LEASE

                       (JEFFERSON POINTE)




                      NMA Fort Wayne, LLC,

       an Illinois limited liability company, as Landlord,





                               and




               a BIAGGI'S RISTORANTE ITALIANO, LLC

              an Illinois limited liability company


                            as Tenant




               SUMMARY OF BASIC LEASE INFORMATION


         TERMS                         DESCRIPTION
(References are to the Lease)
1.   Date:                Effective February 27, 2001

2.   Landlord:            NMA Fort Wayne, LLC, an Illinois
                          limited liability company

3.   Tenant:              BIAGGI'S RISTORANTE ITALIANO, LLC, an
                          Illinois limited liability company

4.   Shopping Center      That certain shopping center located in Fort
       (Article 1).       Wayne, Indiana tentatively known as
                          "Jefferson Pointe," as generally depicted
                          on Exhibit A-1.

5.  Premises (Article 1): The Premises consists of the land depicted on
                          Exhibit A-2 to the Lease, referred to as
                          Parcel 7 of Jefferson Place Shopping Center,
                          together with that certain
                          building to be constructed thereon by Tenant,
                          which building shall contain not more than 9500
                          square feet of space.

6.   Lease Term (Article 2).

6.1  Lease Term:          Fifteen (15) years, plus any partial month in
                          which the Lease Commencement Date occurs.

6.2  Lease Commencement   The Lease shall be effective when executed by
     Date:                both of the parties. The term shall commence
                          six months after the date on which Landlord
                          tenders possession of the Premises to Tenant,
                          or the opening of Tenant's restaurant,
                          whichever is earlier.

6.3  Lease Expiration Date: The last day of the month in which the 15th
                          anniversary of the Lease Commencement Date
                          occurs, subject to extension.

6.4  Options to Extend:   Four (4) successive options to extend the
                          Lease Term for five (5) years each.

7.   Rent (Article 3).



7.1  Base Rent:
                                              Monthly Installment
           Lease Years    Annual Base Rent      of Base Rent
              1-6        $244,000.00            $20,334.00

             7-10        $261,080.00            $21,756.67

            11-15        $292,812.00            $24,401.00



           16-20 (First  $322,094.00            $26,842.00
             Option
             Term)

              20-        $354,304.00            $29,526.00
           25(Second
            Option
            Term)

           26-30(Third   $389,735.00            $32,479.00
             Option
             Term)

          31-35(Fourth   $428,709.00            $35,726.00
             Option
             Term)

7.2  Percentage Rent      Five percent (5%) of all Gross Sales, as
                          defined herein, which exceeds the Annual Base
                          Rent detailed above during each lease year or
                          partial year (hereinafter referred to as the
                          "Breakpoint").

8.  Tenant's Share of     See Article 4 of the Lease.
    Joint Maintenance
    Common Areas Expenses
    and Taxes.


                               11

9.  Use (Article 5):

9.1  Permitted Use        Tenant shall construct and operate a full
                          service restaurant of Tenant's choosing, so
                          long asTenant's use does not violate the
                          Outlot ECR, as amended, or otherwise expose
                          Landlord to any claim arising out of Tenant's use.

9.2  Trade Name           Any name which does not result in a
                          violation of the Outlot ECR.

10.  Security Deposit     None.
     (Article 21):

11.  Addresses of Landlord and Tenant (Article 22).

11.1 Address of Tenant:   Biaggi's Ristorante ltaliano, LLC
                          211 Landmark, Suite E1
                          Normal, IL 61761

11.2 Address of Landlord: NMA Fort Wayne, LLC
                          ATTN: Mike Weaver
                          Next Realty, LLC
                          One Northfield Plaza, Suite 210
                          Northfield, Illinois 60093

12.  Broker(s)            N/A

13.  Landlord Pro-rata    $1 ,200,000.00
     Contribution

14.  Tenant's Contractor  Ryan Companies


                               iii


                        TABLE OF CONTENTS

ARTICLE  1
    1.1  Premises, Shopping Center and Common Areas             1
          (I)  The Premises
          (ii) The Shopping Center
          (iii) Common Areas
          (iv)  Jefferson's Use and Operation of the Shopping
          Center and Common Areas
    1.2   Improvement of Premises                               2

ARTICLE  2                                                      2
    2.    Lease Term                                            2
          2.1  Initial Term                                     2
          2.2  Options to Extend                                3

ARTICLE 3                                                       3
    3.    Base Rent/Rent Escalations and Percentage Rent        3
          3.1  "Base Rent."                                     4
          3.2  Rent Escalation                                  4
          3.3  "Percentage Rent."                               4
          3.4  Gross Sales                                      4

ARTICLE 4                                                       6

ADDITIONAL RENT                                                 6
            4. General Terms                                    6
          4.1  General Terms; "Net" Lease                       6
          4.2  Definitions of Key Terms Relating to Additional
               Rent                                             7
          4.3  Calculation and Payment of Additional Rent       7
          4.4  Calculation and Payment of Taxes                 8
          4.5  Personal Property Taxes                          8
          4.6  Right to Contest                                 8
          4.7  Marketing Fund; Merchants Association            8

ARTICLE 5                                                       9

          5.   Use of Premises; Opening for Business
               Covenant and Landlord's Recapture Right
         5.1   Permitted Use                                    9
         5.2   Duties and Quality Standards; Prohibited Conduct 9
         5.3   Opening for Business and Operation Covenants and
               Landlord's Recapture Right                      11
         5.4   Radius Restriction                              11


                               iv
ARTICLE 6
         6.    Services and Utilities                          11
         6.1   Cleaning and Maintenance                        11
         6.2   Utilities                                       12
         6.3   Interruption of Utilities                       12

ARTICLE 7                                                      12
         7.    Repairs                                         12
         7.1   Tenant Repairs                                  12

ARTICLE 8
         8.1   Alterations                                     12
         8.2   Manner of Construction                          13
         8.3   Construction Insurance                          13
         8.4   Landlord's Property                             13

ARTICLE 9                                                      13
         9.    Covenant Against Liens                          13


ARTICLE 10                                                     14
   10.    Insurance                                            14
          10.1 Indemnification                                 14
          10.2 Tenant's Insurance                              15
          10.3 Form of Policies                                16
          10.4 Subrogation                                     16
          10.5 Additional Insurance Obligations                17

ARTICLE 11                                                     17
   11.    Damage and Destruction                               17
          11.1 Repairs and Restoration                         17
          11.2 Destruction During Last Two Years of Lease Term 18
ARTICLE 12                                                     18

          12.  Non-waiver                                      18



ARTICLE 13                                                     19
          13.  Condemnation                                    19
          13.1 Permanent Taking                                19

ARTICLE 14                                                     19
   14.   Assignment and Subletting                             19


                                V

        14.1   Transfers                                       19
        14.2   Landlord's Consent                              20
        14.3   Effect of Transfer                              21
        14.4   Additional Transfers                            21
        14.5   Permitted Transfers                             21

ARTICLE 15                                                     22
   15.    Surrender of Premises; Ownership and Removal of
          Trade Fixtures                                       22
          15.1  Surrender of Premises                          22
          15.2  Removal of Tenant Property by Tenant           22
          15.3  Landlord's Lien Waiver                         22

ARTICLE 16                                                     23
   16.    HOLDING OVER                                         23

ARTICLE 17                                                     23
   17.    ESTOPPEL CERTIFICATES                                23

ARTICLE 18                                                     24
   18.    SUBORDINATION                                        24

ARTICLE 19                                                     24
   19.    Defaults; Remedies                                   24
          19.1  Events of Default by Tenant                    24
          19.2  Landlord's Remedies Upon Default by Tenant     25
          19.3  Efforts to Relet                               26
          19.4  Landlord Default                               26
          19.5  Consequential Damages                          27

ARTICLE 20                                                     27
   20.    Leasehold Mortgages                                  27
          20.1  Right to Encumber                              27
          20.2  Landlord's Forbearance                         27
          20.3  New Lease                                      28
          20.4  Assignment                                     28

ARTICLE 21                                                     29
           INSPECTION AND DELIVERY OF PREMISES                 29
        21.1                                                   29
        21.2   Conditions to Tenant's Obligations              29
        21.3   Delivery                                        29

ARTICLE 22                                                     29
   22.    Notices                                              29

ARTICLE 23                                                     30
   23.    Development of the Shopping Center                   30

                               vi
ARTICLE 24                                                     31
   24.    Brokers                                              31

ARTICLE 25                                                     31
   25.    Late Charges                                         31

ARTICLE 26                                                     32
   26.    Landlord's Right to Cure Default; Payments by Tenant 32
        26.1   Landlord's Right to Self Help                   32
        26.2   Tenant's Reimbursement                          32

ARTICLE 27                                                     32
        27.    Entry by Landlord                               32

ARTICLE 28                                                     33
        28.    Parking                                         33

ARTICLE 29                                                     33
        29.    Miscellaneous Provisions                        33
        29.1   Terms                                           33
        29.2   Binding Effect                                  33
        29.3   Transfer of Landlord's Interest                 33
        29.4   Memorandum of Lease                             34
        29.5   Captions                                        34
        29.6   Relationship of Parties                         34
        29.7   Shopping Center Name and Signage                34
        29.8   Time of Essence                                 34
        29.9   Partial Invalidity                              34
        29.10  Financial Statements                            34
        29.11  Entire Agreement                                35
        29.12  Force Majeure                                   35
        29.13  Joint and Several                               36
        29.14  Authority                                       36
        29.15  Governing Law                                   36
        29.16  Submission of Lease                             36
        29.17  Landlord and Tenant Liability                   36
        29.18  Covenant of Quiet Enjoyment                     36
        29.19  Gross Sales Records                             36
        29.20  Inspections                                     37
        29.21  Gift Certificate Program                        37
        29.22  Construction Agreement                          37
        29.23  Independent Covenants                           37
        29.24  First Right of Offer                            37
        29.25  Landlord's Pro-rata Contribution                38



                               Vii

                              LEASE
                       (JEFFERSON POINTE)

     This  Lease, which includes the preceding Summary  of  Basic
Lease   Information   (the   "Summary")   attached   hereto   and
incorporated herein by this reference (the Lease and Summary  are
collectively referred to herein as the "Lease"), dated as of  the
date  set  forth  in Section 1 of the Summary,  is  made  by  and
between  NMA  Fort  Wayne,  LLC, an  Illinois  limited  liability
company  ("Landlord"), and BIAGGI'S RISTORANTE ITAEIANO,  LEO  an
Illinois limited liability company ("Tenant"). In the event of  a
conflict between the terms of the Summary and the terms  of  this
Lease, the terms of this Lease shall prevail.

                            ARTICLE I

     1.1  PREMISES, SHOPPING CENTER AND COMMON AREAS

     (i)  THE PREMISES. Upon and subject to the terms hereinafter
     set  forth  in  this  Lease  and  contingent  upon  Landlord
     acquiring  title to the Premises, Landlord hereby leases  to
     Tenant  and Tenant hereby leases from Landlord the  premises
     generally  described  in  Section  5  of  the  Summary  (the
     "Premises"),  which Premises shall consist of  a  restaurant
     building  ("Building") and appurtenant  improvements  to  be
     constructed  by Tenant thereon, at Tenant's  sole  cost,  in
     accordance  with  the Work Letter described  below  together
     with  Landlord's  non-exclusive  easement  rights  over  the
     Common   Areas   described  below,  for   parking,   access,
     utilities,  drainage and encroachments as more  particularly
     set  forth  in  the Outlot ECR referred to at Article  5  of
     this  Lease  and  the  Von  Maur REA.  The  outline  of  the
     Premises  is  generally  depicted in  Exhibit  A-2  attached
     hereto.

     (ii)THE  SHOPPING  CENTER. The Premises are  located  within
     the  Shopping Center described in Section 4 of the  Summary,
     the  tentative configuration of which is generally  depicted
     on  Exhibit  A-i  attached hereto. The  Shopping  Center  is
     being  developed  by  Jefferson Pointe Development  of  Fort
     Wayne,   LLC,   a   Delaware   limited   liability   company
     ("Jefferson").

     (iii)  COMMON  AREAS.  Tenant  shall  have  Landlord's  non-
     exclusive right to use in common with other tenants  in  the
     Shopping  Center, and subject to the Rules  and  Regulations
     and  the Outlot ECR referred to in Article 5 of this  Lease,
     those  portions of the Shopping Center which  are  provided,
     from  time  to time, for use in common by Jefferson,  Tenant
     and  any  other tenants of the Shopping Center,  whether  or
     not  those areas are open to the general public (such areas,
     together  with  such other portions of the  Shopping  Center
     reasonably   designated   by  Jefferson   are   collectively
     referred  to  herein  as the "Common  Areas").  The  general
     location  of  the  Common Areas of the Shopping  Center  are
     shown on Exhibit A-I attached to this Lease.

     (iv)  JEFFERSON'S USE AND OPERATION OF THE  SHOPPING  CENTER
     AND  COMMON  AREAS.  Tenant agrees that Jefferson  may  from
     time to time without notice to
     Tenant,  (a)  close temporarily any of the Common  Areas  in
     connection  with the performance by Jefferson of its  repair
     and  maintenance  obligations or to prevent the  acquisition
     of  prescriptive  rights; (b) make  changes  to  the  Common
     Areas,   including,  without  limitation,  changes  in   the
     location,  size,  shape  and  number  of  street  entrances,
     driveways, ramps, entrances, exits, passages, stairways  and
     other  ingress and egress, direction of traffic,  landscaped
     areas,  loading and unloading areas, and walkways;  (C)  add
     additional  buildings and improvements to the  Common  Areas
     and   Shopping  Center;  (d)  designate  land  outside   the
     Shopping  Center to be part of the Shopping Center,  and  in
     connection  with  the  improvement  of  such  land  to   add
     additional  buildings  and  Common  Areas  to  the  Shopping
     Center;  (e)  use the Common Areas while engaged  in  making
     additional  improvements,  repairs  or  alterations  to  the
     Shopping  Center  or to any adjacent land,  or  any  portion
     thereof;  and  (f) do and perform such other acts  and  make
     such  other  changes in, to or with respect to the  Shopping
     Center  and  Common  Areas  or  the  expansion  thereof   as
     Jefferson  may, in the exercise of sound business  judgment,
     reasonably  deem to be appropriate. Landlord will  cooperate
     with  Tenant  to enforce the Covenants and other  provisions
     of   the   Outlot   ECR  to  minimize  the   disruption   or
     inconvenience  to  Tenant  as  a  result  of  any   of   the
     aforementioned   actions  undertaken  by   Jefferson.   This
     cooperation may include, but is not necessarily limited  to,
     assigning  to  Tenant a cause of action which  Landlord  may
     have  against  Jefferson as a result of  the  aforementioned
     actions.

     1.2   IMPROVEMENT  OF  PREMISES.  The  Premises   shall   be
constructed in accordance with the Work Letter Agreement attached
hereto  as  Exhibit D ("Work Letter"). Tenant will be responsible
for  the construction of the Building and all other work required
by  Tenant  or  necessary to complete the Premises for  occupancy
("Tenant's  Work").  All such work by Tenant shall  be  designed,
approved,  performed,  and  completed  in  compliance  with   the
provisions  of  the  Work  Letter  and  this  Lease.  Except   as
specifically set forth in this Lease (including the Work Letter),
Landlord  shall not be obligated to provide for or  pay  for  any
improvement  work or services related to the improvement  of  the
Premises.  Tenant  also acknowledges that Landlord  has  made  no
representations  or  warranties regarding the  condition  of  the
Premises or the Shopping Center except as expressly set forth  in
this Lease (including the Work Letter).

                            ARTICLE 2

2.   LEASE TERM.

     2.1  INITIAL  TERM. The terms and provisions of  this  Lease
shall be effective as of the date of this Lease. The term of this
Lease  shall be as set forth in Section 6.1 of the Summary, shall
commence on the earlier of the dates set forth in Section 6.2  of
the  Summary (the "Lease Commencement Date"), and shall terminate
on  the  date set forth in Section 6.3 of the Summary (the "Lease
Expiration  Date"),  unless this Lease is  sooner  terminated  as
hereinafter  provided.  Promptly after the  commencement  of  the
Lease Term,

                                2
Landlord and Tenant shall execute the Confirmation of Lease  Term
Dates  substantially in the form attached hereto  as  Exhibit  B,
confirming the Lease Commencement Date and Lease Expiration Date.

     2.2  OPTIONS  TO  EXTEND. Landlord hereby grants  to  Tenant
(individually,  "Extension Option" and  collectively,  "Extension
Options")  four (4) -successive options to extend the Lease  Term
for  a period of five (5) years each (individually, "Option Term"
and collectively, "Option Terms"). Each Extension Option must  be
exercised,  if  at  all,  by  written  notice  ("Option  Notice")
delivered by Tenant to Landlord not less than one-hundred  twenty
(120) days nor more than three hundred sixty (360) days prior  to
the  end  of  the initial Lease Term or the then existing  Option
Term, as the case may be ("Exercise Window"). Notwithstanding the
foregoing, Tenant shall not be deemed to have waived its right to
exercise an Extension Option unless Tenant fails to deliver  such
Option  Notice within fifteen (15) days after Landlord's delivery
to Tenant of written notice notifying Tenant that Landlord failed
to  receive  such  Option Notice during the  applicable  Exercise
Window.  Further,  the  Extension Options  shall,  at  Landlord's
election, become null and void and of no further force and effect
if Tenant is in monetary default or material non-monetary default
after applicable notice and expiration of cure periods under this
Lease  at  the  time Tenant attempts to exercise  such  Extension
Option or, following such exercise, prior to the commencement  of
the  applicable  Option Term. Provided Tenant  has  properly  and
timely exercised the applicable Extension Option, the Lease  Term
shall  be extended for the period specified above, and all terms,
covenants and conditions of the Lease shall remain unmodified and
in  full  force and effect except that Base Rent (as  defined  in
Article 3 below) payable by Tenant during each Option Term  shall
be adjusted as set forth in Section 7 of the Summary. The term of
this Lease, as may be extended by any Option Term, is hereinafter
collectively referred to as the "Lease Term."

                            ARTICLE 3

3.    BASE  RENT/RENT ESCALATIONS AND PERCENTAGE RENT.  The  Base
Rent as described herein shall be payable monthly, in advance, on
the  first  day  of  each  successive  month  commencing  on  the
Commencement  Date. Any and all Percentage Rent  required  to  be
paid pursuant to this Lease shall be due and payable at the close
of each Lease Year
following the first Lease Year in which Tenant's Gross Sales  for
such  Lease Year exceeds the applicable Breakpoint (prorated  for
partial  years),  or  within fifteen (15)  days  thereafter.  The
Tenant shall pay as Additional Rent, within fifteen (15) days  of
its  due  date as estimated hereinafter or demand for payment  if
made by Landlord, all other sums of money or charges required  to
be  paid by Tenant under this Lease whether or not the same shall
be  designated as "Additional Rent." All sums required to be paid
pursuant  to  this  Lease shall be deemed to be  "rent"  and  the
obligation  to  pay  such  sums  shall  be  independent  of   any
obligations  required  to be kept by Landlord  pursuant  to  this
Lease.  Payment of rent shall be made without any  right  of  set
off,  counter  claim or deduction whatsoever ~except  as  may  be
permitted  elsewhere in this Lease]. Tenant  shall  pay,  without
prior notice or

                                3

demand, to Landlord in currency or a check for currency which, at
the  time of payment, is legal tender for private or public debts
in the United States of America.

