ASSIGNMENT AND ASSUMPTION OF LEASE

ASSIGNMENT AND ASSUMPTION OF LEASE


THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this
"Assignment") is made and entered into as of the 31st day of May,
2006, by and between BLUE BELL PARTNERS, LLC, an Ohio limited
liability company, ("Assignor") and AEI INCOME & GROWTH FUND 24
LLC, a Delaware limited liability company, as to an undivided
forty-five percent (45%) interest as a tenant in common, and AEI
INCOME & GROWTH FUND 26 LLC, a Delaware limited liability
company, as to an undivided fifty-five percent (55%) interest as
a tenant in common, both having a mailing address at 1300 Wells
Fargo Place, 30 East Seventh Street, Saint Paul, Minnesota 55101
(together, collectively referred to as "Assignee").


RECITALS:

A. Assignor and Assignee (successor-in-interest to AEI
Fund Management, Inc.) are parties to that certain Purchase and
Sale Agreement dated March 9, 2006, as it may have been amended
(the "Agreement"), pursuant to which Assignee is acquiring from
Assignor the real property and improvements, located at 65 North
University Blvd., Middletown, Ohio, as more particularly
described on EXHIBIT A attached hereto and incorporated herein by
this reference (the "Property").

B. Pursuant to the terms of the Agreement, Assignor desires
to sell, assign, convey, transfer and set over to Assignee and
Assignee desires to assume all of Assignor's interest in that
certain Lease Agreement dated July 22, 2004 (the "Lease"), by and
between Assignor and Advance Stores Company, Incorporated, a
Virginia corporation (the "Tenant"), including all rents prepaid
for any period subsequent to the date of this Assignment, subject
to the terms and conditions set forth below.

C. Assignor is the Landlord under the Lease with full right
and title to assign the Lease and the Rent to Assignee as provided
herein. The Lease is valid, in full force and effect and has not
been modified or amended. So far as is known to Assignor, there
is no default by Tenant under the Lease and no Rent has been
waived, anticipated, discounted, compromised or released.

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

1 Assignor hereby irrevocably and unconditionally sells,
assigns, conveys, transfers and sets over unto Assignee, its
heirs, successors and assigns as of the date hereof (the
"Effective Date"), all of Assignor's right, title and interest
in, to and under: (i) the Lease, together with any and all
guaranties thereof, if any, and (ii) any and all rents prepaid as
of the Effective Date, held by Assignor in connection with the
Lease (the "Rent").

2. Assignee hereby assumes and shall be liable for any and
all liabilities, claims, obligations, losses and expenses,
including reasonable attorneys' fees arising in connection with
the Lease which are actually incurred, and which arise by virtue
of acts or omissions occurring thereunder, on or after the
Effective Date. Assignor shall indemnify and hold Assignee
harmless from any and all liabilities, claims, obligations,
losses and expenses, including reasonable attorneys' fees arising
in connection with the Lease or as a result of Assignor's failure
to fulfill the landlord's duties and obligations accruing under
the Lease prior to the Effective Date. Assignee shall indemnify
and hold Assignor harmless from any and all liabilities, claims,
obligations, loss and expenses, including reasonable attorneys'
fees, arising in connection with the Lease or as a result of
Assignee's failure to fulfill the landlord's duties and
obligations accruing under the Lease on or after the Effective
Date. Assignee shall be entitled to receive all income arising
from the Lease from and after said Effective Date. Assignor shall
be entitled to receive all income accruing from the Lease prior
to the Effective Date.

3. Assignor shall direct the tenant and any successor
tenant under the Lease to pay to Assignee the Rent and all other
monetary obligations due or to become due under the Lease for the
period beginning on the Effective Date.

4. This Assignment shall be governed by and construed in
accordance with the laws of the state in which the Property is
located.

5. All rights and obligations of Assignee and Assignor
hereunder shall be binding upon and inure to the benefit of
Assignor, Assignee and the heirs, successors and assigns of each
such party.

6. This Assignment may be executed in any number of
counterparts, each of which shall be effective only upon delivery
and thereafter shall be deemed an original, and all of which
shall be taken to be one and the same instrument, for the same
effect as if all parties hereto had signed the same signature
page. Any signature page of this Assignment may be detached from
any counterpart of this Assignment without impairing the legal
effect of any signatures thereon and may be attached to another
counterpart of this Agreement identical in form hereto but having
attached to it one or more additional signature pages.

7. Whenever the context so requires in this Assignment,
all words used in the singular shall be construed to have been
used in the plural (and vice versa), each gender shall be
construed to include any other genders, and the word "person"
shall be construed to include a natural person, a corporation, a
firm, a partnership, a joint venture, a trust, an estate or any
other entity.


[Signatures are on the following page]

IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment and Assumption of Lease as of the day and year first
above written.


