ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

Lease Assumption Agreement

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MRSLV Saginaw L.L.C., | Jubilee Limited Partnership

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Title: ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
Governing Law: Ohio Date: 5/12/2005
Industry: Retail (Department and Discount)

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

, Parties: mrslv saginaw l.l.c. , jubilee limited partnership

<PAGE>

EXHIBIT 10.68

Saginaw

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

This ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT is entered into

this 13th day of August, 1997, by and between Jubilee Limited Partnership, an

Ohio limited partnership (hereinafter, the "Assignor") and MRSLV Saginaw L.L.C.,

a Delaware limited liability company (hereinafter, the "Assignee") .

RECITALS:

WHEREAS, pursuant to the terms and conditions of the letter dated

June 23, 1997, as amended by letters dated July 2, 1997 and July 18, 1997

(collectively, the "Agreement"), Schottenstein Stores Corporation on behalf of

Assignor has agreed to sell and Mesirow Realty Sale-Leaseback, Inc. ("Mesirow")

has agreed to purchase that certain improved real property generally known as

3828 Bay Road, Saginaw, Michigan (the "Premises"); and

WHEREAS, Mesirow has formed Assignee for the purpose of taking title

to the Premises; and

WHEREAS, the Premises are currently occupied and subject to a

certain Lease Agreement entered into by and between Jubilee Limited Partnership

and Schottenstein Stores Corporation D/B/A Value City Furniture, dated March 6,

1996, as the same may have been amended from time to time, a copy of which is

attached hereto and incorporated herein as Exhibit A (the "Lease"); and

WHEREAS, pursuant to the terms and conditions of the Agreement,

Assignor is obligated to assign to Assignee all of its rights and title to the

Lease and Assignee is obligated to assume Assignor's duties and responsibilities

thereunder; and

WHEREAS, Assignor and Assignee desire to set forth the terms and

conditions of such assignment and assumption;

NOW, THEREFORE, in consideration of the Agreement, the mutual

covenants, obligations and rights contained herein, the parties hereby agree as

follows:

1. Assignor hereby grants, bargains, conveys and assigns to Assignee

all of its right, title and interest in and to the Lease.

2. Until the assignment of the Lease from Assignee to Value City

Department Stores, Inc., Assignee hereby expressly agrees to assume, undertake,

perform and observe all of the

<PAGE>

terms, conditions, covenants and obligations required to be performed or

observed by the lessor under the Lease.

3. Assignor hereby agrees to indemnify, defend and hold harmless

Assignee from and against any liabilities, claims, losses, damages, costs or

expenses arising directly or indirectly out of or with respect to any failure by

Assignor to perform its obligations under the Lease occurring prior to the

effective date of this Assignment.

4. Assignee expressly acknowledges and agrees that Assignor is

hereby assigning its rights in respect of the Lease without warranty of any

kind, express or implied.

IN WITNESS WHEREOF, the Assignor and Assignee have executed this

Assignment and Assumption of Lease Agreement effective on the day and year first

written above.

JUBILEE LIMITED PARTNERSHIP, an Ohio limited

partnership

By: Schottenstein Professional

Asset Management Corporation,

a Delaware corporation and

general partner

By: /s/ Thomas P. Ketteler

--------------------------

Its: Vice President

MRSLV SAGINAW L.L.C., a Delaware

limited liability company

By: Mesirow Realty Sale-Leaseback,

Inc., an Illinois corporation,

its sole member

By: /s/ [ILLEGIBLE]

--------------------------

Its: Vice President

<PAGE>

AGREEMENT OF LEASE

LANDLORD:

Jubilee Limited Partnership, an Ohio limited

partnership

1798 Frebis Ave.

Columbus, Ohio 43206

TENANT:

Schottenstein Stores Corporation d/b/a Value City

Furniture

1800 Moler Road

Columbus, Ohio 43207

PREMISES:

