IMANAGE:2113609 1

               ASSIGNMENT AND ASSUMPTION OF LEASE


      THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment")
is  made and entered into as of the 10th day of May, 2004, by and
between  GRANT AVE. & STANDARD AVE. DEVELOPMENT, LLC, a New  York
limited liability company ("Assignor"), and AEI REAL ESTATE  FUND
XVIII  LIMITED PARTNERSHIP, a Minnesota limited partnership whose
corporate general partner is AEI Fund Management XVIII,  Inc.,  a
Minnesota corporation, and AEI NET LEASE INCOME & GROWTH FUND XIX
LIMITED  PARTNERSHIP,  a  Minnesota  limited  partnership   whose
corporate  partner is AEI Fund Management XIX, Inc., a  Minnesota
corporation ("Assignee").

                            RECITALS:

  A.   Assignor and Assignee are parties to that certain Purchase
and  Sale  Agreement dated December 22, 2003, (the  "Agreement"),
pursuant  to which Assignee is acquiring from Assignor  the  real
property,  and  improvements  located  on  such  property,   more
particularly   described  on  EXHIBIT  A  attached   hereto   and
incorporated herein by this reference (the "Premises").

B.   Pursuant to the terms of the Agreement, Assignor desires to
sell,  assign,   convey,  transfer  and set over to Assignee and
Assignee desires to assume all of  Assignor's  interest  in that
certain  Lease  dated  September 17, 2003 (the "Lease")  by  and
between Assignor and Eckerd Corporation (the"Tenant"), including
all rents prepaid for any period subsequent  to the date of this
Assignment, subject to the terms and conditions set forth below.

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

     NOW, THEREFORE, in consideration of the Recitals, which  are
hereby   made  a  part  hereof,  for  other  good  and   valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged  by the parties, Assignor and Assignee hereby  agree
as follows:

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

     2.    Except  as otherwise set forth in Paragraph 4  hereof,
Assignee  hereby  assumes and shall be liable  for  any  and  all
liabilities, claims, obligations, losses and expenses,  including
reasonable attorneys' fees arising in connection with  the  Lease
which are actually incurred, and which arise by virtue of acts or
omissions  occurring thereunder on or after the  Effective  Date.
Assignor shall indemnify and hold Assignee harmless from any  and
all   liabilities,  claims,  obligations,  losses  and  expenses,
including  reasonable attorneys' fees arising in connection  with
the  Lease which are actually incurred, and which arise by virtue
of acts or omissions occurring thereunder, prior to the Effective
Date.   Except  as  otherwise set forth in  Paragraph  4  hereof,
Assignee shall indemnify and hold Assignor harmless from any  and
all   liabilities,  claims,  obligations,  loss   and   expenses,
including  reasonable attorneys fees, arising in connection  with
the  Lease  or as a result of Assignee's failure to  fulfill  the
landlord's duties and obligations accruing under the Lease on  or
after  the Effective Date.  Assignee shall be entitled to receive
all  income arising from the Lease from and after said  Effective
Date.  Assignor shall be entitled to receive all income  accruing
from the Lease prior to the Effective Date.

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

4.   Notwithstanding  anything contained herein or implied hereby
to the contrary, Assignor shall remain liable for the performance
of the obligations of the "Landlord" under the Lease with respect
to (i) Landlord's obligations  under  Sections 9.7.5. and 9.7.11.
of the  Lease,  and  (ii)  performance  of  any  warranty  claims
received from Tenant with respect to the Premises pursuant to the
"One Year Warranty" set forth in Section 9.4 of the Lease.

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

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

7.   This Assignment may be executed in any number of
counterparts, each of which shall be effective only upon delivery
and thereafter shall be deemed an original, and all of which
shall be taken to be one and the same instrument, for the same
effect as if all parties hereto had signed the same signature
page. Any signature page of this Assignment may be detached from
any counterpart of this Assignment without impairing the legal
effect of any signatures thereon and may be attached to another
counterpart of this Agreement identical in form hereto but having
attached to it one or more additional signature pages.
8.   Whenever the context so requires in this Assignment, all
words used in the singular shall be construed to have been used
in the plural (and vice versa), each gender shall be construed to
include any other genders, and the word "person" shall be
construed to include a natural person, a corporation, a firm, a
partnership, a joint venture, a trust, an estate or any other
entity.

      [ the reminder of this page is intentionally blank ]

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


                 ASSIGNOR:GRANT AVE. & STANDARD AVE. DEVELOPMENT, LLC,
                          a  New  York limited liability company

                              By:  Westlake Holding, Inc.,
                                   a New York corporation
                              Its: Sole member


                              By: /s/ Joseph P Kane
                                      Joseph P. Kane, President


                 ASSIGNEE: AEI REAL ESTATE FUND XVIII LIMITED
                           PARTNERSHIP, a Minnesota limited partnership

                               By: AEI  Fund Management  XVIII, Inc.,
                                   a Minnesota corporation
                               Its: General Partner


                               By: /s/ Robert P Johnson
                                       Robert P. Johnson, President


                              AEI NET LEASE INCOME & GROWTH
                              FUND XIX LIMITED PARTNERSHIP,
                              a Minnesota limited partnership

                                By: AEI Fund Management XIX, Inc.,
                                    a Minnesota corporation

                                Its: General Partner


                                 By: /s/ Robert P Johnson
                                         Robert P. Johnson, President










STATE OF NEW YORK       )
                        ) ss.
CITY/COUNTY OF ONONDAGA)

     The  forgoing instrument was acknowledged before me this 7th
day  of  May,  2004, by Joseph P. Kane, as President of  Westlake
Holding, Inc., a New York corporation, sole member of GRANT  AVE.
&  STANDARD  AVE. DEVELOPMENT, LLC, a New York limited  liability
company,  on  behalf  of said corporation and  limited  liability
company.

WITNESS my hand and official seal.

My commission expires 2006
     [Notarial Seal]
                                   /s/ Stephen G Etoll
                                         Notary Public



STATE OF MINNESOTA      )
                        ) ss.
COUNTY OF RAMSEY        )

     The forgoing instrument was acknowledged before me this  day
of  May,  2004, by Robert P. Johnson, as President  of  AEI  Fund
Management XVIII, Inc., a Minnesota corporation, General  Partner
of  AEI  REAL ESTATE FUND XVIII LIMITED PARTNERSHIP, a  Minnesota
limited  partnership, on behalf of said corporation  and  limited
partnership.

WITNESS my hand and official seal.
     [Notarial Seal]
                                   /s/ Jennifer L Schreiner
                                           Notary Public



STATE OF MINNESOTA      )
                        ) ss.
COUNTY OF RAMSEY        )

     The forgoing instrument was acknowledged before me this ____
day  of May, 2004, by Robert P. Johnson, as President of AEI Fund
Management XIX, Inc., a Minnesota corporation, General Partner of
AEI  NET  LEASE  INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP,  a
Minnesota limited partnership, on behalf of said corporation  and
limited partnership.

WITNESS my hand and official seal.
     [Notarial Seal]
                                   /s/ Jennifer L Schreiner
                                           Notary Public


                            EXHIBIT A
                               TO
               ASSIGNMENT AND ASSUMPTION OF LEASE
                          ("Premises")


     ALL THAT CERTAIN PIECE OR PARCEL OF LAND situate in the
     City  of  Auburn, County of Cayuga, State of New  York,
     known and distinguished as part of Great Lot No. 38  of
     the   old   Township  of  Aurelius   and   being   more
     particularly bounded and described as follows:

           New  Lot No. 1 on the Resubdivision Plat New  Lot
     No. 1 prepared by C.T. Male Associates, P.C. dated June
     27,  2003 and filed in the Cayuga County Clerk's Office
     on August 13, 2003 at Map No. 03-175.

2113609v1







                         LEASE AGREEMENT



                       ECKERD CORPORATION
                         STORE NO 5881R

                        AUBURN, NEW YORK







                      LEASE AGREEMENT INDEX
               ECKERD CORPORATION STORE NO.5881 R
                        Auburn, New York

SECTION

1.  LEASED PREMISES                                                1
2.  INITIAL  TERM  AND  OPTION  PERIODS                            1
3.  RENT                                                           2
4.  INTENTIONALLY DELETED                                          3
5.  INGRESS AND EGRESS                                             3
6.  EXCLUSIVE                                                      3
7.  LANDLORD'S REPRESENTATIONS AND WARRANTIES                      3
8.  LEASE SUBORDINATION AND NOTICES TO MORTGAGEES                  4
9.  CONSTRUCTION                                                   4
10. EXTERIOR FACILITIES                                            8
11. SIGNS AND ANTENNAE                                             9
12. MECHANIC'S LIENS                                               9
13. COMPLIANCE  WITH LAW AND REGULATIONS                          10
14. ENVIRONMENTAL COMPLIANCE                                      10
15. MAINTENANCE AND REPAIRS                                       12
16. REAL ESTATE TAXES                                             12
17. UTILITIES                                                     12
18. LIABILITY INSURANCE  AND INDEMNIFICATION                      13
19. CASUALTY (PROPERTY) INSURANCE AND DAMAGE TO LEASED PREMISES   13
20. WAIVER OF SUBROGATION                                         14
21. TENANT'S RIGHT TO MAKE CHANGES TO LEASED PREMISES             14
22. ASSIGNMENT AND SUBLETTING                                     15
23. EMINENT DOMAIN                                                15
24. TENANT'S DEFAULT                                              15


                      LEASE AGREEMENT INDEX
               ECKERD CORPORATION STORE NO.5881 R
                        Auburn, New York

SECTION

25. RENT UNDER TENANT'S DEFAULT                                   16
26. LANDLORD'S DEFAULT                                            16
27. FORCE MAJEURE                                                 17
28. SEVERABILITY                                                  17
29. OBLIGATION OF SUCCESSORS                                      17
30. NOTICES                                                       17
31. MISCELLANEOUS                                                 18
32. SHORT FORM LEASE                                              19
33. CONDITION PRECEDENT                                           19








                                   Eckerd Corporation Store  No.: 5881 R








                         LEASE AGREEMENT

     This  Lease  Agreement ("Lease") is made this  17th  day  of
September,  2003,  by  and between GRANT  AVE.  &  STANDARD  AVE.
DEVELOPMENT,   LLC,   a  New  York  limited   liability   company
("Landlord")  and  ECKERD  CORPORATION,  a  Delaware  corporation
("Tenant").   In  consideration  of  the  mutual  covenants   and
agreements  contained  in this Lease,  and  for  other  good  and
valuable  consideration, the receipt of  which  is  acknowledged,
Landlord and Tenant agree as follows:
  I.   LEASED PREMISES
  1.1. Landlord leases to Tenant, and Tenant accepts from Landlord,
     those certain premises consisting of land and a building (with
     area inside walls of 13,813 square feet), as shown on the site
     plan on the attached Exhibit "A", upon real property located at
     the northwestern corner of Grant Avenue (a/k/a N.Y.S. Route 5)
     and Standart Avenue, and situated in the City of Auburn, County
     of Cayuga, State of New York, and as legally described in the
     attached Exhibit "B" ("Leased Premises").
1.2. Tenant shall be permitted to use the Leased Premises for the
operation of a drug store and/or for any other lawful purpose or
purposes, including, but not limited to, an Express Photo and/or
photo processing center, a postal substation or package mailing
center, and an optical center for the practice of opticianry and
optometry. Tenant may also, after obtaining all required licenses
and permits, sell alcoholic beverages for off-premises
consumption. Landlord warrants that the Leased Premises are
properly zoned (or the relevant variances or site approvals have
or will be obtained by Landlord prior to the commencement of
construction) which allow each of the specific uses described
above and that there are no recorded restrictions which would
prohibit or restrict Tenant from using the Leased Premises for
any of those specific uses. Notwithstanding the above, Tenant
acknowledges and agrees that in no event will the Leased Premises
be used for the prohibited uses set forth on the attached Exhibit
"G". Tenant has the right to discontinue all or any part of its
business operations (including, but not limited to, its pharmacy
operations) at the Leased Premises at any time, at Tenant's sole
discretion and without Landlord's approval or consent.
  1.3. Notwithstanding the above, if Tenant shall discontinue its
     operations at the Leased Premises for a period of greater than
     one hundred eighty (180) consecutive days (except as may result
     from fire or other casualty or condemnation) Landlord may, at any
     time following such 180-day period, give Tenant sixty (60) days
     written notice of Landlord's intent to terminate the Lease, and
     if Tenant does not recommence operations or sublet the Leased
     Premises  within such 60-day period, then this  Lease  shall
     terminate at the end of such 60-day period, and the parties shall
     be released from any and all further unaccrued liability with
     respect to this Lease.

