HAROLDS STORES INC
BOOMER LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>fy0610q3ex1034.txt
<DESCRIPTION>BOOMER LEASE AGREEMENT
<TEXT>
                               21
                         LEASE AGREEMENT

     THIS  LEASE AGREEMENT (the "Lease") is made and entered into
this   ______  day  of  September,  2005,  by  and   between   HD
Investments, LLC hereinafter called "Landlord", Harold's  Stores,
Inc. and hereinafter called "Tenant".

                            ARTICLE I
                            PREMISES

     1.1  Agreement  to Lease.  In consideration  of  the  rents,
covenants  and agreements hereinafter reserved and  contained  on
the  part  of  Tenant to be observed and performed, the  Landlord
demises and leases to the Tenant, and Tenant rents from Landlord,
those  certain  premises,  which premises  contain  approximately
9,218  square feet and are comprised of the ground floor  of  the
building located at 765 Asp, Norman, Oklahoma and all rights  and
appurtenances thereto, including, but not limited to,  rights  of
ingress   and  egress  and  parking,   (hereinafter  called   the
"Premises").  In  addition to the Premises located  at  765  Asp,
Norman,  Oklahoma being leased to Tenant hereunder, Tenant  shall
have  the right, and Landlord agrees to provide for the  term  of
this  Lease, at no cost or expense to Tenant, thirty  eight  (38)
parking spaces, along with ingress and egress thereto, located at
770  DeBarr, Norman, Oklahoma shown on Exhibit B, for parking  by
Tenant's  employees, affiliates and if Tenant  desires,  Tenant's
customers. The right to the parking spaces shall be exclusive  to
Tenant  and  the parking spaces shall be so marked and identified
for  Tenant's exclusive use Monday through Friday 8:00 am to 6:00
pm.  Landlord shall have the right to use such spaces after  6:00
pm  on  weekdays and all day Saturday and Sunday. Landlord agrees
to use reasonable efforts to enforce Tenant's exclusive rights to
said parking spaces.

     At no time may more than four (4) of the thirty-eight (38)
parking spaces be located in space numbers forty (40) through
forty eight (48) in the alley, and at no time may more than four
(4) of  Tenant's spaces be relocated to the alley adjacent to 770
DeBarr, as shown on Exhibit B. In the event Landlord relocates
four (4) or less of Tenant's spaces to such alley, and in
Tenant's reasonable opinion, new signage is required, Landlord
shall install and maintain such signage as is reasonably
acceptable to Tenant at Landlord's sole cost.

     In addition to the Premises being leased to Tenant
hereunder, Tenant shall have the exclusive right to use for
storage, and Landlord agrees to provide to Tenant for the first
twelve (12) months of the lease term, the west one-third (1/3) of
the building located at 770 DeBarr, Norman, Oklahoma, along with
ingress and egress thereto. Tenant shall pay no rent or charges
for this additional space but Tenant shall pay to Landlord, for
such twelve (12) month period, Tenant's reasonable prorata share
of utilities for such space.  Landlord has no maintenance,
repair, or any other obligations with respect to such additional
space other than to make it available to Tenant for Tenant's use
and Tenant has no obligation to maintain, repair  or insure such
additional space.

                           ARTICLE II
                              TERM

     2.1  Term  of Lease.   The term of this Lease shall  be  for
Sixty  (60) months, beginning on the first day after the  Closing
referred to in the Purchase Agreement described in Section  19.18
hereof  ("Commencement Date"), and ending on the last day of  the
sixtieth  (60th)  month after the Commencement  Date  thereafter,
(the "Expiration Date"), unless sooner terminated or extended, as
herein  provided  ("Initial Term").  Tenant shall  have  one  (1)
option to extend this Lease for an additional five (5) year  term
("Option  Term").  In  order for Tenant to exercise  the  option,
Tenant must give Landlord notice in writing, not later than three
(3) months prior to the Expiration Date.

                           ARTICLE III
                              RENT

     3.1  Base  Rent.   Tenant shall pay Landlord  as  base  rent
("Base  Rent")  for  the Premises each month, without  setoff  or
deduction, and without any prior demand therefor the following:

          For  each  year of the Initial Term, Tenant  shall  pay
     Eight and 50/100 Dollars ($8.50) per square foot of Premises
     per year ($78,353.00 per year) ($6,529.42 per month);

          For each year of the Option Term, Tenant shall pay Nine
     and  50/100  Dollars per square foot of  Premises  per  year
     ($87,571.00 per year) ($7,297.58 per month). , The Base Rent
     shall be paid in monthly installments and the first of  such
     monthly  installments  shall  be  due  and  payable  on  the
     Commencement  Date  (prorated for such first  month  if  the
     Commencement Date is not the first day of a calendar month).

     3.2  Common Area Maintenance.  In addition to Base Rent, and
commencing  at  the same time as Base Rent commences  under  this
Lease,  and  payable monthly, Tenant shall pay to the Landlord  a
common  area  maintenance  charge, equal  to  Two  Thousand  Nine
Hundred Fifty and No/100 ($2,950.00) per year ($245.83 per month)
(the  "CAM  Charge").  This CAM Charge shall be  subject  to  the
annual adjustment set forth in Section 3.2.1.  Landlord shall use
the  funds to pay the operating expenses of the property of which
the Premises is a part and the following:

          (A) Salaries and wages of all the employees of Landlord
               engaged in the operation, maintenance and security
               of  the  parking  lot located at  770  Debarr  and
               common  areas,  including  taxes,  insurance   and
               benefits relating thereto.

