ASSIGNMENT AND ASSUMPTION OF LEASE


      THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment")
is  made and entered into as of the 1st day of December, 2005, by
and  between LOUDON ROAD N.H. RTE. 9 DEVELOPMENT, LLC, a New York
limited  liability company ("Assignor"), and AEI INCOME &  GROWTH
FUND 25 LLC, a Delaware limited liability company ("Assignee").

                                    RECITALS:

  A. Assignor and Assignee (predecessor-in-interest to AEI Fund Management,
Inc.) are parties to that certain Purchase and Sale Agreement dated October
7, 2005, (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 June 30, 2005 (the "Lease")
by and between Assignor and Sterling, Inc. (the "Tenant"), including all rents
prepaid for any period subsequent to the date of this Assignment, and all of
Assignor's interest in that certain Guaranty dated June 24, 2004 by and
between Assignor and Sterling Jewelers, Inc. (the "Guarantor") subject to the
terms and conditions set forth below.

C. Assignor is the Landlord under the Lease and Guaranty with full right and
title to assign the Lease, the Guaranty, and the "Rent" (as defined below) to
Assignee as provided herein.  The Lease and Guaranty are in full force and
effect and have 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, (ii) the Guaranty, and (iii) 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 or the Guaranty 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 or the
Guaranty 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, or the Guaranty 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 Landlord's obligations under
Section 15 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.


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


                       ASSIGNOR:LOUDON ROAD N.H. RTE 9 . 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


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

     The forgoing instrument was acknowledged before me this
29 day of November, 2005, by Joseph P. Kane, as President of
Westlake Holding, Inc., sole member of Loudon Road N.H. Rte. 9
Development, LLC, a New York limited liability company, on behalf
of said limited liability company.

     WITNESS my hand and official seal.

     My commission expires
                                   /s/ Stephen G Etoll
                                         Notary Public

                                   [Notarial Seal]


                              ASSIGNEE: AEI INCOME & GROWTH FUND 25 LLC,
                              a Delaware limited liability company

                              By:  AEI Fund Management XXI, Inc.,
                                   A Minnesota corporation

                              Its: Managing Member

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



STATE OF MINNESOTA      )
                        ) ss.
CITY/COUNTY OF RAMSEY   )

     The forgoing instrument was acknowledged before me this  1st day of
December, 2005, by Robert P. Johnson, as President of AEI Fund Management XXI,
Inc., Managing Member of AEI INCOME & GROWTH FUND 25 LLC, a Delaware limited
liability company, on behalf of said limited liability company.

     WITNESS my hand and official seal.

                               /s/ Jennifer Schreiner
                                   Notary Public


                                   [Notarial Seal]


 EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF LEASE AND GUARANTY

                  Legal Description

A  certain  tract  of  land with any buildings  and  improvements
thereon,  situated in the City of Concord, County  of  Merrimack,
State  of New Hampshire, being shown as Lot 1 on a plan  of  land
entitled, "Subdivision Plat of land of Berkshire-Concord, LLC Map
111E,  Block 1, Lots 1, 4, 5 & 6 Map 111F, Block 2, Lot 8"  dated
February  15,  2005 revised through June 8, 2005  by  Richard  D.
Bartlett  &  Associates, LLC, which Plan  is  recorded  with  the
Merrimack  County  Registry  of Deeds  as  Plan  No.  17480  (the
"Plan"),  being,  more  particularly  bounded  and  described  as
follows:

Commencing at a steel pin set on the northerly sideline of Loudon
Road, said pin marking
the southeasterly most corner of the lot herein described; thence

By a curve to the left, having a central angle of 47 21'09" and a
radius of 39.50 feet, a
distance of 32.65 feet to a point; thence

By  a curve to the right, having a central angle of 24 22'03" and
a radius of 184.50 feet, a
distance of 78.47 feet to a steel pin; thence

N35 34'20"W a distance of 105.40 feet to a steel pin; thence

S54 25'40"W a distance of 145.50 feet to a steel pin; thence

S35  33'45"E  a distance of 185.26 feet to a steel  pin  on  said
sideline of Loudon Road; thence

N  63   53'  05"  E  a distance of 93.60 feet  to  the  point  of
beginning.

TOGETHER  WITH  rights  under  that certain  Reciprocal  Easement
Agreement dated July 15, 2005,
by  and  between  Loudon  Road N.H. Rte.9  Development,  LLC  and
Berkshire-Concord, LLC recorded
with  the  Merrimack County Registry of Deeds at Book 2801,  Page
786.















                                      LEASE

                                     BETWEEN

                    LOUDIN ROAD N.H. RTE. 9 DEVELOPMENT, LLC
                      a New York limited liability company


                                       AND


                                 STERLING INC.,
                              an Ohio, corporation





                              Dated:  June 30, 2005










                                      LEASE

     In consideration of the rents and covenants set forth below,
Landlord (as hereinafter defined) hereby leases to Tenant (as
hereinafter defined), and Tenant hereby leases from Landlord, the
Premises (as hereinafter defined), upon the following terms and
conditions:

                                    ARTICLE 1

                          FUNDAMENTAL LEASE PROVISIONS

The provisions in this Article shall be referred to in this Lease
as the "Fundamental Lease Provisions."

     1.1   EXHIBITS TO LEASE. The following exhibits are attached
to  and  made a part of ~s Lease, and are incorporated herein  by
reference:

          EXHIBIT "A".        The description of the Premises.

          EXHIBIT "B".        The site plan showing the layout of
     the  Shopping  Center, and the location of the Premises  and
     the  Building, parking areas, driveways, common  areas,  the
     Protected  Area and other improvements to be constructed  in
     the Shopping Center (the "Site Plan").

          EXHIBIT  "C".         The list of Tenant's prototypical
          Plans  and  Specifications  prepared  and  provided  by
          Tenant  and approved by Landlord, wherein are  detailed
          Landlord's  Work  (as  hereinafter  defined)   in   the
          Premises.

          EXHIBIT  "C-1"  .     The list of items which  comprise
     Tenant's Work (as hereinafter defined).

          EXHIBIT  "D".         Tenant's exterior  sign  drawings
     prepared  and  provided by Tenant and approved by  Landlord,
     wherein are detailed Tenant's exterior sign(s).

          EXHIBIT "E".        The Premises Cost.

          EXHIBIT "F".        Tenant's Trade Fixtures which shall
     remain the personal property of Tenant and which Tenant  may
     remove upon expiration or termination of this Lease.

          EXHIBIT  "G"         The existing exclusives for  which
     the Premises may not be used.

          EXHIBIT "H".        The form of Guaranty of Lease to be
     executed by Sterling Jewelers Inc.

               1.2        DEFINITIONS.  Unless otherwise  defined
          herein, capitalized terms used in this Lease shall have
          the   meanings   listed   in  the   Fundamental   Lease
          Provisions.

                                        1
     Building:           shall   mean   the  building  containing
                         approximately 5,996 square feet of floor
                         area   and   all  improvements   thereto
                         (including   Tenant's   Work)   to    be
                         constructed  on  the  Premises  and   as
                         identified   on  Exhibit  "B"   attached
                         hereto.

     Commencement Date:  shall  mean  the earlier of thirty  (30)
                         days after the Delivery Date or the  day
                         that   Tenant  opens  for  and  conducts
                         business in the Premises.

     Construction Period:      shall  mean that period commencing
                         on  the date of execution of this  Lease
                         and ending on October 31, 2005.

     Delivery Date:      shall   mean  the  date  that   Landlord
                         delivers  the  Premises to  Tenant  with
                         Landlord'   s   Work   fully    complete
                         (excepting  the  Punchlist   Items   (as
                         hereinafter defined)).

     Fixed Monthly Rent:        11%  of  the  Premises  Cost  (as
                         detailed  on  Exhibit  "E")  divided  by
                         twelve, subject to proration as provided
                         in Section 2.3, which for Lease Years 1-
                         5  shall be Twenty-three Thousand  Eight
                         Hundred  Seventy-four and 58/lOO Dollars
                         ($23,874.58) per month ($286,495.00  per
                         annum).

     Force Majeure:      shall mean the occurrence of one of  the
                         below   listed  events  which  prevents,
                         delays or hinders the performance of any
                         act  required hereunder (other than  the
                         payment  of  money): strikes,  lockouts,
                         inability to procure materials,  failure
                         of  power, restrictive governmental laws
                         or   regulations,  riots,  insurrection,
                         war,  or  any  other reason  of  a  like
                         nature  n~t  the  fault  of  the   party
                         delayed in performing work or doing  any
                         act  required  under the terms  of  this
                         Lease.

     Gross Leasable Area:          shall mean the number of
     square feet of the Building.

     Increase Date:      fifth    (5th)   anniversary   of    the
                         Commencement  Date, and every  five  (5)
                         years   thereafter,  including   Renewal
                         Terms.

     Increase Percentage:          ten percent (10% )

     Initial Term:       twenty   (20)  Lease  Years,  plus   any
                         Partial Lease Years, commencing  on  the
                         Commencement Date.

     Landlord:                Loudon Road N ,H. Rte. 9
Development, LLC

                         c/o Westlake Development, LLC

                         753 James Street, Suite B-1

                         Syracuse, New'York 13203



                                             2

     Fax:                     (315) 471-6436

                         With copies to:

                         Shulman Curtin Grundner & Regan, P.C.
                         250 S. Clinton Street, Suite 502
                         Syracuse, New York 13202
                         Attn: Stephen G. Etoll, Esq.
                         FAX: (315) 424-8205

     Landlord' s Work:   shall  mean the work to be performed  by
                         or  at  the  direction  of  Landlord  in
                         constructing the Premises, the  Building
                         and   related  improvements,   as   more
                         particularly  specified  in  Article  15
                         below and Exhibit "C".

     Lease Y ear:        shall  mean  a  period  of  twelve  (12)
                         consecutive calendar months  during  the
                         Term, the first of which shall begin  on
                         the first day of February next following
                         the   Commencement  Date,  (unless   the
                         Commencement Date shall be the first day
                         of  February, in which event  the  first
                         Lease   Year   shall   begin   on    the
                         Commencement  Date) and  ending  on  the
                         following January 31.

     Partial Lease Year:       shall mean the period, if any,  of
                         fewer   than   twelve  (12)  consecutive
                         calendar months between the Commencement
                         Date  and  the  first day of  the  first
                         Lease  Year, and the period, if any,  of
                         less   than   twelve  (12)   consecutive
                         calendar months between the last day  of
                         the  last  Lease Year and the expiration
                         of the Lease Term.

     Permitting Period:       shall mean the period commencing on
the date of this Lease and ending on June 30,2005.

     Proposed Use:       shall  mean  the display  and  sale,  at
                         retail,   of  gold,  silver,   diamonds,
                         colored   gemstones   and   other   fine
                         jewelry,  watches, and clocks,  crystal,
                         porcelain,  and  related items  normally
                         sold  in  Tenant's other stores and,  as
                         incidental  thereto, the  repair  and/or
                         appraisal of the same.

     Plans and Specifications:     shall mean the prototypical
                         plans and specifications for the
                         construction of the Premises which were
                         previously delivered to and approved by
                         Landlord, a list of which is set forth
                         on attached Exhibit "C" as the same may
                         be modified only by written agreement by
                         and between Landlord and Tenant.

     Premises:                  shall  mean  that  certain   real
property having .60 acres as more

                                        3


                         particularly described in Exhibit " A  "
                         together  with  all improvements  to  be
                         constructed  thereon,  located  at   the
                         Shopping  Center Site  in  the  city  of
                         Concord,  County of Merrimack, State  of
                         New  Hampshire,  and having  the  street
                         address  297 Loudon Road, together  with
                         all  appurtenances, rights and easements
                         (including  the benefit  of  all  rights
                         under  the "Easement Agreement"  defined
                         in  Section  13.6 below)  and  exclusive
                         rights,    if   any,   granted    herein
                         applicable  to the Premises, as  further
                         depicted on the Site Plan.

     Premises Cost:      shall  mean  the  agreed  upon  cost  to
                         perform  Landlord's Work, which cost  is
                         computed on Exhibit "E" attached  hereto
                         and made a part hereof.

     Premises Site:                shall mean the land described
on Exhibit "A".

     Public Entity:      shall  mean the Federal, State,  County,
                         municipal  or  other  governmental  unit
                         however  denominated,  and  any  agency,
                         division, department or public  official
                         thereof,   now   or   hereafter   having
                         jurisdiction, in any respect,  over  the
                         Premises.

     Punchlist Items:    shall  mean such minor, incomplete items
                         of   Landlord's  Work   which   do   not
                         materially  deviate from the  Plans  and
                         Specifications  or materially  interfere
                         with Tenant's ability to open or operate
                         the Premises.

     Purchase Agreement  shall  mean  that certain  Purchase  and
                         Sale Agreement between Berkshire-Concord
                         LLC  -and Landlord' s affiliate  entity,
                         McFarland    Development,     LLC     ("
                         Affiliate"),  entered  into   on   March
                         15,2005  whereby Landlord  shall  obtain
                         fee simple title to the Premises.

     Renewal  Terms:            four  (4)  additional  terms   of
five{5) year(s) each.

     Shopping Center     shall  mean the Patriot's Place Shopping
                         Center located at 295- 299 Loudon  Road,
                         Concord,  N.H., consisting of  a  tenant
                         building"   A   "  having  approximately
                         50,000  square feet and tenant  building
                         "B"  having approximately 22,200  square
                         feet,  the Premises, Building,  and  the
                         Common  Areas,  and  other  improvements
                         located upon the Shopping Center Site as
                         further depicted on the Site Plan.

     Shopping Center Site          shall mean the land shown on
Exhibit "B", on which the Shopping Center is located.






                                             4






     Shopping Center Owner    Berkshire-Concord, LLC, its
successors and assigns.

     Sign Drawings:      shall  mean the plans and specifications
                         for  Tenant's  exterior sign(s)  on  the
                         Premises, in the form of Exhibit "D"  as
                         the same may be modified only by written
                         agreement  by  and between Landlord  and
                         Tenant.

