AGREEMENT OF LEASE

Lease Agreement

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Title: AGREEMENT OF LEASE
Governing Law: Virginia Date: 10/11/2005
Industry: Business Services Sector: Services

AGREEMENT OF LEASE, Parties: startek inc

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Exhibit 10.62

AGREEMENT OF LEASE

This Lease Agreement made on October 5, 2005 by and between South Crater Square

Associates, LLC ("Landlord"), and Star Tek USA, Inc. ("Tenant").

WITNESSETH:

That in consideration of the mutual covenants and agreements herein contained,

it is agreed by and between Landlord and Tenant as follows:

BASIC LEASE SECTION 1. This Section 1 is an integral part of this

PROVISIONS lease and all of the terms hereof incorporated into

this lease in all respects. In addition to the other

provisions which are elsewhere defined in this lease,

the following, whenever used in this lease shall have

the meaning set forth in this Section, and only such

meaning unless such meanings are expressly

contradicted, limited or expanded elsewhere herein:

(a) DATE OF LEASE: October 5, 2005

(b)(1) Landlord's Overnight (2) Landlord's Address

Delivery Address: For Rental Payment:

South Crater Square Associates, LLC South Crater Square Associates, LLC

c/o Weinstein Management Co., Inc. c/o Weinstein Management Co., Inc.

3951-A Stillman Parkway P.O. Box 31335

Glen Allen, VA 23060 Richmond, VA 23294

Star Tek

44 Cook Street

Denver, CO 80206

Attention: Mr. Grant Lomas

(d) Security Deposit (Sec. 53): None.

(e) Tenant's Trade Name: Star Tek USA

(f) Leased Premises (Sec. 2): Unit number 5-A as

shown on Exhibit A, with approximately 39,600

square feet.

(g) Lease Term ("term" or "term of this lease")

(Sec. 4): Seven (7) years and nine (9)

months.

(h) Fixed Rent (Sec. 6): $5.25 per square foot,

which is $207,900 per annum, payable in equal

monthly installments, in advance at the rate

of $17,325 per month.

(i) Annual rent escalation: None.

(j) Permitted Use (Sec. 22): General office, call

center and any other legally permitted use.

Exclusive use: See Section 22.

(k) Estimated Tax Charge (Sec. 12): $13,188.00

per annum, payable in equal installments, in

advance, at the rate of $1,099.00 per month,

subject to annual adjustments. This charge is

based on 39,600 square feet or approximately

46.59% of the total Taxes, as defined in

Section 12, computed and payable monthly, in

advance.

(l) Estimated Insurance Charge (Sec. 12):

$5,688.00 per annum, payable in equal

installments, in advance, at the rate of

$474.00 per month, subject to annual

adjustments. This charge is based on 39,600

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square feet or approximately 46.59% of the

total insurance charge, as defined in Section

12, computed and payable monthly, in advance.

(m) Estimated Common Area Charge (Sec. 34):

$16,800.00 per annum payable in equal

installments, in advance, at the rate of

$1,400.00 per month, subject to annual

adjustment. This charge is based on 39,600

square feet or approximately 46.59% of the

total Operating Costs, as defined in Section

34, computed and payable monthly, in advance.

(n) Estimate Water/Sewer charge (Sec. 47):

$1,032.00 per annum payable in equal

installments, in advance, at the rate of

$86.00 per month, subject to annual

adjustment. This charge is based on 39,600

square feet or approximately 46.59% of the

total operating costs for such utilities for

the Shopping Center, computed and payable

monthly, in advance.

(o) Exhibits: The Exhibits attached to this lease

are hereby incorporated in and made a part of

this lease.

EXHIBIT A: Leased Premises

EXHIBIT B: Shopping Center Plan

EXHIBIT C: Landlord's Work - Vanilla Shell

EXHIBIT D: Form of Subordination Attornment and

Non-Disturbance Agreement

Fixed Rent, Common Area charge, taxes and

insurance will abate in full for the first

nine (9) full months of the term.

