LEASE

<PAGE>

                                                                   Exhibit 10.45

                                      LEASE

LANDLORD: JLP-HARVARD PARK, LLC
          1798 FREBIS AVENUE
          COLUMBUS OH 43206-0410

TENANT:    DSW INC.
           4150 EAST FIFTH AVENUE
          COLUMBUS, OHIO 43219

PREMISES: Approximately 20,000 square feet at
          Chagrin Highlands, Warrensville, Ohio

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
                                                                            ----
<S>                                                                          <C>
SECTION 1.   PREMISES.....................................................      3
SECTION 2.   LANDLORD'S AND TENANT'S WORK.................................      3
SECTION 3.   TERM.........................................................      5
SECTION 4.   MINIMUM RENT.................................................      6
SECTION 5.   PERCENTAGE RENT..............................................      7
SECTION 6.   TITLE ENCUMBRANCES; LANDLORD REPRESENATATIONS,
WARRANTIES AND COVENANTS.................................................      8
SECTION 7.   RIGHT TO REMODEL.............................................     10
SECTION 8.   UTILITIES....................................................     10
SECTION 9.   GLASS........................................................     11
SECTION 10. PERSONAL PROPERTY............................................     11
SECTION 11. RIGHT TO MORTGAGE............................................     11
SECTION 12. SUBLEASE OR ASSIGNMENT.......................................     11
SECTION 13. COMMON AREAS.................................................     12
SECTION 14. OPERATION OF COMMON AREAS....................................     12
SECTION 15. COMMON AREA MAINTENANCE, TENANT'S SHARE......................     13
SECTION 16. EMINENT DOMAIN...............................................     15
SECTION 17. TENANT'S TAXES...............................................     15
SECTION 18. RISK OF GOODS................................................     15
SECTION 19. USE AND OCCUPANCY............................................     15
SECTION 20. NUISANCES....................................................     18
SECTION 21. WASTE AND REFUSE REMOVAL.....................................     18
SECTION 22. DAMAGE AND DESTRUCTION OF PREMISES...........................     18
SECTION 23. LANDLORD REPAIRS.............................................     19
SECTION 24. TENANT'S REPAIRS.............................................     19
SECTION 25. COVENANT OF TITLE AND PEACEFUL POSSESSION....................     20
SECTION 26. TENANT'S AND LANDLORD'S INSURANCE; INDEMNITY.................     21
SECTION 27. REAL ESTATE TAXES............................................     23
SECTION 28. TENANT'S INSURANCE CONTRIBUTION..............................     24
SECTION 29. FIXTURES.....................................................     25
SECTION 30. SURRENDER....................................................     25
SECTION 31. HOLDING OVER.................................................     25
SECTION 32. NOTICE.......................................................     25
SECTION 33. DEFAULT......................................................     25
SECTION 34. WAIVER OF SUBROGATION........................................     28
SECTION 35. LIABILITY OF LANDLORD; EXCULPATION...........................     28
SECTION 36. RIGHTS CUMULATIVE............................................     28
SECTION 37. MITIGATION OF DAMAGES........................................     29
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                            <C>
SECTION 38. SIGNS........................................................     29
SECTION 39. ENTIRE AGREEMENT.............................................     29
SECTION 40. TENANT'S PROPERTY............................................     29
SECTION 41. BINDING UPON SUCCESSORS......................................     30
SECTION 42. HAZARDOUS SUBSTANCES.........................................     30
SECTION 43. TRANSFER OF INTEREST.........................................     31
SECTION 44. ACCESS TO PREMISES...........................................     31
SECTION 45. HEADINGS.....................................................     31
SECTION 46. NON-WAIVER...................................................     31
SECTION 47. SHORT FORM LEASE.............................................     31
SECTION 48. ESTOPPEL CERTIFICATE.........................................     31
SECTION 49. TENANT'S REIMBURSEMENT.......................................     32
SECTION 50. TENANT'S TERMINATION RIGHT...................................     32
SECTION 51. NO BROKER....................................................     32
SECTION 52. UNAVOIDABLE DELAYS...........................................     32
SECTION 53. TIMELY EXECUTION OF LEASE....................................     33
SECTION 54. ACCORD AND SATISFACTION......................................     33
SECTION 55. WAIVER OF JURY TRIAL.........................................     33
SECTION 56. LEASEHOLD FINANCING..........................................     33
</TABLE>

LIST OF EXHIBITS:

EXHIBIT "A"    SITE PLAN
EXHIBIT "B"    LEGAL DESCRIPTION
EXHIBIT "C"    LANDLORD'S WORK
EXHIBIT "D"    TENANT'S WORK
EXHIBIT "E"    EXISTING USE EXCLUSIVES AND PROHIBITED USES
EXHIBIT "F"     SIGNAGE
EXHIBIT "G"    TENANT IMPROVEMENTS
EXHIBIT "H"    LANDLORD'S WAIVER
EXHIBIT "I"    RECOGNITION AND NON-DISTURBANCE AGREEMENT (FEE MORTGAGEE)


                                       ii
<PAGE>

                                     LEASE

     THIS AGREEMENT OF LEASE, made this 7th day of April, 2006, by and between
JLP-HARVARD PARK, LLC, an Ohio limited liability company (hereinafter referred
to as "Landlord"), with offices at 1798 Frebis Avenue, Columbus, Ohio
43206-3764, and DSW INC., an Ohio corporation (hereinafter referred to as
"Tenant") with offices at 4150 East Fifth Avenue, Columbus, Ohio 43219.

                                   WITNESSETH:

SECTION 1. PREMISES

     (a) Landlord, in consideration of the rents to be paid and covenants and
agreements to be performed by Tenant, does hereby lease unto Tenant premises
comprised of approximately 20,000 square feet of leasable space (the "Premises")
in the shopping center owned by Landlord containing approximately 230,000 square
feet of leasable space on approximately 25 acres and commonly known as Chagrin
Highlands, in the City of Cleveland, County of Cuyahoga and State of Ohio (the
"Center"). The location, size, and area of the Premises and of the Center as of
the Commencement Date (defined below) will be substantially as shown on Exhibit
"A" attached hereto and made a part hereof (the "Site Plan"). A legal
description of the Center is attached hereto as Exhibit "B" and made a part
hereof.