          (B) All  supplies and materials used in the  operation,
               maintenance  and  security  of  the  parking   lot
               located at 770 Debarr and common areas.

          (C) Costs to Landlord (but not to other tenants) of all
               utilities  for  the  parking lot  located  at  770
               Debarr  and  common areas, including the  cost  of
               water, power and lighting.

          (D) Costs of all maintenance and service agreements for
               the  parking lot located at 770 Debarr and  common
               areas and the equipment therein.

          (E) Cost  of all insurance relating to the parking lots
               and  other common areas located in the parking lot
               located at 770 Debarr and common areas.

          (F) Cost of landscaping and sidewalk maintenance in the
               parking  lot  located  at 770  Debarr  and  common
               areas.


     3.2.1 Adjustment of CAM Charge.  At the end of each calendar
year,  beginning  December 31, 2006,  the  CAM  Charge  shall  be
adjusted  by  adding it to the sum determined by multiplying  the
initial  CAM  Charge  by the percentage that the  Consumer  Price
Index  for  the  12th  month of the lease year  then  ending  has
increased  over the Consumer Price Index for the first  month  of
the  lease term.  For the purposes of this Lease, Consumer  Price
Index  shall  mean  the Consumer Price Index,  Dallas-Ft.  Worth,
Texas,  All  Urban  Consumers, all items (base index  year  1982-
84=100),  as  published by the United State Department  of  Labor
Bureau  of  Labor Statistics.  If the Consumer Price Index  shall
become   unavailable,  Landlord  shall  substitute   therefor   a
comparable  index  based upon changes in the cost  of  living  or
purchasing  power  of  the consumer dollar published  by  another
government  agency;  if  no  index shall  be  available,  then  a
comparable  index  published  by a major  financial  institution,
University  or a recognized financial publication.  In  no  event
shall Tenant's CAM Charge increase by more than five percent (5%)
from one calendar year to the next.

     3.3  Net  Rentable Area.  The term "Net Rentable  Area",  as
used  herein,  shall  refer  to the area  calculated  within  the
boundaries  defined by any exterior building walls  bounding  the
Premises  (measured  to the outside surface of  the  outer  glass
walls  and  the  midpoint of outer finished  column  walls),  the
centerline of any common wall separating the Premises from  areas
leased or to be leased to other tenants, and the exterior of  any
walls  separating the Premises from any public corridors or other
common  areas.  Notwithstanding anything in  this  Lease  to  the
contrary,  the Premises it is hereby stipulated for all  purposes
that  the  number  of square feet in the Premises  and  the  "Net
Rentable Area" of the Premises shall be deemed to be 9,218 square
feet,  whether  same would be more or less as a result  of  minor
variations.   Neither the rent payable hereunder  nor  any  other
obligation  of  Tenant shall be reduced, increased  or  otherwise
affected by any determination that the number of square feet,  or
the  amount  of Net Rentable Area contained, in the  Premises  is
other than that stipulated above.

     3.4  Rent.  For the purposes of this Lease, Rent shall  mean
Base  Rent  and all other payments required to be paid by  Tenant
pursuant to this Lease ("Additional Rent").

     3.5  Late  Charges.  If Tenant fails to make any installment
of Rent, or any other sum due Landlord hereunder, within Ten (10)
days  after  Tenant  receives written  notice  from  Landlord  of
Tenant's failure to timely pay, the Landlord may make or assess a
late charge of ten percent (10%) of the amount of each delinquent
payment.   Any  assessment of late charges by Landlord  shall  be
considered for all purposes as Additional Rent under the terms of
this  Lease,  and  shall be added to and payable  with  the  next
maturing  monthly  rental installment following such  assessment.
Assessment by Landlord of a late charge as herein provided  shall
be without prejudice to any remedies provided by law or under the
provisions  hereof.  No assessment, payment or  acceptance  of  a
late charge shall operate as a waiver or estoppel of the right of
Landlord to declare a default hereunder, or to pursue any default
remedies  provided  by this Lease or by law.   Such  late  charge
shall be earned from the day after the due date to the date paid.

                           ARTICLE IV
                        SECURITY DEPOSIT

     4.1 Security Deposit.  Intentionally Deleted.

                            ARTICLE V
                      CONDITION OF PREMISES

     5.1 Intentionally Deleted

     5.2 Landlord's Title.   Landlord has the right to enter into
this  Lease, and the Premises are accepted by Tenant subject  to,
and  Tenant  agrees to abide by, all and singular, the easements,
restrictions,  covenants, reservations, mineral reservations  and
other  matters affecting title to the Premises, provided same  do
not interfere with Tenant's use and occupancy of the Premises and
Tenant's rights under this Lease.