PREMISES AND SECTION 2. That in consideration of the rents and

IMPROVEMENTS covenants herein set forth, Landlord hereby leases to

Tenant, and Tenant rents from Landlord, the premises

containing approximately 39,600 square feet,

(hereinafter called the "Leased Premises"), as shown as

unit number 5-A outlined on a drawing identified by the

parties as "Exhibit A", a copy of which is attached

hereto and made a part hereof, and located in the

Shopping Center known as Pinehill Plaza Shopping Center

(hereinafter called the "Shopping Center"), a diagram

of which is shown as "Exhibit B" attached hereto and

made a part hereof. The exact dimensions of the Leased

Premises are subject to final measurement and

verification by an architect acceptable to Landlord and

Tenant. If the area of the Premises is different from

39,600 square feet or if the Shopping Center is ever

enlarged, the amounts based on their areas will be

changed. Landlord represents and warrants to Tenant

that the Premises may lawfully be used by Tenant for

the Permitted Use described in Section 1, and if there

is no agreement affecting Landlord or the Shopping

Center or any part of it, that limits or affects that

use, Landlord represents and warrants that on the date

on which it completes its improvement of the Premises,

the Premises will comply fully with all federal, state,

and local laws, including without limitation laws

related to Hazardous Materials described in Section 58

and ADA described in Section 59.

TITLE; SUBORDINATION SECTION 3. Landlord hereby warrants that Landlord and

no other person or corporation has the right to lease

the premises demised. During the term hereof and as

long as Tenant is not in default hereunder, Tenant

shall have peaceful and quiet use and possession of the

Leased Premises without hindrance on the part of

Landlord or anyone claiming by, through or under

Landlord, and Landlord shall warrant and defend Tenant

in such peaceful and quiet use and possession against

the claims of all persons, claiming by, through or

under Landlord. However, Tenant's rights under this

Lease Agreement may at the sole option of the Landlord

be subordinated to the operation and effect of any

mortgage, deed of trust or other similar security

instrument now or hereafter placed upon the Shopping

Center, or any part or parts thereof, by Landlord, so

long as Tenant and the holder of such instrument enter

into a subordination, non-disturbance and attornment

agreement in form and substance acceptable to Tenant

(an "SNDA").

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Tenant agrees that upon the request of Landlord it will

subordinate this lease to the lien of any present or

future mortgage, deed of trust or similar security

instrument upon the demised premises or the Shopping

Center, irrespective of the time of execution or time

of recording of any such security instrument and agrees

to execute, acknowledge and deliver all instruments

deemed by Landlord necessary or desirable to give

effect to or notice of such subordination, so long as

Tenant and the holder of such instrument enter into a

subordination, non-disturbance and attornment agreement

in form and substance acceptable to Tenant (an "SNDA").

Tenant also agrees that if it shall fail at any time to

execute, acknowledge or deliver any such instrument

requested by Landlord, Landlord may, in addition to any

other remedies available to it, execute, acknowledge

and deliver such instrument as the attorney in fact of

Tenant, in Tenant's name. The word "mortgage" as used

herein includes mortgages, deed of trust, other similar

security instruments and modifications, consolidations,

extensions, renewals, replacements and substitutes

thereof. Tenant agrees that the form of SNDA attached

hereto as Exhibit D is an SNDA acceptable in form and

substance to Tenant.

Within thirty (30) days of execution of the Lease

Agreement, Landlord shall deliver to Tenant a

reasonably acceptable non-disturbance agreement

executed by its mortgagee.

TERM SECTION 4. The term of this lease shall commence on the

earlier of (a) the date on which Tenant's improvements

to the Leased Premises are substantially complete or

(b) one-hundred and twenty (120) days after the date of

execution of this lease. The lease term shall be for a

period of seven (7) years and nine (9) months plus the

part of a month, if any, from the date of commencement

of the term to the first day of the first full calendar

month in the term. Each of the parties hereto agrees,

upon demand of the other, to execute a declaration in

recordable form expressing the commencement and

termination dates of the term as soon as the

commencement date has been determined.