2. INITIAL TERM AND OPTION PERIODS

  2.1  The initial term of this Lease shall commence concurrently
     with the Rent Commencement Date ("Lease Commencement Date") and
     shall end at midnight twenty (20) years later ("Lease Termination
     Date").
2.2  Because of the admittedly seasonal aspect of Tenant's
business operations, it is agreed that Tenant shall not be
obligated to initially open for business between November 1 and
January 31. Rent shall not begin to accrue and the Lease
Commencement Date shall not begin until February 1 if possession
of the Leased Premises is made available to Tenant for initial
store opening at any time between November 1 and January 1,
unless Tenant opens for business earlier. These provisions shall
have no effect upon continued payment of Rent following Tenant's
initial store opening.
2.3  Landlord and Tenant agree, upon written request by either
party, to execute, acknowledge and deliver instruments to each
other in recordable form certifying the Lease Commencement Date
and Lease Termination Date.
2.4  Tenant, if not then in default beyond any applicable cure
period, has the option to renew this Lease for four (4)
successive five (5) year periods on the same terms and conditions
contained in this Lease, provided Tenant gives Landlord six (6)
written months notice of its election to exercise an option prior
to the end of the then-current term. Should Tenant neglect to
exercise an option on the applicable date, Tenant's right to
exercise its option shall not expire until fifteen (15) days
after written notice, by Landlord to Tenant, of Tenant's failure
to exercise its option. There shall be no further option to renew
following the end of the fourth (4th) option or Tenant's failure
to exercise any option in the manner set forth above.
2.5  Tenant will deliver up and surrender to Landlord possession
of the Leased Premises upon the expiration or termination of this
Lease in good condition and repair (loss by casualty and ordinary
wear and decay excepted and except for any conditions which,
under the provisions of this Lease, Landlord is required to
remedy).

3. RENT
  3.1  Rent payable by Tenant pursuant to this Lease ("Rent") shall
     commence thirty (30) days after the Leased Premises are completed
     by Landlord in accordance with the provisions of this Lease and
     possession of the Leased Premises has been delivered to Tenant,
     or the date Tenant opens for business, whichever occurs earlier
     ("Rent Commencement Date"). If Landlord fails to have the Leased
     Premises completed and ready for Tenant's occupancy  by  the
     Completion Date (as defined in Section 9.3), then and in that
     event, Tenant shall be entitled to a credit against the Rent
     established in this Lease equal to one (1) day of Rent for each
     day  of  Landlord's delay in delivering the completed Leased
     Premises to Tenant.
3.2  Tenant shall pay Landlord Rent during the initial Lease term
in the amount of Three Hundred Sixty-nine Thousand Five Hundred
Six and 04/100 Dollars ($369,506.04) per year, payable in equal
monthly installments of Thirty Thousand Seven Hundred Ninety-two
and 17/100 Dollars ($30,792.17). Rent during each option period
shall be as follows:
   For the first option period   $376,413.00 per year;  $31,367.75 per month

   For the second option period  $383,319.00 per year;  $31,943.25 per month

   For the third option period   $390,225.96 per year;  $32,518.83 per month

   For the fourth option period  $397, 131.96 per year; $33,094.33 per month

  3.3.    All  monthly payments of Rent shall be paid in  advance
     on the first day of each and every calendar month during the
     term  of this Lease, at Landlord's address set forth in this
     Lease  without  the need for prior demand  and  without  any
     offset  or deduction, except as otherwise provided  in  this
     Lease.  If the term shall commence on a day other  that  the
     first  day of a month, then Rent shall be prorated  for  the
     balance of that month on a per diem basis.

  3.4.    Landlord's  federal tax identification number  is:  51-
     0467860

  3.5.    Tenant shall pay the sales or use tax, if any, assessed
     against  the Rent it pays under this Lease directly  to  the
     State Taxing Authority.

  3.6.  If  during the Lease term, Tenant fails to pay  the  full
     amount of Rent when the same is due and payable, except for any
     offsets or deductions allowed by this Lease, then Tenant shall
     pay  to  Landlord a late charge of Fifty and No/100  Dollars
     ($50.00) to cover the extra expense involved in handling such
     delinquency ("Late Charge").


4. INTENTIONALLV DELETED

5. INGRESS AND EGRESS

  5.1.    Landlord  warrants that it will initially provide,  and
     that  there shall remain in existence for the term  of  this
     Lease and any extension of it, ingress and egress facilities
     to  public highways in the number and the locations depicted
     on  Exhibit  "A", subject to takings pursuant to Section  23
     below,   unavoidable  temporary  closings   or   relocations
     necessitated  by  public  authority or  other  circumstances
     beyond Landlord's control.

6. EXCLUSIVE

  6.1.    Landlord agrees that it will not directly or indirectly
     lease, rent, sell or otherwise permit any property in  which
     it  has any interest (direct or indirect) located within one
     thousand (1,000) feet of any exterior boundary of the Leased
     Premises,  to  be used as a drug store or a  business  which
     sells  or dispenses prescription drugs or for any collateral
     use (such as, e.g., parking, drainage or service drives)  in
     support  of  a  drug  store  or a business  which  sells  or
     dispenses  prescription drugs without the written permission
     of  Tenant. If any mortgagee of the Leased Premises  becomes
     the  Landlord  under  this Lease,  the  provisions  of  this
     Section  6  shall not apply so long as said mortgagee  shall
     remain the Landlord.

7. LANDLORD'S REDRESENTATIONS AND WARRANTIES

  7.1.    Landlord  warrants  that it is,  or  before  the  Lease
     Commencement Date, will be, the owner in fee of  the  Leased
     Premises,  that the Leased Premises will not be  subject  to
     any  liens or mortgages, except for those certain mortgages,
     the   holders  of  which  have  executed  Tenant's  standard
     Subordination,  Non-  Disturbance and  Attornment  Agreement
     ("SNDA")  in the form as shown on the attached Exhibit  "F,"
     and  that  Landlord has full right and title to execute  and
     perform this Lease.

  7.2.    So  long as this Lease is in force and effect, Landlord
     agrees  that  it  will  not permit the disturbance  of,  nor
     interference  with, Tenant's quiet enjoyment of  the  Leased
     Premises in accordance with the terms of this Lease.

 7.3.     Promptly after execution of this Lease, Landlord  shall
     furnish  Tenant  with  satisfactory evidence  of  Landlord's
     title  in the form of a copy of a deed or a copy of a signed
     purchase  agreement. If on the date Landlord acquires  title
     to  the  Leased Premises the Leased Premises or any part  of
     the  Leased  Premises is subject to any  mortgage,  deed  of
     trust  or  other  encumbrance in the nature of  a  mortgage,
     which  is  prior and superior to this Lease,  Landlord  will
     deliver   to   Tenant  in  form  and  substance   reasonably
     satisfactory to Tenant, an agreement duly executed  by  such
     mortgagee  or trustee, obligating such mortgagee or  trustee
     or  any successor to the mortgagee or trustee to be bound by
     this  Lease and by all of Tenant's rights under this  Lease,
     provided Tenant is not in default beyond any applicable cure
     period under the terms of this Lease.

  7.4.    Landlord  has  or will obtain a title insurance  policy
     insuring  the  Leased Premises and any easements  benefiting
     the  Leased Premises. Landlord represents and warrants  that
     with  respect to any exceptions to the title to  the  Leased
     Premises  that  (a)  nothing  contained  in  any   of   said
     exceptions  prohibits or restricts Landlord from  performing
     any  or  all of its obligations under this Lease during  its
     full term, (b) none of said exceptions adversely affects  or
     interferes with Tenant's enjoyment of the Leased Premises in
     accordance with the terms of this Lease, and (c)  there  are
     no  easements  under, above or through the  building  to  be
     constructed on the Leased Premises.

  7.5.Landlord  warrants  and  represents  to  Tenant   that   no
     brokerage  commissions have been charged  to,  or  paid  by,
     Tenant  in  relation  to  this Lease  to  brokers  in  which
     Landlord  has  an ownership interest or who are subsidiaries
     or affiliates of Landlord.

8. LEASE SUBORDINATION AND NOTICES TO MORTAGEES

  8.1.    Tenant agrees to subordinate this Lease to the lien  of
     any  first mortgage or blanket mortgage placed on the Leased
     Premises  and to attorn to any such mortgagee in  accordance
     with  the  terms of Tenant's standard SNDA in  the  form  as
     shown  on  the attached Exhibit "F," provided only  that  so
     long  as this Lease is in full force and effect (a) Tenant's
     tenancy  will  not  be disturbed, nor  will  this  Lease  be
     affected by any default under such mortgage; (b) the  rights
     of Tenant under this Lease shall expressly survive and shall
     not  be  cut off; and (c) this Lease shall, in all respects,
     continue in full force and effect.

  8.2.    If  Landlord  is  not then in default  of  any  of  the
     provisions of this Lease beyond any applicable cure periods,
     Tenant will, upon demand and without cost to Tenant, execute
     and  deliver to Landlord Tenant's SNDA in the form as  shown
     on  the attached Exhibit "F ," necessary to effectuate  such
     subordination  and non- disturbance. In the event,  however,
     any  mortgagee  of  Landlord requires modification  of  such
     SNDA, and such modifications do not change the current  SNDA
     in  a material way, Tenant agrees that it will consider such
     modifications,   provided  the  final  form   of   SNDA   is
     substantially in accordance with the terms of  the  attached
     Exhibit "F".

  8.3.    Upon  Landlord's written request, any notices  required
     or  permitted to be given to Landlord under this Lease shall
     also  be  given to any mortgagee whose name and address  has
     been  provided  by  Landlord  to  Tenant  in  writing.  Such
     mortgagee  shall have the right, but not the obligation,  to
     cure any default by Landlord within the same time period  as
     may be granted Landlord under any provision in this Lease.

9. CONSTRUCTION
  9.1.    Landlord will, at its own expense, prepare and  deliver
     to Tenant five (5) sets of detailed plans and specifications
     for  construction of the Leased Premises in accordance  with
     guide plans furnished by Tenant (Edition: Prototype 2000  or
     Prototype  2001, both with an issue date of June  29,  2001,
     both  as amended by Bulletin #1 and Bulletin #2, both  dated
     November  8,  2001, by Bulletin #3 dated  May  1,  2002,  by
     Bulletin  #4  dated May 22, 2002, and by Bulletin  #5  dated
     July 15, 2002; or Edition: Prototype 2002 with an issue date
     of  May  17, 2002, as amended by Bulletin #1 dated July  15,
     2002,  and by Bulletin #2 dated August 7, 2002; or  Edition:
     Prototype 2000, 2001 & 2002, with an issue date of  February
     28, 2003, as amended by Bulletin #1 dated February 28, 2003;
     as   applicable)  ("Guide  Plans").  Landlord   acknowledges
     receipt   of   the  Guide  Plans  from  Tenant.   Landlord's
     construction  plans and specifications shall be  subject  to
     approval  by Tenant, initialed by the parties and considered
     a part of this Lease. Such approved plans are referred to in
     this  Lease  as the "Plans." If Landlord elects  to  proceed
     with  construction prior to obtaining Tenant's  approval  of
     the  Plans,  any  changes required by  Tenant  shall  be  at
     Landlord's sole cost and expense.