Bay and McCarty Roads

Saginaw, Michigan

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TABLE OF CONTENTS

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Page

----

<S> <C>

Section 1. Basic Lease Provisions and Premises 1

Section 2. Site Plan 1

Section 3. Term 2

Section 4. Rent 2

Section 5. Taxes 4

Section 6. Utilities 6

Section 7. Use 6

Section 8. Landlord and Tenant's Work 6

Section 9. Tenant Alterations and Improvements 7

Section 10. Landlord's Additional Covenants 7

Section 11. Tenant's Property 8

Section 12. Signs 8

Section 13. Assignment and Subletting 9

Section 14. Maintenance 9

Section 15. Common Area Maintenance 10

Section 16. Landlord's Maintenance and Repairs 12

Section 17. Surrender of Premises 12

Section 18. Insurance 13

Section 19. Compliance with Governmental Regulations 14

Section 20. Damage or Destruction 15

Section 21. Condemnation 16

Section 22. Indemnification 16

Section 23. Quiet Enjoyment 16

Section 24. Landlord's Covenants 16

Section 25. Hazardous Substances 16

Section 26. Default by Tenant - Remedies of Landlord 18

Section 27. Landlord's Default 20

Section 28. Conditions to Lease 20

</TABLE>

<PAGE>

<TABLE>

<S> <C>

Section 29. Nondisturbance 21

Section 30. Landlord's Construction Work 21

Section 31. Holding Over 23

Section 32. For Rent Signs 23

Section 33. Successors 23

Section 34. Waiver 23

Section 35. Notices 24

Section 36. Broker 24

Section 37. Memorandum of Lease 24

Section 38. Estoppel Certificates 24

Section 39. Landlord's Consent 24

Section 40. Marketable Title 25

Section 41. Governing Law 25

</TABLE>

<TABLE>

<S> <C>

EXHIBIT "A" - Site Plan

EXHIBIT "B" - Legal Description

EXHIBIT "C" - Use Restrictions

EXHIBIT "D" - Landlord's Work

EXHIBIT "E" - Tenant's Work

EXHIBIT "F" - Signage

EXHIBIT "G" - Broker Agreement

EXHIBIT "H" - Memorandum of Lease

</TABLE>

<PAGE>

AGREEMENT OF LEASE

THIS AGREEMENT OF LEASE made as of March 6, 1996, between Jubilee Limited

Partnership, a(n) Ohio limited partnership (the "Landlord"), and Schottenstein

Stores Corporation d/b/a/ Value City Furniture, a Delaware corporation (the

"Tenant").

Section 1. Basic Lease Provisions and Premises.

(a) Basic Lease Provisions.

(i) Name of Shopping Center: Bay Crossings

(ii) Leasable Area of Premises:48,000 square feet

(iii) Primary Lease Term: ten (10) years

(iv) Annual Fixed Rent:

<TABLE>

<S> <C>

1-5 $ 228,000.00

6-10 $ 240,000.00

</TABLE>

(v) Monthly Installment of Fixed Rent:

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<S> <C>

1-5 $ 19,000.00

6-10 $ 20,000.00

</TABLE>

(vi) Renewal Lease Term: Six (6), Five (5) year renewals

(vii) Annual Fixed Rent During Renewal Term:

<TABLE>

<S> <C>

11-15 $ 252,000.00

16-20 $ 264,000.00

21-25 $ 276,000.00

26-30 $ 288,000.00

31-35 $ 300,000.00

36-40 $ 312,000.00

</TABLE>

(viii) Monthly Installment of Fixed Rent During Renewal Term:

<TABLE>

<S> <C>

11-15 $ 21,000.00

16-20 $ 22,000.00

21-25 $ 23,000.00

26-30 $ 24,000.00

31-35 $ 25,000.00

36-40 $ 26,000.00

</TABLE>

(b) Landlord hereby leases to Tenant, and Tenant hereby rents from

Landlord, the premises containing approximately 48,000 square feet and known as

Bay Crossings and outlined on the site plan attached to this Lease as Exhibit

"A" and made a part hereof (the "Site Plan"), together with all improvements now

or to be constructed thereon, and all easements, rights, privileges and

interests appurtenant thereto (collectively referred to as the "Premises"). The

Premises constitute a portion of a shopping center known as Bay Crossings (the

"Center"). Landlord represents and warrants to Tenant that the Premises and

Center are substantially shown on the Site Plan, including all rights of access,

ingress and egress, at the point shown on the Site Plan, in, to, from and over

any and all streets, ways or alleys adjoining the Center. The real property

comprising the Center is more particularly described on Exhibit "B", attached

hereto and made a part hereof.