Renewal Option. Provided Tenant is not in default under

any of the terms and provisions of this Lease after the

giving of notice and the passage of any required cure

periods or the Tenant is otherwise endeavoring in good

faith to cure such default, Tenant shall have one (1)

renewal option period of five (5) years. All terms and

conditions of this Lease shall remain in full force and

effect during the renewal option period, except for the

payment of Fixed Rent, which shall be $6.00 per square

foot per year. To exercise the option period, Tenant

shall deliver to Landlord written notice one hundred

eighty (180) days prior to the expiration of the term

of its intent to exercise its option to renew this

Lease. Absent such timely delivery of notice to

exercise an option period, this Lease shall terminate

automatically without further notice or action upon the

expiration of the then current term.

TERMINATION SECTION 5. This lease and the tenancy hereby created

shall cease and terminate at the end of the original

term hereof, or any extension or renewal thereof,

without the necessity of any notice from either

Landlord or Tenant to terminate the same, and Tenant

hereby waives notice to vacate the premises and agrees

that Landlord shall be entitled to the benefit of all

provisions of law respecting the summary recovery of

possession of premises from a tenant holding over to

the same extent as if statutory notice had been given.

For the period of six (6) months prior to the

expiration of the original term of this lease or any

renewal or extension thereof, Landlord shall have the

right to display on the exterior of the premises (but

not in any window or doorway thereof) the customary

sign "For Rent," and during such period Landlord may

show the premises and all parts thereof to prospective

tenants between the hours of 9:00 A.M. and 5:00 P.M. on

any day during which Tenant shall be open for business,

with the consent of the tenant as long as consent is

not unreasonably withheld.

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RENTALS PAYABLE SECTION 6. Tenant covenants and agrees to pay Landlord,

as Fixed Rent for the Leased Premises, the sum of $5.25

per square foot per year. Fixed Rent, Common Area

charge, taxes and insurance will abate in full for the

first nine (9) full months of the term.

Fixed Rent SECTION 7. The Fixed Rent shall be payable, without

previous demand and without any setoffs or deductions

whatsoever except as provided in this lease, in equal

monthly installments in advance on the first day of

each calendar month during the term, the first such

payment to include any prorated Fixed Rent for the

period from the date of the commencement of the term to

the first day of the first full calendar month in the

term.

SECTION 8. INTENTIONALLY OMITTED.

"RENTAL YEAR" DEFINED SECTION 9. The first "rental year" shall commence on

the first day of the term and shall end at the close of

the last day of the twelfth full calendar month

following thereafter; thereafter the rental year shall

consist of periods of twelve full calendar months or,

at the end of the term, the portion of such twelve

calendar months included in the term.

SECTION 10. INTENTIONALLY OMITTED.

SECTION 11. INTENTIONALLY OMITTED.

TAXES AND INSURANCE SECTION 12. Throughout the term of this lease, Tenant

agrees to pay to Landlord, as additional rental each

Rental Year, a pro rata share of the following

expenses, which pro rate shall be computed by

multiplying such expenses by a fraction having as its

numerator the Floor Area of the Demised Premises and as

its denominator the Floor Area of all the enclosed

areas of the Shopping Center available for exclusive

use and occupancy by Tenants of the Shopping Center,

whether or not open for business.

(i) All real estate taxes and assessments of every kind

or nature which are now or may hereafter be imposed or

assessed upon the Demised Premises or the Shopping

Center provided, however, that nothing contained in

this Section shall be construed to obligate Tenant to

pay any inheritance, estate, succession, transfer,

gift, or corporation tax that is or may be imposed upon

Landlord.

(ii) All taxes or excises on rent or any other tax,

levy or charge however described levied against the

Landlord by the Federal Government, the State of

Virginia or any political subdivision of the State of

Virginia on account of rentals or other charges payable

to Landlord hereunder or based upon the parking

facilities and/or the number of parking spaces provided

by the Landlord hereunder or based upon the parking

facilities and/or the number of parking spaces provided

by the Landlord in the Shopping Center.

