LEASE AGREEMENT

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EXHIBIT 10.9

LEASE AGREEMENT

MEYER WAREHOUSE, LLC, LANDLORD

AND

CITI TRENDS, INC., TENANT

INDEX

1. Leased Premises

2. Term of Lease and Rent

3. Operating Expenses and Taxes

4. Triple Net Lease

5. Option to Renew

6. General Agreement Between Landlord and Tenant

7. Failure of Landlord to Maintain Premises

8. Alterations and Additions

9. Liens

10. Insurance

11. Waiver of Subrogation

12. Hold Harmless

13. Replacement of Building

14. Condemnation of Premises

15. Entry by Landlord

16. Assignment and Subletting

17. Holding Over

18. Default

19. Quiet Enjoyment

20. As-is

21. Estoppel Certificate

22. Subordination

23. Notices

24. Authority of Parties

25. Leasing Commission or Brokerage Fees

26. Late Charges

27. Interest on Past-Due Obligations

28. Rules and Regulations

29. Security Measures

30. Tenant's Responsibility Regarding Hazardous Substances

31. Easements and Covenants

32. Landlord's Liability

33. Fair Dealing; Consents; Assignment

34. Purchase Option

35. General Provisions

Exhibit A Legal Description

Exhibit B Site Plan

Exhibit C Rules and Regulations

Exhibit D Easements and Covenants

Exhibit E Lien Waiver

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LEASE AGREEMENT

THIS LEASE AGREEMENT ("Lease") is made and entered into this 30th day of

September 2004, by and between MEYER WAREHOUSE LLC, a Georgia limited liability

company (the "Landlord"), and Citi Trends, Inc., a Delaware corporation

("Tenant"). This Lease supersedes and replaces all negotiations and other

agreements between the parties. Tenant has submitted to Landlord a signed

financial statement demonstrating its net worth and showing an ability to

perform.

1. LEASED PREMISES. In consideration of the payment of the rent and the

performance of the agreements of Tenant hereinafter set forth, Landlord does

hereby lease unto Tenant and Tenant does hereby lease from Landlord the real

property and improvements, situate in the County of Chatham, and State of

Georgia, described on Exhibit A (the "Premises"), including a building

encompassing approximately Seventy-One Thousand Eight Hundred Seventy-Five

(71,875) gross square feet (the "Building"), as shown on the drawing attached as

Exhibit B. The Building is numbered as 104 Coleman Boulevard, Savannah, Georgia

31408.

Tenant is accepting the Premises "as-is." Tenant will return the trash

compactor to Southern Paper Recovery (or make arrangements to keep the compactor

and have it removed before the Premises are restored).

2. TERM OF LEASE AND RENT.

a. TERM. The initial term of this Lease shall be for two (2) years,

commencing on October 1, 2004 (the "Commencement Date") and terminating on

the last day of September, 2006.

b. ANNUAL BASE RENT. The Annual Base Rent for each full year of the

Term of this Lease shall be payable in lawful money of the United States

and shall be the sum of Two Hundred Fifteen Thousand Dollars ($215,000)

payable in advance in monthly installments of Seventeen Thousand Nine

Hundred Sixteen and 67/100 Dollars ($17,916.67) per month. The Annual Base

Rent is not calculated on a per-square-foot basis and shall not be

adjusted regardless of the actual square footage of the Building or the

Premises except as may elsewhere be provided for in this Lease.

c. OPERATING EXPENSE RENT. This is a triple-net lease. Subject to

the provision below concerning expenses on parking lots, roof and

structure in excess of $10,000, in addition to the payment of Annual Base

Rent, Tenant shall pay any and all property and maintenance costs and all

operating expenses, taxes, and insurance attributable to the Premises

("Operating Expense Rent"), whether directly under Section 3 or under

Section 4 or by reimbursing Landlord or some combination thereof.

d. PAYMENT OF RENT. Any and all Annual Base Rent and the amount of

the Operating Expense Rent, if any, paid directly to Landlord

(collectively "Rent") shall be paid in advance on or before the first day

of each calendar month during said term at the office of Landlord at 211

East York Street, Savannah, Georgia 31401, or at such other place as

Landlord may designate from time to time in writing. In the event rent due

under this Lease shall commence (or end) on any day other than the first

(or last) day of a calendar month, the rental payments for the partial

month shall be prorated to reflect the actual number of days the Premises

were under lease.