ASSIGNOR:

BLUE BELL PARTNERS, LLC



By: /s/ David A Kitzmiller
Its: Authorized Member
Date: 5-31-06


STATE OF OHIO )
) ss.
COUNTY OF HAMILTON )

On this 30th day of May, 2006, before me, the undersigned, a
Notary Public in and for said State, personally appeared David A
Kitzmiller, personally known to me to be the person who executed
the within instrument as the Authorized Member of Blue Bell
Partners, LLC, an Ohio limited liability company , on behalf of
said Company.


/s/ Ronald Glenn Smith
Notary Public
[Notary Seal]



[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
SIGNATURES TO CONTINUE ON THE FOLLOWING PAGE]



ASSIGNEE:
AEI INCOME & GROWTH FUND 24 LLC,
a Delaware limited liability company

By: AEI Fund Management XXI, Inc.,
a Minnesota corporation, its Managing Member

By: /s/ Robert P Johnson
Name: Robert P Johnson
Title: President



STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )

On this ____ day of ________, 2006, before me, the undersigned, a
Notary Public in and for said State, personally Robert P.
Johnson, personally known to me to be the person who executed the
within instrument as the President of AEI Fund Management XXI,
Inc., a Minnesota corporation, the managing member of AEI Income
& Growth Fund 24 LLC, a Delaware limited liability company, on
behalf of said company.


/s/ Jennifer L Schriner
Notary Public
[Notary Seal]


AEI INCOME & GROWTH FUND 26 LLC,
a Delaware limited liability company

By: AEI Fund Management XXI, Inc.,
a Minnesota corporation, its Managing Member

By: /s/ Robert P Johnson
Name: Robert P Johnson
Title: President


STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )

On this ____ day of ________, 2006, before me, the undersigned, a
Notary Public in and for said State, personally Robert P.
Johnson, personally known to me to be the person who executed the
within instrument as the President of AEI Fund Management XXI,
Inc., a Minnesota corporation, the managing member of AEI Income
& Growth Fund 26 LLC, a Delaware limited liability company, on
behalf of said company.

/s/ Jennifer L Schriner
Notary Public

[Notary Seal]

EXHIBIT "A"


Legal Description

DESCRIPTION FOR,: Core Resourees,Inc

LOCATION: University
Boulevard, City of
Middletown Lot 20
1.58
0.8801 Acres

Situate in Section 22, Town 2, Range 4, City of
Middletown, Third Ward, Butler County, Ohio, and
being all of Consolidated Lot No. 2,0158, consisting
of part of Lot 692 and all of Lots 693, 694, 695,
696, 697 and 698 of the Plat of the City of
Middletown, and being more particularly described as
follows:

Beginning in 5/8" iron pin existing in the northwest
corner of said Lot 20158, said iron pin being in the
intersection of the south right of way line of
Manchester Avenue and the east right of way line of
University Boulevard; thence


in said south right of way line of .Manchester
Avenue, South 76 14'46" East, 202.44 feet to a
5/8" iron pin set in the northeast corner of said
Lot 20158, said iron pin also being in the
northwest corner of Lot 20159; thence

in said west muir ci said Lot 20139 and in the cast
line of said Lot 201.58, South 14 00'12" West, 180.18
feet to a fling nail set in the southeast corner of
Lot 20138, said rung nail also being in the north
right of way line of a 16' wide alley; thence

in said north right of way line of a 16 wide alley,
North 76"00'09" West, 178.03 feet to a 5/8" iron
pill existing in i comer of a right of way take as
shown in the City of Middletown, Ohio, University
Boulevard, Grand Avenue to Miami Avenue, No. A-21-3
Right of Way Plans; thence

in the right of way lines of said Right of Way Plans, the
following five courses:

1. North 1359'51" East, 1.74-feet to a 5/8" iron pin existing.,
thence
2. North 76 00'09" West, 19:53 feet to a cross notch existing;
thence
3. along an arc deflecting to the right, having a radius of
40.00 feet, an arc distance of
26.53 feet, said arc bears North 41'08'13" West, 26.05
feet to a cross notch existing,
thence
4. along an arc deflecting to the left, having a radius of
64:00 feet, an .arc distance of 22.33 feet, said arc bears
North 18 43'24" East, 22.22 feet to a cross notch existing;
thence
5. along an arc deflecting to the right, having a radius of
292.00 feet, an arc distance of 84.37 feet, said arc bears
North 17'00'18" East, 84.0'7 feet to a cross notch existing;
thence
6. North 64 43'03" West, 1.00 feet to a cross notch existing in
the west line of aforesaid Lot 20158; thence


10172 International Boulevard Cincinnati, Ohio 45246
Tel: 513.942.9420 Fax: 513.860.8220



In the west line of said Lot 20158, North

25"16'57" East, 57.50 feet to the point of

beginning. Containing 0.8801 acres, or 38,337

square feet of land.

Subject to all easements, covenants and restrictions of
record.

