LEASE AGREEMENT WITH WAL-MART REAL ESTATE TRUST

Big Box Store Lease Agreement

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BLUE RIDGE REAL ESTATE CO | WAL-MART REAL ESTATE TRUST | Bright-Meyers Coursey Associates, L.P.

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Title: LEASE AGREEMENT WITH WAL-MART REAL ESTATE TRUST
Governing Law: Louisiana Date: 1/5/2005
Industry: HOTELS

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EXHIBIT 10.12

Coursey Blvd. Project

Baton Rouge, LA

Store No. 5328-00

TABLE OF CONTENTS PARAGRAPH

<TABLE>

<C> <C>

1. DEMISED PREMISES 2

2. LEASE TERM 2

3. RENTAL 3

A. CONSTRUCTION OF IMPROVEMENTS 3

5. COMPLETION OF CONSTRUCTION 5

6. ACCEPTANCE OF LESSEE'S BUILDING 6

7. USE OF PREMISES 8

8. EQUIPMENT, FIXTURES AND SIGNS 8

9. MAINTENANCE BY LESSOR 8

10. MAINTENANCE BY LESSEE 9

11. CARE OF PREMISES 9

12. INSURANCE 9

13. ACCESS BY LESSOR 10

14. UTILITIES AND WASTE DISPOSAL 11

15. CONDEMNATION 11

16. DEFAULT CLAUSE 11

17. ASSIGNMENT AND SUBLETTING 12

18. MUTUAL WAIVER OF SUBROGATION 13

19. FIRE CLAUSE 13

20. TAXES 14

21 LESSEE'S FIXTURES, EQUIPMENT AND GOODS 15

22. ALTERATIONS, IMPROVEMENTS, OR STOCKROOM ADDITIONS 15

23. COVENANT OF TITLE AND QUIET ENJOYMENT 15

24. TITLE INSURANCE 16

25. RIGHT TO MORTGAGE 16

26. EXTENSION OR RENEWAL 17

27. NOTICES 17

28. SHORT FORM LEASE 17

29. CONSENT 17

30. COMMON AREAS 17

31. MISCELLANEOUS 18

32. RIGHT OF FIRST REFUSAL 19

</TABLE>

EXHIBITS

<TABLE>

<S> <C>

A. SHOPPING CENTER LEGAL DESCRIPTION

A-l WAL-MART TAX PLAT LEGAL DESCRIPTION

B. CONSTRUCTION PLANS AND SPECIFICATIONS FOR WAL-MART STORE AND SHOPPING

CENTER PARKING LOT

C. SITE/GRADING/UTILITY PLANS

D. MAINTENANCE DATA SHEET

E. REAL PROPERTY TAX GUIDELINE

F. WAL-MART PROJECT COSTS SHEET

G. EASEMENTS WITH COVENANTS AND RESTRICTIONS AFFECTING LAND H. ESTOPPEL FORM

I. SNDAFORM

</TABLE>

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Coursey Blvd. Project

Baton Rouge, LA

Store No. 5328-00

LEASE AGREEMENT

THIS LEASE AGREEMENT is executed in five (5) duplicate originals and made

as of the 30th day of May 2003 and is effective on even date herewith

("Effective Date") by and between Bright-Meyers Coursey Associates, L.P., a/an

Tennessee limited partnership, of 537 Market Street, Suite 400, Chattanooga,

Tennessee, Federal Tax I.D. 58-2267635 "Lessor"), and WAL-MART REAL ESTATE

BUSINESS TRUST, a Delaware statutory trust, with offices at 702 S.W. Eighth

Street, Bentonville, Arkansas 72716 and a mailing address of 2001 S.E. Tenth

Street, Bentonville, Arkansas 72716-0550, (hereinafter "Lessee").

WITNESSETH:

1. DEMISED PREMISES;

A. Lessor, in consideration of the covenants and agreements

hereinafter contained, does hereby demise and lease to Lessee for the Lease Term

(as such term is defined herein) the Wal-Mart Tax Plat (as defined in Exhibit

A-1 including a/an 39,910 square foot building together with all other

improvements thereon (the Wal-Mart Tax Plat, such building and improvements are

hereinafter collectively the "Demised Premises") in the Shopping Center to be or

being constructed on the real property described in Exhibit A attached hereto

and made a part hereof (hereinafter the "Shopping Center"), to have and to hold

during the Lease Term (as defined in Paragraph 2). The Demised Premises and the

Shopping Center are located in the City of Baton Rouge, in East Baton Rouge

Parish, Louisiana.

B. It is understood and agreed that throughout the Lease Term (as

hereinafter defined) of this Lease, Lessee and its agents, employees, customers,

contractors, subtenants, licensees and concessionaires shall have a nonexclusive

right to use the Common Areas (as defined in Paragraph 30) together with all

improvements and appurtenances now and hereafter located therein, including, but

not limited to the parking areas in the Shopping Center and the rights of

entrance and exit over all streets, alleyways, parking lots upon and appurtenant

to the Shopping Center, in common, with the agents, employees and customers of

other stores in the Shopping Center, for the purposes of ingress and egress on

foot and by motor vehicles and for parking motor vehicles in the Shopping

Center, for -loading and unloading merchandise and for the display of

merchandise and for the use of seasonal structures or sales on the parking lot

and sidewalk on Wal-Mart Tax Plat unless otherwise specifically designated on

Exhibit C.

2. LEASE TERM: To have and to hold the same, together with all

improvements and appurtenances now or thereafter located therein or thereon,

including the rights of entrance and exit over all streets, alleyways, parking

lots and areaways adjacent thereto, for and during the full term of twenty (20)

years, commencing on the earlier of (i) the dale on which. Lessee opens the

Demised Premises for business to the public, or (ii) the date which is sixty

(60) days following the completion of the Demised Premises and Common Area

improvements (the "Commencement Date") and expiring twenty (20) years following

the Commencement Date, inclusive, subject, however, to the provisions of

Paragraph 6 hereof as to the effective Commencement Date of this Lease, and

subject, farther, to the provisions of Paragraph 26 concerning extensions or

renewals hereof (hereinafter "Lease Term"). The term "Lease Year" shall have the

following

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Coursey Blvd. Project

Baton Rouge, LA

Store No. 5328-00

meanings: the first "Lease Year" shall be the period which commences on the

Commencement Date of the Lease Term of this lease and terminates on the

next-following January 31st. Each subsequent Lease Year (other than the last

Lease Year) shall be a period which commences on February 1st of one year and

terminates on the next-following January 31st. The last Lease Year shall be the

period which commences on the last February 1st occurring during the term of

this Lease and terminates on the last day of the Lease Term. The parties

recognize that the first Lease Year and the last Lease Year may be periods of

less than twelve (12) full calendar months.

