EXHIBIT 10.47 Confidential Treatment Request indicates information that has been omitted pursuant to a confidential treatment request and this information has been filed under separate cover with the commission. STRIP CENTER RETAIL LEASE between 179TH STREET DEVELOPERS, L.L.C., an Illinois limit

EXHIBIT 10.47

Confidential Treatment Request

[*] indicates information that has been omitted pursuant to a confidential
treatment request and this information has been filed under separate cover with
the commission.

STRIP CENTER RETAIL LEASE

between

179TH STREET DEVELOPERS, L.L.C.,
an Illinois limited liability company,

as Landlord,

and

EXPERT AUTOMOTIVE GROUP, L.L.C.,
a(n) ILLINOIS limited liability company,

as Tenant

Dated: February 9, 2004

* Portions of this exhibit have been omitted and filed separately pursuant
to an application for confidential treatment filed with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934, as amended.

<PAGE>

STRIP CENTER RETAIL LEASE

This LEASE ("Lease") is made and entered into as of February 9th, 2004 by
and between 179th Street Developers, L.L.C., an Illinois limited liability
company ("Landlord"), and Expert Automotive Group, LLC, a(n) ILLINOIS limited
liability company ("Tenant").

ARTICLE 1
DEFINED TERMS

In addition to the other definitions appearing in the text of this Lease,
when used herein, the following terms shall have the meanings set forth below.

"BUILDING" means the building in which the Premises is located consisting
of approximately six thousand eight hundred sixty (6,860) square feet of
leasable space.

"COMMENCEMENT DATE" means April 1, 2004.

"LANDLORD'S ADDRESS" means 17475 Jovanna Drive, Suite 2A, Homewood,
Illinois 60430.

"LEASE YEAR" means that twelve (12) month period during the Term
commencing on the Commencement Date or the annual anniversary thereof; provided,
that if the Commencement Date is a day other than the first day of a calender
month, then the first Lease Year shall include that period of time from the
Commencement Date up to the first day of such next calendar month and the
following twelve months. Any subsequent Lease Year shall be the twelve month
period beginning on the anniversary of the first day of the next calender month
following the Commencement Date.

"LOT 2" means Lot 2 in the Tinley Glenn Resubdivision being a
resubdivision of Lots 1,2,3 and 4 in Tinley Glenn, being a subdivision as
recorded per Document No. 95895181, of part of the West 1/2 of the West 1/2 of
the Northwest 1/4 of Section 34, Township 36 North, Range 12 East of the Third
Principal Meridian, in Cook County, Illinois.

"MINIMUM RENT" means the amount of $[*] per month in fixed minimum rent
payable by Tenant during the first Lease Year of the Term (defined in Section
2.2) with three percent (3%) increases in each Lease Year thereafter based upon
the Minimum Rent in the immediately preceding Lease Year.

"PERMITTED USE" means, subject to Section 2.1 of this Lease, and provided
that Tenant does not violate any exclusive use set forth on EXHIBIT B hereto,
use of one hundred percent (100%) of the Premises for the sales and under hood
and under car repairs and other uses relating thereto.

"PREMISES" means a portion of the Shopping Center, identified by
cross-hatching on EXHIBIT A hereto, consisting of approximately six thousand
eight hundred sixty (6,860) square feet of leasable space; The term "leasable
space," when used with respect to the Premises and all other leasable space in
the Shopping Center, means Landlord's estimate of the number of square feet of
area in all parts of the Shopping Center for exclusive use of the occupant
thereof and its invitees.

"SECURITY DEPOSIT" an amount equal to one month's Minimum Rent to be held
in accordance with Section 19 hereof.

"SHOPPING CENTER" means the real property shown on the site plan attached
hereto as EXHIBIT A, commonly known as the northeast corner of l79th Street and
LaGrange Road, Tinley Park, IL, including the Building, as the same may be
modified from time to time pursuant to Section 6.2.

"TENANT'S ADDRESS" means 9502 W. 179TH ST., TINLEY PARK, IL 60477.

"TENANT'S PROPORTIONATE, SHARE" means one hundred percent (100%).

