SHOPPING CENTER LEASE

5.                                        Base Rent . Landlord reserves, and Tenant covenants to pay to Landlord, without prior demand being made therefore, as rent for the Demised Premises, the following minimum base rent (the “Base Rent”) payable in equal monthly installments as follows:

In addition, Tenant shall pay Landlord, as rent for the Expansion Space, from the date of commencement of the term hereof until and including September 30, 2006, the amount of $1,719.00. Thereafter, if Tenant elects to retain the Expansion Space, Tenant shall so advise Landlord in writing on or before October 1, 2006, whereupon such space shall, ipso facto , be deemed part of the Leased Space and the Base Rent shall be increased as follows:

10/1/06 – end of Lease year 5       $7.00 psf    $9,843.75 per month         $118,125.00 per year

Lease year 6 to Lease year 10       $8.00 psf    $11,250.00 per month        $135,000.00 per year

In the event Tenant does not elect to retain the Expansion Space as aforesaid, the Base Rent shall remain as set forth above and Tenant shall vacate and relinquish the Expansion Space to Landlord who shall thereupon have the right to lease the same to another tenant.

Each monthly installment of rent and all other sums due Landlord by Tenant hereunder shall be paid to Palms Associates on behalf of Landlord on the first day of each month during the term at Suite 200, 3400 Building, 397 Little Neck Road, Virginia Beach, Virginia 23452 or at such other place as shall be designated in writing, from time to time, by Landlord.

6.                                        Additional Charges . Tenant shall pay additional charges as follows:

CAM, Taxes and Insurance. Tenant shall pay its actual pro-rata share of common area maintenance charges (“CAM”) and insurance for the Leased Space, provided, however, that such amount shall not exceed $2.00 (CAP) per s.f. during the first year of the Lease. After that, as a component of such CAP, CAM Charges shall not exceed $.50 per s.f., such amount to increase at the rate of CPI, while Insurance and Taxes shall not be subject to the CAP. The current CAM charges are currently estimated at $1.50 per square foot. . It is understood that additional charges apply to the “Leased Space only at inception and to the Expansion Space if and when it becomes part of the Lease.

7.                                        Percentage Rent - INTENTIONALLY DELETED

8.                                        Gross Sales – INTENTIONALLY DELETED

9.                                        Statement of Gross Sales and Payment of Percentage Rent – INTENTIONALLY DELETED

10.                                  Tenant’s Records - INTENTIONALLY DELETED

11.                                  Late Payments . Tenant covenants and agrees to pay a Late Fee monthly, equal to the greater of One Hundred Dollars ($100.00) or ten percent ( 10%) of all rents and all other sums due under this lease from the time said rents or sums accrue if they are not received by Landlord within five (5) days after due, Landlord expressly reserving all other rights and remedies provided herein and/or by law in respect thereto. Tenant further agrees to pay (or to reimburse Landlord promptly if Landlord elects to pay) any and all costs and expenses incurred by Landlord in connection with the collection of delinquent rents and/or the enforcement of any of the provisions of this lease , including reasonable attorneys’ fees. Tenant

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further covenants and agrees to pay Landlord a “bad check” or “returned check” charge in the amount of Twenty-Five Dollars ($25.00) for each check of Tenant dishonored by Tenant’s bank.

12.                                  Real Estate Taxes, Common Areas and Insurance

(a)                                   Tenant acknowledges that the parcel of land on which the Demised Premises is located is a tax parcel (“Landlord’s Parcel”) separate from the remainder of the Shopping Center. Tenant agrees to pay to Landlord, as additional rent contemporaneously with the payment of monthly installments of Base Rent an amount equal to one twelfth of the annual real estate taxes assessed against Landlord’s Parcel, from time to time, including any special assessment, provided, however, in the event Tenant does not elect to retain the Expansion Space, then from and after October 1, 2006, Tenant shall only be required to pay Landlord, on a monthly basis, an amount equal to one twelfth of 59.5% (this is meant to be pro rata; Landlord shall provide Tenant evidence of how this was calculated) of the annual real estate taxes assessed against the Landlord’s Parcel, from time to time, including any special assessment.