                           ARTICLE VI
             ALTERATIONS, ADDITIONS AND IMPROVEMENTS

     6.1  Improvements by Tenant. Tenant shall not make or  allow
to be made any exterior or structural alterations to the Premises
without  first  having  the  written consent  of  Landlord,  such
consent not to be unreasonably withheld.  At such time as  Tenant
requests such consent of Landlord, Tenant shall submit plans  and
specifications for such alterations or additions, and comply with
any and all reasonable requirements of Landlord.  Tenant may make
interior  non-structural alterations to the Premises  and  Tenant
may  remove  "removable trade fixtures", provided  (1)  any  such
removal  is  made  prior to the termination of  this  Lease;  (2)
Tenant  is  not in default of any of the obligations or covenants
hereunder; (3) such removable trade fixtures were not constructed
with allowances provided by Landlord; and (4) such removal may be
effected  without  damages to the Premises, and  Tenant  promptly
repairs  all  damage caused by such removal at its sole  expense.
All  trade  fixtures, merchandise, equipment and signs  of  every
description which are not removable or not removed in  accordance
with  the  preceding,  and any alterations or  additions  to  the
Premises shall become the property of Landlord, and shall  remain
upon and be surrendered with the Premises as part thereof at  the
termination  of this Lease.  Tenant hereby waives all  rights  to
any  payment or compensation therefor.  Removable trade  fixtures
shall  include  signs,  tables,  chairs,  desks,  wall  brackets,
shelves,  mirrors and business machines (provided  same  are  not
permanently  attached),  but shall not include  ducts,  conduits,
wiring, pipes, paneling, wall covering or floor covering or other
permanently  attached fixtures which cannot  be  removed  without
damage to the Premises.

     6.2 Signs.  Tenant will not place or suffer to be placed  or
maintained  on any exterior door, wall or window of the  Premises
any sign, awning or canopy, or advertising matter, or other thing
of  any  kind,  and  will not place or maintain  any  decoration,
lettering  or  advertising matter on the glass of any  window  or
door  of  the Premises without first obtaining Landlord's written
approval  and  consent.  Tenant further agrees to  maintain  such
sign,  awning, canopy, decoration, lettering, advertising  matter
or other thing as may be approved in good condition and repair at
all  times.  Tenant, upon vacation of the Premises or the removal
or  alteration of its sign, for any reason, shall be  responsible
for  the  repair,  painting and/or replacement  of  the  building
surface where the sign is attached.

                           ARTICLE VII
                     REPAIR AND MAINTENANCE

     7.1  Tenant's Maintenance.  Tenant shall at its  expense  at
all  times  keep the Premises (including maintenance of  exterior
entrances  and  all  windows) and all  plate  glass,  partitions,
doors,  and  trade fixtures, in good order, condition and  repair
(including  repair of damage from burglary or attempted  burglary
of   the  Premises  and  reasonable  periodic  painting.   Tenant
acknowledges  that  Landlord  has  no  obligation  to  repair  or
maintain the Premises, except as otherwise provided for  in  this
Lease.

     7.2  Landlord's  Option to Make Tenant Repairs.   If  Tenant
refuses  or  neglects to repair the Premises within  thirty  (30)
days  after  receipt of Landlord's written demand,  Landlord  may
make  such  repairs without liability to Tenant for any  loss  or
damage that may accrue to Tenant's merchandise, fixtures or other
property,  or  to Tenant's business by reason thereof,  and  upon
completion  thereof, Tenant shall pay Landlord's cost for  making
such  repairs,  plus  twelve percent  (12%)  for  overhead,  upon
presentation of bills therefor, as Additional Rent.

     7.3  Landlord's Maintenance.  Landlord shall at its  expense
at  all  times  keep  the roof, gutters and downspouts,  exterior
walls,  foundations, and structural portions, and  the  plumbing,
electrical  and  heating  and air conditioning  systems,  of  the
Premises and of the building of which the Premises is a part,  as
well  as  the  common areas pertaining thereto, in a good  order,
condition and repair. Landlord shall also, at its expense, at all
times  provide  cooled  air or heat, to the  Premises  so  as  to
maintain  comfortable  air temperature in  the  Premises  at  all
times.

     7.4  Waste and Surrender.  Tenant shall not commit or  allow
any  waste  or  damage  to be committed on  any  portion  of  the
Premises, and upon expiration or sooner termination of  the  term
hereof,  Tenant agrees to deliver up the Premises to Landlord  in
the condition set out above, ordinary wear and tear and damage by
casualty  excepted, and Landlord shall have the right to re-enter
and resume possession of the Premises.

     7.5  Surrender  of Keys.  At the expiration of  the  tenancy
hereby  created, Tenant shall surrender all keys for the Premises
to  Landlord at the place then fixed for the payment of rent, and
shall  inform  Landlord of all combinations on locks,  safes  and
vaults,  if any, in the Premises.  Tenant shall not change  locks
on  the  Premises  without  the  prior  written  consent  of  the
Landlord.

                          ARTICLE VIII
                            UTILITIES

     8.1  Service  Provided.  Landlord agrees to provide  at  its
expense, and at all times, adequate amounts of water, gas, sewer,
electricity  and  landline phone service to the Premises  at  the
places shown on Tenant's Plans (referred to in Exhibit C)  or  as
otherwise  existing at the Premises if not shown on  such  plans,
for the operation of Tenant's business, but Landlord shall not be
liable  to  Tenant  for  any discontinuance  or  interruption  of
service  unless  the negligence or willful acts or  omissions  of
Landlord,  its  agents,  employees  or  contractors  cause   such
discontinuance  or interruption.  Tenant shall  pay  its  prorata
share of charges incurred for the utility services used by Tenant
at  the  building of which the Premises is a part, which  prorata
share  shall  be  54.76% of the water, gas, sewer and  electrical
utility charges for such building. Landlord shall pay monthly the
total  costs  of  all such utilities directly to  the  respective
utility  companies and provide Tenant with a copy of each month's
bill. Tenant shall reimburse Landlord on a monthly basis for  its
prorata  share  of such bill within fifteen (15) days  after  the
date Tenant receives such monthly bill from Landlord.