     Tenant:             Sterling Inc.
                         375 Ghent Road
                         Akron, Ohio 44333
                         Attn: Real Estate Department
                         F AX: (330) 668-5050

                         With copies to:

                         Brouse McDowell LP A
                         1001 Lakeside Avenue, Suite 1600
                         Cleveland, Ohio 44114
                         Attn: David A. Lum, Esq .
                         F AX: (216) 830-6807

     Tenant's Work:      shall  mean the work to be performed  by
                         or   at  the  direction  of  Tenant   in
                         fixturing   the   Premises    as    more
                         specifically identified on  Exhibit  "C-
                         1", attached hereto.

     Tenant's Trade Fixtures:      those items listed on attached
                         Exhibit  "F" which are and shall  remain
                         the personal property of Tenant.

                                    ARTICLE 2

                                  TERM AND RENT

          2.1   TERM. The Initial Term of this Lease shall be  as
     set  forth  in  the  Fundamental Lease Provisions.  Provided
     Tenant is not then in default under this Lease, Tenant shall
     have the option to extend the Initial Term by the number  of
     successive Renewal Terms described in the Fundamental  Lease
     Provisions by giving Landlord written notice of its election
     to  extend the term of this Lease for the succeeding Renewal
     Term  not  less than one hundred eighty (180) days prior  to
     the  expiration  of  the Initial Term or  the  thel1-running
     Renewal  Term, as the case may be. Excepting the  amount  of
     the   Fixed  Monthly  Rent,  as  adjusted,  the  terms   and
     conditions  of  this Lease shall apply during  each  Renewal
     Term. The Initial Term, as it may be extended by one or more
     Renewal  Terms,  shall be hereinafter  referred  to  as  the
     "Lease Term."

          2.2  Intentionally Omitted.

          2.3  FIXED MONTHLY RENT. For the use and occupancy of
     the Premises, Tenant shall




                                 5


     pay  Landlord the Fixed Monthly Rent, in advance, commencing
     on  the Commencement Date and continuing on the first day of
     each  calendar  month  thereafter  during  the  Lease  Term,
     without  any  offset  or  deduction except  as  specifically
     provided  for  herein. The Fixed Monthly Rent payable  under
     this Lease shall increase by the Increase Percentage on each
     Increase  Date.  Should the Lease TeI1D commence  on  a  day
     other  than  the  first day of a calendar  month,  then  the
     rental for such first fractional month shall be computed  on
     a  daily basis for the period from the Commencement Date  to
     the  end of such calendar month at an amount equal to 1/30th
     of  the  Fixed Monthly Rent for each day. Should  the  Lease
     Term  end  on  a day other than the last day of  a  calendar
     month,  then the rental for such fractional month  shall  be
     computed  on a daily basis at an amount equal to  1/30th  of
     the  Fixed  Monthly  Rent for each day.  Tenant  sh'a1l  pay
     Landlord  the  Fixed  Monthly Rent in lawful  money  of  the
     United  States at the address for Landlord set forth in  the
     Fundamental Lease Provisions, or to such other persons or at
     such  other  places as Landlord may designate in writing  to
     Tenant.  Landlord and Tenant acknowledge that  the  Premises
     Cost  computation on Exhibit E is based on Landlord's review
     of  the prototypical Plans and Specifications. Within thirty
     (30)   days   after   receipt  of  the   final   Plans   and
     Specifications from Tenant, Landlord shall notify Tenant  in
     writing  of  any differences between the prototypical  Plans
     and  Specifications  and the final Plans and  Specifications
     which  increase  the  Premises Cost set  forth  on  attached
     Exhibit  "E",  together with at least three (3)  bids  which
     support  such  increase.  Within  fifteen  (15)  days  after
     receipt of such notice from Landlord, Tenant shall have  the
     right to object to Landlord's proposed increase by providing
     written  notice  to Landlord, including  a  bid  to  support
     Tenant's  objection.  Landlord and Tenant  shall  thereafter
     cooperate  with each other to resolve such dispute including
     obtaining an independent bid to resolve such discrepancy  if
     necessary. Upon final resolution of the Premises  Cost,  but
     in  any event prior to Landlord's commencement of Landlord's
     Work,  Landlord  and Tenant shall enter into a  Supplemental
     Lease  Agreement  prepared  by  Tenant  which  modifies  and
     replaces the Premises Cost set forth on Exhibit "E". In  the
     event  there is no modification of the Premises -- Cost,  or
     upon  execution of a Supplemental Lease Agreement  modifying
     the  Premises  Cost,  Landlord and  Tenant  agree  that  the
     Premises Cost shall be deemed to be final and not subject to
     any  further  adjustment,  and  that  Tenant  shall  not  be
     responsible  for any other costs associated with  Landlord's
     Work  except  for  change orders which have been  initiated,
     requested and approved by Tenant.


          2.4   ADDITIONAL RENT. In addition to the Fixed Monthly
     Rent,   as  increased,  Tenant  shall  pay  to  the  parties
     respectively   entitled   thereto   all   Additional   Rent,
     including, but not limited to, insurance premiums, Taxes (as
     defined  in  Article  4), and any other charges,  costs  and
     expenses  which  arise  or  may be  contemplated  under  any
     provision of this Lease during the Lease Term (collectively,
     the  "Additional Rent"). Tenant shall furnish  to  Landlord,
     promptly  after payment of any Taxes or insurance  premiums,
     and,  with  respect to any other Additional  Rent,  promptly
     upon   request  of  Landlord,  official  receipts  or  other
     satisfactory  proof  evidencing payment of  such  Additional
     Rent.


          " 2.5 INTEREST AND LATE CHARGES    If during the Lease
     Term, Tenant fails to pay the full amount of any Fixed
     Monthly Rent or Additional Rent within seven (7) days after
     receipt of written notice from Landlord that the same is due
     and payable, then Tenant shall pay to Landlord ... (a)
     interest at the monthly rate of one percent (I %) per month
     on the unpaid amount from and


                                       6


     after  the  date  on which any such sum  shall  be  due  and
     payable  ("Interest");  and (b )  a  late  charge  of  fifty
     dollars  ($50.00)  to  cover the extra expense  involved  in
     handling  such  delinquency ("Late Charge").  In  the  event
     Landlord has issued one (1) such notice to Tenant within any
     Lease  Year,  Interest and a Late Charge shall automatically
     accrue  on any Fixed Monthly Rent or "Additional Rent  which
     Tenant  fails to pay when due during such Lease Year without
     Landlord being required to issue any further notices  during
     such Lease Year. Any payment to be made by Tenant under this
     Lease  shall be deemed to have been paid upon the date  that
     it is received by Landlord. The provision for Interest and a
     Late Charge as set forth herein shall not be deemed to grant
     Tenant  any  grace period or extension of  time  or  prevent
     Landlord from exercising any of its other rights under  this
     Lease.


          2.6  NET LEASE. This Lease is what is commonly called a
     "triple net lease," it being understood that Landlord  shall
     receive the Fixed Monthly Rent free and clear of any and all
     Taxes, other Additional Rent, liens, charges, liabilities or
     expenses  of  any nature whatsoever incurred  in  connection
     with the ownership and operation of the Premises.




                                    ARTICLE 3




                               USE OF THE PREMISES

          3.1  USE OF THE PREMISES. Tenant shall use the Premises
     for the Proposed Use or any other lawful purpose as long  as
     such  use  does  not diminish the value of the  Premises  or
     violate  any  existing exclusive uses then  in  effect  with
     respect  to the Premises including, but not limited to,  the
     existing  exclusive uses set forth on attached Exhibit  "G";
     provided, however, that Landlord shall not grant or  consent
     to  any additional exclusive uses other than as set forth on
     Exhibit  "G"  without Tenant's prior written  consent  which
     Tenant shall not unreasonably withhold.

          3.2  COMPLIANCE WITH LAW.

          3.2.1      As  of the Delivery Date, Tenant  shall,  at
     Tenant's  sole  expense, comply in  all  respects  with  all
     applicable  laws, ordinances, orders, rules, or  regulations
     of  any  governmental authorities and with any directive  of
     any  public officer which shall impose any violation,  order
     or duty upon Landlord or Tenant with respect to the Premises
     or  the  use  or  occupation  thereof  or  signage  thereon,
     including,  without  limitation,  any  governmental  law  or
     statute, rule, regulation, ordinance, code, policy  or  rule
     of  common  law now or hereafter in effect relating  to  the
     environment, health or safety .

          3.2.2      Tenant shall not use or permit the  Premises
     to  be  used  in  any  manner which will  result  in  waste,
     reasonable  wear  and tear (subject to Tenant's  obligations
     under Section 6.1) and casualty excepted, or the creation of
     a  nuisance, and Tenant shall maintain the Premises free  of
     any objectionable noises, odors, or disturbances.

          3.3   TENANT'S ENVIRONMENTAL COMPLIANCE. Excepting acts
     or omissions of Landlord or


                                             7


     its employees, contractors or agents, for which Tenant shall
     have no liabilities, Tenant acknowledges and agrees to the
     following:

          3.3.1     Tenant shall, at its sole cost and expense at
     all  times during the Term, comply in all respects with  the
     Environmental  Laws  (as  defined  below)  in  its  use  and
     operation of the Premises.

          3.3.2      Tenant  shall not use the Premises  for  the
     purpose  of  storing Hazardous Materials (as defined  below)
     except  in full compliance with the Environmental  Laws  and
     other applicable law, and shall not cause the release of any
     Hazardous Materials.

          3.3.3     Tenant shall notify Landlord promptly and  in
     reasonable detail in the event that Tenant becomes aware  of
     or  suspects (i) the presence of any Hazardous Materials  on
     the  Premises (other than any Permitted Hazardous Materials,
     as  defined below), or (ii) a violation of the Environmental
     Laws on the Premises.

          3.3.4     If Tenant uses or permits the Premises to  be
     used  so  as to subject Tenant, Landlord or any occupant  of
     the  Premises  to a claim of violation of the  Environmental
     Laws   (unless  contested  in  good  faith  by   appropriate
     proceedings),  Tenant shall, at its sole cost  and  expense,
     immediately  cease  or  cause  cessation  of  such  use   or
     operations  and  shall remedy and fully cure any  conditions
     arising therefrom.

          3.3.5      At  its sole cost and expense, Tenant  shall
     (i)  immediately pay, when due, the cost of compliance  with
     the  Environmental Laws within the Premises  required  as  a
     result  of  any acts or omissions of Tenant, or as otherwise
     required by this Lease, and (ii) keep the Premises  free  of
     any liens imposed pursuant to the Environmental Laws due  to
     the   acts   or  omissions  of  Tenant,  or  its  employees,
     contractors  or  agents. Tenant shall, at  all  times,  use,
     handle and dispose of any Permitted Hazardous Material in  a
     commercially  reasonable manner and in compliance  with  the
     Environmental Laws and applicable industry standards. Tenant
     shall   cooperate  with  Landlord  in  any  program  between
     Landlord  and  any. governmental entity for proper  disposal
     and/or recovery of any Permitted Hazardous Material.

          3.3.6      Without  limiting  any  other  agreement  of
     indemnity  by  Tenant of Landlord, Tenant hereby  agrees  to
     indemnify, save and hold Landlord harmless from and  against
     any and all claims, losses, liabilities, damages, penalties,
     fines  and  expenses of whatever kind or nature  (including,
     without   limitation,   reasonable   attorneys'   fees   and
     disbursements)  arising from, out of or  by  reason  of  any
     violation of Tenant's covenants and obligations contained in
     this  Section  by  Tenant, or out of any  violation  of  the
     Environmental Laws by Tenant, its owners, employees, agents,
     or contractors, which indemnity obligation shall survive the
     expiration or te1111ination of this Lease.

          3.3.7     In the event that Tenant fails to comply with
     the any of the foregoing requirements of this Section, after
     the  expiration  of  the  cure period  permitted  under  the
     Environmental Laws, if any, Landlord may, b~t shall  not  be
     obligated  to  (i)  elect that such  failure  constitutes  a
     default  under  this Lease; and/or (ii)  take  any  and  all
     actions, at Tenant's sole cost


                                        8

     and  expense, that Landlord deems necessary or desirable  to
     cure any such noncompliance. Tenant shall reimburse Landlord
     as  Additional  Rent for any costs incurred by  Landlord  in
     exercising its options under this subsection within  five  (
     5) days after receipt of a bill therefor.

          3.3.8      Landlord acknowledges and covenants that  in
     the  event  that through no fault of Tenant,  Tenant's  use,
     occupancy and enjoyment of the Premises ("Occupancy")  shall
     be  materially interfered with by reason of the existence or
     remediation of any Hazardous Materials for a period  of  one
     (1)  year  or  more, then from and after such one  (1)  year
     period  of interference, a fair and just proportion  of  the
     rents  and  other  charges payable  hereunder,  taking  into
     account   the   nature  of  the  interference  to   Tenant's
     Occupancy,  shall be abated until Tenant's Occupancy  is  no
     longer  so  interfered. If Tenant's Occupancy  shall  be  so
     materially interfered with for a period of one (1)  year  or
     more  in the last three (3) years of the Lease Term  or  any
     Renewal Term, Tenant shall have the right to terminate  this
     Lease  by  giving written notice to Landlord of its election
     to do so, whereupon this Lease shall automatically terminate
     and  end effective as of the date of such notice and neither
     party  shall have any further obligations hereunder.  During
     any  time  period where Tenant's Occupancy is so interfered,
     Landlord  and  Tenant agree to work together  and  cooperate
     with  one  another  to rectify and remediate  any  Hazardous
     Materials  existing on the Premises and to recover  any  and
     all  costs and expenses from the party responsible for  such
     Hazardous Materials.

          3.3.9     The provisions of this Section shall survive
     the expiration or termination of the Lease Term.

          3.4   LANDLORD'S ENVIRONMENTAL COMPLIANCE.    Excepting
     acts  or  omissions  of  Tenant or its employees,  invitees,
     contractors  or  agents, for which Landlord  shall  have  no
     liabilities, Landlord acknowledges the following:

          3.4.1      Landlord  shall  not  cause  or  permit  any
     Hazardous Materials to be sold, used, stored, brought  upon,
     released, discharged or disposed of (collectively  a  "Use")
     in,  on,  under or about the Premises without in  each  case
     obtaining  all  necessary  permits  required  in  connection
     therewith,  and  complying with all permit requirements  and
     Environmental  Laws,  and otherwise taking  all  appropriate
     steps  and making adequate arrangements to assure that  such
     Use  is  in  the  ordinary course of business  and  will  be
     performed  safely, without contamination of the Premises  or
     any  portion  thereof  and  fully  in  compliance  with  all
     applicable laws.