(b)                                  Tenant agrees to, and shall, pay to Landlord, before any fine, penalty, interest or cost is added thereto for the non-payment thereof, any tax that may be levied, assessed or imposed, by way of license or otherwise, upon the rent reserved herein and/or this lease and/or the Demised Premises by any governmental authority acting under any present or future law, statute, ordinance or the like.

(c)                                   Tenant agrees to pay to Landlord, monthly as Additional Rent, a common area maintenance charge based upon the gross square foot floor area of the Demised Premises as Tenant’s Proportionate Share of the cost of maintaining the Common Areas of the Shopping Center (hereinafter called “Common Area Charge”). The Common Area Charge relates to the total cost and expense incurred by Landlord in operating and maintaining the Common Areas, including, without limitation, gardening and landscaping of the Shopping Center, landscape watering and sprinklers, parking lot pavement repairs and maintenance and parking lot striping, sidewalk repairs and maintenance, trash and rubbish and garbage removal in the event Landlord provides dumpsters, roof repairs and maintenance, parking lot lighting, Shopping Center signage repair and maintenance, snow removal, storm water management fees and fees imposed by any governmental body having jurisdiction and all costs, charges, and expenses incurred by Landlord in connection with any charge of any company providing electricity service, including, without limitation to, maintenance, repair, installation, and service costs associated therewith. The Common Area Charge shall also include , the cost of personnel to direct parking and to police the common facilities and other general Common Area repairs. In addition, the Common Area Charge shall also include Tenant payments for water and sewerage charges, if the same is not individually metered by Landlord, and the lighting of Tenant’s signage, if the same is connected with the parking lot light meter or is paid by Landlord. Landlord will submeter water for very high usage tenants.

(d)                                  Landlord shall obtain and keep in force during the term of this lease a policy or policies of insurance, covering loss or damage to the Shopping Center, the Common Areas and the building of which the Demised Premises comprise a part, in an amount not less than eighty percent (80%) of the replacement costs thereof, providing protection against all perils included within the classifications of fire, extended coverage, vandalism (exclusive of glass and doors), special extended perils (all risk), together with public liability insurance with established limits of coverage deemed appropriate by Landlord for personal injury or injuries. Tenant agrees to pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of Landlord’s insurance premium.

(e)                                   Landlord shall estimate Tenant’s Proportionate Share of real estate taxes, Common Area Charges and insurance premiums on the basis of periods of twelve (12) months, commencing and ending on such dates as may be designated by Landlord, one-twelfth (1/12th) of which shall be paid monthly by Tenant as Additional Rent. Landlord may revise its estimate of such costs at any time. Tenant, upon notice, shall adjust its monthly installments during the remainder of the period to reflect such revised

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estimate. After the end of each designated twelve (12) month period, Landlord shall furnish Tenant a statement of the actual costs for the period, and there shall be an adjustment between Landlord and Tenant, with a payment to Landlord or a credit to Tenant, as the case may be, to the end that Landlord shall receive the entire amount of Tenant’s Proportionate Share for such period. Tenant, at its own cost and expense, has the right to audit the books and records of Landlord regarding these charges; provided, however, if the actual charges are more than 5% less than those billed to Tenant, Landlord shall pay for such audit.

13.                                  Trade Fixtures . Tenant agrees, at its own cost and expense, to fixture the Demised Premises with new trade fixtures. All trade fixtures installed in the Demised Premises by Tenant shall remain Tenant’s property; provided, however, that nothing herein shall be deemed to affect Landlord’s remedy of distraint. Tenant agrees to repair (or to reimburse Landlord for the cost of repairing) any damage to the Demised Premises occasioned by the installation or removal of said trade fixtures.

14.                                  Acceptance of Premises . Tenant hereby agrees to accept the Demised Premises from Landlord as they are found by Tenant on the date hereof and shall have no legal or equitable remedy based either upon a claim that Landlord failed to deliver possession in accordance with this lease or based on a claim that the size, location, layout, dimensions or construction of the Demised Premises or the parking lots or other Common Areas were not completed and/or furnished in accordance with the terms of this lease.