The above description is the result of a field
survey supervised by Patrick S. Finn of Preferred
Surveying Company, Inc., Ohio Registered Surveyor
No. 7181, dated 12-January 2004.

The above described real estate is a part of the same
premises conveyed to :Davis Holdings, Ltd, by (Iced recorded
in Official Record 6050, Page 1640, of the Butler County,
Ohio Recorder's Office.




10172 International Boulevard Cincinnati, Ohio 45246

Tel: 513.942.9420 Fax: 513.860.8220



LEASE AGREEMENT

THIS LEASE AGREEMENT (this "Lease") is made as of January
16, 2004 (the "Commencement Date"), between BLUE BELL PARTNERS,
LLC, an Ohio limited liability company ("Landlord"); and ADVANCE
STORES COMPANY, INCORPORATED, a Virginia corporation ("Tenant").

In consideration of their mutual covenants and other
valuable consideration, the adequacy and sufficiency of which are
hereby acknowledged, Landlord and Tenant hereby agree as follows:

1) LEASED PREMISES. Subject to and in accordance with the terms
hereof, Landlord hereby leases to Tenant, and Tenant leases from
Landlord, the premises situated at University Boulevard, in the
City of Middletown, Butler County, Ohio consisting of part of lot
number 692, entire lots number 693, 694, 695, 696, 697, and 698
as the same are known and designated on the recorded plat of the
City of Middletown, Butler County, Ohio of which is outlined in
red on a survey dated December 10, 2003, prepared by Preferred
Surveying Company, Inc. (the "Survey"), which Survey is attached
hereto as Exhibit "A" and is incorporated herein by this
reference (together with all appurtenances, rights, interest,
easements and privileges in any way pertaining thereto, the
"Land"), together with the improvements to be constructed on the
Land by Landlord pursuant to this Lease, such improvements to
consist of a building space of approximately 7,000 square feet of
gross leasable floor area (the "Building") and the surrounding
parking, landscape and sidewalk areas (including any and all
striping of such parking areas) (collectively, the "Other
Improvements"), all as identified on the site plan attached
hereto as Sheet 2 in Exhibit "B," Attachment 1 and incorporated
herein by this reference (the "Site Plan"). The Land, the
Building and the Other Improvements, together with the "Tenant's
Improvements" (as hereinafter defined), if any, shall hereinafter
be collectively referred to as the "Leased Premises."

2) CONSTRUCTION OF LEASED PREMISES. Landlord shall, at its sole
cost and expense, perform the "Work" (as defined in the
Construction Provisions) in accordance with the construction
provisions attached hereto as Exhibit "B" (the "Construction
Provisions").

3) USE.

a) Tenant may use the Leased Premises for the display,
storage and sale of automotive parts, accessories, supplies
and/or maintenance items or for any and all other lawful
uses; provided, however, in no event shall the Leased
Premises be used for any of the following (collectively, the
"Prohibited Uses"):

i) trailer court, junk yard, waste material collection
facility, or auction house;

ii) establishments providing adult-type entertainment or
displays of a variety involving or depicting nudity or lewd acts;

iii) a massage parlor;
iv) a funeral home;

v) a facility for the sale of paraphernalia for use with
illicit drugs;

vi) a facility for the sale or display of pornographic (as
determined by community standards for the area in which the
Leased Premises is located) material;

vii) overnight parking of campers, mobile homes, boats or tractor
trailers, except for such trailers as are a part of Tenant's
business operations;

viii) any exploration, drilling or similar operation of any
kind;

ix) dance hall, bar, restaurant, off-track betting business,
billiard or pool hall, bingo or similar games of chance, game
arcade, nightclub or flea market;

x) any use which involves the raising, breeding or keeping of
any animals or poultry;

xi) any dangerous or unsafe uses;

xii) any industrial uses, including, without limitation, any
manufacturing, smelting, rendering, brewing, refining, chemical
manufacturing or processing, or other manufacturing uses;

xiii) any mining or mineral exploration or development except
by non-surface means;

xiv) drug or alcohol rehabilitation or treatment center;

xv) abortion clinic; or

xvi) any place of religious worship such as a church, temple,
synagogue, mosque, or the like.

b) Tenant may operate its business at the Leased Premises under
any name of its choosing or permitted by law and may set its
hours and days of operation, if any, in its sole discretion.
Notwithstanding anything contained herein to the contrary, (i)
nothing in this Lease shall constitute an agreement of Tenant
(express or implied), directly or indirectly, to open or operate
a business in the Leased Premises, the rentals received hereunder
constituting the entire consideration for Landlord's entering
into this Lease, and (ii) Tenant may, at any time during the
"Term" (as hereinafter defined), without Landlord's consent,
cease business operations at and/or remove any and all of
Tenant's "Personal Property" (as hereinafter defined) from the
Leased Premises.