invitees and subtenants a non-exclusive easement in common with the other

tenants of the Center for the use of all parking areas, driveways, outdoor

lighting facilities, sidewalks, service areas, landscaped areas (including all

landscaped areas adjacent to the Premises) footpaths, corridors and the other

areas intended for the non-exclusive use of the tenants of the Center

(collectively referred to as the "Common Areas"). Tenant shall also have the

right to use, on a non-exclusive basis with other tenants of the Center, the

areas, if any, on real estate adjacent to the Center and shown on

<PAGE>

the Site Plan. Landlord covenants, represents and warrants that, during the

Lease term, there shall be reasonably adequate sidewalks, driveways and roadways

for automotive and pedestrian ingress and egress to and from Tenant's Premises

and adjacent public streets and highways.

Section 2. Site Plan. The Landlord covenants that the Center is or shall

be developed in accordance with the Site Plan and that it shall be used as a

retail shopping center throughout the term of this Lease. The Landlord may not

modify or replace the Site Plan without the prior written consent of the Tenant,

which consent shall not be unreasonably withheld or delayed. No such

modification or replacement shall (i) reduce the ratio of parking spaces to

gross leasable area of buildings in the Center shown on the Site Plan, (ii)

reduce or rearrange the parking spaces cross-hatched on the Site Plan, (ii)

interfere with truck access to the loading doors of the Premises, (iv) interfere

with customer access to the Premises or the parking areas closest to the

Premises, (v) interfere with the visibility of the Premises from the roads

providing direct access to the Center or (vi) result in the construction of any

buildings in the area designated "No Build Area" on the Site Plan.

Section 3. Term.

(a) Deleted

(b) The construction term (the "Construction Term") of this Lease shall

begin on the Commencement Date and end on the "Rent Commencement Date" (as

hereinafter defined). During the Construction Term, the Tenant shall proceed to

renovate the Premises and to install and construct in the Premises certain

additional improvements, as provided in paragraph 8 hereof.

on the date on which the Tenant opens for business in the Premises, but in no

event later than one hundred and twenty (120) days after Landlord delivers

possession (the "Rent Commencement Date") and (ii) end on the last day of the

first full Lease Year. The term "Lease Year" shall mean a period of twelve

consecutive calendar months. The first Lease Year during the term hereof shall

commence on the first day of the first February following the Rent Commencement

Date. Each subsequent Lease Year shall begin on the anniversary of the first

Lease Year.

(d) The Tenant shall have six (6) consecutive separate options to extend

the term of this Lease for successive renewal terms of five (5) Lease Years

each. The Tenant may exercise each such renewal option by giving written notice

to the Landlord at least one hundred and twenty (120) days prior to the end of

the then current term or renewal term; provided, however, that if the Tenant

fails to exercise any renewal term option, the Tenant's rights to exercise the

option shall not expire until thirty (30) days after written notice to the

Tenant from the Landlord of the Tenant's failure to exercise said option.

(e) The Construction Term, Initial Term and any renewal terms are

hereinafter collectively referred to as the "term".

(f) Beginning on the date of this Lease and ending on the Commencement

Date, the Tenant, its employees and agents shall have the right to enter the

Premises or any part thereof at reasonable times during regular business hours

for the purpose of making such inspections as the Tenant may deem reasonably

necessary; provided that (i) such entry does not interfere with the business, if

any, being operated in the Premises, and (ii) the Tenant shall restore the

Premises to substantially the same condition as existed on the date of this

Lease. In consideration of the Tenant's right to inspect the Premises, the

Tenant agrees to indemnify, defend and hold the Landlord harmless from any and

all loss, damage, claims, costs, demands or expenses (including reasonable

attorney's fees and litigation costs) resulting from such entry on the Premises

by the Tenant or its agents.

Section 4. Rent.

(a) During the Initial Term and any renewal term hereof, the Tenant agrees

to pay to the Landlord annual base rent in the amounts and for the periods set

forth below.