3. RENTAL: Beginning on the Commencement Date and continuing through the

Lease Term, Lessee shall pay to the Lessor as rent for the Demised Premises a

fixed annual rent (hereinafter the "Rent") of four hundred twenty four thousand

six hundred forty two and 40/100 Dollars ($424,642.40), based upon $10.64 per

square foot of leased building space per year, payable in advance in equal

successive installments of thirty five thousand three hundred eighty six and

87/100 Dollars ($35,386.87) each, on the first day of each and every calendar

month during the Lease Term, subject to the provisions of Paragraph 6 relating

to (i) adjustment for a fractional first month and (ii) partial payment as set

forth therein. Lessee agrees that in the event any monthly installment of Rent

is not paid by the 10th of the month in which same is due, additional rent

equal to ten percent (10%) of the monthly rental shall be paid by Lessee for

each such month. Lessor agrees to provide Lessee with a fully completed and

properly signed US Department of Treasury form W-9 at least sixty (60) days

prior to the Commencement Date. No Rent shall be due or payable until Lessee

receives the form W-9.

4. CONSTRUCTION OF IMPROVEMENTS:

A. Lessee shall provide Lessor with Construction Plans and

Specifications (as defined below) which shall meet state building codes.

Following Lessor's receipt of the Construction Plans and Specifications (as

defined below) Lessor, at Lessor's sole cost and expense, shall promptly

commence to construct alt improvements, including without limitation, Lessee's

building, mechanical and electrical facilities, the driveways, sidewalks,

curbing, curb cuts and parking area in accordance with the construction plans

and specifications for the Demised Premises attached hereto and marked Exhibit B

and also in accordance with the site/grading/utility plans for the Shopping

Center attached hereto and marked Exhibit C and in accordance with "Wal-Mart's

Design Criteria and Process" a copy of which Developer has previously been

provided and accepted (collectively referred to herein as the "Construction

Plans and Specifications"). Any modifications to the Construction Plans and

Specifications required to comply with local building codes shall be prepared at

Lessor's expense, and any additional cost of construction occasioned thereby

shall be paid by Lessor. Lessee shall reimburse Lessor for all other change

orders to the Construction Plans and Specifications which are authorized,

initiated and approved by Lessee and which result in additional cost to Lessor.

Lessor's construction contract shall provide for a construction supervisor for

Lessee's building and other improvements and an additional construction

supervisor for the remainder of the Shopping Center.

Lessor shall wire those parking lot lights designated "W-M" on

Exhibit C into the Demised Premises. In regard to the parking area, Lessor

agrees to construct a parking lot ratio of at least five parking spaces per one

thousand

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Coursey Blvd. Project

Baton Rouge, LA

Store No. 5328-00

(1,000) square feet of gross leasable building area in the Shopping Center with

the same ratio independently provided with respect to the building on the

Demised Premises and that portion of the parking lot serving the Demised

Premises. In addition, Lessor agrees to record in the real property records of

East Baton Rouge Parish, the "Easements with Covenants and Restrictions

Affecting Land" attached hereto as Exhibit G. as an encumbrance and restriction

upon any outparcels adjacent to or fronting any of the Shopping Center and

return to Lessee an executed and recorded copy thereof.

The Shopping Center facility is shown on the plans marked Exhibit C. which

Lessor shall have sealed by a licensed architect or engineer. Such plans include

without limitation the location and size of all buildings to be constructed,

utilities, parking areas, tenants' delivery service areas and existing and final

site preparation grades for the Shopping Center. No improvements or alterations

which substantially vary from the approved plans may be made without the prior

written consent of Lessee. Lessor shall also furnish Lessee the soil test

analysis and parking lot paving design as set forth in Subparagraph B below.

Lessor warrants and guarantees that all work shall be performed in a good and

workmanlike manner and in conformance with the above-mentioned Construction

Plans and Specifications, all of which are subject to final acceptance and

approval by Lessee. Any building(s) constructed adjacent to the Demised Premises

shall be constructed and operated in a manner which shall preserve "Unlimited

Area Code Classification" of the Demised Premises and shall maintain the same

structural classification, site clearances, and sprinklered rating as the

Demised Premises.

B. Pre-construction Conference- Prior to Lessor's beginning

construction and pouring of the footings and foundation for the building located

upon the Demised Premises, Lessor will give Lessee at least two (2) weeks notice

of and arrange for a Pre-construction Conference to be held at the job site and

to be attended by Lessor, Lessee, the general contractor, and the job

superintendents. Prior to this Conference, which shall be held at least one week

before footings and foundations are to be installed. Lessor shall submit to

Lessee for approval a letter of certification for the parking lot paving design

from a licensed engineer, acceptable to Lessee based upon the soil borings

report. At the Pre-construction Conference, Lessor shall present the following

items to Lessee:

1. Copy of the Building Permit

2. Copies of the Driveway Entrance Permits

3. Copy of Satisfactory Soil Density Tests

4. Evidence of signed subcontracts

5. Copy of site plan, approved by all regulatory authorities for

the Parish of East Baton Rouge, Louisiana.

