect to
Tenant's Demised  Premises,  and the "common areas" as defined in Paragraph 9 of
the Kmart Lease are herebv  amended to exclude  the  Tenant's  Demised  Premises
therefrom;  provided,  however, should the Tenant Lease terminate or be rejected
in bankruptcy for any reason and the Kmart Lease continue, the Landlord shall be
obligated  to obtain  Kmart's  consent for any  subsequent  use of the  Tenant's
Demised  Premises on terms consistent with the provisions and conditions of this
Agreement.

         2.  Payment to  Broker/Kmart.  For so long as both the Tenant Lease and
the Kmart Lease shall be in effect the Landlord  shall  receive and disburse the
monthly  rental  payments as a fiduciary  on behalf of  Landlord  and Kmart,  in
accordance  with the terms hereof.  Landlord shall pay directly to CB Commercial
Real Estate Group,  Inc. ("CB  Commercial") at such place as CB Commercial shall
designate in writing from time to time,  an amount equal to one hundred  percent
(100%) of the  monthly  rent  payable  under the  Tenant  Lease on each date for
payment of rent  under the Tenant  Lease  until such time as CB  Commercial  has
received  Twenty-Two  Thousand Three Hundred Twenty and No/100 Dollars ($22,320)
in rent from Tenant  (representing all commissions payable by Landlord and Kmart
with respect to the Tenant Lease).  After CB Commercial is fully paid,  Landlord
shall pay directly to Kmart, as consideration and compensation for this consent,
at such place as Kmart shall  designate in writing from time to time,  an amount
equal to fifty  percent (50%) of the monthly rent payable under the Tenant Lease
on each date for payment of rent under the Tenant Lease. Such compensation shall
be paid to  Kmart  when  due,  without  notice  or  demand.  If any  amount,  as
hereinabove  provided,  shall  not be paid by  Landlord,  Landlord  shall pay to
Kmart,  upon demand,  interest at the rate of twelve  percent (12%) per annum or
the highest rate  permitted  by law,  whichever is lower on such amount from the
due date thereof until paid.  Landlord  shall not be entitled to any  abatement,
reduction,  set-off,  counterclaim,  defense or  deduction  with  respect to any
payment due to Kmart hereunder.

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         3. Remedies.  In the event of Landlord's default in payment of the sums
due Kmart hereunder,  Kmart shall have (i) the right to deduct any past due sums
owing to Kmart by Landlord from the rent payable by Kmart to Landlord  under the
Kmart Lease, and (ii) all other remedies  available to Kmart in law or in equity
as a result of Landlord's default hereunder.

         4. Access.  Tenant  shall  establish  and maintain on Tenant's  Demised
Premises  (independent of parking available on any other portion of the property
depicted  on  Exhibit  B)  parking  of  at  least  the  minimum  requirement  as
established by applicable  governmental authority for a building of the size and
use to be constructed by Tenant on Tenant's Demised Premises, and as approved in
writing by Kmart. Both Tenant and Kmart covenant and agree that each party shall
prohibit their respective employees from parking on the other party's property.