(iii) The cost to Landlord of insurance obtained by

Landlord pursuant to Sections 34 and 38 hereof;

provided, however, that in no event shall the Tenant be

required to pay any portion of such taxes or insurance

covering a taxable or insured period ending prior to

the delivery of the Demised Premises to the Tenant and

such payment is further abated according to Section 1.

Such additional rent for the partial Rental Year of the

term hereby shall be prorated per diem. Landlord shall

submit to Tenant annually a written statement setting

forth the amount of such expenses and showing in

reasonable detail the manner in which they have been

computed.

The charges to Tenant under this Section shall be

computed on a basis of twelve (12) consecutive calendar

months commencing and ending on such dates as may be

designated by Landlord and shall be paid by Tenant in

monthly installments on the first day of each calendar

month in an amount as

<PAGE>

set forth in Section 1, as adjusted to actual expenses

per the terms of this Lease. Landlord shall make

available for Tenant's inspection during normal

business hours at the office of the Landlord,

Landlord's records relating to the taxes and insurance

for such preceding period. On Tenant's request,

Landlord shall provide Tenant with supporting

documentation for any element of taxes or insurance

passed through to Tenant under this Section.

Within sixty (60) days after the end of each Rental

Year, or such other twelve (12) month period designated

by Landlord, Landlord shall submit to Tenant a written

statement setting forth the amount of such expenses and

showing in reasonable detail the manner in which they

have been computed and the calculation of Tenant's

prorata share. Within thirty (30) days after receipt of

such statement, there shall be an adjustment between

Landlord and Tenant with payment to or repayment by

Landlord as the case may require. In the event any

repayment is due to Tenant, then Tenant may take a

credit on Tenant's next succeeding monthly installment.

At the time the aforementioned annual adjustment is

made, Tenant's subsequent monthly tax or insurance

contributions shall be adjusted so that each monthly

installment equals one-twelfth of Tenant's adjusted

annualized contribution.

SECTION 13. INTENTIONALLY OMITTED.

ADDITIONAL RENTALS SECTION 14. Tenant will promptly pay all rentals herein

prescribed when and as the same shall become due and

payable. If Landlord shall pay any monies, or incur any

expenses in correction of the violation of covenants

herein set forth, the amount so paid or incurred shall,

at Landlord's option, and on notice to Tenant, be

considered additional rentals payable by Tenant with

the first installment of rental thereafter to become

due and payable, and may be collected or enforced as

provided by law in respect of rentals.

PAYMENTS AT OFFICE OF SECTION 15. All rentals payable and all statements

LANDLORD delivered by Tenant to Landlord under this Agreement

shall be paid and delivered to South Crater Square

Associates, LLC, c/o Weinstein Management Co., Inc.,

P.O. Box 31335, Richmond, VA 23294, or to such other

address as Landlord may direct by written notice.

NOT A JOINT VENTURE SECTION 16. Any intention to create a joint venture or

partnership relationship between the parties hereto is

hereby expressly disclaimed.

IMPROVEMENTS SECTION 17. Prior to commencement of the term, Landlord

agrees to provide, at its expense, the Improvements to

the Leased Premises substantially in accordance with

the general description of the improvements to be

provided by Landlord as set forth in "Exhibit C"

hereto. Any other improvements to the Leased Premises

shall be provided by Tenant at its sole expense.

Landlord and Tenant are each responsible for obtaining

plans and bids for the work for which each is

responsible for performing. Landlord and Tenant shall

agree on one contractor to perform both Landlord's and

Tenant's work. Landlord and Tenant shall establish a

mutually agreeable construction schedule and completion

date for all improvements to the Leased Premises.

Tenant shall execute a contract with the contractor,

monitor the construction progress, maintain a log of

changes and execute change orders approved by Landlord

(if the change order relates to Landlord's work) and

prepare a punchlist a substantial completion.