  9.2.    Notwithstanding any information set forth in the  Guide
     Plans nor Tenant's approval of Landlord's Plans as described
     above,  it  is Landlord's sole obligation and responsibility
     under  this Lease to ensure that the design and construction
     of  the  Leased  Premises  complies  in  all  respects  with
     applicable law, including, but not limited to, the Americans
     with   Disabilities   Act  ("ADA")  (and   all   regulations
     promulgated under the ADA), together with any other federal,
     state  or  local statutes, codes or regulations relating  to
     the  accessibility  of  the Leased  Premises  to  physically
     disabled  persons,  at  the time  the  Leased  Premises  are
     delivered  to  Tenant  for possession.  Landlord  agrees  to
     defend, hold harmless, and indemnify Tenant for any and  all
     losses  incurred  by Tenant in the event  Landlord  breaches
     this obligation.

  9.3.  Immediately upon execution of this Lease, Landlord  shall
     proceed with due diligence to obtain all requisite permitting for
     development of the Leased Premises. Landlord shall  commence
     construction no later than December 15, 2003, and shall complete
     the Leased Premises in accordance with the Plans no later than
     one hundred eighty (180) days from the date of the commencement
     of  construction ("Completion Date"). Landlord shall provide
     Tenant  at  least thirty (30) days prior written  notice  of
     commencement of construction. At least sixty (60) days prior to
     the Completion Date, written notice shall be given by Landlord to
     Tenant that the Leased Premises will be completed and ready for
     Tenant's occupancy. Landlord shall obtain from the authority
     having jurisdiction the street address to be assigned to the
     Leased Premises and provide Tenant with such information  in
     writing no later than thirty (30) days after commencement of
     construction. If construction is delayed for a period of six (6)
     months or longer and Tenant does not terminate this Lease, the
     Plans shall be resubmitted by Landlord for approval by Tenant
     prior to construction or recommencement of construction.

  9.4.    The  Leased Premises shall be deemed to have been fully
     completed  and ready and available for occupancy  by  Tenant
     when  all  of  the following have been accomplished:  (a)  a
     certificate  of  occupancy or an equivalent  use  permit  is
     issued  by  and  obtained  from the  governmental  authority
     having  jurisdiction  (subject to any delay  caused  in  the
     issuance  of a certificate of occupancy as a result  of  any
     fixturing  or  other work performed or to  be  performed  by
     Tenant);  (b)  the  architect who  prepared  the  Plans  has
     certified in writing to Tenant that the Leased Premises have
     been  completed  in  accordance with the Plans  approved  by
     Landlord and Tenant as set forth in this Lease; (c) Landlord
     has  tendered  possession of the Leased Premises  to  Tenant
     with  the  store absolutely cleaned, including the  cleaning
     and  waxing of floors; (d) all mechanical systems  servicing
     the  Leased  Premises have been completed and  are  in  good
     working  condition;  (e) the Leased Premises  are  free  and
     clear  of  all  liens  as provided in this  Lease;  and  (f)
     Landlord  has delivered to Tenant satisfactory  evidence  of
     Landlord's  title to the Leased Premises and non-disturbance
     agreements,  if applicable, in accordance with  this  Lease.
     Tenant   acknowledges   that  Landlord's   construction   is
     occurring at a time of the year which may preclude  Landlord
     from  completing all landscaping and from placing the  final
     coat  of  asphalt on the parking lot at the Leased Premises.
     Accordingly,  the  Leased  Premises  shall  nevertheless  be
     deemed to be completed and ready and available for occupancy
     pursuant  to  the terms of the Lease (and the term  of  this
     Lease  and  Tenant's obligation to pay Rent shall  commence)
     notwithstanding the fact that the final coat of asphalt  and
     some  of the landscaping at the Leased Premises have yet  to
     be  completed,  and Landlord hereby agrees to  complete  any
     such  incomplete  items  as soon as is  practicable  in  the
     Spring  of  2004  after  asphalt  plants  open  and  weather
     permits.  Landlord  agrees to provide Tenant  with  two  (2)
     copies  of an as-built survey of the Leased Premises  within
     thirty  (30)  days after the Lease Commencement  Date  ("As-
     Built  Survey"). The As-Built Survey shall include,  without
     limitation,  a  metes  and  bounds  legal  description,  all
     easements,  utilities, and public and private right-of-ways.
     In  the  event  Landlord fails to provide  Tenant  with  the
     copies of the As-Built Survey as provided above, Tenant  may
     have an As-Built Survey prepared and offset the cost of such
     survey and the two (2) copies of the As-Built Survey against
     Rent due or becoming due under this Lease. Landlord warrants
     that  the  Leased  Premises shall be free  from  defects  in
     materials  or  workmanship for a  period  of  one  (1)  year
     following the Lease Commencement Date ("One-Year Warranty").
     Landlord further agrees to correct, at Landlord's sole  cost
     and expense, any such defects. Upon completion of the Leased
     Premises as provided in this Lease, Landlord will not paint,
     decorate  or change the architectural treatment of any  part
     of  the  exterior  of  the  Leased Premises,  nor  make  any
     structural  alterations, additions or changes to the  Leased
     Premises without Tenant's prior written approval.

  9.5.    If  Landlord  shall  fail to commence  construction  or
     deliver the Leased Premises to Tenant in the manner provided
     and  within  the time limits set forth in this  Lease,  then
     Tenant  may, at its option, terminate this Lease  by  giving
     Landlord thirty (30) days written notice; provided, however,
     that  Tenant's  termination shall be nullified  if  Landlord
     commences  construction or delivers the Leased Premises,  as
     the  case may be, in the manner required by the Lease within
     such  thirty  (30)  day  period.  Acceptance  by  Tenant  of
     delivery of the Leased Premises prior to the Completion Date
     shall be at the option of Tenant, such acceptance not to  be
     unreasonably withheld.

  9.6.    At  Tenant's  sole  risk, Landlord will  afford  Tenant
     reasonable access to the Leased Premises prior to the  Lease
     Commencement Date for the purpose of inspecting,  measuring,
     installing  or arranging for the installation  of  fixtures,
     but  only to the extent that such activity proceeds  without
     interfering with Landlord's contractors, subcontractors, and
     their  respective employees. By giving Tenant access to  the
     Leased  Premises  prior  to  the  Lease  Commencement  Date,
     Landlord assumes no responsibility whatsoever for injury  to
     Tenant's  employees  or  contractors  entering  the   Leased
     Premises,  or  damage  to  property  Tenant's  employees  or
     contractors  may  have  brought  in,  or  upon,  the  Leased
     Premises,  nor  shall Landlord be entitled to  any  Rent  by
     reason  of such access. Tenant agrees to indemnify and  hold
     Landlord  harmless from and against any and all  claims  and
     demands  arising out of such access, unless such  claims  or
     demands  are due to the negligence of Landlord, its  agents,
     employees or contractors.

  9.7.     The   procedure   for  adjusting   Rent   based   upon
     construction  costs  pursuant to  this  Lease  shall  be  as
     follows:

     9.7.1.  The  Rent  set  forth in this Lease  was  calculated
       based  upon estimated total project costs of Three Million
       Five  Hundred  Nineteen  Thousand  One  Hundred  Five  and
       No1100  Dollars ($3,519, 105.00) ("Estimated Total Project
       Costs").  The Estimated Total Project Costs are set  forth
       in  the Preliminary Site Budget document attached to  this
       Lease   as   Exhibit  "D"  ("Preliminary  Site   Budget").
       Specifically, the annual Rent for the initial  Lease  term
       is  equal  to  the product of the Estimated Total  Project
       Costs  multiplied  by  ten and one half  percent  (10.5%).
       Included   in  the  Estimated  Total  Project  Costs   are
       estimated  hard  costs for construction  of  the  building
       that  is  a part of the Leased Premises. The phrase  "hard
       costs  for  construction of the building" ("Building  Hard
       Costs") shall mean:

       9.7.1.1.  Building  Hard  Costs  shall  include  all  real
          property  building costs, including but not limited  to
          the   concrete   slab  under  the  building,   building
          retaining walls, the sidewalks under the front  canopy,
          building masonry, building structural steel, metal roof
          decks,  roof  insulation,  building  rough  and  finish
          carpentry, building insulation, the exterior insulation
          and  finish  system ("EIFS") or stucco  finish  system,
          metal  roof panels, the roof membrane, sheet metal  and
          flashing,  sealants,  roof  hatches,  steel  doors  and
          frames,  automatic  doors, roll down doors,  storefront
          system,  door  hardware, gypsum board systems,  ceramic
          tile,    suspended   acoustical   ceilings,   resilient
          flooring,   interior   paint,  exterior   paint,   wall
          coverings,   miscellaneous  interior   finishes,   fire
          extinguishers,  restroom hardware,  toilet  partitions,
          drive-  thru window and pneumatic systems, the heating,
          ventilating  and air-conditioning system ("HVAC"),  all
          interior  plumbing (including hookup to site plumbing),
          fire  sprinkler  systems,  building  electrical  system
          (including  switch gear and hookup to  site  electrical
          feeds),  light fixtures, general conditions  associated
          to the building, and profit associated with the cost of
          the Building Hard Costs.

       9.7.1.2.     Building  Hard Costs shall not  include  land
          improvement costs, such as fences, dumpster enclosures,
          demolition  of  existing  structures,  paving,  offsite
          striping,  curb and gutters, storm water systems,  site
          electrical  (including  signage),  transformer,   power
          company  service,  site sanitary sewer,  lift  station,
          site  gas  piping,  site lighting,  offsite  utilities,
          water  meter,  back-flow  preventors,  water  detention
          structures,  water  retention  systems,  clearing   and
          grading,  structural fill, topsoil and unsuitable  soil
          removal,   landscaping,  irrigation,  site   sidewalks,
          concrete  paving, bollards, retaining walls, applicable
          federal  or state department of transportation  ("DOT")
          work,  off  site improvements, site equipment,  general
          conditions   associated  with  the  site,   or   profit
          associated with the cost of the sitework costs.

  9.7.2.As  set forth on the Preliminary Site Budget, the parties
     estimate  Building Hard Costs in the amount of  One  Million
     One Hundred Sixty Thousand Two Hundred Ninety-two and No1100
     Dollars  ($1, 160,292.00) ("Estimated Building Hard Costs").
     The  parties agree that Rent shall be adjusted as  described
     below  based upon the Actual Building Hard Costs (as defined
     below).