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3. OPERATING EXPENSES AND TAXES.

a. The term "Operating Expenses and Taxes" means the sum of:

(1) All operating expenses of any kind or nature with respect

to the Premises and shall include, but not be limited to, the

following costs:

(a) building supplies;

(b) utility costs incurred in connection with all energy

sources for the Building, such as natural gas and electricity;

(c) water and sewer service;

(d) janitorial services required by the Lease;

(e) general maintenance of the Premises, including but

not limited to the interior, the exterior, the roof, and the

heating, electrical, and air conditioning systems of the

Building, but excluding repairs of the parking lot, roof and

structure beyond $10,000 per occurrence;

(f) landscaping and maintenance of the Premises;

(g) maintenance, repair, replacement, and striping of

all parking areas, subject to the limitation contained in (e);

(h) fire and extended coverage, public liability

insurance, "all risk" insurance, rental value insurance

covering a period of twelve (12) months, and all other

insurance required to be obtained by the Lease;

(i) labor costs incurred in the operation and

maintenance of the Premises, including wages and other

payments, costs to Landlord for workmen's compensation and

disability insurance, payroll taxes, and reasonable fringe

benefits;

(j) legal, accounting, inspection, and consultation fees

reasonably and necessarily incurred in connection with any

breach of this Lease if Landlord is the prevailing party;

(k) expenditures necessary to comply with ADA and any

other laws, rules, regulations, or orders of any governmental

authority having jurisdiction and expenditures solely of an

energy conservation, security, or handicapped access nature

required by any laws, rules, regulations, or orders of any

governmental authority having jurisdiction.

(2) All taxes and assessments of any kind or nature against

the Premises, including but not limited to:

(a) any form of assessment, special assessment, license

fee, license tax, business license fee, business license tax,

commercial rental tax, levy, charge, penalty, or other tax

imposed by any authority having the direct

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power to tax, including any city, county, state, or federal

government, or any school, agricultural, lighting, water,

drainage, or other municipal, improvement, or special

district, against the Building, the Premises, or any legal or

equitable interest of Landlord therein but excluding

Landlord's income tax; and

(b) any assessment, tax, fee, levy or charge in

substitution, partially or totally, of or in addition to any

assessment, tax, fee, levy, or charge which may be imposed by

governmental agencies for such services as fire protection;

street, sidewalk, and road maintenance; refuse removal; and

for other governmental services.

(3) Operating Expenses and Taxes shall not include:

(a) depreciation and amortization of Landlord;

(b) interest and principal payments on mortgages and

other debt, financing and refinancing costs, if any, of

Landlord;

(c) any leasing or brokerage commission or compensation,

including any advertising or promotional expense (except in

the event of a breach);

(d) repair expenses of the parking lots, roof, or

structural that are in excess of $10,000 per occurrence. (For

parking lot repairs, the only expenses for which Landlord

shall be liable are expenses in excess of $10,000 for each

occurrence to repair the parking lot to the condition it is

now; Landlord shall not be responsible for any upgrades.)

(e) payments to any affiliate of Landlord for goods or

services in excess of "market" costs;

(f) Landlord's federal, state, or local income tax; and

(g) Landlord's executive salaries and bonuses.

(4) "Operating Cost Year" means the twelve- (12) month period

beginning on the Commencement Date of this Lease and any twelve-

(12) month period thereafter.

b. Any Operating Expense Rent payable by Tenant shall be payable as

follows, unless otherwise provided: During the term hereof, Tenant shall

pay to Landlord monthly in advance and every month thereafter during the

initial term one-twelfth (1/12th) of the estimated amount of such

Operating Expense Rent as determined by Landlord (and, if possible, based

on the actual expenses for the preceding twelve- (12) month period). Such

initial budget may be adjusted at the end of each twelve- (12) month

period by Landlord, based on actual and expected increases; and Tenant

shall pay installments of Operating Expense Rent according to such

estimate or any adjustment thereof. In the event such estimated Operating

Expense Rent exceeds the actual Operating Expense, Landlord shall credit

Tenant for any excess payment within thirty (30) days of the end of each

twelve- (12) month period. In the event such estimated Operating Expense

Rent is less than the actual Operating Expense, Tenant shall pay the

difference to Landlord promptly within thirty (30) days of demand

therefor.