          3.4.2      Without  limiting  any  other  agreement  of
     indemnity  by Landlord of Tenant, Landlord hereby agrees  to
     indemnify,  save and hold Tenant harmless from  and  against
     any and all claims, losses, liabilities, damages, penalties,
     fines  and  expenses of whatever kind or nature  (including,
     without   limitation,   reasonable   attorneys'   fees   and
     disbursements)  arising from, out of or  by  reason  of  any
     violation of Landlord's covenants and obligations. contained
     in   this  Section  by  Landlord,  any  violation   of   the
     Environmental  Laws  by  Landlord,  its  owners,  employees,
     agents,   or   contractors,   any   pre-existing   Hazardous
     Materials,   or  the  release  or  discharge  of   Hazardous
     Materials  on  the  Premises  if  caused  by  Landlord,  its
     contractors,  agents, employees, or any other person  acting
     under Landlord, which indemnity obligation shall survive the
     expiration or earlier termination of this Lease.


                                             9


          3.4.3     The provisions of this Section shall survive
     the expiration or termination of the Lease Tenn.

          3.5  DEFINITIONS. Capitalized terms used in this
     Article 3 and not otherwise defined herein shall have the
     following meanings.

               "HAZARDOUS  MATERIALS" means any of the  following
          as  defined  by  the Environmental Laws: solid  wastes;
          medical  or  nuclear  waste  or  materials;  toxic   or
          hazardous  substances; natural gas,  liquefied  natural
          gas  or  synthetic  fuel  gas;  petroleum  products  or
          derivatives, wastes or contaminants (including, without
          limitation,    polychlorinated    biphenyls);     paint
          containing  lead;  urea-formaldehyde  foam  insulation;
          asbestos  (including,  without limitation;  fibers  and
          friable asbestos); explosives, and discharges of sewage
          or effluent.

               "ENVIRONMENTAL  LAWS" means  all  requirements  of
          environmental,   ecological,  health,   or   industrial
          hygiene  laws  or regulations or rules  of  common  law
          related  to  the  Premises, including all  requirements
          imposed by any law, rule, order, or regulation  of  any
          federal,   state,  or  local  executive,   legislative,
          judicial, regulatory, or administrative agency,  board,
          or authority, which relate to (i) noise; (ii) pollution
          or  protection of the air, surface water, ground water,
          or   land;  (iii)  solid,  gaseous,  or  liquid   waste
          generation,    treatment,   storage,    disposal,    or
          transportation;  (iv) exposure to Hazardous  Materials;
          or  (v)  regulation  of  the  manufacture,  processing,
          distribution and commerce, use, or storage of Hazardous
          Materials.

               "PERMITTED HAZARDOUS MATERIAL" means any Hazardous
          Materials   which   are  necessary   and   commercially
          reasonable  for  the provision of any good  or  service
          related  to  the  Permitted Uses and  which  are  used,
          stored   and  disposed  of  in  compliance   with   all
          Environmental Laws.

                                    ARTICLE 4

                               AXES AND UTILITIES

          4.1   PAYMENT OF TAXES. Tenant shall pay, as Additional
     Rent,'  the  Taxes  (as  defined in the  following  Section)
     applicable  to the Premises during the Lease Tenn.  Landlord
     shall  provide Tenant with copies of any tax bins applicable
     to  the  Premises promptly after receipt of such  bins.  All
     such payments shall be made at least ten (10) days prior  to
     the  delinquency date of such payment. Tenant shall promptly
     furnish Landlord with satisfactory evidence that such  Taxes
     have been paid. If any such Taxes paid by Tenant shall cover
     any period of time prior to, or after the expiration of, the
     Lease  Term, Landlord shall reimburse Tenant to  the  extent
     required.  If  Tenant  shall fail to  pay  any  such  Taxes,
     Landlord  shall  have the right (but not the obligation)  to
     pay  the same, in which case Tenant shall repay such  amount
     plus  any  penalties  and  interest resulting  therefrom  to
     Landlord  within  five  (5) days after  receipt  of  a  bill
     therefor.

          4.2  DEFINITION OF "TAXES". As used herein, the term shall include:

                                       10

          4.2.1     any-form of real estate tax or assessment, ad
     valorem  tax or gross receipts tax imposed by any  authority
     having  the direct or indirect power to tax, including,  but
     not   limited  to,  any  town,  county,  state,  or  federal
     government,  or  any school, agricultural,  sanitary,  fire,
     lighting,  sewer,  street, drainage,  or  other  improvement
     district  thereof,  on,  against  or  with  respect  to  the
     Premises,  this  Lease, any legal or equitable  interest  of
     Landlord or any superior landlord in the Premises, or in the
     real  property of which the Premises are a part,  Landlord's
     right  to  rent  or  other income therefrom  and  Landlord's
     business of leasing the Premises;

          4.2.2      any  tax,  fee,  levy, assessment,  penalty,
     interest  or other charge (i) in substitution of,  partially
     or  totally,  any  tax,  fee, levy,  assessment,  or  charge
     hereinabove  included within this definition  of  Taxes,  or
     (ii)  any tax or increase in any tax which is imposed  as  a
     result of a transfer, either partial or total, of Landlord's
     interest  in  the Premises to Tenant, or (iii)  any  tax  or
     increase  in  tax  which  is  imposed  by  reason  of   this
     transaction,  any modifications or changes  hereto,  or  any
     transfers hereof; and

          4.2.3      all inspection fees, taxes, bonds,  permits,
     certificates, assessments and sales, use, property or  other
     taxes, fees or tolls of any nature whatsoever (together with
     any  related interest or penalties) now or hereafter imposed
     against Landlord or Tenant by any federal, state, county  or
     local  governmental authority upon or with  respect  to  the
     Premises,  or  the  use  thereof, or  upon  the  possession;
     leasing,  use,  operation or other disposition  thereof,  or
     upon  the  rents, receipts or earnings arising therefrom  or
     upon or with respect to this Lease; and

          4.2.4      all  taxes assessed against and levied  upon
     trade   fixtures,  furnishings,  equipment,  and  all  other
     personal  property of Tenant contained in  the  Premises  or
     elsewhere,   which  Tenant  shall  cause  to  be  separately
     assessed and billed directly to Tenant.

Tenant  shall pay when due, or reimburse and indemnify  and  hold
Landlord  harmless  from and against, any Taxes.  Notwithstanding
the  foregoing, the term "~" shall not include any general income
taxes,   inheritance   taxes,  business  profit   tax,   business
enterprise tax, and estate taxes imposed upon Landlord.

          4.3  TENANT'S RIGHT TO CONTEST TAXES.

          4.3.1     Tenant shall have the right, at its sole cost
     and expense, to contest the amount or validity, in whole  or
     in  part, of any Taxes by appropriate proceedings diligently
     conducted  in  good  faith, but no  such  contest  shall  be
     carried on or maintained by Tenant after the time limit  for
     the  payment  of  any Taxes if such contest  would  threaten
     Landlord's interest in the Premises and unless Tenant  shall
     (i)  pay the amount involved under protest; (ii) procure and
     maintain a stay of all proceedings to enforce any collection
     of  any Taxes, together with all penalties, interest,  costs
     and expenses, by a deposit of a sufficient sum of money,  or
     by  such undertaking, as may be required or permitted by law
     to  accomplish such stay; or (iii) deposit with Landlord, as
     security  for  the performance by Tenant of its  obligations
     hereunder with respect to such Taxes, 120% of such contested
     amount   or  such  other  reasonable  security  as  may   be
     reasonably  demanded by Landlord to insure payment  of  such
     contested Taxes and all penalties, interest,


                                             11



     costs and expenses which may accrue during the period of the
     contest.  Upon  the  ten11ination of any  such  proceedings,
     Tenant  shall pay the amount of such Taxes or part  thereof,
     as finally determined in such proceedings, together with any
     costs,  fees (including all reasonable attorneys'  fees  and
     expenses),  penalties  or  other liabilities  in  connection
     therewith;  provided, however, that if Tenant has  deposited
     cash  or  cash  equivalents with Landlord as security  under
     clause (iii) above, then, so long as no default exists under
     this  Lease,  Landlord shall arrange to pay such  Taxes  (or
     part  thereof) together with the applicable costs, fees  and
     liabilities  as  described above out of such  cash  or  cash
     equivalents  and  return  any unused  balance,  if  any,  to
     Tenant.  Otherwise,  Landlord shall  return  to  Tenant  all
     amounts, if any, held by or on behalf of Landlord which were
     deposited by Tenant in accordance with such clause (iii).

          4.3.2     Tenant shall have the right, at its cost  and
     expense,  to  seek  a  reduction in  the  valuation  of  the
     Premises  as assessed for tax purposes and to prosecute  any
     appropriate  action  or proceeding in connection  therewith.
     Provided Tenant is not in default hereunder, Tenant shall be
     authorized  to  retain any tax refund of  any  tax  paid  by
     Tenant.

          4.3.3      Landlord  agrees that-  whenever  Landlord's
     cooperation is required in any proceeding brought by  Tenant
     to  contest  any  tax,  Landlord will  reasonably  cooperate
     therein,  provided same shall not entail any cost, liability
     or expense to Landlord. Tenant shall pay, indemnify and save
     Landlord  harmless  of  and from, any and  all  liabilities,
     losses,  judgments,  decrees, costs and expenses  (including
     all  reasonable attorneys' fees and expenses) in  connection
     with  any  such contest and shall, promptly after the  final
     settlement, fully pay and discharge the amounts which  shall
     be levied, assessed, charged or imposed or be deten11ined to
     be  payable  therein or in connection therewith, and  Tenant
     shall  perform  and  observe all acts and  obligations,  the
     performance of which shall be ordered or decreed as a result
     thereof. No such contest shall subject Landlord to the  risk
     of   any  civil  liability  or  the  risk  of  any  criminal
     liability,  and Tenant shall give such reasonable  indemnity
     or  security  to Landlord as may reasonably be  demanded  by
     Landlord  to insure compliance with the foregoing provisions
     of this Section.

          4.4   PAYMENT  OF UTILITIES. Beginning on the  Delivery
     Date,  Tenant  shall pay to the utility companies  or  other
     parties entitled to payment the cost of all water, heat,  mr
     conditioning,   gas,  electricity,  telephone,   and   other
     utilities  and services provided to or for the Premises.  If
     any utility service is interrupted for a period in excess of
     seventy-two  (72) hours due to the negligence or intentional
     misconduct   of   Landlord,  its  agents,   contractors   or
     employees, Fixed Monthly Rent shall abate until such time as
     such utility service resumes.

                                    ARTICLE 5

                          INSURANCE AND INDEMNIFICATION

          5.1  TENANT'S INSURANCE. From and after taking
     possession of the Premises, Tenant shall carry and maintain,
     at its sole cost and expense, the following types and
     amounts of Insurance:




                                        12




Insurance Type           Amount of Coverage                Risks Covered

Commercial General    $1,000,000 per occurrence and    bodily injury, property
Liability             $2,000,000 in the aggregate      damage and contractual
                                                       liability

Property Damage       full replacement value of the    "all risk", including
                      Building and all improvements    sprinkler
                      damage and flood insurance
                      located on the Premises

Business Interruption not less than 12 installments of loss of earnings by at
                      Fixed Monthly Rent               least the perils of fire
                                                       and lighting extended
                                                       coverage, vandalism,
                                                       malicious mischief
                                                       and sprinkler
                                                       leakage

Worker's compensation as required by law

          5.2  POLICY FORM.

          5.2.1     Tenant shall obtain all policies of insurance
     required  by Section 5.1 from insurance companies reasonably
     acceptable to Landlord which are qualified to do business in
     the  jurisdiction where the Premises are situated and  which
     have  an "A-" or higher claims paying rating as ascribed  by
     Standard & Poor's rating service. All such policies shall be
     issued,  in  the  names  of Landlord  and  Tenant,  and,  if
     requested  by  Landlord,  any mortgagee  or  beneficiary  of
     Landlord,  as  additional insureds. In  addition,  all  such
     policies  providing  coverage  for  physical  damage   shall
     include  loss payee and mortgagee endorsement  in  favor  of
     Landlord    and   Landlord's   mortgagee   or   beneficiary,
     respectively and as applicable. Tenant shall cause copies of
     such   policies   of   insurance  or   originally   executed
     certificates  thereof to be delivered to Landlord  prior  to
     Landlord's execution of this Lease, and not less than thirty
     (30) days prior to any renewal thereof. As often as any such
     policy  shall expire or terminate, Tenant shall procure  and
     maintain  renewal  or additional policies with  like  terms.
     None   of  such  policies  shall  contain  any  co-insurance
     requirements and all such policies shall provide for written
     notice  to  Landlord  and any mortgagee  or  beneficiary  of
     Landlord  not  less  than  thirty (30)  days  prior  to  any
     modification,  cancellation,  lapse,  or  reduction  in  the
     amounts  of  insurance, and shall further provide  that  any
     loss   otherwise   payable  thereunder  shall   be   payable
     notwithstanding any act or negligence of Landlord or  Tenant
     which  might, absent such provision, result in a  forfeiture
     of  all  or  part of the payment of such loss.  All  general
     liability,  property  damage, and  other  casualty  policies
     shall be written on an occurrence basis as primary policies,
     not  contributing  with  or  in  excess  of  coverage  which
     Landlord may carry.

          5.2.2      Tenant's obligations to carry the  insurance
     provided for above may be brought within the coverage of  an
     "umbrella"  policy  or  policies of  insurance  carried  and
     maintained by Tenant; provided, however, that such policy or
     policies  shall (i) have limits of not less than $5,000,000,
     (ii)  name  Landlord  and any mortgagee  or  beneficiary  of
     Landlord  as  additional  insureds as  their  interests  may
     appear,  (iii)  provide that the coverage afforded  Landlord
     will not

                                             13
     be  reduced  or  diminished by reason of  the  use  of  such
     blanket  policies;  and  (iv)  otherwise  comply  with   the
     provisions  of  this  Article V.  Tenant  agrees  to  permit
     Landlord at all reasonable times to inspect any policies  of
     insurance  of  Tenant  which Tenant  has  not  delivered  to
     Landlord.  Tenant  also  shall  comply  with  all  insurance
     requirements  of  the Easement Agreement  (  as  defined  in
     Section 13.6).