     (b) The square footage specified in Section 1(a) shall be certified to
Tenant by Landlord's architect prior to the Rent Commencement Date (defined in
Section 3(b) below). Tenant shall have ninety (90) days from the receipt of such
certification to verify or object to Landlord's measurement. If Tenant objects
to Landlord's measurement within said ninety (90) day period, the parties shall
work together in good faith to resolve the differing square footage
calculations. In computing the square footage of the Premises, the Premises
shall be measured from the exterior surface of exterior walls and the middle of
interior walls, excluding the square footage of any mechanical and utility
rooms, escalators, elevators, stairs and any other common area space located
within the Premises. If the square footage of the Premises as verified and
confirmed by Tenant pursuant to this Section 1(b) is less than the size
specified in Section 1(a), Base Rent (defined in Section 4(a) below) and other
charges shall be proportionately adjusted, but the foregoing shall not be
construed as permitting a material variance in dimensions or area.

     (c) 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. Landlord shall not take or consent to
any action which materially adversely affects access to, visibility of, parking
for or use of the Premises. Notwithstanding the foregoing, no modification or
replacement to the Center shall (i) reduce the ratio of parking spaces (for
standard size American cars) to gross leasable area of buildings in the Center
below five (5) spaces per 1,000 square feet of leasable space, (ii) alter or
make any changes, including any reduction or rearrangement of parking spaces, to
that portion of the Center indicated on the Site Plan as the "Protected Area",
(iii) interfere with truck access to the loading doors of the Premises, (iv)
materially adversely interfere with customer access to the Premises, (v)
materially adversely 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. In
performing any construction work, repairs or maintenance in the Center permitted
under this Lease after Tenant has taken physical possession of the Leased
Premises, Landlord shall use good faith, commercially reasonable efforts to
prevent any interference with parking for, access to or visibility or use of the
Premises or the business of Tenant or any subtenant or licensee of Tenant.

SECTION 2. LANDLORD'S AND TENANT'S WORK

     (a) Prior to delivery of possession of the Premises to Tenant, Landlord
shall construct, at its expense, the improvements to the Premises described on
Exhibit "C" attached hereto and made a part hereof consistent with plans and
specifications approved by Tenant as set forth in Section 2(e) below (the
"Landlord's Work"). Landlord agrees to deliver the Premises to Tenant with
Landlord's Work substantially completed (as defined in Section 2(c)) between
July

<PAGE>

15, 2006 and September 15, 2006 (the "Delivery Period"). Landlord shall give
Tenant notice (the "Estimated Delivery Notice") no later than April 1, 2006 of
the status of Landlord's construction and the estimated date that Landlord shall
deliver the Premises to Tenant with Landlord's Work substantially completed (the
"Estimated Delivery Date"). Landlord may revise the Estimated Delivery Date any
time prior to May 1, 2006 (the "Final Delivery Notice Date"), by which time
Landlord shall have given Tenant a final notice (the "Final Delivery Notice") of
a firm delivery date (the "Final Delivery Date") upon which the Landlord's Work
shall be substantially completed and the Leased Premises delivered to Tenant.
Upon the sending of the Final Delivery Notice, Landlord shall have no further
right to modify the Final Delivery Date. Neither the Estimated Delivery Date nor
the Final Delivery Date shall be (y) earlier than (i) thirty (30) days after the
date Tenant receives the Estimated Delivery Notice or the Final Delivery Notice,
as applicable, or (ii) the first day of the Delivery Period or (z) later than
the last day of the Delivery Period. If Landlord does not provide a Final
Delivery Notice on or before the earlier of the Final Delivery Notice Date and
thirty (30) days prior to the Estimated Delivery Date or if the date provided
for in such Final Delivery Notice does not comply with the requirements of this
Section 2, the Estimated Delivery Date shall be deemed to be the Final Delivery
Date, provided such date complies with the requirements of this Section 2. If
Landlord does not provide an Estimated Delivery Date on or before the Final
Delivery Notice Date or if such date does not comply with the requirements of
this Section 2, then the Final Delivery Date shall be deemed to be the last day
of the Delivery Period.

     (b) In the event that the Premises and Landlord's Work are not
substantially completed and delivered to Tenant on or before the Final Delivery
Date, the Base Rent due hereunder shall be adjusted so that, after the Rent
Commencement Date, Tenant shall receive a credit against Base Rent thereafter
due Landlord equal to one (1) day of Base Rent for each day after the Final
Delivery Date until delivery of the Premises is made to Tenant consistent with
the terms of this Lease, including substantial completion of the Landlord's
Work. Tenant shall not be obligated to accept possession of the Premises prior
to the later of (a) substantial completion of Landlord's Work, (b) the first day
of the Delivery Period and (c) the Final Delivery Date. Time is of the essence
regarding all dates set forth in this Section 2.

     (c) For purposes of this Lease, the Landlord's Work shall be deemed
"substantially completed" when (i) all of the Landlord's Work has been completed
except for "punch list items" that do not affect the Tenant's use of or the
appearance of the Premises or Tenant's ability to perform Tenant's Work (as
defined in Section 2(f) below), (ii) Landlord has satisfied the requirements of
Section 2(g), and (iii) Tenant has been furnished with a fully executed
non-disturbance agreement from the holder(s) of any then existing Mortgages,
which agreement is consistent with Section 11 of this Lease. Landlord shall
complete the punch list items within thirty (30) days of the date Tenant
notifies Landlord of same. Upon performance of such punch list, Tenant shall
promptly acknowledge Landlord's completion thereof. Punch list items shall not
be deemed completed until an authorized representative of Tenant has provided
Landlord written acknowledgment of same. Landlord agrees that any and all work
performed by Landlord after delivery of the Leased Premises to Tenant shall not
unreasonably interfere with Tenant's performance of Tenant's Work, and Landlord
shall be responsible for any and all costs resulting from any such unreasonable
interference.

     (d) Actual possession of the Premises shall have been delivered to Tenant
water-tight, free of Hazardous Substances, in a good, structurally sound
condition, with all of Landlord's Work substantially completed, which
substantial completion shall be evidenced by Landlord's architect to Tenant.

     (e) The Landlord's Work and Tenant's Work shall be performed (i) 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 (ii) in compliance with all applicable governmental codes, laws, ordinances
and regulations.

     (f) Landlord and Tenant agree that they shall conduct a joint walk through
of the Premises approximately two (2) weeks prior to the Final Delivery Date to
ascertain the status of Landlord's construction. Tenant agrees to provide, at
its expense, upon delivery of the Premises to Tenant, the improvements to the
Premises described on Exhibit "D" attached hereto and made a part hereof (the
"Tenant's Work").


