LAND AND BUILDING LEASE AGREEMENT

                                                                   EXHIBIT 10.35

                                                              EXECUTION ORIGINAL

                        LAND AND BUILDING LEASE AGREEMENT

      THIS LAND AND BUILDING LEASE AGREEMENT (this "LEASE"), dated to be
effective as of July 20, 2004, is made by and between THRIFTY OIL CO., a
California corporation ("LANDLORD") having an address at 13116 East Imperial
Highway, Santa Fe Springs, CA 90670, Attn: Moshe Sassover and Barry Berkett, and
FMI INTERNATIONAL LLC, a Delaware limited liability company ("TENANT") having an
address at 800 Federal Boulevard, Carteret, NJ 07008, Attn: President.

                                    RECITALS

      A. Landlord is the owner of that certain real property located in the
County of Riverside and the State of California and described on EXHIBIT "A"
attached hereto and incorporated herein (the "LAND"), together with the building
containing approximately 532,000 square feet (the "BUILDING") and any and all
other improvements located thereon, and all rights, privileges, easements,
tenements, hereditaments, rights of way and appurtenances belonging or
appertaining thereto (including all right, title and interest of Landlord in, to
and under any and all roads, streets, alleys and driveways adjacent thereto), as
are now owned or hereafter acquired by Landlord (collectively, including the
Land and the Building, the "LEASED PREMISES"), having a street address of 3355
Dulles Drive, Mira Loma, California 91752.

      B. Landlord desires to lease the Leased Premises to Tenant, and Tenant
desires to lease the Leased Premises from Landlord, subject to and in accordance
with the terms and conditions of this Lease.

      C. Landlord and Footstar Corporation, a Texas corporation ("FOOTSTAR") are
parties to a Purchase and Sale Agreement and Escrow Instructions dated of even
date herewith (the "PURCHASE AGREEMENT"), pursuant to which Landlord is
purchasing from Footstar the Land and the Building comprising the Leased
Premises, and Tenant and Footstar are parties to an Asset Purchase Agreement
dated of even date herewith (the "ASSET PURCHASE AGREEMENT") pursuant to which
Tenant is purchasing from Footstar all of the fixtures, equipment, machinery,
inventory, furniture, furnishings and other personal property located on the
Leased Premises, including without limitation all warehouse equipment,
industrial equipment, four wall system capabilities (including but not limited
to WMS and WCS systems), material handling equipment, warehouse supplies,
furniture and other items, as more particularly set forth in the Asset Purchase
Agreement (but not including any building components (rather than business
operation fixtures and equipment) including, without limitation any building
electrical, mechanical or HVAC components).

      D. Tenant and Footstar are also entering into a Receiving, Warehousing and
Physical Distribution Services Agreement dated of even date herewith (together
with any and all amendments thereto, the "OPERATING AGREEMENT"), pursuant to
which Tenant agrees to provide certain services and facilities to Footstar and
grants Footstar certain rights with respect to the business operations to be
conducted by Tenant on the Leased Premises, as more fully set forth in the
Operating Agreement.

                                       1.

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                                    AGREEMENT

      1. GRANT OF LEASE. In consideration of the Rent and the mutual covenants
and agreements contained in this Lease, Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord the Leased Premises, subject to and in
accordance with the terms, provisions and conditions set forth in this Lease.
The Leased Premises is leased to Tenant in its current, as-is condition, without
any warranty as to such condition, and Tenant acknowledges that it has inspected
and accepts the Leased Premises in its current, as-is condition.

      2. TERM. The initial term (the "INITIAL TERM") of this Lease shall be
eight (8) years commencing on the date of this Lease (the "COMMENCEMENT DATE")
and expiring on July 19, 2012 (the "EXPIRATION DATE"), unless sooner terminated
as provided herein, and subject to extension by Tenant as provided in Section 3
below.