<PAGE>

ARTICLE 2
GRANT AND TERM

2.1. GRANT. In consideration of the rents herein agreed to be paid and of
the covenants and agreements herein made by the respective parties hereto,
Landlord demises and leases to Tenant and Tenant hereby leases from Landlord the
Premises, upon the terms and conditions herein provided, together with the right
to use, in common with others entitled thereto, the Common Areas (defined in
Section 10.1), subject to covenants, conditions and restrictions of record
affecting the Premises, the exclusive uses and rights of other tenants in the
Shopping Center, as set forth on Exhibit C, the terms and conditions of this
Lease and reasonable rules and regulations for the use thereof as prescribed
from time to time by Landlord.

2.2. TERM. Subject to the terms, covenants and agreements contained
herein. Tenant shall have and hold the Premises for a term (the "Term")
commencing on the Commencement Date and ending on the day immediately preceding
the twentieth (20th) anniversary thereof or such earlier date as this Lease may
be terminated pursuant to the terms and conditions hereof.

2.3. OPTION TO RENEW.

(a) Upon the expiration of the Term, Tenant shall have the option
to extend the Term for two (2) consecutive five (5) year periods (each a
"Renewal Term" and together the "Renewal Terms"), provided that, at the
time Tenant exercises the option to extend the Term or a Renewal, Term,
as the case may be, or at the commencement of a Renewal Term, Tenant shall
not be in default hereunder. Tenant shall provide Landlord with written
notice of Tenant's exercise of its option to extend the Term or a Renewal
Term, as the case may be, not less than nine (9) months prior to the end
of the Term or any Renewal Term, as applicable. Tenant's failure to timely
notify Landlord, in writing, of Tenant's exercise of such option to extend
shall be deemed a complete waiver by Tenant of such option.

(b) In the event Tenant exercises its option to extend the Lease
as provided herein, the Minimum Rent in each Lease Year shall be equal to
one hundred three percent (103%) of the Minimum Rent in the immediately
preceding Lease Year.

2.4. RIGHT OF FIRST REFUSAL. Provided an event of default by Tenant does
not then exist under this Lease and this Lease is still in full force and
effect, Landlord hereby grants Tenant the following right of first refusal to
purchase the Building during the first twelve (12) months of the Term of this
Lease. If Landlord desires to sell the Building pursuant to an offer (an
"Offer") to purchase the Building during such period. Landlord shall give Tenant
written notice of such Offer (an "Offer Notice"), Tenant shall have the right to
purchase the Building for an amount equal to One Million Six Hundred Thousand
Dollars and 00/100 ($1,600,000) upon written notice to Landlord within five (5)
days following the Offer Notice. If Landlord does not receive such notice in
such five (5) day period. Tenant's right to purchase granted in this Section 2.4
shall terminate. If Tenant provides such notice within such five day period and
fails to consummate the purchase of the Building in accordance with the terms
and conditions of the Offer. Tenant's right to purchase granted in this Section
2.4 shall terminate. Simultaneously with Tenant's written notice to Landlord,
Tenant shall deposit with Landlord non-refundable earnest money in the amount of
ten percent (10%) of the purchase price of the Building. The closing date of
Tenant's purchase pursuant to this Section 2.4 shall occur thirty (30) days,
after the delivery of Tenant's notice to Landlord. At the closing, the purchase
price shall be payable all in cash and Tenant shall accept the premises "as is".
All costs in connection with such purchase, excluding Landlord's attorneys'
fees, shall be paid by Tenant, including recording fees, title insurance fees,
cost of survey and transfer taxes.

ARTICLE 3
RENT, TAXES AND UTILITIES

3.1. MINIMUM RENT. Tenant shall pay to Landlord the Minimum Rent in
advance, on the first day of each month of the Term. If the Term commences on a
day other than the first day of the month, or ends

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ARTICLE 4
CONSTRUCTION OF IMPROVEMENTS

4.1. CONDITION OF PREMISES. Tenant's taking possession of the Premises
shall be conclusive evidence as against Tenant that the Premises were in
satisfactory condition when Tenant took possession. Tenant acknowledges that
Landlord has no obligation to improve or repair the Premises or the Shopping
Center.