6. Copy of the Construction Schedule Bar Chart

7. A schedule showing when Lessor will submit to Lessee shop

drawings and equipment itemization for the following:

a. Structural steel and roof deck

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Coursey Blvd. Project

Baton Rouge, LA

Store No. 5328-00

b. Sprinkler system

c. Mill work

d. Storefront glass

e. Roofing material

f. Door hardware

g. Plumbing fixtures

h. Electrical switchgear and light fixtures

i. Facia metal

5. COMPLETION OF CONSTRUCTION: Lessor shall commence construction of the

Shopping Center including the Demised Premises on or before August 15, 2003, and

shall diligently proceed thereafter. If Lessor should fail to commence and be

diligently proceeding with construction of the Shopping Center, including the

Demised Premises, on or before August 15, 2003, Lessee shall have the right and

privilege to either (i) terminate this Lease and in such case Lessee shall have

no further obligation or liability of any kind or nature whatsoever, or (ii)

purchase the Shopping Center, including the Demised Premises, for two million

three hundred twenty four thousand nine hundred ninety seven dollars

($2,324,997.00) plus the amount of any construction work that has already been

performed by Lessor on the Shopping Center. The dollar value of the uncompleted

construction work on the Demised Premises and the dollar value of the completed

work on the Shopping Center, excluding the Demised Premises, shall be certified

by an architect or engineer of Wal-Mart's choosing and shall be binding on

Developer and Wal-Mart. All such certifications shall be based on the

Construction Plans. Should Lessee elect to purchase the Shopping Center,

including the Demised Premises, pursuant to this paragraph, such purchase shall

occur within sixty (60) days of Lessee's notifying Lessor of such election. The

words "commence construction" as used herein means the completion of foundations

of the building to be constructed upon the Shopping Center, including the

Demised Premises, in accordance with the Construction Plans and Specifications.

It is agreed by the parties that the timely possession of the Shopping Center,

including the Demised Premises, is a material inducement to Lessee's execution

of this Lease and that the date of completion of the Demised Premises according

to Construction Plans, and the completion of the Common Areas of the Shopping

Center, including the "future right-of-way" and the permitting and installation

of a fully operational traffic signal at the intersection of Coursey Boulevard,

Market Drive and the "future right-of-way", shall be no later than December 1,

2003, and is hereinafter referred to as the "Completion Date." If the Demised

Premises, the Common Areas of the Shopping Center, including the "future

right-of-way" and the permitting and installation of a fully operational traffic

signal, are not completed according to the Construction Plans and Specifications

by the Completion Date, Lessee shall have the option of either (a) terminating

this Lease and in such case Lessee shall have no further obligation or liability

of any kind or nature whatsoever; (b) purchasing the Shopping Center, including

the Demised Premises, in accordance with the terms and conditions set forth

earlier herein; or (c) establishing a new Completion Date which is agreeable to

Lessee and Lessor subject to the damages set forth herein. It is further

understood by both parties that the Shopping Center including the

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Coursey Blvd. Project

Baton Rouge, LA

Store No. 5323-00

Demised Premises may be completed earlier than the aforementioned date. Lessee

will accept a reasonably earlier possession date; however, in any event, Lessor

agrees to give Lessee ninety (90) days advance written notice ("Ninety Day

Notice") of the date upon which the Shopping Center including the Demised

Premises are to be completed. If the Shopping Center including the Demised

Premises (including the installation and operation of any and all signing which

includes Lessee's which is Lessor's responsibility) ate not completed according

to the Construction Plans and Specifications on the earlier of the Completion

Date or the date established by the Ninety (90) Day Notice, and in the event

Lessee does not elect to purchase the Shopping Center, then Lessor shall pay

Lessee liquidated damages in the amount of Five Thousand and No/100 Dollars

($5,000.00) per day beginning December 1, 2003, until said building and related

improvements are ready for possession. Such damages have been determined by

Lessor and Lessee to be reasonable and adequate to compensate Lessee for

Lessor's failure to deliver the Shopping Center including the Demised Premises

completed according to the Construction Plans and Specifications on the date

established by the ninety (90) day notice. Said damages may be deducted by

Lessee from Rent thereafter due to Lessor under this Lease.

For the purposes of this Paragraph 5, except, however, the provision

concerning delivery of possession after Lessor has given the Ninety (90) Day

Notice, the Lessor or any successor in interest shall not be considered in

breach of, or in default of, the obligations set forth herein in the event of

enforced delay in the performance of or inability to perform such obligations

due to acts of God, the public enemy, fires, floods, epidemics, quarantine

restrictions, and unusually severe weather ("Enforced Delay"); it being the

purpose and intent of this paragraph that in the event of the occurrence of any

such enforced delay, the time or times for performance of the obligations of

Lessor with respect to this Lease shall be extended for the period of the

enforced delay, provided, that the party seeking the benefit of the provisions

of this paragraph shall, with-in five (5) days after the beginning of any

enforced delay, have first notified the other party thereof in writing, and of

the cause or causes thereof, and requested an extension for the period of the

enforced delay. Should any Enforced Delay extend for a period of sixty (60)

consecutive days, the Lessee shall have the right to terminate this Agreement.

6. ACCEPTANCE OF LESSEE'S BUILDING: Upon delivery of possession of the

Demised Premises to Lessee, Lessor will complete and/or send to Lessee the

following:

a. Copy of the Roofing Warranty;

b. Certification by a licensed soils lab engineer in the state

where the project is located that all earthworks has been

constructed according to the contract documents;

c. Certification by a licensed testing lab engineer in the state

where the project is located that concrete has been placed in

accordance with the specifications;

d. Paving - copy of the boring log and plan showing location of

borings and Certification by a licensed testing lab engineer

in the state where the project is located that concrete and

asphalt paving has been placed according to the

specifications;

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Coursey Blvd. Project

Baton Rouge, LA

Store No. 5328-00

e. Certification from the sprinkler contractor that the sprinkler

system has been designed and installed according to the

contract documents and other applicable requirements;

f. Copies of HVAC warranties and Lessor's assignment of such

warranties to Lessee;

g. Final list of the General Contractor and all Subcontractors;

h. Maintenance Data Sheet (as shown in Exhibit D attached hereto

and made a part hereof) completed for the Demised Premises;

i. Wal-Mart Project Costs Sheet (as shown in Exhibit F attached

hereto and made a part hereof);

j. Certificates of insurance as required herein;

k. Completion of the Real Property Tax Guidelines attached hereto

as Exhibit E:

l. A copy of the permanent Occupancy Permit for the Demised

Premises;

m. Construction Completion Punchlist acknowledged as completed

and performed in its entirety by the Wal-Mart Store Manager or

Construction Manager for the Demised Premises;

n. A fully executed and properly recorded copy of Exhibit G:

o. A fully executed and properly recorded Short Form Lease as

provided in this Lease; and

p. An As-Built Topographic Survey certified by an engineer

licensed in the state where the Demised Premises are located

and in compliance with Exhibit C.

q. All governmental and regulatory approvals, including but not

limited to the certificate of occupancy, required prior to

Lessee's being able to open for business,

r. The resubdivision plat required to transfer title,

s. The permitting and installation of a fully operational traffic

signal at the intersection of Coursey Boulevard, Market Drive

and the "future right-of-way".