      3. OPTION TO EXTEND. Tenant shall have the right to extend the Initial
Term for one additional five (5) year period (the "EXTENSION TERM") by
delivering written notice to Landlord on or before the date which is one year
prior to the Expiration Date, provided that Tenant is not in default at the time
such notice is given or at the commencement of the Extension Term. The Extension
Term shall be on the same terms and conditions contained herein applicable at
the Expiration Date, except the Rent shall be the then-fair market rental value
for the Leased Premises, which means what a landlord under no compulsion to
lease the Leased Premises and what a tenant under no compulsion to lease the
Leased Premises would determine as rent for the Extension Term, as of the
commencement of the Extension Term, taking into consideration the uses permitted
under this Lease, the quality, size, design, age, and location of the Leased
Premises, and the rent for comparable buildings located in the vicinity of Mira
Loma, California, but excluding any consideration of the value of Tenant's
fixtures, machinery, systems, equipment, and other Tenant's Property,
Alterations or other improvements installed or located by Tenant therein. The
fair market rental value shall be as determined by Landlord in the reasonable
exercise of its real estate business judgment; provided, however, if Tenant
objects to such determination made by Landlord, within ten (10) days after
receipt of written notice of such rental amount by Tenant, each party shall
within fifteen (15) days (after then end of the 10-day period) select an
independent third-party appraiser, which appraisers shall within fifteen (15)
days after their selection select a third independent third-party appraiser who
shall within thirty (30) days after such selection determine the fair market
rental value for the Leased Premises for the Extension Term, which the parties
agree shall be binding. Notwithstanding the foregoing, in no event shall the
Rent for the Extension Term be less than the Rent last in effect prior to the
Extension Term. The Extension Term shall commence at midnight on the date on
which the Initial Term expires and shall continue until the fifth (5th)
anniversary thereof. (The Initial Term and the Extension Term are collectively
referred to herein as the "TERM").

      4. OPTION TO TERMINATE. Notwithstanding anything to the contrary contained
herein, Tenant shall have the option to terminate this Lease effective at any
time prior to the fourth (4th) anniversary of the Commencement Date, with
delivery of at least 120 days' prior written notice to Landlord stating therein
the termination date, upon which date this Lease shall terminate as if such date
were the date originally scheduled for expiration of this Lease; provided,
however, if such termination is to occur at any time during the first two years
of this Lease, Landlord shall

                                       2.

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waive monthly payments of Rent (but not Additional Rent) by Tenant for the 120
day period immediately prior to termination.

      5. HOLDOVER TENANCY. In the event that Tenant continues to occupy the
Leased Premises beyond the expiration of the Term, such occupancy shall be a
tenancy-at-sufferance, commencing at midnight on the date on which the Initial
Term or Extension Term expires, upon the same terms and conditions as contained
herein, and at a rental rate equal to one hundred fifty percent (150%) of the
Rent paid immediately prior to the expiration of the Initial Term or the
Extension Term. This holdover provision does not authorize any holdover
occupancy that is not expressly authorized by Landlord in writing.

      6. ANNUAL RENT. During the Term, Tenant agrees to pay Landlord rent (the
"RENT") in the amounts set forth on Exhibit B attached hereto, prorated for any
partial months. Rent shall be payable monthly in advance on the first day of
each and every calendar month during the Term. The first Rent payment shall be
due on the Commencement Date. If any installment of Rent or other payment is not
paid within five (5) days of the date due, Tenant shall pay a late fee in the
amount of 5% of such payment to offset additional costs incurred by Landlord by
reason of such late payment.

      7. NET LEASE. The Rent and other sums and charges to be paid by Tenant as
provided in this Lease shall be absolutely net to Landlord. Except as otherwise
specifically set forth in this Lease, Tenant shall pay, as additional rent, all
costs, charges obligations, taxes, assessments and expenses of every kind and
nature against or relating to the Leased Premises or the use, occupancy,
insurance, maintenance, repair or replacement thereof, which arise or become due
during the Term of this Lease (the "ADDITIONAL RENT"), and Landlord shall have
no obligation therefor. Landlord shall not bear any costs or expenses relating
to the Leased Premises nor provide any services or do any act in connection with
the Leased Premises except as otherwise specifically provided in this Lease.
Tenant agrees that Landlord shall not be obligated to assume any Service
Contracts (as defined in the Asset Purchase Agreement) in connection with
Footstar's sale of the Leased Premises to Landlord.

