<PAGE>


                                                                 Exhibit 10.11.1

                     First Amendment to Net Lease Agreement
                     --------------------------------------

         This, First Amendment to Net Lease Agreement ("First Amendment") is
made and entered into as of the 11th day of August, 1998, by, and among W/H No.
31, L.L.C., a South Carolina limited liability company ("Landlord"), West
Marine, Inc., a Delaware corporation ("Tenant"), and Walsh, Higgins & Company,
an Illinois corporation ("Contractor").


                                    Recitals:
                                    --------

         A.     Landlord, Tenant and Contractor (for certain specified purposes
only) are parties to that certain Net Lease Agreement dated as of March 11, 1997
("Original Lease"). Pursuant to the Original Lease, Landlord is leasing to
Tenant and Tenant is leasing from Landlord, the Premises (as such term is
defined in the Original Lease). The Premises constitute a certain
warehouse/distribution building located in York County, South Carolina.

         B.     Landlord, Tenant and Contractor have reached certain agreements
in regard revisions to the provisions of the Original Lease. Among other things,
such revisions will benefit the parties under a certain Profit Participation
Agreement into which Landlord and Tenant have heretofore entered in connection
with the Original Lease.

         C.     As a result of the foregoing, Landlord, Tenant and Contractor
now desire to amend the Original Lease in the manner set forth in this First
Amendment.

                                   Agreements:
                                   ----------

         Now, therefore, in consideration of the foregoing Recitals, the mutual
covenants and promises hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency, of all of which is hereby
acknowledged, Landlord, Tenant and Contractor hereby agree as follows:

         Section 1      Incorporation of Recitals; Meanings of Terms. The
foregoing Recitals are hereby incorporated into and made a part of this First
Amendment, as if fully set forth herein. Capitalized terms used in this First
Amendment and not otherwise defined herein shall have the respective meanings
given them in the Original Lease.

         Section 2      Commencement Date; Rent Commencement; Date. Anything in

the Basic Lease Terms, to the contrary notwithstanding, Landlord, Tenant and
Contractor hereby acknowledge and agree that both the Commencement Date and the
Rent Commencement Date, shall for all purposes under this Lease, be January 1,
1998, provided, however, that (a) the January 1998 installment of the Initial
Annual Base Rent With Respect to the Original Premises shall be One Hundred Four
Thousand One Hundred Three and 08/100ths Dollar ($104,103.08), which amount is
Ten Thousand and 00/100ths Dollars ($10,000.00) less than the monthly

<PAGE>

installments thereof for each of the months from February 1998 through December
2002 (inclusive), and (b) the Annual Base Rent With Respect to the Original
Premises for the year 1998 shall be One Million Three Hundred Fifty-Nine
Thousand Two Hundred Thirty-Seven and 00/100ths Dollars ($1,359,237.00), which
amount is, in the aggregate, Ten Thousand and 00/100ths Dollars ($10,000.00)
less than the Annual Base Rent With Respect to the Original Premises for the
years 1999 through 2002 (inclusive). Notwithstanding the foregoing, Landlord and
Tenant acknowledge and agree that (a) certain punch list items remain to be
completed Landlord, one of which is the paving of the parking lot of Original
Premises; and (b) Tenant shall reasonably cooperate with Landlord in regard to
the completion of the paving of the parking lot (including, without limitation,
allowing Landlord and its contractors reasonable access thereto).

         Section 3      Expansion Options.

         (a)    The Original Lease is hereby amended by deleting Sections 1(c)
(1) and 1(c)(2) thereof in their entirety, and inserting in lieu thereof the
provisions attached hereto and made a part hereof as Exhibit A.
                                                     ---------

         (b)    Section 1(c)(3) of the Original Lease is hereby re-designated
as Section l(c)(7), and all references in the Original Lease to Section 1(c)(3)
are hereby amended to be references to Section 1(c)(7).

         (c)    Section 1(c)(4) of the Original Lease is hereby re-designated as
Section 1(c)(8) and all references in the Original Lease to Section 1(c)(4) are
hereby amended to be references to Section 1 (c)(8).

         (d)    Section 1(c)(5) of the Original Lease is hereby re-designated as
Section 1(c)(9), and all references in the Original Lease to Section 1(c)(5) are
hereby amended to be references to Section 1(c)(9).