     3.1  "BASE RENT." As set forth in Section 7 of the  Summary,
payable in equal monthly installments in advance on or before the
first  day of each and every month during the Lease Term, without
any  setoff or deduction whatsoever. The Base Rent for the  first
full month of the Lease Term shall be paid on or before the Lease
Commencement Date, as defined in Section 6.2 of the  Summary.  If
any  Rent  payment  date (including the Lease Commencement  Date)
falls  on  a  day of the month other than the first day  of  such
month  or if any payment of Rent is for a period which is shorter
than one month, the Rent for any fractional month shall accrue on
a daily basis for the period from the date such payment is due to
the end of such calendar month orto the end of the Lease Term  at
a  rate  per day which is equal to 1/365 of the applicable annual
Rent. All other payments or adjustments required to be made under
the  terms  of this Lease that require proration on a time  basis
shall be prorated on the same basis.

     3.2  RENT ESCALATION. Base Rent for years subsequent to  the
first  six  (6) Lease Years shall be increased as  set  forth  in
Section 7 of the Summary and incorporated herein by reference.

     3.3   "PERCENTAGE  RENT."  A  sum  of  money  equal  to  the
Percentage  Rent  percentage of all Gross  Sales  of  the  Tenant
computed for each Lease Year in excess of the Breakpoint  as  set
forth  in  Section  7 of the Summary and incorporated  herein  by
reference.  For  example, if the percentage  rent  rate  is  five
percent  (5%),  the annual Base Rent is $244,000, and  the  Gross
Sales are $5,000,000, then the Percentage Rent owed for the  year
would  be $6,000: $5,000,000 Gross Sales multiplied by 5%  (which
equals  $250,000)  minus  $244,000 (the annual  Base  Rent).  The
Breakpoint  shall  be   prorated  for  partial  years  for  years
containing more or less than twelve months.

                                (12)

     3.4  GROSS SALES. If any portion of Tenant's rental or other
obligations  to  Landlord  or other  parties  is  based  upon  or
determined by reference to the term "Gross Sales" then that  term
shall  mean and include the total of the full sales price to  the
customer of all sales of merchandise, rental of equipment  and/or
charges  for services for which a charge is made and all business
(including  but  not limited to all sales by telephone  or  mail,
internet  sales  where the purchase is made  and  paid  for  from
terminals   on   the  Premises,  vending  machines,   all   other
merchandising   dispensing  equipment  and  receipts   from   pay
telephones)  transacted in, upon orfrom the Premises  by  Tenant,
its  subtenants, licensees, contractors, franchisees or any other
occupants of the Premises, including all sales made from cash  or
upon credit, or partially for cash and partially upon credit  and
upon   any   other  money  transfer  procedure  accomplished   by
electronic transfer or similar method, or by barter or  exchange,
regardless of collection of charges for which credit is given and
all  sales,  charges  or  unreturned deposits  for  services  and
business transacted for which orders are taken in, upon  or  from
the Premises regardless of whether or not the

                                4

merchandise sold is delivered wholly or in part, the services are
rendered  or  the  business is transacted in, upon  or  from  the
Premises. Each sale, charge or business transacted
upon  installments or contracts thereof shall  be  treated  as  a
gross  sale for the full price or charge to the customer  in  the
month  in which such sale, charge or contact shall be made. Gross
Sales shall not include:

               any  sales tax levied upon such sales or  charges,
               including,  the amount of any city, county,  state
               or  federal  sales, use, luxury or excise  tax  on
               such  sales  which is both added  to  the  selling
               price  (or  absorbed  therein)  and  paid  to  the
               taxing authorities by Tenant;

          ii. interstore transfers of merchandise;

          iii.cash or credit refunds;

          iv. returns to suppliers or manufacturers~

          v.  any  penalty  charged  by  Tenant  for  a  returned
              check;

          vi. reimbursement of amounts for postage,  express  or
              delivery  services, including,  but  not  limited,
              United  Parcel  Service,  incurred  in  delivering
              merchandise  to  customers,  provided  that   such
              charges are at all times properly segregated  from
              amounts   includable  in  Gross   Sales   and   so
              identified on Tenant's records;

          vii. any sale at a discount to a bona fide employee  of
               Tenant  or  of  a  licensee or  concessionaire  of
               Tenant,  to  the  extent that such  sales  do  not
               exceed  two percent (2%) of the total Gross  Sales
               in any Lease Year;

          viii.receipts  from  vending  machines   or   pay
               telephones;

          ix.  any  charge added  by Tenant to its  regular  cash
               price  as  a  finance charge for sales on  credit,
               provided   that  such  charge  is  at  all   times
               properly  segregated  from amounts  includable  in
               Gross   Sales   and  so  identified  on   Tenant's
               records.  Each transaction involving the extension
               of  credit  shall be treated as  a  sale  for  the
               regular  cash  price in the month  in  which  such
               transaction occurred, without regard to  the  time
               payment is made or title passes;

          x.   any charges  paid  to the issuer of  credit  cards
               and for check authorization fees;


                                5
          xi.  any  sale  of  fixtures or equipment  not  in  the
               regular  course of Tenant's business or after  use
               thereof;

          xii. gift  certificates, or like vouchers,  until  such
               time  as the same have been converted into a  sale
               by redemption at the Premises;

          xiii.catalog  sales  where  the payment  for  the  item
               purchased does not occur at the Premises;

          xiv. layaway  sales until the merchandise is  delivered
               to the customer at the Premises;

          xv.  the  amount  of any special discount to  customers
               for damaged or defective merchandise;

          xvi. bad  debt expense with respect to merchandise sold
               on credit or purchased by check; and

          xvii.charges  collected from customers for fitting  and
               alterations.


                            ARTICLE 4
                         ADDITIONAL RENT

4.   GENERAL TERMS.

     4.1  GENERAL  TERMS;  "NET" LEASE.  As  set  forth  in  this
Article 4, in addition to
paying  the Base Rent and Percentage Rent specified in Article  3
of  this  Lease, Tenant shall pay Landlord's share of  the  Joint
Maintenance Common Areas Expenses (as defined in the Outlot ECR),
as  set  forth  herein below, and Taxes, as hereinafter  defined.
Such  payments by Tenant, together with any and all other amounts
payable  by  Tenant  to Landlord pursuant to the  terms  of  this
Lease,   are  hereinafter  collectively  referred   to   as   the
"Additional  Rent",  and  Base  Rent,  Percentage  Rent  and  the
Additional Rent are sometimes herein collectively referred to  as
"Rent."  All amounts due under this Article 4 as Additional  Rent
shall  be payable for the same periods and in the same manner  as
the  Base Rent and Percentage Rent. Except as otherwise expressly
provided  in this Lease to the contrary, if Base Rent  is  abated
during  the Lease Term, no such abatement shall apply to Tenant's
obligation to pay Additional Rent. Subject to Article 19, without
limitation  on  other  obligations of Tenant  which  survive  the
expiration  of the Lease Term, the obligations of Tenant  to  pay
Rent  which  accrues  during the Lease  Term  shall  survive  the
expiration  of  the  Lease Term. Landlord and Tenant  acknowledge
that, except as otherwise provided to the contrary in this Lease,
it  is  their intent and agreement that this Lease be  a  "Triple
Net"  lease  and that as such, the provisions contained  in  this
Lease are intended to pass on to Tenant or reimburse Landlord for
all costs and expenses reasonably associated with

                                6

this Lease and the Premises, and Tenant's operation therefrom. To
the  extent such costs and expenses payable by Tenant  cannot  be
charged directly to, and paid by, Tenant, such costs and expenses
shall  be  paid  by Landlord but reimbursed by Tenant,  including
Tenant's  obligation to pay Tenant's share of  Joint  Maintenance
Common  Areas  Expenses, as more particularly  described  in  the
Outlot ECR.

     4.2  Definitions  of Key Terms Relating to Additional  Rent.
As  used  in this Article 4, the following terms shall  have  the
meanings hereinafter set forth:

          (i)  "Expense  Year" shall mean each calendar  year  in
     which  any  portion  of the Lease Term  falls,  through  and
     including  the  calendar  year  in  which  the  Lease   Term
     expires, with any partial year being prorated.

          (ii)"Joint  Maintenance Common  Areas  Expenses"  shall
     have the meaning set forth in the Outlot ECR.

          (iii)     "Taxes"  shall mean any form of  real  estate
     tax,  assessment  (both general and special),  license  fee,
     license  tax, tax on rent (enacted in lieu of a real  estate
     tax),  together with any statutory interest thereon, imposed
     or  required  at any time by any federal, state,  county  or
     city   authority  having  jurisdiction,  or  any   political
     subdivision thereof, or any school, agricultural,  lighting,
     drainage   or   other  improvement  or  special   assessment
     district  thereof (hereinafter individually and collectively
     referred  to  as "Governmental Agencies"), on the  Premises,
     including,  without  limitation:  (a)  any  impositions   by
     Governmental  Agencies  (whether  or  not  such  impositions
     constitute   tax   receipts)  or  any  other   payments   to
     Governmental Agencies (whether involuntarily imposed by  any
     such  Governmental  Agencies or  voluntarily  agreed  to  by
     Landlord)  in  substitution, partially or  totally,  of  any
     impositions   now   or   previously  included   within   the
     definition  of  real  property taxes, it being  acknowledged
     that   Taxes  shall  include  any  governmental  or  private
     assessments or the Shopping Center's contribution towards  a
     governmental  or  private  cost/sharing  agreement  for  the
     purpose  of augmenting or improving the quality of  services
     and  amenities  normally provided by governmental  agencies;
     (b)   any  and  all  reasonable  costs  (including,  without
     limitation,  the  fees  of  experts,  tax  consultants   and
     attorneys)  incurred by Landlord should Landlord  reasonably
     elect  to  negotiate or contest the amount of said Taxes  in
     formal   or   informal   proceedings   before   the   taxing
     Governmental Agency; provided, however, Taxes  shall  in  no
     event   include  Landlord's  conveyance,  income,   profits,
     corporation,  franchise, inheritance, estate, succession  or
     gift taxes.

     4.3  CALCULATION AND PAYMENTOF ADDITIONAL RENT. Tenant shall
pay  to  Landlord  or,  at  Landlord's  direction,  directly   to
Jefferson,  as Additional Rent, an amount equal to the Landlord's
share   of   Joint  Maintenance  Common  Areas  Expenses   ("JMCA
Expenses")  as  set forth in the Outlot ECR (which  is  currently
computed by multiplying the JMCA

                                7
Expenses,  as  defined in the Outlot ECR, including a  management
fee  of  fifteen  percent of such costs by 1.95%)  which  payment
shall be remitted on or before the due date for such payment.

     4.4  CALCULATION  AND  PAYMENT  OF  TAXES.  In  addition  to
Tenant's  Share  of  Joint  Maintenance  Common  Areas  Expenses,
commencing  on  the Lease Commencement Date and continuing  until
the  end  of  the  Lease Term, Tenant shall pay to  Landlord  the
amount  of  all Taxes assessed for any reason and levied  on  the
Premises and the realty underlying the Premises.

     4.5   PERSONAL  PROPERTY  TAXES.  Tenant  shall  pay  before
delinquency   all   taxes  (including  sales  and   use   taxes),
assessments, license fees and public charges levied, assessed  or
imposed  upon  its  business  operation  as  well  as  upon   its
merchandise, inventory, furniture, fixtures, equipment and  other
personal property.

     4.6  RIGHT  TO  CONTEST.  Tenant shall  have  the  right  to
reasonably  contest the amount or validity of any  Taxes  payable
with  respect  to the Premises (excluding any Taxes payable  with
respect to the Common Areas), in whole or in part, by appropriate
administrative  and legal proceedings, either in  its  own  name,
Landlord's  name or jointly with Landlord, without  any  cost  or
expense  to  Landlord (and Tenant hereby agrees to indemnify  and
hold Landlord harmless from any and all cost, liabilities, claims
or  expenses in connection with any such contest), and Tenant may
postpone  payment  of  any  such  contested  Taxes  pending   the
prosecution of such proceedings and any appeals so long  as  such
proceedings shall operate to prevent the collection of such taxes
(and  any  fines  or penalties) and the sale of the  Premises  to
satisfy  any lien arising out of the nonpayment of the same,  and
Tenant, upon the reasonable request of Landlord, shall furnish  a
bond  to  the  Landlord sufficient to secure the payment  of  all
contested  Taxes in those instances where posting a  bond  is  an
alternative   for  paying  the  taxes,  costs  and  expenses   in
connection therewith as a pre-condition to undertaking  any  such
contest. In lieu of such bond, Tenant may elect to pay such Taxes
under  protest. Landlord shall execute and deliver to the  Tenant
whatever  documents  may  be reasonably necessary  or  proper  to
permit  Tenant  to  so contest any such Taxes  or  which  may  be
necessary to secure payment of any refund (with respect to a  tax
year or portion thereof during the Term of this Lease) which  may
result from any such proceedings.

     4.7    MARKETING   FUND;   MERCHANTS   ASSOCIATION.   Tenant
acknowledges that Jefferson shall be entitled to establish a fund
("Marketing Fund") for the Shopping Center, in which case  Tenant
agrees  to  pay  to Landlord, or to Jefferson if so  directed  by
Landlord,  as Additional Rent, upon demand, a charge  payable  as
detailed  in  the Outlot ECR (ie: not to exceed $2,500  per  year
subject to annual increases in the OPt Index not to exceed 3% per
annum).



                                8

                            ARTICLE 5

5.     Use  of  Premises;  Opening  for  Business  Covenant   and
Landlord's Recapture Right.

     5.1  PERMITTED  USE. Tenant shall use the Premises  for  the
Permitted  Use  set forth in Section 9 of the Summary  and  in  a
manner consistent with the character of the Shopping Center as  a
first-class Shopping Center, and Tenant shall not use  or  permit
the  Premises  to  be  used for any other  purpose  or  purposes.
Landlord shall not unreasonably withhold its consent to a  change
in  Tenant's  Permitted Use. The parties agree that it  shall  be
reasonable  under  this Lease and under any  applicable  law  for
Landlord to withhold its consent to any proposed use wherein  one
or more of the following apply: (a) in Landlord's
reasonable  judgment, or the judgment of Jefferson, the  proposed
change in use is not a
use  consistent with the character of the Shopping  Center  as  a
first-class  Shopping  Center; or (b) the  proposed  use  is  not
permitted  by  the Outlot ECR or would give an  occupant  of  the
Shopping  Center or Jefferson a right to bring an action  against
Landlord.

     5.2 DUTIES AND QUALITY STANDARDS; PROHIBITED CONDUCT.

          (i)  Compliance  with Rules and Regulations,  Laws  and
     Outlot  ECR. Tenant further covenants and agrees that Tenant
     shall  not  use,  or suffer or permit any of  its  officers,
     employees,  agents,  servants or  contractors  to  use,  and
     shall   use  its  reasonable  efforts  not  to  permit   its
     customers to use, the Premises or Common Areas or  any  part
     thereof  for  any use or purpose contrary to the  provisions
     of  the Rules and Regulations attached to the Outlot ECR, or
     any  other  rules and regulations reasonably promulgated  by
     Jefferson  or  Landlord in connection with Tenant's  use  of
     the  Premises  for  the Permitted Use (collectively,  "Rules
     and  Regulations") or in violation of the laws of the United
     States  of America, the State of Indiana, or the ordinances,
     regulations  or  requirements  of  the  local  municipal  or
     county  governing  body or other lawful  authorities  having
     jurisdiction  over  the Shopping Center and  all  covenants,
     conditions,  and  restrictions  relating  to  the   Shopping
     Center   including,  but  not  limited  to,   that   certain
     Declaration   of   Reciprocal   Easements,   Covenants   and
     Restrictions  Agreement to be recorded against the  Shopping
     Center   and   any   amendments  or  modifications   thereto
     (collectively,  the  "Outlot ECR").  Landlord  covenants  to
     cooperate  with Tenant in all reasonable attempts by  Tenant
     to  ensure  that the Rules and Regulations are not  modified
     or  enforced by Jefferson so as to materially and  adversely
     interfere   with   Tenant's  use   of   the   Premises,   or
     discriminatively  enforced against Tenant.  Further,  except
     as  otherwise  provided herein, Tenant  shall  be  obligated
     (and  shall  be  responsible) for complying with  any  Legal
     Requirements which pertain to Tenant's use and occupancy  of
     the   Premises,   whether   such  Legal   Requirements   are
     structural  or  nonstructural in  nature.  The  term  "Legal
     Requirements"  means  all  applicable  current   or   future
     statutes,  ordinances, orders, rules, regulations, judgments
     and

                                9

requirements  of  public authorities with  jurisdiction  and  all
applicable requirements of Landlord's insurance carriers relating
to   the  Premises  (to  the  extent  made  known  to  the  party
responsible for complying therewith).

     (ii)PROHIBITED  CONDUCT.  Tenant  shall  not  use  or  allow
another person or entity to use any part of the Premises for  the
storage,   use,  treatment,  manufacture  or  sale  of  Hazardous
Material,  as  that term is defined below. Landlord acknowledges,
however, that Tenant will maintain products in the Premises which
are  incidental to the operation and maintenance of its  Premises
(such  as  janitorial supplies), which products contain chemicals
which  are  categorized as Hazardous Materials.  Landlord  agrees
that  the use of such products in the Premises in compliance with
all laws and in the manner which such products are designed to be
used shall not be a violation by Tenant of this Section 5.2.2. As
used  herein,  Hazardous Material means any  hazardous  or  toxic
substances,  materials or waste, pollutants or  contaminants,  as
defined, listed or regulated by any federal, state or local  law,
regulation or order or by common law decision, including, without
limitation,     (a)    trichloroethylene,    tetrachloroethylene,
perchloroethylene and other chlorinated solvents,  (b)  petroleum
products  or  by-products, (c) asbestos and  (d)  polychlorinated
biphenyls.  To  the best of Landlord's knowledge,  there  are  no
Hazardous  Materials present on the Premises.  Tenant  shall  not
cause,  maintain  or  permit any nuisance in,  on  or  about  the
Premises,  nor shall Tenant commit or suffer to be committed  any
waste  in  or  upon  the Premises. Tenant shall  not  conduct  or
advertise on or from or pertaining to the Premises any auction or
closing-out  wholesale business. Tenant shall not place  or  keep
any tables (other than as used for outdoor seating in an area not
to  exceed three hundred (300) square feet and which shall in all
respects  be  approved  by Landlord and  maintained  by  Tenant),
(hereinafter  the "Outdoor Seating Area"), merchandise  or  other
items  in the Common Areas and shall not be permitted to use  any
area outside of the Premises for any portion of Tenant's business
operations,  other  than  an Outdoor  Seating  Area.  Tenant,  or
Tenant's employees and agents, shall not solicit business in  the
Common  Areas  and  shall not distribute any handbills  or  other
advertising matter therein.

     (iii)  Signs; Merchandising and Advertising. Subject to  any
required   governmental  approvals,  Tenant  shall  be  permitted
certain Building and exterior identification signage with respect
to  the  Premises  which  shall be  designed  and  installed,  at
Tenant's  sole cost and expense, in compliance with  the  Signage
Criteria for the Shopping Center. Tenant shall submit to Landlord
and  Jefferson,  plans and specifications with  respect  to  such
Building   and   exterior  signage  concurrently  with   Tenant's
submittal to Landlord of the Preliminary Plans described  in  the
Work Letter. All such signage shall be furnished, maintained, and
removed  at  the  expiration of the Lease Term (with  all  damage
caused  by  such removal to be repaired by Tenant),  at  Tenant's
sole  cost  and expense. Tenant's right to the signage  described
above  is  personal   to  Tenant  and  may  not  be  assigned  or
transferred  to, or utilized by,  any  other  person  or  entity,
except an assignee of  Tenant  permitted under Article 14 below.