  9.7.3.NOTWITHSTANDING  ANYTHING TO THE  CONTRARY  CONTAINED  IN
     THIS   LEASE,  ANY  INCREASE  IN  RENT  SHALL  BE  EXPRESSLY
     CONDITIONED UPON SATISFACTION OF THE FOUR (4) CONDITIONS SET
     FORTH  BELOW. LANDLORD AGREES AND ACKNOWLEDGES THAT  IN  THE
     EVENT  THESE FOUR (4) CONDITIONS ARE NOT SATISFIED, LANDLORD
     SHALL  NOT  BE ENTITLED TO AN INCREASE IN RENT  PURSUANT  TO
     THIS LEASE:

     9.7.3.1.   CONDITION  ONE:  The general contractor,  project
          architect and civil engineer retained by Landlord to perform
          Landlord's construction obligations shall be approved in
          writing in advance by Tenant, at Tenant's sole discretion;
          and

9.7.3.2.  CONDITION TWO: At least thirty (30) days prior to the
commencement of construction by Landlord, Landlord shall notify
Tenant's regional project construction manager and regional real
estate director of all construction costs as bid to the Landlord,
and furnish Tenant's regional project construction manager and
regional real estate director with complete copies of at least
three (3) bids (or such lesser number of bids as Tenant may deem
acceptable at Tenant's sole discretion) submitted to Landlord in
connection with all costs of construction. All such bids shall be
submitted by Landlord to Tenant in electronic format (such as,
e.g., e-mail or other method approved by Tenant) on Tenant's bid
form, a copy of which bid form is attached as Exhibit "E"; and

  9.7.3.3.      CONDITION   THREE:  Tenant's   regional   project
          construction manager and regional real estate  director
          or  their designees shall have the right to verify such
          construction  costs  and negotiate  directly  with  the
          contractors  to  reduce the construction  costs  and/or
          change  the  scope of construction so as to  arrive  at
          construction  costs  acceptable  to  Tenant's  regional
          project  construction manager and regional real  estate
          director; and

  9.7.3.4.      CONDITION   FOUR:   Tenant's   regional   project
          construction manager shall have approved in writing the
          costs  of  construction acceptable to Tenant's regional
          project  construction manager and regional real  estate
          director  and  furnished Landlord with a copy  of  such
          written  approval of the construction  costs,  together
          with written notice to commence construction.

  9.7.4.Immediately following (but not prior to) the  receipt  by
     Landlord  of  Tenant's written approval of the  construction
     costs  and written notice to commence construction, Landlord
     may commence construction. Any increase in the Building Hard
     Costs incurred after the commencement of construction (e.g.,
     unknown  conditions,  errors  in  architectural  plans,   or
     government-  required conditions) shall  not  result  in  an
     increase in Rent unless the increased costs are incurred  as
     a  result of a written change order or orders by Tenant. Any
     written  change  order  or orders by Tenant  after  Tenant's
     written  approval of the Building Hard Costs will  not  give
     Tenant  the  right  to  terminate this Lease.  However,  any
     written  change  order  or orders by Tenant  after  Tenant's
     written approval of the Building Hard Costs which results in
     a  decrease  in the Actual Building Hard Costs  (as  defined
     below)  will  entitle Tenant to a decrease in Rent  that  is
     otherwise available pursuant to the formula set forth below.
     The parties also agree that the "Contingency" fund set forth
     in  the  Preliminary Site Budget shall  not  be  applied  to
     Building Hard Costs.

  9.7.5.Within  sixty  (60) days after the  Leased  Premises  are
     fully  completed and available for occupancy  by  Tenant  as
     described in this Lease, Landlord shall deliver to  Tenant's
     regional  project  construction manager a binder  containing
     true,   accurate,  complete  and  verified  copies  of   all
     documents  related  to the Building Hard  Costs,  including,
     without limitation, all construction bids, contracts, change
     orders, invoices, lien waivers (if available), notices,  and
     permits, together with a reconciliation of the Building Hard
     Costs  in  the  same format as the Preliminary  Site  Budget
     ("Documentation  Binder").  In  addition,  as  part  of  the
     Documentation Binder, Landlord shall provide the certificate
     of  occupancy, an as-built survey, and the roof warranty  as
     specifically  described in this Lease. The  purpose  of  the
     Documentation  Binder is to determine and verify  the  final
     actual Building Hard Costs ("Actual Building Hard Costs") in
     order  to  adjust the Rent. In the event Landlord  fails  to
     deliver  the Documentation Binder to Tenant within this  60-
     day  period, Landlord shall be in default of the  Lease.  In
     the  event the default is not cured as described below,  the
     failure  of  Landlord  to provide the  Documentation  Binder
     within this 60-day period shall result in the termination of
     any  right to increase the Rent pursuant to this Section  of
     the  Lease, and Tenant shall be entitled to reduce the  Rent
     in  accordance with the construction bids, as  they  may  be
     modified.  Notwithstanding  the  foregoing,  in  the   event
     Landlord fails to deliver the Documentation Binder to Tenant
     within   this  60-  day  period,  Landlord  shall  have   an
     additional  thirty  (30) days to cure such  default  upon  a
     written notice of default from Tenant.

  9.7.6.  Tenant  shall have the right, within  sixty  (60)  days
     after  delivery  by Landlord to Tenant of the  Documentation
     Binder,  to  review the costs set forth in the Documentation
     Binder and to submit Tenant's written response to such costs
     to Landlord. In the event Tenant fails to perform the review
     and  so respond within this 60-day period, Landlord may,  by
     written notice to Tenant, terminate Tenant's right to review
     such  construction  costs  contained  in  the  Documentation
     Binder,  and  such costs as submitted by Landlord  shall  be
     deemed  final  for  the purposes of amending  the  Lease  as
     described  below,  unless  Tenant performs  the  review  and
     submits its written response to Landlord within thirty  (30)
     days  after  Tenant's  receipt of the  written  notice  from
     Landlord.

  9.7.7.  Landlord  and  Tenant agree to act  in  good  faith  to
     promptly resolve any concerns or disputes which arise  as  a
     result  of Tenant's review and written response as described
     above  and  to reach an agreement as to the Actual  Building
     Hard Costs.

  9.7.8.  After the parties have reached an agreement as  to  the
     Actual  Building  Hard Costs, the parties shall  recalculate
     the   Rent  based  upon  the  Actual  Building  Hard  Costs.
     Specifically, the annual Rent for the initial term  and  all
     option periods of the Lease shall be increased or decreased,
     as  the  case may be, by the difference between  the  Actual
     Building  Hard Costs and the Estimated Building  Hard  Costs
     multiplied by ten and one half percent (10.5%). The  parties
     shall  thereafter promptly enter into a Lease amendment  (to
     be effective as of the Rent Commencement Date) setting forth
     the  revised annual and monthly Rent throughout the term  of
     this Lease.

  9.7.9.  Notwithstanding  the foregoing language,  in  no  event
     shall Landlord be entitled to a Rent increase for the amount
     of  the  Actual Building Hard Costs in excess of One Million
     Two  Hundred Eighteen Thousand Three Hundred Six and  60/100
     Dollars  ($1,218,306.60) (i.e., five percent  (5%)  increase
     over  Estimated  Building Hard Costs),  unless  such  excess
     costs are the result of a written change order or orders  by
     Tenant. Rather, Landlord shall be responsible for all Actual
     Building Hard Costs which exceed the Estimated Building Hard
     Costs  by  more than five percent (5%), unless  such  excess
     costs are the result of a written change order or orders  by
     Tenant.   Furthermore   (and  again,   notwithstanding   the
     foregoing language), In no event shall Tenant be entitled to
     a Rent decrease for the amount of Actual Building Hard Costs
     which  are below One Million Forty-four Thousand Two Hundred
     Sixty-two  and 80/100 Dollars ($1,044,262.80) (i.e.,  a  ten
     percent [10%] decrease below Estimated Building Hard  Costs)
     unless such reduced costs are the result of a written change
     order or orders by Tenant.

  9.7.10.  Within thirty (30) days after execution of  the  Lease
     amendment described above, Tenant shall pay to Landlord,  or
     Landlord  shall  pay  to Tenant, as the  case  may  be,  the
     difference between the Rent paid pursuant to the Lease prior
     to the Lease amendment and the revised Rent set forth in the
     Lease amendment for the same period of time.

  9.7.11.  Within one hundred eighty (180) days after the  Leased
     Premises are fully completed and available for occupancy  by
     Tenant as described in this Lease, Landlord shall deliver to
     Tenant  a  second binder containing true, accurate, complete
     and  verified copies of all documents related  to  all  soft
     costs  and other costs relating to the construction  of  the
     Leased Premises as set forth on the Preliminary Site Budget,
     other  than the Building Hard Costs ("Remaining Construction
     Costs"). The documents in this binder shall include, without
     limitation, all bids, statements, contracts, change  orders,
     invoices, lien waivers, notices, and permits, together  with
     a  reconciliation of the Remaining Construction Costs in the
     same  format  as the Preliminary Site Budget. The  Remaining
     Construction  Costs  shall  be  submitted  to   Tenant   for
     information purposes, only.


10. EXTERIOR FACILITIES

  10.1.  Prior  to  the Lease Commencement Date,  Landlord  shall
     construct  the  sidewalks, service drives,  parking  aisles,
     driveways,  streets  and parking area and  provide  adequate
     water  drainage ("Exterior Facilities") as shown on  Exhibit
     "A".  The area provided for the parking of automobiles shall
     be  sufficient  to accommodate not less than fifty-six  (56)
     full-sized automobiles with spaces striped on nine foot (9')
     centers  for  each  car, plus four (4)  handicapped  spaces,
     subject  to the terms of this Lease. All sidewalks shall  be
     concrete  and all service drives, parking aisles, driveways,
     streets and parking areas shall be graded, leveled and paved
     with concrete or asphalt, clearly marked with painted lines,
     and  repainted  as required prior to the Lease  Commencement
     Date.  Landlord  agrees there shall be unobstructed  use  of
     sidewalks,   driveways  and  roadways  for  automotive   and
     pedestrian  traffic  to  and from the  Leased  Premises  and
     adjacent public streets and highways subject to the terms of
     this  Lease. All of the Exterior Facilities, and  any  signs
     owned  or permitted by Landlord, shall be constructed  in  a
     good  and  workmanlike  manner  by  Landlord  and  shall  be
     maintained by Tenant, in good condition throughout the term,
     at Tenant's sole cost and expense.

  10.2.  Landlord  shall provide concrete or paved  driveways  at
     the  rear of the Leased Premises as shown on Exhibit "A"  in
     order to provide convenient public access to the delivery or
     service entrances.

11. SIGNS AND ANTENNAE

  11.1.  Landlord agrees that Tenant shall have the right at  its
     own cost and expense to erect and maintain as many signs  on
     the  Leased  Premises  as  are allowed  by  applicable  laws
     advertising  its business and the services it provides.  Any
     signs erected by Tenant shall conform to the requirements of
     local ordinances and shall be signs generally used by Tenant
     to  advertise its business from time to time, including, but
     not limited to, its standard capsule sign.

  11.2.  Tenant  shall  be permitted, as soon as  possible  after
     Landlord's purchase of the Leased Premises, to install  sign
     foundations with conduits as shown in the Plans and  at  the
     locations shown on Exhibit "A" upon which Tenant may install
     its  readerboards  and  sign panels. Landlord  shall  extend
     electrical  service to all pylon signs as soon as  practical
     thereafter.

  11.3.  Landlord  shall not, without Tenant's  written  consent,
     utilize  or  permit others to utilize the  exterior  of  the
     Leased  Premises,  or the space above it, for  sign  display
     purposes.

  11.4.  Tenant may install at its own expense and cost satellite
     receiving/transmitting equipment or antennae on the roof  of
     the  Leased  Premises  provided such installation  does  not
     penetrate  the  roof  or  otherwise  adversely  affect   the
     integrity  of  the  roof structure and is permitted  by  all
     applicable  laws.  Tenant  agrees  to  indemnify  and   hold
     Landlord  harmless from and against any and all  claims  and
     demands arising from the installation, removal or repair  of
     such equipment, unless such claims or demands are due to the
     negligence   of   Landlord,   its   agents,   employees   or
     contractors.

  11.5.  If  any variances from governmental sign codes or zoning
     ordinances  are required in order for Tenant to install  its
     signs as depicted on the Plans or at the locations shown  on
     Exhibit  "A," Landlord shall cooperate with Tenant in  order
     for Tenant to obtain such variances.