         (e)    Section 1(c)(6) of the Original Lease is hereby re-designated as
Section 1(c)(10), and all references in the Original Lease to Section 1(c)(6)
are hereby amended to be references to Section 1(c)(10).

         (f)    Section 1(c)(7) of the Original Lease is hereby re-designated as
Section 1(c)(11), and all references in the Original Lease to Section 1 (c)(7)
are hereby amended to be references to Section 1(c)(11).

         (g)    Section 1(c)(8) of the Original Lease is hereby re-designated as
Section 1(c)(12), and all references in the Original Lease to Section 1(c)(8)
are hereby amended to be references to Section 1(c)(12).

         (h)    Section 1(c)(9) of the Original Least is hereby re-designated as
Section 1(c)(13), and all references in the Original Lease to Section 1(c)(9)
are hereby amended to be references to Section 1(c)(13).


                                       2

<PAGE>

         (i)    The first sentence of Section 1(c)(7)(ii) of the Original Lease
(formerly Section 1(c)(3)(ii) of the Original Lease) is hereby amended by
deleting the words "land acquisition fees (including, without limitation, any
fees or amounts paid by Tenant pursuant to the Expansion Contract(s) or in
connection with obtaining any rights thereunder)" therein, and inserting the
words "the purchase price and other land acquisition costs paid by Landlord in
connection with the acquisition of the Expansion Land required hereunder for
such Expansion Premises (exclusive of any Option Fee Additional Rent payments
made by Tenant)."

         Section 4      Restoration. Section 12 of the Original Lease is hereby
amended by deleting the eighth sentence thereof in its entirety, and inserting
the following in lieu thereof:

         "Notwithstanding the foregoing, in no event shall the total delay
         damages with respect to the restoration of the Premises (or any
         particular portion thereof) following any damage or destruction
         thereof, exceed Four Hundred Fifty Thousand and 00/100ths Dollars
         ($450,000.00); provided, however, that the foregoing limitation shall
         not extend to or affect the delay damages payable in connection with
         any Expansion Premises under the Work Letter attached hereto as Exhibit
         `B'."

         Section 5      Condemnation. Section 13 the Original Lease is hereby
amended by deleting the first sentence thereof in its entirety, and inserting
the following in lieu thereof:

         "In the event of a Taking (as such term is defined in the following
         sentence), then upon written notice by Tenant to Landlord, this Lease
         shall terminate and Base Rent shall be apportioned as of said date. For
         purposes of this Lease, a "Taking" (or "Taken") shall in a taking for
         any public or quasi-public use under governmental law, ordinance or
         regulation, or by right of eminent domain, or by private purchase in
         lieu thereof, of either or both of the following:

         "(i)     any part of the Premises (including, without limitation, the
                  shipping or receiving parking or access areas, but excluding
                  all other portions of the parking area which is included as
                  part of the Premises (which excluded portions are hereinafter
                  referred to as the "Remaining Automobile Parking Areas")) that
                  materially and adversely affects the continued use, occupancy
                  and enjoyment of the Premises; or

         "(ii)    any portion of the Remaining Automobile Parking Areas, which
                  results in the elimination (i.e., after taking into account
                  any other parking spaces in the parking area adjacent to the
                  Building, which Landlord provides as reasonable replacements
                  thereof not later than ninety (90) days after the date of such
                  Taking) of at least fifteen percent (15%) of the parking
                  spaces then included in the Remaining Automobile Parking
                  Areas."


                                       3

<PAGE>

         Section 6      Assignment and Subletting.

         (a)    Section 14 of the Original Lease is hereby amended by inserting
the following sentence as the third sentence of the first grammatical paragraph
thereof:

         "Tenant hereby acknowledges and agrees that the preceding sentence does
         not permit Tenant to mortgage, pledge or hypothecate its leasehold
         interest to any Tenant Affiliate without Landlord's prior written
         consent, and that any such mortgage, pledge or hypothecation requires
         Landlord's prior written consent (which consent will not be
         unreasonably withheld), as provided in the first sentence of the first
         grammatical paragraph of this Section 14."

         (b)    Section 14 of the Original Lease is hereby amended by deleting
the first sentence of the fourth grammatical paragraph thereof in its entirety,
and inserting the following in lieu thereof.