                                       4

<PAGE>

     (g) Completion of Construction of Leased Premises. Prior to the Final
Delivery Date, Landlord shall satisfy the following conditions:

          1. Landlord shall furnish Tenant with a temporary certificate of
          occupancy and other necessary approvals which must be issued by the
          appropriate governmental authorities prior to the commencement of
          Tenant's Work and the occupancy and use of the Premises as
          contemplated. Landlord agrees to provide a permanent certificate of
          occupancy prior to Tenant's merchandising and, if required by the
          issuing authority, the setting of fixtures for the Premises, and
          otherwise as soon as available in the ordinary course of the issuing
          authority's practice.

          2. The architect engaged by Landlord shall execute a certificate of
          completion that the Premises has been constructed in a good and
          workmanlike manner in accordance with the plans and specifications
          approved by Tenant and the other requirements for Landlord's Work
          hereunder.

          3. Tenant shall have been furnished with a fully executed original of
          a commercially reasonable non-disturbance and attornment agreement
          pursuant to Section 11 hereof.

           4. Tenant shall have been notified no later than sixty (60) days prior
          to the Final Delivery Date of all applicable local governmental
          authority code requirements, if any, for the installation of Tenant's
          fixtures at the Premises and for low voltage electrical work in
          connection with the installation of Tenant's music, telephone and
          security systems at the Premises.

          5. Tenant shall have been furnished with a list of all subcontractors
           who performed work on the Premises, along with direct contact
          information for, the work discipline of, and the work performed by
          each.

          6. Tenant shall have been furnished with two (2) copies of all
          contractors', subcontractors' and suppliers' warranties relating to
          the Premises.

          7. Tenant shall have been furnished with two (2) copies of all
          operations and maintenance manuals relating to materials and systems
          used or installed in the construction of the Premises.

          8. Tenant shall have been furnished with two (2) copies of the record
          drawings for the construction of the Premises, marked to reflect
          actual locations of all components of the Premises.

     (h) In addition to any guarantees provided to Tenant elsewhere in this
Lease, Landlord hereby unconditionally guarantees all of Landlord's Work against
defective workmanship and materials for one (1) year from the Commencement Date
(as defined in Section 3(a)).

     (i) Landlord shall perform any additional work not required to be performed
by Tenant under this Lease in order for Landlord to obtain a permanent
certificate of occupancy for the Premises, whether such work relates to the
Premises or other portions of the Center.

SECTION 3. TERM

     (a) The "Commencement Date" of this Lease shall be the later of (i) the
date actual, physical possession of the Premises is delivered to Tenant with the
Landlord's Work substantially completed and (ii) the Final Delivery Date.

     (b) The initial term (the "Initial Term") of the Lease shall commence on
the earlier of (i) the date on which the Tenant opens for business in the
Premises, and (ii) sixty (60) days after the Commencement Date (the "Rent
Commencement Date") and end on the last day of the fifteenth (15th) full Lease
Year. The term "Lease Year" shall mean a period of twelve (12) 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


                                       5

<PAGE>

Lease Year shall begin on the anniversary of the first Lease Year. The period
from the Rent Commencement Date to the first day of the first February following
the Rent Commencement Date (the "Initial Period") shall be a partial Lease Year.

     (c) If the Commencement Date has not occurred on or before September 15,
2006, then unless Tenant otherwise elects, the Commencement Date shall not occur
and Tenant shall not be obligated to accept delivery of the Leased Premises
until January 2, 2007. If for any reason, the Commencement Date has not occurred
by March 1, 2007, Tenant shall have the right and option to either (i) terminate
this Lease or (ii) elect that the Commencement Date not occur, and, thereby
defer delivery of the Leased Premises, until June 15, 2007. The remedies set
forth in this paragraph shall be in addition to any and all other rights and
remedies provided for Tenant in the Lease or available to Tenant in law or at
equity.

     (d) Tenant shall have three (3) consecutive separate options to extend the
term of this Lease for successive renewal terms of five (5) Lease Years each.
Tenant may exercise each such renewal option by giving written notice to
Landlord at least one hundred eighty (180) days prior to the end of the then
current term or renewal term.

     (e) The 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, 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 Tenant may deem reasonably
necessary. In consideration of Tenant's right to inspect the Premises, Tenant
agrees to indemnify, defend and hold Landlord harmless from any and all loss,
damage, claims, costs, demands or expenses (including reasonable attorney's
fees) resulting from such entry on the Premises by Tenant or its agents.

     (g) From the date upon which the Premises are delivered to Tenant for its
work until the Commencement Date of the lease term, Tenant shall observe and
perform all of its obligations under this Lease (except Tenant's obligation to
operate and pay Base Rent, percentage rent and Tenant's Proportionate Share
(defined in Section 15(c) below) of "Maintenance Costs" (defined and provided
for in Section 15(b) hereof Real Estate Taxes (defined and provided for in
Section 27(b) hereof) and insurance (provided for in Section 28 hereof). In the
event Tenant fails to open for business within one hundred twenty (120) days
after the date possession of the Premises has been delivered to Tenant,
Landlord, in addition to any and all other available remedies, may require
Tenant to pay to Landlord, in addition to all other rent and charges herein, as
liquidated damages and not as a penalty, an amount equal to one-three hundred
sixty five thousandths (1/365) of the annual Base Rent for each day such failure
to open continues.

SECTION 4. MINIMUM RENT

     (a) From and after the Rent Commencement Date, Tenant covenants and agrees
to pay on a monthly basis during the term "Base Rent" in the following amounts
to Landlord at the address listed above or such other place as Landlord may by
thirty (30) days' prior written notice to Tenant direct:

<TABLE>
<CAPTION>
                       ANNUAL RENT                            ANNUAL
   LEASE YEAR      (BASED ON 12 MONTHS)    MONTHLY RENT    PER SQUARE FOOT
   ----------      --------------------    ------------    ---------------
<S>                <C>                     <C>             <C>
1-5 (initial)             $18.00            $30,000.00       $360,000.00
6-10 (initial)            $19.80            $33,000.00       $396,000.00
11-15 (initial)           $21.78            $36,300.00       $435,600.00
16-20 (option)            $23.96            $39,933.33       $479,200.00
21-25 (option)            $26.35            $43,916.67       $527,000.00
26-30 (option)            $28.99            $48,316.67       $579,800.00
</TABLE>


                                       6

<PAGE>

The monthly installments of Base Rent payable under this Section 4 shall be paid
in advance on or before the first day of each calendar month from and after the
Rent Commencement Date during the term hereof without notice or demand therefor
and without any offsets or deductions whatsoever except as otherwise provided in
this Lease. Base Rent for any partial month shall be prorated based upon a
thirty (30) day month. Base Rent for any Initial Period shall be the same as the
Base Rent for the first Lease Year. As used in this Lease, "Rent" shall mean
Base Rent in addition to all other sums due and owing from Tenant to Landlord
under this Lease.