4.2. TENANT IMPROVEMENTS. Tenant is taking the Premises in "AS-IS"
condition. All improvements to the premises necessary for Tenant's use or
occupancy thereof shall be completed by Tenant, at Tenant's expense, and shall
hereinafter be referred to as "Tenant Improvements". The Tenant improvements
shall be completed by Tenant in conformity with specifications acceptable to
Landlord and such acceptance shall not be unreasonably withheld. Tenant agrees
to submit to Landlord plans and specifications covering the Tenant improvements
in such detail as Landlord may require, and Tenant agrees not to commence work
on any of the Tenant improvements until Landlord has approved such plans and
specifications in writing. Such acceptance shall not be unreasonably withheld.

ARTICLE 5
USE OF PREMISES

5.1. USE. The Premises shall be occupied and used only for the Permitted
Use and for no other purpose whatsoever unless Landlord, in its sole discretion,
consents to a change in such use. Tenant shall not use or occupy the Premises or
permit the use or occupancy of the Premises for any purpose or in any manner
which (i) is unlawful or in violation of any applicable legal or governmental
requirement, ordinance or rule; (ii) may be dangerous to persons or property;
(iii) may invalidate or increase the amount of premiums for any policy of
insurance (and if any additional amounts of insurance premiums are so incurred,
Tenant shall pay to Landlord the additional amounts on demand); or (iv) may
create a nuisance or injure the reputation of the Shopping Center.

5.2. OPERATION. Tenant acknowledges that its continued operation of the
Premises is of the utmost importance to the other tenants of the Shopping Center
and to Landlord in the rental of space in the Shopping Center, the renewal of
other leases in the Shopping Center, the efficient and economic supply of
services and utilities and the character and quality of the other tenants in the
Shopping Center. Accordingly, Tenant, throughout the Term, shall continuously
occupy, use and operate the entire Premises and shall be open for business on
each day and during such hours as are reasonably determined by Landlord from
time to time (other than customarily recognized national holidays). Tenant
agrees to conduct Tenant's business at all times in a first-class, high-grade
manner consistent with reputable business standards and practices and in such
manner that the high reputation of the Shopping Center is furthered.
Notwithstanding anything contained herein to the contrary, Tenant shall be
permitted to close the Premises for ten (10) days during each Lease Year and
Tenant's hours of operation from 6 a.m. to 4 p.m. daily are acceptable to
Landlord.

5.3. EXCLUSIVITY. During the Term of this Lease, and so long as Tenant
continues to use the Premises for the Permitted Use in accordance with the terms
of this Lease, and other than any permitted uses by any tenants, or pursuant to
any leases in effect or subleases thereof, in the Shopping Center as of the date
hereof, Landlord shall not lease space in the Shopping Center to any tenant
whose primary business istire sales and under hood and under car repairs and
other uses relating thereto.

ARTICLE 6
QUIET ENJOYMENT AND LANDLORD'S RIGHT OF ENTRY

6.1. QUIET ENJOYMENT. If and so long as Tenant shall pay the Rent
specified herein and observe and perform all covenants, agreements and
obligations required by it to be observed and performed hereunder, Tenant shall
peaceably and quietly hold and enjoy the Premises for the Term without hindrance
or interruption by Landlord, subject, nevertheless, to the terms and conditions
of this Lease and the mortgages and other matters to which this Lease is or may
become subordinate.

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<PAGE>

6.2. RESERVED RIGHTS OF LANDLORD. Landlord expressly reserves the right as
to the Shopping Center at any time to do, or permit to be done, any or all of
the following: add or remove buildings or structures; change the number and
location of buildings and structures; change building dimensions; change the
number of floors in any of the buildings or structures; enclose any mall; add
to, alter or remove, partially or wholly, any structure or structures used to
enclose any plaza area; change the identity and type of stores and tenancies and
the dimensions thereof: change the name of the Shopping Center in which the
Premises are located; change the address or designation of the Premises; provide
or reduce parking areas; convert common areas into leasable areas; expand,
reduce, modify or alter the Common Areas; change the means of access to and
egress from the Shopping Center; and expand or reduce the size of the Shopping
Center.