      8. SECURITY DEPOSIT. Tenant shall pay to Landlord the sum of One Hundred
Six Thousand Four Hundred and no/100ths Dollars ($106,400.00) (the "SECURITY
DEPOSIT"), which is the equivalent of one month's Rent, as security for the
performance by Tenant of Tenant's covenants and obligations under this Lease.
The Security Deposit shall be paid by Tenant in three monthly installments of
$35,467, $35,467, and $35,466 payable respectively with the first three monthly
payments of Rent owed to Landlord during the Initial Term. Upon and during the
continuance of an Event of Default by Tenant under this Lease, Landlord may,
without prejudice to any other remedy and without waiving such Event of Default,
apply all or any portion of the Security Deposit to the extent necessary to cure
such Event of Default by Tenant. Following any such application of the Security
Deposit, Tenant shall pay to Landlord on demand the amount so applied in order
to restore the Security Deposit to its original amount. The Security Deposit, or
so much thereof as is then held by Landlord, shall be returned to Tenant,
without interest, at the expiration or earlier termination of this Lease
provided Tenant is not then in default hereunder. If Landlord transfers its
interest in the Leased Premises during the term of this Lease, Landlord may
assign the Security Deposit together with assignment of this Lease to the
transferee, and Landlord thereafter shall have no further liability for the
return of such Security Deposit.

                                       3.

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      9. TENANT'S USE. Tenant is engaged in the business of providing third
party logistics, distribution and transportation services including, but not
limited to (i) air and ocean freight forwarding worldwide, and (ii)
transloading, warehousing, distributing, providing value added services,
information technology services, and local and long-distance trucking throughout
North America. Tenant may use the Leased Premises for such purposes, or uses
incidental thereto ("TENANT'S USE") and for no other use or purpose. Tenant
shall not be required to continuously occupy the Leased Premises or to
continuously operate its business at the Leased Premises, and may vacate and
cease operations on the Leased Premises, provided that Tenant otherwise complies
with the requirements of this Lease. Tenant shall comply in all respects with
all applicable laws, orders, ordinances, directives, rules, regulations and
requirements of any duly constituted public authority relating to the Leased
Premises and Tenant's use of, and business and operations conducted on or from,
the Leased Premises, and with all recorded covenants, conditions and
restrictions applicable to the Leased Premises; PROVIDED, HOWEVER, that Tenant
shall not be obligated to perform or pay for any repairs or replacements to the
Building or any electrical, mechanical or HVAC components required to bring the
Leased Premises into compliance with laws at the Commencement Date of the Lease,
except if such requirements relate solely to Tenant's use of and business
operations conducted on the Leased Premises. With the prior consent of Landlord
(not to be unreasonably withheld, conditioned or delayed), Tenant will have the
right to contest by appropriate proceedings diligently conducted in good faith
in the name of Tenant or, with the prior consent of the Landlord (not to be
unreasonably withheld, conditioned or delayed), in the name of Landlord, or
both, without cost or expense to Landlord, the validity or application of any
law without incurring any lien, charge, or liability of any kind against the
Leased Premises, and without subjecting Tenant or Landlord to any liability,
civil or criminal, for failure to comply.

      10. UTILITIES. Tenant shall be responsible for obtaining and paying for as
Additional Rent all utilities serving the Leased Premises during the Lease.
Tenant may install or cause to be installed any utility service lines and
facilities on the Leased Premises as Tenant in its discretion deems necessary or
desirable, including without limitation the installation of telecommunication
lines and facilities through the exterior walls and on the roof of the Building
(provided that all such work shall be done in accordance with plans and
specifications which have been approved by Landlord as provided herein, which
approval shall not be unreasonably withheld, conditioned or delayed, and
provided that, at Landlord's option, Tenant shall remove all such installations
at Lease termination or expiration and repair all damage, unless at the time of
Tenant's request for Landlord's approval Tenant shall have requested and
Landlord shall have agreed that removal of such installations by Tenant will not
be required). Tenant shall contract directly with the utility providers, and pay
when due all charges for gas, electricity, water, sewer, telecommunications and
other utility services used, rendered or supplied to or for the Leased Premises
during the Term.