<PAGE>

<TABLE>

Annual Rent

Period Per Sq. Ft. Annual Rent Monthly Rent

------ ----------- ------------ ------------

1-5 $ 4.75 $ 228,000.00 $ 19,000.00

6-10 $ 5.00 $ 240,000.00 $ 20,000.00

</TABLE>

(b) Such rent shall be payable in advance in equal monthly installments

payable on the first day of each calendar month during the term hereof,

commencing on the first day of the first full calendar month following the Rent

Commencement Date. All payments of rent shall be made to the Landlord at the

address specified in paragraph 35 hereof or as the Landlord otherwise notifies

the Tenant in writing.

and it is determined from such remeasurement that the gross leasable square

footage of the Premises as set forth in paragraph 1 of this Lease is incorrect,

the annual rent shall be adjusted to equal the product of the actual gross

leasable square footage of the Premises multiplied by the applicable amount of

annual rent per square foot as set forth in subparagraph (a) above. Upon the

request of either party, an Addendum to this Lease shall be executed setting

forth the actual gross leasable square footage of the Premises.

(d) Beginning with the first Lease Year, the Tenant shall pay to the

Landlord, in addition to the minimum rental, an annual percentage rent in the

amount, if any, by which the Tenant's "Gross Sales" (as hereinafter defined)

during each Lease Year, multiplied by two percent (2%) exceeds the annual base

rent for such Lease Year. The annual percentage rent shall be paid by the Tenant

to the Landlord within sixty (60) days after the end of each Lease Year. Each

such payment shall be accompanied by a statement signed by an authorized

representative of the Tenant setting forth the Tenant's Gross Sales for each

Lease Year. For purposes of permitting verification by the Landlord of the Gross

Sales reported by the Tenant, the Landlord shall have the right, upon not less

than five (5) days notice to the Tenant, to audit the Tenant's books and records

relating to the Gross Sales for a period of two (2) years after the end of each

Lease Year. If such an audit reveals that the Tenant has understated its Gross

Sales by more than three percent (3%), the Tenant, in addition to paying the

additional percentage rent due, shall pay the cost of the audit.

Within thirty (30) days after the end of each month during the term

hereof, the Tenant shall deliver to the Landlord a statement signed by an

authorized representative of the Tenant setting forth the Gross Sales during

such month.

"Gross Sales" shall mean the aggregate amount, expressed in dollars, of

all sales of goods, whether made in full or discount prices or for cash or

credit, made in, on, or from the Premises by the Tenant, provided, however, that

the following shall be excluded from Gross Sales: (i) all credit, refunds, and

allowances granted to customers; (ii) all excise taxes, sales taxes, and other

taxes levied or imposed by any governmental authority upon or in connection with

such sales; (iii) bulk sales of goods in connection with the sale of the

Tenant's business; (iv) sales of fixtures, furniture and equipment not made in

the ordinary course of business; (v) sales of cigarettes and other tobacco

products; (vi) discount sales made to employees of the Tenant and the Tenant's

subsidiaries and affiliated corporations, if any; (vii) exchanges of merchandise

between the Tenant's warehouse or other stores and other similar movements of

merchandise; (viii) returns to suppliers; (ix) the proceeds from vending

machines and coin operated telephones and commissions on such proceeds to the

extent such proceeds and commissions are less than five percent (5%) of Gross

Sales exclusive of such proceeds and commissions; (x) uncollectible customer

charges and bad checks; (xi) disallowed credit card amounts and credit card

service charges or fees retained by the credit card company; (xii) delivery

charges; (xiii) finance charges paid directly to Tenant (which shall not include

credit card fees); (xiv) customer credit insurance; (xv) extended product

warranty fees, (xvi) fabric coating charges.

Section 5. Taxes.

(a) "Real Estate Taxes" means all general and special real estate taxes,

special assessments and other ad valorem taxes, rates, levies and assessments

paid upon or with respect to the Premises, or, if the Premises is not separately

assessed for such purposes, the tax parcels comprising the Center, for a

calendar year or portion thereof to any governmental agency or

<PAGE>

authority and all taxes specifically imposed in lieu of any such taxes. Nothing

contained in this Lease shall require the Tenant to pay any franchise,

corporate, estate, inheritance, succession, capital levy, business or transfer

tax of the Landlord, or any income, profits, gross receipts or renewal tax.