         5. Construction of Improvements.  No buildings or improvements shall be
constructed on Tenant's Demised Premises except in accordance with: (i) the site
plan,  elevation and exterior detail plans therefor approved by Kmart in writing
prior to the  commencement of construction  and (ii) the terms and conditions of
all matters of record as set forth in the Title Report,  as defined in Paragraph
11. No construction  activity on Tenant's  Demised Premises shall interfere with
the operation or use of Kmart's Demised Premises.  No signs or exterior lighting
may be  erected  or  placed on  Tenant's  Demised  Premises  except as have been
previously   approved  by  Kmart  in  writing,   which  approval  shall  not  be
unreasonably  withheld,  and as are in conformance  with all the requirements of
all laws,  ordinances,  codes, orders, rules and regulations of all governmental
authorities  having  jurisdiction  over Tenant's Demised  Premises  ("Government
Regulations"). Tenant shall submit to Kmart, for Kmart's approval complete plans
and  specifications  for  the  Improvements,   including,   without  limitation,
dimensions  for  the  Tenant's  proposed  building,  the  placement,   size  and
configuration of signs and satisfactory  evidence that Tenant's Demised Premises
can  accommodate  a  7,500  square  foot  building  with  adequate  parking  and
information concerning Tenant's procedure for mobilization,  phasing and storage
of  materials  and   equipment,   sufficient   for  Landlord  to  ascertain  any
interference  with customary  operations of the site which may occur as a result
of Tenant's construction  activities  ("Tenant's Plans and Specifications").  If
Kmart disapproves Tenant's Plans and Specifications,  Kmart shall provide Tenant
with a detailed statement as to the changes required for approval.  Tenant shall
have fifteen days after Tenant's receipt of Kmart's  disapproval to either:  (i)
submit  revised  plans and  specifications  to Kmart that  comply  with  Kmart's
detailed statement of required changes, or (ii) terminate this Consent Agreement
and the Tenant Lease by written notice  thereof to Kmart.  If Tenant's Plans and
Specifications  are  accompanied  by written  notice  stating the  deadline  for
response and the consequence  for failure to timely respond,  Kmart's failure to
give notice to Tenant of its approval or disapproval within forty-five (45) days
of its receipt of Tenant's  Plans and  Specifications,  when  required to do so,
shall  be  deemed  Kmart's  approval.  Notwithstanding  anything  herein  to the
contrary,  no building or other  structure to be  constructed by Tenant or to be
caused to be constructed by Tenant on any portion of Tenant's  Demised  Premises
shall  exceed  one (1) story or twenty  four (24) feet in height,  whichever  is
smaller,  and shall contain no more than 7,500 square feet.  Notwithstanding the
foregoing,  Tenant  shall  have  the  right to  construct  one (1)  clear  tower
extending to a height of thirty-seven (37) feet on Tenant's Demised Premises and
the pitch of the roof may extend to a height of twenty-nine (29) feet.

         6.  Structural  Changes  or  Alterations.  Tenant  shall  not  make any
structural  changes or  alterations  to the  exterior of the  building or to the
Improvements,  without  Kmart's  prior  written  approval  of  the  engineering,
architectural  and exterior detail plans  therefor,  which approval shall not be
unreasonably withheld, conditioned or delayed.

         7.  Construction  Activity.   Tenant  covenants  and  agrees  that  the
Improvements shall be constructed without cost or expense to Landlord,  Kmart or
Landlord's  mortgagee and, in accordance with all Government  Regulations.  Such
construction  shall be  performed in a manner that will not  interfere  with the
business  and use of Kmart's  Demised  Premises by Kmart and any other owners or
occupants  thereof.  Throughout the duration of this Consent  Agreement,  Tenant
agrees  that  the  Improvements,  including,  but  notlimited  to all  plumbing,
electrical, heating, air conditioning and ventilation equipment and systems, and
all other  equipment,  will be installed,  operated and maintained in accordance
with  all  laws,   regulations  and  requirements  of  any  and  all  Government
Regulations, at Tenant's sole cost and expense.

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         8. Real Estate Taxes.  (a) Tenant shall pay or cause to be paid, as and
when same shall  become  due,  all real  property  taxes,  assessments,  use and
occupancy taxes, development fees, impact fees, fees in lieu of taxes, water and
sewer charges, rates and rents, charges for public utilities,  excises,  license
and permit fees and other  charges,  real and  personal,  general  and  special,
ordinary and extraordinary,  foreseen and unforeseeable,  of any kind and nature
whatsoever,  which shall or may during the term of the Tenant Lease be assessed,
levied, charged, confirmed, or imposed upon or become payable out of or become a
lien on Tenant's Demised Premises,  the Improvements or Tenant's property or any
part thereof (the "Impositions").

         (b)  Landlord  shall  notify  Tenant,  in writing,  as to the amount of
Impositions  Tenant shall be required to pay in  accordance  with the  foregoing
provisions of this Paragraph 8, and Tenant will pay such Impositions directly to
Landlord  providing  notice within  twenty (20) days of Tenant's  receipt of the
notification.  Such written notification from Landlord shall be accompanied by a
copy of the tax  bill  and  such  information  as may be  required  to show  how
Tenant's portion of such Imposition was calculated.