      11. MAINTENANCE AND REPAIRS. Tenant shall maintain at Tenant's sole cost
and expense the Leased Premises in the same condition and repair as delivered by
Landlord on the Commencement Date, reasonable wear and tear (which occurs
despite Tenant's performance of its maintenance and repair obligations under
this Lease), damage by casualty to the extent not caused by Tenant or its agents
or invitees, or condemnation, and damage resulting from the gross negligence or
willful misconduct of Landlord excepted, and will make all repairs, maintenance
and replacements required to maintain such condition. Notwithstanding the
foregoing, costs for

                                       4.

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replacement (but not repairs involving no capital improvements) of the roof and
the walls, columns and footings (but not the slab) of the Building shall be
shared between Landlord and Tenant, provided there is an independent written
confirmation of the need therefor, and Tenant's share of such cost shall be
determined by multiplying such cost by a fraction, the numerator of which is the
number of years (prorated for partial years) remaining in the Term (including
the Extension Term if then or thereafter exercised) and the denominator of which
is 15 in the case of the roof and 20 in the case of walls, columns, and
footings. At the expiration or earlier termination of this Lease, Tenant will
surrender the Leased Premises in the same condition and repair as delivered by
Landlord on the Commencement Date, reasonable wear and tear (which occurs
despite Tenant's performance of its maintenance and repair obligations under
this Lease), damage by casualty to the extent not caused by Tenant or its agents
or invitees, or condemnation, and damage resulting from the gross negligence or
willful misconduct of Landlord excepted. Tenant shall remove the conveyor
systems and related components, and Tenant may remove all other Tenant's
Property and Alterations from the Leased Premises unless the removal thereof
will adversely affect the structure or major systems of the Building. Tenant
will repair any damage occasioned by any removal by Tenant, which obligation
will survive the end of this Lease.

      12. TAXES. Tenant shall pay before they become delinquent, as Additional
Rent, all real estate taxes and assessments imposed during the Term upon or
against the Leased Premises. Tenant shall deliver to Landlord reasonable written
evidence of such payment not less than ten (10) business days before the date
such taxes and assessments would be delinquent. It any taxes and assessments may
be paid in installments, then Tenant may pay such taxes and assessments in
installments as long as Tenant provides evidence of payment to Landlord at least
ten (10) days before the date such installments would be delinquent. Taxes and
assessments shall be prorated based on the most recent assessment and levy
between Landlord and Tenant for any partial years of the Lease Term. Tenant
shall have the right, but shall not be obligated, to contest any taxes or
assessments levied against the Leased Premises, and Landlord shall cooperate
reasonably with Tenant, at Tenant's expense, in connection with such contest.
Any abatement, reduction or recovery of taxes or assessments applicable to
amounts paid or payable by Tenant shall be payable solely to Tenant. In addition
to payment of real estate taxes, Tenant shall pay when due all personal property
taxes, assessments, fees and assessments due to any owner's association, license
fees and other charges assessed against Tenant's Property located from time to
time on the Leased Premises.

      Notwithstanding the foregoing, following an Event of Default by Tenant
hereunder and continuing after any cure thereof, at Landlord's option, Tenant
shall pay real estate taxes and assessments by making monthly escrow payments to
Landlord, in amounts as are reasonably estimated by Landlord from time to time,
with any underpayment or overpayment, and additional payment from or refund to
Tenant reconciled at the time such taxes are paid by Landlord.

      13. INSURANCE.

            (a) LANDLORD'S INSURANCE. From the Commencement Date and continuing
throughout the Term, Landlord shall maintain "ALL-RISK" property insurance in an
amount equal to the full replacement cost of the Building and any real property
improvements located on the Leased Premises, with such additional coverages
(including, without limitation, earthquake

                                       5.