(b) Except as provided in subparagraph (c) below, the Landlord shall pay,

as and when they become due, all Real Estate Taxes payable upon or with respect

to the Center. The Landlord shall pay or cause the payment of all Real Estate

Taxes before any fine, penalty, interest or cost may be added thereto, become

due or be imposed by operation of law for the nonpayment or late payment

thereof. Should the Landlord fail to pay such Real Estate Taxes or any part

thereof, the Tenant shall have the right, at its sole election, after written

notice to the Landlord in accordance with paragraph 35, to cure such failure by

payment of the Real Estate Taxes and any interest and penalties due thereon and

may deduct the cost thereof, plus interest at the rate of ten percent (10%) per

annum (the "Default Rate"), from the next installment(s) of base rent and other

charges due hereunder. In no event shall the Tenant be liable for any discount

forfeited or penalty incurred as a result of late payment by another tenant. The

Landlord shall remain primarily responsible for such payment of Real Estate

Taxes notwithstanding the fact that such payment may be made by a tenant of the

Center or other third party pursuant to an agreement to which the Tenant is not

a party.

Tenant shall pay, within thirty (30) days after invoice thereof (but not more

than forty-five (45) days prior to the due date thereof), all Real Estate Taxes

payable upon or with respect to the Premises. Should the Tenant fail to pay such

Real Estate Taxes or any part thereof within thirty (30) days after invoice

therefor (but not more than forty-five (45) days prior to the due date thereof),

the Landlord shall have the right, at its sole election, after written notice to

the Tenant in accordance with paragraph 26, to cure such failure by payment of

such Real Estate Taxes. Any such amount(s) paid by the Landlord shall constitute

additional rent due hereunder and shall bear interest at the Default Rate until

the Landlord is reimbursed for such amounts. Tenant shall only be liable for

interest and penalties thereon to the extent arising after such thirty (30) day

payment period but prior to the payment of such Real Estate Taxes by Tenant to

Landlord.

(d) If the Premises are not separately assessed for Real Estate Taxes, the

Tenant shall reimburse the Landlord for the Tenant's pro rata share of the Real

Estate Taxes payable upon or with respect to the Center exclusive of any

penalties or late charges within thirty (30) days after the Tenant's receipt of

the Landlord's statement therefor (but not more than forty-five (45) days prior

to the due date thereof), accompanied by the tax bill on which such statement is

rendered. The Tenant's pro rata share of the Real Estate Taxes shall be

calculated by multiplying the total tax assessed, net of any early payment

discounts available from the taxing authority at the time the Tenant's payment

is due, by a fraction, the numerator of which is the gross leasable square

footage of the Premises and the denominator of which is the total gross leasable

square footage of all buildings in the Center. Changes in applicable floor areas

in the Premises or in the Center shall result in corresponding pro rata

adjustments. Real Estate Taxes shall be prorated as of the Rent Commencement

Date and the expiration or earlier termination of this Lease, and, if

applicable, the Landlord shall promptly return to the Tenant any overpayment

made by the Tenant. All basements and mezzanine areas in which Landlord is

receiving rent or income shall be included.

(e) Landlord shall deliver to Tenant copies of all notices of proposed

increases in Taxes or proposed revaluation of any property that is included in

the calculation of Tenant's proportionate share of Taxes in time to permit

Tenant to contest such proposed increases or revaluation. If the Tenant disputes

the amounts of any Real Estate Taxes, it may contest and defend, and conduct any

necessary proceedings to avoid, such disputed taxes or assessments, and the

Landlord shall cooperate with the Tenant in contesting the validity or amount of

such taxes, including joining in the signing of any protests or pleadings that

the Tenant may deem reasonably advisable to file. Any rebate made on account of

any Real Estate Taxes attributable to the Premises shall belong to, and be paid

to, the Tenant. During any such contest, the Tenant agrees to prevent any public

sale, foreclosure or any divesting thereby of the Landlord's title to the

Premises.