Fifteen (15) days before Lessee's building and related improvements

are to be completed, Lessee shall be permitted to enter the Demised Premises for

the purpose of storing and/or installing fixtures, equipment and merchandise and

preparing for opening of Lessee's business; provided, that such entry by Lessee

shall not hinder Lessor in completion of Lessee's building and related

improvements. Such entry by Lessee shall not constitute (i) acceptance of the

Demised Premises as being completed or (ii) the Commencement Date. In any event

Lessee shall have at least a total of sixty (60) days following Lessee's entry

to the Demised Premises to prepare for the opening of business in the Demised

Premises, unless Lessee elects to open its business earlier. In the event that

the Commencement Date is not the first day of a calendar month, Lessee shall, on

the first day of the calendar month immediately following the Commencement Date,

pay Lessor with the first full monthly payment of Rent an amount equal to the

pro rata portion of Rent for the number of days from the Commencement Date to

the end of such fractional month. Rent for any fractional month at the end of

the Lease Term shall also be prorated. Immediately after the Lease Term hereof

has been ascertained, the parties shall execute an amendment to this Lease

indicating the actual commencement and termination dates. After opening, Lessee

shall be obligated to pay only one-half (1/2) of the monthly installments of

Rent until Lessor has fully completed the Demised

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Coursey Blvd. Project

Baton Rouge, LA

Store No. 5328-00

Premises and related improvements according to the Construction Plans and

Specifications and has provided Lessee with (i) all the items (a) through (p)

above enumerated in this Paragraph 6, and (ii) a copy of the executed amendment

to this Lease indicating the actual commencement date and termination dates, as

referred to in this Paragraph 6. Upon satisfactory completion of the above

items, Lessee shall pay to Lessor a sum equal to any rentals withheld pursuant

to the above.

7. USE OF PREMISES: Lessor agrees that the Demised Premises may be used

for any lawful purpose. It is expressly agreed that nothing contained in this

Lease Agreement shall be construed to contain a covenant, either express or

implied, to either commence the operation of a business or thereafter

continuously operate a business in the Demised Premises. Lessor recognizes and

agrees that Lessee may, at Lessee's sole discretion and at any time during the

term of this Lease, cease the operation of its business in the Demised Premises;

and Lessor hereby waives any legal action for damages or for equitable relief

which might be available to Lessor because of such cessation of business

activity by Lessee.

8. EQUIPMENT. FIXTURES AND SIGNS: Lessee shall have the right to erect,

install, maintain and operate on the Demised Premises such equipment, fixtures

and signs as Lessee may deem advisable, subject to local ordinances. Lessee may

install its freestanding pylon sign at the location shown on Exhibit C. Lessor

agrees to include Lessee's freestanding pylon sign as a part of any submissions

or applications made on behalf of the Shopping Center and use its best efforts

to have such signage included in any permits or consents obtained by applicable

governmental authorities. It is understood that any -work of any kind made and

done under this Paragraph shall be made and done at Lessee's sole cost, and

Lessee agrees to indemnify and hold Lessor harmless from any and all mechanics'

liens that may be filed by reason thereof, in the event of the ultimate removal

of any personal property, equipment or fixtures, including signs, Lessee agrees

to repair any damage resulting therefrom.

9. MAINTENANCE BY LESSOR:

A. Lessor shall maintain the Demised Premises in good condition and

repair, including the replacement thereof, during the first year of Lessee's

occupancy. Lessor shall make any repair or replacement to the Demised Premises

resulting from defective materials and/or workmanship or construction not in

accordance with the aforementioned plans and specifications. If Lessor, within

fifteen (15) days after Lessee shall give written notice to Lessor, shall fail

to make the repairs or replacements required of Lessor herein, or in the event

of an emergency which, in the opinion of Lessee, renders such notice

impracticable, Lessee may, at its option, make the repairs or replacements, in

which event the Lessor covenants to reimburse Lessee for the cost thereof and

for ten percent (10%) of said cost for administration fees. If within fifteen

(15) days after Lessee has given such notice to Lessor, Lessor shall fail to

reimburse Lessee for the cost of such work and the administration fee, Lessee

may deduct such costs from Rent and/or any other sums then or thereafter due to

Lessor under this Lease. Notice shall be deemed given as provided hereinafter in

Paragraph 27.

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Coursey Blvd. Project

Baton Rouge, LA

Store No. 5328-00

B. Lessor further agrees to make all repairs to the Demised Premises

and to do all painting and decorating when such repairs and/or painting and

decorating are necessitated by the occurrence of perils actually covered by

Lessee's All-Risk hazard insurance or by the act or omissions of the Lessor or

anyone under its control, including but not limited to agents, servants or

invitees, or by the acts or omissions of any other tenants in the Shopping

Center.

C. Lessee may conduct a warranty walk through inspection prior to

its first full year of occupancy and provide to Lessor a list of any defects for

Lessor's repair pursuant to the one year construction warranty provided for in

Paragraph 9A and such items shall be repaired by Lessor prior to Lessee assuming

maintenance responsibility pursuant to Paragraph 10.