                             10

     5.3   OPENING  FOR  BUSINESS  AND  OPERATION  COVENANTS  AND
LANDLORD'S  RECAPTURE  RIGHT. Tenant covenants  and  agrees  that
Tenant shall (i) initially open for business to the public  under
the Trade Name set forth in Section 9 of the Summary on or before
six  (6) months from the date Landlord tenders possession of  the
Premises  to Tenant and (ii) from and after such initial opening,
continuously and uninterruptedly keep the Premises  so  open  for
business for no less than three (3) years under the Permitted Use
and  Trade  Name,  subject to interruption of  business  actually
caused  by  casualty or condemnation or a reasonable  period  for
periodic  remodeling, repairs or maintenance.  Tenant's  required
operating  hours  shall  be,  ata  minimum,  seven  days  perweek
(excluding national holidays) from 5:00 p.m. until 10:00 p.m.  In
no event shall Tenant be open for business earlier than 9:00 a.m.
or  after 1:00 a.m. without the prior written consent of Landlord
which  consent shall not be unreasonably withheld. In  the  event
Tenant  Ceases  to  Operate (as defined below)  or  abandons  the
Premises, Landlord shall have the right, in addition to its other
rights and remedies available at law or equity, to terminate this
Lease.  For  purposes  of this Section 5.3, "Ceases  to  Operate"
shall  mean  a  failure of Tenant to be open to  the  public  for
business for the Permitted Use at least during all hours  of  all
days  on  which Jefferson reasonably elects to open the  Shopping
Center  for  business to the public, for a period of thirty  (30)
days,  except  while  the  Premises are untenable  by  reason  of
alterations,  remodeling by Tenant or its assignee,  casualty  or
condemnation and Tenant is performing its restoration obligations
in accordance with this Lease.

     5.4  RADIUS RESTRICTION. Tenant covenants and warrants  that
it  will  not,  during  the Lease Term, directly  or  indirectly,
operate or own any business with the same name, menu or operating
characteristics,  within a radius of five (5) air  miles  of  any
portion  of  the  Shopping Center (measured  on  a  straight-line
basis).


                            ARTICLE 6

6.   SERVICES AND UTILITIES.

     6.1  CLEANING  AND  MAINTENANCE.  During  the  Term,  Tenant
shall,  at its own expense, keep the entire Premises, all signage
on  or  with respect to the Premises, all sidewalks and  walkways
adjacent  thereto  (and  any  landscaping  located  within   such
sidewalks  and  walkways) and any loading docks and  trash  areas
used by Tenant or serving the Premises, in first class condition,
including, but not limited to, removal of debris and garbage from
the  Premises  and such loading docks, cleaning of  the  exterior
portions of the Premises and all windows, window frames and doors
of the Premises. Tenant shall


                               11

separately  contract at its sole cost and expense for  janitorial
services  with  a reputable janitorial contractor  in  accordance
with the maintenance standards set forth in this Lease.

     6.2  UTILITIES.  From  and after the  date  of  this  Lease,
Tenant  shall  provide in the Premises at its own expense,  heat,
ventilation, air conditioning, water, gas, electricity, steam and
other  utilities. All such utilities shall be separately  metered
at Tenant's sole cost
and  expense  and  Tenant  shall make  payment  directly  to  the
entities  providing such utilities and services.  Landlord  shall
deliver  the Premises with an electrical power line, water  line,
sanitary  sewer line, natural gas line, cable TV line, telephone,
and  storm sewer utilities, in sufficient capacity and quantities
that  will  permit Tenant to construct and operate its restaurant
without  incurring extraordinary construction costs  or  fees  or
assessments beyond tap-in fees, to locations within five (5) feet
of the property line of the Premises.

     6.3  INTERRUPTION OF UTILITIES. Tenant agrees that  Landlord
shall  not  be  liable  for  damages, by  abatement  of  Rent  or
otherwise, for failure, delay, diminution or interruption of  any
utilities or services for any reason other than Landlord's  gross
negligence  or  intentional misconduct and such  failure,  delay,
diminution  or interruption shall not be deemed to constitute  an
eviction  or  disturbance of Tenant's use and possession  of  the
Premises or relieve Tenant from paying Rent or performing any  of
its obligations under this Lease.

                            ARTICLE 7

7.   REPAIRS.

     7.1  TENANT  REPAIRS. Tenant shall, at  its  sole  cost  and
expense, maintain and
repair  the  entire Premises in first class condition  including,
but  not  limited  to, all electrical, mechanical,  and  plumbing
systems,  the  roof,  foundation, windows,  doors,  glass,  HVAC,
parking  lot,  and  landscaping. Tenant waives and  releases  any
rights  it  may have under Indiana law or otherwise to  make  any
repairs  at Landlord's expense. Landlord shall have no obligation
to maintain or repair all or any part of the Premises.


                            ARTICLE 8


8.   ADDITIONS AND ALTERATIONS.

     8.1  ALTERATIONS.  Tenant may not  make  any  structural  or
exterior improvements,
alterations,    additions   or   changes    (collectively,    the
"Alterations") to the Premises without first procuring the  prior
written  consent of Landlord to such Alterations,  which  consent
shall be requested by Tenant not less than thirty (30) days prior
to  the  commencement  thereof, and which consent  shall  not  be
unreasonably withheld by Landlord; provided, however, that

                               12

Tenant  may,  at  Tenant's sole cost and expense,  make  interior
Alterations  to  the  Premises which do not  cost  in  excess  of
$100,000.  The  initial  construction of the  Premises  shall  be
governed  by  the terms of the Work Letter and not the  terms  of
this Article 8.

     8.2  MANNER  OF  CONSTRUCTION. Tenant shall  construct  such
Alterations and perform all repairs in conformance with  any  and
all  applicable federal, state, county or municipal  laws,  rules
and  regulations and pursuant to, if required, a  valid  building
permit, issued by the City of Fort Wayne, all in conformance with
any  reasonable construction rules and regulations  Landlord  may
impose. All work with respect to any Alterations must be done  in
a  good  and  workmanlike  manner and  diligently  prosecuted  to
completion to the end that the Premises shall at all times  be  a
complete unit except during the period of work.

     8.3  CONSTRUCTION INSURANCE. In addition to the requirements
of  Article 10 of this Lease, in the event that Tenant makes  any
Alterations,  prior to the commencement of such  Alterations,  if
Tenant  shall  use a contractor to make such Alterations,  Tenant
shall  provide  Landlord with evidence that  Tenant  or  Tenant's
contractor  carries "Builder's All Risk" insurance in  an  amount
equal  to the cost of construction of such Alterations, and  such
other  insurance  required by law or in the exercise  of  prudent
business practices.

     8.4  LANDLORD'S PROPERTY. All Alterations shall  be  at  the
sole  cost  of  Tenant  and shall, at the expiration  or  earlier
termination  of  this  Lease,  be  and  become  the  property  of
Landlord,  except  that  Tenant  may  remove  any  non-structural
Alterations,  provided Tenant repairs any damage to the  Premises
caused  by  such  removal. If Tenant fails to repair  any  damage
caused by the removal of any Alterations, Landlord may do so  and
may  charge the reasonable cost thereof to Tenant. Tenant  hereby
indemnifies and holds Landlord harmless from any liability, cost,
obligation,  expense or claim of lien in any manner  relating  to
the   installation,  placement,  removal  or  financing  of   any
Alterations, improvements, fixtures and/or equipment  in,  on  or
about the Premises.


                            ARTICLE 9

9.    COVENANT  AGAINST LIENS. Except as provided in  Article  20
below,  Tenant has no authority or power to cause or  permit  any
lien  or  encumbrance of any kind whatsoever, whether created  by
act of Tenant, operation of law or otherwise, to attach to or  be
placed  upon the Premises, and any and all liens and encumbrances
created  by  Tenant  shall  attach  to  Tenant's  interest  only.
Landlord  shall  have the right at all times  to  post  and  keep
posted  on  the Premises any notice which it deems necessary  for
protection  from such liens. Tenant covenants and agrees  not  to
suffer  or permit any lien of mechanics or materialmen or  others
to  be placed against the Shopping Center or the Premises, or any
portion thereof, with respect to work or services claimed to have
been performed for or materials claimed to have been furnished to
Tenant  or  the Premises, and, in case of any such lien attaching
or notice of any lien, Tenant covenants and agrees to cause it to
be

                               13

released  and  removed of record or bonded in  a  timely  manner.
Notwithstanding anything to the contrary set forth in this Lease,
in the event that such lien is not released and removed or bonded
against  in  a  manner reasonably acceptable to  Landlord  on  or
before  the date occurring thirty (30) days after notice of  such
lien  is  delivered by Landlord to Tenant, Landlord, at its  sole
option,  may immediately take all action reasonably necessary  to
release and remove such lien, without any duty to investigate the
validity  thereof,  and all sums, costs and  expenses,  including
reasonable  attorneys' fees and costs, incurred  by  Landlord  in
connection  with such lien shall be deemed Additional Rent  under
this  Lease  and shall immediately be due and payable  by  Tenant
upon receipt of evidence of such payment.


                           ARTICLE 10

10.  INSURANCE.

     10.1INDEMNIFICATION.  Tenant  shall,  to  the   extent   not
covered by insurance
carried   or  required  to  be  carried  by  Landlord  hereunder,
indemnify,  defend,  protect,  and hold  harmless  Landlord,  its
managing  members,  members,  partners,  subpartners  and   their
respective officers, agents, servants, employees, and independent
contractors  from  any and all loss, cost,  damage,  expense  and
liability   (including  without  limitation   court   costs   and
reasonable  attorneys'  fees)  incurred  in  connection  with  or
arising  from any cause in, on or about the Premises,  including,
without limiting the generality of the foregoing: (i) any default
by  Tenant in the observance or performance of any of the  terms,
covenants  or  conditions of this Lease on Tenant's  part  to  be
observed  or performed; (ii) the use or occupancy of the Premises
by  Tenant  or  any person claiming by, through or under  Tenant;
(iii)  the  condition  of  the  Premises  or  any  occurrence  or
happening  on  the  Premises  from any  cause  whatsoever  except
Hazardous  Material which was present on the Property before  the
date Tenant takes possession of the Premises; (iv) Tenant's,  its
employees,  contractors  or  agents, use,  release,  manufacture,
storage,  or  disposal of any Hazardous Materials on,  under,  or
about the Premises, or the transportation to or from the Premises
of  any  Hazardous  Materials, or  (v)  any  acts,  omissions  or
negligence  of  Tenant or of any person claiming by,  through  or
under Tenant, or of the contractors, agents, servants, employees,
visitors  or licensees of Tenant or any such person,  in,  on  or
about  the  Premises,  including, without limitation,  any  acts,
omissions  or  negligence in the making  or  performance  of  any
Alterations (whether prior to or during the Lease Term); provided
that the terms of the foregoing indemnity shall not apply to  the
negligence or willful misconduct of Landlord. Landlord shall,  to
the  extent  not covered by insurance carried or required  to  be
carried by Tenant hereunder, indemnify, defend, protect and  hold
harmless   Tenant,  its  managing  members,  members,   partners,
subpartners  and  their  respective officers,  agents,  servants,
employees, and independent contractors from any such loss,  cost,
damage,  expense  or  liability (including,  without  limitation,
court costs and reasonable attorneys' fees) arising directly  out
of the negligence or willful misconduct by Landlord or Landlord's

                               14

agents,  servants,  employees and contractors. Further,  Tenant's
agreement  to  indemnify and hold Landlord harmless  pursuant  to
this  Lease  and  the exclusion from Tenant's indemnity  and  the
agreement  by  Landlord  to indemnify and  hold  Tenant  harmless
pursuant to the preceding sentence are not intended to and  shall
not  relieve  any  insurance  carrier  of  its  obligation  under
policies   required  to  be  carried  by  Landlord   or   Tenant,
respectively,  pursuant  to the provisions  of  this  Lease.  The
provisions  of this Section 10.1 shall survive the expiration  or
sooner  termination of this Lease with respect to any  claims  or
liability occurring prior to such expiration or termination.

     10.2TENANT'S  INSURANCE.  Tenant shall  keep  in  force  the
following coverages in
the following amounts:

          (i)  Commercial  General Liability  Insurance  covering
     the  insured  against  claims  of  bodily  injury,  personal
     injury   and   property  damage  arising  out  of   Tenant's
     operations,  assumed  liabilities or use  of  the  Premises,
     including   a   Broad  Form  Commercial  General   Liability
     endorsement covering the insuring provisions of  this  Lease
     and  the  performance by Tenant of the indemnity  agreements
     set  forth  in  Section 10.1 of this Lease,  for  limits  of
     liability not less than:

                    Property  Damage  Liability  $1,000,000  each
                    occurrence
                    $2,500,000 annual aggregate
                    Personal  Injury  Liability  $2,000,000  each
                    occurrence
                    $5,000,000 annual aggregate
                    0% Insured's participation

          (ii)Physical  Damage  Insurance (including  broad  form
     boiler   and   machinery  coverage)  covering   the   entire
     Premises,  including, but not limited to, (i)  the  Building
     and  (ii)  all furniture, trade fixtures, steam  boilers  or
     other  pressure  vessels,  air  conditioning,  heating   and
     ventilation  equipment and systems, equipment,  merchandise,
     inventory  and  all other similar items located  within  the
     Premises. Such insurance shall be written on an "all  risks"
     of  physical  loss or damage basis, for the full replacement
     cost  value  new without deduction for depreciation  of  the
     covered  items,  with deductibles reasonably  acceptable  to
     Landlord  and in amounts that meet any co-insurance  clauses
     of  the  policies of insurance and shall include a vandalism
     and  malicious  mischief endorsement, and sprinkler  leakage
     coverage.

          (iii)  Worker's  Compensation insurance  in  compliance
     with  all applicable laws and Employer's Liability Insurance
     in  the  amount of at least $100,000 or such greater  amount
     as may be required by law.

          (iv)  Loss  of  income and extra expense  insurance  in
     such  amounts  as  will  reimburse  Tenant  for  direct   or
     indirect loss of earnings attributable to all perils

                               15

     commonly  insured  against  by  prudent  retail  tenants  or
     attributable  to  prevention of access to  the  Premises  or
     Shopping Center as a result of such perils.

          (v)  Insurance covering the full replacement  costs  of
     all  plate  glass located at the Premises. Tenant  may  self
     insure this risk.

          (vi)  Liquor  liability insurance  coverage  in  limits
     approved  by Landlord, in the event Tenant serves  or  sells
     alcohol in or from the Premises.

     10.3 FORM  OF POLICIES. The minimum limits  of  policies  of
insurance required of Tenant under this Lease shall in  no  event
limit  the  liability of Tenant under this Lease. Such  insurance
shall  (i)  name Landlord (and if Landlord so elects,  Landlord's
partners)   and  Landlord's  lender(s)  as  additional   insureds
thereunder;  (ii)  specifically cover the  liability  assumed  by
Tenant  under this Lease, including, but not limited to, Tenant's
obligations  under Section 10.1 of this Lease;  (iii)  be  issued
with  an  insurance company authorized to do business in  Indiana
and  which  has  a  general policy rating of A or  better  and  a
financial class of VI or better by A.M. Best Company, Inc. (or if
a  rating  of  A.M. Best Company Inc. is no longer  available,  a
similar  rating from a similar or successor service) or which  is
otherwise acceptable to Landlord; (iv) be primary insurance as to
all  claims thereunder and provide that any insurance carried  by
Landlord is not excess and is non-contributing with any insurance
requirement of Tenant; (v) provide that said insurance shall  not
be  canceled  or coverage changed unless thirty (30) days'  prior
written  notice  shall  have  been  given  to  Landlord  and  any
mortgagee   of  Landlord;  and  (vi)  contain  a  cross-liability
endorsement  or  severability of interest  clause  acceptable  to
Landlord.  Tenant  shall  deliver  said  policy  or  policies  or
certificates  thereof to Landlord on or before  the  date  Tenant
takes  possession of the Premises and at least thirty  (30)  days
before  the  expiration dates thereof. In the event Tenant  shall
fail  to  procure such insurance, or to deliver such policies  or
certificate,  Landlord may, at its option, procure such  policies
for the account of Tenant, and the cost thereof (and a reasonable
administrative fee) shall be paid to Landlord within thirty  (30)
days  after  delivery  to  Tenant  of  bills  therefor.  Tenant's
obligation to carry the insurance required under Section 10.2 may
be  satisfied by inclusion of the Premises within the coverage of
a  so-called "blanket" policy or policies of insurance,  provided
that  the  coverage afforded Landlord will not be  diminished  by
reason  thereof  and  that the requirements  set  forth  in  this
Section 10.4 are otherwise satisfied.

     10.4 SUBROGATION. Landlord and Tenant agree  to  have  their
respective insurance companies issuing property damage  insurance
waive  any  rights  of subrogation that such companies  may  have
against  Landlord  or Tenant, as the case may  be.  Landlord  and
Tenant  hereby waive any right that either may have  against  the
other  on  account  of  any loss or damage  to  their  respective
property  to  the extent such loss or damage is  required  to  be
insured  against hereunder or is otherwise insured under policies
of  insurance  for fire and all risk coverage,  theft,  or  other
similar insurance.


                               16

     10.5 ADDITIONAL INSURANCE OBLIGATIONS.  Tenant  shall  carry
and  maintain during the entire Lease Term, at Tenant's sole cost
and  expense, increased amounts of the insurance required  to  be
carried  by  Tenant pursuant to this Article 10, and  such  other
reasonable  types  of insurance coverage and in  such  reasonable
amounts covering the Premises and Tenant's operations therein, as
may  be reasonably requested by Landlord or Landlord's lender(s),
but in no event shall (i) such increased amounts of insurance  or
such  other  types of insurance be in excess of that required  by
prudent  landlords of comparable first-class Shopping Centers  in
Fort  Wayne, Indiana and (ii) such coverage unless such  coverage
is  required  by  Landlord's  lender or  customarily  carried  by
similarly  situated  tenants  in  Fort  Wayne,  Indiana,  and  is
available at commercially reasonable rates.


                           ARTICLE 11

11. Damage and Destruction.

     11.1 REPAIRS AND  RESTORATION. Tenant shall promptly  notify
Landlord of any
damage to the Premises resulting from fire or any other casualty.
Tenant  shall,  following  receipt  of  applicable  permits   and
insurance proceeds, forthwith proceed to repair, restore, replace
or  rebuild the Premises, including any improvements therein,  to
substantially  the  same  condition  in  which  the   same   were
immediately  prior  to such damage or destruction.  Tenant  shall
diligently  prosecute said work to completion  without  delay  or
interruption,  except  for  events  due  to  Force  Majeure.   In
connection  with  such  repairs,  Tenant  shall,  prior  to   the
commencement of construction, submit to Landlord, for  Landlord's
review  and  approval,  all  plans,  specifications  and  working
drawings   relating  thereto.  Such  submittal   of   plans   for
construction  of improvements shall be performed  in  substantial
compliance  with  the terms of Article 8 hereof.  Notwithstanding
the  foregoing,  Landlord  shall  have  no  right  to  disapprove
Tenant's plans, specifications and working drawings to the extent
they  are  the  same  as  those previously approved  by  Landlord
pursuant  to  Exhibit  D  and Article  8  hereof.  Landlord  will
cooperate with Tenant to obtain the repair or remediation of  any
damage  done to the Joint Maintenance Common Areas which resulted
from  any  such casualty. In the event of reconstruction pursuant
to  this  Section  11.1  or  Section  11.2,  and  Base  Rent  and
Additional  Rent  shall abate to the extent of interference  with
business  conducted by Tenant in the Premises from  the  date  of
completion of such casualty until substantial completion of  such
repairs  and  the refixturing of the Premises, but only  if  such
abatement is covered by Landlord's rental interruption insurance.
In  the event of reconstruction pursuant to this Section 11.1  or
Section  11.2, all insurance proceeds payable under the  Physical
Damage  Insurance  required to be carried by Tenant  pursuant  to
Section  10.2.2  above  shall  be  paid  to  Tenant  for  use  in
connection with such reconstruction. Tenant's failure to maintain
adequate   insurance  shall  not  relieve  Tenant   of   Tenant's
obligation to rebuild.