12. MECHANIC'S LIENS

  12.1.  When  completed, Landlord will ensure  that  the  Leased
     Premises  are  free  and  clear of all  claims  of  lien  by
     mechanics  and materialmen for and on account of  labor  and
     materials  furnished  in  and  about  the  construction   by
     Landlord.  Thereafter, if any mechanic's or other liens,  or
     order for the payment of money arising through the fault  of
     either party, shall be filed against the Leased Premises  or
     additions, alterations or extensions of the Leased Premises,
     such  party  shall  cause the liens  to  be  terminated  and
     discharged  of record, by bond or otherwise, and shall  also
     defend  and  pay  damages and attorney's fees,  if  any,  on
     behalf  of  the  other, for any action, suit  or  proceeding
     which may be brought for the enforcement of such lien, liens
     or  orders. Upon failure of the defaulting party  to  comply
     with  the  provisions of this Section, the other party  may,
     after  thirty (30) days written notice, and such  defaulting
     party's  continued failure to comply with the provisions  of
     this  Section, do so on the defaulting party's  behalf,  and
     all  reasonable  sums expended by the other party  shall  on
     demand  be paid to it by the party in default. In the  event
     Landlord is the defaulting party, Tenant may offset  against
     Rent  due or to become due all such sums expended by  Tenant
     as  a  result  of  Landlord's failure to  comply  with  this
     Section.

  13. COMPLIANCE WITH LAW AND REGULATIONS

  13.1.  Except  to  the  extent any order, rule,  regulation  or
     requirement  of  any  governmental  body  relates   to   any
     condition  which  existed prior to  the  Lease  Commencement
     Date,  Tenant  agrees  to  comply with  all  orders,  rules,
     regulations  and  requirements  of  any  governmental   body
     relating to the manner of Tenant's use and occupancy of  the
     Leased  Premises,  or alterations made by  the  Tenant,  and
     Tenant  will pay all costs and expenses incidental  to  such
     compliance  and  will indemnify and save  harmless  Landlord
     from  any  such costs and expenses. In the event  compliance
     with   any   governmental  orders,  rules,  regulations   or
     requirements is not the responsibility of Tenant as provided
     in  this  Section, Landlord shall comply with  such  orders,
     rules,  regulations and requirements at its  sole  cost  and
     expense  and  will indemnify and save Tenant  harmless  from
     such costs and expenses.

14. ENVIRONMENTAL COMDLIANCE

  14.1.  For  the purposes of this Lease, the term "Environmental
     Law"  shall mean any federal, state, or local law,  statute,
     ordinance  or  regulation pertaining to  health,  industrial
     hygiene, or the environmental conditions on, under or  about
     the   Leased  Premises,  including  without  limitation  the
     Comprehensive   Environmental  Response,  Compensation   and
     Liability  Act  of  1980,  as  amended  from  time  to  time
     ("CERCLA"),  42  U.S.C.  Sections 9601,  et  seq.,  and  the
     Resource  Conservation and Recovery Act of 1976, as  amended
     from time to time ("RCRA"), 42 U.S.C. Sections 6901, et seq.

  14.2.  For  the  purposes  of this Lease, the  term  "Hazardous
     Substance"  shall  mean,  without  limitation:   (a)   those
     substances  included  within the  definition  of  "hazardous
     substances",  "hazardous materials", "toxic substances",  or
     "solid  waste" in CERCLA, RCRA, and the Hazardous  Materials
     Transportation Act, 49 U.S.C. Sections 1801, et seq., and in
     the regulations promulgated pursuant to said laws; (b) those
     substances  defined as "hazardous wastes" in any  applicable
     state statute and in the regulations promulgated pursuant to
     any  such statute; (c) those substances listed in the United
     States  Department of Transportation Table (49 CFR  172.101,
     as amended) or by the United States Environmental Protection
     Agency  (or  any successor agency) as hazardous  substances;
     (d) such other substances, materials and wastes which are or
     become  regulated under applicable local, state, or  federal
     law,  or  which are classified as hazardous or  toxic  under
     federal,  state or local laws or regulations;  and  (e)  any
     material,  waste  or substance which is (i)  petroleum  (ii)
     asbestos (iii) polychlorinated biphenyls (iv) designated  as
     a "hazardous substance" pursuant to Section 311 of the Clean
     Air Act, 33 U.S.C. Section 1251, et seq., or listed pursuant
     to   Section  307  of  the  Clean  Air  Act,  (v)  flammable
     explosive, or (vi) radioactive materials.

  14.3.  Tenant  shall  not use, generate, manufacture,  produce,
     store, release, discharge or dispose of, on, under or  about
     the  Leased  Premises, or transport to or  from  the  Leased
     Premises, any Hazardous Substance, or allow any other person
     or  entity  to  do  so. Tenant shall keep and  maintain  the
     Leased  Premises in compliance with, and shall not cause  or
     permit  the  Leased  Premises to  be  in  violation  of  any
     Environmental Law. Notwithstanding the foregoing, Tenant may
     use  and store in reasonable amounts and in accordance  with
     applicable laws such cleaning products, automotive  products
     and  other products as are normally used, sold or stored  in
     Tenant's  drug stores from time to time, including,  without
     limitation, chemicals and materials used in connection  with
     photoprocessing.

  14.4.  Landlord  and  Tenant shall each give  the  other  party
     prompt notice of any of the following of which the party  in
     question has actual knowledge: (a) any proceeding or inquiry
     by  any  governmental authority with respect to the presence
     of  any  Hazardous Substance on the Leased Premises  or  the
     migration  of  such Hazardous Substance  from  or  to  other
     property;  (b) all claims made or threatened  by  any  third
     party  against  Tenant,  Landlord  or  the  Leased  Premises
     relating  to any loss or injury resulting from any Hazardous
     Substance; and (c) discovery of any occurrence or  condition
     on  any  real property adjoining or in the vicinity  of  the
     Leased Premises that could cause the Leased Premises or  any
     part   of  the  Leased  Premises  to  be  subject   to   any
     restrictions on the ownership, occupancy, transferability or
     use  of  the Leased Premises under any Environmental Law  or
     any  regulation adopted in accordance with any Environmental
     Law.

  14.5.   Tenant  shall  protect,  defend,  indemnify  and   hold
     harmless   Landlord,   its  members,  directors,   officers,
     partners, employees, agents, successors and assigns from and
     against  any  and  all  loss, penalties,  fines,  judgments,
     forfeitures,  damage, cost, expense or liability  (including
     attorney's fees and costs) arising from or caused  in  whole
     or  in part, directly or indirectly, by Tenant's failure  to
     comply with the terms of this Section.

  14.6.  Landlord  represents and warrants  to  Tenant  that,  to
     Landlord's  actual  knowledge and the  actual  knowledge  of
     Joseph P. Kane, as President of the sole member of Landlord,
     other than any Hazardous Substance disclosed in that certain
     environmental  report(s) titled "Phase I Environmental  Site
     Assessment"  prepared by Plumley Engineering  ("PE"),  dated
     August,  2003  (PE  Project No.2003046),  and  that  certain
     "Phase  II  Environmental Site Assessment" prepared  by  PE,
     dated August, 2003 (PE Project No.2003046) (the presence  of
     any  Hazardous  Substance described  in  said  report(s)  is
     referred  to as the "Condition"): (a) no Hazardous Substance
     is   present,   or  was  installed,  exposed,  released   or
     discharged  in  or  under the Leased Premises  at  any  time
     during or prior to Landlord's ownership; (b) no prior  owner
     or  occupant  of the Leased Premises has used any  Hazardous
     Substance  on  the  Leased  Premises;  and  (c)  the  Leased
     Premises  have  been used and operated upon compliance  with
     all  applicable  local, state and federal laws,  ordinances,
     rules regulations and orders.

  14.7.  Landlord  shall  protect,  indemnify,  defend  and  hold
     harmless   Tenant,   its   officers,   employees,    agents,
     successors, and assigns from and against any and  all  loss,
     penalties,  fines,  judgments,  forfeitures,  damage,  cost,
     expense  or liability (including attorney's fees and  costs)
     arising  from  or  caused in whole or in part,  directly  or
     indirectly  (a) from the Condition; (b) from any remediation
     of  the Condition performed by Landlord or a third party  or
     any  of its or their officers, employees, agents, successors
     and   assigns,  and  (c)  from  Landlord's  breach  of   its
     representations   contained   in   this   Subsection.   This
     indemnification  shall  survive the  expiration  or  earlier
     termination of this Lease.

  14.8.  Tenant acknowledges the Condition, if any. Tenant  shall
     not have the right to terminate this Lease due to either the
     existence  of  the Condition or any effect the existence  of
     the  Condition  has  on Tenant's use and  occupancy  of  the
     Leased   Premises,   and  the  effect  of   any   reasonable
     remediation of the Condition. Tenant shall have no right  to
     compel   Landlord  to  remediate  the  Condition;  provided,
     however,  that  Landlord shall comply with any  governmental
     requirement  to  remediate  the  Condition.  Notwithstanding
     anything in this Lease to the contrary, Landlord, at its own
     cost  and expense, shall diligently pursue and complete  the
     soil and groundwater remediation recommended in the Phase II
     (and  other  recommendations  included  in  the  Phase  II).
     Landlord  shall  obtain a No Further Action letter  (or  its
     equivalent)  from  the  applicable governmental  entity  and
     promptly  provide said letter to Tenant upon  completion  of
     the soil and groundwater remediation.

  14.9.  In the event that Landlord sells the Leased Premises  to
     a  bona fide third-party purchaser which is not an affiliate
     or  controlled or under common control with Landlord  and/or
     Landlord's  sole member, as the case may be, such subsequent
     landlord  shall not be liable for a breach of  the  warranty
     contained  in Subsection 14.6(a). In the event  Landlord  is
     required  by  any  governmental agency to  perform  remedial
     activities  on  the  Leased Premises  as  a  result  of  the
     Condition, Tenant agrees to enter into an appropriate access
     and remediation agreement which is reasonably acceptable  to
     Tenant.

  14.10.  Upon  prior reasonable notice, Landlord shall have  the
     right  to inspect Tenant's operations on the Leased Premises
     to ascertain Tenant's compliance with the provisions of this
     Lease  at  any  reasonable time. Tenant shall  also  provide
     periodic  certifications  to Landlord,  upon  request,  that
     Tenant  is in compliance with the environmental restrictions
     contained in this Section of the Lease. Landlord shall  have
     the  right, but not the obligation, to enter into the Leased
     Premises  and  perform any obligation of Tenant  under  this
     Lease  of  which  Tenant  is in default,  including  without
     limitation,   any   remediation   necessary   due   to   the
     environmental  impact of Tenant's operations on  the  Leased
     Premises, without waiving or reducing Tenant's liability for
     Tenant's default of this Section of this Lease.

  14.11.  All of the terms and provisions of this Section of this
     Lease  shall survive the expiration or termination  of  this
     Lease for any reason whatsoever.

  15. MAINTENANCE AND REPAIRS

  15.1.  Tenant  will at its sole cost and expense and throughout
     the  entire term keep the Leased Premises and all  additions
     and   improvements   thereto  in  good  order   and   repair
     (excepting, however, all repairs made by Landlord during the
     One-Year  Warranty  period or made necessary  by  Landlord's
     negligence  or  default  under the  terms  of  this  Lease).
     Following  the One-Year Warranty period, Landlord agrees  to
     assign to Tenant all then existing warranties for any  labor
     and materials used on or in the Leased Premises.

  15.2.  Tenant's  obligations under this Section shall  include,
     without  limitation, maintaining in good operating condition
     (including making all necessary repairs and replacements  to
     accomplish  the  same)  the  interior,  exterior,  roof  and
     structural  members of the building on the Leased  Premises,
     all   HVAC  and  other  mechanical  equipment  and   systems
     (including  replacement of the compressor  and  other  major
     components), sprinkler systems (including any testing of the
     same)  landscaping,  parking areas and  driveways,  and  any
     water,  plumbing, sanitary sewer, storm sewer,  gas,  cable,
     telephone  or  electrical lines or conduits  in  or  on  the
     Leased  Premises,  and making all repairs  required  due  to
     fire, casualty, or the elements.