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c. Landlord shall maintain books of account, which shall be open

during normal business hours to Tenant and its representatives for audit

and inspection for one (1) year after billing for Operating Expense Rent

so that Tenant can determine that such Operating Expense costs have, in

fact, been paid or incurred and are within the definition of Operating

Expenses. Tenant shall give Landlord at least thirty (30) days' notice of

such inspection. Tenant shall pay the costs of such audit and any of

Landlord's out-of-pocket expenses associated therewith.

d. Even though the Lease has expired and Tenant has vacated the

Premises, when the final determination is made of Tenant's share of actual

Operating Expense for the previous twelve- (12) month period, Tenant

shall, within thirty (30) days after receipt of written demand therefore

together with reasonably detailed support for the charges, pay any

increase due over the estimated amount previously paid and, conversely,

any overpayment made shall be rebated by Landlord to Tenant within thirty

(30) days after Landlord has determined the amount of Operating Expense

has exceeded costs incurred. Failure of Landlord or Tenant to submit

statements as called for herein shall not be deemed to be a waiver of

Tenant's and/or Landlord's requirement to pay sums as herein provided,

unless Landlord fails to submit a final invoice within one (1) year after

the Lease terminates or Tenant fails to request a final invoice within one

(1) year after the Lease terminates.

e. Notwithstanding subsections (b), (c), and (d) above, Tenant shall

arrange for and perform all maintenance and repairs and other items that

would constitute operating expenses hereunder (except for payment of real

estate taxes and Landlord's insurance). Notwithstanding the foregoing,

Tenant shall pay in advance to Landlord monthly one-twelfth (1/12) of the

taxes.

f. Tenant shall pay upon execution hereof and yearly thereafter to

Landlord an amount equal to one (1) year's payment of the insurance

Landlord may maintain under Section 10 below or elsewhere.

4. TRIPLE NET LEASE.

It is the purpose and intent of Landlord and Tenant that this Lease be a

triple net Lease.

a. Notwithstanding anything to the contrary anywhere hereunder,

including in Sections 2, 3, 4, and 6, Tenant shall be responsible, at its

sole cost and expense, for the entire and full maintenance, repair, and

upkeep of the Premises and the Building and for the maintenance, repairs,

replacements, and matters, including but not limited to those described in

said sections and elsewhere; provided, however, Tenant shall not be

responsible for repairs to parking lot, roof, or structure more than

$10,000 per occurrence. (For parking lot repairs, the only expenses for

which Landlord shall be liable are expenses in excess of $10,000 for each

occurrence to repair the parking lot to the condition it is now. Landlord

shall not be responsible for upgrades.) Tenant shall keep the Property,

Premises, Building, grounds, and parking lot in good working order and

repair and shall fix or replace all items which are broken. Tenant shall

comply with all laws, rules, regulations, codes, and ordinances, at its

expense. Landlord and its agents shall be entitled to periodically enter

the Premises for the reason of inspection and to observe whether the

Tenant is properly maintaining the Premises. Landlord shall be under no

duty to inspect. If Landlord does inspect, such inspection shall not be a

waiver of any right of Landlord or duty of Tenant. If after inspection of

the Premises by Landlord, Landlord makes a good-faith determination that

the maintenance is inadequate, Landlord shall notify Tenant in writing of

such determination. In the event Tenant fails to correct such situation

within thirty (30) days of receipt of such

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notice or if the nature of the situation is such that it cannot reasonably

be corrected within a period of thirty (30) days and work thereon has not

been initiated and diligently pursued to completion, Landlord shall have

the right to declare a default; and Landlord shall also have the right to

elect to perform and assume the maintenance and repair of the Premises and

to perform the obligations set forth in Sections 2,3,4, and 6 hereof, all

at Tenant's expense. In either event, the provisions of Sections 2,3,4,

and 6.b. relating to maintenance shall apply.

b. Under Sections 3.e. and 4.a. above, Tenant shall be responsible

for and shall provide all service, maintenance, repair, and replacement to

the Premises except those repairs or replacements excluded in Section 3a,

including but not limited to that required under the definition of

Operating Expenses, including (without limitation) mechanical systems,

lighting, roof, utilities, roads, parking, landscaping, and grounds. Such

activities shall be at least consistent with the standard of service for

similar buildings. If Tenant does not comply, Landlord, at its option

thereafter, may provide all of such service, at Tenant's expense.

c. In connection with any repair where Tenant asks for

reimbursement, Tenant will notify Landlord at least twenty (20) days prior

to initiating the repair and provide copies of the bids and detailed

information on the repair at that time. Landlord shall only be liable for

costs where the notices were timely given and only for reasonable and

necessary expenses above the $10,000 per occurrence for parking lot, roof,

and structure.

d. Tenant shall provide telephone service, comprehensive general

liability insurance, workman's compensation insurance (or its equivalent),

and security services and insurance on Tenant's property, all at Tenant's

sole cost.

e. At Landlord's option, Landlord (if it is providing services at

Tenant's expense) may delegate the responsibility of providing services

under this Lease to one or more rental managers or, with Tenant's prior

consent, to Tenant.