6.3. RIGHT OF ENTRY. Tenant agrees that Landlord, its agents, employees or
servants, or any person authorized by Landlord, may enter the Premises for the
purpose of inspecting the condition of the same and to make such repairs,
additions, improvements, changes or alterations to the Premises or the building
of which they are a part as Landlord may elect to make, and to exhibit
the same to prospective purchaser, mortgages and tenants of the Shopping Center
at reasonable hours with prior notice to the Tenant unless it is an emergency.
Such entry, inspection and repairs, additions, improvements, changes or
alterations as Landlord may make of or to the Premises or the building of which
the Premises are a part shall not constitute eviction of Tenant in whole or in
part and the Rent reserved shall not abate while such work is being done by
reason of loss or interruption of business of Tenant or otherwise. If Tenant or
Tenant's agents or employees shall not be present to permit entry into the
Premises at any time when for any reason entry therein shall be necessary in the
reasonable judgment of Landlord to prevent injury or damage, Landlord or
Landlord's agents or employees may enter same by master key or by forcible entry
without liability thereof and without in any manner affecting the obligations,
covenants, terms or conditions of this Lease.

ARTICLE 7
NUISANCE AND WASTE; RULES AND REGULATIONS

7.1. NUISANCE AND WASTE. Tenant shall not perform any acts or carry on any
practices which may injure the building of which the Premises are a part,
violate any certificate of occupancy affecting same, constitute a public or
private nuisance or a menace to other tenants in the Shopping Center, produce
undue noise, create obnoxious fumes or odors or otherwise cause unreasonable
interference with other tenants of the Shopping Center. In addition, Tenant
shall not (a) permit any unlawful or immoral practice to be carried on or
committed in the Premises; (b) make any use of or allow the Premises to be used
for any purpose that might invalidate or increase the rate of insurance thereof;
(c) keep or use, or permit to be kept or used, in the Premises any inflammable
fluids or explosives, other than those consistent with the Permitted Use in
accordance with all laws; (d) deface or injure the Premises or the Shopping
Center; (e) overload the floors, walls or ceilings of the Premises; (f) sell or
consume, or allow the sale or consumption of, alcoholic beverages in the
Premises, unless the same is expressly included in the Permitted Use; or (g)
commit or suffer any waste in or about the Premises.

7.2. RULES AND REGULATIONS. Tenant convenants and agrees with Landlord
that:

(a) All loading and unloading of goods shall be done only at such
times, in the areas and through the entrances designated for such purposes
by Landlord.

(b) All garbage and refuse shall be kept in the kind of container
specified by Landlord and shall be placed outside of the Premises,
prepared for collection in the manner and at the times and places
specified by Landlord. If Landlord shall provide or designate a service
for picking up refuse and garbage, Tenant shall use same at Tenant's cost.
Tenant shall pay cost of removal of all Tenant's refuse or rubbish.

(c) No phonograph or television or other similar device shall be
installed without first obtaining in each instance Landlord's written
consent. No aeriel antenna shall be erected on the

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<PAGE>

roof or exterior walls of the Premises, or on the Shopping Center, without
in each instance the written consent of Landlord.

(d) Tenant shall not place or permit any obstructions or merchandise
in such areas or store any merchandise or other matter in such areas or
other unauthorized areas of the Shopping Center.

(e) No auction, fire, bankruptcy, selling-out or
going-out-of-business sales shall be conducted in or about the Premises
without the prior written consent of the Landlord.

(f) Tenant shall keep the signs, exterior lights and display window
lights of the Premises lighted each and every day of the Term during
reasonable business hours designated by Landlord.

Landlord reserves the right to adopt additional reasonable rules and regulations
with respect to the conduct of Tenant's activities in the Premises and the
Shopping Center which, upon adoption, shall be deemed incorporated herein,
provided that Tenant is given notice thereof.

ARTICLE 8
COMPLIANCE WITH LAW; LIENS; INDEMNITY

8.1. COMPLIANCE WITH LAW AND CONTRACTS. Tenant shall, at its expense,
comply with and cause the Premises to comply with all governmental statutes,
laws, rules, orders, regulations and ordinances affecting the Premises or any
part thereof, or the use thereof, at any time during the Term. Tenant shall, at
its expense, comply with the requirements of all policies of insurance which at
any time may be in force with respect to the Premises, and with the provisions
of all contracts, agreements and restrictions of which Tenant has notice
affecting the Premises or any part thereof or the occupancy or use thereof.