<PAGE>

(f) Any special assessments for benefits on or to the Center installed

following the Commencement Date shall be included in Real Estate Taxes.

(Predevelopment and development assessments and impact fees shall not be

included in Real Estate Taxes or in other pro rata charges to Tenant.) Landlord

agrees to elect the longest period available under law for payment of such

assessments. Landlord agrees that such assessments shall be amortized to Tenant

over a term not less than ten (10) years, and that any unamortized assessment

remaining at the end of the Lease term shall be borne by Landlord. If special

assessments are permitted to be paid in installments, and if the payment of such

installments are permitted to be paid over a period in excess of ten (10) years,

then there shall be included in Real Estate Taxes for any fiscal year only the

amount of the installment of such assessment that would result had Landlord

elected to pay such assessment over the maximum number of installments permitted

by law to be paid without interest or penalties. Such installments shall be in

lieu of amortizing. Landlord will not submit improvements to a special

improvements district without Tenant's prior written consent unless such

submission shall not result in any charges to Tenant for such improvements.

Section 6. Utilities. The Tenant shall pay all utility charges and

deposits required to establish accounts for gas, heat, light, water, sewer,

electricity, garbage and other utility use services supplied to the Premises

during the term of this Lease. The Premises shall be separately metered by

Landlord for such charges. In the event of any assignment or subletting of a

portion of the Premises by the Tenant then, at the Tenant's option, such

assignment or subletting shall provide that either (i) such portion of the

Premises shall be separately metered for such charges or (ii) the subtenant or

assignee shall be required to pay its pro rata share of such expenses (which pro

rata share shall be the amount of such costs multiplied by a fraction, the

numerator of which shall be the number of gross leasable square feet in that

portion of the Premises that is assigned or sublet, and the denominator of which

shall be the gross leasable square footage of the Premises).

Section 7. Use.

(a) The Tenant shall have the right to use the Premises for any retail

purpose excluding only those uses set forth in Exhibit "C", attached hereto and

made a part hereof (but only for so long as they remain in effect and have not

been otherwise waived in writing by the parties benefitted thereby). The

Landlord represents and warrants to the Tenant that the Premises are properly

zoned for Tenant's stated use and that all use restrictions are set forth in

Exhibit "C" hereof and that the Tenant's use of the Premises as a furniture

store does not violate any such use restrictions. The Tenant shall not permit or

suffer the use of the Premises for any unlawful purpose.

(b) The Landlord shall maintain in the Center a mix of tenants as will

best serve the interest of all tenants. So long as the Tenant is operating from

the Premises, the Landlord shall not lease, or approve or consent to any lease,

assignment or sublease of space in the Center to a furniture store.

Section 8. Landlord and Tenant's Work. The Landlord agrees to provide, at

its expense, the improvements to the Premises described on Exhibit "D", attached

hereto and made a part hereof (the "Landlord's Work"). The Landlord's Work shall

be deemed "substantially completed" when all of the Landlord's Work has been

completed except for punch list items that do not affect the Tenant's use or the

appearance of the Premises. The Tenant agrees to provide, at its expense, after

the completion of Landlord's Work, the improvements to the Premises described on

Exhibit "E", attached hereto and made a part hereof (the "Tenant's Work"). The

Landlord's Work and the Tenant's Work shall be done in a good and workmanlike

manner and in accordance with plans and specifications approved by the other

party, which approval shall not be unreasonably withheld or delayed, and shall

be in compliance with all applicable building codes, laws, ordinances and

regulations. The plans and specifications delivered for approval to the Tenant

and the Landlord, as applicable, shall be deemed approved if not approved or

otherwise acted upon within fifteen (15) days following receipt of such plans

and specifications. The Landlord and the Tenant shall obtain, at their own

expense, all necessary building permits for their respective work.