5. OPTION TO RENEW. Tenant shall have the option to renew and extend this

Lease for one (1) additional term of one (1) year, as long as Tenant is not in

default of the lease beyond any applicable cure periods.

a. Tenant is given the option to extend the term on all the

provisions contained in this Lease, including Annual Base Rent, for a one-

(1) year period ("First Extended Term") by giving written notice of

exercise of the option ("First Option Notice") to Landlord at least six

(6) months but not more than one (1) year before the expiration of the

initial term.

b. Tenant, if it exercises the option in a. above and is not in

default beyond any applicable cure periods, is given the option to extend

the terms for a two- (2) year period (the "Second Extended Term") by

giving written notice of exercise of the option (the "Second Option

Notice") to Landlord at least six (6) months prior to the end of the first

extended term but not more than one (1) year prior to the end of the first

extended term. If Tenant exercises this option, the following shall be

applicable:

(1) The Annual Base Rent shall be the greater of (a) $236,500

per year, payable in advance monthly or (b) an amount determined by

the Consumer Price Index. The index used shall be the Consumer Price

Index for Savannah, Georgia, if available, or the area selected by

Landlord near Savannah, Georgia. The amount shall be the Annual Base

Rent multiplied by a fraction, the denominator (top) of which is the

Consumer Price Index for the month which is six (6) months prior to

the beginning of the second extended term and the numerator (bottom)

of which is the

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same Consumer Price Index for the month which is six (6) months

prior to the date of the initial term of this Lease.

(2) If Tenant exercises this second extended term, the figure

of $10,000 found in Sections 3.a.(1)(e), 3.a.(3)(d), 4.a., and 4.c.

shall be changed to $150,000.

c. Tenant shall have no other right to extend the term beyond that

provided above.

6. GENERAL AGREEMENT BETWEEN LANDLORD AND TENANT:

a. For and in consideration of leasing of the Premises aforesaid,

Tenant does covenant and agree as follows:

(1) to pay the rent for the Premises hereinabove provided

promptly when due and payable;

(2) to pay directly to the provider all charges for telephone

services and utilities to the Premises promptly when due and

payable;

(3) except as specifically permitted herein, to order no

improvements or repairs and, at the expiration of this Lease, to

surrender and deliver up the Premises in at least as good order and

condition as when the same were entered upon, ordinary wear and tear

excepted;

(4) to use the Premises for warehousing, distribution, office,

and related business purposes and for no other purposes unless

approved in advance by Landlord in writing, which approval will not

be unreasonably withheld; to use the Premises for no purposes

prohibited by the ordinances of the city or county in which the

Premises are located or by the laws, rules, regulations, and codes

of the United States or the State of Georgia, now in force or

hereafter enacted; and for no unlawful purpose whatsoever; Tenant

agrees not to request approval for any manufacturing activity or any

activities involving storage of Hazardous Substances;

(5) to neither permit nor suffer any disorderly conduct, odor,

noise, dust, or nuisance about the Premises having a tendency to

unreasonably annoy or unreasonably disturb any persons occupying

nearby properties;

(6) to commit no waste on the Premises;

(7) to not allow or permit heavy trucks on asphalt;

(8) to fully comply with all federal, state and local codes,

statutes, laws, and ordinances ("Law"). Tenant shall be responsible

to make and pay for any and all repairs and alterations to the

components of the Premises (subject to the terms and provisions of

this Lease) and to any appurtenances situated upon the Premises that

may be required of the Landlord or Tenant as a result of any Law in

effect at the time of execution of this Lease or which may be

enacted during the term of this Lease.