                           ARTICLE IX
                     INSURANCE AND INDEMNITY

     9.1  Tenant's  Insurance Requirements.  At all times  during
the  term  of  the  lease,  the  following  insurance  shall   be
maintained  with  respect to the Premises and  paid  for  by  the
Tenant:

          (A) Public  Liability Insurance.  Comprehensive  public
               liability   insurance  from  reputable   insurance
               companies  authorized to do business in the  State
               of   Oklahoma   in  the  amount  of  $1,000,000.00
               combined  single limit for personal  injuries  and
               property  damage.  Such policies  shall  name  the
               Landlord   and  Tenant  as  insureds,   as   their
               respective interests may appear.

          (B) Personal  Property  Insurance.   Personal  property
               insurance  covering  loss or  damage  to  Tenant's
               personal property located on the Premises.

          (C) Builder's   Risk   Insurance.     Builder's    risk
               insurance    shall   be   obtained   in    amounts
               satisfactory to Landlord covering any  work  which
               Tenant  may  undertake,  or  have  undertaken   on
               Tenant's  behalf,  with respect to  the  Premises.
               Landlord  shall be shown as loss payees under  the
               policy.

          (D) Certificates   of  Insurance.   The  Tenant   shall
               furnish to the Landlord certificates of insurance,
               and  shall furnish proof of such insurance at  any
               time  such  proof is requested by  Landlord.   All
               insurance   required  herein   shall   contain   a
               provision  requiring  at least  thirty  (30)  days
               prior  written notice to the Landlord  before  any
               cancellation, lapse or material change  in  policy
               or any reduction in coverage.

     9.2  Landlord's  Liability Insurance and Fire  and  Extended
Coverage Insurance.  Landlord shall maintain at its sole cost and
expense  Public Liability Insurance for the common areas and  for
that  portion of the building and property of which the  Premises
is  a  part  which is not being leased to Tenant. Such  insurance
shall  comply  with  the  requirements of Section  9.1(A)  above.
Landlord  also  agrees to maintain at its sole cost  and  expense
fire  and extended coverage insurance covering the Premises,  the
building  and property of which the Premises is a part  including
the  common  areas  and  all improvements therein  and  additions
thereto  (excluding Tenant's personal property), with  the  usual
industry  standard extended coverage endorsements, together  with
endorsements  protecting against loss or  damage  from  malicious
mischief, sprinkler leakage and vandalism, all in amounts of  not
less  than  the  replacement value and with  insurance  companies
authorized to do business in Oklahoma. This insurance shall inure
to  the benefit of Tenant as well as Landlord. Tenant shall  pay,
as  Additional  Rent, its prorata share of the premiums  for  the
fire  and  extended coverage insurance on the Premises,  and  the
building  of which the Premises is a part, obtained by  Landlord.
Tenant's  prorata share of such premiums shall be 54.76%  of  the
costs  of such fire and extended coverage insurance, and monthly,
Tenant  shall pay Landlord the sum of Two Hundred Forty Five  and
83/100  Dollars ($245.83) as an estimate of the premium for  such
insurance.  Within sixty (60) days after the end of each calendar
year,  Landlord  shall reconcile the monthly  insurance  and  tax
payments  (as hereinafter provided) against the actual  insurance
premium  and  tax  assessment due by Tenant for  such  year,  and
notify Tenant if there is a deficiency or a surplus.  If there is
a  deficiency, Tenant shall pay same within thirty (30)  days  of
written notice from Landlord specifying the amount due; if  there
is  a  surplus,  Landlord shall credit the  surplus  against  the
following year's monthly installments of rent and charges due  to
Landlord by Tenant, unless it is the last year of the lease  term
in which case Tenant shall be entitled to a refund.  Tenant shall
not be entitled to interest on the insurance and tax deposits. In
no  event  shall the amounts Tenant owes Landlord  for  insurance
premiums referred to herein and the taxes referred to in  Section
15.1  hereof,  either individually or jointly, increase  by  more
than five percent (5%) from one calendar year to the next.

     9.3 Indemnity.  Tenant agrees to indemnify Landlord and save
Landlord  harmless from and against any and all claims,  actions,
damages,  liability and expense in connection with loss of  life,
personal injury and/or damage to property arising from or out  of
any  occurrence in, upon or at the Premises, or the occupancy  or
use by Tenant of the Premises, or any part thereof, if occasioned
wholly  or  in  part by any act or omission of  Tenant,  Tenant's
agents,    contractors,   employees,   servants,   or    Tenant's
concessionaires.   In  case  Landlord  shall,  without  fault  on
Landlord's  part, be made a party to any litigation commenced  by
or  against  Tenant, then Tenant shall protect and hold  Landlord
harmless,  and  shall  pay  all costs,  expenses  and  reasonable
attorney's  fees incurred or paid by Landlord in connection  with
such litigation.