         9. Insurance.  (a) Tenant shall,  at its sole cost and expense,  obtain
and  maintain,  commencing  with the  Effective  Date (as  defined in the Tenant
Lease)  and  continuing  throughout  the  term of the  Tenant  Lease,  insurance
policies providing the following coverages:

         (i)  All-risk or fire and extended  coverage  insurance  against  fire,
vandalism,  malicious mischief,  sprinkler leakage and such additional perils as
now are or hereafter may be included in a standard extended coverage endorsement
from time to time in general  use in the State  within  which  Tenant's  Demised
Premises are located (the "State"),  insuring Tenant's Demised Premises, and all
fixtures and equipment  pertaining  thereto, in an amount equal to not less than
the full  replacement  value  thereof  (exclusive  of the  cost of  excavations,
foundations  and footings) and, in any event, in at least such an amount as will
prevent the Tenant from becoming a co-insurer  under the terms of such insurance
policy;

         (ii) A comprehensive policy of general liability insurance,  protecting
against  any  liability  occasioned  on or about  any part of  Tenant's  Demised
Premises or appurtenances  thereto, or arising from any of the acts set forth in
Paragraph 10 hereof against which the Tenant is required to indemnify  Kmart and
Landlord,  with such policy to be in the minimum amount of Three Million Dollars
($3,000,000.00) single limit coverage;

         (iii) Workmen's  compensation  insurance having such limits,  and under
such terms and conditions, as are required by applicable law;

         (iv)  During  the  period  of  any   construction,   reconstruction  or
alteration  of any  Improvements  upon  the  Demised  Premises,  builder's  risk
insurance in an amount equal to the completed value of such Improvements; and

         (v) Contractual  liability insurance insuring the Tenant's  obligations
set  forth in the  Tenant  Lease  with a minimum  limit of not less  than  Three
Million  Dollars  ($3,000,000.00)  or such  higher  limit  as the  Landlord  may
reasonably require from time to time.

         (b) All  insurance  policies  required  to be procured  and  maintained
hereunder by Tenant shall:  (i) be issued by financially  responsible  insurance
companies  authorized  to do business  in the State;  (ii) be written as primary
policy coverage and not contributing with or in excess of any coverage which the
Landlord or Kmart may carry;  (iii) insure and name the Landlord,  Kmart and any
mortgagee  of the shopping  center as  additional  insureds as their  respective
interests  may  appear;  and (iv)  contain  an  express  waiver  of any right of
subrogation  by the  insurance  company  against the  Landlord,  Kmart and their
agents and  employees.  Neither the issuance of any  insurance  policy  required
hereunder, nor the minimum limits specified herein with respect to any insurance
coverage,  shall be  deemed to limit or  restrict  in any way the  liability  of
Tenant (and/or its  contractors or  subcontractors)  arising under or out of the
Tenant  Lease.  Any  insurance  required to be carried  hereunder may be carried
under a blanket policy covering Tenant's Demised Premises and other locations of
the Tenant,  provided  that the policy  does not  include a so-called  "pro rata

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distribution"  clause,  and provided that the amount of insurance required to be
provided  hereunder  shall not be diminished  thereby.  Each and every insurance
policy  required  to be carried  hereunder  by or on behalf of the Tenant  shall
provide (and any  certificate  evidencing  the existence of each such  insurance
policy shall certify) that,  unless the Landlord and Kmart shall first have been
given ten (10) days' prior written notice  thereof:  (i) such  insurance  policy
shall not be canceled  and shall  continue  in full force and  effect,  (ii) the
insurance  carrier  shall  not,  for any reason  whatsoever,  fail to renew such
insurance  policy,  and (iii) no material  changes may be made in such insurance
policy (which shall also require the Landlord's and Kmart's approval).

         10. Indemnification.  Tenant and Landlord, jointly and severally, agree
to defend,  indemnify and hold harmless Kmart, its successors and assigns,  from
and  against  (i) any and all  claims,  actions,  damages,  liability,  cost and
expense,  including reasonable attorney's fees, in connection with loss of life,
personal  injury and/or damage arising from or out of any occurrence in, upon or
at Tenant's  Demised  Premises,  or in connection  with the  construction of any
improvements,  use,  occupation,  possession or  management of Tenant's  Demised
Premises,  (ii) any and all Impositions owing on Tenant's Demised Premises,  and
(iii) all  expenses,  liens or claims  incurred or asserted by reason of or with
respect to any construction activity and any environmental  investigations on or
for the benefit of Tenant's Demised Premises.