     (b) In the event any sums required under this Lease to be paid are not
received when due, then all such amounts shall bear interest from the due date
thereof until the date paid at the rate of interest equal to two percent (2%)
over the prime rate in effect from time to time as established by National City
Bank, Columbus, Ohio (the "Interest Rate"), and shall be due and payable by
Tenant without notice or demand, Tenant shall pay the foregoing interest thereon
in addition to all default remedies of Landlord pursuant to Section 33 below.

     (c) Notwithstanding anything herein contained to the contrary, Tenant shall
initially pay to Landlord as additional Rent, simultaneously with the payment of
Base Rent, payable in equal monthly installments, the estimated monthly amount
of Tenant's Proportionate Share of Maintenance Costs (provided for in Section 15
hereof), Real Estate Taxes (provided for in Section 27 hereof) and insurance
(provided for in Section 28 hereof).

SECTION 5. PERCENTAGE RENT

     (a) Beginning with the first Lease Year, Tenant shall pay to Landlord, in
addition to Base Rent, upon the conditions and at the times hereinafter set
forth, percentage rent equal to two percent (2%) of Tenant's gross sales (as
hereinafter defined) in excess of the number obtained by dividing (a) Base Rent
for the applicable lease year by (b) the number .04. The annual percentage rent
shall be paid by Tenant to Landlord within ninety (90) days after the end of
each Lease Year. Each such payment shall be accompanied by a statement signed by
an authorized representative of Tenant setting forth Tenant's gross sales for
such Lease Year. For purposes of permitting verification by Landlord of the
gross sales reported by Tenant, Landlord shall have the right, not more than one
(1) time per Lease Year, upon not less than five (5) business days notice to
Tenant, to audit during normal business hours in Tenant's corporate office,
Tenant's books and records relating to Tenant's gross sales for a period of two
(2) years after the end of each Lease Year. Landlord agrees that no contingency
fee auditor shall be employed by Landlord for the purpose of conducting any such
audit. If such an audit reveals that Tenant has understated its gross sales by
more than three percent (3%) for any Lease Year, Tenant, in addition to paying
the additional percentage rent due, shall pay the reasonable cost of the audit
within thirty (30) days of Tenant's receipt of Landlord's demand for the same
and copies of all bills or invoices on which such cost is based.

     (b) Each Lease Year shall constitute a separate accounting period, and the
computation of percentage rental due for any one period shall be based on the
gross sales for such Lease Year.

     (c) The term "gross sales" as used in this Lease is hereby defined to mean
the gross dollar aggregate of all sales or rental or manufacture or production
of merchandise and all services, income and other receipts whatsoever of all
business conducted in, at or from any part of the Premises, whether for cash,
credit, check, charge account, gift or merchandise certificate purchased or for
other disposition of value regardless of collection. Should any departments,
divisions or parts of Lessee's business be conducted by any subleases,
concessionaires, licensees, assignees or others, then there shall be included in
Lessee's gross sales, all "gross sales" of such department, division or part,
whether the receipts be obtained at the Premises or elsewhere in the same manner
as if such business had been conducted by Lessee. Gross sales shall exclude the
following: (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 Tenant's business; (iv) sales of
fixtures, furniture, equipment and other items not made in the ordinary course
of business; (v) salvage sales of damaged merchandise; (vi) discount sales made
to employees of the Tenant and Tenant's subsidiaries and affiliated
corporations, if any; (vii) exchanges of merchandise between Tenant's warehouse
or other stores and other similar movements of


                                       7

<PAGE>

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; and (xiii) customer credit insurance.

     (d) The percentage rental, if any, shall be paid within ninety (90) days
after the end of each lease year, accompanied by a statement in writing signed
by Tenant setting forth its gross sales from the sale of all items for such
lease year. Tenant shall keep at its principal executive offices, where now or
hereafter located, true and accurate accounts of all receipts from the Premises.
Landlord, its agents and accountants, shall have access to such records at any
and all times during regular business hours for the purpose of examining or
auditing the same. Tenant shall also furnish to Landlord any and all reasonable
supporting data relating to gross sales and any deductions therefrom as Landlord
may reasonably require. Landlord agrees to keep any information obtained
therefrom confidential, except as may be required for Landlord's tax returns, or
in the event of litigation or arbitration where such matters are material.

     (e) Tenant shall at all times maintain accurate records which shall be
available for Landlord's inspection at any reasonable time.

     (f) If Landlord, for any reason, questions or disputes any statement of
percentage rental prepared by Tenant, then Landlord, at its own expense, may
employ such non-contingency fee accountants as Landlord may select to audit and
determine the amount of gross sales for the period or periods covered by such
statements. If the report of the accountants employed by Landlord shall show any
additional percentage rental payable by Tenant, then Tenant shall pay to
Landlord such additional percentage rental plus interest at one (1) point over
the prime rate, commencing on the date such percentage rentals should have been
paid, within thirty (30) days after such report has been forwarded to Tenant,
unless Tenant shall, within said thirty (30) day period, notify Landlord that
Tenant questions or disputes the correctness of such report. In the event that
Tenant questions or disputes the correctness of such report, the accountants
employed by Tenant and the accountants employed by Landlord shall endeavor to
reconcile the question(s) or dispute(s) within thirty (30) days after the notice
from Tenant questioning or disputing the report of Landlord's accountants. In
the event that it is finally determined by the parties that Tenant has
understated percentage rent for any Lease year by three percent (3%) or more,
Tenant shall pay the cost of the audit. Furthermore, if Tenant's gross sales
cannot be verified due to the insufficiency or inadequacy of Tenant's records,
then Tenant shall pay the cost of the audit. The cost of any audit resulting
from failure to report percentage rent after written notification of default
shall be at the sole cost of Tenant.