                               17

     11.2  DESTRUCTION DURING LAST  TWO  YEARS  OF  LEASE   TERM.
Notwithstanding  the  foregoing, if such  damage  or  destruction
shall  occur within the last two (2) years of the Lease Term  (as
may  be extended pursuant to Section 2.2 above), and shall amount
to  twenty percent (20%) or more of the replacement cost  of  the
Premises  (exclusive of the land and foundation), this Lease  may
be  terminated at the election of Tenant, provided  that  written
notice  of  such election is delivered to Landlord within  forty-
five   (45)   days  after  the  occurrence  of  such  damage   or
destruction. Upon termination as aforesaid, Tenant shall demolish
the  remaining  improvements  and  remove  all  debris  from  the
Premises,  and  this Lease and the Term thereof shall  cease  and
come  to  an  end,  any unearned Rent or other  charges  paid  in
advance  by Tenant shall be refunded to Tenant, Tenant shall  pay
all Rent properly apportioned up to such date of termination, and
the  parties shall be released hereunder, and each to the  other,
from  all  liability  and  obligations thereafter  arising.  Upon
termination as aforesaid, any insurance proceeds payable pursuant
to  the  Physical Damage Insurance required to be  maintained  by
Tenant  pursuant to Section 10.2.2 (excluding insurance  proceeds
forTenant's merchandise, inventory and personal property, and the
demolition and removal of the improvements) shall be disbursed to
the  parties as provided in the following sentences. The  parties
shall first agree upon the extent of the damage or destruction on
a  percentage basis (e.g., 20%, 30%, 50%, etc.). If  the  parties
are  unable  to agree on the percentage of damage or destruction,
then each party shall select an independent appraiser in order to
determine  the extent of damage or destruction and the percentage
of  damage  or destruction reasonably determined by each  party's
independent  appraiser shall be averaged  for  purposes  of  this
paragraph.  Within  45  days after such  determination,  Landlord
shall  elect whether or not Landlord desires to repair or replace
any  damage  to  the  improvements located on  the  Premises.  If
Landlord  elects  to  repair  or  replace  the  damage   to   the
improvements on the Premises, then such insurance proceeds  shall
be  disbursed  as  follows:  (a) a percentage  of  the  insurance
proceeds  equal to the damage or destruction to the  improvements
on the Premises, as determined by the parties or their respective
appraisers, shall be disbursed to Landlord; and (b) the remaining
balance  of the insurance proceeds shall be disbursed to  Tenant.
If  Landlord does not elect to repair or replace the improvements
located  on  the Premises, then the insurance proceeds  shall  be
disbursed as follows: (i) first, to the payment of all reasonable
costs  of  demolition and removal of the improvements located  on
the  Premises; (ii) a portion of the remaining balance, equal  to
the remaining balance multiplied by the percentage of destruction
of  the  improvements located on the Premises, shall be  paid  to
Landlord;  and  (iii)  the remaining balance  of  said  insurance
proceeds shall be paid to Tenant.

                           ARTICLE 12

12.  NON-WAIVER. Nowaiverof any provision of this Lease shall  be
implied  by  any  failure of Landlord or Tenant  to  enforce  any
remedy  on  account of the violation of such provision,  even  if
such  violation  shall continue or be repeated subsequently,  and
any  waiver by Landlord or Tenant of any provision of this  Lease
may only be in writing. Additionally, no

                               18

express  waiver  shall affect any provision other  than  the  one
specified  in such waiver and then only for the time and  in  the
manner specifically stated. No receipt of monies by Landlord from
Tenant after the termination of this Lease shall in any way alter
the  length  of the Lease Term or of Tenant's right of possession
hereunder,  or  after the giving of any notice  shall  reinstate,
continue  or  extend the Lease Term or affect  any  notice  given
Tenant prior to the receipt of such monies, it being agreed  that
after  the  service of notice or the commencement of a  suit,  or
after final judgment for possession of the Premises, Landlord may
receive  and collect any Rent due, and the payment of  said  Rent
shall not waive or affect said notice, suit or judgment.


                           ARTICLE 13

13.  CONDEMNATION.

     13.1PERMANENT  TAKING. If all or a material portion  of  the
Premises is taken by power of eminent domain or condemned by  any
competent  authority ("Condemnor") for any public or quasi-public
use  or purpose, or if access to the Premises is permanently  and
substantially  impaired  as a result of such  taking,  such  that
Tenant's  business  operations on the Premises are  substantially
interfered with, either party shall have the option to  terminate
this  Lease  upon  ninety (90) days' notice to the  other  party,
provided  such  notice is given no later than one hundred  eighty
(180)  days  after  the date of such taking.  Landlord  shall  be
entitled  to the entire award or payment in connection therewith,
except that Tenant shall be entitled to such portion of the award
attributable  to loss of Tenant's interest in the  Building,  any
Alterations,  goodwill and moving expenses.  All  Rent  shall  be
apportioned  as of the date of such termination, or the  date  of
such  taking,  whichever shall first occur. If any  part  of  the
Premises  shall  be  taken,  and  this  Lease  shall  not  be  so
terminated, the Rent shall be equitably adjusted.


                           ARTICLE 14

14. ASSIGNMENT AND SUBLETTING.

     14.1 TRANSFERS. Except  as permitted  in  Section  14.5  and
Article  20  below, Tenant shall not, without the  prior  written
consent  of Landlord, assign or otherwise transfer this Lease  or
any  interest hereunder, permit any assignment, or other transfer
of  this  Lease  or any interest hereunder by operation  of  law,
sublet the Premises or any part thereof, or permit the use of the
Premises by any persons other than Tenant and its employees  (all
of   the   foregoing  are  hereinafter  sometimes   referred   to
collectively  as "Transfers" and any person to whom any  Transfer
is made or sought to be made is hereinafter sometimes referred to
as  a "Transferee"). If Tenant desires Landlord's consent to  any
Transfer,  Tenant shall notify Landlord in writing, which  notice
(the "Transfer Notice") shall include

                               19

(i)  the proposed effective date of the Transfer, which shall not
be  less  than thirty (30) days after nor more than  one  hundred
eighty  (180)  days after the date of delivery  of  the  Transfer
Notice, (ii) a description of the portion of the Premises  to  be
transferred  (the  "Subject Space"), (iii) all  of  the  material
terms  of  the  proposed  Transfer, and  (iv)  current  financial
statements  of the proposed Transferee certified by  an  officer,
partner  or  owner thereof, and any other information  reasonably
required  by  Landlord to determine the financial responsibility,
character  and  business experience of the  proposed  Transferee,
nature  of  such Transferee's business and proposed  use  of  the
Subject  Space,  and  such  other  information  as  Landlord  may
reasonably  require. Any Transfer made without  Landlord's  prior
written consent shall, at Landlord's option, be null, void and of
no  effect, and shall, at Landlord's option, constitute a default
by  Tenant under Section 19.1 of this Lease, subject to  Tenant's
right to cure such default.

     14.2 LANDLORD'S CONSENT.  Landlord  shall  not  unreasonably
withhold  its  consent  to,  condition  or  delay,  any  proposed
Transfer  of  the Subject Space to the Transferee  on  the  terms
specified in the Transfer Notice. Without limitation as to  other
reasonable  grounds for withholding consent, the  parties  hereby
agree that it shall be reasonable under this Lease and under  any
applicable  law for Landlord to withhold consent to any  proposed
Transfer where one or more of the following apply:

          (i)  The  Transferee's contemplated use of the  Subject
     Space  following the Transfer conflicts with a then existing
     exclusive granted another occupant of the Shopping Center;

          (ii)The    Transferee    lacks   sufficient    business
     reputation, character or experience to operate a  successful
     business from the Premises;

          (iii)  The  Transferee has a Net Worth,  as  calculated
     pursuant  to  GAAP,  of  less  than  Four  Million   Dollars
     ($4,000,000.00);

          (iv)  The proposed Transfer would cause a violation  of
     another  lease  for space in the Shopping Center  which  was
     executed  prior to this Lease, or would give an occupant  of
     the Shopping Center a right to cancel its lease or bring  an
     action  against Landlord or Jefferson under the  Outlot  ECR
     or otherwise; or

          (v)  The proposed Transfer relates to less than all  of
     the Premises.

If  Landlord  consents to any Transfer pursuant to the  terms  of
this  Section  14.2, Tenant may within 180 days after  Landlord's
consent, but not later than the expiration of said period,  enter
into  such  Transfer  of  the Premises or portion  thereof,  upon
substantially the same terms and conditions as are set  forth  in
the  Transfer Notice furnished by Tenant to Landlord pursuant  to
Section 14.1 of this Lease.

                               20

     14.3 EFFECT OF TRANSFER. If Landlord consents to a Transfer,
(i)  the  terms and conditions of this Lease shall in no  way  be
deemed  to have been waived or modified, (ii) such consent  shall
not be deemed consent to any further Transfer by either Tenant or
a  Transferee,  (iii) Tenant shall deliver to Landlord,  promptly
after  execution, a copy of the assignment or sublease or similar
transfer document and (iv) no Transfer relating to this Lease  or
agreement  entered  into with respect thereto,  whether  with  or
without  Landlord's consent, (including, but not limited  to  any
Transfer permitted without Landlord's consent under Section  14.5
below)  shall  relieve Tenant from liability  under  this  Lease.
Notwithstanding  the  foregoing, Tenant shall  be  released  from
liability  thereafter arising under this Lease  in  the  event  a
Transferee  approved  by Landlord and which otherwise  meets  the
requirements  of this Article 14 has (and will continue  to  have
immediately following such Transfer) a net worth and net  current
assets  of  $10,000,000  and $2,000,000, respectively.  The  most
recent  annual  report  or financial statements,  audited  by  an
independent certified public accountant, of such Transferee shall
be  delivered to Landlord to evidence such Transferee's net worth
and net current assets.

     14.4 ADDITIONAL  TRANSFERS. Subject to Section  14.5  below,
for  purposes  of  this  Lease, the term  "Transfer"  shall  also
include (i) if Tenant is a partnership, the withdrawal or change,
voluntary,  involuntary or by operation of law, of sixty  percent
(60%) or more of the general partners, or transfer of twenty-five
percent (25%) or more of the general partnership interests (other
than to immediate family members for estate planning purposes, or
as  a  result of death), within a eighteen (18) month period,  or
the    dissolution   of   the   partnership   without   immediate
reconstitution  thereof, and (ii) if Tenant  is  a  closely  held
corporation  (i.e.,  whose stock is not  publicly  held  and  not
traded  through  an  exchange  or  over  the  counter),  (A)  the
dissolution,  merger,  consolidation or other  reorganization  of
Tenant,  (B) the sale or other transfer of more than an aggregate
of fifty percent (50%) of the voting shares of Tenant (other than
to immediate family members by reason of gift or death) within  a
twelve (12) month period or (c) the sale, mortgage, hypothecation
or pledge of more than an aggregate of sixty percent (60%) of the
value  of the unencumbered assets of Tenant within a twelve  (12)
month period.

     14.5 PERMITTED  TRANSFERS.  Notwithstanding  the   foregoing
provisions  of this Article 14, Tenant shall have  the  right  to
assign this Lease, or sublet the Premises or any portion thereof,
without  the  consent of Landlord (but upon at least thirty  (30)
days' prior written notice to Landlord), as a part of a financing
transaction  or  to any subsidiary corporation or  other  entity,
which acquires all or substantially all of the shares of stock or
assets of Tenant or which is a parent or subsidiary of Tenant, or
which  is  the successor corporation in the event of a  corporate
reorganization (collectively, a "Related Entity"); provided  that
such merger, consolidation, acquisition, or reorganization is not
entered  into  or  structured as a subterfuge to  avoid  Tenant's
obligations  or  liabilities hereunder, and  provided  the  other
entity  shall  assume  in writing Tenant's obligations  this  the
Lease.

                               21

                           ARTICLE 15

15.   SURRENDER  OF  PREMISES; OWNERSHIP  AND  REMOVAL  OF  TRADE
FIXTURES.

     15.1 SURRENDER OF PREMISES. No act or thing done by Landlord
or  any agent or employee of Landlord during the Lease Term shall
be  deemed to constitute an acceptance by Landlord of a surrender
of  the  Premises unless such intent is specifically acknowledged
in  a  writing signed by Landlord. The delivery of  keys  to  the
Premises  to Landlord or any agent or employee of Landlord  shall
not   constitute  a  surrender  of  the  Premises  or  effect   a
termination of this Lease, whether or not the keys are thereafter
retained  by  Landlord, and notwithstanding such delivery  Tenant
shall  be  entitled to the return of such keys at any  reasonable
time  upon  request  until this Lease shall  have  been  properly
terminated.  The voluntary or other surrender of  this  Lease  by
Tenant,  whether  accepted  by  Landlord  or  not,  or  a  mutual
termination hereof, shall not work a merger, and at the option of
Landlord  shall  operate  as an assignment  to  Landlord  of  all
subleases or subtenancies affecting the Premises.

     15.2 REMOVAL OF TENANT PROPERTY BY TENANT Within thirty (30)
days  after the expiration of the Lease Term, or upon any earlier
termination  of  this  Lease,  Tenant  shall,  subject   to   the
provisions  of this Article 15, quit and surrender possession  of
the  Premises  to Landlord broom-clean, in as good condition  and
repair as Tenant is required to maintain the same throughout  the
Lease Term, normal wear and tear excepted, together with all keys
and combinations to locks, safes and vaults and all improvements,
alterations, additions, and fixtures installed in, upon orto  the
interior  or exterior of the Premises, except personal  property,
signs and trade fixtures, all of which shall thereupon become the
property  of  Landlord without any claim by Tenant therefor,  but
the surrender of such property to Landlord shall not be deemed to
be  a  payment of rent or in lieu of any rents, charges or  other
sums reserved hereunder. Tenant shall have up to thirty (30) days
after  the  expiration  of  the Lease Term  in  which  to  remove
Tenant's personal property, signs and trade fixtures, and  Tenant
shall  pay  to  Landlord upon the surrender of the  Premises,  an
amount equal to one-half (1/4) of the Base Rent calculated on a per
diem  basis using the last month's Base Rent. Before surrendering
the  Premises, Tenant may, but shall not be obligated to,  remove
any  improvements,  alterations,  additions,  lighting  fixtures,
apparatus,  equipment  and  decorations  at  any  time  made   or
installed  by Tenant in, upon or to the interior or  exterior  of
the  Premises,  and  Tenant further agrees to repair  any  damage
caused  thereby. If Tenant shall fail to remove any  of  Tenant's
said  personal property, signs and trade fixtures, said  property
shall, at the option of Landlord, either be deemed abandoned  and
become the exclusive property of Landlord, or Landlord shall have
the  right  to  remove and store said property,  without  further
notice to or demand upon Tenant.

     15.3 LANDLORD'S  LIEN WAIVER. Landlord,  within  thirty (30)
days  after  request from Tenant, shall execute and  deliver  any
document  reasonably required by any supplier, lessor, or  lender
in  connection  with  the granting, creating,  or  perfecting  by
Tenant of a

                               22

security  interest  in and to Tenant's movable personal  property
(including,  but,  not limited to, Tenant's inventory,  supplies,
merchandise,  fixtures, machinery and equipment but  specifically
excluding  any  such personal property paid for by Landlord)  and
any   proceeds  therefrom,  pursuant  to  which  Landlord   shall
subordinate  any  rights it may have or acquire with  respect  to
said personal property of Tenant, and any proceeds therefrom,  if
the  supplier, lessor, or lender agrees in writing that:  (i)  it
will remove that property from the Premises before the expiration
of  the  term or within ten (10) days after termination  of  this
Lease  and  (ii)  it  will, at its sole cost  and  expense,  make
whatever restoration to the Premises that is necessitated by such
removal.

                           ARTICLE 16

16.   HOLDING OVER. If Tenant holds over after the expiration  of
the  Lease  Term hereof, with or without the express  or  implied
consent  of  Landlord, such tenancy shall be from  month-to-month
only,  and  shall not constitute a renewal hereof or an extension
for any further term, and in such case Base Rent shall be payable
at  a  monthly rate equal to one hundred fifty percent (150%)  of
the  Base  Rent applicable during the last rental period  of  the
Lease Term under this Lease. Such month-to-month tenancy shall be
subject  to  every other applicable term, covenant and  agreement
contained herein. Nothing contained in this Article 16  shall  be
construed  as consent by Landlord to any holding over by  Tenant,
and  Land lord expressly reserves the right to require Tenant  to
surrender  possession of the Premises to Landlord as provided  in
this  Lease  upon  the  expiration or other termination  of  this
Lease,  but subject to Tenant's rights in Section 15.2. If Tenant
fails   to  surrender  the  Premises  upon  the  termination   or
expiration of this Lease, in addition to any other liabilities to
Landlord  accruing  therefrom,  Tenant  shall  protect,   defend,
indemnify  and  hold  Landlord  harmless  from  all  loss,  costs
(including  reasonable attorneys' fees) and  liability  resulting
from such failure.


                           ARTICLE 17

17.   ESTOPPEL  CERTIFICATES. Within fifteen business  days  (15)
days  following  a request in writing by Landlord,  Tenant  shall
execute  and deliver to Landlord an estoppel certificate,  which,
as  submitted by Landlord, shall be substantially in the form  of
Exhibit  C,  attached  hereto (or  such  other  form  as  may  be
reasonably required by any prospective mortgagee or purchaser  of
the  Shopping Center, or any portion thereof), indicating therein
any  exceptions  thereto that may exist at that time,  and  shall
also  contain  any  other  information  reasonably  requested  by
Landlord  or  Landlord's mortgagee or prospective mortgagee.  The
provisions  of this Article 17 are hereby deemed to be reciprocal
to  the extent contextually applicable, including the requirement
that Landlord deliver such an estoppel certificate to a Leasehold
Mortgagee (as defined in Article 20 below).


                               23

                           ARTICLE 18

18.   SUBORDINATION. This Lease shall be subject and  subordinate
to the lien of any mortgage now or hereafter in force against the
Premises, if any, and to all renewals, extensions, modifications,
consolidations and replacements thereof, and to all advances made
or  hereafter  to  be made upon the security of  such  mortgages,
unless  the holders of such mortgages, or the lessors under  such
ground  lease,  require in writing that this  Lease  be  superior
thereto. Notwithstanding the foregoing, the subordination of this
Lease  to mortgages shall be conditioned upon delivery to  Tenant
of  a reasonably acceptable Non-Disturbance Agreement (as defined
below).  Tenant covenants and agrees in the event any proceedings
are  brought for the foreclosure of any such mortgage or deed  in
lieu  thereof,  to  attorn, without any  deductions  or  set-offs
whatsoever, to the purchaser or any successors thereto  upon  any
such foreclosure sale or deed in lieu thereof if so requested  to
do  so by such purchaser, and to recognize such purchaser as  the
lessor  under  this  Lease; provided that  such  purchaser  shall
recognize this Lease and that Tenant's right to possession of the
Premises  under  this  Lease shall not be disturbed  so  long  as
Tenant  performs  all  of the duties and  obligations  of  Tenant
hereunder.  Tenant shall, within twenty (20) days of  request  by
Landlord,   execute   and  deliver  to  Landlord   such   further
instruments  or  assurances  as  Landlord  may  reasonably   deem
necessary to evidence or confirm the subordination or superiority
of  this  Lease  to  any  such  mortgages,  subject  to  Tenant's
obtaining  from  such  mortgagee a commercially  reasonable  non-
disturbance agreement executed by such mortgagee providing  that,
as  long as Tenant is not in default beyond the expiration of the
applicable  cure  period hereunder, this Lease  shall  remain  in
effect for the full Lease Term (a "Non-Disturbance Agreement").