15.                                  Common Areas . Tenant, its customers, employees and invitees shall have the right to use and enjoy free of charge, in common with Landlord, other tenants and their customers, employees and invitees, the parking areas, approaches, sidewalks, entrances, exits and roadways (hereinafter collectively called the “Common Areas”) which Landlord agrees to provide for the reasonable operation of the Shopping Center. It is expressly understood that the Common Areas are intended primarily for the use by customers of the stores in the Shopping Center, and Tenant accordingly agrees that its employees will not use the Common Areas for the parking or storage of any automobile, truck or any other vehicle owned or used by any of its employees, except as may be approved in writing by Landlord. Tenant further agrees that Landlord reserves the right, in its sole discretion, to designate specific parking area(s) for the use by the employees and/or customers of Tenant and if so designated, Tenant shall instruct its employees and/or customers, as the case may be, to park in any such designated areas. In order to assist Landlord in the enforcement of the provisions of this paragraph, Tenant agrees that within ten (10) days after being requested so to do, Tenant will furnish Landlord a written statement containing the license plate numbers of all employees, agents, and representatives employed by Tenant in or about the Demised Premises. Tenant shall not park, or permit to be parked, any delivery vehicles in the Common Areas intended for the use by customers of the stores in the Shopping Center, nor permit merchandise delivery from such Common Areas if delivery access and loading and unloading zones are provided by Landlord. Landlord covenants that, at all times during the term hereof, it will maintain the Common Areas in a good condition of repair and adequately lighted and paved, and that, except as otherwise provided in paragraph 33 below, there will be at least the minimum number of parking spaces sufficient to satisfy governmental requirements and in no event shall the number of parking spaces at the Shopping Center existing as of the date of this lease be reduced by more than twenty (20) spaces during the term or any extension thereof. Anything in this paragraph to the contrary notwithstanding, Landlord expressly reserves the right, from time to time, (i) to construct other buildings and/or enlarge existing buildings on or over the Common Areas so long as the number of parking spaces is not reduced by more than twenty (20) spaces, and (ii) increase, reduce, modify or alter the dimensions and locations of roadways, parking lots, sidewalks and buildings provided such changes, additions or reductions do not unreasonably interfere with Tenant’s use of the Demised Premises or reduce the number of parking spaces at the Shopping Center by more than twenty (20) spaces. Notwithstanding anything to the contrary contained herein, Tenant shall have the exclusive use of the parking (with the right to mark it for such purpose) on the side and in the back of the Building as outlined on Exhibit A .

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16.                                  Utility Deregulation.

(a)                                   Landlord Control Selection.                                          Landlord has advised Tenant that presently Virginia Power (“Electric Service Provider”) is the utility company selected by Landlord to provide electricity service for the Demised Premises. Notwithstanding the foregoing, if permitted by Law, Landlord shall have the right that any time and from time to time during the Term to either contract for service from a different company or companies providing electricity service (each such company shall hereinafter be referred to as an “Alternate Service Provider”) or continue to contract for service from the Electric Service Provider. In such an event, there shall be no interruption in the electric service to the Demised Premises as a result of or during such change in provider.

(b)                                  Tenant shall Give Landlord Access. Tenant shall cooperate with Landlord, the Electric Service Provider, and any Alternate Service Provider at all times and, as reasonable necessary, shall allow Landlord, Electric Service Provider, and any Alternate Service Provider reasonable access to all electric lines, feeders, risers, wiring, and any other machinery within the Demised Premises.

(c)                                   Landlord Not Responsible for Interruption of Service. Except if caused by Landlord’s negligence or willful misconduct, Landlord shall in no way be liable or responsible for any loss, damage, or expense that Tenant may sustain or incur by reason of any change, failure, interference, disruption, or defect in the supply or character of the electric energy furnished to the Premises, or if the quantity or character of the electric energy supplied by the Electric Service Provider or any Alternate Service Provider is no longer available or suitable for Tenant’s requirements, and no such change, failure, defect, unavailability, or unsuitability shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under the Lease.