SECTION 6. TITLE ENCUMBRANCES; LANDLORD REPRESENATATIONS, WARRANTIES AND
     COVENANTS

     (a) Tenant's rights under this Lease are subject and subordinate to those
title matters set forth in Landlord's owner's title policy issued by Chicago
Title Insurance Company, being Policy No. 24510646, dated September 15, 2005, a
copy of which has been provided to Tenant, specifically including but not
limited to the terms and conditions of a certain Declaration of Covenants,
Conditions and Restrictions for Chagrin Highlands, dated May 4, 1999, executed
by the City of Cleveland, Ohio, as Declarant and filed for record on May 5, 1999
and recorded as Cuyahoga County Recorder's AFN 19990551070, as subsequently
supplemented and amended (collectively, the "Declaration"). Tenant agrees that
it shall abide by the terms and conditions of the Declaration.

     (b) Landlord covenants, represents and warrants to Tenant that: (i) the
Declaration has not been modified, amended or terminated; (ii) the Declaration
is currently in full force and effect; (iii) to its actual knowledge as of the
date hereof, no default under the Declaration exists thereunder beyond any
applicable notice and cure period; and (iv) the Declaration is, and shall
remain, superior in lien to all mortgages and related liens affecting the Center
and all other land which is encumbered by the Declaration. Tenant shall comply
with the terms and conditions of the Declaration to the extent same affects the
Premises (it being agreed that Tenant shall not be obligated to expend any sums
in connection with such compliance).


                                        8

<PAGE>

     (c) Landlord shall, during the term: (i) perform and observe all of the
terms, covenants, provisions and conditions of the Declaration on Landlord's
part to be performed and observed; (ii) defend, indemnify and hold harmless
Tenant from and against and all claims, demands, causes of action, suits,
damages, liabilities and expenses of any nature arising out of or in connection
with the enforcement of, or a claimed breach by, Landlord of any covenant, term,
condition or provision of the Declaration; and (iii) diligently enforce, at its
sole expense, the covenants, agreements and obligations of the Declaration.
Tenant shall, during the term, defend, indemnify and hold harmless Landlord from
and against and all claims, demands, causes of action, suits, damages,
liabilities and expenses of any nature arising out of or in connection with the
enforcement of, or a claimed breach by, Tenant of any covenant, term, condition
or provision of the Declaration.

     (d) Whenever, pursuant to the Declaration, the consent or approval of
Landlord shall be required by or requested, and such consent or approval could
diminish the rights or increase the obligations of Tenant thereunder or under
this Lease, or could adversely affect Tenant's use or occupancy of the Premises,
or the conduct of Tenant's business therein, such consent or approval shall not
be granted without the prior written consent of Tenant, which consent may be
withheld in its sole and absolute discretion.

     (e) Landlord shall not amend, or modify the Declaration if such amendment
or modification could diminish the rights or increase the obligations of Tenant
thereunder of under this Lease, or could adversely affect Tenant's use or
occupancy of the Premises or the conduct of Tenant's business therein, nor shall
Landlord terminate the Declaration.

     (f) Landlord shall obtain any third-party approvals required under Article
VIII of the Declaration for the performance of Landlord's Work (including,
without limitation, Tenant's elevations and signage, as shown on Exhibit "F"
hereto), Tenant's Work and the operation of Tenant's business in the Premises.

     (g) Landlord further represents, warrants and/or covenants:

          1. That it has the right to enter into this Lease and that the
          person(s) signing this Lease on its behalf has authority to enter into
          this Lease and to bind Landlord to the terms, covenants and conditions
          contained herein.

          2. That it has good and marketable fee simple title to the Premises
          and the Center is free and clear of all easements, restrictions, liens
          and encumbrances except as described in Section 6(a) above.

          3. That the Premises, including without limitation, the roof and HVAC
          system, are or as of the Commencement Date shall be, in good condition
          and repair.

          4. That the Premises is, or as of the Commencement Date shall be,
          properly zoned for use by the Tenant as a retail footwear location and
          there are no restrictive covenants or other title encumbrances which
          restrict in any way the use of the Premises as a retail footwear
          location.

          5. That Landlord has, or as of the Commencement Date shall have,
          obtained all necessary approvals and permits from appropriate
          governmental authorities for the development of the Center in
          accordance with the Site Plan and for the construction and occupancy
          of the Premises by Tenant as a retail footwear location.

          6. That Landlord has not entered into, and shall not hereafter prior
          to the expiration or termination of this Lease enter into, any leases,
          agreements or restrictive covenants that would prohibit or interfere
          with the use of the Premises by the Tenant as a retail footwear
          location.

          7. In the event the legal description of the Center described on
          Exhibit "B" hereto indicates that the Center is composed of more than
          one (1) parcel or lot, there exists no strips or gores between such
          parcels or lots which are not owned by Landlord.


                                       9

<PAGE>
          8. No third-party consents or approvals are required in order for
          Landlord to enter into this Lease, or for the performance of
          Landlord's Work.

          9. The Center now has, and on the Commencement Date shall have,
          access to and from Richmond Road and Harvard Road, as shown on the
          Site Plan, for the passage of vehicular traffic.

          10. As of the date of this Lease, there are no sign ordinances,
          restrictive covenants, uniform sign plans or other signage
          restrictions which would prevent the Premises from having the signage
          (including, without limitation, the square foot area and size of
          letters) as depicted on Exhibit "F" hereof.

SECTION 7. RIGHT TO REMODEL

     (a) Tenant may, at Tenant's expense, make repairs and alterations to the
interior non-structural portions of the Premises and remodel the interior of the
Premises, excepting structural and exterior changes, in such manner and to such
extent as may from time to time be deemed necessary by Tenant for adapting to
the Premises to the requirements and uses of Tenant and for the installation of
its fixtures, appliances and equipment. Any structural or exterior alteration
may only be made by Tenant with the prior written approval of Landlord, which
approval may be granted or withheld in Landlord's sole discretion. All plans for
any structural alterations shall be submitted to Landlord for endorsement of its
approval prior to commencement of work. Upon Landlord's request, Tenant shall be
obligated, if it remodels and/or alters the Premises, to restore the Premises
upon vacating the same. Tenant will indemnify and save harmless the Landlord
from and against all mechanics liens or claims by reason of repairs, alterations
or improvements which may be made by Tenant to the Premises. Inasmuch as any
such alterations, additions or other work in or to the Premises may constitute
or create a hazard, inconvenience or annoyance to the public and other tenants
in the Center, Tenant shall, if so directed in writing by Landlord, erect
barricades, temporarily close the Premises, or affected portion thereof, to the
public or take whatever measures are necessary to protect the building
containing the Premises, the public and the other tenants of the Center for the
duration of such alterations, additions or other work. If Landlord determines,
in its sole judgment, that Tenant has failed to take any of such necessary
protective measures, and Tenant fails to cure same within ten (10) days after
notice thereof, Landlord may do so and Tenant shall reimburse Landlord for the
cost thereof within ten (10) days after Landlord bills Tenant therefor.