                           ARTICLE 19

19. DEFAULTS; REMEDIES.

     19.1EVENTS OF DEFAULT BY TENANT. The occurrence  of  any  of
the  following  shall constitute an Event of  Default  by  Tenant
under the terms of this Lease:

          (i)  Any failure by Tenant to pay any Rent or any other
     charge  required to be paid under this Lease,  or  any  part
     thereof,  within  ten  (10) days after written  notice  from
     Landlord to Tenant that such payment is due; or

          (ii)A Transfer in violation of Article 14 hereof; or

          (iii)  Any failure by Tenant to observe or perform  any
     other  provision, covenant or condition of this Lease to  be
     observed   or   performed  by  Tenant  where  such   failure
     continues for thirty (30) days after written notice  thereof
     from Landlord to Tenant; provided however, if the nature  of
     such default is such that the same

                               24

     cannot  reasonably be cured within a thirty (30) day period,
     Tenant  shall  not  be  deemed  to  be  in  default  if   it
     diligently  commences  such  cure  within  such  period  and
     thereafter  diligently  proceeds to rectify  and  cure  said
     default as soon as possible; or

          (iv)  Tenant's  failure  to  execute  and  deliver  any
     requested    estoppel   instrument(s)    or    subordination
     agreement(s) within fifteen business (15) days  of  Tenant's
     receipt of same; or

          (v)   To   the  extent  permitted  by  law,  a  general
     assignment  by  Tenant  of  the Lease  for  the  benefit  of
     creditors,  or  the  filing  by or  against  Tenant  of  any
     proceeding under an insolvency or bankruptcy law, unless  in
     the  case of a proceeding filed against Tenant the  same  is
     dismissed within ninety (90) days, or the appointment  of  a
     trustee   or  receiver  to  take  possession   of   all   or
     substantially   all   of  the  assets  of   Tenant,   unless
     possession  is restored to Tenant within ninety  (90)  days,
     or  any execution or other judicially authorized seizure  of
     all  or  substantially all of Tenant's assets  located  upon
     the  Premises or of Tenant's interest in this Lease,  unless
     such seizure is discharged within ninety (90) days.

     19.2 LANDLORD'S REMEDIES UPON DEFAULT BY  TENANT.  Upon  the
occurrence  of  any uncured Event of Default by Tenant,  Landlord
may,  at  its  option: a) terminate this Lease as of a  specified
date provided in a notice to tenant, and resume possession of the
Premises, or b) without terminating the Lease, relet the Premises
without  such reletting being deemed an acceptance of a surrender
of  the  Premises or Lease, nor a waiver of Landlord's rights  or
remedies.  In  addition to rights to possession of the  Premises,
Landlord shall be entitled to damages in an amount calculated  as
provided  below. Landlord shall have the right to accelerate  the
Rent  for  the  lesser  of  the  unexpired  term  (not  including
renewals)  and  sixty  (60)  months  (the  "Initial  Acceleration
Period"). The present value of this stream of Rent shall then  be
calculated  utilizing a discount rate of eight percent  (8%)  per
annum.  Landlord shall attempt to obtain a substitute  tenant  or
take  other  commercially  reasonable  actions  to  mitigate  its
damages. Landlord shall calculate the present value of the rental
payments  to  be  remitted by the substitute  tenant  during  the
Initial  Acceleration  Period using  a  discount  rate  of  eight
percent  (8%) per annum. The parties agree that Landlord may  not
find  a  suitable  substitute tenant  for  part  of  the  Initial
Acceleration  Period.  Landlord shall  calculate  the  difference
between  the present value of the Rent to be remitted  by  Tenant
pursuant to the terms of this Lease and the present value of  the
rent to be remitted by the substitute tenant. To such amount will
be  added all reasonable attorneys fees and expenses incurred  by
Landlord to obtain a substitute tenant or to enforce the terms of
this  Lease,  reasonable  realtor's  fees  and  other  reasonable
expenses of reletting the Premises. Landlord shall be entitled to
a  money  judgment against Tenant for such amount. In  the  event
that  the unexpired term (not including renewals) extends  beyond
the  Initial  Acceleration Period, upon the expiration  of  forty
eight  (48) months after Landlord's initial acceleration of Rent,
Landlord shall be entitled to accelerate Rent again

                               25

for  any  additional period equal to the lesser of the  unexpired
term   (not  including  renewals)  remaining  after  the  Initial
Acceleration   Period   and  sixty  (60)  months   (the   "Second
Acceleration Period"). Landlord shall be entitled to judgment  in
its  favor and against Tenant for the Second Acceleration  Period
(if any) of Rent calculated as described above. In the event that
the  unexpired term (not including renewals) extends  beyond  the
Second  Acceleration  Period,  Landlord  shall  be  entitled   to
accelerate  a  third  time upon expiration of  forty  eight  (48)
months  after the dale of the Second Acceleration Period for  any
additional period equal to the lesser of the unexpired term  (not
including  renewals)  remaining  after  the  Second  Acceleration
Period and sixty (60) months. This procedure shall continue until
the  term  (not including renewals) is expired. Judgment  may  be
entered  in  favor of Landlord and against Tenant notwithstanding
that  Landlord  has  not  yet found a substitute  Tenant  despite
commercially reasonable efforts. In such a case, Landlord  agrees
to  promptly  amend  the  judgment after obtaining  a  substitute
tenant to take into account the present value of the rent  to  be
paid by the substitute tenant.

     19.3 EFFORTS TO RELET. For the purposes of this Article  19,
Tenant's  right to possession shall not be deemed  to  have  been
terminated by efforts of Landlord to relet the Premises,  by  its
acts of maintenance or preservation with respect to the Premises,
or  by  appointment of a receiver to protect Landlord's interests
hereunder.  The  foregoing enumeration  is  not  exhaustive,  but
merely  illustrative of acts which may be performed  by  Landlord
without terminating Tenant's right to possession.

     19.4 LANDLORD DEFAULT.  Landlord shall  not  be  in  default
hereunder  unless  Landlord  fails  to  perform  the  obligations
required  of Landlord within a reasonable time, but in  no  event
sooner  than thirty (30) days after notice by Tenant to  Landlord
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  performance,  then  Landlord shall  not  be  in  default  if
Landlord  commences  performance within such  30-day  period  and
thereafter  diligently prosecutes the same to completion.  In  no
event  shall Tenant have the right to terminate this Lease  as  a
result  of  Landlord's default, and Tenant's  remedies  shall  be
limited to monetary damages and such other amounts in addition to
or in lieu of the foregoing as may be permitted from time to time
by  applicable  law; provided however, that  in  no  event  shall
Landlord  be liable under any circumstances for any consequential
damages  incurred  by Tenant including, without  limitation,  any
injury  to,  or interference with, Tenant's business,  (including
any  loss  of  profits) arising in connection  with  this  Lease.
Nothing herein contained shall be interpreted to mean that Tenant
is  excused  from paying Rent due hereunder as a  result  of  any
default by Landlord. Notwithstanding the foregoing or anything in
this  Lease to the contrary, if Landlord is in default  hereunder
(after  expiration  of the notice and cure period),  then  Tenant
may, following an additional ten (10) day notice to Landlord  and
any  such  holder of a mortgage, cure such default on  Landlord's
behalf  and expense and, in such event, Landlord shall  reimburse
Tenant  for  all  reasonable  and documented  costs  incurred  in
connection therewith within thirty (30) days following receipt of
a billing therefor. In no

                               26

event  shall Tenant have any right to offset or deduct  any  sums
from  Rent due hereunder until the expiration of thirty (30) days
after  providing  Landlord a billing  for  any  expense  paid  by
Tenant,  in  which event Tenant may, notwithstanding anything  in
this Lease to the contrary, deduct from any single installment of
Base Rent an amount not in excess of twenty-five (25%) percent of
that  particular installment, which deduction may be taken  until
Tenant has fully recovered the expense, plus interest thereon  at
the Interest Rate.

     19.5 CONSEQUENTIAL DAMAGES. Landlord and Tenant  each  waive
any  and  all  claims  or  liability for any  and  all  indirect,
incidental,  special or consequential damages  which  either  may
incur as a result of a default by the other under this Lease.


                           ARTICLE 20

20.  Leasehold Mortgages.

     20.1 RIGHT TO  ENCUMBER.  Notwithstanding  anything  to  the
contrary contained in the Lease, Tenant may at any time and  from
time  to  time without Landlord's consent, encumber, hypothecate,
mortgage, pledge or alienate Tenant's leasehold estate and rights
hereunder,  and  Tenant's  interest in  the  Building  and  other
improvements constructed by Tenant on the Premises,  as  security
for  payment  of  any  indebtedness of  Tenant  to  a  lender  or
investor;  provided,  however, such  encumbrance,  hypothecation,
mortgage, pledge or alienation shall not encumber Landlord's  fee
title  or reversionary interest in orto the Premises, the  Tenant
Improvements, and Landlord's right to receive Rent and Additional
Rent  hereunder  shall  have priority  over  the  rights  of  any
Leasehold  Mortgagee  (as defined below). Any  such  encumbrance,
hypothecation, mortgage, pledge or alienation shall  be  referred
to  herein  as  a  "Leasehold Mortgage,"  and  the  holder  of  a
Leasehold  Mortgage  shall be referred  to  herein  as  Leasehold
Mortgagees."  A  Leasehold Mortgagee may  enforce  its  Leasehold
Mortgage and acquire title to the leasehold estate in any  lawful
way  and,  pending foreclosure of such Leasehold  Mortgage,  such
Leasehold  Mortgagee  may  take possession  of  and  operate  the
Premises,  performing all obligations of Tenant under this  Lease
capable of being performed by such Leasehold Mortgagee, and  upon
foreclosure  of such Leasehold Mortgage by judicial  foreclosure,
or  upon  acquisition of the leasehold estate by deed in lieu  of
foreclosure,  the  Leasehold  Mortgagee  may,  upon   notice   to
Landlord,  sell  and assign the leasehold estate hereby  created;
subject   to   the   requirements   of   Section   20.4    below.
Notwithstanding any such Leasehold Mortgage, in  no  event  shall
Tenant  be released from any of its obligations under this  Lease
(even  in  the  event any Leasehold Mortgagee  or  any  successor
acquires title to such leasehold estate).

     20.2 LANDLORD'S FORBEARANCE. Landlord, concurrently with the
delivery  to  Tenant of any notice of a default or  breach  under
this  Lease, shall provide a copy of such notice to any Leasehold
Mortgagee,  so long as Landlord has previously been  informed  of
the  name  and address of such Leasehold Mortgagee in the  manner
and by the means

                               27

provided for in Article 22 of this Lease. There shall be only one
such  Leasehold  Mortgage  at a given time.  No  such  notice  by
Landlord to Tenant shall be deemed to have been duly given unless
and  until  a copy thereof has been so provided to any  Leasehold
Mortgagee  of  which  Landlord  has  notice.  Landlord  may   not
terminate  this Lease because of Tenant's default or  breach  if,
within  thirty  (30)  days after such written  notice,  any  such
Leasehold Mortgagee shall have (i) cured all defaults or breaches
described  in  said notice which can be cured by the  payment  of
money;  or (ii) if any such defaults or breaches are not  curable
by  the  payment  of  money commenced to cure  such  defaults  or
breaches  and  continue diligently to prosecute the same  towards
completion (including foreclosure if necessary to gain possession
of  Premises).  If the Leasehold Mortgagee ceases its  effort  to
cure  any  such  default, then Landlord  shall  have  no  further
obligation hereunder to forebear the termination of this Lease.

     20.3 NEW  LEASE. Upon  a  Leasehold Mortgagee's  request  to
Landlord within thirty (30) days after such Leasehold Mortgagee's
acquisition of such leasehold, Landlord shall enter  into  a  new
lease with such Leasehold Mortgagee covering the Premises covered
by  the  foreclosed Lease if such Leasehold Mortgagee  (i)  gives
notice of request prior to or concurrently with such foreclosure,
(ii)  pays  all  costs associated with such new lease  (including
Landlord's  attorneys' fees and costs), and  (iii)  remedies  all
defaults  capable  of cure (including, but not  limited  to,  the
payment of all Rent and other charges due under this Lease up  to
and  including the commencement of the term of such  new  lease).
The  new  lease shall be for the remainder of the Term, plus  any
Option Terms (as may be extended pursuant to Section 2.2) of this
Lease,  effective at the date of foreclosure, and in the form  of
this Lease, including, but not limited to, at the Rent and on all
of    the    covenants,   agreements,   conditions,   provisions,
restrictions  and limitations contained in this Lease  (including
the restrictions on use contained in Article 5 hereof).

     20.4 ASSIGNMENT. No  Leasehold  Mortgagee  or  purchaser  at
foreclosure  shall  be entitled to become the owner  of  Tenant's
interest  in  this  Lease  unless  such  Leasehold  Mortgagee  or
purchaser  shall first have delivered to Landlord  an  assumption
agreement   reasonably  acceptable  to  Landlord,   executed   in
recordable form, wherein and whereby such Leasehold Mortgagee  or
purchaser  (i)  assumes the performance  of  all  of  the  terms,
covenants  and  conditions of this Lease, and expressly  confirms
that the same are in full force and effect, (ii) use the Premises
in  accordance  with  all  of  the  requirements  of  this  Lease
(including   Article  5)  and  (iii)  otherwise   satisfies   the
requirements  of  Section 14.3 concerning an assignment  of  this
Lease.

                           ARTICLE 21
               INSPECTION AND DELIVERY OF PREMISES

     Prior  to  the execution of this Lease, Tenant has  had  the
opportunity to obtain and review the following documents:

          (i)  Copy of the Construction, Operation and Reciprocal
     Easement  Agreement by and between Landlord  and  Von  Maur,
     Inc.,  recorded on June 23, 2000, as Document No.  200038790
     (the "REA"), and

          (ii)Draft Outlot ECR.

     21.1Landlord  has no actual knowledge of, and  has  received
no  notice  of, any violation, or potential or alleged violation,
of  any governmental law, rule, statute, ordinance or regulation,
including  without limitation Environmental Laws,  affecting  the
Shopping  Center,  the  Premises or  any  contiguous  properties,
regardless  of whether same has been cured. "Environmental  Laws"
means  any  and  all federal, state, county, municipal  or  other
governmental  statutes, laws, ordinances, rules, regulations  and
legally  enforceable policies concerning the  protection  of  the
environment, human health or safety, whether presently in  effect
or hereafter enacted, promulgated, amended or substituted.

     21.2 CONDITIONS  TO   TENANT'S   OBLIGATIONS.   Tenant   has
completed Tenant's due diligence.

     21.3 DELIVERY. Landlord shall deliver the Premises to Tenant
when  Landlord  closes  on  the purchase  of  the  Premises  from
Jefferson.


                           ARTICLE 22

22.  NOTICES.  All  notices,  demands, statements,  designations,
approvals or other communications (collectively, "Notices") given
or  required  to be given by either party to the other  hereunder
shall be in writing, shall be sent by United States certified  or
registered  mail,  postage  prepaid,  return  receipt  requested,
ordelivered  personally  (including reputable  overnight  courier
services) to Landlord or Tenant at the appropriate addresses  set
forth  in  Section ii of the Summary, or to such other  place  as
Landlord or Tenant may from time to time designate in a Notice to
the other party. Any Notice will be deemed given upon receipt  or
refusal  if it is mailed as provided in this Article 22  or  upon
the  date personal delivery is made. If Tenant is notified of the
identity and address of the holder of any deed of trust or ground
or  underlying  lessor, Tenant shall give to  such  mortgagee  or
ground  or  underlying lessor written notice of  any  default  by
Landlord  under the terms of this Lease any method  permitted  by
this  Article 22, and such mortgagee shall be given a  reasonable
opportunity to cure such default prior to Tenant's exercising any
remedy available to

                               29

Tenant.  If  Landlord is notified of the identity and address  of
the  holder of a Leasehold Mortgage, Landlord shall give to  such
Leasehold Mortgagee written notice of any default by Tenant under
the  terms of this Lease by a method permitted under this Article
22, and such Leasehold Mortgagee shall be given an opportunity to
cure  such  default  prior to Landlord's  exercising  any  remedy
available  to Landlord, as more particularly provided in  Section
20.2.


                           ARTICLE 23

23.   DEVELOPMENT  OF THE SHOPPING CENTER. Jefferson  intends  to
subdivide all or a portion of the Shopping Center pursuant to the
terms  of the Outlot ECR. Subject to the Tenant's rights and  the
limitations set forth in the Outlot ECR, Tenant agrees to execute
and deliver, upon demand by Landlord and in the form requested by
Landlord,  any  additional  documents  reasonably  necessary   to
conform  this  Lease  to  the  circumstances  resulting  from   a
subdivision  and  any  all maps in connection  therewith.  It  is
agreed  that  (i)  all  Common Areas  shall  be  subject  to  the
exclusive control and management of Jefferson and subject to  the
Outlot  ECR (as defined in this Lease), and Jefferson shall  have
the  right  at  any time (either before, during or after  initial
construction  thereof), once or more often, to change  the  size,
area,  level,  location and arrangement of the entrances,  access
roads,  parking  areas  and  other  Common  Areas,  to  construct
buildings  and  other improvements thereon and  therein,  and  to
permit  the  owners  and occupants of land  located  outside  the
Shopping Center and Premises and their invitees to use the Common
Areas;  (ii)  Jefferson shall have the right to make  alterations
and  additions to the buildings in the Shopping Center (including
the construction of additional buildings therein), and to add and
exclude   areas  from  the  Shopping  Center,  and  to   relocate
improvements; and (iii) Jefferson shall have the right to do  and
perform  such other acts in and to the Common Areas as  Jefferson
shall  determine to be advisable with a view to the  improvements
of  the  convenience and use thereof by tenants of  the  Shopping
Center  and  Premises, and their customers.  The  rights  of  the
Landlord and Jefferson as reserved in this Lease shall be subject
to the condition that no exercise of any such rights by Jefferson
in  accordance  with  the  Outlot ECR shall  alter  the  physical
dimensions  of the Premises nor change its location  or  relative
proximity   to   other   stores  nor  otherwise   materially   or
unreasonably interfere with the conduct of Tenant's  business  in
the  Premises and if Jefferson does so in violation of the Outlot
ECR,  Tenant shall be entitled to relief only against  Jefferson.
Tenant  acknowledges that portions of the Shopping Center may  be
under  construction following Tenant's occupancy of the Premises,
and  that such construction may result in levels of noise,  dust,
obstruction  of access, etc. which are in excess of that  present
in  a fully constructed Shopping Center. Tenant hereby waives any
and all Rent offsets or claims of constructive eviction which may
arise in connection with such construction.


                               30
                           ARTICLE 24

24.   BROKERS. Landlord and Tenant hereby warrant to  each  other
that  they  have had no dealings with any real estate  broker  or
agent in connection with the negotiation of this Lease, and  that
they know of no real estate broker or agent who is entitled to  a
commission in connection with this Lease, other than Next  Realty
and  its  local  affiliate, which commission  shall  be  paid  by
Landlord.  Each  party agrees to indemnify and defend  the  other
party against and hold the other party harmless from any and  all
claims,  demands, losses, liabilities, lawsuits,  judgments,  and
costs  and  expenses  (including  without  limitation  reasonable
attorneys'  fees)  with  respect to  any  leasing  commission  or
equivalent  compensation alleged to be owing on  account  of  any
dealings  with  any  real estate broker or agent,  occurring  by,
through,  or  under  the indemnifying party. Tenant  acknowledges
that  Landlord  has informed Tenant that certain  principals  and
members of Landlord are licensed real estate brokers.