         11.  Evidence  of  Title.  Prior  to  the  execution  of  this  Consent
Agreement,  Tenant,  at its sole  cost and  expense,  shall  furnish  to Kmart a
preliminary  title report or other evidence of title  satisfactory to Tenant and
Kmart (the  "Title  Report").  Such  report or  evidence of title shall show the
legal  description of Tenant's Demised Premises and any easements,  encumbrances
or other matters affecting  Tenant's Demised  Premises.  Within thirty (30) days
following the full execution of this Consent Agreement, Tenant, at its sole cost
and expense,  shall also furnish to Kmart a survey of Tenant's  Demised Premises
by a duly licensed surveyor which shall show the location, area boundaries,  and
dimensions  and  total  area of the  Tenant's  Demised  Premises,  its  relative
location  with  respect to streets  or  highways,  the  location  of  utilities,
building  setbacks,   easements  or  reservations   (including,   the  recording
information  of  each  item),  and  that  there  are  not  encroachments  of any
improvements adjoining Tenant's Demised Premises.

         12. Amendment.  Assignment or Subletting.  No amendment,  modification,
assignment or sublease  under the Tenant Lease,  or leasing or re-leasing of the
Tenant's  Demised  Premises,  shall be effective  against  Kmart in the event it
adversely affects,  infringes upon or reduces the rights of Kmart. If the Tenant
Lease terminates,  any new lease shall be subject to the terms and conditions of
this  Agreement,  including but not limited to payment to Kmart of fifty percent
(50%) of the  renal  revenue.  Tenant  agrees  not to  assign  or in any  manner
transfer  the Tenant  Lease or any  estate or  interest  therein,  or sublet any
portion of Tenant's Demised Premises without the prior written consent of Kmart,
which shall not be  unreasonably  withheld.  Kmart's consent shall be contingent
upon  receipt  of proof  acceptable  to Kmart  that the  proposed  subtenant  or
assignee  (a) has a net worth  which is at least  equal to that of Tenant at the
time of (i) execution or (ii)  assignment or  subleasing,  whichever is greater,
and (b) has at least five years business experience operating in the same use as
proposed  for  its use of the  Tenant's  Demised  Premises.  The  making  of any
assignment,  transfer,  subletting,  leasing or re-leasing, in whole or in part,
with  Kmart's  consent  shall not operate to relieve  Tenant of its  obligations
hereunder,  and shall not  constitute a waiver of Kmart's  rights to approve any
further  leasing or  re-leasing  of the Tenant's  Demised  Premises by Landlord.
Notwithstanding  the foregoing,  Tenant shall have the right to assign the lease
to an affiliate or a subsidiary  corporation of Tenant  provided such assignment
does not operate to relieve the Tenant of its obligations hereunder.

         13. Eminent  Domain.  (a) If the Tenant Lease is terminated as a result
of all or  substantially  all of Tenant's  Demised  Premises  being taken by any
public  authority  under  the  power of  eminent  domain,  then the term of this
Consent  Agreement shall cease as of the day such  possession  shall be taken by
such public  authority and all amounts due hereunder shall be paid up to the day
of such  possession.  All amounts paid  hereunder in advance and pertaining to a
period beyond the date of such possession shall be  proportionately  refunded by
Kmart.

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         In the event of a taking of the whole or substantially  all of Tenant's
Demised Premises, Kmart shall be entitled to receive the award for the taking of
its interest in Tenant's Demised Premises including, without limitation, Kmart's
lost  interest in rental  income but such award for Kmart's  interest  shall not
preclude Tenant from any reward for the value of its leasehold interest.

         (b) In the event of a taking that does not result in a  termination  of
the Tenant  Lease,  Tenant,  at its sole cost and  expense,  shall  proceed with
reasonable diligence to repair,  alter and restore the improvements  constructed
on Tenant's  Demised  Premises to their former  condition to the extent that the
same may be feasible, subject to such changes or alterations as Tenant may elect
to make in conformity with Paragraph 6 hereof.  Upon completion of the repair or
restoration of Tenant's  Demised  Premises and the  improvements  constructed on
Tenant's Demised Premises,  Tenant shall deliver to Landlord and Kmart a copy of
the certificate of occupancy for Tenant's  Demised Premises and the improvements
constructed on Tenant's Demised  Premises.  If a certificate of occupancy is not
provided by the local governmental  entity,  Tenant will deliver to Landlord and
Kmart  such  other  evidence  from  the  local  governmental  entity  in a  form
reasonably  satisfactory  to Landlord  and Kmart which  shall  permit  Tenant to
occupy Tenant's Demised Premises.