DRIVEWAYS AND PARKING SECTION 18. Landlord agrees to provide hard surfaced

AREAS parking areas with adequate drainage and lighting

facilities, including footways and necessary access

roads within the Shopping Center. Landlord represents

that there are at least 320 non-reserved parking spaces

in the parking lot for the Shopping Center that are

available for use.

SECTION 19. On or before the commencement of the Term,

Tenant will

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substantially complete and fixture the Leased Premises.

Tenant shall obtain the prior written approval of

Landlord to all plans and specifications for work upon

the Leased Premises whether interior, exterior,

structural, mechanical, electrical or otherwise. Once

construction plans and specifications shall have been

submitted to and approved in writing by Landlord,

Tenant must construct its improvements in strict

conformity therewith. If, during the course of

construction, Tenant desires any changes in the

approved plans or specifications, such changes must

also first be submitted to and approved by Landlord.

All Tenant's work, as herein provided, shall be done at

the sole cost and expense of Tenant, in accordance with

all applicable laws and governmental regulations.

Furthermore, Tenant shall obtain and furnish

satisfactory evidence of such builder's risk, and other

usual and customary insurance policies, or such

policies as Landlord or Landlord's mortgage lender may

require throughout the period of Tenant's construction,

which policies shall be in form, content, and with such

limits as Landlord and/or Landlord's mortgage lender

may require. Said policies shall name Landlord,

Landlord's mortgage lender, and Landlord's Agent as

additional named insureds, as their respective

interests may appear.

Tenant hereby indemnifies and saves Landlord, its

Partners and agent harmless from and against any and

all manner of claims for liens, wages, or materials, or

for damages to persons or property caused during the

making of or in connection with said building

construction, including but not by way of limitation,

mechanics' liens claims, which latter claims Tenant

shall bond off within ten (10) business days.

UNAVOIDABLE DELAYS SECTION 20. The obligations of the Landlord and of

Tenant, respectively, under Sections 4, 17, 18, and 19

hereof, are subject to unavoidable delays due to labor

disputes, acts of God or the public enemy, governmental

regulations or controls, fire or other casualties or

other conditions or causes beyond the reasonable

control of the parties.

TRADE FIXTURES SECTION 21. All trade fixtures and apparatus installed

by Tenant in the Leased Premises except such as may be

the property of Landlord shall remain the property of

the Tenant and shall be removable from time to time and

also at the expiration of the term of this lease or any

renewal or extension thereof, or other termination

thereof, provided Tenant shall not at such time be in

default under any covenant or agreement contained in

this Agreement; otherwise Landlord shall have a lien on

said fixtures or apparatus as security against loss and

damage resulting from defaults by Tenant. Tenant shall

repair and restore the Leased Premises following the

removal or replacement of its trade fixtures whether

during or at the termination of this lease.

USE OF PREMISES SECTION 22. The Leased Premises shall be used by tenant

solely for the purpose of conducting therein the

business as set forth in Section 1.

Exclusive use: During the initial lease term and any

extensions, Landlord agrees not to allow any space at

the Shopping Center to be used or occupied by another

call center company.

PROMPT OCCUPANCY AND SECTION 23. Tenant will not use, or permit or suffer

USE the use of, the Leased Premises for any other business

or for residential purposes, and will conduct business

on the premises in its own name unless and until the

use of some other name is approved in writing by

Landlord. Tenant will not permit, allow, or cause any

public or private auction sales to be conducted on or

from the Leased Premises.

OPERATION BY TENANT SECTION 24. Tenant will keep the inside and outside of

all glass in the doors and windows of the Leased

Premises clean; will keep all exterior surfaces clean;

will replace promptly at its own expense with glass of

like kind and quality any plate glass or window glass

of the Leased Premises

<PAGE>

which may become cracked or broken, unless by fire;