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coverage and rent loss coverage) as Landlord shall elect. Landlord shall upon
Tenant's request, provide Tenant with a copy of Landlord's certificate of
insurance. Tenant shall reimburse Landlord for the cost of such insurance within
thirty (30) days after Landlord provides Tenant invoices or other evidence
reasonably satisfactory to Tenant of the cost of insurance.

            (b) TENANT'S INSURANCE. From the Commencement Date and continuing
throughout the Term, Tenant shall maintain insurance for the full replacement
cost thereof insuring Tenant's Property and any Tenant improvements located on
the Leased Premises, and all property of any other party located on the Leased
Premises for which Tenant has assumed custody or control, as well as commercial
general liability insurance (in primary and/or umbrella policies) covering the
Leased Premises in the amount of at least $10,000,000 for property damage or
bodily injury or death of any one person and $10,000,000 for any one occurrence.
Tenant shall name Landlord as an additional insured for liability insurance and
provide a certificate of insurance to Landlord upon request. All insurance
required to be maintained hereunder may be provided by blanket insurance
policies.

            (c) WAIVER OF SUBROGATION. Landlord and Tenant each hereby waive any
and all rights of recovery against the other and against the officers,
directors, shareholders, employees, agents, contractors and representatives of
the other to the extent that such loss or damage is insured against (or is
required hereby to be insured against by the party suffering the loss) in any
insurance policy which either party may have in force at the time of such loss
or damage. Landlord and Tenant shall, upon obtaining the policies of insurance
required hereunder, give notice to the insurance carrier or carriers that the
foregoing mutual waiver of subrogation is contained herein. Landlord and Tenant
shall, from time to time, upon request, cause their respective insurers to issue
appropriate waiver of subrogation rights endorsements to all insurance policies
carried in connection herewith.

      14. QUIET ENJOYMENT. Landlord covenants that so long as Tenant fulfills
the conditions and covenants required of it to be performed, Tenant will have
peaceful and quiet possession of the Leased Premises for the Term free from
disturbance or hindrance by any party claiming by, through or under Landlord.

      15. NON-DISTURBANCE AND ATTORNMENT. Landlord shall use commercially
reasonable efforts to obtain from every senior landlord, if any, and every
senior or junior mortgagee and holder of a deed of trust encumbering Landlord's
interest in the Leased Premises (collectively, the "FEE MORTGAGEES"), a
commercially reasonable agreement, in recordable form, wherein each Fee
Mortgagee agrees to not disturb Tenant's possession or use of the Leased
Premises or deprive Tenant of any rights or increase any of its obligations
under this Lease, provided Tenant is not in default of its obligations under
this Lease (the "SUBORDINATION, RECOGNITION AND NON-DISTURBANCE AGREEMENT").
Notwithstanding Landlord's satisfaction of the foregoing requirement, this Lease
shall be subordinate to any Fee Mortgage now existing or arising after the date
of this Lease, or any renewal, extension or replacement thereof only if Landlord
provides Tenant with a Subordination, Recognition and Non-Disturbance Agreement
executed by each Fee Mortgagee. If Landlord fails to provide such Subordination,
Recognition and Non-Disturbance Agreement to Tenant for any Fee Mortgagee
holding a lien or encumbrance senior to this Lease, Tenant shall have the right
at any time thereafter, prior to Tenant's receipt of such agreement, to
terminate this Lease upon sixty (60) days' prior written notice to Landlord,
unless

                                       6.

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Landlord shall, within such notice period obtain such Subordination, Recognition
and Non-Disturbance Agreement.