4) TERM/EXTENSIONS.

a) The initial term of this Lease (the "Initial Term")
shall commence on the Commencement Date and shall terminate
on the last day of the month in which occurs the fifteenth
(15th) annual anniversary of the "Rent Commencement Date"
(as hereinafter defined). The Rent Commencement Date shall
be the earlier to occur of (i) the date that is forty-five
(45) days following the "Completion Date" (as defined in the
Construction Provisions) or (ii) the date on which Tenant
opens for business to the public at the Leased Premises.
Notwithstanding the foregoing, in the event the following
conditions have not been satisfied prior to such Rent
Commencement Date, then Tenant may, at Tenant's option, pay
no Basic Rent, Percentage Rent or any other charges due
under this Lease to Landlord until such time as such
conditions have been satisfied or waived (whereupon Tenant
shall pay all accrued Basic Rent, Percentage Rent and/or
other charges due hereunder at the time of such satisfaction
or waiver):

(i) Landlord has delivered to Tenant all applicable
subordination, non-disturbance and attornment agreements executed
by any and all Mortgagees and/or Ground Lessors with respect to
the Leased Premises in the form attached to this Lease as Exhibit
"C"; and

(ii) Landlord has delivered to Tenant, and Tenant has approved,
those certain easement agreements, declarations, covenants,
restrictions, rules, regulations and other documents or
agreements affecting the Leased Premises set forth in Exhibit "H"
as Permitted Encumbrances, and Landlord has placed of record and
delivered a certified copy to Tenant of all such agreements and
documents.

Landlord and Tenant shall confirm the Rent Commencement Date
by a supplemental commencement date agreement, the form of
which agreement is attached hereto as Exhibit "D". The
period of time from the Commencement Date until the Rent
Commencement Date shall hereinafter be referred to as the
"Construction Term."

b) In addition to the Initial Term, Tenant shall have the
option (each such right referred to herein as a "Renewal
Option") to renew and extend this Lease for three (3)
consecutive five (5) year periods (each such period referred
to as an "Option Period" and collectively as the "Option
Periods") immediately following the Initial Term, during
which Option Period(s) all the provisions, conditions and
covenants of this Lease shall continue in full force and
effect except that (i) "Basic Rent" (as hereinafter defined)
payable for the Option Period(s) shall be as set forth in
Section 5(a) of this Lease and (ii) "Percentage Rent" (as
hereinafter defined) payable for the Option Period(s) shall
be as set forth in Section 5(b) of this Lease. Each Renewal
Option shall be deemed exercised automatically unless Tenant
shall give Landlord written notice of its election not to
exercise any such Renewal Option at least one hundred eighty
(180) days prior to the expiration of the Initial Term or
any then-current Option Period, as applicable.
c) From and after the date on which a Renewal Option is
exercised, references to the words "Term" in this Lease
shall include the Option Period(s) by which the Term shall
have been extended. In the event this Lease is canceled or
terminated, the expiration date of this Lease shall be that
date on which this Lease is canceled or terminated. The term
"Lease Year" shall mean each successive period of twelve
(12) consecutive calendar months, commencing on the
anniversary of the Rent Commencement Date, except that the
first Lease Year shall commence on the Rent Commencement
Date.

5) RENT.

a) Basic Rent. Commencing on the Rent Commencement Date,
during each Lease Year, Tenant shall pay Landlord the
following monthly sums ("Basic Rent") which shall be
payable, in advance, on the first day of each month:

Initial Term:
Years 1-10 $10,860.50 per month
Years 11-15 $11,946.58 per month
First Option Period $12,543.92 per month
Second Option Period $13,171.08 per month
Third Option Period $13,829.58 per month

If the Rent Commencement Date shall be a day other than the
first day of a month, the amount of Basic Rent shall be
prorated for the balance of such month on a per diem basis,
and the prorated Basic Rent for such month shall be due and
payable on the Rent Commencement Date.

b) Percentage Rent. In addition to the Basic Rent, in the
event that Tenant's "Gross Sales" (as hereinafter defined)
during any calendar year exceed the applicable breakpoint set
forth in the table below, commencing on the Rent Commencement
Date, Tenant shall pay to Landlord a sum equal to two and one-
half percent (2.5%) of Tenant's Gross Sales in excess of the
applicable breakpoint (such payment being hereinafter
referred to as "Percentage Rent"):

Term Breakpoint
Initial Term:
Years 1-10 $5,213,040.00
Years 11-15 $5,734,360.00
First Option Period $6,021,080.00
Second Option Period $6,322,120.00
Third Option Period $6,638,200.00


Within ninety (90) days after the end of each calendar year
or the end of the Term, whichever shall first occur, Tenant
shall deliver to Landlord, at the place then fixed for the
payment of rent, an annual statement of Gross Sales for the
preceding calendar year and the full Percentage Rent payable
hereunder, if determined to be payable.