     (b) All such work, including Tenant's Work pursuant to Exhibit "D" shall be
performed lien free by Tenant. In the event a mechanic's lien is filed against
the premises or the Center, Tenant shall discharge or bond off same within ten
(10) days from the filing thereof. If Tenant fails to discharge said lien,
Landlord may bond off or pay same without inquiring into the validity or merits
of such lien, and all sums so advanced shall be paid on demand by Tenant as
additional rent.

SECTION 8. UTILITIES

     (a) Prior to the Commencement Date, Landlord shall provide, at Landlord's
expense, by separate meter, electric, water, sewer, and other utilities to the
Premises sufficient to meet Tenant's requirements. Landlord shall further
provide, or cause to be provided, all such utility services to the Premises
during the term of this Lease. Tenant agrees to be responsible and pay for all
public utility services rendered or furnished to the Premises during the term
hereof, including, but not limited to, heat, water, gas, electric, steam,
telephone service and sewer services, together with all taxes, levies or other
charges on such utility services when the same become due and payable. Tenant
shall be responsible for all utility services and costs inside the premises.
Landlord shall not be liable for the quality or quantity of or interference
involving such utilities unless due directly to Landlord's negligence.

     (b) During the term hereof, whether the Premises are occupied or
unoccupied, Tenant agrees to maintain heat sufficient to heat the Premises so as
to avert any damage to the Premises on account of cold weather.

     (c) Tenant agrees to be responsible for its rubbish removal from the
Premises. Tenant shall be permitted to maintain and operate, at no extra charge:
(i) a trash compactor in the


                                       10

<PAGE>
portion of the Common Areas designated on Site Plan as "Trash Compactor Pad";
and (ii) a trash container(s) in the portion(s) of the Common Areas designated
on Site Plan as "Trash Container Pad". Tenant, at its sole cost and expense,
shall keep the trash compactor and containers neat and clean and repair any
damage caused by use and storage of such compactor and containers.

SECTION 9. GLASS

     The Tenant shall maintain the glass part of the Premises, promptly
replacing any breakage and fully saving the Landlord harmless from any loss,
cost or damage resulting from such breakage or the replacement thereof.

SECTION 10. PERSONAL PROPERTY

     The Tenant further agrees that all personal property of every kind or
description that may at any time be in or on the Premises shall be at the
Tenant's sole risk, or at the risk of those claiming under the Tenant, and that
the Landlord shall not be liable for any damage to said property or loss
suffered by the business or occupation of the Tenant caused in any manner
whatsoever.

SECTION 11. RIGHT TO MORTGAGE

     (a) Landlord reserves the right to subject and subordinate this Lease at
all times to the lien of any deed of trust, mortgage or mortgages now or
hereafter placed upon Landlord's interest in the Premises; provided, however,
that no default by Landlord, under any deed of trust, mortgage or mortgages,
shall affect Tenant's rights under this Lease, so long as Tenant performs the
obligations imposed upon it hereunder and is not in default hereunder, and
Tenant attorns to the holder of such deed of trust or mortgage, its assignee or
the purchaser at any foreclosure sale. Any such subordination shall be
contingent upon Tenant receiving a commercially reasonable subordination,
non-disturbance and attornment agreement ("SNDA"). It is a condition, however,
to the subordination and lien provisions herein provided, that Landlord shall
procure from any such mortgagee an agreement in writing, which shall be
delivered to Tenant or contained in an SNDA, providing in substance that so long
as Tenant shall faithfully discharge the obligations on its part to be kept and
performed under the terms of this Lease and is not in default under the terms
hereof, its tenancy will not be disturbed nor this Lease affected by any default
under such mortgage. The parties acknowledge that the SNDA attached hereto as
Exhibit "I" is commercially reasonable. Landlord represents and warrants that,
as of the date of this Lease and the Commencement Date, there are no mortgages,
ground leases or other encumbrances that could dispossess Tenant's leasehold
interest hereunder (collectively, "Mortgages") on Landlord's fee title to the
Center. Landlord agrees that Tenant's obligations under this Lease shall be
contingent upon Tenant entering into an SNDA with the holder of such Mortgage on
or before the Commencement Date.

     (b) Wherever notice is required to be given to Landlord pursuant to the
terms of this Lease, Tenant will likewise give such notice to any mortgagee of
Landlord's interest in the Premises upon notice of such mortgagee's name and
address from Landlord. Furthermore, such mortgagee shall have the same rights to
cure any default on the part of Landlord that Landlord would have had.

SECTION 12. SUBLEASE OR ASSIGNMENT

     (a) Tenant may assign Tenant's interest in this Lease or sublet all or any
portion of the Premises to a nationally or regionally recognized retailer
without Landlord's consent. Any other assignment or subletting not specifically
provided for in this Section 12 shall be subject to Landlord's prior written
consent, which consent shall not be unreasonably withheld. Landlord's review of
the proposed assignee or subtenant shall be limited to business reputation,
business experience, a retail use compatible with then existing tenant mix of
the Center, and financial ability to perform its obligations under this Lease or
the proposed sublease, as the case may be. In any such event, Tenant shall
remain fully and primarily liable hereunder. Tenant's right to assign or sublet
shall be subject to any then existing exclusives or primary use exclusives for
tenants leasing more than 15,000 square feet of space in the Center.


                                       11

<PAGE>

     Tenant may, without the consent of Landlord, (i) grant licenses and/or
concessions within the Premises or (ii) assign or sublet all or any portion of
the Premises to (a) any parent, affiliate or subsidiary corporation of Tenant;
(b) a transferee or successor by merger, consolidation or acquisition of Tenant
or its parent or subsidiary; or (c) a transferee with a good business reputation
who is acquiring all or substantially all of the stores of Tenant in the State
of Ohio or the assets of Tenant, its parent or subsidiary. Any such assignee or
sublessee shall be bound by the terms of this Lease. Tenant shall deliver to
Landlord in the ordinary course of its business an instrument whereby the
assignee or entity succeeding to Tenant's interest hereunder agrees to be bound
by the terms of this Lease.