  15.3.  Tenant's obligation to maintain and repair the  roof  is
     conditioned  upon Landlord providing Tenant,  by  the  Lease
     Commencement  Date, a full twenty (20) year (or  longer)  No
     Dollar  Limit  manufacturer's warranty, to  be  in  Tenant's
     name.  The  warranty  must be in conformance  with  industry
     standards, and shall cover at least the materials provided.

  15.4.  Subject  to  Tenant's reasonable security  requirements,
     Landlord may at reasonable times and upon reasonable notice,
     inspect,  alter or repair the Leased Premises when necessary
     for its safety or preservation.

16. REAL ESTATE TAXES
  16.1.  Landlord  and Tenant shall cooperate to  work  with  the
     applicable taxing authority to obtain approval for all  real
     estate  tax  bills to be delivered directly  by  the  taxing
     authority  to the Tenant. In the event that such  tax  bills
     may  not  be  delivered directly to Tenant, but instead  are
     delivered  to  Landlord, Landlord shall  deliver  to  Tenant
     within  fifteen  (15) days of receipt, all real  estate  tax
     bills  for  the Leased Premises. Tenant shall pay  such  tax
     bills  directly to the taxing authority and send a  copy  of
     such payment to Landlord. Tenant shall have the right during
     the  term of this Lease, at Tenant's expense, to appeal  the
     amount  of  any real estate tax assessed against the  Leased
     Premises. Landlord shall reasonably cooperate with Tenant in
     such appeal efforts.

  16.2.  Provided  the  real estate tax bills  are  delivered  to
     Tenant by Landlord in a timely manner, Tenant agrees to  pay
     all such taxes before delinquency and Landlord shall not  be
     obligated  to  pay any penalty for delinquent  payment.  Any
     payment  due  pursuant  to  this Lease  provision  shall  be
     prorated  as  of  the  Lease  Commencement  Date   and   the
     termination or expiration date of this Lease.

17. UTILITIES
  17.1.  Tenant  shall  pay, directly to the respective  provider
     with  no  surcharge paid to Landlord, for all  sewerage  and
     trash  disposal services, water, gas, heat, electric current
     and  other  utilities consumed by it, in or upon the  Leased
     Premises,  at rates set by local public utility as  approved
     by  public authority having jurisdiction. Landlord  warrants
     that  all such utilities and services are available  to  the
     Leased  Premises.  Landlord  agrees  to  fumish  the  Leased
     Premises  with separate meters for measuring consumption  of
     water and electricity .

  17.2.  Notwithstanding the foregoing, in the event that  Tenant
     is  able to purchase, acquire or otherwise obtain any or all
     utilities through direct access or otherwise, as a result of
     the  deregulation of the utilities or as  a  result  of  the
     utility  market  providing open access and  customer  choice
     through  pilot  programs, legislation, or otherwise,  Tenant
     shall  have  the option, at any time and from time  to  time
     during  the  term of this Lease, to purchase  its  utilities
     from any source and to elect the service provider, supplier,
     and  such supplier's distributor and/or transmitter for  any
     or  all  utilities  servicing the Leased Premises.  Tenant's
     election   shall  not  abrogate  Landlord's  obligation   to
     furnish,  install  and maintain or cause  to  be  furnished,
     installed or maintained without expense to Tenant  all  gas,
     electric,  water,  telephone and sanitary  and  storm  sewer
     lines  and equipment required to provide the Leased Premises
     with   such  utilities  and  service  as  described   above;
     provided,  however,  that  in the  event  Tenant's  election
     necessitates  new  or  additional  lines  and/or  equipment,
     Tenant  shall provide the same at its sole cost and expense.
     Landlord  agrees  to  grant Tenant easements,  in  locations
     reasonably   acceptable  by  Landlord,   for   purposes   of
     installing and maintaining any such lines or equipment.

18. LIABILITY INSURANCE AND INDEMNIFICATION

  18.1.  Tenant,  in  its  name  and at its  own  expense,  shall
     procure  and continue in force, commercial general liability
     insurance  against damages occurring on the Leased  Premises
     during  the  term  or  any extensions of  this  Lease.  Such
     insurance shall be in an amount not less than Three  Million
     and  No/100 Dollars ($3,000,000.00) general aggregate  limit
     for bodily injury and property damage. A certificate of such
     insurance  shall be provided to Landlord within thirty  (30)
     days  after the Lease Commencement Date, and thereafter upon
     written request. Such policy shall state that it may not  be
     canceled  or  modified  prior to giving  Landlord  at  least
     thirty (30) days prior written notice.

  18.2.  Should  Tenant  desire  to carry  all  or  part  of  the
     insurance  coverage described in this Section through  self-
     insurance  and/or  under  a  "blanket"  policy  or  policies
     covering other properties of Tenant, its parent corporation,
     its subsidiaries, or controlling or affiliated corporations,
     or  of any assignee of this Lease, such methods of insurance
     shall  be deemed compliance with Tenant's obligations  under
     this Section, as to both original coverage and renewals.

  18.3.  Tenant  covenants to keep in good order and  repair  the
     plate  glass  in  the Leased Premises, and  to  replace  all
     broken glass with the same quality as that broken; provided,
     however, should damage or breakage occur due to the fault or
     neglect of Landlord, then Landlord shall be responsible  for
     replacing the damaged or broken glass.

  18.4.  Landlord  agrees to defend, indemnify and save  harmless
     Tenant  from  and  against any and all  claims  and  demands
     whether  from injury to person, loss of life, or  damage  to
     property, occurring within, on or about the Leased  Premises
     as  may  result from any injury or damage caused by acts  or
     omissions of Landlord.

  18.5.  Tenant  agrees  to defend, indemnify and  save  harmless
     Landlord  from  and against any and all claims  and  demands
     whether  from injury to person, loss of life, or  damage  to
     property, occurring within, on or about the Leased Premises,
     excepting,  however, such claims or demands  as  may  result
     from  any  injury or damage caused by acts or  omissions  of
     Landlord.

19. CASUALTV (PRODERTY) INSURANCE AND DAMAGE TO LEASED PREMISES

  19.1.  Tenant shall at all times during the term of this  Lease
     and  any Lease renewals maintain "all risk" insurance on the
     Leased Premises insuring against all risks of physical  loss
     or  damage to property in the amount of one hundred  percent
     (100%)  of  the  full replacement cost of  the  improvements
     located  on  the  Leased  Premises. A  certificate  of  such
     insurance  shall be provided to Landlord within thirty  (30)
     days  after the Lease Commencement Date which names Landlord
     and  Landlord's  mortgagee, if  any,  as  loss  payees,  and
     thereafter  upon  written request. Such policy  shall  state
     that  it  may  not be canceled prior to giving Landlord  and
     mortgagee,  if  any,  at least ten (10) days  prior  written
     notice  in the event of non- payment of premium, and  thirty
     (30) days prior written notice in all other instances.

  19.2.  Except  as  otherwise provided in this Section,  in  the
     event  the  Leased  Premises shall be partially  damaged  or
     totally  destroyed by fire or other disaster,  Tenant  shall
     promptly  cause the Leased Premises to be restored,  subject
     to  such  changes  as  Tenant  may  reasonably  require  and
     Landlord  reasonably  approves  prior  to  commencement   of
     reconstruction.  Due  allowance  shall  be  made   for   (a)
     reasonable time necessary (not to exceed one hundred  eighty
     (180)  days)  for Tenant to adjust the loss  with  insurance
     companies,  and  (b) delay occasioned by strikes,  lockouts,
     and  conditions  beyond the reasonable  control  of  Tenant,
     provided  such delay does not exceed six (6) months  without
     Landlord's consent.

  19.3.  Should  Tenant  desire  to carry  all  or  part  of  the
     insurance  coverage described in this Section through  self-
     insurance  and/or  under  a  "blanket"  policy  or  policies
     covering other properties of Tenant, its parent corporation,
     its subsidiaries, or controlling or affiliated corporations,
     or  of any assignee of this Lease, such methods of insurance
     shall  be deemed compliance with Tenant's obligations  under
     this Section, as to both original coverage and renewals.

  19.4.  Should  the Leased Premises, or a portion of the  Leased
     Premises,  be  rendered  untenantable  by  fire   or   other
     disaster, Rent shall not abate. Notwithstanding anything  to
     the  contrary contained in this Lease, if such damage occurs
     during the last two (2) years of the term of this Lease  and
     the cost of restoration of the Leased Premises would be more
     than  one-third (1/3) of the replacement value of the Leased
     Premises,  as certified by a registered architect,  Landlord
     and Tenant shall each have the right to terminate this Lease
     by written notice to the other given within thirty (30) days
     after  such occurrence. If this Lease is so terminated,  all
     insurance proceeds attributable to the Leased Premises shall
     be  paid to Landlord and Landlord alone shall have the right
     to  settle any claim with the insurance carrier. If Landlord
     elects  to terminate this Lease, such termination shall  not
     be  effective if Tenant elects (within ten (10)  days  after
     receipt  of Landlord's notice of termination) to renew  this
     Lease by exercising any remaining options for extending  the
     term  of  this  Lease.  In the event  this  Lease  shall  be
     terminated  as  above  provided,  Tenant  shall  either  pay
     Landlord,  by  way  of  insurance or otherwise,  the  amount
     required  to  restore the Leased Premises,  or  Tenant  will
     restore,  or  have restored, the Leased Premises;  then,  if
     Tenant shall have paid any Rent in advance, Tenant shall  be
     entitled to a proportionate refund.

  19.5.  Provided  this Lease is not terminated as set  forth  in
     this  Section, the term of this Lease shall be automatically
     extended  for a period of time equal to the period  of  time
     the Leased Premises are totally untenantable due to fire  or
     other disaster.

20. WAIVER OF SUBROGATION

  20.1.  Tenant agrees not to assign to any insurance company any
     right  or  cause  of action for damage to  the  property  of
     Tenant  located in the Leased Premises which Tenant now  has
     or may subsequently acquire against Landlord during the term
     of  this  Lease, and expressly waives all rights of recovery
     for such damage.

  20.2.  Landlord  agrees not to assign to any insurance  company
     any right or cause of action for damages to the property  of
     Landlord  located in the Leased Premises which Landlord  now
     has  or  may subsequently acquire against Tenant during  the
     term  of  this  Lease, and expressly waives  all  rights  of
     recovery from such damage.

  20.3.  It  is  specifically understood this Section shall  only
     apply to the extent insurance proceeds are recovered.

21. TENANT'S RIGHT TO MAKE CHAN!!ES TO LEASED PREMISES

  21.1.  Tenant,  at  its own expense during  the  term  of  this
     Lease,  may make any alterations or additions to the  Leased
     Premises  which it may deem necessary, except changes  which
     would impair the structural integrity of the Leased Premises
     (unless approved in writing by Landlord). Tenant shall  make
     all  changes  in  a  good  and  workmanlike  manner  and  in
     accordance  with  applicable governmental  regulations.  All
     salvage from such work shall belong to Tenant. All permanent
     improvements shall belong to Landlord.

  21.2.  All  trade  fixtures and equipment  and  other  personal
     property  owned by Tenant and installed or placed by  it  in
     the  Leased  Premises may be removed by Tenant at  any  time
     during the term of the Lease. Provided Tenant gives Landlord
     prior  reasonable notice, and provided further  that  Tenant
     pays  Landlord prorated Rent through the date of the removal
     of   such  trade  fixtures,  equipment  and  other  personal
     property,  such  removal may also take place within  fifteen
     (15)  days  after the expiration term of the  Lease.  Tenant
     agrees   to  repair  any  damage  to  the  Leased   Premises
     occasioned by such removal.