8.2. TITLE AND COVENANT AGAINST LIENS. Tenant covenants and agrees not to
suffer or permit any lien of mechanics or materialmen to be placed upon or
against the Shopping Center or the Premises or against the Tenant's leasehold
interest in the Premises arising from labor, material, service or equipment
ordered or authorized by Tenant or its agents and employees, and, in case of any
such lien attaching, to immediately pay and remove same. Tenant has no authority
or power to cause or permit any lien or encumbrance of any kind whatsoever,
whether created by act of Tenant, operation of law or otherwise, to attach to or
be placed upon the Shopping Center or the Premises, and any and all liens and
encumbrances created by Tenant shall attach only to Tenant's interest in the
Premises.

8.3. INDEMNIFICATION. Tenant agrees to pay and to protect, Indemnify and
save harmless Landlord and all beneficiaries, agents and employees of Landlord
from and against any and all liabilities, losses, damages, costs, expenses
(Including all attorneys' fees and expenses of Landlord), causes of action,
suits, claims, demands or judgments of any nature whatsoever (except those
arising solely from acts of Landlord, its agents or employees) arising from (a)
any injury to, or the death of, any person or any damage to property in the
Premises or upon adjoining sidewalks, streets or ways, or in any manner growing
out of or connected with the use, non-use, condition or occupation of the
Premises or any part thereof or resulting from the condition thereof or of
adjoining sidewalks, streets or ways; (b) violation of any agreement or
condition of this Lease; and (c) the negligence or intentional misconduct of
Tenant, its employees, invitees, license contractors, representatives or agents.
Landlord indemnifies Tenant for Landlord's breach of this Lease.

ARTICLE 9
MAINTENANCE AND REPAIR OF PREMISES

9.1. MAINTENANCE BY TENANT. Tenant shall at all times maintain the entire
Premises, including maintenance of exterior entrances and all glass and show
window moldings, and all floors, ceilings, interior wails, partitions, doors,
fixtures, equipment and appurtenances thereof (including lighting,

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<PAGE>

plumbing fixtures and heating, air conditioning, ventilating, electrical and
fire protection systems installed by Tenant or exclusively serving the Premises
and including space around ducts, pipes, vents or other parts of the heating,
air conditioning, ventilating and plumbing systems which protrude through the
roof of the Premises) In good order, appearance, condition and repair, including
all necessary replacements of any of such facilities. Tenant agrees to enter
into a maintenance agreement, reasonably acceptable to Landlord, which provides
for the maintenance and repair of the heating, ventilation and air conditioning
systems servicing the Premises by a technician certified in the repair of such
systems at least two (2) times per Lease Year. Tenant shall provide a copy of
such maintenance agreement to Landlord upon request.

9.2. MAINTENANCE BY LANDLORD.

(a) Landlord covenants to maintain or cause to be maintained only
the foundations and roof of the Premises, and the structural soundness of
the concrete floors and exterior walls thereof and the Common Areas in
good order, repair and condition, exclusive of any work required because
of damage caused by any act, omission or negligence of Tenant, any
subtenant or their respective employees, agents, invitees, licensees or
contractors. Landlord shall not be required to commence any such repair
until fifteen (15) days after written notice from Tenant that the same is
necessary.

(b) If Landlord is required to make repairs to the Premises by
reason of Tenant's acts, omissions or negligence of or Tenant refuses or
neglects to repair as required hereunder to the reasonable satisfaction of
Landlord, Landlord may make such repairs without liability to Tenant for
any loss or damage that may occur to Tenant's merchandise, fixtures or
other property or to Tenant's business by reason thereof. Upon completion
thereof, Tenant shall reimburse, Landlord's costs for making such repairs
upon presentation of a bill therefor, as additional rent.