     (b) Landlord may assign Landlord's interest in this Lease without the
consent of Tenant (a) to any entity to which Landlord transfers its fee interest
in the Premises provided such entity (i) agrees in writing to be bound by all
the terms of this Lease and (ii) such assignment is pursuant to a bona fide
arm's length transaction not designed to reduce Landlord's liability or to
otherwise exempt Landlord from any provision of this Lease or (b) subject to
Section 12, as security for any indebtedness undertaken by Landlord.

SECTION 13. COMMON AREAS

     Landlord grants to Tenant and its customers, agents, employees, licensees,
invitees and subtenants, a non-exclusive easement in common with the other
tenants of the Center for the use of all Common Areas. Landlord hereby covenants
and agrees that Landlord shall not grant any party other than tenants of the
Center and their customers, agents, employees, licensees, invitees and
subtenants a right to utilize the parking areas in the Center, and Landlord
shall use commercially reasonable efforts to restrict the use of the parking
areas to such parties. "Common Areas" means all areas and facilities in the
Center provided and so designated by Landlord and made available by Landlord in
the exercise of good business judgment for the common use and benefit of tenants
of the Center and their customers, employees and invitees. Common Areas shall
include (to the extent the same are constructed), but not be limited to, the
parking areas, sidewalks, landscaped areas, corridors, stairways, boundary walls
and fences, incinerators, truckways, service roads, and service areas not
reserved for the exclusive use of Tenant or other tenants.

SECTION 14. OPERATION OF COMMON AREAS

     (a) From and after the Commencement Date, Landlord, at its cost and
expense, shall operate the Center and maintain the Common Areas and the Center
in a clean and safe condition and repair so that Tenant and its customers,
guests, invitees, licensees, officers and employees can use and enjoy the same.
The obligations of Landlord pursuant hereto shall include, without limitation,
the maintenance of the Center and any pylon structure(s) (excluding therefrom
Tenant's advertising panels), regular cleaning of the Common Areas, removal of
trash and debris from the Common Areas, repairing the asphalt and concrete
portions of the Common Areas (including potholes, curbs and sidewalks),
repairing common utility lines and facilities, repairing storm drains, repairing
parking lot lights, maintaining the landscaped portion of the Common Areas
(including regular grass cutting), maintaining floodlights and other necessary
means of illumination sufficient to illuminate the Common Areas during twilight
and evening hours that Tenant's store is open for business and in operation,
prompt removal of snow and ice on every occasion where safety of the Common
Areas or access to the Premises is impeded, and periodic restriping of the
parking area. Landlord shall at all times have exclusive control of the Common
Areas and may at any time and from time to time: (i) promulgate, modify and
amend reasonable rules and regulations for the use of the Common Areas, which
rules and regulations shall be binding upon Tenant upon delivery of a copy
thereof to Tenant; (ii) temporarily close any part of the Common Areas,
including but not limited to closing the streets, sidewalks, road or other
facilities to the extent necessary to prevent a dedication thereof or the
accrual of rights of any person or of the public therein; (iii) exclude and
restrain anyone from the use or occupancy of the Common Areas or any part
thereof except bona fide customers and suppliers of the tenants of the Center
who use said areas in accordance with the rules and regulations established by
Landlord; and (iv) engage others to operate and maintain all or any part of the
Common Areas, on such terms and conditions as Landlord shall, in its sole
judgment, deem reasonable and proper; and (v) make such changes in the Common
Areas as in its opinion are in the best interest of the Center, including but
not limited to changing the location of walkways, service areas, driveways,


                                       12

<PAGE>

entrances, existing automobile parking spaces and other facilities, changing the
direction and flow of traffic and establishing prohibited areas; provided,
however, that any such change shall be subject to the terms and conditions of
Section 1(c) of this Lease.

     (b) Tenant shall keep all Common Areas free of obstructions created or
permitted by Tenant. Tenant shall permit the use of the Common Areas only for
normal parking and ingress and egress by its customers and suppliers to and from
the Premises. If in Landlord's opinion unauthorized persons are using any of the
Common Areas by reason of Tenant's occupancy of the Premises, Landlord shall
have the right at any time to remove any such unauthorized persons from said
areas or to restrain unauthorized persons from said areas. Landlord, Tenant, and
others constructing improvements or making repairs or alterations in the Center
shall have the right to make reasonable use of portions of the Common Areas.

     (c) Throughout the term, Landlord shall keep the Common Areas fully lighted
and open to the customers of the Center seven (7) days a week from dusk until
11:00 p.m. Monday through Saturday and until 7:00 p.m. on Sunday ("Normal
Hours"). Upon request of Tenant, Landlord shall keep the Common Areas lighted
for as long as after Normal Hours as Tenant shall request, provided Tenant shall
pay for a share of the reasonable cost of said requested lighting, which share
shall be equal to the product of (i) such costs, and (ii) a fraction, the
numerator of which shall be the number of square feet of leasable space within
the Premises and the denominator of which shall be the aggregate number of
square feet of leasable space of all premises within the Center (including the
Premises) open later than Normal Hours (excluding, however, those tenants and
occupants who separately control and pay for their own Common Area lighting). In
addition to the foregoing, Landlord shall provide for low level security
lighting from one (1) hour after the close of business in the Premises until
dawn.

SECTION 15. COMMON AREA MAINTENANCE, TENANT'S SHARE

     (a) Tenant shall initially pay to Landlord as additional rental,
simultaneously with the payment of Base Rent called for under Section 4(a), the
estimated monthly amount of Tenant's Proportionate Share of the "Maintenance
Costs" (as defined in Section 15(c) below) for the operation and maintenance of
the Common Areas as set forth in Section 4(c), One and 10/100 Dollars ($1.10)
per square foot, payable in equal monthly installments of One Thousand Eight
Hundred Thirty-Three and 33/100 Dollars ($1,833.33) as the estimated monthly
amount of Tenant's Proportionate Share of the "Maintenance Costs" (as defined in
Section 15(b) below) for the operation and maintenance of the common areas.

