SECOND LEASE AMENDMENT

Exhibit 99.3

SECOND LEASE AMENDMENT

     THIS SECOND LEASE AMENDMENT (" Amendment ") is dated as of November 30, 2006 by and between CJF1 LLC , a Delaware limited liability company (" Landlord "), and FACTORY CARD OUTLET OF AMERICA LTD ., an Illinois corporation (" Tenant ").

RECITALS

     A. Tenant and CenterPoint Realty Services Corporation (" Original Landlord ") entered into that certain Industrial Building Lease dated as of October 28, 1996 (the " Original Lease ") with respect to certain property commonly known as 2727 Diehl Road, Naperville, Illinois 60563 (" Premises ").

     B. The Original Lease was amended by that certain Lease Amendment dated as of January 31, 1998 (the " First Amendment "). The Original Lease and the First Amendment are hereinafter collectively referred to as the " Lease ".

     C. Landlord is the successor to Original Landlord’s interest in the Lease.

     D. The Term of the Lease expires on February 28, 2008. Notwithstanding Tenant’s Renewal Options set forth in the Lease, Tenant has requested, and Landlord has agreed to, an early extension of the Term for a period of twelve (12) years commencing on January 1, 2007, on the terms and conditions set forth herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.  Recitals . The Recitals are incorporated into this Amendment as if fully set forth in this Section 1 .

     2.  Definitions . All terms used herein, unless otherwise specified, shall have the meaning ascribed to them in the Lease.

     3.  Extension of Term . The Term of the Lease is hereby extended for the period commencing on the January 1, 2007 through and including December 31, 2018 (" Extended Term "). All terms and conditions of the Lease, as amended hereby, shall remain in full force and effect through the Extended Term. All references in the Lease to a Termination Date shall be deemed to mean December 31, 2018.

     4.  Base Rent . Tenant agrees to pay to Landlord during the Extended Term, monthly in advance, without offset or deduction, base rent (" Base Rent ") in the amount of the Monthly Base Rent set forth below, commencing on January 1, 2007 and continuing on the first day of each month thereafter during the Extended Term, in the following amounts:

          Notwithstanding anything to the contrary contained herein, so long as there is no uncured Event of Default by Tenant under the terms and conditions of the Lease as of the date any monthly installment of Base Rent would otherwise be due and owing during an Abatement Period (as hereinafter defined), Tenant shall be entitled to the following Base Rent abatements: (i) a partial abatement of Base Rent, in the amount of $31,190.97, for the months of January, February, March, April, May, June, September, October, November and December of calendar year 2007; and (ii) a partial abatement of Base Rent, in the amount of $27,888.39, for the months of January and February of calendar year 2008 (the abatement periods set forth in (i) and (ii) hereof are each hereinafter referred to as a " Partial Abatement Period "); (iii) a total abatement of Base Rent for the months of July and August of calendar year 2007; and (iv) a total abatement of Base Rent for the months of January and February of calendar years 2009, 2010 and 2011 (the abatement periods set forth in (iii) and (iv) are each hereinafter referred to as a " Total Abatement Period "). In the event that there is an uncured Event of Default by Tenant under the terms and conditions of this Lease on the day any installment of Base Rent would have been due hereunder but for the abatement of Base Rent during the applicable Total Abatement Period, then, in such event, the rent abatements attributable to Base Rent, as set forth above, shall no longer be in effect and Tenant shall be obligated, during the period of such uncured default, to pay the monthly installment of Base Rent that would have been due and owing hereunder but for the abatement of said components of Rent (hereinafter referred to as the " Rent Default Payments "). Tenant shall not be entitled to a proration of any Rent Default Payments so paid whether or not Tenant cures the default at any time prior to the last day of the calendar month for

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which such installments were paid. Tenant shall further be obligated to make all required Rent Default Payments until the subject default is cured.

     5.  Deletion of Existing Renewal and Expansion Options . Article XXXII and Article XXXIII of the Lease are hereby deleted in their entirety.

     6.  Exclusion / Subdivision of Development Parcel . Tenant acknowledges and agrees that commencing upon the date hereof, that portion of the Land, containing approximately 9.172 vacant acres located west of the existing Building, as depicted on the Site Plan attached hereto as Exhibit A (the " Development Parcel "), shall no longer be deemed to be part of the Land or the Premises for all purposes under the Lease. The legal description of the Land which is attached as Exhibit B to the Original Lease is hereby deleted and replaced with Exhibit B attached hereto. For purposes of this Section 6 , the remaining parcel of Land leased by Tenant (excluding the Development Parcel) is referred to as the " FCOA Parcel ". Landlord and Tenant acknowledge that the FCOA Parcel contains approximately 29.328 acres of land.