Section 9. Tenant Alterations and Improvements. The Tenant may, from time

to time, make or cause to be made any interior nonstructural alterations,

additions or improvements to the Premises without the Landlord's consent. The

construction of interior demising walls and interior

<PAGE>

doors shall be deemed nonstructural. The Tenant may make interior structural and

exterior alterations, additions or improvements to the Premises only with the

Landlord's prior written consent, which consent shall not be unreasonably

withheld or delayed. Any request to make such interior structural or external

alterations, additions or improvements shall be deemed approved if not approved

or otherwise acted upon within fifteen (15) days following request for such

approval. The Landlord agrees to execute and deliver upon the Tenant's request

any instrument or instruments which may be required by any public or

quasi-public authority for the purpose of obtaining any license or permit for

the making of such alterations or improvements.

Section 10. Landlord's Additional Covenants.

(a) Exclusive. To the fullest extent permitted by law and as a condition

of an inducement to Tenant's entering into this Lease, Landlord grants to Tenant

the exclusive right to operate in the Center (and any enlargement or expansion

thereof) furniture store. Any parcel sold shall require a restriction of deed

incorporating the foregoing exclusive.

(b) Covenant Against Certain Uses. To the full extent permitted by law and

as a condition and inducement to Tenant to enter into this Lease, Landlord

agrees that Landlord will not lease, rent, occupy or permit to be occupied any

premises in the Center (and any enlargement or expansion thereof) to be used for

the operation of a bingo parlor, bar, tavern, cocktail lounge, restaurant, adult

book or adult video store (defined for the purposes hereof as a store devoting

ten percent (10%) or more of its floor space to offering books and/or video

materials for sale or for rent which are directed to or restricted to adult

customers due to sexually explicit subject matter or for any other reason making

it inappropriate for general use), automotive maintenance or automotive repair

facility, warehouse, car wash, pawn shop, check cashing service, establishment

selling second hand goods, or flea market, entertainment or recreational

facility (including bowling alley) or training or educational facility; for the

renting, leasing or selling or displaying therefore of any boat, motor vehicle

or trailer; or for industrial purposes. For the purpose hereof, the phrase

"entertainment or recreational facility" shall include, without limitation, a

movie or live theater or cinema, bowling alley, skating rink, gym, health spa or

studio, dance hall, billiard or pool hall, massage parlor, health club, game

parlor or bingo parlor or video arcade (which shall be defined as any store

containing more than five (5) electronic games). The phrase "training or

educational facility" shall include, without limitation, a beauty school, barber

college, reading room, place of instruction or any other operation catering

primarily to students or trainees as opposed to customers. Notwithstanding the

foregoing, Landlord may lease any premises in the Center for use as a restaurant

provided that Landlord complies with the restrictions set forth hereunder in

this Section (b). Notwithstanding anything to the contrary contained in this

Lease and subject to the provisions of Section above, no part of the Center

within four hundred feet (400') of Tenant's Building shall be used as a

restaurant (except that one restaurant, sit down type, not to exceed 2,500

square feet shall be permitted, provided, however, any such restaurant use shall

not offer liquor, beer or wine for sale).

any changes in use or other alterations to any building within one hundred (100)

feet of the Premises.

(d) Landlord acknowledges that in the event of a breach or an attempted or

prospective breach hereof by Landlord, Tenant's remedies at law would be

inadequate. Therefore, in any such event, if such breach is not cured within

sixty (60) days after written notice from Tenant to Landlord, Tenant shall be

entitled, at its option and without limitation of any other remedy permitted by

law or equity or by this Lease, to cancel this Lease on thirty (30) days written

notice to Landlord and/or to full and adequate relief by temporary and permanent

injunction; provided that the remedy of lease cancellation shall not be

applicable if the violation of this Section is due to the breach of another

tenant's lease and Landlord is, in Tenant's good faith judgment, diligently

pursuing appropriate legal proceedings to halt the violation.