ARTICLE 10
COMMON AREAS AND CHARGES

10.1. CONTROL OF COMMON AREAS. "Common Areas" shall mean and include all
areas and improvements on Lot 2 which may be furnished by Landlord from time to
time for the nonexclusive common use of all tenants on Lot 2 and their
respective agents, employees, licensees and invitees, including, without
limitation, driveways, parking areas, landscaped areas, entrances and exits,
sidewalks, curbs, gutters, loading docks and common signage; exterior walks,
roofs and foundations of buildings; common utility systems, conduits and
equipment; and common security and fire systems. The Common Areas shall at all
times be subject to the exclusive control and management of Landlord or its
designees, and landlord shall have the right from time to time to establish,
modify and enforce reasonable rules and regulations with respect thereto.

10.2. MAINTENANCE CHARGES. Tenant agrees to pay to Landlord as additional
rent, monthly or less frequently as directed by Landlord, Tenant's Proportionate
Share of the Common Area Maintenance Cost (as defined below). Such payments
shall be based on Landlord's reasonable estimates, subject to adjustment from
time to time on determination of the actual amount of the Common Area
Maintenance Cost. "Common Area Maintenance Cost" shall be the total cost and
expense (including appropriate reserves) in operating, managing, equipping,
protecting, policing, lighting, repairing, replacing and maintaining the Common
Areas, including all costs and expenses of (a) security, fire protection and
traffic direction and control; (b) cleaning and removal of rubbish, dirt,
debris, snow and ice; (c) landscaping; (d) water, drainage and sewerage (e)
insurance maintained by Landlord with respect to Lot 2; (f) wages and benefits
of employees and other employee expenses; (g) permits and licenses; (h)
supplies; (i) utility services and lighting; (j) acquiring, leasing, operating,
maintaining, repairing and replacing machinery and equipment used in the
operation of the Common Areas; (k) management fees; and (l) any other cost,
expense or charge which, in accordance with generally accepted accounting and
management principles, would be considered as an expense of owning, managing,
operating, maintaining or repairing the Common Areas.

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10.3. AUDIT RIGHTS. Tenant shall have the right to audit Landlord's
records and accounts as the same relates to Tenant's Proportionate Share of
Common Area Maintenance Cost and Tenant's Proportionate Share of Taxes. Tenant
shall exercise its audit rights as follows: within thirty (30) days of Tenant's
receipt of notice for Landlord of knowledge of a pending increase in Tenant's
Proportionate Share or a bill from Landlord with respect to the same. Tenant
shall notify the Landlord of Its intent to examine, within thirty (30) days of
Landlord's receipt of such notice, the records and accounts of Landlord relevant
to the amount and year set forth on the statement in question. As soon as is
practical thereafter, Landlord shall make such records and accounts available to
Tenant at Landlord's principal place of business during normal business hours.
If such audit discloses an error by Landlord resulting in Tenant having overpaid
Tenant's Proportionate Share, Landlord shall immediately refund such overpayment
to Tenant. If such audit discloses an error by Landlord resulting in Tenant
having underpaid Tenant's Proportionate Share, Tenant shall immediately pay such
deficiency to Landlord. If any error by the Landlord is greater than five
percent (5%) of the amount actually due and payable by Tenant, as shown by such
audit, Landlord shall reimburse Tenant for the cost of such audit.

ARTICLE 11
FIXTURES, SIGNS, AND ALTERATIONS

11.1. FIXTURES. All readily movable furnishings, store fixtures and
equipment (other than the Fixtures) owned and used by Tenant in the Premises
shall at all times during the Term be and remain the property of the Tenant.
Except a provided in Section 4.3, upon expiration of this Lease. Tenant shall
remove all such furnishings, fixtures and equipment and restore the Premises as
provided in Section 18.1, provided that Tenant shall not remove any equipment,
conduits and fixtures providing water, plumbing, electrical, heating,
ventilation, air conditioning, lighting and sewer service to the Premises, all
of which, together with any other furnishings, fixtures and equipment not
removed by Tenant as provided above, shall become the property of Landlord upon
expiration of the Term or termination of Tenant's right to possession of the
Premises pursuant to Article 16. Tenant hereby approves of the signage on the
Premises as of the date hereof.