         "Consistent with Landlord's obligation (as provided in the first
         grammatical paragraph of this Section 14) not to unreasonably withhold
         its consent to a Tenant-requested mortgage, pledge or hypothecation of
         Tenant's leasehold interest, Landlord will cooperate with Tenant in
         executing any documents reasonably required to effect any financing by
         Tenant of this Lease or Tenant's operations in the Premises, so long as
         such documents will not subject Landlord's interest in the Premises to
         any forfeiture, encumbrance or lien."

         Section 7      Landlord's Defaults and Tenant's Remedies. Section 22 of
the Original Lease is hereby amended by deleting the second sentence thereof in
its entirely, and inserting the following in lieu thereof:

         "On the occurrence of any default by Landlord as aforesaid, but subject
         to the limitations set forth in this Section 22 on Tenant's right to
         terminate this Lease, Tenant shall have all rights and remedies
         provided at law, in equity or under this Lease."

         Section 8      Full Force and Effect. Except as expressly amended by
this First Amendment, the Original Lease shall remain in full force and effect
in accordance with its terms, provisions and conditions. The Original Lease, as
amended by this First Amendment, shall herein and hereafter be referred to as
the "Lease."


                                       4

<PAGE>

         In witness whereof, each of the parties hereto has caused this First
Amendment to be duly executed by its duly authorized officer or agent as of the
day and year first above written.



                                Landlord:

                                W/H No. 31, L.L.C., a South Carolina
                                limited liability company

                                By:     /s/  Gerald A. Pientka
                                     ---------------------------------------
                                Its:      Member
                                     ---------------------------------------



                                Tenant:

                                West Marine, Inc., a Delaware corporation

                                By:     /s/  John C. Zott
                                     ---------------------------------------
                                Its:      Sr. VP & CFO
                                     ---------------------------------------



                                Contractor:

                                Walsh, Higgins & Company, an Illinois
                                corporation

                                By:     /s/  Gerald A. Pientka
                                     ---------------------------------------
                                Its:
                                     ---------------------------------------


                                       5

<PAGE>

          Exhibit A -- Substitute Sections 1(c)(1) and 1(c)(2) of Lease
          -------------------------------------------------------------

         "(c)   Expansion Options.

         "(1)   Real Estate Agreements. Landlord (by virtue of the assignment to
                ----------------------
it from Walsh, Higgins & Company), Carolina Foods, Incorporated (`Carolina
Foods') and Ticor Title Insurance Company, as Escrow Agent (`Ticor'), are
parties to that certain Purchase Agreement, dated February 21, 1997, as amended
by that certain First Addendum to Purchase Agreement dates as of April 24, 1997,
and as also amended by that certain Second Addendum to Purchase Agreement dated
as of May 29, 1998 (collectively, `Carolina Foods Agreement'). In addition, and
in connection with the Carolina Foods Agreement, Landlord and Carolina Foods are
parties to that certain Memorandum of Option to Purchase Real Estate, dated as
of April 24, 1997, recorded with the Clerk of Court, York County, South
Carolina, on April 25, 1997 at Volume 1832, Page 17, as amended by that certain
First Amendment to Memorandum of Option to Purchase Real Estate, dated as of May
29, 1998, to be hereafter recorded with the Clerk of Court, York County, South
Carolina (together, `Carolina Foods Memorandum').

         "Landlord (by virtue of the assignment to it by Walsh, Higgins &
Company), Johnston Farms, L.L.C. (`Johnston Farms') (by virtue of the assignment
to it by Daisy Donnell Ruff Miller, the Estate of Margaret Donnell Miller
Bouknight, Robert Alexander Miller, Jr., NationsBank Trust of South Carolina, as
Trustee for Coley Hicks Ruff, the Anderson Children Partnership, Smith Station
Associates and the Anne A. Wilkins Testamentary Trust), and Ticor, are parties
to that certain Purchase Contract dated February 21, 1997, as amended by that
certain First Addendum to Purchase Agreement dated as of May 29, 1998
(collectively, `Anderson Agreement'). In addition, and in connection with the
Anderson Agreement, Landlord and Johnston Farms (by virtue of the aforesaid
assignment to it) are parties to that certain Memorandum of Option to Purchase
Real Estate, dated as of April 24, 1997, recorded with the Clerk of Court, York
County, South Carolina, on April 25, 1997, at Volume 1832, Page 50, as amended
by that certain First Amendment to Memorandum of Option to Purchase Real Estate,
dated as of May 29, 1998, to be hereafter recorded with the Clerk of Court, York
County, South Carolina (together, `Anderson Memorandum').