                           ARTICLE 25

25.   LATE CHARGES. Tenant hereby acknowledges that late  payment
by  Tenant  to  Landlord of Rent (including Percentage  Rent)  or
other  sums due hereunder will cause Landlord to incur costs  not
contemplated  by  this  Lease,  the  exact  amount  of  which  is
extremely difficult to ascertain. Such costs include, but are not
limited  to, processing and accounting charges, and late  charges
which  may be imposed upon Landlord by the terms of any  mortgage
or  deed  of  trust  covering the Premises. Accordingly,  if  any
installment of Rent or any other sum due from Tenant shall not be
received by Landlord or Landlord's designee within ten (10)  days
after written notice from Landlord to Tenant that said amount  is
due,  then  Tenant shall pay to Landlord a late charge  equal  to
five percent (5%) of the overdue amount. The parties hereby agree
that  such late charge represents a fair and reasonable  estimate
of  the  costs  that Landlord will incur by reason  of  the  late
payment  of  Rent by Tenant. Acceptance of such  late  charge  by
Landlord  shall  in  no  event constitute a  waiver  of  Tenant's
default with respect to such overdue amount, nor prevent Landlord
from  exercising  any  of the other rights and  remedies  granted
hereunder.  The late charge shall be deemed Additional  Rent  and
the right to require it 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. In addition to the late charge described
above,  any Rent or other amounts owing hereunder which  are  not
paid  within ten (10) days after written notice from Landlord  to
Tenant  that they are due shall bear interest from the date  when
due  until paid at a rate per annum equal to the then prime  rate
established  by  the  Federal Reserve  plus  three  percent  (3%)
("Interest Rate").


                               31

                           ARTICLE 26

26.  LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT.

     26.1 LANDLORD'S RIGHT  TO SELF HELP. If  Landlord  considers
necessary  any repairs, maintenance, renewals or replacements  or
other  items required by the provisions of this Lease for  which,
under any of the terms of this Lease, Tenant is responsible to be
made  or  provided,  Landlord may demand that  Tenant  make  such
repairs  or  perform such maintenance or provide such renewal  or
replacements, and, upon Tenant's failure or refusal  to  commence
such  repair,  maintenance, renewal or replacement within  thirty
(30) days from the date of such request, Landlord shall have  the
right  (but shall not be obligated), either itself or  through  a
third-party  contractor,  to  make  such  repair,  perform   such
maintenance or provide such renewal or replacement (Tenant hereby
waiving  any damage caused thereby including, without limitation,
any  damage caused by any such third-party contractor engaged  by
Landlord  to  perform such work except as a result of  Landlord's
gross negligence).

     26.2 TENANT'S REIMBURSEMENT. Except as may  be  specifically
provided  to  the  contrary in this Lease, Tenant  shall  pay  to
Landlord,  within thirty (30) days after delivery by Landlord  to
Tenant  of  statements therefor: (i) sums equal  to  expenditures
reasonably   made  and  obligations  incurred  by   Landlord   in
connection  with  the remedying by Landlord of Tenant's  defaults
pursuant  to the provisions of Section 26.1; and in addition,  if
not  paid within twenty (20) days of such demand, Tenantshall pay
Landlord,  upon  demand,  interest  at  prime  plus  two  percent
(2%);(ii)  sums  equal to all expenditures made  and  obligations
incurred  by Landlord in collecting or attempting to collect  the
Rent  or  in  enforcing or attempting to enforce  any  rights  of
Landlord under this Lease or pursuant to law following any  Event
of  Default  by Tenant for which any applicable notice  and  cure
period has expired, including, without limitation, all reasonable
legal  fees  and other amounts so expended. In the  event  Tenant
defaults  in  such  payment, Landlord  shall  have  all  remedies
provided  in this Lease. Tenant's obligations under this  Section
26.2  shall survive the expiration or sooner termination  of  the
Lease Term.

                           ARTICLE 27

     27.  ENTRY BY LANDLORD. Landlord reserves the right  at  all
reasonable  times and upon not less than 24 hours  prior  written
notice  to Tenant (except in the case of an emergency)  to  enter
the  Premises  to  (i) inspect them; (ii) show  the  Premises  to
prospective purchasers, mortgagees or to the ground or underlying
lessors;  (iii)  show the Premises to prospective tenants  during
the last nine (9) months of the Lease Term, so long as Tenant has
advised  Landlord  of  its  intent not to  exercise  its  renewal
option;  (iv)  post  notices of nonresponsibility,  provided  the
posting  does not interfere with Tenant's business;  (v)  perform
services  required of Landlord; or (vi) perform any covenants  of
Tenant which Tenant fails to perform. Landlord may make any  such
entries without the abatement of

                               32

Rent and may take such reasonable steps as required to accomplish
the stated purposes; provided, however, each such entry shall  be
made in reasonable manner which, to the maximum extent reasonably
possible, does not interfere with Tenant's business operations or
security systems. Any entry into the Premises by Landlord in  the
manner  hereinbefore  described shall  not  be  deemed  to  be  a
forcible  or unlawful entry into, or a detainer of, the Premises,
or  an actual or constructive eviction of Tenant from any portion
of  the  Premises. Landlord shall not erect any signs advertising
the Premises for sale or lease so long as Tenant remains open for
business at the Premises.


                           ARTICLE 28

     28.  PARKING. Throughout the Lease Term but subject  to  the
provisions  of  this  Article 28, Tenant and Tenant's  employees,
agents,  customers, invitees and permittees shall have Landlord's
right  to  the  non-exclusive use of all  parking  areas  of  the
Shopping  Center included in the Common Areas for the parking  of
motor   vehicles  as  set  forth  in  the  Outlot   ECR.   Tenant
acknowledges that all such parking spaces are to be used on a non-
exclusive,   first-come,  first-served  basis  by   all   owners,
landlords, tenants, occupants, licensees, invitees and permittees
of  the Shopping Center. Tenant's parking rights shall be subject
to  the  terms  of  this Lease and reasonable parking  rules  and
regulations adopted by Jefferson from time to time. Tenant  shall
not permit or allow any vehicles that belong to or are controlled
by Tenant or Tenant's suppliers, shippers, customers, or invitees
to  be  loaded,  unloaded, or parked in areas  other  than  those
reasonably designated by Landlord for such activities.

                           ARTICLE 29

     29. MISCELLANEOUS PROVISIONS.

     29.1 TERMS. The  necessary grammatical changes  required  to
make  the  provisions  hereof apply  either  to  corporations  or
partnerships  or  individuals, men or  women,  as  the  case  may
require,  shall in all cases be assumed as though  in  each  case
fully expressed.

     29.2 BINDING EFFECT. Subject to all other provisions of this
Lease,  each of the provisions of this Lease shall extend to  and
shall, as the case may require, bind or inure to the benefit  not
only  of  Landlord  and of Tenant, but also of  their  respective
successors or assigns, provided this clause shall not permit  any
assignment by Tenant contrary to the provisions of Article 14  of
this Lease.

     29.3 TRANSFER OF LANDLORD'S INTEREST. The Landlord  reserves
the  right to sell or otherwise assign its interest in the  Lease
or  the Premises and the acquisition of title or this Lease by  a
subsequent  owner  shall  not affect or  impair  this  Lease.  If
Landlord conveys or transfers its interest in the Premises Tenant
agrees that upon assumption of Landlord's

                               33

obligations in writing by the transferee, upon such conveyance or
transfer, Landlord (and in the case of any subsequent conveyances
or  transfers, the then grantor or transferor) shall be  entirely
released  from  all liability with respect to the performance  of
any obligations on the part of Landlord to be performed hereunder
from  and  after  the date of such conveyance or  transfer.  Upon
notice of such transfer, Tenant shall attorn to the new owner  as
landlord.

     29.4 MEMORANDUM OF  LEASE. Both parties  shall  execute  and
acknowledge a Memorandum of this Lease in recordable  form  which
shall be substantially in the form attached hereto as Exhibit  E,
which  Memorandum shall be recorded in the office of  the  County
Recorder  of  Allen  County, Indiana  promptly  after  the  Lease
Commencement Date provided all contingencies have been  satisfied
or  waived by Landlord and Tenant as provided in this Lease.  The
parties shall share all costs associated with the recordation  of
such Memorandum.

     29.5 CAPTIONS. The captions of Articles and Sections are for
convenience  only  and shall not be deemed  to  limit,  construe,
affect or alter the meaning of such Articles and Sections.

     29.6 RELATIONSHIP  OF  PARTIES.  Nothing  contained  in this
Lease  shall be deemed or construed by the parties hereto  or  by
any  third  party  to create the relationship  of  principal  and
agent,  partnership,  joint venturer or any  association  between
Landlord  and  Tenant, it being expressly understood  and  agreed
that neither the method of computation of Rent nor any act of the
parties hereto shall be deemed to create any relationship between
Landlord  and Tenant other than the relationship of landlord  and
tenant.

     29.7 SHOPPING CENTER NAME AND SIGNAGE. Jefferson shall  have
the  right at any time to change the name of the Shopping  Center
(or portions thereof).

     29.8 TIME OF ESSENCE. Time is of the essence of  this  Lease
and each of its provisions.

     29.9 PARTIAL INVALIDITY. If any term, provision or condition
contained  in  this  Lease shall, to any extent,  be  invalid  or
unenforceable, the remainder of this Lease, or the application of
such  term,  provision or condition to persons  or  circumstances
other  than  those  with  respect  to  which  it  is  invalid  or
unenforceable, shall not be affected thereby, and each and  every
other  term, provision and condition of this Lease shall be valid
and enforceable to the fullest extent possible permitted by law.

     29.10  FINANCIAL STATEMENTS. Tenant  agrees  that  it  shall
promptly  furnish  Landlord, from time to time,  upon  Landlord's
written  request, with the most recent year-end Profit  and  Loss
Statement  of  Tenant  which shall be  provided  in  a  statement
certified by a certified public accounting firm. Tenant agrees to
provide Landlord with Tenant's most recent year end Balance Sheet
upon  Landlord's  written request, but such request  may  not  be
submitted more than once per year.

     29.11  ENTIRE  AGREEMENT.     It    is     understood    and
acknowledged  that  there  are  no oral  agreements  between  the
parties hereto affecting this Lease and this Lease supersedes and
cancels   any   and  all  previous  negotiations,   arrangements,
brochures,  agreements and understandings, if  any,  between  the
parties hereto or displayed by Landlord to Tenant with respect to
the  subject matter thereof, and none thereof shall  be  used  to
interpret  or  construe this Lease. This Lease, the exhibits  and
schedules  attached  hereto, the Work Letter Agreement,  and  any
side letter or separate agreement executed by Landlord and Tenant
in  connection  with this Lease and dated of even date  herewith,
contain  all of the terms, covenants, conditions, warranties  and
agreements  of the parties relating in any manner to the  rental,
use  and occupancy of the Premises and shall be considered to  be
the   only  agreements  between  the  parties  hereto  and  their
representatives  and  agents.  None  of  the  terms,   covenants,
conditions  or provisions of this Lease can be modified,  deleted
or  added to except in writing signed by the parties hereto.  All
negotiations and oral agreements acceptable to both parties  have
been  merged  into and are included herein. There  are  no  other
representations  or  warranties  between  the  parties,  and  all
reliance  with respect to representations is based  totally  upon
the representations and agreements contained in this Lease.

               Exhibits

               A-I Outline of Shopping Center
               A-2 Outline of the Premises and Tenant's Envelope
               B    Notice of Lease Term Dates
               C    Form of Tenant's Estoppel Certificate
               D    Work Letter Agreement
               D-1 Work Schedule
               D-2 Landlord's Work Plans
               E    Form of Memorandum of Lease
               F    Form of Construction Agreement


     29.12  FORCE MAJEURE.   Any  prevention, delay  or  stoppage
due  to strikes, lockouts, labor disputes, acts of God, inability
to obtain services, labor, or materials or reasonable substitutes
therefor, governmental actions, civil commotions, fire  or  other
casualty,  except  with respect to the obligations  imposed  with
regard to Rent and other charges to be paid by Tenant pursuant to
this   Lease  and  the  Lease  Commencement  Date  and   Tenant's
obligation   to   commence  paying  Rent  (collectively,   "Force
Majeure"), notwithstanding anything to the contrary contained  in
this  Lease,  shall excuse the performance of such  party  for  a
period  equal  to  any such prevention, delay  or  stoppage  and,
therefore,  if this Lease specifies a time period for performance
of an obligation of either party, that time

                               35

period  shall  be  extended by the period of any  delay  in  such
party's performance caused by a Force Majeure.

     29.13   JOINT AND SEVERAL.  If  there   is   more  than  one
Tenant,  the  obligations imposed upon Tenant  under  this  Lease
shall be joint and several.

     29.14     AUTHORITY. If Tenant or Landlord is a  corporation
or partnership, each individual executing this Lease on behalf of
such  party hereby represents and warrants that such party  is  a
duly  formed  and  existing entity qualified to  do  business  in
Indiana  and  that  such party has full right  and  authority  to
execute  and deliver this Lease and that each person  signing  on
behalf of such party is authorized to do so.

     29.15     GOVERNING LAW. This Lease shall be  construed  and
enforced  in  accordance with the laws of the State  of  Indiana.
Landlord and Tenant agree and stipulate that venue shall be Allen
County, Indiana.

     29.16     SUBMISSION OF LEASE. Submission of this instrument
for  examination  or signature by Tenant does  not  constitute  a
reservation of or an option for lease, and it is not effective as
a  lease  or  otherwise  until execution  and  delivery  by  both
Landlord and Tenant.

     29.17     LANDLORD  AND TENANT LIABILITY.  It  is  expressly
understood and agreed that notwithstanding anything in this Lease
to  the  contrary, and notwithstanding any applicable law to  the
contrary,   the   liability  of  Landlord  or  Tenant   hereunder
(including any successor1 in interest hereunder) shall be limited
solely  to  Landlord  or  Tenant)as  legal  entities  and   their
constituent partners, subpartners, members, managing  members  or
agents  shall  dave no personal liability therefor, and  Landlord
and  Tenant, on behalf of themselves and all persons claiming by,
through,  or under them, hereby expressly waive and release  such
partners,  subpartners, members, managing members or agents  from
any and all personal liability.

     29.18     COVENANT  OF  QUIET ENJOYMENT. Landlord  covenants
that  Tenant, on paying the Rent, charges for services and  other
payments herein reserved and on keeping, observing and performing
all  the  other  terms,  covenants,  conditions,  provisions  and
agreements  herein contained on the part of Tenant  to  be  kept,
observed  and performed, shall, during the Lease Term,  peaceably
and  quietly  have, hold and enjoy the Premises  subject  to  the
terms,  covenants,  conditions, provisions and agreements  hereof
without  interference  by  any persons lawfully  claiming  by  or
through Landlord.

     29.19     GROSS  SALES RECORDS. Whether  or  not  Tenant  is
required  to  pay Percentage Rent, or any other sums required  of
Tenant  to  be  paid to Landlord or others computed or  described
herein,  Tenant  shall keep at its home office  during  the  term
hereof  and  until  the full performance of Tenant's  obligations
hereunder are completed, notwithstanding the expiration  of  this
Lease, an accurate record, verifiable under accepted accounting

                               36

principles, of Gross Sales. Tenant further agrees to keep, retain
and preserve, for at least three (3) Lease Years, a record of its
Gross   Sales  from  the  Premises.  Landlord  hereby   expressly
acknowledges  that  (I)  Tenant retains cash  register  receipts,
daily  sales reports, sales slips and deposit slips for a limited
period  of  time only and (ii) transfers data from such  original
sales  records  to  its  more permanent  computerized  accounting
records,  which  records are in keeping with  good  and  accepted
accounting  practice. Accordingly, Landlord  hereby  approves  of
Tenant's  method  of  original and permanent recording  of  Gross
Sales.

     29.20     INSPECTIONS.  Tenant, at Tenant's  sole  cost  and
expense,  shall have the right to perform any necessary marketing
studies,  perform any necessary studies or tests of the Premises,
enter onto the Premises to perform borings, soil, engineering and
environmental  tests, surveys and studies, and to  determine  the
extent  of the availability of utilities at the Premises  and  to
generally determine the feasibility of the project. Tenant agrees
to  indemnify and hold harmless Landlord from and against, and to
reimburse  Landlord with respect to any and all claims,  demands,
causes  of action, loss, damage, liabilities, costs and  expenses
(including  attorneys' fees and court costs) asserted against  or
incurred  by Landlord by reason of or arising out of the  damages
caused  by  the entry by Tenant with regard to such  inspections,
soil  tests,  examination or any other entry by Tenant  upon  the
Premises.

     29.21     GIFT  CERTIFICATE PROGRAM. In the event  Jefferson
elects  to institute a "Gift Certificate Program" at the  Center,
Tenant  agrees  to participate in such program  pursuant  to  the
terms of the Outlot ECR.

     29.22     CONSTRUCTION AGREEMENT. The parties agree  that  a
written  agreement as to the construction of the improvements  on
the  Premises  is  important  to the development  of  an  orderly
shopping  center  and,  therefore, the parties  hereto  agree  to
execute  and  deliver prior to commencement  of  construction,  a
construction agreement substantially in the form attached  hereto
as Exhibit F.

     29.23     INDEPENDENT COVENANTS. The doctrine of independent
covenants  will  apply  in all matters  relating  to  this  Lease
including,  without limitation, all obligations of  Landlord  and
Tenant  to perform their respective obligations under this Lease.
Except as to Tenant's offset rights, the preceding sentence shall
apply  notwithstanding  that  Landlord  may  have  defaulted   in
fulfilling a covenant to maintain or repair the Premises even  if
such  default  results in the unsuitability of the  Premises  for
Tenant's intended commercial use. All obligations of Tenant which
by their nature involve performance after the end of the term, or
which  cannot be ascertained to have been performed  until  after
the  end  of the term of this Lease, shall survive the expiration
or sooner termination of this Lease.

     29.24     FIRST  RIGHT  OF  OFFER.  In  the  event  Landlord
desires  to  sell the Premises, Tenant shall have  the  exclusive
first  right  to  make  an  offer to purchase  the  Premises  for
Landlord's  asking price (the "Asking Price") for  the  Premises.
Should Tenant waive its first

                               37

right  of offer, Landlord may put the Premises on the market.  In
the  event Landlord receives a bona fide offer for less than  the
Asking  Price  by  any person or entity, Landlord  shall  provide
written  notice  to Tenant of such interested party  and  provide
Tenant  with  a copy of any such offer or contract detailing  the
terms  and  conditions of the proposed sale  (the  "Offer").  For
thirty  (30)  days after receipt of such written  notice,  Tenant
shall have the right to elect to match or meet the Offer. In  the
event  Tenant shall elect to match or meet the Offer to purchase,
Tenant  shall  signify  such  election  by  written  notice  (the
"Notice")  thereof served upon Landlord within  such  thirty  day
period  and  thereafter the sale shall close within  ninety  (90)
days  on  the same terms and conditions as the Offer. This  first
right of offer shall be a continuing right which shall be renewed
upon  any  change in the terms or conditions of  the  Offer.  Any
provision  of  this First Right to the contrary  notwithstanding,
provided  that the Transferee (as hereinafter defined) agrees  to
be  (additionally)  bound by the terms  and  conditions  of  this
Section, Landlord may transfer the Premises, in whole or in part,
without creating an obligation under this paragraph, to: (I)  any
corporation  into  which  or with which Landlord  has  merged  or
consolidated;   (ii)  any  parent,  subsidiary,   successor,   or
affiliated  corporation  of Landlord; (iii)  any  partnership  of
which  more  than  seventy-five percent (75%) of the  partnership
interest shall be owned by Landlord or the parent corporation  of
Landlord,  provided  Landlord or such  parent  corporation  is  a
general  partner; (iv) any shareholder or Landlord  may  transfer
his/her  Landlordship interest to his/her spouse  or  issue  (the
"Transferee").