10. MAINTENANCE BY LESSEE: Subject to the obligation of Lessor pursuant to

Paragraph 9 during the Lease Term, Lessee, at its sole cost and expense shall

maintain the entire Demised Premises, including without limitation, repairing

and/or replacing HVAC system, thereof and other structural components of the

building, in good condition and repair throughout the term hereof, reasonable

wear and tear and the effects of time excepted. This work may be performed by

Lessee's employees or by others, at Lessee's discretion. Lessee shall maintain

the parking lot lights designated "W-M" on Exhibit C. Lessor agrees to assign or

cause its contractors to assign to Lessee all contractors' or subcontractors'

guarantees or warranties which relate to any construction work concerning which

Lessee shall have the obligation to make repairs. At the expiration of the Lease

or any renewal hereof, Lessee agrees to surrender promptly the Demised Premises

to Lessor in the same condition as when received, ordinary wear and tear,

effects of time and destruction by fire, the elements or other unavoidable

casualties excepted.

11. CARE OF PREMISES; During the Lease Term, Lessee agrees to keep the

Demised Premises in a reasonably neat and clean condition, shall refrain from

permitting any unreasonable nuisance or fire hazard therein, shall permit no

unlawful or immoral practice to be carried on within the Demised Premises within

its knowledge or consent by it or any person and shall at all times comply in

its occupancy and use of the Demised Premises with all city and county

ordinances and with all State and Federal laws and regulations relating thereto.

12. INSURANCE;

A. Beginning with the Effective Date hereof, and until the

Commencement Date of the Lease, Lessor shall procure and pay the premium for a

Comprehensive General Liability Policy of insurance in the amounts of Five

Million Dollars ($5,000,000.00) with respect to injuries to any one person, Five

Million Dollars ($5,000,000.00) with respect to any one accident, and Five

Million Dollars ($5,000,000.00) with respect to property damage to protect

Lessee and Lessor against liability for such injury to persons and such damage

upon find within the Demised Premises.

B. During the Lease Term Lessee shall procure and pay the premium

for liability insurance in the amounts of Five Million Dollars ($5,000,000.00)

with respect to injuries to any one person, Five Million Dollars ($5,000,000.00)

with respect to any one accident, and Five Million Dollars ($5,000,000.00) with

respect to property damage to protect Lessee and Lessor against liability for

such injury to persons and such damage upon and within the Demised Premises.

Notwithstanding anything to the contrary contained herein, as long as Lessee's

net worth shall exceed

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Coursey Blvd. Project

Baton Rouge, LA

Store No. 5328-00

One Hundred Million Dollars ($100,000,000.00), it shall have the right to

self-insure. In addition, during the Lease Term, Lessee agrees to carry All-Risk

hazard insurance on the Demised Premises for an amount providing coverage for

the full replacement cost of the Demised Premises. Said insurance policy shall

provide that it shall not be canceled except on thirty (30) days prior written

notice to Lessor. Notwithstanding anything to the contrary contained herein, as

long as Lessee's net worth shall exceed One Hundred Million Dollars

($100,000,000.00), it shall have the right to self-insure. In the event of

either partial or total destruction of the Demised Premises, as defined in

Paragraph 19 below, Lessee shall assign the proceeds of said insurance policy to

Lessor who shall use the proceeds pursuant to Paragraph 19 below. In the event

Lessee is self-insuring at the time of such casualty, Lessee shall provide funds

(in an amount not to exceed the amount that would have been provided if Lessee

had carried the "All Risk" Policy provided for in the Paragraph 12) to Lessor so

that Lessor can remedy any such loss. Lessee agrees upon written request, to

name Lessor and Lessor's mortgagee as additional insured parties under the

policies required by this Paragraph 12 and to deliver to said Lessor and

Lessor's mortgagee certificates evidencing such coverage

C. During the Lease Term, Lessor shall procure and pay the premium

for a Comprehensive General Liability Policy of insurance to in the amount of

Five Million Dollars ($5,000,000.00) with respect to injuries to any one person,

Five Million Dollars ($5,000,000.00) with respect to any one accident to protect

Lessee and Lessor against liability for such injury to persons upon the Shopping

Center, and Five Million Dollars ($5,000,000.00) with respect to property damage

to protect Lessee and Lessor against liability for such damage upon and within

the Shopping Center exclusive of the Demised Premises. Lessor agrees to carry

All-Risk hazard insurance on the Shopping Center exclusive of the Demised

Premises for an amount providing coverage for the full replacement cost of the

Shopping Center exclusive of the Demised Premises. Said insurance policy shall

provide that it shall not be canceled except on thirty (30) days prior written

notice to Lessee.

D. From the Effective Date through the earlier of the Commencement

Date of the Lease Term or the date Lessee accepts possession of the Demised

Premises, Lessor specifically agrees to defend, protect, hold harmless, and

indemnify Lessee against any and all responsibility, liability, loss, expense,

attorney's fees, court costs, costs of defense, and other costs of whatever kind

in connection with all suits, claims, demands, and actions asserted by anyone

and arising directly or indirectly out of any occurrence on or about the Demised

Premises, or out of Lessor's operations on, or about the Demised Premises, or

out of the ownership, or use of the Demised Premises.

13. ACCESS BY LESSOR: Lessor and its authorized representatives shall have

the right to enter the Demised Premises at all reasonable times to examine the

condition thereof and to make all necessary repairs required of Lessor under

this Lease, but such rights shall be exercised in a manner so as not to

interfere unreasonably with the business of Lessee. At any time within six (6)

months prior to the expiration of this Lease or any renewals hereof. Lessor,

with the express written permission of Lessee, may show the Demised Premises to

prospective purchasers or tenants, and within such period, with the express

written permission of Lessee, may attach to the building or erect on the Demised

Premises a notice advertising said property for sale or letting.

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14. UTILITIES AND WASTE DISPOSAL: Lessee agrees to pay for the following

utilities used by Lessee upon or within the Demised Premises from and after the

date of Lessee's entry to the Demised Premises, as provided in Paragraph 6, to

prepare for the opening of business: electricity, gas, water and sewer, provided

suitable meters are installed by Lessor to measure Lessee's consumption of same.