Tenant shall prepare and keep at its principal offices, until at
least the date that is twelve (12) months following the end of
each calendar year, an accurate account of its Gross Sales
disclosing the cash receipts and such other information as may be
reasonably necessary to determine the Gross Sales, including all
such sales records which would normally be examined by an
independent accountant pursuant to generally accepted accounting
principles if an audit of Tenant's Gross Sales were to be
performed. Landlord may, at its option and expense, acting alone
or through its duly authorized representatives, inspect and audit
Tenant's record of sales made from the Leased Premises at any
time or from time to time, provided such inspection and audit
covering a calendar year (i) is made within twelve (12) months
following receipt of Tenant's statement for such calendar year
and (ii) is performed by Landlord's employees or regularly
employed certified public accountants whose fees shall not be
charged on a contingent fee or similar basis. Any claim by
Landlord for revision of any statement of Gross Sales or for
additional Percentage Rent for any calendar year must be made in
writing to Tenant within fifteen (15) months after the receipt of
Tenant's statement for such calendar year. If such inspection and
audit shall disclose a deficiency in Percentage Rent paid for
such calendar year, Tenant shall promptly pay to Landlord the
amount of such deficiency. Furthermore, notwithstanding anything
contained herein to the contrary, if such inspection and audit
shall disclose that the Gross Sales stated in the previously
submitted annual statement of Gross Sales of Tenant were less
than ninety-five percent (95%) of the actual Gross Sales, and
that Percentage Rent has thus been erroneously underpaid, Tenant
shall pay or reimburse Landlord for all reasonable costs and
expenses of the certified public accountant selected to perform
such inspection and audit. Landlord agrees to hold in confidence
all information obtained from Tenant during any inspection and
audit of Tenant's books and records; provided, however, Landlord
may disclose Tenant's Gross Sales to Landlord's "Mortgagee(s)"
(as hereinafter defined) if such disclosure is required by such
Mortgagee(s) and if such Mortgagee(s) agree to hold such
information in confidence.

The term "Gross Sales" as used in this Lease shall mean the
actual sales price for all goods, wares and merchandise sold by
Tenant upon or from the Leased Premises, including sales and
charges for cash or credit (subject to collection, as limited by
subsection (12) below) and including, but not limited to, such
sales and services where the orders therefore originate in, at or
from the Leased Premises; provided, however, that the following
transactions shall be expressly excluded from the term "Gross
Sales": (1) service charges paid by customers or other charges
for extending credit to customers, and amounts in excess of
Tenant's cash sales price charged to customers on sales made on
credit or under a time payment plan; (2) sales to employees of
Tenant at discount; (3) returns to and refunds made by Tenant;
(4) exchanges of merchandise between stores or warehouses of
Tenant or any affiliate or subsidiary of Tenant where such
exchange is made solely for the convenient operation of the
business of Tenant and not for the purpose of consummating a sale
which has been made at the Leased Premises; (5) city, county,
state or federal sales, luxury or excise taxes (if otherwise
included in the calculation of Gross Sales) on such sales which
are both added to the selling price (or absorbed therein) and
paid to the taxing authority by Tenant (but not by Tenant's
vendor); (6) sums and credits received in the settlement of
claims for loss of or damage to
merchandise; (7) receipts for incidental items, such as
cigarettes and candy, from snack bars, cafeterias and
vending machines operated primarily for the use of Tenant's
employees and receipts from public or private pay
telephones; (8) charges for repair and/or servicing of
merchandise, including sales of service contracts; (9)
delivery and installation charges relating to work performed
outside the Leased Premises; (10) exchanges of merchandise,
but only to the extent of the value of the merchandise
returned for exchange; (11) sales of Personal Property used
at the Leased Premises and not sold in the ordinary course
of business; (12) sales which are uncollectible and written
off Tenant's books as uncollectible; (13) allowances on
merchandise claimed to be defective or unsatisfactory; (14)
service charges on bad checks; (15) revenues generated from
video games, vending machines, shampoo machines, in-store
automatic teller machines, telefax and telecopy machines or
other similar machinery and equipment; (16) sales of lottery
tickets; (17) revenues generated from coupon processing;
(18) accommodation check cashing fees and accommodation
sales, such as sales of postage stamps, government bonds or
savings stamps or similar items; and (19) returns of
merchandise to shippers or manufacturers.

Tenant makes no representations or warranties as to the
sales, if any, which it expects to make in the Leased
Premises, and Landlord acknowledges that the Percentage
Rent, if any, is in the nature of a bonus, the amounts of
which, if any, may fluctuate from year to year. Landlord and
Tenant agree that if Tenant should assign, sublease or
vacate the Leased Premises prior to the expiration of the
Term, Tenant's liability for rent due after Tenant has
assigned, subleased, or vacated the Leased Premises shall be
limited to Basic Rent and shall not include Percentage Rent.