     Landlord agrees to indemnify Tenant and save Tenant harmless
from  and against any and all claims, actions, damages, liability
and  expense  in  connection with loss of life,  personal  injury
and/or  damage to property arising from or out of any  occurrence
in,  upon or at the common area and portions of the building  and
the  property of which the Premises is a part which is not leased
by  Tenant,  or  if occasioned wholly or in part by  any  act  or
omission  of Landlord, Landlord's agents, contractors,  employees
or  servants.   In case Tenant shall, without fault  on  Tenant's
part,  be made a party to any litigation commenced by or  against
Landlord,  then Landlord shall protect and hold Tenant  harmless,
and  shall pay all costs, expenses and reasonable attorney's fees
incurred or paid by Tenant in connection with such litigation.


     9.4  Waiver  of  Subrogation.  As long as  their  respective
insurers  so  permit, Landlord and Tenant hereby  mutually  waive
their  respective rights of recovery against each other  for  any
loss  insured  by  fire,  extended coverage  and  other  property
insurance  policies existing for the benefit  of  the  respective
parties.  Each party shall apply to their insurers to obtain such
waivers.   Each  party shall obtain any special endorsements,  if
required  by  their  insurer  to  evidence  compliance  with  the
aforementioned waiver.

     9.5  Increase in Insurance Rates.   In the event Tenant uses
the  Premises for purposes other than  as a "general office"  and
such  other use of the Premises causes Landlord's insurance rates
for  the   Premises  to increase, Tenant shall pay  the  increase
within  thirty (30) days after receipt of an itemized  statement.
In  the  event any other occupants of the building in  which  the
Premises   is  located  causes  Landlord's  insurance  rates   to
increase,  such  occupant,  and  not  Tenant,  shall  be   solely
responsible for paying such increase.

                            ARTICLE X
                          CASUALTY LOSS

     10.1  Damage to Premises.  If the Premises shall be  damaged
by  fire,  the elements, unavoidable accident or other  casualty,
but  are  not thereby rendered untenantable in whole or in  part,
Landlord  shall cause such damage to be repaired,  and  the  Rent
shall  not  be  abated.   If by reason of  such  occurrence,  the
Premises  shall  be rendered untenantable only in part,  Landlord
shall,  cause  the damage to be repaired, and the Base  Rent  and
Additional Rent meanwhile shall be abated proportionately  as  to
the  portion  of  the  Premises rendered  untenantable.   If  the
Premises shall be rendered wholly untenantable by reason of  such
occurrence,  the  Landlord  shall,  cause  such  damages  to   be
repaired,  and the Base Rent and Additional Rent meanwhile  shall
abate   until  the  Premises  have  been  restored  and  rendered
tenantable, or Landlord or Tenant may, at such party's  election,
terminate this Lease and the tenancy hereby created by giving  to
the  other, within the sixty (60) days following the date of said
occurrence, written notice of it's election to do so, and in  the
event  of  such termination, Rent shall be adjusted  as  of  such
date.

                           ARTICLE XI
                          SUBORDINATION

     11.1  Subordination  to First Mortgage.  Provided  any  such
mortgagee  recognizes  and  agrees  in  writing  not  to  disturb
Tenant's  rights  under this Lease as long as Tenant  is  not  in
default  beyond any cure period, the Lease created  hereunder  is
subject  and subordinate to any first mortgage which may  now  or
hereafter   encumber  the  Premises  and  to  all  renewals   and
modifications, consolidations, additional advances,  replacements
and  extensions thereof.  This clause shall be self-operative and
no  further instrument of subordination need be required  by  any
mortgagee.   In  confirmation  of  such  subordination,  however,
Tenant  shall,  at  Landlord's  request,  execute  promptly   any
certificate  or  instrument that Landlord may reasonably  require
provided  it is in a form reasonably satisfactory to Tenant.   In
the event of enforcement by the mortgagee under any such mortgage
of  the  remedies  provided for by law or by any  such  mortgage,
Tenant  will, upon the request of any person or party  succeeding
to  the  interest  of Landlord, as a result of such  enforcement,
automatically  become the tenant of such successor  in  interest,
without  change in the terms or other provisions of  this  Lease;
provided, however, that such successor in interest shall  not  be
bound by:  (1) any payment of Rent for more than one (1) month in
advance,  except  prepayments in the nature of security  for  the
performance  by Tenant of Tenant's obligations under this  Lease,
or  (2)  any amendment or modification of this Lease made without
written consent of such mortgagee.  Upon request by any successor
in  interest,  Tenant  shall execute and deliver  any  reasonable
instrument  or  instruments confirming this attornment  no  later
than  the  Commencement  Date and at any time  thereafter  within
thirty (30) days after written request from Tenant, from time  to
time,  and in no event later than the Commencement Date, Landlord
agrees to provide Tenant with a Non-Disturbance and Subordination
Agreement   from  Landlord's  mortgagee  in  a  form   reasonably
acceptable to Tenant.

                           ARTICLE XII
                    ASSIGNMENT OR SUBLETTING

     12.1 Prohibitions.  Assignment of this Lease, in whole or in
part, or subletting all or any part of the Premises is prohibited
without  Landlord's  consent  which  shall  not  be  unreasonably
withheld. Tenant may however, without Landlord's consent,  assign
this  Lease  to an affiliate, subsidiary or acquirer of  Tenant's
assets or capital stock.