11.2. SIGNS. Tenant shall have the right to place signs on the exterior
and interior of the Premises, provided that the size, style, appearance and
location of all exterior signs and all interior signs visible from the exterior
of the Premises shall be subject to the approval of Landlord, which shall not be
unreasonably withheld. Landlord shall have the right to remove any unapproved
sign without notice to Tenant, and Tenant shall pay Landlord's cost of removal
within five (5) days after demand. Tenant shall, at its own expense, maintain
and keep in good repair its signs, and upon expiration or earlier termination of
this Lease or Tenant's possession hereunder, shall remove all such signs and
repair any damage caused thereby. Tenant hereby approves of the signage on the
Premises as of the date hereof.

11.3. ALTERATIONS. Tenant shall not make any alterations, additions,
improvements or changes in the Premises without in each instance first obtaining
the prior written consent of Landlord, which shall not be unreasonably withheld.
All such permitted alterations, improvements and changes in the Premises shall
be at Tenant's expense and shall be performed in accordance with plans approved
by Landlord and shall comply with all insurance requirements and with applicable
governmental laws, statutes, ordinances, rules and regulations. All such
alterations, improvements and changes shall become the property of the Landlord,
unless otherwise agreed to in witting by the Landlord.

ARTICLE 12
CONDEMNATION

12.1. CONDEMNATION. If all or a substantial portion of the Premises or if
a material part of the Shopping Center shall be taken or condemned for any
public or quasi-public use or purpose by any competent authority by the exercise
of the right of eminent domain or by agreement or conveyance in lieu thereof,
Landlord and Tenant shall each have the right to terminate this Lease upon
notice to the other party within thirty (30) days after possession is taken by
the authority. If this Lease is terminated pursuant to this Section 12.1, it
shall terminate as of the date possession shall be so taken. If this Lease is
not so terminated, it shall terminate only with respect to the parts of the
Premises, if any, so taken as of the date

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possession shall be taken by such authority, and thereafter, the Minimum Rent
shall be reduced in direct proportion to the amount of leasable space of the
Premises taken, and Landlord agrees, at Landlord's cost and expense, as soon as
reasonably practical to restore the remainder of the Shopping Center to a
complete unit of similar quality and character as existed prior to such taking
(to the extent feasible); provided that Landlord shall not be required to expend
more on such restoration than an amount equal to the condemnation award received
by Landlord on account of such taking (less all expenses, costs and legal fees
incurred by Landlord in connection with such award).

12.2. OWNERSHIP OF AWARD. As between Landlord and Tenant, all
compensation, awards and damages for any Condemnation of all or any part of the
Shopping Center shall belong to the Landlord without any deduction therefrom for
any present or future estate of Tenant, and Tenant hereby assigns to Landlord
all its right, title and interest to any such award.

ARTICLE 13
INSURANCE AND WAIVER OF CLAIMS

13.1. INSURANCE TO BE PROVIDED BY TENANT. Tenant shall maintain throughout
the Term, at its expense, insurance of the following character: (a) casualty
insurance against loss or damage by fire and other risks from time to time
included under "extended coverage" policies in the amount of the full
replacement cost of all Tenant improvements, the Fixtures and all subsequent
alterations, improvements and changes to the Premises and all furniture, trade
fixtures, equipment, merchandise and all other items of Tenant's property on the
Premises including builders risk coverage on any improvements under construction
in the Premises; (b) comprehensive general public liability insurance (including
contractual liability) against claims for bodily injury, death or property
damage occurring on, in or about the Premises and the adjoining streets,
sidewalks and passageways, such insurance to afford protection of not less than
$2,000,000 combined single limit per occurrence, provided that such limits of
liability shall be increased at the direction of Landlord if in Landlord's
reasonable judgment increased limits are required to protect Landlord and Tenant
against exposure for claims covered thereby; (c) workmen's compensation
insurance in amounts required by applicable law or statute covering all persons
employed in connection with any work done on or about the Premises with respect
to which claims for death or bodily injury could be asserted against Landlord,
Tenant or the Premises; (d) if the Permitted Use include sale of alcoholic
beverages, insurance covering any claims arising under applicable law relating
to the storage, sale, use or giving away of any alcoholic or other intoxicating
liquor or beverage, which claims could be asserted against Landlord, Tenant or
the Premises in such amount as may be reasonably specified by Landlord; (e)
insurance against loss or damage to plate glass in or on the Premises; and (f)
such other insurance on the Premises in such amounts and against such other
insurable hazards which at the time are commonly obtained in the case of
property similar to the Premises.