22. ASSIGNMENT AND SUBLETTING

  22.1.  Tenant  shall  have the right to assign  this  Lease  or
     sublet  the  entire  Leased Premises  at  any  time  without
     Landlord's  consent  or approval. Tenant  shall  give  prior
     written  notice of any and all assignments and subleases  to
     Landlord, together with a copy of the applicable instrument.

  22.2.  Unless  agreed otherwise by the parties, the  assignment
     of this Lease or subletting of the Leased Premises shall not
     relieve Tenant of its obligations under this Lease.

23. EMINENT DOMAIN

  23.1.  If  the entire building on the Leased Premises shall  be
     taken  by  reason  of condemnation or under  eminent  domain
     proceedings, Landlord or Tenant may terminate this Lease  as
     of  the date when possession of the building is taken. If  a
     portion of the building shall be taken under eminent  domain
     or  by  reason  of  condemnation and if in  the  opinion  of
     Tenant,  reasonably exercised, the remainder of the building
     is  no longer suitable for Tenant's business, this Lease, at
     Tenant's  option,  to be exercised by ten  (10)  days  prior
     written  notice to Landlord given within sixty (60) days  of
     such  taking,  shall terminate. In such event, any  unearned
     Rent  paid  or  credited in advance  shall  be  refunded  to
     Tenant.  If this Lease is not so terminated, Landlord  shall
     proceed  promptly  and with due diligence,  to  restore  the
     building. Until so restored, Rent shall abate to the  extent
     that  Tenant  shall  not be able to conduct  business  in  a
     reasonable manner, and Rent for the remaining portion of the
     term  of this Lease shall be proportionately reduced  (based
     on the reduced square foot floor area of the building).

  23.2.  In  the event (A) any part of the parking areas  of  the
     Leased Premises shall be taken by reason of condemnation  or
     under  eminent domain proceedings (unless there are at least
     fifty  (50)  regular spaces and four (4) handicapped  spaces
     left on the Leased Premises after the condemnation), or  (8)
     if as a result of any taking of the Leased Premises or other
     property  subject  to  an  easement  benefiting  the  Leased
     Premises  any  driveway or curb cut  access  to  the  Leased
     Premises  will be closed (other than temporary  closings  of
     less  than six (6) months due to construction resulting from
     such  taking),  and  if,  under either  event  described  in
     Section 23.2(A) or Section 23.2(8) above, in the opinion  of
     Tenant,  reasonably exercised, the Leased  Premises  are  no
     longer  suitable  for  Tenant's  business,  this  Lease,  at
     Tenant's  option  by ten (10) days prior written  notice  to
     Landlord given within sixty (60) days of such taking,  shall
     terminate. If this Lease is not so terminated, Landlord,  at
     Landlord's  expense,  shall proceed promptly  and  with  due
     diligence  to  restore  the remaining  Leased  Premises  and
     parking  areas  to  a proper and usable condition.  However,
     Tenant  shall not have the right to terminate this Lease  if
     Landlord   provides  alternate  parking  areas   which   are
     reasonably acceptable to Tenant. Until restored, Rent  shall
     abate to the extent that Tenant shall not be able to conduct
     business at the Leased Premises in a reasonable manner,  and
     Rent  for  the remaining portion of the term of  this  Lease
     shall  be  proportionally reduced (based on the effect  such
     taking has on Tenant's business at the Leased Premises).

  23.3.  For purposes of this Section, the term "condemnation  or
     under  eminent domain proceedings" shall include conveyances
     and  grants  made  in anticipation of or  in  lieu  of  such
     proceedings.



24. TENANT'S DEFAULT

  24.1.  Each  of  the following shall constitute  a  default  by
     Tenant and a breach of this Lease:

     24.1.1.  Any  of the following which shall result  in  final
       adjudication  against Tenant: 24.1.1.1. The  filing  of  a
       bankruptcy    petition   by   or   against   Tenant    for
       adjudication, reorganization or arrangement; or
     24.1.1.2. Any proceedings for dissolution or liquidation  of
       Tenant;  or  24.1.1.3. Any assignment for the  benefit  of
       Tenant's creditors. 24.1.2. Failure to:
     24.1.2.1.  Pay Rent for a period of fifteen (15) days  after
       receipt of written notice; or
     24.1.2.2.  Perform any other covenant or condition  of  this
       Lease  for  a period of thirty (30) days after receipt  of
       written notice.

  24.2.  In  the  event of any default of Tenant, in addition  to
     any  other  remedies available to Landlord by law,  Landlord
     may serve written notice upon Tenant that Landlord elects to
     terminate  this Lease upon a specified date  not  less  than
     thirty  (30) days after the date of receipt of such  notice.
     This  Lease shall expire on the date so specified as if that
     date had been originally fixed as the expiration date of the
     term  granted in this Lease unless payment in full has  been
     made  within  such  thirty (30) day  period,  or,  for  non-
     monetary  defaults, unless steps have, in good  faith,  been
     commenced  promptly by Tenant to cure the default,  and  are
     prosecuted  to completion with diligence and continuity.  If
     the  matter in question shall involve building construction,
     and  if  Tenant  shall  be subject to unavoidable  delay  by
     conditions  beyond the control of Tenant, Tenant's  time  to
     perform  shall  be  extended for a period commensurate  with
     such  delay,  provided such delay does not  exceed  six  (6)
     months without Landlord's consent.

  24.3.  Upon  termination  of this Lease for  Tenant's  default,
     Landlord or its agents may immediately or at any time  after
     the  termination,  re-enter and  resume  possession  of  the
     Leased Premises and remove all persons and property from the
     Leased  Premises, bya suitable action or proceeding at  law,
     without  being liable for any damages, subject, however,  to
     Tenant's   right  to  remove  trade  fixtures  and  personal
     property, after notice to Landlord, within fifteen (15) days
     after  termination  of  the Lease. No re-entry  by  Landlord
     shall  be deemed an acceptance or a surrender of this Lease.
     Landlord  may then, in its own behalf, relet any portion  of
     the Leased Premises for any period of the remaining term for
     any   reasonable  sum  to  any  reasonable  tenant  for  any
     reasonable use or purpose. In connection with any reletting,
     Landlord may make any changes to the Leased Premises and may
     grant  any  concessions of free rent as  may  be  reasonably
     appropriate or helpful in effecting such lease.

25. RENT UNDER TENANT'S DEFAULT
  25.1.   In   no  event  shall  Landlord  be  entitled   to   an
     acceleration of Rent. Additionally, in the event this  Lease
     shall  be  terminated for Tenant's default, Landlord's  sole
     remedy  shall be to recover from Tenant an amount  equal  to
     the amount of Rent, real estate taxes and insurance reserved
     under  this Lease for the remainder of the initial  term  or
     the  option period then in effect, as the case may be,  less
     the  net  rent,  real  estate taxes and  insurance  if  any,
     collected  by  Landlord on reletting  the  Leased  Premises,
     which  shall  be due and payable, by Tenant to Landlord,  on
     the  several days on which the Rent reserved in  this  Lease
     would  have  become due and payable. Net rent  collected  on
     reletting  by  Landlord shall be computed by deducting  from
     the gross rents collected all actual and reasonable expenses
     incurred by Landlord in connection with the reletting of the
     Leased Premises, including broker's commissions and the cost
     of  repairing, renovating or remodeling the Leased Premises,
     but  not  including  the  cost of  performing  any  covenant
     required to be performed by Landlord under this Lease.

26. LANDLORD'S DEFAULT

  26.1.  Each  of  the following shall constitute  a  default  by
     Landlord and a breach of this Lease:

 26.1.1.  Landlord shall neglect to pay when due any taxes or any
     obligations  on any mortgage or encumbrance affecting  title
     to  the  Leased  Premises  within fifteen  (15)  days  after
     written  notice  to Landlord (to which this Lease  shall  be
     subordinate); or

 26.1.2.  Landlord  shall  fail to make any other  payment  which
     Landlord  is  obligated to pay under this  Lease,  and  such
     default  continues  uncured for fifteen  (  15)  days  after
     written notice to Landlord; or

  26.1.3.  In the event Landlord shall fail to perform any  other
     obligation  specified  in  this  Lease,  and  such   default
     continues  uncured  for thirty (30)  days  after  notice  to
     Landlord,  or  if such default can not reasonably  be  cured
     within  such  thirty (30} period, then within an  additional
     thirty  (30)  period,  provided Landlord  is  at  all  times
     diligently and in good faith prosecuting the cure of same.

  26.2.  In  the event of Landlord's default, in addition to  any
     other  remedies available to Tenant by law, Tenant may,  but
     shall  not  be required to, cure such default,  and  do  all
     necessary work and make all necessary payments on behalf  of
     and  at  the  expense of Landlord. In such  event,  Landlord
     shall,  within  thirty (30} days of demand, pay  Tenant  the
     amount  actually paid by Tenant in curing any such  default.
     If  not paid within thirty (30) days after written notice to
     Landlord, Tenant and Landlord agree to submit the dispute to
     binding  arbitration pursuant to the rules of  the  American
     Arbitration Association ("AAA") for resolution as quickly as
     possible  pursuant  to  the AAA procedures.  The  prevailing
     party  in  the arbitration proceedings shall be entitled  to
     recover   from  the  other  party  the  prevailing   party's
     reasonable  attorney's fees and other costs associated  with
     the  arbitration. If the Tenant prevails in the  arbitration
     proceeding, and if Tenant does not receive full  payment  of
     all  amounts owed, including attorney's fees, within  thirty
     (30)  days  of  the final arbitration decision,  Tenant  may
     withhold  Rent and other payments due to Landlord and  apply
     the   Rent  or  other  payments  to  the  payment   of   the
     indebtedness.  Withholding  of Rent  or  other  payments  as
     provided  in  this Section or elsewhere in this Lease  shall
     not constitute a default by Tenant in the payment of Rent or
     other  payments unless Tenant shall fail to pay such  amount
     withheld  within thirty (30) days after a final adjudication
     that such amount withheld is owing to Landlord.

27. FORCE MAJEURE

  27.1.  Anything  in this Lease to the contrary notwithstanding,
     neither  Landlord  nor Tenant shall be  in  default  of  the
     performance  of any provisions of this Lease to  the  extent
     such performance is delayed or prevented by strike, war, act
     of  God,  or  other cause beyond the control  of  the  party
     seeking  to  excuse such performance; provided, however,  no
     such excusable delay shall exceed ninety (90} days.

28. SEVERABILITY

  28.1.   If  any  term  or  provision  of  this  Lease  (or  the
     application  of any term of provision of this Lease  to  any
     person  or circumstances} shall to any extent be invalid  or
     unenforceable,  the  remainder  of  this   Lease   (or   the
     application  of  such  term  or  provision  to  persons   or
     circumstances  other  than those as  to  which  it  is  held
     invalid  or  unenforceable} shall not be affected  and  each
     term  and  provision  of  this  Lease  shall  be  valid  and
     enforceable to the fullest extent permitted by law.

29. OBLIE:ATION OF SUCCESSORS

  29.1.  All of the provisions of this Lease shall bind and inure
     to  the benefit of Landlord and Tenant, and their respective
     heirs,  legal  representatives, successors and assigns.  All
     covenants, conditions and agreements contained in this Lease
     shall be construed as covenants running with the land.

  29.2.  In the event of any sale or other transfer of Landlord's
     interest in the Leased Premises, and provided Landlord gives
     Tenant written notice of such transfer along with a copy  of
     an  agreement  by  the new landlord/owner  whereby  the  new
     landlord/owner  is  agreeing to  recognize  this  Lease  and
     assume  all  of  Landlord's obligations  under  this  Lease,
     Landlord   shall   be  relieved  of  all   liabilities   and
     obligations of Landlord under this Lease accruing after  the
     date of such transfer.