     12.2 Landlord's Right to Transfer.  Landlord shall have  the
right  to  transfer and assign, in whole or in  part,  Landlord's
rights  hereunder  and  in the Premises provided  the  transferee
assumes  in writing Landlord's obligations under this Lease.   In
the  event  of  the sale, assignment or transfer by  Landlord  of
Landlord's interest in the Premises, Landlord shall thereupon  be
released  or  discharged from all covenants  and  obligations  of
Landlord,  and Tenant agrees to look solely to such successor  in
interest of Landlord for performance of such obligations provided
such  transferee assumes in writing Landlord's obligations  under
this  Lease.  All covenants and obligations of the Landlord shall
run with the land and be binding upon each new owner or successor
of the Premises during their period of ownership.

                          ARTICLE XIII
                          CONDEMNATION

     13.1  Award of Damages.   Subject to Section 15.4 below,  if
the  whole  or  any part of the Premises shall be taken  for  any
public  or  quasi-public purpose by any lawful power or authority
by  the  exercise of the right of condemnation or eminent domain,
Landlord  shall be entitled to and shall receive all awards  that
may  be  made in any such proceeding for the Premises, and Tenant
hereby assigns and transfers to Landlord any and all such awards.

     13.2  Taking of All of Premises.  If such proceedings  shall
result  in  taking  of  the  whole or substantially  all  of  the
Premises,  this  Lease  shall terminate from  the  date  of  such
taking, and all Rent and other sums or charges provided herein to
be  paid  by Tenant shall be apportioned and paid to the date  of
such taking.

     13.3  Taking  of Less Than All of Premises.   If  less  than
substantially all of the Premises shall be taken, Landlord  shall
repair  the  remaining portion of the Premises so as  to  restore
same as a building complete in itself, but Landlord shall not  be
obligated to expend thereon more than the sum allowed to Landlord
in  such condemnation proceeding for damage to the Premises, less
expenses    incurred   by   Landlord   for    such    proceeding.
Notwithstanding the foregoing, if the expense of such restoration
would  be greater than the sum allowed Landlord, less expense  in
the condemnation proceeding, then Landlord shall have the option,
for  a  period  of  thirty (30) days after such partial  payment,
within which to terminate this Lease.  If less than substantially
all  of  the  Premises shall be taken in such  proceedings,  this
Lease  shall terminate only as to the portion of the Premises  so
taken, and this Lease shall continue for the balance of its  term
as  to  the  part of the Premises remaining.  In the event  of  a
partial  taking,  the Base Rent to be paid by Tenant  after  such
taking shall be reduced pro rata in proportion to which the space
so  taken  bears  to the entire space in the Premises  originally
demised. Notwithstanding anything herein to the contrary  in  the
event  any of the Premises or the parking referred to in  Section
1.1 is taken, Tenant at its option may terminate this Lease.

     13.4 Tenant's Damages.  Although all damages in the event of
any  condemnation are to belong to Landlord, whether such damages
are  awarded  as  compensation for diminution  in  value  of  the
leasehold  or to the fee of the Premises, Tenant shall  have  the
right to claim and recover from the condemning authority, but not
from Landlord, such compensation as may be separately awarded  or
recoverable by Tenant in Tenant's own right on account of any and
all  damages  to Tenant's business by reason of the  condemnation
and  for or on account of any cost or loss to which Tenant  might
be  put  in  removing Tenant's merchandise, furniture,  fixtures,
leasehold improvements and equipment.

                           ARTICLE XIV
                      ACCESS AND EASEMENTS

     14.1  Access.  Landlord or Landlord's agents shall have  the
right  upon reasonable advance written notice to Tenant, to enter
the Premises at reasonable times to examine the same, and to show
them to prospective purchasers or tenants of the Premises, and to
make  such  repairs, alterations, improvements  or  additions  as
Landlord  may deem necessary or desirable, and Landlord shall  be
allowed to take all material into and upon the Premises that  may
be  required therefor, without the same constituting an  eviction
of  Tenant in whole or in part, and the Rent reserved shall in no
way  abate  while  said  repairs,  alterations,  improvements  or
additions  are  being made, by reason of loss or interruption  of
business of Tenant, or otherwise provided however, in such  event
Landlord  shall  use  its best efforts not to interrupt  Tenant's
business  operations.  During the thirty (30) days prior  to  the
expiration  of the term of this Lease, Landlord may  exhibit  the
Premises to prospective tenants or purchasers, and place upon the
Premises  the  usual  notices "For Lease" or  "For  Sale",  which
notices   Tenant   shall   permit  to  remain   thereon   without
molestation.   Such  signs shall not obstruct windows  or  window
displays.  Nothing herein contained, however, shall be deemed  or
construed  to impose upon Landlord any obligation, responsibility
or  liability whatsoever, for the care, maintenance or repair  of
the  Premises,  or  any part thereof, except as otherwise  herein
specifically provided however, in such event Landlord  shall  use
its best efforts not to interrupt Tenant's business operations.

     14.2  Structural Repairs.  If an excavation or  construction
shall  be  made upon land adjacent to the Premises, or  shall  be
authorized  to  be made, Tenant grants to the person  causing  or
authorized  to cause such excavation or construction, license  to
enter  upon  the Premises for the purpose of doing such  work  as
Landlord  shall  deem  necessary to  preserve  the  wall  or  the
building of which the Premises form a part from injury or damage,
and  to support the same by proper foundations, without any claim
for damages or indemnification against Landlord.