          5.3   SUBROGATION-WAIVER. Landlord (for itself and  its
     insurer)  hereby  waives  any rights,  including  rights  of
     subrogation, and Tenant (for itself and its insurer)  hereby
     waives any rights, including rights of subrogation, each may
     have  against  the other on account of any  loss  or  damage
     occasioned  to Landlord or Tenant, as the case  may  be,  to
     their respective property, the Premises or its contents that
     are caused by or result from risks insured against under any
     insurance  policies  carried by the parties  hereto  and  in
     force  at the time of any such damage. The foregoing waivers
     of  subrogation shall be operative only so long as available
     in  the  jurisdiction where the Premises are located and  so
     long as no policy of insurance is invalidated thereby.

          5.4   PAYMENT  OF INSURANCE. In the event  that  Tenant
     shall   fail  to  obtain  the  insurance  policies  required
     hereunder  or  to  pay the premiums due  for  the  insurance
     policies required hereby, Landlord shall have the right, but
     not  the  obligation, to pay the same in which  case  Tenant
     shall  repay  such amount plus any penalties  or  additional
     amounts  resulting therefrom to Landlord as Additional  Rent
     within five (5) days after receipt of a bill therefor.

          5.5  INDEMNIFICATION.

          5.5.1     Subject to Subsection 5.5.2 below and without
     limiting  any  other  agreement of indemnity  by  Tenant  of
     Landlord  set  forth in this Lease, Tenant  shall  indemnify
     Landlord  for,  defend Landlord against, and  save  Landlord
     harn1less from any liability, loss, cost, injury, damage  or
     other  expense  or  risk whatsoever that  may  occur  or  be
     claimed  by or with respect to any person(s) or property  on
     or  about  the Premises and resulting directly or indirectly
     from:

          (a)  the   use,   occupancy,   possession,   operation,
               maintenance  or  management  of  the  Premises  by
               Tenant or other persons claiming through or  under
               Tenant,  or  their  respective agents,  employees,
               licensees, invitees, guests or other such persons;

          (b)  any  work  or thing done by Tenant, its employees,
               agents  or  licensees, in respect of  construction
               of,  in  or  to the Premises or any  part  of  the
               improvements now or hereafter constructed  on  the
               Premises (other than work by Landlord);

          (c)  the  condition, including environmental conditions
               (unless  such  conditions  were  pre-existing   or
               caused  by  a  party other than  Tenant),  of  the
               Premises or any part thereof; .

          (d)  any negligence on the part of Tenant or any of its
               agents,    contractors,    servants,    employees,
               licensees or invitees;
          (e)  any accident, injury or damage to any person or property
               occurring in, on or about


                                             14


     the Premises or any part thereof including any sidewalk
adjacent thereto.

          5.5.2      Subject  to  Subsection  5.5.1  above,   and
     without  limiting  any  other  agreement  of  indemnity   by
     Landlord  of Tenant set forth in this Lease, Landlord  shall
     indemnify and save Tenant harmless from and against any  and
     all claims, demands, actions, damages, liability and expense
     in connection with the loss, damage, or injury to persons or
     property whether for injuries to persons or loss of life, or
     damage   to  property,  arising  in  connection   with   the
     negligence  or  intentional  misconduct  of  the   Landlord,
     Landlord's agents, employees, or contractors.


                                    ARTICLE 6


                             MAINTENANCE AND REPAIRS

          6.1  TENANT'S OBLIGATIONS.

          6.1.1      Tenant shall, at its sole cost and  expense,
     maintain  in  good repair, order, and serviceable  condition
     the  Premises  and  every part thereof,  including,  without
     limitation, every part of the interior and exterior portions
     of  the  Building, including its roof, walls,  all  windows,
     doors,   storefronts,  plate  glass,  interior  walls,   and
     structural  elements thereof and all painting  thereof;  all
     plumbing,   ventilation,  heating,  air  conditioning,   and
     electrical  systems  and equipment in,  on,  or  exclusively
     serving   the   Premises;  and  all  exterior   improvements
     including,  without  limitation, landscaping,  lig4t  poles,
     signage  and  parking  lot  areas  which  are  part  of  the
     Premises.   Subject  to  Landlord's  satisfaction   of   the
     conditions set forth in Section 6.2.1, Tenant shall not make
     any  claim  or  demand  upon  or bring  any  action  against
     Landlord  for  any  loss, cost, injury,  damage  or  expense
     caused  by  any  failure  or  defect,  structural  or   non-
     structural, of the Premises or any part thereof.

          6.2    LANDLORD'S  OBLIGATIONS.  Excepting   Landlord's
     duties  and  obligations under Article 15  hereof,  Landlord
     shall  have no obligation whatsoever to repair and  maintain
     the  Premises  or  the  Building, nor  any  improvements  or
     equipment  thereon, whether interior or exterior, structural
     or  nonstructural,  ordinary  or  extraordinary.  Except  as
     otherwise  provided in this Lease, Tenant  expressly  waives
     the benefit of any statute or law now or hereafter in effect
     which  would otherwise afford Tenant the rig4t to  terminate
     this  Lease  because  of  Landlord's  failure  to  keep  the
     Premises  or  the  Building in good  order,  condition,  and
     repair,  or the rig4t to repair and offset the cost  related
     thereto against rent.

          6.2.1.    WARRANTIES. Landlord shall obtain in the name
     of Tenant and Landlord all warranties specified in the Plans
     and Specifications (the "Warranties"). Further, in the event
     Tenant  is not deemed a third-party beneficiary or a  direct
     assignee of the contract(s) Landlord / enters into with  its
     contractors  ("Landlord's Contractor's") in connection  with
     Landlord's Work, Landlord shall take such action as  may  be
     reasonably  necessary to enable Tenant to  make  any  demand
     upon  or  claw  upon or bring any action against  Landlord's
     Contractors (i) for any loss, cost, injury, damage or  other
     expense caused by any failure or defect, structural or  non-
     structural, of the Premises or any part thereof or  (ii)  to
     enforce the Warranties.



                                             15


          6.3   LANDLORD'S RIGHTS. If Tenant refuses or  neglects
     to make repairs or maintain the Premises or the Building, or
     any  part  thereof, in a manner reasonably  satisfactory  to
     Landlord, without prejudice to any other remedy Landlord may
     have  hereunder,  upon giving Tenant  ten  (10)  days  prior
     written  notice, Landlord shall have the right to enter  the
     Premises  and perform such maintenance or make such  repairs
     on  behalf  of and for the account of Tenant. In  the  event
     Landlord  so  elects,  Tenant  shall  pay  to  Landlord   as
     Additional  Rent  the cost of such repairs, maintenance,  or
     replacements  within five (5) days following  receipt  of  a
     bill therefor. Tenant agrees to permit Landlord or its agent
     to  enter the Premises, upon reasonable notice to Tenant and
     in  the  presence  of Tenant's store manager  during  normal
     business hours, for the purpose of inspecting the Premises.

                                    ARTICLE 7
                                   ALTERATIONS

          7  .1      CONSENT TO ALTERATIONS. Tenant may make  any
     interior     non-structural    alterations,    replacements,
     additions,  changes and improvements to  the  Building  that
     Tenant, in its sole discretion, deems advisable. Subject  to
     the  prior written consent of Landlord, which consent  shall
     not  be unreasonably withheld, Tenant may, at its sole  cost
     and  expense, make any alterations, replacements, additions,
     changes, and improvements (collectively referred to in  this
     Article as " Alterations") to the Building and the Premises,
     other  than interior non-structural Alterations, as  it  may
     find  necessary or convenient for its purposes, so  long  as
     complete    copies   of   all   architectural   plans    and
     specifications   relating  to  any  such   Alterations   are
     delivered  to Landlord at the time of Tenant's  request  for
     Landlord's consent. Landlord shall respond within  ten  (10)
     days  of  Tenant's request for such Alterations and Landlord
     shall not unreasonably withhold its consent thereto.

          7  .2       REMOVAL OF ALTERATIONS. Except as set forth
     in  Subsection  7.2.1  below, all Alterations  made  on  the
     Premises  shall  become  the property  of  Landlord  at  the
     expiration  or termination of the Lease Term  and  shall  be
     surrendered with the Premises.

          7.2.1       All  signs,  furnishings,  trade  fixtures,
     inventory, equipment and other property of Tenant  which  by
     its nature is readily removable from the Premises, including
     but  not  limited to Tenant's Trade Fixtures, as  listed  on
     Exhibit "F" attached hereto, installed in or on the Premises
     by  Tenant,  shall remain the personal property  of  Tenant,
     shall  not  be  subject to any Landlord's lien  or  lien  or
     security  interest  against the property 'of  Landlord,  and
     shall be removed by Tenant not later than fifteen (15)  days
     after  the termination or expiration of this Lease, provided
     that Tenant shall repair any damage caused by removal of the
     foregoing. If, however, any such personal property of Tenant
     is  not  removed  on  or  before the  fifteenth  (15th)  day
     following  the  termination of this  Lease,  Landlord  shall
     provide written notice to Tenant and if such property is not
     removed within ten (10) days of receipt of such notice  such
     property shall be deemed abandoned.

          7.3  ALTERATIONS REQUIRED BY LAW. Subsequent to
     Tenant's acceptance of Landlord's delivery of the Premises,
     Tenant shall, at its sole cost and expense, make any
     Alteration, structural or otherwise, to or on the Premises,
     or any part thereof, which may be necessary or


                                             16


     required  by reason of any law, rul~, regulation,  or  order
     promulgated by competent government authority.

          7  .4       GENERAL CONDITIONS RELATING TO ALTERATIONS.
     Any Alteration shall be subject to the following conditions:

          7.4.1      No  Alteration  shall  be  undertaken  until
     Tenant shall have procured and paid for all required permits
     and   authorizations  of  all  municipal   departments   and
     governmental subdivisions having jurisdiction.

          7.4.2     Any Alteration shall be made promptly and  in
     a  good  worlm1anlike  manner,  by  properly  qualified  and
     licensed  personnel, and in compliance with  all  applicable
     permits and authorizations and building and zoning laws  and
     all  laws,  and  in  accordance with the orders,  rules  and
     regulations of the Board of Fire Insurance Underwriters  and
     any other body hereafter exercising similar functions having
     or asserting jurisdiction over the Premises.

          7.4.3      No  Alteration shall tie-in or  connect  the
     Premises  or  any  improvements thereon  with  any  property
     outside  the Premises without the prior written  consent  of
     Landlord.

          7.4.4      No Alteration shall reduce the value of  the
     Premises  or impair the structural integrity of any building
     comprising a part of the Premises.

          7.5    LIENS.   In   connection  with  Alterations   or
     otherwise,  Tenant shall do all things reasonably  necessary
     to  prevent the filing of any liens or encumbrances  against
     the  Premises, or any part thereof, or upon any interest  of
     Landlord  or any mortgagee or beneficiary under  a  deed  of
     trust  or any ground or underlying lessor in any portion  of
     the  Premises,  by  reason of labor, services  or  materials
     supplied  or  claimed to have been supplied  to  Tenant,  or
     anyone holding the Premises, or any part thereof, through or
     under  Tenant. If any such lien or encumbrance shall at  any
     time  be  filed against all or any portion of the  Premises,
     Tenant  shall either cause same to be discharged  of  record
     within thirty (30) days after the date of filing of same or,
     if  Tenant in good faith determines that such lien should be
     contested,  Tenant shall either (i) bond over such  lien  in
     accordance  with  applicable  law,  or  (ii)  furnish   such
     security as Landlord shall determine to be necessary  and/or
     required to prevent any foreclosure proceedings against  ~ll
     or  any portion of the Premises during the pendency of  such
     contest. If Tenant shall fail to discharge or bond over such
     lien  or encumbrance or fail to furnish such security within
     such  period, then, in addition to any other right or remedy
     of  Landlord resulting from said default of Tenant, Landlord
     m~y,  but  shall  not  be obligated to, discharge  the  same
     either  by  paying  the  amount claimed  to  be  due  or  by
     procuring  the discharge of such lien by giving security  or
     in  such other manner as is or may be prescribed by law, and
     Tenant  agrees  to  reimburse Landlord, as Additional  Rent,
     within  five (5) days after demand for all costs,  expenses,
     and other sums of money spent in connection therewith.

          7.6   SIGNS. Tenant shall have the right to install and
     maintain  a sign or signs on all fascia of the Premises.  In
     addition, Tenant shall have the right to install a  sign  on
     the  rear of the Premises. All such signs shall comply  with
     all requirements of (i) appropriate governmental


                                             17

     authorities; and (ii) agreements or restrictions  of  record
     (or  disclosed to Tenant before its execution of this Lease)
     running  with the Premises.  All necessary permits, licenses
     or  approvals  shall  be obtained by  Tenant.  Tenant  shall
     maintain  its  signs in good condition  and  repair  at  all
     times,  and shall save the Landlord harmless from injury  to
     person or property arising from the erection and maintenance
     of  said  signs.  Upon vacating the Premises,  Tenant  shall
     remove  all  signs  and  repair all damage  caused  by  such
     removal.  Landlord  covenants  and  warrants  that  it   has
     approved  Tenant's  signs  and the  Sign  Drawings  attached
     hereto  as Exhibit "D" prior to or simultaneously  with  its
     execution of this Lease, which approval shall not in any way
     be  construed as a waiver of Tenant's obligation  to  obtain
     all  necessary permits, licenses and approvals required  for
     such   signs.  Tenant's  failure  to  obtain  all  necessary
     permits, licenses and approvals for Tenant's signs shall  in
     no  way  affect  any of Tenant's obligations  hereunder  nor
     entitle Tenant to terminate this Lease.