30. NOTICES
  30.1.  All  notices  and  Rent shall be  sent  to  Landlord  as
     follows,  until Tenant is notified by Landlord otherwise  in
     writing:

     To   Landlord:      Grant Ave. & Standard Ave. Development, LLC
                         c/o Westlake Development, LLC
                         753 James Street, Suite B-1
                         Syracuse, New York 13203
                         Attention: Joseph P. Kane


     with  a  copy to:   Shulman, Curtin, Grundner & Regan,
                         P.C. 250 South Clinton Street,
                         Suite 502 Syracuse, NY 13202
                         Attention: Stephen G. Etoll, Esquire

  30.2.  All  notices  shall be sent to Tenant as follows,  until
     Landlord is notified by Tenant otherwise in writing:

     To Tenant at:       Eckerd Corporation Store No.5881 R
                         8333 Bryan Dairy Road
                         Largo, Florida 33777
                         Attention: Vice President, Real Estate

     with copies to:  Eckerd Corporation and         Eckerd Corporation Store
                      No.5881 R                      Store No.5881 R
                      615 Alpha Drive                8333  Bryan Dairy Road
                      Pittsburgh, Pennsylvania 15238 Largo, Florida 33777
                      Attn: Regional Real            Attn: Legal Department
                            Estate Director                (CW3W)


  30.3.  Notices  to each party shall be sent by certified  mail,
     return  receipt  requested, or by bonded overnight  courier,
     and  shall  be effective upon receipt or refusal  to  accept
     delivery. Notices delivered to the Leased Premises shall not
     constitute notice to Tenant under the terms of this Lease.

31. MISCELLANEOUS --
  31.1.  The  captions  in this Lease are for  convenience  only.
     They  are  not a part of this Lease and do not  in  any  way
     limit or amplify the terms and provisions of this Lease.

  31.2.   This  Lease  shall  be  construed  in  accordance  with
     applicable law of the state in which the Leased Premises are
     located.

  31.3. Intentionally Deleted.

  31.4.  Other than the Estoppel Certificate required by Landlord
     at  the  time of the placement of the construction financing
     and  the  permanent loan associated with this Lease,  Tenant
     agrees from time to time but no more often than three  times
     per  Lease  year, upon (a) not less than thirty  (30)  days'
     prior  written  request  by Landlord,  and  (b)  payment  by
     Landlord  of a $150.00 fee to cover legal and administrative
     costs  incurred  by Tenant in processing  such  request,  to
     execute  and  deliver  to Landlord in  a  reasonably  timely
     manner   Tenant's  standard  written  Estoppel   Certificate
     stating  (i) whether this Lease has been modified or amended
     and,  if so, identifying any such modification or amendment;
     (ii) whether Rent and other charges have been paid more than
     thirty (30) days in advance of the date when due and, if so,
     the  date to which they have been paid in advance; and (iii)
     whether  to  the  best  of Tenant's knowledge,  any  uncured
     default  exists  on  the  part  of  Landlord  and,  if   so,
     specifying the nature of such default.


  31.5.  One  or  more waivers of any covenant, term or condition
     of  this Lease by either party shall not be construed  as  a
     waiver  of  a  subsequent breach of the same  or  any  other
     covenant, term or condition. Any delay or omission by either
     party  to seek a remedy for any breach of this Lease  or  to
     exercise  a right accruing to such party by reason  of  such
     breach  shall  not be deemed a waiver by such party  of  its
     remedies or rights with respect to such breach. The  consent
     or  approval by either party to or of any act by  the  other
     party requiring such consent or approval shall not be deemed
     to waive or render unnecessary consent to or approval of any
     similar act.

  31.6.This  Lease  shall  become null and void  without  further
     action  of the parties if Tenant has not received  a  fully-
     executed copy of this Lease October 31, 2003.

  31.7.The   parties  acknowledge  that  the  parties  and  their
     counsel  have reviewed and revised this Lease and  that  the
     normal   rule  of  construction  to  the  effect  that   any
     ambiguities  are to be resolved against the  drafting  party
     shall  not be employed in the interpretation of this  Lease,
     or  any  part  of  it,  or  any exhibits  or  amendments  or
     agreements supplementary to this Lease.

  31.8.Should either party institute any action or proceeding  to
     enforce  any provision hereof or for a declaration  of  such
     party's  rights  or  obligations hereunder,  the  prevailing
     party  in  such  action or proceeding shall be  entitled  to
     receive from the losing party such amounts as the court  may
     adjudge  to  be reasonable attorneys' fees and expenses  for
     services rendered to the party prevailing in such action  or
     proceeding,  and such fees shall be deemed to  have  accrued
     upon the announcement of such action or proceeding.

32. SHORT FORM LEASE

  32.1.  The  parties  agree that a short form  version  of  this
     Lease  will  be  executed for the purpose of recording.  The
     short  form  lease  shall be recorded  before  any  mortgage
     placed  on  the  Leased Premises or any part of  the  Leased
     Premises.  Landlord shall pay for any and  all  real  estate
     transfer  fees  assessed in connection with  this  Lease  or
     assessed in connection with the recording of the short  form
     version of this Lease.

33. CONDITION PRECEDENT

  33.1.   The  commencement  of  the  term  of  this  Lease   and
     Landlord's and Tenant's obligations hereunder are  expressly
     contingent  upon Landlord obtaining all necessary  approvals
     and  permits  from all applicable governmental agencies  and
     authorities  in  order  to permit and  accommodate  Tenant's
     intended  use  of the Leased Premises as set forth  in  this
     Lease  and to permit the construction of the Leased Premises
     as  shown  on  Exhibit  "A."  Landlord  agrees  to  use  all
     commercially  reasonable efforts and to work  diligently  to
     obtain  such  approvals  and  permits.  Notwithstanding  the
     foregoing,  such  approvals and permits  shall  not  include
     licenses  for  the  sale  of alcoholic  beverages  for  off-
     premises  consumption as set forth in Section 1.2.  of  this
     Lease. In the event the foregoing approvals and permits  are
     not  obtained  by  Landlord on or before December  1,  2003,
     Tenant,  at Tenant's sole discretion, shall have the  option
     of   extending  the  deadline  for  Landlord  obtaining  the
     foregoing approvals and permits, or of canceling this  Lease
     by  giving Landlord thirty (30) days written notice thereof;
     provided  however,  that  Tenant's  cancellation  shall   be
     nullified  if  Landlord  obtains the foregoing  permits  and
     approvals within such 30-day period.

IN  WITNESS  WHEREOF, the parties have caused this  Lease  to  be
executed  by their respective duly authorized representatives  as
of the date set forth in the initial paragraph of this Lease.

                                        "LANDLORD'"
WITNESSES as to Landlord:     GRANT   AVE.   &   STANDARD    AVE.
                              DEVELOPMENT,  LLC,   a   New   York
                              limited liability company

/s/ Nancy J Suertin           By: Westlake Holding, Inc., a New York
Printed Name:  Nancy J Suertin    corporation,  its  sole member
                                  By:  /s/ Joseph P Kane
/s/ Karen L Balots                         Joseph P Kane
Printed Name: Karen L Balots               President

                                        "TENANT"
WITNESSES as to Tenant:            ECKERD CORPORATION, a Delaware corporation
/s/ Colleen Mazzo                  By: /s/ Robert J Malagon
Printed  Name:   Colleen Mazzo             Robert J Malagon Vice President

/s/ Nancy J Eldridge
Printed Name: Nancy J Eldridge








  LEGAL DESCRIPTION



     ALL THAT CERTAIN PIECE OR PARCEL OF LAND SITUATE IN THE CITY
OF  AUBURN,  COUNTY  OF  CAYUGA, STATE OF  NEW  YORK,  KNOWN  AND
DISTINGUISHED AS PART OF GREAT LOT NO. 38 OF THE OLD TOWNSHIP  OF
AURELIUS  AND  BEING MORE PARTICULARLY BOUNDED AND  DESCRIPED  AS
FOLLOWS:

      BEGINNING AT A POINT ON THE WESTERLY MARGIN OF GRANT AVENUE
AT ITS INTERSECTION WITH THE NORTHERLY MARGIN OF STANDART AVEUNE;
THENCE  NORTH  85 DEG. 30 MIN 00 SEC. WEST ALONG SAID  MARGIN  OF
STANDART  AVENUE, A DISTANCE OF 338.68 FEET TO  A  POINT  ON  THE
DIVISION LINE BETWEEN THE LANDS NOW OR FORMERLY OF IHOR DILAJ  AS
DESCRIBED  IN  BOOK 760 OF DEEDS AT  PAE 35 ON THE SOUTHEAST  AND
THE  LANDS  NOW OR FORMERLY OF STANDART WOODS ASSOCIATES  LIMITED
PARTNERSHIP AS DESCRIBED IN BOOK 724 OF DEEDS AT PAGE 78  ON  THE
NORTHWEST:  THENCE NORTH 37 DEG 12 MIN 00 SEC.  EAST  ALONG  SAID
DIVISION  LINE,  A  DISTANCE OF 555.20 FEET TO  A  POINT  ON  THE
DIVISION  LINE  BETWEEN THE SAID LANDS OF DILAJ ON THE  SOUTHWEST
AND  THE LANDS NOW OR FORMERLY OF ALICE GALLINGER AS DESCRIBD  IN
BOOK  725 OF DEEDS AT PAGE 154 ON THE NORTHEAST; THENCE SOUTH  52
DEG  48  MIN 00 SEC EAST ALONG SAID DIVISION LINE, A DISTANCE  OF
102.00  FEET  TO  A POINT ON THE DIVISION LINE BETWEEN  THE  SAID
LANDS OF DILAJ ON THE NORTHWEST AND THE LANDS NOW OR FORMERLY  OF
THE  SALVATION ARMY AS DESCRIBED IN BOOK 570 OF DEEDS AT PAGE  44
ON  THE  SOUTHEAST; THENCE SOUTH 37 DEG 12 MIN 00 SEC WEST  ALONG
SAID DIVISION LINE, A DISTANCE  OF 180.00 FEET TO A POINT ON  THE
DIVISION  LINE  BETWEEN THE LANDS NOW OR FORMERLY OF  J.E.D.A  OF
AUBURN, LLC AS DESCRIBED IN BOOK 1053 OF DEEDS AT PAGE 225 ON THE
SOUTHWEST  AND  THE  SAID  LANDS OF THE  SALVATION  ARMY  ON  THE
NORTHEAST;  THENCE  SOUTH 52 DEG 48 MIN 00 SEC  EAST  ALONG  SAID
DIVISION  LINE, A DISTANCE OF 183.00 FEET TO A POINT ON THE  SAID
MARGIN  OF GRANT AVENUE; THENCE SOUTH 37 DEG 12 MIN 00  SEC  WEST
ALONG  SAID  MARGIN, A DISTANCE OF 192.23 FEET TO THE  POIINT  OF
BEGINNING CONTAINING 2.2777 ACRES OR 99,218 SQUARE FEET OF LANDS,
MORE OR LESS.

     THE ABOVE DESCRIBED PARCEL IS INTENDED TO BE THE COMBINATION
OF  THE  PARCELS CONVEYED TO IHOR DILAJ BY DEED DATED  APRIL  28,
1988  AND  RECORDED  AS  BOOK 760 OF DEEDS  AT  PAGE  35,  PARCEL
CONVEYED TO J.E.D.A OF AUBURN LLC BY DEED DATED DECEMBER 1,  2000
AND  RECORDED AS BOOK 1042 OF DEES AT PAGE 263 & PARCEL  CONVEYED
TO  J.E.D.A. OF AUBURN LLC DATED APRIL 10, 2001 AND RECOREDED  AS
BOOK 1053 OF DEEDS AT PAGE 225.