         14. Use,  Operation and  Maintenance of Premises.  (a) Tenant shall use
and occupy Tenant's  Demised Premises during the continuance of the Tenant Lease
solely for the purpose of the operation of a Community Bank branch  facility and
for no other  purpose or purposes  without the prior  written  consent of Kmart,
which  consent  may be  withheld  for any or no  reason,  in  Kmart's  sole  and
unfettered  discretion.  Tenant  agrees to operate  Tenant's  business  from the
entire building  located on Tenant's  Demised Premises during the entire term of
the Tenant  Lease  unless  prevented  from doing so because of fire,  accidents,
strikes  or acts  of God,  and to  conduct  its  business  in a high  class  and
reputable manner.  Tenant shall promptly comply with all laws and ordinances and
lawful  orders and  regulations  affecting  Tenant's  Demised  Premises  and the
cleanliness,  safety,  occupancy  and use of same.  Tenant  shall keep  Tenant's
Demised Premises orderly, neat, safe and clean and free from rubbish and dirt at
all times,  shall  store all  merchandise,  supplies  and  equipment  within the
building or other  structures  located on Tenant's Demised Premises from time to
time,  and shall  store all trash and  garbage  outside  said  building or other
structures  in a dumpster  within an  enclosure  adjacent  to said  building  or
structures.  Tenant  shall not burn any trash or garbage at any time on Tenant's
Demised Premises.

         (b) Tenant's rights and interests in Tenant's  Demised Premises will be
subject to (i) all taxes, assessments,  easements,  agreements and other matters
affecting  Tenant's  Demised  Premises  whether of record or not,  and  (ii).alI
applicable zoning rules, restrictions,  regulations, resolutions, and ordinances
and building  restrictions  and  governmental  regulations now or hereinafter in
effect.

         (c) In the event of  destruction or damage from fire or any casualty to
the Improvements,  Tenant shall promptly, but in no event later than one hundred
and eighty (180) days from the date of such destruction or damage,  either:  (a)
rebuild  and  repair  the  same to at  least  substantially  the  same  size and
condition as such was in immediately  preceding such fire or casualty; or (b) at
its own  expense,  raze and remove the  Improvements,  pave,  stripe,  light and
maintain  Tenant's  Demised  Premises for use as part of the common areas of the
Shopping Center, in which event the owners,  occupants,  customers and employees
of  the  Shopping  Center  shall  have  and  are  hereby  granted  by  Tenant  a
non-exclusive  easement for ingress,  egress and parking over and upon  Tenant's
Demised Premises.

         (d) Tenant's Demised  Premises shall not be used for (i)  entertainment
or recreational purposes, which for purposes hereof include without limitation a
bowling alley, skating rink, health studio or gym, billiard room, game arcade or
amusement  center,  theater,  bar or tavern,  (except  where  incidental  to the
operation of a restaurant  or  delicatessen),  dance hall or disco (except where
incidental to the operation of a restaurant or delicatessen), or massage parlor,
(ii) a "training  or  educational  facility",  which for  purposes  hereof shall
include without limitation a beauty school, barber college,  reading room, place
of instruction or any other operation catering primarily to students or trainees

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rather than to customers,  (iii) a pharmacy,  (iv) a discount shoe store,  (v) a
business  specializing  in the  sale of  automobile  accessories  or  automobile
service and repair,  (vi) a restaurant  whose primary menu item is pizza,  (vii)
any sale of meat,  dairy  products,  baked goods or other food for  off-premises
consumption,  (viii) any non-retail operation; or (ix) any use inconsistent with
the operation of a family-type retail shopping center.