Lessee shall provide for the regular removal of all trash, rubbish and garbage

from the Demised Premises resulting from Lessee's activities on the Demised

Premises from and after the date of Lessee's entry to the Demised Premises, as

provided in Paragraph 6, to prepare for the opening of business.

15. CONDEMNATION: If the whole of the Demised Premises shall be taken or

condemned by any competent authority for any public use or purpose during the

Lease Term or any extension of the Lease Term, Lessee reserves the right to

prosecute its claim for an award based on its real property interest granted by

this agreement for such taking without impairing the rights of Lessor. After the

Effective Date hereof or during the Lease Term or any extension of the Lease

Term (i) should part of the Shopping Center be taken or condemned and the part

so taken includes the building, or any part thereof, on the Demised Premises, or

(ii) should the part so taken shall remove ten percent (10%) or more of the

parking area within the Demised Premises, or the part so taken shall remove from

the Shopping Center ten percent (10%) or more of the lineal front footage which

runs parallel to any adjacent street or the highway thereof, or (iii) should the

part so taken shall remove or separate fifteen percent (15%) of the total

parking area, or (iv) should the part so taken shall result in cutting off any

access from the Shopping Center to any adjacent public street or highway, then,

and in any such event, Lessee may elect to terminate this Lease as of the date

of the taking by such authority. Such notice of election to terminate shall be

given in writing to Lessor within ninety (90) days after official notice to

Lessee of the taking: In the event Lessee shall fail to exercise such option to

terminate this Lease, or if part of the Shopping Center shall be taken or

condemned under circumstances whereby Lessee does not have such option, then,

and in either such event, the rental for the balance of the term of this Lease

shall be abated and adjusted in an equitable manner.

16. DEFAULT CLAUSE:

A. If default shall at any time be made by Lessee in the payment of

the Rent reserved herein or any installment thereof for more than ten (10) days

after Lessee's receipt of written notice of such default by the Lessor, or if

Lessee shall default in the performance of any other covenant, agreement,

condition, rule or regulation herein obligating Lessee and such default shall

continue for thirty (30) days after Lessee's receipt of written notice of such

default by Lessor, (or if the default cannot be cured within such thirty (30)

day period, if Lessee shall not within such 30-day period commence such cure and

thereafter diligently pursue same to its completion), Lessor shall thereafter

have the right to reenter or repossess the Demised Premises, either by force,

summary proceedings, surrender or otherwise, and dispossess and remove therefrom

Lessee or other occupants thereof and their effects without any liability

therefor. In such case, Lessor shall use reasonable efforts to relet the Demised

Premises or any part thereof at the highest rental rate reasonably attainable as

the agent of Lessee, with Lessee remaining liable to pay Lessor Rent and other

charges reserved herein for the balance of the term, less the actual rental

received for the Demised Premises for the same period; or Lessor at its

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Store No. 5328-00

option may terminate this Lease, thereby releasing Lessee from any further

liabilities hereunder. Should the actual rental received for the Demised

Premises be less than the Rent, Lessee shall pay such deficiency on a monthly

basis. In no event shall Lessor be entitled to accelerate the payment of rent.

The remedy provided herein for the breach of any obligation shall be exclusive,

with the exception that Lessor may bring an action for any Rent which has

accrued and is otherwise delinquent. Consequential damages are not recoverable.

B. If Lessor shall fail to pay any taxes, assessments, mortgage

interest or amortization, or any other charges accruing against the Demised

Premises, or fail to perform any of the conditions or covenants hereof on its

part to be performed, Lessee may give written notice of such default to Lessor,

and if Lessor shall not within thirty (30) days thereafter cure such default (or

if the default cannot be cured within thirty (30) days, if Lessor shall not

within such period commence such cure and thereafter diligently complete the

same), then Lessee shall have the right, at its option, to cure such default,

and the amount expended by it therefor and a reasonable charge for

administrative expenses may be deducted by Lessee from the rents thereafter to

become due. Lessee shall, upon request, submit to Lessor receipted bills showing

payment of all the aforesaid items. It is further provided, however, that in the

event of urgent situations which are Lessor's responsibility to remedy pursuant

to Paragraph 9(A) which shall include but not be limited to defects and failures

in the sprinkler systems, Lessee shall immediately notify Lessor or its duly

appointed agent, orally, by telecopy or by Federal Express or similar overnight

delivery service, and upon the failure of Lessor to correct promptly or take

necessary steps to correct such urgency, then Lessee shall have the right to

correct the same and be reimbursed as hereinabove provided. In the event the

Demised Premises shall be rendered untenable by reason of Lessor's failure to

perform any obligation described herein, including without limitation Lessor's

failure to make repair, all rental due hereunder shall wholly abate until Lessor

shall have satisfactorily performed such obligation. Alternatively, Lessee shall

have the right to perform such obligations at the expense of Lessor as

hereinabove provided.

17. ASSIGNMENT AND SUBLETTING: Lessee shall have the right at any time,

without the Lessor's consent, to sublet the Demised Premises or any part thereof

or to assign this Lease and the assignee or subtenant may use the premises for

any lawful purpose. In (he event of an assignment or subletting, any reference

in this Lease Agreement to Lessee will be interpreted to include such assignee

or subtenant; provided, that no such subletting or assignment shall relieve

Lessee of any of its financial obligations hereunder. Each sublease or

assignment shall provide that it is subject and subordinate to the rights of

Lessor under this Lease and to any renewal, amendment or modification thereof,

to the rights of any first mortgage to which this Lease is subject or

subordinate and to all renewals, modifications, consolidations and extensions

thereof. The provisions for such subordination shall be self-operative so that

no further instrument of subordination need be required by any mortgagee. Lessor

agrees that the continued enforceability of the subordination agreement by

Lessor or its mortgagee shall be conditioned upon Lessee being in possession of

a valid non-disturbance agreement executed by all present and any future

mortgagees in the form attached as Exhibit I regarding the Lease and, if

applicable, any Easement, Covenant and Restriction Agreement and/or Joint

Development Agreement

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affecting the Demised Premises. Any assignee or sublessee shall have the right

to request from Lessor, and Lessor shall be required to deliver if requested, a

Non-Disturbance Agreement.