          Landlord shall be solely responsible for all taxes and assessments accruing on the Development Parcel from and after the date hereof (the " Development Parcel Taxes ") and such taxes shall be excluded from the Taxes payable by Tenant pursuant to the Lease. Landlord shall, at its sole cost and expense, use commercially reasonable efforts to cause separate permanent tax index numbers to be issued for the Development Parcel and the FCOA Parcel. Until such time as separate tax index numbers are issued for the two parcels, Taxes accruing after the date hereof and payable by Tenant under the Lease shall not include the proportionate share of the Taxes which are attributable to the Development Parcel, which proportionate share shall be calculated based on the land component of the assessed value for the property and prorated by the ratio that the square footage of the Development Parcel bears to the square footage of the FCOA Parcel.

          Landlord shall, at its sole cost and expense, use commercially reasonable efforts to cause the subdivision of the Development Parcel from the FCOA Parcel (the " Subdivision "). All necessary easements around the perimeter of the Development Parcel and the FCOA Parcel for ingress and egress and access to and from Diehl Road, emergency vehicle access, potable water service, sanitary sewer service, utilities, drainage and storm water detention/retention (which shall not unreasonably interfere with Tenant’s use of the FCOA Parcel) will be granted or reserved at the time the plat of subdivision (the " Plat ") is recorded. Tenant shall cooperate with Landlord, as reasonably necessary and at no cost to Tenant, in order to obtain the Subdivision, finalize and record the Plat and any associated subdivision improvement agreements required by the City of Naperville and to grant or reserve all required easements. Tenant shall also cooperate with Landlord, as reasonably necessary and at no cost to Tenant, in connection with any installation, construction and separation of utility service including, without limitation, water, sanitary sewer, drainage and storm water detention/retention service, as may be necessary in order to provide separate services to each parcel.

     7.  Farming Agreement . Tenant and Steven H. Berning have entered into that certain Farming Agreement dated as of May 2, 2003, as amended by: (i) that certain letter agreement dated as of May 13, 2004, and (ii) that certain letter agreement dated as of March 22, 2006 (collectively, the Farming Agreement "), a copy of which is attached hereto as Exhibit C . The parties acknowledge that the Farming Agreement affects the Development Parcel but does not affect the FCOA Parcel. Concurrently herewith, Landlord and Tenant shall execute and

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deliver an assignment of the Farming Agreement whereby Tenant shall assign all of its rights and obligations arising under the Farming Agreement on or after the date hereof and Landlord shall assume all of Tenant’s rights and obligations arising under the Farming Contract from and after the date hereof. Additionally, Tenant shall deliver to Landlord an executed notice advising Mr. Berning of the assignment of the Farming Agreement to Landlord. Tenant represents and warrants that, as of the date hereof, the Farming Agreement is in full force and effect, Tenant has paid in full all amounts owed to Mr. Berning for the 2006 farming season, and no default exists under the terms of the Farming Agreement on the part of either Tenant or Mr. Berning.

     8.  Tenant Improvements / Landlord’s Contribution .

          A. Tenant’s Work . Tenant desires to make certain improvements, renovations, repairs and replacements to the Building as set forth in the Tenant’s Plans (as hereinafter defined). All work to be performed by or on behalf of Tenant in the Premises is hereinafter referred to as the " Tenant’s Work ". Landlord agrees that Tenant may undertake Tenant’s Work on the following terms and conditions:

     (i) Tenant shall, at Tenant’s sole cost and expense (subject to Landlord’s Contribution (as hereinafter defined)), cause plans and specifications (" Tenant’s Plans ") to be prepared and submitted to Landlord for Landlord’s prior approval, including, but not limited to, all space plans, working drawings, mechanical and engineering drawings, disclosing all construction to be performed by Tenant in the Premises; provided, however, that such Tenant’s Plans will be necessary only with respect to such aspects of Tenant’s Work which necessitate plans and specifications, by way of example and not limitation, Tenant’s Work involving construction to the structural components of the Premises or changes to the Building systems. Landlord’s approval shall not be unreasonably withheld, conditioned or delayed. Landlord agrees to review and either approve or disapprove (and noting with such disapproval the specific items not approved and the reasons therefor) Tenant’s Plans within ten (10) business days of Landlord’s receipt of a complete set of Tenant’s Plans. In the event Tenant’s Plans are disapproved, Tenant shall revise and resubmit Tenant’s Plans and Landlord shall review the same and notify Tenant of its approval or disapproval within ten (10) business days thereafter in the same manner as required for the initial submittal. Tenant may, upon notice to, but without the requirement of the written consent of Landlord, perform such Tenant’s Work as does not require the submission of Tenant’s Plans, is non-structural in nature, does not require openings in or other alterations or improvements to the roof, exterior walls or other structural components of the Building, does not adversely affect any Building system and does not involve any paving work.