         "The Carolina Foods Agreement and the Anderson Agreement together
constitute the `Real Estate Agreements' under this Lease. Tenant hereby
acknowledges its approval of the Real Estate Agreements, the Carolina Foods
Memorandum and the Anderson Memorandum.

         "(2)   Option Fees: Option Fee Additional Rent. Under the respective
                ---------------------------------------
Real Estate Agreements, Landlord is to pay certain Option Fees (as such term is
defined in the respective Real Estate Agreements) to the sellers thereunder in
order to maintain the purchase options therein granted, in accordance with
terms, provisions and conditions of each of the Real Estate Agreements. The
maintenance of such purchase options is for the benefit of Tenant in connection
with Tenant's exercise (if any) of the Expansion Option (as such term is defined
in Section 1(c)(3) hereof) under this Lease. Such Option Fees, each of which is
to be paid on or before the first date of the applicable time period therefor
(i.e., on or before April 24th of each applicable year), are as follows:

<PAGE>

<TABLE>
<CAPTION>
          <S>                                  <C>                                    <C>
------------------------------------------------------------------------------------------------------------------------
             "Time Period                      Option Fee under Carolina              Option Fee under Anderson
                                                    Foods Agreement                           Agreement
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
          "4/24/98 - 4/23/99                          $13,499.89                             $62,952.78
------------------------------------------------------------------------------------------------------------------------
          "4/24/99 - 4/23/00                          $13,904.89                             $64,841.36
------------------------------------------------------------------------------------------------------------------------
          "4/24/00 - 4/23/01                          $14,322.03                             $66,786.60
------------------------------------------------------------------------------------------------------------------------
          "4/24/01 - 11/29/01                         $14,751.69                             $41,462.59
------------------------------------------------------------------------------------------------------------------------
</TABLE>


         "In order that Landlord may make the Option Fee payments in a timely
manner in accordance with the respective Real Estate Agreements, Tenant shall
pay to Landlord, as part of the additional rent due and payable by Tenant under
this Lease, the amount of each such Option Fee payments (`Option Fee Additional
Rent'), in accordance with the following provisions:

         "(A)     Not more than sixty (60) days prior to the due date thereof
                  (i.e., not earlier than February 26th of each applicable
                  year), Landlord shall invoice Tenant for the Option Fee
                  Additional Rent next to come due. Within thirty (30) days
                  after its receipt of such invoice, Tenant shall pay the full
                  amount of such Option Fee Additional Rent to Landlord. If
                  Landlord receives such payment within such thirty (30)-day
                  period, then Landlord shall be obligated to make the Option
                  Fee payments due under the respective Real Estate Agreements.

         "(B)     Anything in this lease to the contrary notwithstanding, the
                  following provisions shall apply:

                  "(i)   In the event that Landlord fails to invoice Tenant for
                         the Option Fee Additional Rent next to come due, at
                         least thirty (30) days prior to the due date for the
                         Option Fee payment under the respective Real Estate
                         Agreements, then (a) Tenant shall still be obligated to
                         pay the Option Fee Additional Rent to Landlord within
                         (30) days after Landlord's invoice to Tenant therefor,
                         and (b) Landlord shall nonetheless be obligated
                         hereunder to make the Option Fee payments then due
                         under the respective Real Estate Agreements.

                  "(ii)  In the event that Tenant fails to make any Option Fee
                         Additional Rent payment to Landlord within thirty (30)
                         days after Landlord's invoice therefor, then (a) Tenant
                         shall not be in default under this Lease as a result of
                         such failure (except that if Landlord has already made
                         the Option Fee payments due under the respective Real
                         Estate Agreements pursuant to clause B)(i)(b) above,
                         then Tenant shall be obligated hereunder to pay the
                         Option Fee Additional Rent to Landlord), (b) Landlord
                         shall be relieved from any obligations to make the
                         corresponding Option Fee payments under the respective


                                       2

<PAGE>

                         Real Estate Agreements (unless it has already made such
                         payments pursuant to clause (B)(i)(b) above),
                         regardless of the fact that such failure of Landlord to
                         make such Option Fee payments will result in the
                         forfeiture of Landlord's rights under the respective
                         Real Estate Agreements to acquire the real property
                         which is the subject thereof, and (c) Landlord shall
                         also be relieved from any obligations with respect to
                         the Expansion Option, except as provided in Section
                         1(c)(5) hereof.