                           ARTICLE XV
              PROPERTY TAXES AND TENANT'S PROPERTY

     15.1  Ad  Valorem Taxes.   Tenant shall pay,  as  Additional
Rent,  its  prorata  share, all real estate  taxes,  and  special
assessments  levied upon the Premises and building of  which  the
Premises  is  a part. Tenant's prorata share shall be  54.76%  of
such taxes levied, by any state, city, school district or federal
government authority.  Monthly, Tenant shall pay Landlord sum  of
Three  Hundred  Forty  Five and 68/100 Dollars  ($345.68)  as  an
estimate  of  Tenant's prorata share of such  ad  valorem  taxes.
Annually,  the Landlord shall reconcile the tax payments  in  the
manner  provided in Section 9.2.  All other taxes or  assessments
imposed  directly on Tenant (i.e. for Tenant's personal property)
will  be  paid by Tenant directly to the taxing authority  on  or
before their due dates.

     15.2  Tenant's  Personal Property Taxes.   Tenant  shall  be
responsible  for and shall pay before delinquency all  municipal,
county  or  state taxes assessed during the term  of  this  Lease
against any leasehold interest or personal property of any  kind,
owned by or placed in, upon or about the Premises by the Tenant.

     15.3 Responsibility of Landlord.  Unless resulting from  the
negligence  or  willful  acts  or  omissions  of  Landlord,   its
employees,  agents or contractors, Landlord shall not  be  liable
for  any damage to property of Tenant or of others located on the
Premises, nor for the loss of or damage to any property of Tenant
or  of  others by theft or otherwise.  Unless resulting from  the
negligence  or  willful  acts  or  omissions  of  Landlord,   its
employees,  agents or contractors, Landlord shall not  be  liable
for  any  injury or damage to persons or property resulting  from
fire, explosion, falling plaster, steam, gas, electricity, water,
rain or snow, or leaks from any part of the Premises, or from the
pipes, appliances or plumbing works, or from the roof, street  or
sub-surface, or from any other place, or by dampness, or  by  any
other  cause  of  whatsoever nature.  Unless resulting  from  the
negligence  or  willful  acts  or  omissions  of  Landlord,   its
employees,  agents or contractors, Landlord shall not  be  liable
for  any  such  damage caused by other tenants  of  Landlord,  or
occupants  of  adjacent property, or the  public,  or  caused  by
operations in construction of any private, public or quasi-public
work.   All  property of Tenant kept or stored  on  the  Premises
shall be so kept or stored at the risk of Tenant only, and Tenant
shall  hold  Landlord  harmless from any claims  arising  out  of
damage  to  the  same, including subrogation claims  by  Tenant's
insurance  carrier, unless such damage shall  be  caused  by  the
willful  acts  or  omissions  or  negligence  of  Landlord,   its
employees, agents or contractors.

                           ARTICLE XVI
                         USE OF PREMISES

     16.1  Tenant's  Usage.  The Premises  are  to  be  used  and
occupied  by Tenant solely for general office use, or such  other
use  that  Landlord,  in  its  sole discretion,  may  approve  in
writing.   Tenant shall not occupy or use, or permit any  portion
of  the  Premises  to  be occupied or used for  any  business  or
purpose  which, in Landlord's opinion, is unlawful,  disreputable
or  deemed  to be extra hazardous on account of fire,  or  permit
anything to be done which would in any way increase the  rate  of
fire insurance coverage on the Premises and/or its contents.

     16.2  Floor  Load.  Tenant will not place a  load  upon  any
floor  of  the Premises exceeding the floor load per square  foot
which such floor was designed to carry.

     16.3   Compliance  with  Laws,  Covenants  and  Regulations.
Tenant  at  its expense shall at all times comply with all  laws,
ordinances,   orders,  rules  and  regulations  of   governmental
agencies having jurisdiction of the Premises which pertain to the
specific operation of Tenant's business at the Premises. Landlord
at  its  expense  shall  at  all  times  comply  with  all  laws,
ordinances,   orders,  rules  and  regulations  of   governmental
agencies  having  jurisdiction of the Premises, the  building  of
which  the  Premises  is a part and the common  areas  pertaining
thereto,  including,  without  limitation,  the  American's  with
Disabilities Act and of all restrictive covenants relating to the
use,  condition or occupancy of the Premises.  In the event  such
laws  or restrictions mandate alterations to the interior of  the
Premises,  Landlord agrees to promptly make such  alterations  at
its sole cost and expense.  The rules and regulations appended to
this Lease as Exhibit B are hereby made a part of this Lease, and
Tenant  agrees  to  comply with and observe the  same.   Tenant's
failure  to  keep  and observe said rules and  regulations  shall
constitute a breach of the terms of this Lease in the  manner  as
if  the  same  were  contained  herein  as  covenants.   Landlord
reserves  the right from time to time to promulgate or  amend  or
supplement  said  rules  and  regulations,  and  to   adopt   and
promulgate  additional rules and regulations  applicable  to  the
Premises  provided  same  are reasonably and  non-discriminatory.
Notice  of  such additional rules and regulations, and amendments
and  supplements,  if any, shall be given to Tenant,  and  Tenant
agrees  thereupon to comply with and observe all such  rules  and
regulations,  and  amendments  thereto  and  supplements  thereof
provided same are reasonably and non-discriminatory.