c) Tenant shall have no obligation to pay Basic Rent,
Percentage Rent or any other charges due under this Lease to
any party other than Landlord unless and until Tenant has
received notice of a change given pursuant to Section 24
below. In the event such notice is given in connection with a
transfer or sale of Landlord's interest in the Leased
Premises and/or this Lease, such notice shall not be binding
upon Tenant until Tenant has received (i) a copy of the
instrument assigning or transferring Landlord's interest,
(ii) a letter specifying the addresses to which rent and
notices are to be forwarded to such assignee or transferee
and (ii) a W-9 form executed by the assignee or transferee.
The instrument assigning or transferring Landlord's interest
shall evidence the fact that such assignee or transferee has
assumed all of Landlord's obligations under this Lease and
has acquired sufficient title to the Leased Premises to
enable such assignee or transferee to perform such
obligations; provided, however, this provision shall not be
applicable to any transfer given as security for a loan, and
no transfer shall release a prior Landlord from any liability
hereunder that accrued during the period of such prior
Landlord's ownership of the Leased Premises.

6) WARRANTIES

a) Landlord warrants and represents that, as of the
Commencement Date and during the Term:

i) Landlord (1) is an Ohio limited liability company duly
formed, validly existing and in good standing under the law of
the State of Ohio is qualified to do business in and is in good
standing under the laws of the State of Ohio which the Land is
located (the "State"), and (3) has full right and power to
execute and perform this Lease and to grant the estate demised
herein; Landlord's Member, who is acting as its signatory for
this Lease, is duly authorized and empowered to act for and on
behalf of the limited liability company, and this Lease,
including its execution by Landlord, is enforceable and binding
upon Landlord and has been authorized by all requisite action on
behalf of the limited liability company. Upon request by Tenant,
Landlord shall furnish to Tenant (i) written evidence of
Landlord's authority to complete this transaction and empowering
those executing documents on Landlord's behalf to do so and (ii)
Landlord's certificate of good standing in the State;

ii) Landlord is either currently the owner of the Land in fee
simple absolute or will become such owner; this Lease is and
shall be a first lien on the Leased Premises subject only to any
"Mortgage" (as hereinafter defined) or "Ground Lease" (as
hereinafter defined) to which this Lease may be subordinated as
set forth in Section 20 below; and neither the "Permitted
Encumbrances" (as hereinafter defined) nor any other encumbrances
grant any other party the rights to use any parking spaces
located on the Leased Premises;

iii) Neither the execution and delivery by Landlord of this Lease
nor the performance by Landlord of the terms hereof will (x)
conflict with or violate any other agreement or instrument or any
writ, order or decree to which Landlord is a party or by which
Landlord is bound or (y) be precluded by or cause a breach of any
agreement, mortgage, contract or other instrument or document to
which Landlord is a party or which encumbers or otherwise
adversely affects the Leased Premises; and

iv) This Lease represents the valid, binding obligation of
Landlord, enforceable against Landlord in accordance with its
terms.

b) Landlord warrants and represents that, as of the Commencement
Date:

i) The Leased Premises is presently, or will be prior to
commencement of the Work, properly subdivided in compliance with
all applicable laws and regulations and constitutes a tax parcel
separate from any other real property; the zoning classification
of, and all other governmental regulations pertaining to, the
Leased Premises shall permit the construction by Landlord as
provided by this Lease and the use of the Leased Premises by
Tenant in accordance with the terms of this Lease; and the number
of parking spaces totaling forty-five (45) spaces as shown on the
Site Plan shall be provided in the parking area;

ii) Landlord's fee simple interest in the Leased Premises is
free and clear of any mortgages, deeds, encumbrances,
declarations, easements, agreements, leases,tenancies,
restrictions, rules or regulations which affect or restrict or
could affect or restrict the use or intended use of the Leased
Premises by Tenant, its employees, customers, invitees,
successors and/or assigns, except those matters set forth on
Exhibit "H" attached hereto and entitled "Permitted Encumbrances"
(the "Permitted Encumbrances"); and

iii) The execution and delivery of this Lease by
Landlord has been duly authorized by all required
corporate action.

c) Tenant represents and warrants to Landlord that:

i) Tenant (1) is a corporation duly formed, validly existing
and in good standing under the law of the Commonwealth of
Virginia and (2) is qualified to do business in and is in good
standing under the laws of the State;

ii) Neither the execution by Tenant of this Lease nor the
performance by Tenant of the terms hereof will conflict with or
violate any other agreement or instrument or any writ, order or
decree to which Tenant is a party or by which Tenant is bound;
and

iii) The execution and delivery of this Lease by Tenant has been
duly authorized by all required corporate action, and this Lease
represents the valid, binding obligation of Tenant, enforceable
against Tenant in accordance with its terms.