will not, without the consent in writing of Landlord,

place or maintain any merchandise or other articles in

any vestibule or entry of the premises, on the front

walks adjacent thereto, or elsewhere on the exterior

thereof; will maintain the premises and the sidewalks

abutting the premises at its own expense in a clean,

orderly and sanitary condition and free of insects,

rodents, vermin and other pests; will not permit undue

accumulations of garbage, trash, rubbish and other

refuse in the Premises, but will remove the same at its

own expense, and will keep such refuse in rat-proof

containers within the interior of the premises until

called for to be removed; will not use or permit the

use of any pool table, foosball, air hockey, video,

pinball or similar arcade type games; will not use or

permit the use of any television or apparatus or

musical instruments for sound reproduction or

transmission in such manner that the sounds so

reproduced, transmitted or produced shall be audible

beyond the interior of the Leased Premises or disturb

the other tenants of the Shopping Center; will not

commit any acts which will increase Landlord's rate of

insurance; will keep all mechanical apparatus free of

vibration and noise which may be transmitted beyond the

confines of the premises; will not cause or permit

objectionable odors to emanate or be dispelled from the

premises; will comply with all laws and ordinances and

valid rules and regulations of governmental

authorities, and all recommendations of the applicable

Fire Insurance Rating Bureau, with respect to the use

or occupancy of the premises by Tenant.

EXTERIOR REPAIRS SECTION 25. Landlord will keep the exterior of the

Shopping Center, including without limitation the

exterior walls, roofs, common areas, driveways, parking

areas, and sidewalks, except any doors, windows and

glass in the Premises, in repair, provided that Tenant

shall give Landlord written notice of the necessity for

such repairs, and provided that the damage thereto

shall not have been caused by negligence of Tenant, in

which event Tenant shall be responsible therefor.

Except as set forth in Sections 26 and 27 of this

Lease, Landlord shall be under no other liability for

repair, maintenance, alteration or any other action

with reference to the Leased Premises or any part

thereof, or plumbing, heating, electrical, air

conditioning or other mechanical installation therein.

Landlord is expressly exculpated from any damage caused

to Tenant's fixtures, inventory, and/or decor caused by

leakage from any pipe, or from leakage in the roof.

INTERIOR REPAIRS; END SECTION 26. Tenant will keep the interior of the

OF THE LEASE TERM premises, together with all electrical, plumbing, and

other mechanical installations, therein in good order

and repair at its own expense; and will surrender the

Leased Premises at the expiration of the term or at

such other time as it may vacate the premises in as

good condition as when received, excepting depreciation

caused by ordinary wear and tear. Tenant will not

overload the electrical wiring serving the premises or

within the premises, and will install at its own

expense, but only after obtaining Landlord's written

approval, any additional electrical wiring which may be

required in connection with Tenant's apparatus.

Notwithstanding the foregoing, however, Landlord

guarantees that the electrical and plumbing systems and

equipment serving the Leased Premises (except any

electrical and plumbing systems installed by Tenant as

part of its improvements to the Leased Premises) are in

good working condition on the Lease Commencement Date.

Landlord shall be responsible for all capital repairs

or replacements related to those systems, unless such

are repairs or replacements are necessitated by

Tenant's negligence or willful acts. If Landlord fails

to perform any of its obligations in this Section and

Landlord fails to initiate efforts within ten (10) days

after Landlord's receipt of written notice from Tenant

to promptly cure such failure, Tenant may, but will not

be obligated to, perform Landlord's obligations on

Tenant's behalf and Tenant may invoice Landlord for the

cost of such repairs plus interest at the rate of ten

percent (10%) per annum.

<PAGE>

HEATING VENTILATING SECTION 27. Tenant, at its sole cost and expense,

AND AIR CONDITIONING shall operate, maintain and repair the heating,

ventilating and air conditioning (HVAC) system

including the making of all necessary replacements

thereto throughout the term of this lease and any

renewal thereof. Tenant shall pay for all fuel, water,

gas and electricity consumed in such operation. During

the entire term hereof, Tenant agrees to contract for

the regular maintenance and repair of the heating,

ventilating and air conditioning equipment with a

reputable service contractor acceptable to Landlord and

to provide an executed copy of such agreement to

Landlord.