(9) to neither permit nor suffer the Premises, or the walls,

floors, doors, windows, roof, or ceiling thereof, to be endangered

by overloading;

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(10) to permit Landlord to place a For Rent sign upon the

Premises at any time one hundred eighty (180) days before the

expiration of the term or any extended term of this Lease; and

(11) to surrender and deliver up the possession of the

Premises promptly at the expiration of this Lease or in case of

termination of this Lease on account of a breach of any one or more

of the covenants or agreements hereof.

b. For and in consideration of this Lease, Tenant does covenant and

agree to pay all Operating Expenses and Taxes, including (without

limitation) assessments for water and sewer charges levied against such

Premises and all charges for heating, cooling, gas, power, light,

telephone, and all other services and utilities applied to the Premises:

(1) to keep and maintain all exterior and interior

improvements upon the Premises (including lighting, landscaping, and

blacktop or its equivalent) clean and neat in appearance and in good

order and repair and to repair and maintain the same as the need

arises;

(2) to furnish building standard heating and ventilating and

air conditioning for the office space as appropriate for the season;

(3) to furnish janitorial service for the Building.

7. FAILURE OF LANDLORD TO MAINTAIN PREMISES. If Landlord refuses or

neglects to pay an amount required under Section 3.a. and under Section 4.c.

(which is only to pay for the reasonable costs for parking lot, roof, and

structure repair costs above $10,000 per occurrence and any other matters that

Landlord elects to do) and if Tenant has paid all amounts due hereunder and

performed hereunder and complied with Section 4.c., Tenant may deduct the amount

owed by Landlord from rent, with applicable interest. This shall be Tenant's

sole remedy, notwithstanding any other provision herein.

8. ALTERATIONS AND ADDITIONS.

a. Tenant shall not make or allow to be made any alterations,

additions, or improvements to or of the Premises or any part thereof

without the prior written consent of Landlord, which shall not be

unreasonably withheld. Any alterations, additions, or improvements to or

of the Premises (but excepting furniture and equipment) and fixtures shall

become a part of the realty and belong to Landlord and shall be

surrendered with the Premises at the expiration of this Lease, at

Landlord's option. No consent shall be needed for any non-structural

alterations, additions, or improvements to the Premises which (i) cannot

reasonably be expected to decrease the value of the Premises and (ii) the

cost of which does not exceed $40,000.

b. In the event Landlord consents to the making of any alterations,

additions, or improvements to the Premises by Tenant, the same may be made

by Tenant at Tenant's sole cost and expense in accordance with all

applicable codes, ordinances, and other governmental regulations or, by

mutual agreement, by Landlord at Tenant's sole cost.

9. LIENS. Tenant shall keep the Premises free of mechanics',

materialmen's, judgment, tax, and all other liens and encumbrances, including

but not limited to those arising out of any construction or other work done for,

or debts incurred by, Tenant. Not less than twenty-one (21) days prior to the

commencement of any construction, alteration, or addition to the Premises,

Tenant shall notify Landlord in writing of its intention to commence the same

and provide written evidence of its

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ability to pay for the work; and Landlord shall have the right to post and

maintain on the Premises such notices of non-responsibility as may be allowed

under applicable law.

10. INSURANCE.

a. Tenant agrees to provide comprehensive general liability

insurance with combined single limits of not less than $2,000,000 per

occurrence, written with a company authorized to do business in the State

of Georgia and having a Best's Rating of at least A or its equivalent, and

shall name Landlord, Landlord's mortgagees, or their assigns under said

insurance policy as additional named insureds. The limit of said insurance

shall not, however, limit any liability of Tenant here under. Tenant shall

furnish to Landlord a certificate of insurance indicating that said policy

is in full force and effect, that the premium is fully paid, that Landlord

and Landlord's mortgagees have been named as additional insureds, and that

said policy will not be canceled unless at least thirty (30) days' prior

written notice of the proposed cancellation has been given to Landlord and

Landlord's mortgagees.

b. Landlord shall obtain and provide fire and extended coverage and

property damage insurance in an amount equal to the fair market value of

the Premises, written with a company authorized to do business in the

State of Georgia and having a Best's Rating of at least A minus or its

equivalent, and may, at Landlord's option, name Tenant under said

insurance policy as an additional insured. Upon at least ten (10) days'

prior written request, Landlord shall furnish Tenant a certificate of

insurance indicating that said policy is in full force and effect, that

the premium is fully paid, and that said policy will not be canceled

unless at least thirty (30) days' prior written notice of the proposed

cancellation has been given to Tenant. Said policy may contain rental

interruption insurance, at Landlord's option. Tenant shall reimburse

Landlord for the full and complete cost of said policy or, at Landlord's

option, shall pay the bill for said policy within ten (10) days of

presentment.