                                    ARTICLE 8

                   DAMAGE, DESTRUCTION, OBLIGATION TO REBUILD

          8.1   OBLIGATION TO REBUILD. In the event of damage  to
     or  destruction of the Premises, or any portion thereof,  by
     casualty or any other cause whatsoever, then Tenant, and not
     Landlord, shall be obligated to complete the restoration and
     repair  thereof in accordance with the terms of this Section
     8.1; provided, however, that Tenant shall have the right  to
     use the casualty insurance proceeds for such restoration and
     repair  in  accordance with the terms set forth  herein  and
     shall  be  obligated to repair the Premises  only  to  their
     condition  on  the Delivery Date pursuant to the  Plans  and
     Specifications (subject to alterations thereof  required  by
     changes  in any governmental codes). Tenant shall  have  the
     sole right to negotiate, prosecute and adjust any clain1 for
     casualty  insurance proceeds. Any repair or  restoration  of
     the  Premises shall be commenced by Tenant within sixty (60)
     days  after receipt of casualty insurance proceeds  and  all
     necessary  approvals for repair and restoration (but  in  no
     event  greater than two hundred seventy (270) days following
     the  casualty  ,  not  including  delays  in  obtaining  the
     necessary  approvals  for repair and restoration  which  are
     beyond  Tenant's  control) and Tenant  shall  make  diligent
     efforts  to  complete the repair and restoration within  one
     hundred  eighty  (180) days following  commencement  of  the
     restoration.  Within  thirty (30) days  after  an  event  of
     damage  or  destruction, Tenant shall  deliver  to  Landlord
     notice of the anticipated period of restoration. Unless this
     Lease  is  terminated in accordance with Section 8.2  below,
     all  casualty insurance proceeds for the Premises  shall  be
     paid  into a construction escrow account to ensure that  the
     Premises will be restored as required herein to be held by a
     title  company  selected  jointly 'by  Landlord,  Landlord's
     lender and Tenant. The construction escrow account shall  be
     released  to  Tenant  to  restore or  rebuild  the  Premises
     pursuant  to  the terms of an agreement to be agreed  to  by
     Landlord,   Landlord's  lender  and   Tenant,   all   acting
     reasonably,  allowing  for draws by Tenant  on  at  least  a
     monthly  basis  as construction proceeds and requiring  the'
     customary  presentation of architects certifications,  title
     policy  updates  and  lien  waivers  or  releases  for   the
     disbursement of money from such construction escrow account.
     Upon  Tenant's  completion of any repair or  restoration  as
     required herein and certification by Tenant's architect that
     such repair and restoration has been completed in accordance
     with  the  plans  and specifications for  such  restoration,
     Tenant's obligation to repair or

                                        18

     restore  following  the  casualty  shall  be  satisfied  and
     thereafter  Tenant  shall  have  no  further  obligation  or
     liability to Landlord with respect to the condition  of  the
     Premises  and  the  Building other than as specifically  set
     forth in this Lease.

          8.2   TERMINATION RIGHTS IN THE EVENT OF  CASUALTY.  In
     the  event  50% or more of the Premises is destroyed  during
     the  last two (2) years of the Lease Term or of any  Renewal
     Term,  Tenant shall have the right to terminate  this  Lease
     upon  thirty  (30) days advance written notice  to  Landlord
     and, in such event, Fixed Monthly Rent, Additional Rent  and
     any other charges under this Lease shall be abated as of the
     date  of  such termination. If this Lease is so  terminated,
     then all insurance proceeds attributable to the casualty  to
     the  Building  or  improvements on the  Premises  (excluding
     insurance proceeds, if any, attributable to Tenant ' s Trade
     Fixtures, which shall be and remain the property of  Tenant)
     shall be paid to Landlord and/or Landlord's lender.

                                    ARTICLE 9

                                 EMINENT DOMAIN

          9.1   TAKING. If the whole of the Premises or the  sole
     direct  access from the Premises to any adjacent  street  or
     highway  shall  be  taken  by  any  public  or  quasi-public
     authority under the power of eminent domain or condemnation,
     then  this  Lease shall terminate on the date of  taking  of
     possession  by  the condemning authority or the  date  title
     vests in the condemning authority.

          In the event that (i) Twenty Five (25%) percent or more
     of the Building or the parking serving the Building shall be
     taken  or  conveyed  by  the  power  of  eminent  domain  or
     condemnation  or (ii) as a result of any taking,  regardless
     of  the  amount so taken, the remainder of the  Premises  is
     rendered   unsuitable   in  Tenant's   opinion,   reasonably
     exercised, for the continued operation of Tenant's business,
     then  Tenant  shall have the right to terminate  this  Lease
     upon  ten  (10) days prior written notice given to  Landlord
     within thirty (30) days after receipt of written notice from
     Landlord advising Tenant that a portion of the Premises  has
     been so taken.

          If  any  part of the Premises is so taken or  conveyed,
     and  the  Lease is not terminated as set forth above,  then:
     (i)  this  Lease  shall continue in full force  and  effect,
     except  that the Fixed Monthly Rent shall be reduced in  the
     same proportion that the portion of the Premises so taken or
     conveyed bears to the area of the Premises leased to Tenant,
     such  reduction  commencing as of the date  that  Tenant  is
     required to surrender possession of the part of the Premises
     taken  or  conveyed;  and  (ii)  Landlord  shall  make   all
     necessary repairs or alterations to restore that portion  of
     the  Premises  remaining as near to its former condition  as
     the  circumstances will permit and to constitute the portion
     of the Building not taken as a complete architectural unit.

          9.2 RIGHTS ON TERMINATION. Upon any termination of this
     Lease  as  a  result  of eminent domain or  condemnation  as
     provided  herein, (i) all Fixed Monthly Rent and  Additional
     Rent  and charges of all type shall be adjusted and prorated
     as  of  the  date  of such termination; and (ii)  all  other
     rights  and  obligations of the parties hereunder  shall  be
     terminated   as   of  said  date  except   for   unsatisfied
     obligations  which accrued prior to the date of  termination
     and  the distribution of any award or compensation for  such
     taking  and  as  provided otherwise in this Lease;  provided
     that
                                             19

     Tenant shall be allowed a reasonable period of time to
remove its property from the Premises.

          9.3  WAIVER OF RIGHT TO COMPENSATION. In the event of a
     taking  under  the power of eminent domain of the  Premises,
     whether whole or partial, all compensation awarded for  such
     taking  of  the  fee and leasehold estate, or  consideration
     paid for a conveyance in lieu of condemnation, as damages or
     otherwise, shall belong to and be the property of  Landlord,
     except  that  Tenant shall be entitled to recover  from  the
     condemning  authority, such amounts  as  may  be  separately
     awarded  to Tenant for the value of Tenant's Trade Fixtures,
     removal  expenses,  business dislocation  damages,  loss  of
     income, the unamortized cost of leasehold improvements  paid
     for by Tenant, and search and relocation expenses ("Tenant's
     Costs").  In  the event no such separate award is  made  for
     Tenant's  Costs,  Tenant shall be entitled to  receive  from
     Landlord that portion of Landlord's award specifically  made
     for Tenant's Costs so long as the same does not diminish the
     award  to  which Landlord is otherwise entitled to  receive.
     Any  award due Tenant as provided in this Section  shall  be
     paid  directly  to Tenant by the condemning authority  where
     possible;  where the award due Tenant is a  portion  of  the
     award  paid to Landlord, Landlord shall hold such  award  in
     trust  for Tenant and shall pay over such portion as is  due
     Tenant  promptly  after  receipt  of  such  award  from  the
     condemning authority.

                                   ARTICLE 10

                            ASSIGNMENT AND SUBLETTING

          10.1      RIGHT OF ASSIGNMENT AND SUBLETTING.

          10.1.1     Tenant shall have the free right  to  assign
     this  Lease or sublet the entire Premises provided  that  in
     any  such  case Tenant shall remain liable under this  Lease
     and  further  provided  that  the  proposed  assignee's   or
     sublessee's  intended  use does not violate  any  protected,
     exclusive or restricted uses then in effect with respect  to
     the  Premises or otherwise violate any other term,  covenant
     or condition contained in this Lease.

          10.1.2       Any    permitted   assignee,    subtenant,
     transferee,  licensee, concessioner, or mortgagee  shall  be
     bound  by,  and shall assume and perform all of  the  terms,
     covenants, and conditions of this Lease from and  after  the
     date of any such transfer.

          10.2 NO RELEASE OF TENANT.

          10.2.1      No  assignment  shall  release  Tenant   of
     Tenant's obligation or alter the primary liability of Tenant
     to  pay the rent and to perform all other obligations to  be
     performed  by Tenant hereunder. The acceptance  of  rent  by
     Landlord from any other person shall not be deemed to  be  a
     waiver by Landlord of any provision hereof. .In the event of
     default  by any assignee of Tenant, or any successor Tenant,
     in the performance of any of the terms hereof; Landlord may,
     subject  to  Landlord's  duty to  attempt  to  mitigate  its
     damages  by using commercially reasonable efforts  to  relet
     the  Premises, proceed directly against Tenant  without  the
     necessity of exhausting remedies against such assignee.

                                   ARTICLE 11



                                        20


                                DEFAULT; REMEDIES

          11.1      DEFAULT. The occurrence of anyone or more  of
     the  following events shall constitute a default  by  Tenant
     under this Lease:

          11.1.1    The failure by Tenant to make any payment  of
     Fixed  Monthly  Rent, Additional Rent or any  other  payment
     required to be made by Tenant hereunder, where after written
     notice  thereof  Landlord  to  Tenant,  such  failure  shall
     continue for a period of ten (10) days.

          11.1.2     Except as otherwise provided in this  Lease,
     the  failure by Tenant to observe or perform any of the non-
     monetary covenants, conditions, or provisions of this  Lease
     to  be  observed or performed by Tenant, where such  failure
     shall  continue  for  a  period of thirty  (30)  days  after
     written  notice  thereof from Landlord to Tenant;  provided,
     however,  that  if  the nature of Tenant's noncompliance  is
     such that more than thirty (30) days are reasonably required
     for  its  cure,  then Tenant shall not be deemed  to  be  in
     default  if  Tenant commences such cure within  said  thirty
     (30)  day  period and thereafter diligently prosecutes  such
     cure to completion.

          11.1.3     Institution  by  or against  Tenant  of  any
     bankruptcy,  insolvency,  reorganization,  receivership   or
     other  similar proceeding involving the creditors of Tenant,
     which  is  not dismissed within ninety (90) days  after  the
     commencement thereof.

          11.1.4   The  issuance  or  filing  of  any   judgment,
     attachment,  levy,  garnishment or the commencement  of  any
     related proceeding or the commencement of any other judicial
     process upon or with respect to all or substantially all  of
     the assets of Tenant, or the Premises.

          11.1.5     Dissolution, termination  of  existence,  or
     assignment for the benefit, of creditors of or by Tenant.

          11.2      REMEDIES. Upon the occurrence of a default by
     Tenant  pursuant  to the foregoing Subsection  or  otherwise
     under this Lease, Landlord may at any time thereafter,  with
     or without notice or demand and without limiting Landlord in
     the  exercise of any right or remedy which Landlord may have
     by reason of such default:

          11.2.1    Terminate Tenant's right to possession of the
     Premises  and re-enter the Premises by any lawful means,  in
     which case Tenant shall immediately surrender possession  of
     the  Premises to Landlord. In such event, Landlord shall  be
     entitled  to  recover from Tenant all damages  permitted  by
     applicable  law  including  those  damages  set   forth   in
     Subsection 11.2.2. Landlord shall use reasonable efforts  to
     attempt  to  mitigate  its damages  by  making  commercially
     reasonable  efforts to relet the Premises upon  commercially
     reasonable terms.

          11.2.2     If  Tenant  defaults under  this  Lease  and
     Landlord elects to terminate Tenant's right to possession as
     provided in Subsection 11.2.1, Tenant shall be liable to and
     shall  continue to pay Landlord Fixed Monthly Rent  and  all
     Additional  Rent  as  it  becomes due  until  such  time  as
     Landlord  relets  the Premises, so long  as  Landlord  makes
     commercially reasonable efforts to mitigate its  damage  and
     relet   the  Premises  as  provided  in  Subsection  11.2.1.



                                             21


     Landlord  relets the Premises, Tenant shall,  at  Landlord's
     option, either (a) pay Landlord, as it becomes due until the
     expiration of the Term or the then running Renewal Term, the
     difference between the rental amount and the amounts  to  be
     paid  for  taxes,  insurance premiums and  other  costs  and
     expenses  obtained by Landlord upon such  reletting  of  the
     Premises  (which  rental amount shall be  upon  commercially
     reasonable  terms) and the Fixed Monthly Rent and Additional
     Rent  due from Tenant, with the excess amount, if any, being
     applied  to any future amounts owed by Tenant; or (b  )  pay
     Landlord  the  present  value, if  any,  of  the  difference
     between  the  rental amount and the amounts to be  paid  for
     taxes,  insurance  premiums and  other  costs  and  expenses
     obtained  by  Landlord upon such reletting of  the  Premises
     (which  rental amount shall be upon commercially  reasonable
     terms)  and the Fixed Monthly Rent and Additional  Rent  due
     from  Tenant,  in which event Tenant shall have  no  further
     liability under the Lease. Present value shall be calculated
     based on a five percent (5%) discount per annum.


          11.2.4     Pursue  any other remedy  now  or  hereafter
     available  to Landlord under the laws or judicial  decisions
     of the jurisdiction where the Premises are located.


          11.2.5.    Recover from Tenant, as an  element  of  its
     damages, the cost of reletting the Premises, including,  but
     not  limited to, reasonable brokerage fees, attorneys' fees,
     retrofit costs and other expenses of reletting.


          11.3       CUMULATIVE  REMEDIES Except as  specifically
     provided  herein  to  the contrary, no  remedy  or  election
     hereunder  shall  be  deemed exclusive but  shall,  wherever
     possible, be cumulative with all other remedies provided  in
     this Article or otherwise available at law or in equity.