      16. IMPROVEMENTS AND ALTERATIONS. Tenant shall have the right to make
alterations, additions and improvements (collectively, the "ALTERATIONS") to the
Leased Premises as Tenant may deem desirable; provided, however, that if the
exterior appearance, or structural elements of the Building, or Building systems
will be affected by such Alterations, or if such Alterations will cost more than
$25,000, Tenant shall give written notice and complete plans and specifications
to Landlord of the proposed Alterations and Landlord shall have 30 days after
the receipt of such notice to consent to or disapprove the Alterations. If
Landlord disapproves such Alterations, Landlord shall detail the reasons for
such disapproval. Any Alterations constructed upon the Leased Premises by Tenant
shall be and remain the property of Tenant during the Term. At Landlord's
request (unless at the time of Tenant's request for Landlord's approval Tenant
shall have requested and Landlord shall have agreed that removal of such
installations by Tenant will not be required), or upon Tenant's election
(notwithstanding any request otherwise by Tenant made at the time of Landlord's
approval), Tenant shall remove the Alterations upon expiration or earlier
termination of this Lease and repair any damage caused by such removal.. All
Alterations shall be accomplished by Tenant using adequately insured and bonded
contractors reasonably approved by Landlord, in a good, expeditious, quality and
workmanlike manner, in conformity with applicable laws, regulations, ordinances
and orders and any covenants, conditions and restrictions encumbering the Leased
Premises, and in accordance with the plans and specifications approved by
Landlord as provided above. Tenant shall pay when due all claims for labor and
materials related to all Alterations and will not allow any lien to attach to
the Leased Premises, unless Tenant is diligently contesting the removal of such
lien and has provided a bond or other security required under applicable law to
avoid forfeiture of the Leased Premises, or as may otherwise be reasonably
acceptable to Landlord. Landlord may enter upon the Leased Premises for the
purpose of inspecting the work and for posting appropriate notices with respect
to any Alterations, including but not limited to notices of non-responsibility.
The conveyor systems and related components purchased by Tenant from Footstar
shall be removed by Tenant and any damage caused by such removal shall be
repaired by Tenant upon expiration or earlier termination of this Lease.

      17. DAMAGE OR DESTRUCTION. If at any time during the Term, the Leased
Premises or any portion thereof is damaged or destroyed by fire or other
casualty, Landlord shall within forty-five (45) days from the date of said
damage or destruction notify and inform Tenant as to the amount of time required
for Landlord at its expense to restore the Leased Premises reasonably to the
condition existing prior to such damage or destruction (the "RESTORATION
PERIOD"). If the Restoration Period exceeds two hundred forty (240) days, within
twenty (20) days after receipt of such notice of the Restoration Period, either
party may, by notice to the other party, elect to terminate the Lease, in which
event the parties shall be released from all further obligations and liability
thereunder (except for such obligations that expressly survive termination). If
neither party elects to terminate the Lease, the Lease shall continue, subject
to restoration of the Leased Premises by Landlord within the time period
identified in Landlord's notice as the Restoration Period, as extended by any
events or conditions beyond the reasonable control of Landlord. In the event the
repair or rebuilding of the Leased Premises has not been completed within the
Restoration Period, as extended by any events or conditions beyond the
reasonable control of Landlord, Tenant may: (a) agree to an extension of the
Restoration Period; or (b) terminate this

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Lease and the parties shall be released from all further obligations and
liability hereunder (except for such obligations as expressly survive
termination). During any period that the damage or destruction is such as to
render the use of the Leased Premises impractical or impossible, as reasonably
determined by Tenant, the Rent and other charges payable by Tenant shall abate
(proportionate to the portion of the Leased Premises so affected) from the date
of such casualty or damage through the completion of repairs.

      18. TENANT'S DEFAULT. In the event Tenant shall fail to pay the Rent when
due or shall fail to perform any of its other obligations under the Lease, after
notice of such default shall have been given as provided below (an "EVENT OF
DEFAULT BY TENANT"), Landlord may elect, without waiver of any other rights or
remedies available to Landlord, to either: (a) re-enter the Leased Premises by
summary or similar proceedings and re-let the Leased Premises, using reasonable
efforts therefor, or (b) to terminate this Lease and obtain possession of the
Leased Premises. In addition to, and not in lieu of, the foregoing remedies,
Landlord may at any time, but shall not be obligated to, cure any default of
Tenant, and in such event, all reasonable, out-of-pocket costs incurred by
Landlord shall be paid to Landlord by Tenant.