c. Tenant shall purchase workmen's compensation insurance (or its

equivalent) in compliance with all state, federal, and other governmental

laws, rules, and regulations.

d. Tenant shall fully insure any and all personal properly and trade

fixtures owned by Tenant on the Premises.

e. All insurance of Tenant under this Lease shall be written with an

insurance company licensed to do business within the State of Georgia,

with ratings of A and above, and not disapproved by Landlord (which

disapproval shall not be unreasonable), with such policies to be

non-assessable and fully paid and with thirty (30) days' prior notice to

Landlord before cancellation.

f. Notwithstanding anything herein to the contrary, Tenant shall

maintain at least the amounts and coverages which are customarily

maintained, including umbrella coverage. If it is customary to have more

insurance or higher limits, Landlord may require Tenant to obtain such

additional insurance.

g. Upon request, Tenant will provide evidence of insurance. If

Tenant fails to secure any policy, Landlord, at its option, may secure the

policy, at Tenant's expense.

h. Tenant shall cause Landlord and Richard Meyer III to be named

insureds or additional insureds, as their interests may appear, under any

policy which Tenant obtains.

11. WAIVER OF SUBROGATION. Landlord and Tenant agree to request in any

policy providing fire and extended coverage insurance and any other property

damage insurance as

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required hereunder a waiver of any right of subrogation any such insurer of

either party may acquire or claim against the other party by reason of the

payment of any loss under such insurance with respect to damage to the Premises.

12. HOLD HARMLESS. Tenant agrees to and shall indemnify and hold harmless

(including reasonable attorney's fees) Landlord against and from any and all

claims arising from any negligent act or omission of Tenant and its officers,

agents, and employees or arising out of the Premises or for a breach hereunder.

13. REPLACEMENT OF BUILDING.

a. In the event of a casualty to the Premises, a portion thereof, or

any portion of the Building which causes the Building to become

untenantable or prevents Tenant from using the Premises and the Building

for their intended purpose on account of damage by fire, act of God, or

other casualty, Landlord shall be given the option, in Landlord's sole

discretion, to correct the deficiency or condition which shall render the

Premises untenantable or to terminate this Lease.

b. Tenant shall immediately notify Landlord of any damage to the

building. Within twenty (20) days after receipt of written notice from

Tenant describing the damage to the Premises, Landlord shall notify Tenant

in writing as to whether or not it elects to repair the same. If in the

reasonable opinion of Landlord it is not feasible to repair or rebuild the

same, Landlord may terminate this Lease. In the event Landlord elects to

repair said Premises, Landlord shall have one hundred twenty (120) days

from the date of its notice to Tenant to effect such repairs; and Landlord

shall diligently pursue the repair or replacement of the Building and the

Premises and shall use commercially reasonable efforts to cause the repair

or restoration to be completed and to restore the Building and Premises to

at least the condition existing on the date immediately preceding the date

the damage occurred. Landlord will not be liable or responsible if the

repairs take longer.

c. During the period from the date of Landlord's receipt of notice

from Tenant of damage to the Premises until the Premises are restored to

their prior condition and possession thereof given to Tenant, the rent

shall abate, but only to the extent loss of rents insurance is paid to

Landlord. Insurance against loss of rents shall be carried on the Premises

at the cost and expense of Tenant. In the event of a scheduled rent loss

on said policy, the appropriate proceeds as a result of the same shall be

paid to Landlord and shall be credited against rent due from Tenant on a

monthly basis for the time the Premises are not tenantable. In the event

said repairs have not been completed within the period above specified,

Tenant, at its option (if the damage was not the result of Tenant's

negligence or the wilful act of Tenant and/or its agents, employees, and

subcontractors), which must be exercised in writing within ten (10) days

from the expiration of the time period specified and prior to completion

of construction, may terminate this Lease. If either Landlord or Tenant

terminates this Lease as provided in this section, any monies due and

owing to Landlord shall be paid by Tenant to the date of the casualty or

the date Tenant vacates the Premises, whichever is later; and all future

obligations on the part of both parties hereto shall cease and Landlord

shall incur no further obligations to Tenant whatsoever from and after

such termination of this Lease.

d. Notwithstanding anything to the contrary contained in this

section, Landlord, at its option, shall not have any obligation whatsoever

to repair, reconstruct, or restore the Premises when the damage resulting

from any casualty occurs during the last twelve (12) months of the term of

this Lease or any extension thereof.