                                   ARTICLE 12



                   REPRESENTATIONS AND W ARRANTIES OF LANDLORD


     Landlord represents, warrants and covenants as follows:


               (i) As of the Commencement Date, Landlord will  be
          the  fee owner of the Premises and has the legal  right
          and  power to lease the Premises to Tenant for Tenant's
          operation of the Premises for the Proposed Use or  such
          other  uses  consistent  with the  Gateway  Performance
          District; and


               (ii)  As  of the date of execution of this  Lease,
          Landlord  hereby acknowledges receipt of the Plans  and
          Specifications,    approves   of    the    Plans    and
          Specifications,  and agrees to construct  the  Building
          and  improvements for the Premises in  accordance  with
          the  final plans and specifications which are based  on
          the Plans and Specifications and which are agreed to by
          Landlord and Tenant; and

               (iii)  As of the date of execution of this  Lease,
          the Premises is zoned to permit the use of the Premises
          for  those  principal uses which are permitted  in  the
          Gateway   Performance   District   including,   without
          limitation,  the  Proposed  Use,  and  there   are   no
          restrictions applicable to, upon or within the


                                        22


          Premises which would limit or prevent Tenant's  use  of
     the Premises for the Proposed Use; and

               (iv)  There  shall be no change to the Site  Plan;
          provided,  however, that Landlord may make minor,  site
          specific  modifications, which are  necessary  for  the
          development of the Premises and which do not in any way
          affect  the  construction of the Building in accordance
          with  the terms of this Lease, upon obtaining the prior
          written  consent of Tenant which consent shall  not  be
          unreasonably withheld; and

               (v)  There  shall be no change to  the  Plans  and
          Specifications  without the prior  written  consent  of
          Tenant   which   may  be  withheld  in  Tenant's   sole
          discretion.

The  foregoing  representations, warranties  and  agreements  are
material  considerations and inducements to Tenant  in  executing
this Lease, the breach of which will cause irreparable and severe
harm  to  Tenant. Without limiting any other right or  remedy  of
Tenant  under this Lease or available to Tenant at law or  equity
by  reason  of  the  breach  of the representations,  warranties,
guaranties and agreements herein set forth, Tenant shall have the
right  to  terminate this Lease at any time during the period  of
such  breach by providing written notice to Landlord. If Landlord
fails  to cure such breach within thirty (30) days after  receipt
of   such   written   notice  from  Tenant,  this   Lease   shall
automatically terminate. Notwithstanding the foregoing, once  the
conditions  set  forth  in Section 15.5 are  complete  such  that
Landlord has no further construction obligations under the Lease,
Tenant  shall have no right to terminate this Lease in connection
with Subsection (iv) and (v) of this Article 12.

                                   ARTICLE 13

                              CONDITIONS PRECEDENT

          13.1       PERMITS. Tenant has entered into this  Lease
     subject to Landlord obtaining the necessary governmental  or
     quasi-governmental permits, variances, licenses, permissions
     or  other  authorizations (collectively "Permits") from  the
     applicable Public Authorities necessary for the construction
     and  operation  of the Premises and the Building,  excluding
     Tenant's  signs  and  all  improvements  thereto,  built  in
     accordance with the Plans and Specifications. In  the  event
     Landlord  is  unable  to  obtain  the  Permits  required  to
     construct  and  operate the Premises, the Building  and  all
     improvements  thereto by the end of the  Permitting  Period,
     Tenant  shall  have the right to terminate this  Lease  upon
     thirty  (30)  days prior written notice to  Landlord  (which
     termination  shall  be  nullified if  Landlord  obtains  any
     outstanding Permits within such thirty (30) day period)  and
     declare it null and void and of no further force and effect,
     in  which  event Landlord and Tenant shall have  no  further
     liability hereunder.

          13.2        DUE   DILIGENCE  MATERIALS.  Landlord   has
     provided Tenant with copies of the following tests,  surveys
     and  reports  applicable to the Premises which Landlord  has
     obtained:  (a)  the  most recent title  commitment  for  the
     Premises  dated March 22, 2005 with copies of the  exception
     documents; (b ) the Subdivision Plat for the Shopping Center
     and the Premises dated

                                             23

     February 15, 2005; (c) Phase I Environmental Report; and (d)
     Geotechnical Report (the "Due Diligence Materials"). As of
     the date of this Lease, Tenant has reviewed the Due
     Diligence Materials, has approved of the Due Diligence
     Materials and shall have no right to terminate this Lease in
     connection with anything contained therein.

          13.3       ENVIRONMENTAL COMPLIANCE. The Lease is  also
     contingent upon Landlord delivering the Premises  to  Tenant
     on  the  delivery Date free of all Hazardous  Materials  (as
     previously defined) and in compliance with all Environmental
     Laws (as previously defined).

          13.4       NON-DISTURBANCE  AND  ATTORNMENT  AGREEMENT.
     This  Lease is further contingent upon Landlord obtaining  a
     non-disturbance and attornment agreement in favor of Tenant,
     in  a  form  reasonably acceptable to Tenant, in  accordance
     with Section 16.3. In the event Landlord is unable to obtain
     such an agreement in favor of Tenant within thirty (30) days
     after  the  Delivery Date, Tenant shall have  the  right  to
     terminate the Lease and declare it null and void and  of  no
     further force and effect, in which event Landlord and Tenant
     shall have no further liability hereunder.

          13.5        LANDLORD  OBTAININE:  FEE  TITLE   TO   THE
     PREMISES.  This  Lease  is  also  contingent  upon  Landlord
     obtaining fee title to the Premises pursuant to the Purchase
     Agreement. In the event Landlord does not have fee title  to
     the Premises by July 6,2005, Tenant shall have the right  to
     terminate  the  Lease upon thirty (30)  days  prior  written
     notice to Landlord (which termination shall be nullified  if
     Landlord  obtains  fee  title to the  Premises  within  such
     thirty (30) day period) and declare it null and void and  of
     no further force and effect.

          13.6       CROSS-ACCESS  AND  PARKING  AGREEMENT.  This
     Lease  is  contingent upon Landlord's Affiliate or  Landlord
     obtaining and filing of record a cross-access agreement with
     the Shopping Center Owner in a form reasonably acceptable to
     Tenant, whereby Tenant, together with its agents, employees,
     customers,  and  invitees, has the right  to  vehicular  and
     pedestrian access over and across the parking, drive aisles,
     and  other  paved  areas  of the Shopping  Center  Site  for
     ingress  to  and  egress from the Premises  and  all  public
     streets   and  highways  (the  "Easement  Agreement").   The
     Easement Agreement shall also include a restriction upon the
     Shopping  Center  Owner  which provides  that  the  Shopping
     Center  Owner  shall not (a) add, construct,  or  place  any
     building,   edifice,  structure,  or  obstruction   (whether
     permanent  or  temporary),  or  add  trees  or  change   the
     landscaping, in the Protected Area (as depicted on the  Site
     Plan);  and (b) alter or relocate the Access Way as depicted
     on  the  Site Plan; and ( c ) permit, while the Premises  is
     being  used  for  the Proposed Use, any other  part  of  the
     Shopping  Center to be used or occupied as a retail  jewelry
     store  or for the primary use of the retail sale of jewelry.
     Upon  prior written request from Tenant, Landlord agrees  to
     join  in and execute any reasonable documents, as reasonably
     requested  by  Tenant, which Tenant believes  is  reasonably
     necessary  in  order  for  Tenant to  enforce  the  Easement
     Agreement.  If  permissible under  the  Easement  Agreement,
     Landlord  shall  execute  such documentation  (including  an
     assignment of Landlord' s rights) to allow Tenant to enforce
     the  provisions  of  the  Easement Agreement.  The  Easement
     Agreement  shall provide reciprocal rights to  the  Shopping
     Center Owner, together with its agents, employees, customers
     and  invitees, for vehicular and pedestrian access over  the
     parking,  drive  aisles  and  other  paved  areas   of   the
     Premises.' Landlord further agrees to obtain an appropriate

                                             24

     endorsement  or  other affirmative insurance  in  the  title
     policy  for  the  Premises insuring  the  rights  under  the
     Easement  Agreement. In the event Landlord fails  to  obtain
     and  file  of record the Easement Agreement, and obtain  the
     necessary  title endorsement or other affirmative  insurance
     set  forth herein, prior to July 6, 2005, Tenant shall  have
     the right to terminate the Lease upon thirty (30) days prior
     written  notice  to  Landlord (which  termination  shall  be
     nullified if Landlord files the Easement Agreement of record
     or  obtains  the  appropriate  title  endorsement  or  other
     affirmative  insurance within such thirty (30)  day  period)
     and  declare  it null and void and of no further  force  and
     effect,  in  which event Landlord and Tenant shall  have  no
     further  liability hereunder. Tenant agrees to pay  directly
     to  Shopping  Center Owner as Rent, any and  all  costs  and
     charges  which  become due under the Easement  Agreement  in
     accordance   with  the  terms  of  the  Easement  Agreement.
     Landlord  agrees  that Landlord shall  promptly  deliver  to
     Tenant  (a) all statements and supporting documentation  for
     reimbursement  of  costs  and expenses  under  the  Easement
     Agreement; and (b ) copies of all notices received from  the
     Shopping  Center  Owner  -in connection  with  the  Easement
     Agreement.  Landlord further acknowledges  and  agrees  that
     Landlord shall not grant its consent to any changes or other
     modifications  of  the Easement Agreement  without  Tenant's
     prior written consent.

          13.7       TENANT  REIMBURSEMENT. If Tenant  terminates
     the  Lease due to Landlord's failure to comply with Sections
     13.5  and 13.6 of this Lease, Landlord shall be required  to
     reimburse  Tenant  within thirty (30)  days  after  Tenant's
     termination  of  the Lease for all of the actual  costs  and
     expenses paid by Tenant for architectural drawings.

                                   ARTICLE 14

                             [Intentionally Omitted]

                                   ARTICLE 15

                                  CONSTRUCTION

          15.1       PERMITS.  Landlord shall  use  its  diligent
     efforts to obtain the Permits (as previously defined) on  or
     before the expiration of the Permitting Period. In the event
     Landlord  fails  to obtain the Permits by  the  end  of  the
     Permitting Period, Tenant shall have the right to  terminate
     this  Lease  and declare it null and void and of no  further
     force  and effect as provided in Section 13.1. Once Landlord
     has  secured  all necessary Permits, Landlord shall  provide
     Tenant with written notice (the "Permit Approval Notice").

          15.2       LANDLORD'S WORK. Upon providing  the  Permit
     Approval  Notice, Landlord shall construct the Premises  and
     related improvements on the Premises Site in accordance with
     the  Final  Plans and Specifications at no  cost  to  Tenant
     (except  as  provided  in  Section  2.3),  in  a  good   and
     workmanlike manner, in accordance with the Site Plan and the
     Plans and Specifications attached hereto as Exhibit "C"  and
     in  accordance  with  the  zoning, building,  environmental,
     health  and safety codes of the governmental units in  which
     the  Premises  are situated ("Landlord's Work").  Landlord's
     Work  shall include causing the construction of all  parking
     areas,  roads,  drive  aisles,  and  the  main  access   way
     necessary for access to and parking for the Premises so that
     Tenant  may  open  and  operate from the  Premises  for  the
     Proposed  Use, whether complete~ by Landlord or the Shopping
     Center Owner in accordance with the Purchase


                                        25

     Agreement.  Landlord's  Work shall be  completed,  excepting
     Punchlist  Items,  and possession of the completed  Premises
     shall  be  delivered  to  Tenant  for  the  commencement  of
     Tenant's  Work  within the Construction Period,  subject  to
     Force  Majeure.  Landlord and Tenant hereby agree  that  the
     Construction  Period is based on Tenant's  delivery  of  the
     final  Plans and Specifications to Landlord by June 30,2005.
     In  the  event Tenant fails to deliver the formal Plans  and
     Specifications by June 30, 2005, the Construction Period and
     the  November 23, 2005 date set forth in Section 15.6  shall
     each  be  extended one day for each day after June 30,  2005
     until Tenant delivers the final Plans and Specifications  to
     Landlord;  provided, however, that such failure  to  deliver
     the final Plans and Specifications shall in no way be deemed
     to  be  a  default by Tenant under this Lease. Tenant  shall
     have  the  right  to install on the roof of the  Premises  a
     satellite  dish in accordance with all applicable  laws  and
     provided such satellite dish is properly screened.

          15.3       DELIVERY  DATE NOTICE. Landlord  shall  give
     Tenant written notice of the Delivery Date not less than ten
     (10)  days  before  the Delivery Date  (the  "Delivery  Date
     Notice").  Upon receipt of Landlord's Delivery Date  Notice,
     Tenant shall have access to the Premises for inspection.  In
     the  event Landlord and Tenant are simultaneously performing
     work  on  the Premises, Landlord and Tenant hereby agree  to
     cooperate  with  one  another and  work  in  good  faith  to
     complete such work without unreasonably interfering with one
     another in the completion of such work.

          15.4          INSPECTION     AND    PUNCHLIST     WORK.
     Notwithstanding  anything to the  contrary  in  this  Lease,
     within five (5) days after Landlord has provided Tenant with
     the  Delivery  Date  Notice, Tenant and a representative  of
     Landlord,  at a mutually agreeable time, shall  inspect  the
     Premises  (the  "Inspection") and shall compile  a  list  of
     items which have not been completed as required in the Plans
     and  Specifications. If after the Inspection, there are  any
     items  other than Punchlist Items which Landlord has  failed
     to complete or not properly completed in accordance with the
     Plans  and  Specifications, Landlord's  Work  shall  not  be
     deemed  to be completed and Landlord shall promptly complete
     such  items  within the Construction Period.  If  after  the
     Inspection,  there  are  only  Punchlist  Items   remaining,
     Landlord's Work shall be deemed completed provided  Landlord
     completes  such Punchlist Items within twenty-one (21)  days
     after  the  Delivery Date. Tenant shall have  the  right  to
     supplement  the  list of Punchlist Items  during  the  first
     twenty-one  (21)  days  following  the  Delivery  Date   and
     Landlord  shall  use  reasonable efforts  to  complete  such
     supplemental  Punchlist Items within  twenty-one  (21)  days
     after Landlord's receipt of a supplemental list of Punchlist
     Items. If Landlord fails to complete the Punchlist Items  or
     the supplemental Punchlist Items within the time periods set
     forth  above,  Tenant may elect to complete  such  Punchlist
     Items for and on behalf of Landlord and at Landlord' s  cost
     and  expense by providing prior written notice to  Landlord.
     If  Landlord  fails to complete the Punchlist  Items  within
     five (5) days after the receipt of such notice, Tenant shall
     have  the  right  to complete the Punchlist  Items  and,  at
     Tenant's  option,  (a) recover the cost of  completing  such
     Punchlist  Items, including interest at the rate  of  twelve
     percent (12%) per annum from the date of the advance of such
     costs  until  the  date of repayment; or (b  )  set-off  and
     deduct  the cost of completing the Punchlist Items, together
     with  interest  as  aforesaid, from Fixed Monthly  Rent  and
     Additional  Rent. In no event shall Tenant  be  required  to
     accept  delivery of the Premises unless and  until  Landlord
     has  fully  completed  Landlord's Work (excepting  Punchlist
     Items)  and all conditions to the occurrence of the Delivery
     Date have been satisfied.