         "Landlord and Tenant hereby acknowledge and agree that Tenant has
heretofore timely made payment of the first Option Fee Additional Rent which was
due hereunder, and Landlord has heretofore timely made the Option Fee payment
due under the respective Real Estate Agreements due for the period April 24,
1998 through April 23, 1999.

         "(3)   Expansion Option. Subject to the provisions of this Section 1(c)
                ----------------
and all Legal Requirements and Private Restrictions, Landlord grants to Tenant
the right, option and privilege to expand the Original Premises on not more than
three (3) separate occasions by adding up to an additional total of Five Hundred
Thirty-Two Thousand Two Hundred Twenty-Four (532,224) square feet as provided by
this Section 1(c); provided, however, that no single expansion shall increase
the square footage of the Building by less than One Hundred Fifty Thousand
(150,000) square feet (in each case, `Expansion Option'). Landlord's duty to
grant the Expansion Option, acquire the Expansion Land (as such term is defined
below in this Section 1(c)(3)) and construct the Expansion Space (as such term
is defined in Section 1(c)(4)), all as provided in this Section 1(c), shall be
subject to the occurrence of the following condition precedent:

                  "Landlord shall have acquired, pursuant to one or more of the
         Real Estate Agreements or pursuant to such other purchase or option
         agreements as may be reasonably acceptable to Landlord and Tenant
         (including, without limitation, at a price not greater than that set
         forth in the Real Estate Agreements) (in each case, `Expansion
         Contract'), all or a portion of the land shown on the attached Exhibit
         `A-2,' which land (or portion thereof) is sufficient to accommodate the
         construction of the Expansion Premises (as such term is defined in
         Section 1(c)(4) hereof) pursuant to the Expansion Option then being
         exercised (in each case, `Expansion Land'). The Original Land and any
         Expansion Land are together hereinafter referred to as the `Land." For
         all purposes of this Lease, the Expansion Land shall be deemed to be
         sufficient to accommodate the construction of the Expansion Premises
         if, and only if, such construction can be commenced and completed
         hereon in a commercially reasonable fashion, and in accordance with all
         Legal Requirements and all Private Restrictions.

         "(4)   Exercise of Expansion Options: Landlord's Construction Duties.
                -------------------------------------------------------------
Tenant shall exercise any Expansion Option (if at all) by serving written notice
of its exercise of such Expansion Option on Landlord not later than January 1,
2007; provided, however, that if Tenant has timely exercise its first option
hereunder to extend and renew the Term, then Tenant shall have the right to
exercise any Expansion Option until January 1, 2008; and provided further,


                                       3

<PAGE>

however, that Tenant's and Landlord's respective rights and obligations in the
event of Tenant's exercise of any Expansion Option shall be governed by this
Section 1(c). Tenant shall have the right to exercise up to two (2) Expansion
Options before November 26, 2001, and not more than three (3) Expansion Options
in total.

         "Subject to Sections 1(c)(2) and 1(c)(5) hereof with respect to
Tenant's failure to make timely Option Fee Additional Rent payments, if and only
if Tenant timely exercises either one (1) or two (2) Expansion Options before
November 26, 2001, Landlord (i) shall purchase the Expansion Land (being the
land which meets the requirements set forth in Section 1(c)(3) hereof) in
accordance with the terms, provisions and conditions of this Section 1(c); (ii)
shall construct thereon an expansion to the Building which is generally
described in Tenant's exercise of the Expansion Option in question and conforms
with the requirements of this Section 1(c) (`Expansion Space') together with
additional related site improvements on the Expansion Land as may be
commercially reasonable (which Expansion Space and additional related site
improvements, together with the Expansion Land, are together hereinafter
referred to as the `Expansion Premises'); and (iii) shall lease the Expansion
Premises to Tenant in accordance with the terms, provisions and conditions of
this Section 1(c). Notwithstanding the foregoing, if Tenant exercises an
Expansion Option, the duty to construct any Expansion Premises shall extend
solely to Landlord (and Landlord's successors), and Contractor shall not have
any duty to construct such Expansion Premises.