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e. The parties hereto waive the provisions of any statute which

relate to termination of leases when leased property is destroyed and

agree that such event shall be governed by the terms of this Lease.

f. Notwithstanding anything to the contrary contained in this

section, Tenant, as long as Tenant is not in default, may, in the event

Landlord elects to terminate the Lease pursuant to this section, at its

option, within twenty (20) days of termination, elect to purchase the

Premises in accordance with Section 34 of this Lease. In such event, all

proceeds or payments from any Insurance required to be carried under the

terms of this Lease shall be paid to Tenant at closing, other than rental

interruption insurance.

14. CONDEMNATION OF PREMISES.

a. If the entire Premises, at any time during the term of this Lease

or any extension thereof, shall be taken by the exercise of a power of

eminent domain, this Lease shall then terminate as of the date of title

vesting in such proceeding, all rentals shall be paid up to that date, and

Tenant shall have no claim against Landlord or the condemning authority

for the value of the unexpired term of this Lease.

b. In the event of a taking of more than twenty-five (25%) percent

of the Building or the Premises which renders the Premises or Building

unfit for the normal and proper conduct of the business of Tenant, Tenant

shall have the right to cancel and terminate this Lease effective upon the

actual taking. Tenant must exercise such option to terminate no later than

thirty (30) days after such partial taking. All rentals shall be paid up

to that date, and Tenant shall have no claim against Landlord or the

condemning authority for the value of any unexpired term of this Lease. If

this Lease shall not be canceled as above provided, it shall continue in

effect; and the rental after such partial taking shall be that part of the

rental herein agreed to be paid which the value of the untaken part of the

Premises, immediately after the taking, bears to the value of the entire

Premises immediately before the taking. If Tenant's continued use of the

Premises requires alterations and repairs by reason of a partial taking,

Landlord may elect to terminate this Lease within thirty (30) days after

the actual taking or, subject to Tenant's right of termination above

provided, may elect to continue this Lease, in which event Landlord shall

make all necessary alterations and repairs at its expense which are

required because of such partial taking. Until such alterations and

repairs are completed, an equitable abatement of rent shall be made to

Tenant for any portion of the Premises unfit for occupancy and use in the

conduct of Tenant's business or inaccessible for the period during which

same is unfit for such occupancy and use or inaccessible.

c. In the event of any condemnation or taking as aforesaid, whether

whole or partial, Tenant shall not be entitled to any part of the award

paid for such condemnation, Tenant hereby expressly waiving any right or

claim to any part thereof. Although all such damages awarded in the event

of any condemnation are to belong to Landlord, whether such damages are

awarded as compensation for diminution in value of the leasehold or to the

fee of the Premises, Tenant shall have the right to claim and recover from

the condemning authority, but not from Landlord, such compensation as may

be separately awarded or recoverable by Tenant in Tenant's own right on

account of any and all damage to Tenant's business by reason of the

condemnation and for or on account of any cost or loss to which Tenant

might be put in removing Tenant's merchandise, furniture, fixtures,

leasehold improvements, and equipment.

d. Notwithstanding anything to the contrary contained in this

section, Tenant may, in the event any full taking contemplated by this

section occurs, at its option, elect to purchase the Premises in

accordance with Section 34 of this Lease; and Tenant shall be

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entitled to the whole of any award paid for such condemnation or taking up

to the amount of the purchase price.

15. ENTRY BY LANDLORD. Subject to Tenant's security and safety

requirements, Landlord reserves, and shall have, the right to enter the Premises

to inspect or to exhibit the Premises to prospective lenders, purchasers, or

tenants; to post notices of non-responsibility; to post signs; to make repairs

to the Premises or the Building that Landlord may reasonably deem necessary,

without abatement of rent, and may for that purpose erect scaffolding and other

necessary structures where reasonably required by the character of the work to

be performed, always providing that the entrances to the Premises, including all

loading docks, shall not be unreasonably blocked thereby and further providing

that the business of Tenant shall not be unreasonably impeded or disrupted. In

the event of an emergency, Landlord shall have the right to use any and all

reasonable means which Landlord may deem proper to open doors or gates