      In the event Landlord elects to re-enter the Leased Premises, Landlord
may, but shall not be obligated to, make such alterations and repairs as may be
necessary in order to relet the Leased Premises, and relet the Leased Premises
or any part thereof for such term or terms (which may extend beyond the Term of
this Lease) and at such rental and upon such other terms and conditions as
Landlord in its reasonable discretion may deem advisable. Upon each such
reletting all rentals and other sums received by Landlord from such reletting
shall be applied, first, to the payment of any indebtedness other than Rent due
hereunder from Tenant to Landlord; second, to the payment of any costs and
expenses of such reletting, including reasonable brokerage fees and attorneys'
fees as well as costs associated with any necessary repairs; third, to the
payment of Rent and other charges due and unpaid hereunder; and the residue, if
any, shall be held by Landlord and applied in payment of future Rent as the same
may become due and payable hereunder. If such rentals and other sums received
from such reletting during any month are less than that to be paid during that
month by Tenant hereunder, Tenant shall pay such deficiency to Landlord on the
Rent payment date provided herein. Landlord shall use reasonable efforts to
mitigate damages by reletting. If such rentals and sums are more, Tenant shall
have no right to the excess.

      If Landlord shall elect to terminate this Lease, Landlord shall be
entitled to recover from Tenant all costs incurred by Landlord by reason of
Tenant's default, including, without limitation, all costs incurred to relet the
Leased Premises, together with all Rent due to the date of termination, plus an
amount equal to the then-present value (as calculated by Landlord in the
reasonable exercise of its real estate business judgment) of the excess of the
Rent reserved in this Lease for the remainder of the Term over the fair market
value of the Leased Premises for the remainder of the Term.

      Landlord shall not exercise remedies for default hereunder on the part of
Tenant until 5 days after Tenant's receipt of written notice of any monetary
default, provided that such notice shall not be required to be given by Landlord
more than twice in any 12-month period, and 30 days after Tenant's receipt of
written notice of any non-monetary default, and Tenant within such time shall
have failed to remedy such default. If any default by Tenant, except monetary

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defaults, cannot reasonably be cured within 30 days after receipt of such
notice, then Tenant, provided that Tenant is diligently pursuing such cure,
shall have additional time, not in excess of 60 days, as may be reasonably
necessary to cure such default. Landlord shall not exercise any remedies
otherwise available to Landlord under this Lease and/or at law or in equity
without having given the notices and allowed the cure periods expressly set
forth in this Lease. Landlord agrees to accept cure of any Tenant Event of
Default from Footstar; provided that such cure is made within the time allowed
to the Tenant for such cure.

       19. LANDLORD'S DEFAULT. Should Landlord default in the performance of any
of the covenants on the part of Landlord to be kept or performed and such
default shall continue for thirty (30) days after receipt of written notice from
Tenant stating the nature and extent of the default (an "EVENT OF DEFAULT BY
LANDLORD"), and provided that Landlord is diligently pursuing such cure,
Landlord shall have additional time, not in excess of 60 days, as may be
reasonably necessary to cure such default, Tenant shall, at its option, and in
addition to any other remedy available to Tenant at law or in equity, have the
right to terminate this Lease upon delivery of written notice to Landlord, or
cure the Event of Default by Landlord, including, but not limited to, the making
of any repairs or replacements to the Leased Premises, and Landlord shall
reimburse Tenant, on demand, for all of Tenant's reasonable, out-of-pocket
costs. Notwithstanding the foregoing, Tenant may cure any default, with only
such notice to Landlord as is reasonable under the circumstances, where the
failure to promptly cure such default would create or allow to persist a
condition constituting an imminent threat to human health or substantial damage
to property.

      Any default notice to landlord shall also be given to any lender for
Landlord with respect to which Landlord gives Tenant notice of such lender's
name and address, and such lender shall have the right, but not the obligation,
to cure such default.