18. MUTUAL WAIVER OF SUBROGATION: Lessor and Lessee each hereby releases

the other and its respective employees, agents and every person claiming by,

through or under either of them, from any and all liability or responsibility

(to them or anyone claiming by, through or under them by way of subrogation or

otherwise) for any loss or damage to any property (real or personal) caused by

fire or any other insured peril covered by any insurance policies for the

benefit of either party, even if such, loss or damage shall have been caused by

the fault or negligence of the other party, its employees or agents, or such

other tenant or any employee or agent thereof.

19. FIRE CLAUSE: The term "Total Destruction" of the Demised Premises as

used in this section is defined as damage to or destruction of the Demised

Premises by fire or other causes covered by the All-Risk insurance referred to

in Paragraph 12 to the extent that the cost of repair or reconstruction will

exceed fifty percent (50%) of the cost of rebuilding or reconstructing the

Demised Premises at the lime of such disaster. The term "Partial Destruction" of

-the Demised Premises as used in this section is defined as such damage to the

extent that the cost of repair or reconstruction will be less than fifty percent

(50%) of the cost of rebuilding or reconstructing the Demised Premises at the

time of such disaster.

A. In the event of Total Destruction of the Demised Premises during the

first seventeen (17) years of the original term, or in the event of Partial

Destruction of the Demised Premises at any time during the term of this Lease,

Lessor shall promptly rebuild or restore the Demised Premises to as nearly as

possible its condition immediately prior to such destruction or damage, such

work to be commenced within sixty (60) days from the time of disaster and

thereafter to be prosecuted with due diligence until such rebuilding or

restoration is completed.

B. In the event of Total Destruction of the Demised Premises during the

last thirty-six (36) months of the original term, or during any of the renewal

terms, Lessee shall have the option, in addition to any rights under Paragraph

26 hereof, of extending this Lease under the same terms and conditions as those

herein expressed for an additional term of eight (8) years from the time of the

completion and acceptance of the reconstructed Demised Premises, such option to

be exercised by Lessee's giving written notice to Lessor within thirty (30) days

after date of casualty. Should Lessee exercise such option, Lessor shall, within

sixty (60) days from receipt of written notice, commence the work of

reconstructing the Demised Premises and thereafter shall prosecute said work

with reasonable diligence until the Demised Premises has been reconstructed to

as nearly as possible its condition immediately prior to the casualty. Should

Lessee fail to exercise such option within the time aforesaid, then this Lease

shall terminate.

C. Should Lessor be prevented from commencing the rebuilding or

restoration of the Demised Premises within the dates above provided, or if,

after such commencement, Lessor should be prevented from performing said work

because of delays beyond Lessor's control, the period of such delays shall not

be counted in computing the dates hereinabove provided for the commencement

and/or completion of the rebuilding or restoration of the Demised Premises.

Notwithstanding the Foregoing, if, for any reason, Lessor should fail to

commence and be diligently

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Coursey Blvd. Project

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Store No. 5328-00

performing the work of rebuilding or restoration within one hundred fifty-one

(151) days from the date of the casualty, Lessee shall have the option of

terminating this Lease by giving written notice to Lessor within thirty (30)

days after the expiration of the one hundred fifty-one (151) day period.

D. All Rent shall be abated during the period the Demised Premises

is damaged and untenable and for a period of thirty (30) days after the date

reconstruction is completed, or until the date upon which Lessee shall reopen

for business, whichever is earlier.

E. In the event of Partial Destruction of the Demised Premises,

during the period the Demised Premises is damaged and/or undergoing restoration,

all rental shall abate unless Lessee chooses to occupy a portion of the Demised

Premises, in which event Lessee shall pay rental in such proportion to the

entire rental herein reserved as the area in the Demised Premises occupied by

Lessee bears to the total space in the Demised Premises.

F. In the event of termination of this Lease, any unearned Rent paid

by Lessee shall be prorated and refunded to Lessee.

20. TAXES: Lessee agrees to pay all real estate taxes and special

assessments which are assessed against the Demised Premises during the Lease

Term or any extension or renewal hereof, provided that:

A. In the event the local taxing authority will not permit a

separate tax plat, Lessor agrees to pay all such taxes and special assessments

upon receipt of the bill. Lessor shall provide a copy of the bill accompanied by

a copy of the paid receipt from the taxing authority to Lessee no later than

thirty (30) days from the date, said bill is due for payment without penalty.

Within sixty (60) days after Lessor's delivery to Lessee of paid receipts,

Lessee shall reimburse Lessor for Lessee's share of such taxes and assessments,

based upon the acreage contained in the "Wal-Mart Tax Plat Area" as the

numerator and the denominator shall be the total acreage being assessed for that

tax bill or assessments. In no event shall Lessee he responsible for payment of

any late charges or penalties for the non-payment of said bills by Lessor.

B. In the event that Lessor fails to pay said bill, Lessee may pay

the bill and thereafter shall have the right to deduct Lessor's share, all late

charges and penalties from the monthly rent then next due.

C. If, during the term of this Lease, Lessor receives notification

of a change in assessment of the Demised Premises, Lessor agrees to provide a

copy of said notice to Lessee within fifteen (15) days of Lessor's receipt of

said notification, to allow Lessee the right to protest any increase in

assessment. Lessor shall cooperate with Lessee including the signing of any and

all documents reasonably requested by Lessee for the prosecution of any protest.

In the event that Lessor fails to provide a copy of said notification, and the

assessed value is increased, resulting in an increase in taxes or special

assessments, Lessor agrees to pay said increase in taxes or special assessments

for each and every bill received reflective of said increase, until such time as

the Demised Premises is re-assessed and notification of same is provided to the

Lessee within fifteen (15) days from Lessor's receipt of same. Lessee agrees to

cooperate with Lessor in filing any protest of such increase in assessment at

the next opportunity. It is the intention to allow Lessee the ability to protest

any increase in assessment which would result in an increase in the taxes or

special assessments Lessee is

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Coursey Blvd. Project

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Store No. 5328-00

responsible for paying. If Lessor fails to provide any notifications of changes

in assessment, Lessee shall not be responsible for any increase in taxes or

special assessments as a result of Lessee not being notified.