7) TENANT'S FURNISHINGS, FIXTURES, EQUIPMENT AND OTHER PERSONAL
PROPERTY. Tenant, at its sole cost and expense, may supply and
install anywhere in or on the Leased Premises any furnishings,
fixtures, equipment and/or other personal property, including a
satellite dish and any necessary cables or supporting equipment
(collectively, "Personal Property"), which it deems necessary
for its use of the Leased Premises; provided, however, that
Tenant shall repair, at its own expense, any damage to the
Leased Premises occasioned by such installation. Landlord and
Tenant recognize that Tenant may commence the installation of
its Personal Property prior to the Completion Date, as defined
in the Construction Provisions. Any such Personal Property
supplied and installed in the Leased Premises, except that which
is permanently attached, shall be and remain the property of
Tenant. Such delivery, installation and placement of Personal
Property in the Leased Premises by Tenant shall not constitute
final acceptance or actual possession of the Leased Premises by
Tenant, and shall not obligate Tenant to pay Basic Rent,
Percentage Rent or other charges prior to the Rent Commencement
Date set forth in Section 4(b) of this Lease. It is agreed by
Landlord and Tenant that upon and during delivery of such
Personal Property by Tenant, Landlord shall provide Tenant with
a secure structure and access to the Leased Premises.

Any damage to the Leased Premises occasioned by the removal of
such Personal Property shall be repaired by Tenant at its sole
cost and expense, unless such damage is caused by Landlord's
negligence, intentional misconduct, or willful acts, or the
negligence, intentional misconduct, or willful acts of
Landlord's agents or contractors, in which event such damage
shall be repaired by
Landlord at its sole cost and expense. Risk of loss as to such
Personal Property shall remain with Tenant at all times prior to
and during the Term. Tenant shall indemnify, defend, and save
Landlord harmless from and against all claims, suits, liabilities
and expenses, including reasonable attorneys' fees, for damage or
injury to persons or property directly resulting from Tenant's
negligent installation of Personal Property in the Leased
Premises, except to the extent that such claim, suit, liability
or expense is caused, in whole or in part, by Landlord's
negligence, intentional misconduct, or willful acts, or the
negligence, intentional misconduct, or willful acts of Landlord's
employees, agents or contractors.

8) TENANT'S ALTERATIONS AND SIGNS.

a) Tenant shall have the right, but not the obligation, at its
sole cost and expense and at any time, without Landlord's
consent, to make non-structural improvements, alterations and
replacements in, on or to the Leased Premises. Tenant agrees that
such improvements, alterations, additions and replacements will
(i) be made in a good and workmanlike manner by licensed
contractors and (ii) comply with all applicable laws, and Tenant
shall defend, indemnify and hold Landlord harmless from any and
all costs, damages and expenses resulting therefrom, except to
the extent that such costs, damages or expenses are caused by
Landlord's negligence, intentional misconduct, or acts or
omissions, or the negligence, intentional misconduct, or acts or
omissions of Landlord's agents or contractors. Tenant shall not
make any structural improvements, alterations, additions or
replacements without first obtaining Landlord's written consent
thereto, which consent shall not be unreasonably withheld,
conditioned or delayed. If Landlord's consent is required and if
plans and specifications for such work must be prepared in order
for Tenant to obtain a building permit for such work, then
conceptual plans and specifications for such work shall be
provided to Landlord prior to commencement of any such work.
Landlord shall be deemed to have consented to such work if
written notice of disapproval, with reasons specified, is not
received by Tenant within fifteen (15) days following Tenant's
delivery of such plans and specifications to Landlord. Without
cost or expense to Landlord, Landlord shall cooperate with Tenant
in Tenant's efforts to obtain any and all licenses, building
permits, certificates of occupancy or other governmental
approvals which may be required in connection with any such
improvements, alterations, additions and replacements, and
Landlord shall execute, acknowledge and deliver any documents
reasonably required in furtherance of such purposes.

b) Tenant may erect, at its cost and in its sole discretion, an
announcement sign on the Leased Premises, the location, size and
style of which shall be in Tenant's sole and absolute discretion,
announcing Tenant's future business at the Leased Premises.
Tenant may, at its cost and in its sole discretion, but subject
to compliance with all applicable governmental regulations,
install (1) any and all exterior signs on the exterior walls
and/or roof of the Leased Premises as it deems necessary and (2)
any and all pylon or monument signs on the Leased Premises as it
deems necessary. Tenant's ability to erect at the Leased Premises
no less than 225.66 square feet of exterior signage in the
color(s), size(s) and location(s) shown on page 7 of the
Prototypical Plans and Exhibit "I-1" (as defined in the
Construction Provisions) and no less than a 60 square foot pylon
sign in the
size(s) and location(s) shown on page 7 of the Prototypical
Plans and Exhibit "I-1" (as defined in the Construction
Provisions) and no less than a 60 square foot monument sign
in the color(s), size(s) and location(s) shown in Exhibit "I-
2" attached hereto and on the Site Plan is a condition
precedent to its obligations under this Lease and, in that
regard, Tenant shall apply for all necessary governmental
permits for its desired signage within a reasonable period
of time after the Commencement Date of this Lease and shall
reasonably diligently pursue such application thereafter. In
the event Tenant does not receive all necessary governmental
permits for Tenant's desired signage by the date Landlord
has received the "Approvals" (as defined in Section 3(a) of
the Construction Provisions), Tenant, at its option, may
terminate this Lease by giving written notice to Landlord.
If local laws do not permit the signage that Tenant desires
to erect, then Tenant may, at its expense, seek a sign code
variance to allow Tenant's signage. Landlord shall execute
any documents, forms or applications necessary for Tenant to
obtain all necessary zoning approvals, variances or special
exceptions for any and all of Tenant's signage and shall
promptly execute all documents required in connection
therewith. Notwithstanding anything contained herein to the
contrary, Tenant shall be entitled, without Landlord's
consent, but subject to compliance with all applicable
governmental regulations, to replace any and all of its
signs with signage consistent with Tenant's then-current
prototypical sign plans. In the event of an assignment or
subletting as a result of which Tenant is no longer
occupying any portion of the Leased Premises, Tenant's signs
may be replaced by signs identifying the appropriate
assignee or subtenant, provided that the specific design of
such signage shall be subject to Landlord's consent, which
consent shall not be unreasonably withheld, conditioned or
delayed.