     29.25     LANDLORD'S PRO-RATA CONTRIBUTION. In consideration
for the performance by Tenant of certain work in the Premises and
the timely fulfillment of all of the terms of this Lease, and  in
addition  to any other costs and expenses to be paid by Landlord,
Landlord  shall pay Tenant the aggregate sum of One  Million  Two
Hundred  Thousand  Dollars ($1,200,000.00) towards  the  cost  of
construction   of   Tenant's  Work  (the   "Landlord's   Pro-rata
Contribution").  Landlord shall disburse the Landlord's  Pro-rata
Contribution  to  Tenant  pursuant  to  the  following  schedule:
Fifteen percent (15%) upon Tenant's receipt of necessary building
permits; twenty percent (20%) upon completion of footings; twenty
percent  (20%)  afterthe  improvements  are  under  roof;  thirty
percent (30%) upon completion of paving and striping; and fifteen
percent  (15%)  upon receipt of certificate of occupancy,  and  a
final  release of all liens and the completion of any punch list.
Not  less  than  thirty  (30) days prior to  the  making  of  any
advance,  Tenant  shall  submit a  "Request  for  Advance"  on  a
standard AlA Form G702 and G703 or a comparable form agreed  upon
by  the Landlord and Tenant, and a certificate of Tenant and  its
contractor to the effect that (i) the construction to date of the
Tenant  Work has been performed in a good and workmanlike  manner
and  in  accordance with the Final Plans, (ii) the amount of  the
Direct  Costs incurred to complete construction to the applicable
stage  of  completion either has been paid by  Tenant  and/or  is
justly  due  to  the  Tenant's  contractor  for  work,  labor  or
materials  furnished  for the construction  of  the  Tenant  Work
insofar  as actually incorporated therein. Landlord upon  receipt
of  the  foregoing  shall  pay  to  Tenant,  Landlord's  Pro-rata
Contribution.  Landlord shall not be required  to  make  advances
more frequently than once each month.

                               38

Tenant shall be responsible for any and all construction costs in
excess of the amount of Landlord's Pro-rata Contribution.

     IN WITNESS WHEREOF, Landlord and Tenant have caused this
Lease to be executed the day and date first above written.



                        TENANT:

                              BIAGGI'S RISTORANT ITALIANO, LLC an
                              Illinois limited liability Company
                              Date Executed:

                              By:    /s/ Tartet Harford

                              Its:          President

                              Date Executed:  2/28/01


                            LANDLORD:

                              NMA Fort Wayne, LLC, an Indiana
                              limited liability
                              company its Manager

                              By:  /s/ George

                              Its: Managing Member

                              Date Executed: 2/28/01











                               39


                            Exhibit B

                   NOTICE OF LEASE TERM DATES



To: ___________________

     Re:  Lease  effective  February 27, 2001  between  NMA  Fort
          Wayne,  LLC,  an  Illinois  limited  liability  company
          ("Landlord"), and BIAGGI'S RISTORANTE ITALIANO, LLC  an
          Illinois    limited   liability   company    ("Tenant")
          concerning   certain  premises  located  at   Jefferson
          Pointe Shopping Center, Fort Wayne, Indiana.

Gentlemen:

     In  accordance with the referenced Lease (the  "Lease"),  we

wish to advise you and/or confirm as follows:



1.   The Lease Term commenced on __________________ for a term of

Fifteen (15) years ending on ___________________, with Four (4)

Option terms of Five (5) years each.



2.   Rent  commenced  to  accrue on ______________________,in the
initial  amount  of   $___________ per  month for Base Rent, plus
Tenant's share of Joint  Maintenance  Common  Areas  Expenses and
certain other charges, as more particularly provided in the Lease.


3.         If the Lease Commencement Date is other than the first
day  of  the  month, the first billing will contain  a  pro  rata
adjustment.  Each billing thereafter, with the exception  of  the
final  billing,  shall  be for the full  amount  of  the  monthly
installment as provided for in the Lease.

4.    Your  rent  checks should be made payable  to  Next  Realty
MidAtlantic,  LLC ____________________________ Chicago,  Illinois
_______





                               42

                            LANDLORD:
                                  NMA Fort Wayne, LLC, an
                                  Illinois limited liability company

                                   By: _____________________________

                                   Its: ____________________________

                                   Date Executed: __________________





Agreed to and Accepted as of
________________ 200




                             TENANT:

                                   BIAGGI'S RISTORANTE ITALIANO,
                                   LLC an Illinois limited
                                   liability company

                                   By: _____________________________

                                   Its:_____________________________

                                   Date Executed____________________




                               43

                            Exhibit C

               FORM OF TENANT ESTOPPEL CERTIFICATE



To:


          Re: Lease Pertaining to Jefferson Pointe Shopping
               Center, Allen County, Indiana (the "Project")

Ladies and Gentlemen:
          The undersigned, as tenant ("Tenant"), hereby states
          and declares as follows:

     1.  Tenant is the lessee under that certain lease (the
"Lease") pertaining to the Project which is dated
________________ 200 and under which the name of the original
Landlord was


     2.   The name of the current Landlord is:
     _________________________________.

     3.  The Lease is for the following portion of the Project
(the "Demised Premises") (if the entire Project, so state):

     4.  The Lease has not been modified or amended except by
the following documents (if none, so state):

     5.  The initial term of the Lease commenced on
_____________________, 200 and shall expire on
___________________, ______,unless sooner terminated in
accordance with the terms of the Lease. Tenant has no option to
renew or extend the term of the Lease, except as follows (if
none, so state):

     6.  The Lease, as it may have been modified or amended,
contains the entire agreement of Landlord and Tenant with respect
to the Demised Premises, and is in full force and effect.

     7.  As of the date hereof, Tenant is occupying the Demised
Premises and is paying rent on a current basis under the Lease.

          (a) The minimum monthly or base rent currently being
paid by Tenant for the Demised Premises pursuant to the terms of
the Lease is $______________ per month.



                               44


          (b)  Percentage rent ("Percentage Rent"), if  any,  due
under the Lease has been paid through __________________ and  the
amount of Percentage Rent for the last period paid was
$________________

          (c)  Common  area  maintenance,  taxes,  insurance  and
other  charges (the "Reimbursables"), if any, due under the Lease
have been paid through __________________

     8.   Tenant has accepted possession of the Demised Premises,
and  all  items  of an executory nature relating  thereto  to  be
performed  by  Landlord have been completed, including,  but  not
limited  to,  completion of construction thereof (and  all  other
improvements  required under the Lease) in  accordance  with  the
terms  of the Lease and within the time periods set forth in  the
Lease.  Landlord  has  paid  in full  any  required  contribution
towards work to be performed by Tenant under the Lease, except as
follows (if none, so state):

     9.   The  Demised Premises shall be expanded by the addition
of  the  following space on the dates hereinafter  indicated  (if
none, so state):

     10.  No  default or event that with the passage of  time  or
notice  would  constitute a default (hereinafter  collectively  a
"Default")  on the part of Tenant exists under the Lease  in  the
performance of the terms, covenants and conditions of  the  Lease
required to be performed on the part of Tenant.

     11.  To  the best of Tenant's knowledge, no Default  on  the
part of Landlord exists under the Lease in the performance of the
terms,  covenants  and  conditions of the Lease  required  to  be
performed on the part of Landlord.

     12.  Tenant  has no option or right to purchase all  or  any
part of the Project.

     13.   Tenant   has   not   assigned,  sublet,   transferred,

hypothecated or otherwise disposed of its interest in  the  Lease

and/or the Premises, or any part thereof.

     14.   Neither  the  Lease  nor  any  obligations  of  Tenant

thereunder  have been guaranteed by any person or entity,  except

as follows (if none, so state):


     15.  No  hazardous  substances are  being  generated,  used,
handled,  stored or disposed of by Tenant on the Demised Premises
or  on the Project in violation of any applicable laws, rules  or
regulations or the terms of the Lease.

     16.  No  rentals  are accrued and unpaid  under  the  Lease,
except  for  Percentage Rent, if any, or Reimbursables,  if  any,
which are not yet due and payable.

     17.  No prepayments of rentals due under the Lease have been
made  for more than one month in advance. No security or  similar
deposit  has  been made under the Lease, except for  the  sum  of
$____________, which has been deposited by Tenant  with  Landlord
pursuant to the terms of the Lease.
                               45
     18.  Tenant has no defense as to its obligations  under  the
Lease  and  asserts  no  setoff, claim  or  counterclaim  against
Landlord.

     19.  Tenant  has  not  received notice  of  any  assignment,
hypothecation, mortgage or pledge of Landlord's interest  in  the
Lease or the rents or other amounts payable thereunder, except as
follows (if none, so state):

     20.  Tenant understands and acknowledges that you are  about
to  make  a loan to Landlord and receive as part of the  security
for  such  loan  (i)  a  Deed  of Trust  and  Security  Agreement
encumbering  Landlord's  fee interest in  the  Premises  and  the
rents,   issues   and  profits  of  the  Lease   (the   "Security
Instrument"),  and  (ii)  an  Assignment  of  Leases  and   Rents
("Assignment  of Leases") which affects the Lease, and  that  you
(and  persons or entities to whom the Security Instrument  and/or
Assignment  of Leases may subsequently be assigned)  are  relying
upon  the  representations  and warranties  contained  herein  in
making  such loan. Further, Tenant has received notice  that  the
Lease  and  the rent and all other sums due thereunder have  been
assigned  or  are  to  be assigned to you  as  security  for  the
aforesaid  loan secured by the Security Instrument. In the  event
that you (or any person or entity to whom the Security Instrument
and/or  Assignment of Leases may subsequently be assigned) notify
Tenant  of  a default under the Security Instrument or Assignment
of  Leases and demand that Tenant pay its rent and all other sums
due  under the Lease to you (or such future lender), Tenant shall
honor  such demand without inquiry and pay its rent and all other
sums  due under the Lease directly to you (or such future lender)
or  as  otherwise required pursuant to such notice and shall  not
thereby incur any obligation or liability to Landlord.

     21.  The  undersigned is authorized to execute  this  Tenant
Estoppel Certificate on behalf of Tenant.

     22.  This Tenant Estoppel Certificate may be executed in any
number of separate counterparts, each of which shall be deemed an
original,  but  all of which, collectively and separately,  shall
constitute one and the same instrument.


                              Very truly yours,

                             TENANT:


                              By: _________________________

                              Name:________________________

                              Its:_________________________

                              Date Executed:_______________




                               46


                            Exhibit D
                      WORK LETTER AGREEMENT


     THIS  WORK LETTER AGREEMENT (`Work Letter") is entered  into
as  of  this 27th day of February, 2001, by and between NMA  Fort
Wayne,  LLC,  an Illinois limited liability company ("Landlord"),
and   BIAGGI'S  RISTORANTE  ITALIANO,  LLC  an  Illinois  limited
liability company ("Tenant").

                            RECITALS:

     A.   Landlord  and  Tenant have entered into  a  Lease  (the
"Lease")  dated as of the date hereof, covering certain  premises
(the  "Premises") more particularly described in the Lease.  This
Work  Letter  is attached to the Lease as Exhibit D.  Capitalized
terms  not  defined in this Work Letter shall have  the  meanings
given to such terms in the Lease.

     B.   In  consideration of the mutual covenants contained  in
the  Lease and this Work Letter, Landlord and Tenant hereby agree
as follows:

          1.  Completion Schedule. Attached hereto as Schedule D-
     1  is  a  schedule (the "Work Schedule") which sets forth  a
     time   table  for  the  planning  and  completion   of   the
     "Landlord's Work" and the "Improvements", as defined  below,
     and  for  the installation of all furniture, trade  fixtures
     and  equipment ("Tenant's FF&E") to be installed  by  Tenant
     within  the Premises and to be used in connection therewith.
     The  dates  for  performance set forth in the Work  Schedule
     shall be subject to extension for Force Majeure.

          2.   Tenant's  Work. Reference herein to "Improvements"
     shall   mean   a   first-class,  restaurant  building   (the
     "Building")  of  not  more than nine thousand  four  hundred
     (9,500)   square   feet-of  floor  area  and   all   related
     improvements,  including,  without  limitation,  all   other
     improvements  within the Premises, Tenant's FF&E,  perimeter
     sidewalks  and landscaping, all signage for the Premises,  a
     trash enclosure for the Premises and the restoration of  any
     portions  of  the  Common  Areas  of  the  Shopping   Center
     installed   by  Landlord  which  are  damaged,  altered   or
     affected  by  Tenant's work and any and all improvements  to
     the  Premises required to comply with the Outlot  ECR  other
     than  the  Landlord's  Work described  below  (collectively,
     "Tenant's Work").

          3.   Landlord's Work. Landlord shall, at its sole  cost
     and  expense, deliver the Premises to Tenant with a building
     pad  rough  graded  and compacted to the specifications  set
     forth  in  the  Outlot ECR and Exhibit D-2 hereto.  Further,
     Landlord  shall, at Landlord's sole cost and expense,  cause
     to  be extended to within five (5) feet of the property line
     of  the  Premises, utilities, including water,  electricity,
     gas  and sewer stubbed in ground; provided, however,  Tenant
     acknowledges that with

                               47

respect  to  certain  of  such utilities such  as  telephone  and
electricity, Landlord will only provide the pipes or conduits  as
it will be Tenant's responsibility as part of Tenant's electrical
contract  to  cause the extension of the actual utilities  within
such pipes or conduits. All of the foregoing work to be performed
by   Landlord,  is  hereinafter  collectively  referred   to   as
"Landlord's  Work." The Premises shall otherwise be delivered  in
an "AS-IS" condition. Tenant shall, at its sole cost and expense,
field  verify the "AS-IS" condition of the Premises, extend  from
the  property line of the Premises, as necessary, and connect  to
such  underground utility facilities to provide such services  as
may  be  necessary to complete Tenant's Work and install separate
meters.  Tenant  shall pay any hook-up or connection  charges  or
fees related to utilities serving the Premises.

     4.  Improvement Plans.

          (a) The Contractor selected by Tenant is approved.

          (b)  Preliminary  Plans. In accordance  with  the  Work
          Schedule, Tenant shall cause its Contractor to  prepare
          and submit to Landlord and Jefferson two (2) copies  of
          preliminary plans and specifications and a site  layout
          for  Tenant's Work which shall include a floor plan  of
          the   Building   to  be  constructed  within   Tenant's
          Envelope  and  a  general  layout  and  description  of
          Tenant's   FF&E  (collectively,  "Preliminary  Plans").
          "Tenant's Envelope" is generally depicted on Exhibit A-
          2   to   the  Lease  and  shall  be  more  particularly
          established  by Landlord and Tenant during  the  period
          for   the   preparation   and  approval   of   Tenant's
          Preliminary Plans. Landlord shall reasonably  cooperate
          with  Tenant,  at  no cost to Landlord,  in  connection
          with   the  preparation  of  such  Preliminary   Plans.
          Included  in the Preliminary Plans will be the proposed
          location   of   Tenant's  signs,  the  designation   of
          materials,  colors and elevations, the  designation  of
          the  type and quality of the Improvements, a roof  plan
          and   a   preliminary  landscape   plan.   Within   the
          applicable  time period set forth in the Work  Schedule
          following Landlord's receipt of the Preliminary  Plans,
          Landlord   shall  review  and  approve  or   reasonably
          disapprove  the Preliminary Plans. Landlord's  approval
          shall   not  be  unreasonably  withheld.  If   Landlord
          disapproves the Preliminary Plans in whole or in  part,
          Landlord  shall inform Tenant of the reasons  for  such
          disapproval  in  writing and Tenant  shall  revise  and
          resubmit the Preliminary Plans within ten (10)  working
          days.  Following Tenant's revision and  resubmittal  to
          Landlord of the Preliminary Plans, Landlord shall  have
          ten  (10) working days to review and either approve  or
          disapprove   the   revised   Preliminary   Plans.    In
          accordance with the Work Schedule, the parties shall


                               48

repeat  the review and approval procedure described herein  until
they shall mutually agree on the Preliminary Plans.

(c)   Submittal of Preliminary Plans. In accordance with the Work
Schedule, promptly following approval of the Preliminary Plans by
Landlord, Tenant shall, at its sole cost and expense, submit  the
Preliminary Plans to the Planning Department of the City of  Fort
Wayne  ("Planning  Department") for review and  approval.  Tenant
shall  also,  at its sole cost and expense, promptly prepare  and
submit to the Planning Department any studies, drawings and other
documents or items and shall prepare and submit any revisions  to
the  Preliminary  Plans  which may be required  by  the  Planning
Department in order tO obtain the Planning Department's  approval
thereto; provided, however, that any revisions to the Preliminary
Plans   submitted  by  Tenant  shall  be  subject  to  Landlord's
approval,  which approval shall not be unreasonably withheld.  In
connection  therewith,  Tenant  shall  deliver  to  Landlord  any
proposed  revision  to the Preliminary Plans  prior  to  Tenant's
submission  of  same  for  approval by the  Planning  Department.
Within ten (10) days after receipt of any such proposed revision,
Landlord  shall  either  approve same or deliver  to  Tenant  its
specific   objections  thereto  together  with  their   proposect
solution to each objection; provided, however, that in the  event
that  Landlord  fails to either object or accept  such  revisions
within ten (10) days, such failure shall be deemed acceptance  of
such revision(s) by Landlord.

(d)  Final Plans. In accordance with the Work Schedule, following
approval  of  the Preliminary Plans by Landlord and the  Planning
Department,  Tenant  shall cause its Contractor  to  prepare  and
deliver to Landlord and Jefferson two (2) copies of final working
drawings  and specifications for the Improvements based upon  and
conforming in all respects to the approved Preliminary Plans (the
"Final  Plans"). Within the applicable time period set  forth  in
the  Work  Schedule  following Landlord's receipt  of  the  Final
Plans, Landlord shall approve or reasonably disapprove the  Final
Plans;  provided,  however,  Landlord  shall  have  no  right  to
disapprove the Final Plans to the extent they are consistent with
the Preliminary Plans approved by Landlord.

(e)  Submittal  of  Final  Plans. Promptly  following  Landlord's
written approval of the Final Plans, Tenant, with the cooperation
of Landlord (but at no additional expense to Landlord), shall (I)
submit  the Final Plans to the Planning Department and all  other
appropriate governmental agencies and prepare and submit  to  the
same any applications, documents, studies, reports or other items
necessary to

                                 49

          obtain  all approvals and permits required by  law  for
          the  construction of Tenant's Work, including,  without
          limitation,  final  grading  permits  and  a   building
          permit  for  the Improvements (collectively,  "Tenant's
          Permits");   (ii)  in  all  other  respects  diligently
          pursue  the  obtaining of Tenant's Permits;  (iii)  pay
          all  necessary  fees incidental to Tenant's  Work;  and
          (iv)  furnish  Landlord  such evidence  thereof  as  is
          reasonably satisfactory to Landlord. Tenant  agrees  to
          diligently  and  in  good faith  process  any  and  all
          applications  required from the city,  county  and  any
          other   governmental  authority  necessary  to   obtain
          Tenant's Permits.