         15. Environmental Matters.  Tenant represents and warrants that it will
not use,  store,  generate or permit,  in, on, about or under  Tenant's  Demised
Premises in any form any material  defined as a hazardous,  radioactive or toxic
substance  or a  pollutant  or  contaminant  by  any  law,  ordinance,  rule  or
regulation of any governmental authority ("Hazardous Substance") in violation of
any law, ordinance,  rule or regulation of any governmental  authority regarding
the  use,  control,   regulation  or  prohibition  of  any  Hazardous  Substance
("Environmental Law"). Tenant shall immediately provide Kmart with copies of any
order,  notice,  permit,  application or any other  communication from or to any
entity or person,  including governmental agencies,  regarding the environmental
condition of Tenant's Demised Premises.

         Tenant shall defend, indemnify and hold Kmart harmless from and against
all claims, loss, damage,  liabilities,  judgments,  penalties,  fines, costs or
expenses,  whatsoever,  including  attorneys'  fees and  costs,  from  Hazardous
Materials existing, or caused by Tenant, its employees, agents, representatives,
contractors,  or invitees to be on, in, at,  under,  or about  Tenant's  Demised
Premises.  The terms of this Paragraph 15 will survive the expiration or earlier
termination of this Consent Agreement.

         Tenant  may  perform  a  standard  ASTM  Phase  I  Environmental   Site
Assessment on the Demised Premises. However, Tenant may not perform any Phase II
environmental   investigation  without  Kmart's  and  Landlord's  prior  written
consent.

         16. Conflict. In the event of any inconsistency or conflict between the
terms and provisions of this Consent  Agreement and the Tenant Lease,  the terms
and provisions of this Consent Agreement shall govern and be binding.

         17. Notices.  Any notices,  consents,  approvals or demands given under
this Consent Agreement or pursuant to any law or governmental regulation,  by or
to Kmart,  Landlord or Tenant shall be in writing.  Unless otherwise required by
law or governmental  regulation,  any such notice,  consent,  approval or demand
shall be deemed given if sent by a recognized overnight courier service,  United
States certified mail, return receipt requested, postage prepaid or by facsimile
provided  that a copy of such  notice,  consent,  approval  or demand is sent by
certified mail as hereinabove provided:

         (i) to  Kmart  to the  attention  of the Vice  President,  Real  Estate
Department,  at the  address  of Kmart as  hereinabove  set forth or such  other
address as Kmart may  designate  by notice to the other  parties  hereto

         (ii) to Landlord at the address of Landlord as hereinabove set forth or
such other  address as Landlord  may  designate  by notice to the other  parties
hereto; or

         (iii) to Tenant at the address of Tenant  hereinabove set forth or such
other address as Tenant may designate by notice to the other parties hereto.

         Any notice,  consent,  approval or demand sent as hereinabove  provided
shall be deemed to have been  received on the day  following the date of sending
if sent by overnight  courier  service,  on the third day  following the mailing
thereof if sent by United States  certified  mail, and on the date of sending if
sent by facsimile and the receipt thereof is confirmed.

         18.  Complete  Agreement.  This  Consent  Agreement  and  the  Exhibits
attached  hereto  and made a part  hereof,  set forth the entire  agreement  and
understanding  of the parties  hereto with respect to the subject matter hereof.
This Consent Agreement may not be modified orally or in any manner other than an
agreement in writing signed by the parties hereto or their respective successors
and assigns.

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<PAGE>

         19. Successors and Assigns. This Consent Agreement shall bind and inure
to the  benefit of the parties  hereto and to their  respective  successors  and
assigns and the  agreements and the covenants  herein  contained are intended to
run with and bind all lands affected thereby.

         20.  Governing  Law.  This Consent  Agreement  shall be  construed  and
enforced  in  accordance  with  the laws of the  State  where  Tenant's  Demised
Premises is located.

         21. No Relationship. The foregoing provisions of this Consent Agreement
are not intended to create, nor shall they be in any way interpreted to create a
joint venture,  partnership or any other similar  relationship among the parties
hereto.

         22. Recording.  No party shall record this Agreement.  Kmart,  Landlord
and Tenant  shall,  however,  simultaneously  herewith,  enter into a short form
memorandum of this  Agreement,  in suitable form for recording under the laws of
the State where Tenant's Demised  Premises are located,  the same to be recorded
at the expense of Tenant.

         23. Counterparts. This Consent Agreement may be executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one in the same instrument.



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


                              [SIGNATURES OMITTED]



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