     (ii) Tenant is hereby granted the right to utilize contractors of Tenant’s own choice (" Tenant’s Contractors ") to make the improvements to the Building, subject to Landlord’s reasonable approval as to the qualifications of the general contractor and subcontractors with contracts in excess of $75,000.00, which approval shall not be unreasonably withheld, conditioned or delayed. All Tenant’s Work shall be constructed in a good and workmanlike manner and only

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new and good grades of material shall be used. Such work performed by Tenant’s Contractors shall comply with all applicable insurance requirements, all laws, statutes, ordinances and regulations of the City of Naperville, the State of Illinois and the United States of America. Tenant shall permit Landlord to observe all construction operations within the Premises, however Landlord shall not charge Tenant any supervisory or construction management fees in connection with the Tenant’s Work. No silence or statement by Landlord or any Landlord representative shall be deemed or construed as an assumption by Landlord or any Landlord representative of any responsibility for or in relation to the construction of the Tenant’s Work or any guarantee that the Tenant’s Work completed within the Premises complies with laws, complies with Tenant’s Plans, is suitable or acceptable to Tenant for Tenant’s intended business purposes or complies with the terms of this Lease.

     (iii) Tenant, at its sole cost and expense, shall file any necessary plans with the appropriate governmental authorities having jurisdiction over Tenant’s Work. Tenant shall be responsible for obtaining all permits, authorizations and approvals as necessary to perform and complete Tenant’s Work. Tenant shall not commence Tenant’s Work until the required permits authorizations and approvals for the performance and completion of Tenant’s Work are obtained and delivered to Landlord.

     (iv) Tenant shall at all times keep the Premises and adjacent areas reasonably free from accumulations of waste materials or rubbish caused by its suppliers, contractors or workmen. Landlord reserves the right to do clean-up at the expense of Tenant if Tenant fails to comply with Landlord’s reasonable cleanup requirements. At the completion of Tenant’s Work, Tenant’s Contractors shall forthwith remove all rubbish and all tools, equipment and surplus materials from and about the Premises. Any damage caused by Tenant or Tenant’s Contractors to any portion of the Premises or to any property of Landlord shall be repaired forthwith by Tenant at its expense to the condition prior to such damage.

     (v) Tenant and Tenant’s Contractors shall assume responsibility for the prevention of accidents and shall take all reasonable safety precautions with respect to Tenant’s Work and shall comply with all reasonable safety measures initiated by Landlord and with all applicable laws, ordinances, rules, regulations and orders applicable to Tenant’s Work including those of any public authority for the safety of persons or property. Tenant shall advise Tenant’s Contractors to report to Landlord any injury to any of its agents or employees and shall furnish Landlord a copy of the accident report filed with its insurance carrier within three (3) days of its occurrence.

     (vi) Tenant shall procure and maintain or cause Tenant’s Contractors to maintain the kinds and amounts of insurance as reasonably required by Landlord and otherwise in accordance with the requirements set forth in Article IX of the Lease. Prior to the commencement of any construction activity on the Premises, certificates evidencing such insurance required herein shall be delivered to

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Landlord. Such policies shall be renewed and new certificates shall be deposited with Landlord at least thirty (30) days prior to the expiration of the existing policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord and shall name Landlord as an additional insured and loss payee as its interests may appear and shall provide that they may not be terminated or modified without thirty (30) days’ advance written notice to Landlord. The minimum limits of insurance shall not limit or diminish Tenant’s liability under the Lease. The failure of Landlord to obtain such evidence from Tenant or Tenant’s Contractors before permitting construction to commence shall not be deemed to be a waiver by Landlord of any requirement herein, and Tenant shall remain under continuing obligation to maintain and cause Tenant’s Contractors to maintain the specified insurance coverage. Any and all deductibles on referenced insurance coverages shall be borne by Tenant and, if applicable, Tenant’s Contractors. Tenant expressly understands and agrees that any insurance maintained by Landlord shall apply in excess of and not contribute with insurance provided by Tenant or Tenant’s Contractors.

          B. Landlord’s Contribution . Provided that there is no uncured Event of Default by Tenant under the terms and conditions of the Lease, Landlord shall pay Tenant as Landlord’s contribution for the costs of construction of the Tenant’s Work, a sum equal to the lesser of: (i) the actual cost of the Tenant’s Work; or (ii) SEVEN HUNDRED FIFTY THOUSAND AND NO/100 ($750,000.00) DOLLARS (" Landlord’s Contribution "). Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree that a minimum of FOUR HUNDRED THOUSAND AND NO/100 ($400,000.00) of the Landlord’s Contribution shall be used solely for Tenant’s Work related to repairs or replacements of the parking lot at the Premises, the roof of the Building, the Building HVAC system, or other Building systems. The cost of all Tenant’s Work (including, but n