                                             26


          15.5       PRE-COMPLETION ACCPECTANCE. If the  Delivery
     Date has not occurred within the Construction Period, Tenant
     shall  have the right, but shall not be obligated, to accept
     delivery  of the Premises prior to Landlord's completion  of
     Landlord's   Work  ("Pre-Completion  Acceptance"),   without
     relieving  Landlord  of  any obligation  to  fully  complete
     Landlord's Work. If Tenant accepts delivery of the  Premises
     prior  to the completion of Landlord's Work, Landlord  shall
     complete Landlord's Work, including completing any Punchlist
     Items as provided in Section 15.4, as soon as possible,  and
     in  so  doing  shall  not interfere,  and  shall  cause  its
     contractors   not   to   interfere,  with   the   fixturing,
     furnishing, equipping and stocking of the Premises by Tenant
     and  its  contractors. In the event Tenant  has  opened  for
     business  in the Premises and Landlord still has  not  fully
     completed  Landlord's Work (excepting the Punchlist  Items),
     Landlord  shall  still be obligated to  complete  Landlord's
     Work  and  the  Punchlist Items, and Tenant shall  have  the
     right to offset or withhold Rent until such time as Landlord
     has fully completed the same. Notwithstanding the foregoing,
     once  (i)  Tenant has taken possession of the Premises;  and
     (ii) Landlord has fully completed Landlord's Work; and (iii)
     all  Punchlist  Items  have been  completed,  and  (iv)  the
     Warranties  (as  previously defined) have been  assigned  to
     Tenant,   Landlord   shall  have  no  further   construction
     obligations hereunder.

          15.6       FAILURE  TO  DELIVER.  Notwithstanding   any
     provision of this Lease to the contrary, if Landlord has not
     completed  Landlord's  Work and the Delivery  Date  has  not
     occurred  by  November 23, 2005 (subject to Force  Majeure),
     Tenant shall have the right, in addition to and not in  lieu
     of any and all other rights and remedies available at law or
     equity,  to  cancel this Lease by giving written  notice  to
     Landlord at any time thereafter but before the Delivery Date
     (the  , "Notice of Cancellation"). If Tenant provides timely
     Notice  of  Cancellation and Landlord does not  deliver  the
     Premises  to  Tenant  with Landlord's Work  complete  within
     fifteen   (15)   days  after  receipt  of  the   Notice   of
     Cancellation,  this Lease shall terminate and  be  null  and
     void  and  of no further force and effect, Tenant  shall  be
     relieved  of all obligations hereunder and Tenant shall  not
     be liable to Landlord in damages or otherwise.

          15.  7  LIQUIDATED DAMAGES. In the event Landlord  does
     not  deliver  the  Premises to Tenant in  the  condition  as
     herein  required  within the Construction  Period,  Landlord
     shall   pay  to  Tenant  the  sum  of  Two  Hundred  Dollars
     ($200.00),  for  each  day  between  the  last  day  of  the
     Construction  Period and the Delivery Date,  or,  if  Tenant
     exercises  its  right  to cancel for Landlord's  failure  to
     deliver,  for  each  day  between  the  last  day   of   the
     Construction  Period  and  the effective  date  of  Tenant's
     Notice  of  Cancellation  (subject  to  Force  Majeure).  If
     Landlord fails to pay Tenant as aforesaid, then Tenant shall
     have  the right (without limiting any other right or  remedy
     of  Tenant)  to  deduct  such amount  from  Rent  and  other
     payments due Landlord. The liability of Landlord under  this
     paragraph  shall  be in addition to all other  claims  which
     Tenant  may have against Landlord. Landlord agrees that  the
     amount provided for in this Section constitutes a reasonable
     estimate  of the damages that Tenant is likely to  incur  in
     the  event  of a breach by Landlord as herein provided,  and
     shall not constitute a penalty.



                                        27


                                   ARTICLE 16

                               GENERAL PROVISIONS


          16.1       QUIET ENJOYMENT. Subject to the teffi1S  and
     conditions  of this Lease, Tenant shall have the  quiet  and
     peaceful possession of the Premises.

          16.2       DEFINITION OF RENT. All monetary obligations
     of  Tenant  to  Landlord  under the  terms  of  this  Lease,
     including,  without  limitation,  Fixed  Monthly  Rent,  the
     Taxes,  insurance premiums and other Additional Rent payable
     hereunder  and  all  sums becoming due  under  the  Easement
     Agreement, shall be deemed to be "Rent".

          16.3  SUBORDINATION. This Lease shall  be  subject  and
     subordinate  to  the lien of any superior  lease,  mortgage,
     deed  of  trust, or any other hypothecation or security  now
     existing or hereafter placed upon the Premises, and  to  any
     and  all  advances made on the security thereof and  to  all
     renewals,  modifications, consolidations, replacements,  and
     extensions thereof, and Tenant hereby agrees, within  thirty
     (30)  days  of written request by Landlord, to  execute  and
     deliver to Landlord and its lender(s) a subordination,  non-
     disturbance  and  attornment  agreement  in   a   foffi1   ,
     reasonably acceptable to Tenant prescribed by such lender(s)
     with respect to any such superior lease, mortgage, .deed  of
     trust,. hypothecation, or security; provided, however,  that
     no  such,  Instrument shall limit Tenant's rights or  expand
     Tenant's obligations under this Lease. Landlord if agrees to
     obtain  a non-disturbance and attornment agreement from  the
     holder  of any mortgage ~ given with respect to the Premises
     existing  immediately following Landlord' s  acquisition  of
     the  I Premises or at such other times thereafter as may  be
     reasonably requested by Tenant.

          16.3.1      It   is  a  condition,  however,   of   the
     subordination provisions of Section 16.3 above that Landlord
     shall  procure  from  any  such mortgagee  an  agreement  in
     writing,  which shall be delivered to Tenant,  providing  in
     substance  that  (i)  so  long as  Tenant  shall  faithfully
     discharge  the  obligations on  its  part  to  be  kept  and
     perfoffi1ed under the terms of this Lease, Tenant's  tenancy
     will not be disturbed nor this Lease affected by any default
     or  foreclosure under such mortgage, and that the  mortgagee
     agrees that this Lease shall remain in full force and effect
     even  though  default in and foreclosure under the  mortgage
     may  occur;  and (ii) such mortgagee shall permit  insurance
     proceeds or condemnation awards, as the case may be,  to  be
     used  for  any  restoration and repaid as  required  by  the
     provisions of this Lease as set forth in Sections 8  and  9.
     The  word  "mortgage" as used herein means (i) any lease  of
     land  only  or  of  land and buildings in a  sale-lease-back
     transaction  involving all or any part of the  Premises,  or
     (ii)  any  mortgage, deed of trust or other similar security
     instruments constituting a lien upon all or any part of  the
     Premises, whether the same shall be in existence as  of  the
     date  hereof  or  created hereafter, and any  modifications,
     extensions,  renewals and replacements thereof.  "Mortgagee"
     as  used  herein  means  a party having  the  benefit  of  a
     Mortgage,  whether as lessor, mortgagee,  trustee  or  note-
     holder.

          16.3.2     No change in ownership of all or any portion
     of the Premises, or assignment of this Lease, or the rentals
     provided  for herein, shall be binding upon Tenant  for  any
     purpose until after Tenant has been furnished with evidence,
     including photostat or certified copy of deed or


                                        28


     assignment, showing change in ownership or assignment.

          16.3.3    In the event Tenant receives a written notice
     from  any party claiming a collateral interest in this Lease
     or  in  the  rentals  hereunder and, by  reason  thereof,  a
     present entitlement to collect the rentals under this Lease,
     Tenant  shall  pay such rentals to such party which  payment
     shall  satisfy any and all liabilities of Tenant to Landlord
     with  respect to such payment without obligation on the part
     of  Tenant  to  make  further inquiry but  subject  to  such
     party's  providing  to  Tenant  a  copy  of  the  instrument
     pursuant to which such party claims such entitlement and  to
     such claim being plausible on the face of such instrument.

          16.4       SURRENDER  OF PREMISES. Except  for  changes
     resulting   from   eminent  'domain  proceedings,   at   the
     expiration  or sooner termination of the Lease Term,  Tenant
     shall  surrender the Premises in the same condition  as  the
     Premises  were in upon delivery of possession thereto  under
     this  Lease,  reasonable wear and tear  and  damage  due  to
     casualty  excepted, and shall surrender  all  keys  for  the
     Premises to Landlord at the place then fixed for the payment
     of  Rent  and  shall inform Landlord of all combinations  on
     locks,  safes  and  vaults, if any, in the Premises.  Tenant
     shall  at  such  time remove all of Tenant's Trade  Fixtures
     including,   but   not   limited   to,   equipment,   signs,
     furnishings,   inventory,  machinery,  and  other   personal
     property, and shall repair any damage to the Premises caused
     thereby.  Any or all of such property not so removed  shall,
     at  Landlord's  option,  become the  exclusive  property  of
     Landlord  or  be disposed of by Landlord, at  Tenant's  sole
     cost and expense, if not removed by Tenant after receipt  of
     written  notice from Landlord pursuant to Section 7.2.1.  In
     the  event  Tenant shall fail to pay the cost  of  any  such
     repair,  Landlord  may  do  so and  Tenant  shall  reimburse
     Landlord  for the amount thereof within five (5) days  after
     receipt  of  a  bill  therefore.  If  Tenant  shall  not  so
     surrender  the  Premises,  Tenant shall  indemnify  Landlord
     against loss or liability resulting from the delay by Tenant
     in   so   surrendering   the  Premises  including,   without
     limitation,  any  claims  made by  any  succeeding  occupant
     founded  on  such delay. Tenant's obligation to  observe  or
     perform this covenant shall survive the expiration or  other
     termination of the Lease Term.

          16.4.1    Tenant shall have the right, no earlier  than
     thirty  (30)  days  before  the  date  Tenant  vacates   the
     Premises, to place a sign at the front of the Premises, in a
     place  visible  to  Tenant's customers,  directing  Tenant's
     customers  to  another of Tenant's stores  and/or  providing
     Tenant's customers with a telephone number as long  as  such
     signage  does  not violate (i) applicable laws,  ordinances,
     orders,  rules or regulations of any governmental authority;
     or (ii) covenants running with the Premises. Tenant shall be
     entitled  to  leave said sign at the front of  the  Premises
     until  the earlier to occur of (i) three months after Tenant
     vacates  the  Premises, or (ii) the date a new tenant  takes
     possession of the Premises.

          16.5       ESTOPPEL  CERTIFICATES. Each party  (each  a
     "Responding  Party") shall at any time upon  not  less  than
     thirty  (30) days prior written notice from the other  party
     (each  a "Requesting") execute, acknowledge, and deliver  to
     the Requesting Party a statement in a form prescribed by the
     Requesting Party and reasonably acceptable to the Responding
     Party  certifying and acknowledging the following: (i)  that
     this  Lease represents the entire agreement between Landlord
     and  Tenant, and is unmodified and ~ full force  and  effect
     (or,  if  modified, stating the nature of such  modification
     and  certifying that this Lease, as so modified, is in  full


                                             29

     effect)  and  the date to which the Fixed Monthly  Rent  and
     other  charges  are paid in advance, if any; and  (ii)  that
     there  are  not,  to the Responding Party's  knowledge,  any
     uncured  defaults  on the part of the Requesting  Party,  or
     specifying  such  defaults  if any  are  claimed.  Any  such
     statement may be conclusively relied upon by any prospective
     purchaser or encumbrancer of the Premises or of the business
     of the Requesting Party.

          16.6      SEVERABILITY. The invalidity of any provision
     of  this  Lease  as  determined  by  a  court  of  competent
     jurisdiction  shall  in no way affect the  validity  of  any
     other provision hereof.

          16.  7     ENTIRE AGREEMENT. This Lease constitutes the
     entire agreement between -Landlord and Tenant and supersedes
     all  prior  agreements  between them  with  respect  to  the
     Premises, whether written or oral.

          16.8      NOTICES. Any notice required or permitted  to
     be  given hereunder shall be in writing and may be given  by
     facsimile, personal delivery, certified mail, return receipt
     requested,  or  by  nationally recognized overnight  courier
     service delivered to Tenant or to Landlord, as the case  may
     be,  at the F AX numbers or addresses for each set forth  in
     the Fundamental Lease Provisions. Either party may by notice
     to  the other specify a different F AX number or address for
     notice purposes. A copy of all notices required or permitted
     to  be  given  to  Landlord hereunder shall be  concurrently
     transmitted  to such party or parties at such  addresses  as
     Landlord may from time to time hereafter designate by notice
     to Tenant.

          16.9       WAIVERS. No waiver by Landlord or Tenant  of
     any  provision hereof shall be deemed a waiver of any  other
     provision hereof or of any subsequent default by Landlord or
     Tenant  of  the  same  of  any other  provision.  Landlord's
     consent  to, or approval of, any act shall not be deemed  to
     render unnecessary the obtaining of Landlord's consent to or
     approval of any subsequent act by Tenant. The acceptance  of
     Rent  hereunder  by Landlord shall not be a  waiver  of  any
     preceding  default  by  Tenant  hereunder,  other  than  the
     failure  of  Tenant to pay the particular Rent so  accepted,
     regardless of Landlord's knowledge of such preceding default
     at the time of acceptance of such Rent.