13.2. GENERAL TENANT INSURANCE REQUIREMENTS. Each policy of insurance
referred to in Section 13.1 shall be written on an occurrence basis and shall be
in form and substance and be issued by a company satisfactory to Landlord and
shall name as the insured parties thereunder Landlord (including its agents,
beneficiaries and other parties designated by Landlord) and Tenant, as their
interests may appear. On or prior to the Commencement Date, Tenant shall deliver
to Landlord certificates of the insurers, evidencing all the insurance which is
required to be maintained by Tenant hereunder together with evidence of the
payment of all premiums therefor, and Tenant shall, within thirty (30) days
prior to the expiration of any such insurance, deliver certificates of the
insurers evidencing the renewal or replacement of such insurance together with
evidence of the payment of all premiums therefor.

13.3. WAIVER OF CLAIMS. To the extent permitted by law, and except for
Landlord's gross negligence or willful misconduct, Landlord shall not be liable
to Tenant for any business interruption or any loss or damage to property or
injury to or death of persons occurring in the Premises or the Shopping Center
or in any manner growing out of or connected with Tenant's use and occupation of
the Premises or the Shopping Center or the condition thereof. Tenant agrees to
have all insurance which may be carried by Tenant endorsed with a clause
providing that any release from liability of or waiver of claim for recovery
from Landlord entered into in writing by Tenant prior to any loss or damage
shall not affect the

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validity of such policy or the right of the insured to recover thereunder and
providing further that the insurer waives all rights of subrogation which such
insurer might have against the other party.

ARTICLE 14
DAMAGE OR DESTRUCTION

In the event that the Premises or the Shopping Center are totally or
partially damaged or destroyed by fire or other casualty, the damaged or
destroyed areas shall be repaired and rebuilt by Landlord at Landlord's expense;
provided, however, if (a) such damage results from a cause not insured; (b) the
cost of repair or restoration exceeds the amount of insurance proceeds received
by Landlord and available for restoration of the Premises; or (c) fifty percent
(50%) or more of the leasable area of the Shopping Center shall be damaged or
destroyed by fire or other casualty, notwithstanding that the Premises may be
unaffected by such fire or other casualty, Landlord may elect to terminate this
Lease upon giving notice of such election in writing to Tenant within sixty (60)
days after the occurrence of the event causing the damage. If Landlord is
required or elects to rebuild as herein provided, Landlord shall rebuild the
damaged areas of the Premises or Shopping Center with due diligence provided
that Landlord shall have no responsibility to rebuild or restore the Tenant
improvements or any portion of the Premises constructed by Tenant at its
expense. If the casualty or the repairing or rebuilding shall render the
Premises untenantable in whole or in part, a proportionate abatement of the
Minimum Rent shall be allowed from the date when the damage occurred until the
date when the Premises have been restored by Landlord, such proportion to be
computed on the basis that the leasable area of the portion of the Premises
rendered untenantable and not occupied by Tenant bears to the aggregate leasable
area of the Premises.

ARTICLE 15
ASSIGNMENT, SUBLETTING AND ENCUMBRANCE

15.1. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease or any
interest therein or sublet the Premises or any portion thereof without at least
thirty (30) days' prior written notice to Landlord, which cannot be unreasonably
withheld and no such permitted assignment or subletting shall relieve Tenant or
any guarantor hereof of Tenant's or such guarantor's covenants and agreements
hereunder or under any guaranty. The assignment or sublease pursuant hereto
shall not be deemed to be a waiver of the provisions of this Section with
respect to any subsequent assignment or sublease. Each such permitted sublease
shall expressly be made subject to the provisions of this Lease. If Tenant
assigns any of its rights and interests under this Lease, the assignee under
such assignment shall expressly assume all the obligations of Tenant hereunder
in a written instrument satisfactory to Landlord, which cannot be unreasonably
withheld at the time of such assignment. A change in the beneficial or record
ownership of any class of capital stock of Tenant or a transfer of partnership
interests or membership interests or the beneficial interest in Tenant shall be
treated as and deemed to be