Notwithstanding the foregoing, however, Landlord

guarantees that the HVAC systems and equipment serving

the Leased Premises (except any HVAC systems installed

by Tenant as part of its improvements to the Leased

Premises) are in good working condition on the Lease

Commencement Date. Landlord shall be responsible for

all capital repairs or replacements related to those

systems, unless such repairs or replacements are

necessitated by Tenant's negligence or willful acts. If

Landlord fails to perform any of its obligations in

this Section and Landlord fails to initiate efforts

within ten (10) days after Landlord's receipt of

written notice from Tenant to promptly cure such

failure, Tenant may, but will not be obligated to,

perform Landlord's obligations on Tenant's behalf and

may invoice Landlord for the cost of such repairs or

replacement plus interest at the rate of ten percent

(10%) per annum.

If utilities to the Premises are interrupted for more

than three (3) consecutive business days as a result of

the negligent act or omission of Landlord, its agents,

employees, or contractors, Tenant will have the right

to abate rent from the beginning of the interruption of

such services until full resumption of them. If such

interruption continues for thirty (30) consecutive

days, Tenant will have the right to terminate this

lease without liability upon ten (10) days' notice, so

long as such interruption has not been cured before

such termination date.

DAMAGES TO PREMISES SECTION 28. Tenant will repair promptly at its own

expense any damage, including that from forced entry,

to the Leased Premises caused by the bringing into or

taking out of the premises any property for Tenant's

use, or by the installation or removal of such

property, regardless of fault or by whom such damage

shall be caused, unless caused by Landlord, its agents,

employees, or contractors and in default of such

repairs by Tenant, Landlord may make the same and

Tenant agrees to pay the cost thereof to Landlord

promptly upon Landlord's demand therefor.

ALTERATIONS BY TENANT SECTION 29. Tenant will not alter the storefront of the

leased premises and will not make any structural or

non-structural alteration or addition to the Leased

Premises or any part thereof, or the Shopping Center

without first obtaining Landlord's written approval,

which will not be unreasonably denied, conditioned or

delayed; and Tenant agrees that any improvements made

by it shall immediately become the property of the

Landlord and shall remain upon the premises in the

absence of agreement to the contrary. Tenant further

may install fixtures, apparatus and equipment of any

kind to any part of the premises without first

obtaining Landlord's written consent. In the event

Tenant performs any initial improvements or subsequent

alterations or repairs to the Leased Premises, Tenant

shall do all things reasonably necessary to prevent the

filing of any mechanics' or other liens against the

Leased Premises. If any such lien shall at any time be

filed, Tenant shall either cause the same to be vacated

and canceled within ten (10) days after the date of

filing thereof, or, Tenant shall furnish such security

by surety bond or otherwise as may be necessary to

release the same as a lien against the real property.

At the expiration of the Lease, Tenant shall remove at

its expense, all alterations and additions which were

made in the demised premises or the Shopping Center by

the Tenant after the initial preparation of the

Premises and which are designated by the Landlord for

removal at the time Lessee requests Lessor's consent to

them. Tenant shall repair, at its expense, any damage

caused by removal of the alterations and additions.

<PAGE>

PAINTING AND DECORATION SECTION 30. Tenant will not paint or decorate any part

of the exterior of the Leased Premises without first

obtaining Landlord's written approval of such painting

or decoration.

SECTION 31. INTENTIONALLY OMITTED

ROOF AND WALLS SECTION 32. So long as Landlord does not unreasonably

interfere with the operation of Tenant's business,

Landlord shall have the exclusive right to use all or

any part of the roof of the premises for any purpose;

to erect on the roof to the Leased Premises other

structures; and to erect in connection with the

construction thereof of temporary scaffolds and other

aids to construction on the exterior of the premises,

provided that access to the premises shall not be

denied. Tenant further agrees that Landlord may make

any use it desires of the side or rear walls of the

premises, provided that there shall be no encroachment

upon the interior of the Leased Premises.

COMMON FACILITIES SECTION 33. Landlord grants to Tenant during the term

the right of non-exclusive use, in connection with

others, of all automobile parking areas within the

Shopping Center for the accommodation and parking of

passenger

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