Section 11. Tenant's Property. All equipment, inventory, trade fixtures

and other property owned by the Tenant and located in the Premises shall remain

the personal property of the Tenant and shall be exempt from the claims of the

Landlord or any mortgagee or lienholder of the Landlord without regard to the

means by which they are installed or attached. The Landlord expressly waives any

statutory or common law landlord's lien and any and all rights granted under

<PAGE>

any present or future laws to levy or distrain for rent (whether in arrears or

in advance) against the aforesaid property of the Tenant on the Premises and

further agrees to execute any reasonable instruments evidencing such waiver, at

any time or times hereafter upon the Tenant's request. The Tenant shall have the

right, at any time or from time to time, to remove such trade fixtures or

equipment. If such removal damages any part of the Premises, the Tenant shall

repair such damages. Tenant is expressly authorized to finance, pledge, and

encumber its own trade fixtures, equipment, and inventory for purposes of

financing such trade fixtures, equipment and inventory.

Section 12. Signs.

(a) Announcements. Landlord agrees, upon execution of this Lease, to

erect, at Landlord's expense, a sign on the Premises. Such sign shall be a

minimum of four feet (4') by eight feet (8') and visible to the public, as set

forth on Exhibit "F" attached hereto and made a part hereof.

(b) Pylon and Building Signs. Landlord shall, at its sole cost and

expense, construct, erect and maintain at the location shown on the Site Plan,

pylon signs upon which Tenant's advertising panel shall be installed, and

thereafter throughout the Term of the Lease, Tenant shall have continuous

representation on the pylon sign(s) and Building sign and any replacement pylon

approves the color of Tenant's advertising panel for the pylon signs. The

dimensions and structure of the pylon sign, as well as the size of Tenant's

advertising panel and its placement in relation to other panels on the pylon

signs shall be approved by Tenant, in accordance with Tenant's sign requirements

as identified on Exhibit "F". Tenant shall have the right to install its

standard signs on the exterior of the Premises, as described on Exhibit "F"

attached hereto. Landlord agrees to provide an adequate building facia for

Tenant's signs.

exterior building signs in a good state of repair, save the Landlord harmless

from maintenance or removal of such signs, provided that at the end of this

Term, the Tenant agrees to remove the same and repair any damages caused

thereby.

(d) Interior Signage. Tenant shall also have the right to place signs or

banners in the windows of the Premises, provided same are professionally done.

(e) Removal. Landlord agrees that at or before the time for surrender of

the Premises to Landlord, said Tenant may remove all the trade fixtures and

signs and all other personal property owned by Tenant in accordance with Section

herein.

Section 13. Assignment and Subletting. Tenant shall have the right,

without the consent of the Landlord, (i) to grant licenses and/or concessions

with the Premises, and (ii) to assign this Lease or sublet all or any portion of

the Premises to a parent, subsidiary or affiliate corporation of the Tenant or

to a successor by merger, acquisition or consolidation of the Tenant, its parent

or subsidiary or to a corporation acquiring all or substantially all of the

assets of the Tenant, its parent or subsidiary; provided, however that Tenant

shall remain fully liable hereunder. Notwithstanding the foregoing, Tenant shall

be released from all further liability hereunder in the event such assignee (i)

has a net worth of at least Ten Million Dollars ($10,000,000.00), and (ii) has

sufficient business experience and a good business reputation.

Tenant shall have the right, without the consent of Landlord, to assign

this Lease or sublet the Premises to any party or entity other than set forth in

the immediately preceding paragraph, so long as (i) such proposed use does not

violate any exclusive in the Center existing as of the date hereof, (ii) such

use is consistent with the general character of the Center, and (iii) the

proposed assignee or subtenant has sufficient business experience and a good

business reputation. In all other cases, Tenant may assign or sublet upon

obtaining the prior written consent of Landlord, which consent shall not be

unreasonably withheld or delayed. Tenant shall remain liable hereunder unless

such assignee or subtenant has a net worth greater than that of Tenant at the

time of such proposed assignment or subletting.

Section 14. Maintenance.

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(a) The Tenant shall maintain at its expense the interior of the Premises,

including the doors and windows therein, in good condition and repair. The

Tenant shall repair defective work performed as part of the Tenant's Work but

shall have no obligation to repair any defective work performed by the Landlord

as part of the Landlord's Work.

(b) Tenant shall have the right to make alterations or additions to the

Premises at its sole cost and expense provided, nevertheless, that any such

alterations or additions shall be of good workmanship and material and shall not

reduce the size and strength of the then existing improvements. Tenant shall not

be required to remove any such additions or alterations or t

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