BEBE STORES INC
EXHIBIT 10.9
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<TYPE>EX-10.9
<SEQUENCE>2
<FILENAME>a2025484zex-10_9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>

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                                                                    EXHIBIT 10.9

                                AMENDMENT NO. 1
                               TO LEASE AGREEMENT

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<S>        <C>
Owner:     Far Western Land and Investment Company, Inc., a California
           Corporation

Tenant:    bebe stores, inc., a California Corporation

Premises:  400 Valley Drive, Brisbane, California

Date:      September 11, 2000
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    This Amendment No. 1, is made on September 11, 2000 by and between Far
Western Land and Investment Company, Inc., a California Corporation (the
"Lessor") and bebe stores, inc., a California Corporation (the "Lessee").

                                    RECITALS

    Whereas Far Western Land and Investment Company, Inc. (as the "Lessor") and
bebe stores, inc. (as the "Lessee") entered into that certain Lease Agreement
and Addendum 1 dated November 30, 1998 (the "Lease"), for the premises (the
"Premises") described as the 34,725+ square feet of warehouse space located at
400 Valley Drive, Brisbane, California;

    Whereas, conditioned on the City of Brisbane permitting Lessee to expand the
Premises to allow for additional office space, Lessor and Lessee desire to amend
certain terms and conditions of the Lease;

                                   AGREEMENT

    Now, therefore, in consideration of their mutual promises, the parties
hereto agree as follows:

    1.  Term:

        Paragraph 1, Subparagraph 1.3 of the Lease is modified as follows: the
        term of the Lease is twelve (12) years beginning upon the earlier of
        occupancy of the new buildout or receipt of certificate of occupancy
        from the City of Brisbane which shall be the Lease "Occupancy Date";

    2.  Rental Schedule:

        Paragraph 49 of First Amendment to Lease Agreement is modified as
        follows:
       Commencing on the Occupancy Date the monthly rent shall be $26,000.

        Beginning on the start of the 2nd anniversary of the Occupancy Date and
        each year thereafter during the lease term, rent shall increase annually
        by the increase in the Consumer Price Index ("CPI") All Urban Consumers:
        San Francisco--Oakland--San Jose with minimum two percent (2%) increase
        and maximum four percent (4%) increases.

        Monthly base rent shall also increase by the additional amount of
        $2,500.00 at the start of the seventh year of the lease term.

    3.  Tenant Improvements:

       A. Lessee, at Lessee's sole cost and expense, will make further tenant
           improvements to the Premises, subject to review and approval of plans
           by Owner, such approval not to be unreasonably withheld or delayed
           ("Tenant Improvements").

       B.  Lessee upon Lessor's request, shall be responsible to remove any
           additional new office space built by Lessee beyond the buildout
           approved in the initial lease unless Lessee exercises its option as
           set forth in Paragraph 51 of Addendum No. 1 and modified in Amendment
           No. 1;
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       C.  Lessor reserves the right to file a notice of non-responsibility
           regarding any tenant improvement work at Premises.

    4.  Option to Extend:

        Addendum No. 1, Paragraph 51, shall be changed as follows:

       a)  Line four (4), change May 1, 2006 to the first day of the month
           following lease expiration;

       b)  Line six (6) and line seven (7), change April 30, 2006 to date of
           lease expiration.

    5.  First Right of Refusal:

        Lessee shall have the First Right of Refusal to purchase the Premises at
        the then fair market value if Owner decides to sell property.

    6.  Controlling Investment:

        In the event of any conflict between the provisions of the Lease and
        Addendum, and this Amendment No. 1, the Amendment No. 1 shall control.
        Except as set forth in the Amendment No. 1 all terms and conditions of
        the Lease and Amendment shall remain unchanged and in full force and
        effect.

    7.  Net Charges:

        Paragraph 52 of Addendum No. 1 to Lease dated November 30, 1998 is
        replaced by the following:

        Lessee shall receive real estate property tax bill and pay directly and
        send notice of payment to Lessor. Lessee shall also be responsible for
        HVAC maintenance, repair and replacement. Upon termination of Lease,
        HVAC will be left in good working order and repair. Lessee shall pay in
        addition to all rent and related charges to be paid by Lessee under this
        Lease, to Lessor on a monthly basis an amount equal to $0.032 p.s.f. for
        the net charges that include insurance, roof, parking and truck yard,
        and miscellaneous building maintenance.

    8.  Condition Precedent:

        If the City of Brisbane does not issue a building permit to Lessee
        allowing Lessee to make tenant improvements Lessee deems acceptable, in
        its sole discretion, then this Amendment No.1 shall be void, and all
        rights granted by this Amendment No.1 shall be mutually terminated and
        forfeited by both parties, and the Lease shall remain unchanged and in
        full force and effect.

    In Witness Whereof, the parties have caused their instrument to be properly
    executed by their duly authorized representatives as of the day and year
    first written above.

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<CAPTION>

<S>  <C>                                        <C>  <C>
     LESSOR:                                         LESSEE:

     Far Western Land and Investment Company,        bebe stores, inc., a California
     Inc., a California Corporation                  Corporation

     By:    /s/ GEOFFREY A. FARRAR                   By:    /s/ MANNY MASHOUF
     ------------------------------------            ------------------------------------
     Geoffrey A. Farrar                              Manny Mashouf

     Its:        President                           Its:        President and CEO
     ------------------------------------            ------------------------------------

     Date:  9-14-00                                  By:    /s/ BLAIR LAMBERT
     ------------------------------------            ------------------------------------
                                                     Blair Lambert

                                                     Its:        CFO
                                                     ------------------------------------

                                                     Date:  9-11-00
                                                     ------------------------------------
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