          16.10      RECORDING. Either Landlord or Tenant  shall,
     upon request of the other, execute, acknowledge, and deliver
     to  the  other a "short form" memorandum of this  Lease  for
     recording  purposes. Such memorandum shall be  in  the  form
     reasonably  prescribed by Landlord, and the party requesting
     same  shall  be  responsible for all costs, fees  and  taxes
     incident  to  recording same. In addition,  any  termination
     agreement shall be similarly recorded, which agreement shall
     survive the termination of this Lease. In no event shall any
     such  memorandum be recorded prior to Landlord's acquisition
     of the Premises.

          16.10.1   At the time that the Commencement Date of the
     term  of this Lease is firmly established, the parties shall
     promptly enter into a Supplemental Lease Agreement,  setting
     forth  the actual commencement and expiration of the Initial
     Term and any extensions thereof, describing the Premises and
     setting forth the Fixed Monthly Rent and annual Rent  to  be
     paid   by   Tenant  hereunder,  but  containing  no  further
     provisions of this Lease, which Supplemental Lease Agreement
     shall  be  prepared by Tenant and which may be  recorded  by
     either party with the party


                                        30

     recording  same  to be responsible for all costs,  fees  and
     taxes  incident to recording same. If the Commencement  Date
     is   firmly  established  before  a  short  form  lease   or
     memorandum  of lease has been executed by the  parties,  the
     short form lease or memorandum of lease and the Supplemental
     Lease Agreement may be consolidated into a single recordable
     document.

          16.11     HOLDING OVER. If Tenant remains in possession
     of  the Premises or any part thereof after the expiration or
     termination  of the Lease Term, such occupancy  shall  be  a
     tenancy from month-to-month upon all the provisions of  this
     Lease  pertaining  to the obligations of Tenant  and  Tenant
     shall  thereby  waive  its rights of  notice  to  quit,  but
     Tenant's  right as to any Renewal Term shall terminate.  The
     monthly rent due during such hold-over period shall be equal
     to 125% of the Fixed Monthly Rent then in effect, and Tenant
     shall  continue  to be obligated to pay all Additional  Rent
     and  other amounts required to be paid by the terms of  this
     Lease.  Notwithstanding the foregoing,  in  the  event  that
     Landlord  and  Tenant are engaged in active and  good  faith
     negotiations   for  a  new  lease  at  the   expiration   or
     termination  of the Lease Term, then the Fixed Monthly  Rent
     payable  by  Tenant  during Tenant's  continuing  possession
     shall be at the rate last paid by Tenant hereunder, but only
     for so long as such negotiations continue. However, Landlord
     shall in its sole discretion have the right to notify Tenant
     in   writing   that  Landlord  elects  to   terminate   such
     negotiations  whereupon  thirty  (30)  days  after  Tenant's
     receipt of such notice the monthly rent due thereafter shall
     be equal to 125% of the Fixed Monthly Rent then in effect.

          16.12      CHOICE  OF LAW. The laws of the jurisdiction
     in which the Premises are located shall govern the validity,
     performance, and enforcement of this Lease.

          16.13       ATTORNEYS'   FEES.  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   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
     any such action or proceeding, and such fees shall be deemed
     to  have  accrued upon the announcement of  such  action  or
     proceeding  and  shall be enforceable whether  or  not  such
     action or proceeding is prosecuted to judgment.

          16.14      WAIVER  OF JURY TRIAL. LANDLORD  AND  TENANT
     EACH HEREBY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY CLAIM,
     ACTION,  PROCEEDING  OR COUNTERCLAIM BY EITHER  LANDLORD  OR
     TENANT AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN
     ANY  WAY  CONNECTED  WITH THIS LEASE,  THE  RELATIONSHIP  OF
     LANDLORD AND TENANT, AND/OR TENANT'S USE OR OCCUPANCY OF THE
     PREMISES.

          16.15      LIABILITY OF LANDLORD. In the event  of  any
     sale  or  other  transfer  of  Landlord's  interest  in  the
     Premises,  Landlord shall automatically be relieved  of  all
     liabilities  and  obligations of Landlord hereunder  arising
     after  the  date of such transfer. Notwithstanding  anything
     contained herein to the contrary, neither Landlord  nor  its
     partners,  members,  officers, shareholders,  principals  or
     employees  shall have any personal liability in  respect  of
     any  of  the  terms, covenants, conditions or provisions  of
     this Lease. In the event of a breach or default by


                                             31

     Landlord of any of its obligations under this Lease, Tenant,
     and  any persons claiming by, through or under Tenant, shall
     look  solely  to the equity of the Landlord in the  Premises
     for  the  satisfaction  of  Tenant's  and/or  such  persons'
     remedies  and claims for damages, and no other  property  or
     assets  of  Landlord, or of its partners, members, officers,
     shareholders,  principals or employees shall be  subject  to
     levy,  execution  or  other enforcement procedures  for  the
     satisfaction  of Tenant's and/or such person's remedies  and
     claims for damages.

          16.16      NO MERGER. There shall be no merger of  this
     Lease,  or the leasehold estate created by this Lease,  with
     any  other estate or interest in the Premises, or  any  part
     thereof,  by reason of the fact that the same person,  fIrm,
     corporation  or  other entity may acquire or  own  or  hold,
     directly  or  indirectly, (i) this lease  or  the  leasehold
     estate  created by this Lease or any interest in this  Lease
     or  in  any  such leasehold estate; and (ii) any such  other
     estate  or interest in the Premises or any part thereof.  No
     such  merger  shall  occur unless  and  until  all  persons,
     corporations, firn1s and other entities having  an  interest
     (including  a  security interest) in (1) this Lease  or  the
     leasehold  estate created by this Lease; and  (2)  any  such
     other  estate  or  interest in the  Premises,  or  any  part
     thereof,  shall join in a written instrument effecting  such
     merger and shall duly record the same.

          16.1  7     INTERPRETATION. The captions by  which  the
     Articles and Sections of this Lease are identified  are  for
     convenience  only  and  shall  have  no  effect   upon   the
     interpretation  of  this  Lease.  Whenever  the  context  so
     requires,  singular numbers shall include  the  plural,  the
     plural shall refer to the singular, the neuter gender  shall
     include  the masculine and feminine genders, and  the  terms
     "Landlord"   and   "Tenant"  and  "person"   shall   include
     corporations,  limited  liability  companies,  partnerships,
     associations, other legal entities, and individuals.

          16.18     RELATIONSHIP OF THE PARTIES. Nothing in  this
     Lease  shall create a partnership, joint venture, employment
     relationship, borrower and lender relationship, or any other
     relationship  between Landlord and Tenant,  other  than  the
     relationship of landlord and tenant.

          16.19     SUCCESSORS. This Lease shall be binding  upon
     and  inure  to the benefit of the parties hereto  and  their
     respective   personal  and  legal  representatives,   heirs,
     successors, and assigns.

          16.20     MODIFICATIONS. This Lease may not be altered,
     amended,  changed, waived, terminated, or  modified  in  any
     manner  except by a written instrument executed by  Landlord
     and Tenant.

          16.21   BROKERAGE  FEES.  Landlord  and   Tenant   each
     represent and warrant that they have not employed  a  broker
     in connection with the execution of this Lease. Landlord and
     Tenant shall each indemnify and hold the other harmless from
     and  against  any  claim or claims for  brokerage  or  other
     commissions arising from such party having employed a broker
     contrary to its representation in this Section.

          16.22       WAIVER   OF  REDEMPTION.  To   the   extent
     pern1itted  by law, Tenant hereby waives any and all  rights
     of  redemption  with  respect to this Lease.  Tenant  hereby
     waives any rights it


                                             32

     may have to any notice to cure or vacate or to quit provided
     by  any  current or future law; provided that the  foregoing
     shall  not be deemed to waive any notice expressly  provided
     in this Lease.

          16.23      NOT BINDING UNTIL EXECUTED. This Lease  does
     not  constitute  an "offer" and is not binding  until  fully
     executed and delivered by Landlord.

          16.24      REASONABLE CONSENT. Unless specifically  and
     expressly   stated  to  the  contrary,  wherever  Landlord's
     consent  or approval shall be required herein, such  consent
     or   approval  shall  not  be  unreasonably  or  arbitrarily
     withheld or delayed.

          16.25  NO  CONTINUOUS  OPERATION/LANDLORD'S  RIGHT   OF
     RECAPTURE.  (a) Notwithstanding anything contained  in  this
     Lease,   expressly  or  impliedly,  to  the  contrary,   and
     notwithstanding  the  agreement  herein  contained  for  the
     payment  by Tenant of rent, it is specifically and expressly
     understood and agreed that Tenant shall be under no duty  or
     obligation,   either  express  or  implied,  to   open,   or
     thereafter  to  continuously conduct, its  business  in  the
     Premises  at  any  time during the Term.  Further,  Tenant's
     failure  to  open  for business in the  Premises  shall  not
     otherwise  entitle Landlord to commence or to  maintain  any
     action,  suit, or proceeding, whether in law or  in  equity,
     relating  in  any  way  to  Tenant's  failure  to  open   or
     thereafter  to  continuously conduct  its  business  in  the
     Premises.  Without limiting the generality of the foregoing,
     Tenant  shall have the right to close two partial  days  per
     year  to  take inventory and shall, at Tenant's  option,  be
     closed  Thanksgiving Day, Christmas Day, New Years Day,  and
     Easter; (b ) If at any time during the Lease Term Tenant, or
     its  assignee  or  sublessee, if any, shall discontinue  its
     operations at the Premises for a period of greater than  one
     hundred eighty (180) consecutive days ( except as may result
     from  fire  or other casualty, a taking under the  power  of
     eminent  domain or condemnation, or periods of  remodeling),
     Landlord may, at any time following such one hundred  eighty
     day  (180)  period,  and  prior  to  any  recommencement  of
     operations, terminate this Lease upon sixty (66) days' prior
     written  notice  to Tenant. If Tenant, or  its  assignee  or
     sublessee,  if any, reopens for business or recommences  its
     operations  within such sixty (60) day period,  Landlord'  s
     right  to terminate the Lease shall be nullified and  of  no
     further  force and effect. If Landlord elects  to  terminate
     the  Lease as provided herein, the Lease shall be  null  and
     void  and  of  no further force and effect, and the  parties
     hereto  shall be released from any and all further unaccrued
     liability  with  respect to this Lease from  and  after  the
     effective date of such termination.

          16.26     FINANCIAL STATEMENTS. Within thirty (30) days
     after receipt of written request from Landlord, but not more
     often  than once during any Lease Year, Tenant shall provide
     to  Landlord a copy of the financial statements for the most
     recently  completed  year-end  of  Sterling  Jewelers   Inc.
     ("Tenant's   Guarantor"),   the   guarantor   of    Tenant's
     obligations   under  the  Lease.  Landlord's   request   for
     financial statements for a given fiscal year must be sent at
     least  one hundred twenty (120) days after the end  of  such
     fiscal  year  of  Tenant's  Guarantor.  Notwithstanding  the
     foregoing, Landlord, and any lender or prospective purchaser
     that   requests  such  financial  statements,  must  execute
     Tenant's   Guarantor's  standard  confidentiality  agreement
     prior to receiving such financial statements.


                                             33


          16.27      GUARANTY OF LEASE. This Lease is conditioned
     on  Tenant delivering to Landlord, simultaneously  with  the
     execution  copies  of  this Lease,  four  (4)  copies  of  a
     Guaranty of Lease executed by Tenant's Guarantor in the form
     set forth on attached Exhibit "H".



[SIGNATURES CONTINUED ON NEXT PAGE]





                                             34


IN WITNESS WHEREOF, the parties have executed this Lease as of
the 30th day of

June 2005


Wl'fNESSES
LANDLORD:



                                             LOUDON ROAD N.H.
                                        RTE. 9 DEVELOPMENT, LLC
                                             a New York limited
                                        liability company

/s/ Chrishon J Ocreber              By: Westlake Holding, Inc.

Print Name:  Chrishon J Ocreber      Its: Sole Member

/s/ Karen Balch                     By: /s/ Joseph P Kane
Print Name Karen Balch
                                     Its: President





                                             TENANT:





                                             STERLING INC
/s/ George S Frankovich                      an Ohio corporation

Print Name George S Frankovich               By: /s/ Robert D Trabucco





/s/ Russell J Nagelleirk

Print Name Russell J Nagellerik












STATE OF NEW YORK   )
                    )SS:
COUNTY OF ONONDAGA  )



     BEFORE ME, a Notary Public, in and for said County and
State, personally appeared Joseph P. Kane, the President of
Westlake Holding, Inc., the Sole Member of LOUDON ROAD N.H. RTE.
9 DEVELOPMENT, LLC, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed,
and the free act and deed of said limited liability company.



IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal this 30th day of June 2005



                              /s/ Stephen G Etoll



                              Notary Public



                                   [notary seal]





STATE OF OHIO  )

               )SS

COUNTY OF SUMMIT )



     BEFORE ME, a Notary Public, in and for said County and
State, personally appeared Robert A Trabucco, the Executive Vice
President of Sterling Inc., who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed,
and the free act and deed of said corporation.


IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal this 27th day of June 2005


                                        /s/ Thomas E Griffin


                                             Notary Public


[notary seal]










                                             36











                                    EXJDBIT A
                        Legal Description of the Premises

            Berkshire Development -London Road Concord Proposed Lot 1

Commencing  at  a steel pin on the northerly sideline  of  Loudon
Road, said steel pin marking the southeasterly most comer of  the
lot  herein described and being S63 53'05"W a distance of  145.97
feet  from  a  granite bound marking the southeasterly  comer  of
other land of the Grantor and the southwesterly comer of land now
or  formerly of Milano Real Estate Associates, LLC, thence S63 53
'05"W  a  distance of 89.18 feet, along said Loudon  Road,  to  a
steel  pin; thence N35 33' 45"W a distance of 185.26  feet  to  a
steel  pin; thence N54 25'40"E a distance of 145.50 feet to steel
pin;  thence S35 34 '20"E a distance of 105.40 feet  to  a  steel
pin; thence by a curve to the left, having a central angle of  24
22'03" and a radius of 184.50 feet, a distance of 78.47 feet to a
point; thence by a curve to the right, having a central angle  of
47  21 '09" and a radius of 39.50 feet, a distance of 32.65  feet
to  the point of beginning Containing 26,055 square feet or  0.60
acres.


































































35