          (f)   Plan  Approval.  If  Landlord  objects   to   the
          Preliminary  Plans and/or the Final  Plans  or  to  any
          aspect  thereof,  Landlord and Tenant's  design  and/or
          construction  representatives  shall,  promptly   after
          Tenant's  receipt of Landlord's notice  of  objections,
          meet  and  attempt in good faith to resolve  Landlord's
          objections.

          (g)  Confidentiality.  So long  as  this  Lease  is  in
          effect,  Landlord  agrees to use Landlord's  reasonable
          efforts  to  keep  the  Final  Plans  with  respect  to
          Tenant's Work confidential but shall have the right  to
          provide    such   plans   to   prospective   Landlord's
          purchasers, investors, lenders and consultants  and  as
          may be required in any lawsuit or proceeding.

     5.   Construction of Tenant's Work. In accordance  with  the
Work  Schedule,  Tenant shall enter into a construction  contract
(the  "Construction  Contract")  with  the  Contractor,  for  the
construction of Tenant's Work in accordance with the Final Plans.
Tenant shall supervise the completion of such work and shall  use
diligent efforts to secure completion of Tenant's Work in a  good
and  workmanlike manner in accordance with the Final  Plans,  the
Construction Contract and the Work Schedule. Tenant agrees to use
diligent  efforts  to  cause construction  of  Tenant's  Work  to
commence promptly following the issuance of Tenant's Permits  and
cause the completion of Tenant's Work in accordance with the Work
Schedule. Landlord agrees to reasonably cooperate with Tenant, at
no cost to Landlord, in connection to facilitate the construction
of  Tenant's Work. At all times during the course of constructing
Tenant's  Work, Landlord shall have the right to enter  upon  the
Premises  to  inspect Tenant's construction activities.  Landlord
shall  have  the right, in its discretion, to require  Tenant  to
obtain  a  lien  and  completion bond or some alternate  form  of
security  satisfactory  to Landlord in an  amount  sufficient  to
insure  the  lien-free completion of the Tenant Improvements  and
naming Landlord as a co-obligee.


                               50

     6.   Installation of Tenant's FF&E. Following completion  or
concurrently  with  the  construction of  Tenant's  Work  and  in
accordance  with  the  Work  Schedule,  Tenant  shall  cause  the
Premises  to  be fully equipped with Tenant's FF&E in  accordance
with the Final Plans.

     7.   Payment  of the Construction Costs of the Improvements.
Tenant  shall  be  responsible  for  all  costs  associated  with
Tenant's Work except as set forth in the Lease.

     8.  Miscellaneous Construction Covenants.

          (a)   Diligent  Construction.  Tenant  will   promptly,
          diligently  and  continuously  pursue  construction  of
          Tenant's   Work  to  successful  completion   in   full
          compliance  with  the  Final  Plans,  the  Construction
          Contract,  the  Work  Schedule and  this  Work  Letter.
          Landlord  and Tenant shall cooperate with  one  another
          during  the performance of Tenant's Work and Landlord's
          Work   to   effectuate  such  work  in  a  timely   and
          compatible manner.

          (b)   Compliance  with  Laws.  Tenant  will   construct
          Tenant's  Work  in  a  safe and lawful  manner.  Tenant
          shall,  at its sole cost and expense, comply  with  all
          applicable  laws  and all regulations and  requirements
          of,  and  all  licenses  and  permits  issued  by,  all
          municipal    or   other   governmental   bodies    with
          jurisdiction.  Copies of all filed  documents  and  all
          permits  and  licenses shall be provided  to  Landlord.
          Tenant  shall notify Landlord in writing not less  than
          ten   (10)  days  prior  to  the  commencement  of  the
          construction of any portion of the Improvements  as  to
          name,  telephone number and responsible party for  each
          and  every contractor and/or subcontractor who is about
          to commence work at the Premises.

          (c)  Indemnification. Landlord and  Tenant  agree  that
          their respective indemnities set forth in Section  10.1
          of  this  Lease  shall also apply with respect  to  any
          acts  or  omissions of such parties or their respective
          contractors, subcontractors, laborers, materialmen  and
          suppliers.

          (d)  Insurance. Construction of the Improvements  shall
          not  proceed  without Tenant first  acquiring  workers'
          compensation    and   comprehensive   general    public
          liability  insurance and property damage  insurance  as
          well  as  "All  Risks" builders' risk  insurance,  with
          minimum  coverage  of  $5,000,000  or  issued   by   an
          insurance  company  meeting  the  requirements  of  the
          Lease. Not less than thirty (30) days before

                               51

commencing  the  construction of Tenant's Work,  certificates  of
such  insurance shall be furnished to Landlord or, if  requested,
the  original policies thereof shall be submitted for  Landlord's
approval.  All such policies shall provide that thirty (30)  days
prior  notice  must  be  given to Landlord  before  modification,
termination or cancellation. All insurance policies maintained by
Tenant  pursuant to this Work Letter shall name Landlord and  any
lender  with  an interest in the Premises as additional  insureds
and comply with all of the applicable terms and provisions of the
Lease relating to insurance. The Contractor shall be required  to
maintain the same insurance policies as Tenant, and such policies
shall  name  Tenant, Landlord and any lender with an interest  in
the Premises as additional insureds.

(e)   Coordination  of  Labor.  All of  Landlord's  and  Tenant's
contractors, subcontractors, employees, servants and agents  must
work  in  harmony  with and shall not interfere  with  any  labor
employed by the other or its contractors.

(f)   Coordination with Lease. Nothing herein contained shall  be
construed as (i) constituting Tenant as Landlord's agent for  any
purpose  whatsoever, or (ii) a waiver by Landlord of any  of  the
terms  or  provisions  of the Lease. Any  default  by  Tenant  or
Landlord with respect to any portion of this Work Letter shall be
deemed  a  breach of the Lease forwhich the non-defaulting  party
shall have all the rights and remedies as in the case of a breach
of said Lease.

(g)  Approval of Plans. Landlord will not check Tenant's drawings
for  building  code compliance. Approval of the  Final  Plans  by
Landlord  is  not  a  representation that  the  drawings  are  in
compliance with the requirements of governing authorities, and it
shall  be  Tenant's responsibility to meet and  comply  with  all
Federal,  state,  and local code requirements.  Approval  of  the
Final  Plans does not constitute assumption of responsibility  by
Landlord  or  its  architect for their accuracy,  sufficiency  or
efficiency,  and  Tenant shall be totally  responsible  for  such
matters.

(h)  Tenant's  Deliveries. Tenant shall deliver to  Landlord,  at
least ten (10) days prior to the commencement of construction  of
Tenant's Work, the following information:

     (a)  The names and addresses of the general, mechanical  and
     electrical  contractors  Tenant intends  to  engage  in  the
     performance of Tenant's Work;

                                 52

     (b)  The date on which Tenant's Work will commence, together
     with   the   estimated  dates  of  completion  of   Tenant's
     construction  and  fixturing work, and  the  date  on  which
     Tenant  expects  to  be ready to open for  business  in  the
     Building; and

     (c) A copy of the fully executed Construction Contract.

               (i)Qualification of Contractors.  All  contractors
               engaged  by  Tenant  shall be  bondable,  licensed
               contractors,  possessing  good  labor   relations,
               capable  of  performing  quality  workmanship  and
               working   in  harmony  with  Landlord'  s  general
               contractor and other contractors on the  job.  All
               work  shall  be  reasonably coordinated  with  the
               general Shopping Center work.

               (j)Temporary   Facilities   During   Construction.
               Tenant  shall  provide and pay for  all  temporary
               utility  facilities and the removal of debris,  as
               necessary  and  required in  connection  with  the
               performance of Tenant's Work. Storage of  Tenant's
               contractors'   construction   materials,    tools,
               equipment  and  debris shall be  confined  to  the
               Premises  and  in  areas which may  be  reasonably
               designated for such purposes by Landlord.

     IN  WITNESS WHEREOF, this Work Letter is executed as of  the
date first written above.
                             TENANT:

                             BIAGGI'S RISTORANTE ITALIANO, LLC an
                             Illinois limited liability company


                              By:_____________________________

                              Its:____________________________

                              Date Executed:__________________





                               53

                              LANDLORD:

                              NMA FORT WAYNE, LLC, an Illinois
                              limited liability company

                              By:_____________________________

                              Its:____________________________

                              Date Executed:__________________







                          SCHEDULE D-1

                          WORK SCHEDULE

(Estimate)


1.   Submittal to Landlord of name of Tenant's    Done
     Contractor and Subcontractors

2.   Landlord's approval of Tenant's Contractor   Done
     and Subcontractors

3.   Landlord delivers graded pad                 Upon Lease execution
                                                  and Landlord's closing
                                                  as purchase of Premises

4.   Submittal of Preliminary Plans to Landlord   15 days following Lease
                                                  execution

5.   Landlord's approval of Preliminary Plans     10 days following receipt
                                                  of Preliminary Plans

6.   Submittal of Preliminary Plans to City       5 days following Lease
                                                  execution

7.   City approval of Preliminary Plans           30 days following
                                                  submission to City

8.   Submittal of Final Plans to Landlord         10 days following City
                                                  approval of Preliminary

9.   Landlord's approval of Final Plans           10 days following receipt
                                                  of Final Plans

10.  Submittal of Final Plans to City             2 days following Landlord's
                                                  approval

11.  Enter into construction Contract             15 days following
                                                  Landlord's approval
                                                  of the Final Plans

12.  Completion of Tenant's Work                  On or before six (6)
     and Installation of FF & E                   months from delivery
                                                  of possession of
                                                  Premises



                               55

                           EXHIBIT D-2

                      LANDLORD'S WORK PLANS



LANDLORD'S WORK: Site to be delivered with the following:

a.   Landlord to provide Tenant with a rough graded and
     compacted building pad to within 12" below the Finished
     Floor Elevation (FFE) listed on Jefferson's Grading Plans.
     Grading Tolerances within building pad and paved areas to
     be plus three tenths (+.3") to minus two tenths (-.2") of a
     foot.

b.   All compaction shall be to 95% of the modified proctor dry
     density. Landlord has provided Tenant with copies of
     geotechnical tests or samples that are relative to the
     Premises.

c.   Water Service: Landlord shall provide one (1) eight inch
     (8") Water Main to within five (5) feet inside of the
     property line of the Premises.

d.   Sanitary Service: Landlord shall provide one (1) six (6")
     or eight (8") inch Sanitary Sewer Main to within five (5)
     feet inside of the property line of the Premises from which
     Tenant may tap and install necessary domestic and grease
     trap waste lines.

e.   Storm Sewer Service: Landlord shall provide Storm Sewer
     Service to within five (5) feet inside of the property line
     of the Premises from which Tenant may tap and install
     required drainage lines.

f.   Natural Gas Service: Landlord shall make natural gas
     service available to within five (5) feet inside of the
     property line of the Premises from which Tenant may tap and
     install required Gas service lines.

g.   Electrical Service: Landlord shall set an electrical
     transformer to within five (5) feet inside of the property
     line of the Premises from which Tenant shall arrange for
     service installation to the building.

h.   Telephone Service: Landlord shall make telephone service
     available to within five (5) feet inside of the property
     line of the Premises from which Tenant shall arrange for
     service installation to the building.




                               56

i.   Cable TV: Landlord shall make Cable Television service available
     to within five (5) feet inside of the property line of the
     Premises from which Tenant shall arrange for service
     installation to the building.

2.   TENANT'S WORK: Tenant shall comply with the Outlot ECR
     including the Outlot Delivery exhibit attached thereto.
     This shall include, but may not be limited to, the
     following.

a.   Tenant is responsible for its own site grading if altered
     after acceptance hereof.

b.   Tenant is responsible for its own building permit.

c.   Tenant to secure its own full service liquor license.

d.   Tenant shall be responsible for improvements on its site
     per Landlord's to include but not limited to building,
     sidewalks, building and site landscaping, paving, striping,
     site lighting, irrigation, etc. Defined more thoroughly as
     follows:

     1.   CIVIL/SITE WORK: Tenant shall provide Civil/Site work
          plans based upon the Design Criteria to Jefferson's
          Engineer for a review and approval process. No
          Construction may proceed on the Premises prior to
          receiving notification from Jefferson's engineer.

     2.   UTILITY PLAN: Tenant shall provide Utility Plans
          showing water and sanitary service connections
          designed to the City of Fort Wayne standards and any
          other applicable local, state or federal standards as
          well as the Design Criteria.

          *   Upon completion of installing any sanitary sewer
               main, a twenty foot (20') Public Sanitary Sewer
               Easement shall be filed with the City of Fort
               Wayne.

          *   Tenant is responsible for contacting local phone,
               electrical, cable and natural gas providers to
               coordinate service locations.
               Schematic location of these services must be
               shown on plans.

     3.   PAVING PLAN: Tenant shall provide Paving Plans with
          typical parking stall dimensions, location of handicap
          stalls, dimensions of all driveways, aisles, and
          islands. Plans shall also include spot elevations
          sufficient to determine slope of all pavement
          sections. Design must comply with the Design Criteria.

     4.   SITE LIGHTING PLAN: Tenant shall provide and install
          the same type and style of fixture as Jefferson has
          throughout the entire Shopping Center. Design must
          comply with the Design Criteria.


                               57

5.   Landscape Plan: Tenant shall design landscaping to be
     compatible with the overall landscape design concept of the
     Shopping Center. Design must comply with the Design
     Criteria.



                               58

                            Exhibit E


RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Stephen L. Fink
BARNES & THORN BURG
600 One Summit Square
Fort Wayne, Indiana 46802


                                       (Space Above For Recorder's Use)

   MEMORANDUM OF LEASE AND FIRST RIGHT TO PURCHASE

     THIS MEMORANDUM OF LEASE ("Memorandum") is made as of
_________________ 2001, by and between NMA FORT WAYNE, LLC, an
Illinois limited liability company ("Landlord") and BIAGGI'S
RISTORANTE ITALIANO, LLC an Illinois limited liability company
("Tenant"). Pursuant to that certain Lease by and between
Landlord and Tenant dated even date herewith (the "Lease"),
Landlord has leased to Tenant that certain real property (the
"Property") described in Schedule 1 attached hereto and
incorporated herein by reference:

     All the terms, conditions, covenants and agreements in the
Lease are incorporated into this Memorandum with the same force
and effect as if they were fully recited herein. The term of the
Lease is fifteen (15) years from and after the Lease Commencement
Date (as defined in the Lease) unless sooner terminated or
extended as provided in the Lease. Tenant has four (4) options to
extend the term of the Lease for periods of five (5) years each.

     Pursuant to the Lease, Landlord has granted Tenant a "first
right of offer" to purchase the Premises based on the terms and
conditions set forth in the Lease.

     In the event of any inconsistency between the terms of this
Memorandum and the terms of the Lease, the Lease shall control.

     IN WITNESS WHEREOF, the parties have executed this
Memorandum as of the date first set forth above.








                               59

                         TENANT:
                              BIAGGI'S RISTORANTE ITALIANO, LLC
                              an Illinois limited liability company

                              By:/s/ Todd Hovenden

                              Its: President

                              Date Executed: 2-28-01






                         LANDLORD:

                             NMA Fort Wayne, LLC, an Illinois
                             limited liability company


                              By:/s/ George Gatz

                              Its:Managing Member

                              Date Executed:2-28-01

STATE OF       )

COUNTY OF      )

     On _________________________,before me,
_________________________, a Notary Public in and for said state,
personally appeared ________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be
the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the
instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.

     WITNESS my hand and official seal.

My Commission Expires:
                                   Notary Public in and for said County
_____________________________      and State






                               60


STATE OF       )

COUNTY OF      )

     On ________________________, before me,
________________________, a Notary Public in and for said state,
personally appeared ________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be
the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the
instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.

     WiTNESS my hand and official seal.

My Commission Expires:
                                   Notary Public in and for said
                                   County and State










This instrument prepared by Stephen L. Fink, Barnes & Thornburg,
600 One Summit Square, Fort Wayne, IN 46802.




                        LEGAL DESCRIPTION
                            PARCEL 7

  A TRACT OF LAND LYING SOUTHERLY OF THE SOUTHERLY RIGHT-OF-WAY LINE
OF ILLINOIS ROAD, LYING NORTHERLY OF THE NORTHERLY RIGHT-OF-WAY LINE
OF JEFFERSON BOULEVARD, ALSO KNOWN AS U. S. HIGHWAY NO. 24, AND LYING
EASTERLY OF THE WESTERLY LINE OF A PARCEL OF LAND AS DESCRIBED IN
DOCUMENT 91-055566, RECORDS OF ALLEN COUNTY, INDIANA ALL LOCATED IN
SECTION 8, TOWNSHIP 30 NORTH, RANGE 12 EAST OF THE 2ND P.M., ALLEN
COUNTY, INDIANA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF ILLINOIS
ROAD, SAIl) POINT BEING 75 FEET SOUTH OF THE NORTH LINE OF LOT NUMBER
12 IN EDSALL'S SUBDIVISION OF LaGRO RESERVE IN SAID SECTION AND 159.99
FEET EAST OF THE WEST LINE OF SAID LOT NUMBER 12; THENCE ON ASSUMED
BEARING OF NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID
SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 491.28 FEET; THENCE AROUND
A CURVE IN A CLOCKWISE DIRECTION, ALONG SAID SOUTHERLY RIGHT-OF-WAY
LINE, HAVING A RADIUS OF 2789.93 FEET, AN ARC LENGTH OF 1048.80 FEET, A
DELTA ANGLE OF 21 DEGREES 32 MINUTES 20 SECONDS, A CHORD BEARING OF
SOUTH 79 DEGREES 13 MINUTES 50 SECONDS EAST AND A CHORD LENGTH OF
1042.64 FEET; THENCE SOUTH 63 DEGREES 26 MINUTES 20 SECONDS EAST ALONG
SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 68.40 FEET; THENCE
AROUND A CURVE IN A CLOCKWISE DIRECTION, ALONG SAID SOUTHERLY
RIGHT-OF-WAY LINE, HAVING A RADIUS OF 2789.93 FEET, AN ARC LENGTH OF
515.50 FEET, A DELTA ANGLE OF 10 DEGREES 35 MINUTES 12 SECONDS, A CHORD
BEARING OF SOUTH 61 DEGREES 45 MINUTES 34 SECONDS EAST AND A CHORD
LENGTH OF 514.77 FEET; THENCE SOUTH 49 DEGREES 13 MINUTES 20 SECONDS
EAST ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 158.80 FEET;
THENCE SOUTh 53 DEGREES 05 MINUTES 20 SECONDS EAST ALONG SAID
SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 387.00 FEET; THENCE SOUTH 02
DEGREES 45 MINUTES 20 SECONDS EAST ALONG SAID SOUThERLY RIGHT-OF-
WAY LINE A DISTANCE OF 21.88 FEET TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 02 DEGREES 45 MINUTES 20 SECONDS EAST, ALONG ThE
NORTHERLY RIGHT-OF-WAY LINE OF WEST JEFFERSON BOULEVARD, A
DISTANCE OF 24.12 FEET; THENCE SOUTH 47 DEGREES 43 MINUTES 40 SECONDS
WEST, ALONG SAID NORTHERLY RIGHT-OF-WAY LINE, A DISTANCE OF 343.30
FEET; THENCE NORTH 34 DEGREES 26 MINUTES18 SECONDS WEST, A DISTANCE
OF 221.26 FEET; THENCE NORTH 02 DEGREES 45 MINUTES 20 SECONDS WEST, A
DISTANCE OF 54.28 FEET; THENCE NORTH 87 DEGREES 14 MINUTES 40 SECONDS
EAST A DISTANCE OF 381.04 FEET TO THE TRUE POINT OF BEGINNING.
SAID TRACT CONTAINS A CALCULATED AREA OF 52,559.93 SQUARE FEET OR
1.21 ACRES MORE OR LESS.