      Upon final judicial determination of the validity and amount of any costs
incurred by Tenant in performing any of the Landlord's obligations hereunder as
aforesaid, Tenant may set-off such costs incurred by Tenant against Rent or and
any other payment by the Tenant due or to become due hereunder.

      20. CONDEMNATION. If any portion of or interest in the Leased Premises
shall be permanently or temporarily (in excess of 180 days) taken under any
right of eminent domain or any transfer in lieu thereof, and such taking renders
the Leased Premises unsuitable in the reasonable judgment of Tenant for Tenant's
Use, Tenant may terminate this Lease by written notice to Landlord within thirty
(30) days after such taking of the Leased Premises. All proceeds of such taking
shall be the property of Landlord, except Tenant shall have the exclusive right
to claim any proceeds for the taking of Tenant's Property, the unamortized value
of Tenant's improvements and Alterations, moving expenses, expenses for
disruption and relocation of business, and loss of goodwill, provided that any
such payment to Tenant does not reduce the amount that would otherwise be
payable to Landlord.

      21. ASSIGNMENT/SUBLET.

            (a) LANDLORD. Except for collateral assignment to a lender to
Landlord, no assignment or transfer of this Lease by Landlord shall be binding
on Tenant unless the assignee

                                       9.

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or transferee shall assume and agree to be bound by the terms of the Lease,
including without limitation the provisions of Section 21(c) below, to the
extent of obligations accruing after such assignment.

            (b) TENANT. Tenant shall not have the right to assign, mortgage,
sublease or otherwise transfer its interest in the Leased Premises without the
consent of Landlord, which shall not be unreasonably withheld, conditioned or
delayed, provided, however, that no such assignment or transfer shall relieve
Tenant of any obligations or liability hereunder. Notwithstanding the foregoing,
Tenant shall have the right, with prior notice to Landlord but without the
consent of Landlord, to assign its rights, privileges and obligations under this
Lease to (i) an entity which controls, is controlled by, or is under common
control with Tenant, (ii) any entity which merges or consolidates with or
acquires all or substantially all of the assets of Tenant, or (iii) Footstar as
provided in Section 22 below. In the event of a sublease of the Leased Premises
or an assignment of the Lease by Tenant, Landlord and Tenant shall share, 60% to
Landlord and 40% to Tenant, in the net rent payable to Tenant, if any, in excess
of the Rent owed by Tenant to Landlord under this Lease, in the case of a
sublease, or in any net consideration paid to Tenant, in the case of an
assignment.

            (c) TENANT'S LENDERS. Landlord hereby consents to collateral
assignment of Tenant's interest under this Lease and leasehold interest in the
Leased Premises to Credit Agricole Indosuez, American Capital Financial
Services, Inc., American Capital Strategies, Ltd., for themselves or as
administrative agent(s) for other lenders, or to any substitute, successor or
new lender providing financing or refinancing for Tenant with respect to which
Tenant gives Landlord notice of such lender's name and address ("LENDER"), as
follows:

         (i) Tenant may grant to Lender a security interest in, among other
things, (a) its interest under this Lease pursuant to a collateral assignment of
Lease or leasehold deed of trust (the "COLLATERAL ASSIGNMENT") and (b) a
security interest in, among other things, some or all of the furniture,
fixtures, equipment, machinery, inventory, products, materials and any and all
other property now owned or after acquired by Tenant that is not a structural
element of the Building and is located on or used in connection with the Leased
Premises, regardless of the method or manner in which such property may be
affixed to the Building, including without limitation any and all warehouse
equipment, industrial equipment, four wall system capabilities (including but
not limited to WMS and WCS systems), material handling equipment, warehouse
supplies, and any and all other property acquired by Tenant pursuant to the
Purchase Agreement or as may be acquired by Tenant from time to time during the
Term of this Lease (collectively, the "TENANT'S PROPERTY"), and in no event
shall Tenant's Property become or be deemed to be fixtures and improvements of
the Leased Premises regardless of the method or manner in which such property
may be affixed thereto. Landlord consents to a Collateral Assignment of this
Lea