     (b) The Maintenance Costs for the common areas shall be computed on an
accrual basis, under generally accepted accounting principles, and shall include
all costs of operating, maintaining, repairing and replacing the common areas,
including by way of example but not limitation: (i) cost of labor (including
worker's compensation insurance, employee benefits and payroll taxes); (ii)
materials, and supplies used or consumed in the maintenance or operation of the
common area; (iii) the cost of operating and repairing of the lighting; (iv)
cleaning, painting, removing of rubbish or debris, snow and ice, private
security services, and inspecting the common areas; (v) the cost of repairing
and/or replacing paving, curbs, walkways, markings, directional or other signs;
landscaping, and drainage and lighting facilities; (vi) rental paid for
maintenance of machinery and equipment; and (vii) a reasonable allowance to
Landlord for Landlord's supervision, which allowance shall not in an accounting
year exceed ten percent (10%) of the total of all Maintenance Costs (excluding
insurance costs) for such accounting year (all of the foregoing are collectively
referred to herein as "Maintenance Costs"). Notwithstanding the foregoing, the
following shall be excluded, deducted or credited from Maintenance Costs when
computing Tenant's Proportionate Share of same: (a) Net recoveries received by
Landlord from tenants as a result of any act, omission, default or negligence or
as the result of breaches by tenants of the provisions of their leases and/or
other amounts received by Landlord from third parties, which recoveries and/or
amounts reimburse Landlord for or reduce Maintenance Costs; (b) Gross revenues
from charges, if any, made for the use of the parking facilities and other
Common Areas or facilities of the Center (including, without limitation, the
sale or rental of advertising space); (c) The cost of the land underlying and
the construction of the Center, whether initially or in connection with any
replacement or expansion thereof and whether mandated by law or otherwise,
including, without limitation, costs of correcting (I) defective


                                       13

<PAGE>

conditions in the Center resulting from defects in or inadequacy of the initial
design or construction of the same, or (II) code violations, including the
payment of fines or citations in connection therewith; (d) The depreciation or
amortization of the Center or any part thereof or any equipment or other
property used in connection therewith; (e) the initial cost of the installation
of the parking areas or facilities or the amortization or depreciation of such
initial cost; (f) The cost of providing or performing improvements, work or
repairs to or within (I) any portion of the premises of any other tenants or
occupants in the Center, (II) any other building which is not part of the Common
Areas or (III) any portion of the Center the use of which is not available to
Tenant; (g) Any reserves for future expenditures or liabilities which would be
incurred subsequent to the then current accounting year; (h) Any bad debt loss,
rent loss or reserves for bad debt or rent loss; (i) Legal fees, audit fees,
leasing commissions, advertising expenses and other costs incurred in connection
with (I) the original development or original leasing of the Center, (II) the
future re-leasing of the Center, (III) any advertising or promotion of the
Center or any part thereof, and (IV) disputes with other tenants or third
parties; (j) Costs of repairing or restoring any portion of the Center damaged
or destroyed by any casualty or peril whether insured, uninsured or uninsurable;
(k) Costs in connection with the cleanup or removal of hazardous materials; (l)
The cost of compliance with the Americans with Disabilities Act of 1990, as
amended, and all regulations promulgated pursuant thereto; (m) Net recoveries
from insurance policies taken out by Landlord to the extent that the proceeds
reimburse Landlord for expenses which have previously been included or which
would otherwise be included in Maintenance Costs; (n) Costs associated with
repairs or improvements the need for which arose prior to the date of this
Lease; (o) Costs of a capital nature, including all capital improvements,
alterations, repairs and/or replacements (for purposes of this Lease, "costs of
a capital nature" shall mean the cost of any item or service the useful life of
which exceeds 36 months); (p) Costs relating to the negligence of Landlord or
its contractors, agents or employees or the payment of any claims or damages
relating to the same; (r) Any insurance costs.

     (c) Landlord shall maintain accurate and detailed records of all
Maintenance Costs for the common areas in accordance with generally accepted
accounting principles. For purposes of this Lease, "Tenant's Proportionate
Share" shall be the product of the applicable cost or expense multiplied by a
fraction, the numerator of which shall be the gross leasable area (expressed in
square feet) of the Premises and the denominator of which shall be the gross
leasable area (expressed in square feet) of all leasable space in the Center.
Tenant's Proportionate Share of that portion of the Center owned by Landlord is
estimated to be 8.69%, during the first Lease Year.

     (d) The actual amount of Tenant's Proportionate Share of all Maintenance
Costs shall be computed by Landlord within one hundred eighty (180) days after
the end of each accounting year (which Landlord may change from time to time).
At this time Landlord shall furnish to Tenant a statement showing in reasonable
detail the actual Maintenance Costs incurred during such accounting year and
Tenant's Proportionate Share thereof (prorated for any partial Lease year, with
appropriate adjustments to reflect any change in the floor area of the premises
or the gross leasable area of a building occurring during such accounting year).
Any excess payments from Tenant shall be applied to the next installments of the
Maintenance Costs hereunder, or refunded by Landlord. Any underpayments by
Tenant shall be paid to Landlord within thirty (30) days after receipt of such
reconciliation statement. Tenant's estimated monthly Maintenance Cost hereunder
may be adjusted by written notice from Landlord. Notwithstanding anything
contained in this Section 15 to the contrary, Landlord and Tenant agree that the
actual amount of Tenant's Proportionate Share of Maintenance Costs, excluding
costs for snow and ice removal, shall not increase by more than five percent
(5%) in any lease year over the previous Lease Year, and that Tenant's
Proportionate Share of Maintenance Costs for the first lease year, excluding
costs for snow and ice removal and common area utilities, shall not exceed One
and 25/100 Dollars ($1.25) per square foot.

     (e) If Tenant, for any reason in the exercise of good business judgment,
questions or disputes any statement of Maintenance Costs prepared by Landlord,
then Tenant, at its own expense, may employ such accountants as Tenant may
select to review Landlord's books and records solely with respect to Maintenance
Costs during the prior two Lease years and to determine the amount of
Maintenance Costs for the period or periods covered by such statements. If the
report of the accountants employed by Tenant shall show any overcharge paid by
Tenant, then Tenant shall receive a credit from Landlord for such difference.
Any


                                       14

<PAGE>

underpayment shall be paid by Tenant. Tenant agrees that no contingency fee
auditors shall be employed by Tenant for the purpose o