         "(5)   Tenant's Failure to Pay Option Fee Additional Rent or to
                --------------------------------------------------------
Exercise Expansion Option Timely. If Tenant has failed to make timely any Option
--------------------------------
Fee Additional Rent payments as required hereunder, or if Tenant exercises an
Expansion Option on or after November 26, 2001, Landlord shall nonetheless be
obligated (i) to exert its reasonable commercial efforts to acquire fee title to
the Expansion Land (at a price not greater than that set forth in the Real
Estate Agreements and otherwise on terms, provisions and conditions reasonable
acceptable to Landlord and Tenant), (ii) if Landlord has acquired the Expansion
Land, thereafter to construct the Expansion Premises, and (iii) if Landlord has
acquired the Expansion Land, to lease the Expansion Premises to Tenant in with
this Section 1(c); provided, however, that, as provided in Section 1(c)(2)
hereof, under no circumstances shall Landlord be obligated to make any Option
Fee payments under either or both of the Real Estate Agreements if Tenant has
failed to make timely any required Option Fee Additional Rent payments
hereunder.

         "(6)   Landlord Failure to Acquire Expansion Land. If (i) Tenant timely
                ------------------------------------------
exercises either one (1) or two (2) Expansion Options before November 26, 2001,
and (ii) Landlord (A) fails to acquire fee title to the Expansion Land within
ninety (90) days after Tenant has served written notice of its exercise of the
Expansion Option in accordance with Section 1(c)(4) hereof, (B) following its
acquisition of the Expansion Land, fails to construct the Expansion Premises in
question, unless such failure is due to Landlord's inability (after Landlord's
expending commercially reasonable efforts) to acquire all permits and other
authorizations required to construct the Expansion Premises, or the Expansion
Premises cannot reasonably be commenced and constructed, in accordance with all
Legal Requirements and Private Restrictions, and/or (C) following its
acquisition of the Expansion Land, fails to lease the Expansion Premises to
Tenant in accordance with this Section 1(c), then Tenant shall have either one
of the following remedies


                                       4

<PAGE>

(as its exclusive remedy); provided, however, that if Landlord has satisfied the
foregoing requirements prior to Tenant's exercise of either of the following
remedies, then Tenant's rights to the following remedies shall automatically
expire and be of no further force or effect:

         "(i)   Tenant may terminate this Lease, effective upon written notice
                thereof by Tenant to Landlord. In such event, Landlord shall not
                be liable for any damages or other remedies as a result of any
                failure or delay in its obligations to Tenant under this Lease.

         "(ii)  Tenant may purchase the Original Premises and all Expansion
                Premises at a price equal to the greater of the following:

                  "(A)     the fair market value of the Original Premises and
                           such Expansion Premises (which fair market value
                           shall be determined in accordance with the manner
                           specified in Section 2(e) hereof, with appropriate
                           modification to reflect that the fair market purchase
                           price [and not the fair market rental] is to be
                           determined), or

                  "(B)     either (1) in the case of the original Landlord,  the
                           Lump Sum Total Project Cost (as such term is defined
                           in Section 1(c)(7)(i) hereof) plus the Total Direct
                           Cost of any Expansion Premises (as such term is
                           defined in Section 1(c)(7)(iii) hereof) for any
                           Expansion Premises previously constructed by the
                           original Landlord prior to the date of Tenant's
                           exercise of the subject Expansion Option (i.e.,
                           constructed by the original Landlord pursuant to
                           previously exercised Expansion Options), escalated at
                           the rate of two percent (2%) per annum compounded
                           from January 1, 1998 with respect to the Original
                           Premises and compounded from the Expansion Premises
                           Commencement Date with respect to each such Expansion
                           Premises, or (2) in the case of any subsequent
                           Landlord, the purchase price for the Premises paid by
                           such subsequent Landlord, escalated at the rate of
                           two percent (2%) per annum compounded from the date
                           on which such subsequent Landlord acquired fee title
                           to the Premises, plus the Total Direct Cost of any
                           Expansion Premises for any Expansion Premises
                           previously constructed by such subsequent Landlord
                           prior to the date of Tenant's exercise of the subject
                           Expansion Option (i.e., constructed by such
                           subsequent Landlord pursuant to previously exercises
                           Expansion Options), escalated at the rate of two
                           percent (2%) per annum compounded from the Expansion
                           Premises Commencement Date with respect to each
                           Expansion Premises constructed by such subsequent
                           Landlord."


                                       5