17.                                  Landlord’s Repairs and Right of Entry . Landlord shall be responsible for cleaning and maintaining the Common Areas in a manner similar to other Shopping Centers in the area of the same quality and size. In addition, Landlord shall be responsible for maintenance and repair of the structure of the building, including the roof, walls, and foundations. Landlord covenants that it will, with reasonable dispatch after being notified in writing by Tenant of the need therefore, make such repairs to the Common Areas and outside utility lines and to the exterior of the Demised Premises (including the gutters, downspouts and outside walls and parking, sidewalks and grass surfaces on the Property , but excepting all glass and doors), as may be necessary to keep the same in a good condition and repair; provided, however, that if the need for such repair is occasioned by the casualty resulting from negligence or willful act of Tenant, or any of its agents, employees, or contractors, such repairs shall be made by Landlord, but the cost of such repairs shall be charged to and be promptly paid for by Tenant subject to Tenant being given credit for any money Landlord actually receives in respect to such damage from its insurance. Anything in the foregoing to the contrary notwithstanding, Landlord shall have no liability whatsoever for damage or injury to person or property occasioned by its failure to make any such repair (e.g., injury damage to property resulting from leaks caused by a defect in the roof, outside walls, gutters and/or downspouts) unless, within a reasonable time after being notified in writing by Tenant of the need therefore, Landlord shall have failed to make such repair and such failure shall not have been due to any cause beyond Landlord’s control, including, without limitation, strikes and/or inability to obtain materials and/or equipment at reasonable prices. Landlord, its agents, employees and contractors, shall have the right after giving Tenant 24 hours notice except in the case of an emergency, from time to time, to enter and use insofar as may be necessary the Demised Premises for the purpose of making any of the aforesaid repairs. Tenant shall not be entitled to any reduction in rent or to any claim for damages by reason of any inconvenience, annoyance, and/or injury to business arising out of any repairs made by Landlord pursuant to this paragraph. Tenant will permit Landlord or its representatives (i) to enter the Demised Premises during the last six months of the term for the purpose of exhibiting the Demised Premises to prospective tenants.

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18.                                  Tenant’s Repairs . Tenant covenants that it will, at all times during the term hereof and at its own cost and expense, keep the Demised Premises (including, without limitation,  the interior and rooftop heating and air conditioning system, the floors, the finish and related work to be added by Tenant to the exterior walls, toilets, sprinkler system, signage, interior pipes, plumbing, wires and conduits, and electric lines, windows, doors, glass, fixtures and equipment) in a good condition of repair and in good working order (making such repairs and replacements as may be necessary), unless the need therefore is occasioned by fire or other casualty covered by Landlord’s fire and extended coverage insurance policy (exclusive of any damage to glass or doors), in which event such repair and replacement shall be an expense of Landlord to the extent of such coverage. Tenant agrees to be responsible and liable for any freezing in pipes and/or within plumbing fixtures within and serving the Demised Premises and shall pay for the repair of any damage caused thereby. In this regard, Tenant shall keep the Demised Premises at a sufficient temperature to prevent such freezing. Tenant understands and agrees that Tenant (not Landlord) shall be responsible for any condensation in or around the duct work used by heating and/or air conditioning.

19.                                  Tenant’s Care of Sidewalks, etc. Tenant covenants and agrees that it will, at all times during the term hereof, keep the Demised Premises and the sidewalk immediately adjoining the Demised Premises clean and free from obstruction, rubbish, dirt, snow and ice. Tenant shall place all trash, rubbish and garbage in a proper closed receptacle at the rear entrance of the Demised Premises and shall pay all costs incident to the removal thereof.

20.                                  Tenant’s Failure to Repair and Remove Debris, etc Tenant agrees that if it fails to perform any obligation placed upon it by either paragraph 17 or paragraph 18 of this lease, Landlord, in addition to other remedies provided by law and/or this lease, after giving Tenant five (5) days written notice may correct (or have corrected) the default at the cost and expense of Tenant.

21.                                  Miscellaneous Covenants of Tenant . Tenant covenants that: it will comply with all Federal, State and/or municipal laws, ordinances and regulations relating to its business conducted in the Demised Premises; it will promptly pay for all electricity, gas, water and other utilities consumed on, and all sewage disposal charges assessed against, the Demised Premises and all required meter deposits and connection fees relating to such utilities; it will promptly pay for lighting the portion of the marquee in front of the Demised Premises if used for Tenant’s signage; it will not use the name of the Shopping Center for any purpose other than as the address of its business to be conducted in the Demised Premises; it will not use, or permit to be used, the Demised Premises for any illegal or purpose; it will conduct its business in such manner as will be in keeping with the character and reputation of the Shopping Center; it will comply with the Rules and Regulations pertaining to the Shopping Center atta