D. Lessor shall notify Lessee and all applicable taxing authorities

of any transfer of all of or a part of the ownership of the Demised Premises.

The notice shall be delivered in writing to Lessee and all applicable taxing

authorities within fifteen (15) days from the effective date of the transfer and

shall include any change or modification of the address of the Lessor. Lessee

shall not be responsible for any damages, late charges or penalties as a result

of Lessee or the applicable taxing authorities not being notified within the

time frame set forth herein.

21. LESSEE'S FIXTURES. EQUIPMENT AND GOODS: Any and all fixtures,

equipment and goods installed by Lessee shall be and remain the property of

Lessee, and Lessee may, at any time, remove any and all fixtures, equipment and

goods installed by it in, on or about the Demised Premises; provided, that

Lessee shall promptly repair any damage or injury to the Demised Premises caused

by such removal. Any fixtures and equipment furnished by Lessor shall remain the

property of Lessor and shall not be removed by Lessee unless Lessee purchases

said equipment and fixtures from Lessor.

22. ALTERATIONS. IMPROVEMENTS. OR STOCKROOM ADDITIONS; Lessee or any of

its assignees or subtenants shall have the right to make any alterations,

improvements, or stockroom additions to the Demised Premises for the purpose of

its business or the business of its assignees or subtenants; provided, that such

alterations, improvements, or stockroom additions shall be made in accordance

with the requirements of local ordinances and public authorities having

jurisdiction thereover, and further provided that the value of the Shopping

Center shall not be diminished thereby. In making such alterations,

improvements, or stockroom additions, Lessee may salvage any material or

equipment which shall be removed or replaced. Furthermore, Lessor will permit

Lessee to enter any other building of the Shopping Center which is within sixty

(60) feet of the nearest exterior wall of the Demised Premises and will secure

for Lessee such permission from other tenants of the building, if any, for such

work as may be necessary in connection with the alterations, improvements, or

stockroom additions to the Demised Premises. Lessor agrees to sign promptly

applications, permits or consents which may be required by public authorities in

connection with such alterations, improvements, or stockroom additions to the

Demised Premises and requested by Lessee, its assignees or subtenants. Lessee

agrees to keep the Demised Premises free of liens for labor or materials

supplied as a result of any alterations, improvements or stockroom additions in

accordance with Paragraph 31 herein.

23. COVENANT OF TITLE AND QUIET ENJOYMENT: Lessor represents and warrants

that Lessor owns the Shopping Center, including the Demised Premises, and the

access and parking areas being a part thereof, in fee simple absolute, free and

clear of alt encumbrances, except (i) such mortgages or deed of trust that

Lessor may place on the Demised Premises for the purpose of financing the

acquisition thereof and (ii) such encumbrances that do not interfere with

Lessee's rights under this Lease or Lessee's use of the Demised Premises; that

the Demised Premises is and shall be subject to no leases, easements, covenants,

restrictions or the like which in any manner prevent or restrict Lessee's use of

the Demised Premises for any lawful purpose or which would interfere with the

construction of the

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Store No. 5328-00

Addition, as described in Paragraph 31 below; that the real property

constituting the Shopping Center contains no hazardous wastes, toxic materials,

asbestos or environmental pollutants. The person(s) executing this Lease on

behalf of Lessor represent and warrant that they are the only person(s) required

to execute this Lease in order to bind Lessor and that Lessor has the full right

and lawful authority to enter into this Lease for the Lease Term; and that, if

Lessee is not in default herein, Lessee's quiet and peaceable enjoyment of the

Demised Premises during the term of this Lease or any extensions hereof shall

not be disturbed or interfered with by anyone and Lessee shall enjoy all of the

rights herein granted without any hindrance, molestation or interference by any

person and Lessor shall indemnify and hold Lessee harmless from and against any

claim, action, losses, costs, expenses, liabilities and judgments arising in

connection with the breach of any of the foregoing representations and

warranties.

24. TITLE INSURANCE

A. Upon execution of this Lease Lessor shall order from a reputable

and national title insurance corporation (the "Title Company"), for delivery to

Lessee within twenty (20) days of the dale of this Lease, (i) a commitment for a

policy of leasehold title insurance (the "Commitment") setting forth the state

of title to the Demised Premises and all exceptions thereto, including, without

limitation, rights-of-way, easements, restrictions, reservations, covenants,

liens, encumbrances, leases, estates and any other conditions affecting the

Demised Premises which would appear in a policy of leasehold title insurance, if

issued, and (if) a copy of any instrument creating an exception to title. Lessee

may advise Lessor of any unacceptable exceptions in the Commitment, and Lessor

may undertake to eliminate or modify such unacceptable exceptions to Lessee's

reasonable satisfaction. If Lessor does not eliminate or modify such

unacceptable exceptions within thirty (30) days after being advised of same,

Lessee may terminate this Lease by notice to Lessor, in which event neither

party hereto shall have any further obligations to the other hereunder. Failure

of Lessee to object to any exceptions in the Commitment shall not constitute a

waiver of any of Lessee's rights under any other sections of this Lease.

B. Within ninety (90) days of the date hereof, Lessor, at Lessor's

sole cost and expense, shall procure an ALTA Form B policy of leasehold title

insurance (the "Title Policy") insuring the leasehold estate to the Demised

Premises to Lessee and Lessee's right under this Lease with respect to the use

of the Common Areas thereby insuring Lessee against loss or damage by reason of

defects in title to the Demised Premises, easements, restrictions, reservations,

leases, liens, encumbrances, covenants and the like, said policy to be in an

amount not less than the anticipated cost of the improvements to be constructed

on the Wal-Mart Tax Plat Area. If Lessor fails to pay for the Title Policy and

as a result of such failure the Title Policy is not issued within the time

specified above, Lessee shall have the right, at its option, to pay the cost of

the Title Policy and deduct the amount of said cost from the next due payment(s)

of rent.

25. RIGH