c) Any alterations made by Tenant to the Leased Premises
shall hereinafter be referred to as the "Tenant's
Improvements." Except for Tenant's Personal Property, the
Tenant's Improvements that are permanently attached or
affixed to the Leased Premises shall become the property of
Landlord upon the expiration of this Lease.

9) ASSIGNMENT AND SUBLEASING. Tenant shall have the right to
sublet, assign, transfer, reassign and grant concessions or
licenses (a "Transfer") in all or any part of the Leased
Premises and any of Tenant's rights and obligations under this
Lease, without Landlord's consent. In the event of such a
Transfer, Tenant shall remain liable for all of Tenant's
obligations to Landlord arising hereunder (except for the
payment of Percentage Rent) so long as this Lease is not
changed, modified or amended in any respect by Landlord and any
transferee. Should Tenant wish to be relieved of its obligations
hereunder upon a Transfer, Landlord's prior consent to a
Transfer shall be required, which consent shall not be
unreasonably withheld, conditioned or delayed. Notwithstanding
the immediately preceding sentence, in the event any assignee
hereunder or assignee's guarantor subsequent to an assignment
has a net worth calculated in accordance with generally accepted
accounting principles equal to or greater than the net worth of
Advance Stores Company, Incorporated, as of the end of the
fiscal year in which the Commencement Date of this Lease occurs,
Landlord's consent to such assignment shall not be necessary,
and Tenant shall thereafter automatically (and without any
action by Landlord) be relieved of any further obligations under
this Lease. Landlord acknowledges and agrees that Landlord's
conditioning of the granting of its consent upon obtaining (i) a
material amendment or modification to the terms of this Lease or

(ii) monetary compensation, shall be deemed
unreasonable. In the event Tenant shall be reorganized, merged or
consolidated with any other corporation, limited liability
company or other business entity, or shall sell all or
substantially all of its assets, any resulting or surviving
corporation, limited liability company or other business entity,
or any other person, which shall, as a result of such
reorganization, merger, consolidation or sale, succeed to
substantially all of the assets or the business of Tenant, and
which shall assume all of the liabilities and obligations of
Tenant under this Lease, shall automatically and without the
necessity of further assignment or any other act become and be
Tenant under this Lease in accordance with and subject to all of
the terms, provisions and conditions hereof. Tenant shall give
Landlord notice of any Transfer, such notice to include a copy of
the original instrument evidencing such Transfer; provided,
however, that Tenant's failure to provide such notice shall not
be an "Event of Default" (as hereinafter defined) by Tenant
hereunder or give Landlord the right to exercise any right or
remedy against Tenant hereunder.

10) MAINTENANCE AND REPAIRS:

a) Subject to Landlord's repair and restoration obligations
described in Sections 10(b) and 14 below, Tenant shall, at
its cost, during the Term (excluding the Construction Term):

i) Maintain, repair and/or replace, in good condition, ordinary
wear and tear excepted, each and every portion of the Leased
Premises (including, without limitation, all exterior signs
related to safety required by law [including handicapped parking
signs and fire lane signs] and the exterior of the Building)
except for any items the maintenance, repair or replacement of
which are Landlord's responsibility hereunder; and

ii) Keep the Leased Premises in a reasonably clean and neat
condition and not permit the accumulation of any trash, rubbish
or garbage (except as accumulated in containers awaiting
collection or disposal) in, on or about any part of the Leased
Premises and arrange for collection or disposal of accumulated
trash, rubbish and garbage from the Leased Premises.

b) Notwithstanding the provisions of Section 10(a) above and
anything contained herein to the contrary, Landlord shall be
responsible, at its sole cost and expense, for the following
maintenance, repairs and/or replacements to the Leased
Premises during the Term:

i) any and all maintenance, repairs and/or replacements to the
slab, foundation and structure of the Leased Premises (including,
without limi