     16.4  Nuisance.  Neither Landlord, nor Tenant, nor any other
occupant of the building of which the Premises are a part,  shall
perform  any acts or carry on any practices which may injure  the
Premises or be a nuisance or menace to others. Landlord shall  be
responsible  for  the breach of this covenant by Landlord  and/or
the  occupants, other than Tenant, of the building of  which  the
Premises are a part.

     16.5  Hazardous Substances.  During the term of this  Lease,
Tenant  shall  not use or allow the Premises to be used  for  the
Release,  storage, use, treatment, disposal or other handling  of
any  Hazardous Substance, without the prior consent of  Landlord.
The term "Release" shall have the same meaning as is ascribed  to
it  in the Comprehensive Environmental Response, Compensation and
Liability  Act,  42 U.S.C. 9601, et seq., as amended  ("CERCLA").
The term "Hazardous Substance" means (i) any substance defined as
a  "hazardous substance" under CERCLA, (ii) petroleum,  petroleum
products,  natural  gas, natural gas liquids,  liquefied  natural
gas, and synthetic gas, and (iii) any other substance of material
deemed  to  be hazardous, dangerous, toxic, or a pollutant  under
any federal, state or local law, code, ordinance or regulation.

     During the term of this Lease Tenant shall:  (a) give  prior
notice  to  Landlord of any activity or operation to be conducted
by  Tenant  at  the  Premises which involves  the  Release,  use,
handling,  generation,  treatment, storage  or  disposal  of  any
Hazardous  Substance  ("Tenant's Hazardous Substance  Activity"),
(b) at its expense comply with all federal, state and local laws,
codes,  ordinances, regulations, permits and licensing conditions
governing  the  use,  storage, Release,  discharge,  emission  or
disposal  of  any Hazardous Substances, (c) at its  own  expense,
promptly   contain  and  remediate  any  Release   of   Hazardous
Substances   arising  from  or  related  to  Tenant's   Hazardous
Substance  Activity  in  the Premises,  or  the  environment  and
remediate  and pay for any resultant damage to property,  persons
or  environment,  (d)  give prompt notice  to  Landlord  and  all
appropriate  regulatory  authorities  of  any  Release   of   any
Hazardous  Substances in the Premises or the environment  arising
from or related to Tenant's Hazardous Substance Activities, which
Release is not made pursuant to and in conformance with the terms
of  any permit or license duly issued by appropriate governmental
authorities, and such notice to include a description of measures
taken  or proposed to be taken by Tenant to contain and remediate
the Release and any resultant damage to property, persons, or the
environment, (e) in the event of a Release by Tenant,  retain  an
independent  engineer  or other qualified  consultant  or  expert
acceptable to Landlord, to conduct an environmental audit of  the
Premises and immediate surrounding areas, with the scope of  work
to  be  performed by such engineer, consultant or  expert  to  be
approved  in  advance  by Landlord, and all  of  the  engineer's,
consultant's or expert's work product shall be made available  to
Landlord; provided that the cost of such audit shall be  paid  by
Tenant;  (f)  at  Landlord's request from time to  time,  execute
affidavits, representations and the like concerning Tenant's best
knowledge   and  belief  regarding  the  presence  of   Hazardous
Substances  in  the  Premises, (g) reimburse  to  Landlord,  upon
demand,  the  reasonable cost of any testing for the  purpose  of
ascertaining   if  there  has  been  any  Release  of   Hazardous
Substances  in the Premises, if such testing is required  by  any
governmental  agency and (h) upon expiration  or  termination  of
this  lease,  surrender the Premises to Landlord  free  from  the
presence  and  contamination of any Hazardous  Substance,  unless
such Hazardous Substance was not introduced into the Premises  by
Tenant,  its  employees, agents or contractors in which  case  it
shall be Landlord's responsibility .

     Landlord recognizes and agrees that Landlord is responsible
for any and all Hazardous Materials located at the Premises, or
in or about the building and property of which the Premises are a
part, which was in existence prior to the commencement of the
term of this Lease.

                          ARTICLE XVII
                       PEACEFUL ENJOYMENT

          17.1  Covenant  of  Landlord.  Tenant  shall,  and  may
peacefully  have,  hold and enjoy the Premises,  subject  to  the
other  terms  hereof, providing Tenant pays  the  rentals  herein
recited  and  performs Tenant's covenants and  agreements  herein
contained.  Landlord shall comply with the terms of all mortgages
placed  by Landlord on the Premises and the lease by Landlord  of
the   Premises.   Tenant's  quiet  enjoyment  shall  be  subject,
however,  to  the  terms  of this Lease, and  to  all  easements,
restrictions  of record and governmental laws and  ordinances  in
existence as of two (2) days prior to the Commencement Date.   It
is  understood  and agreed that this covenant  and  any  and  all
covenants of Landlord contained in this Lease shall be binding on
Landlord  and Landlord's successors only with respect to breaches
occurring during Landlord's and Landlord's successors' respective
ownerships of Landlord's interest hereunder.

                          ARTICLE XVIII
                      DEFAULT AND REMEDIES

     18.1  Tenant's Default.  Any of the following, if not  cured
by  Tenant within ten (10) days after written notice to Tenant of
their occurrence [except that Tenant shall have thirty (30)  days
after  written notice of occurrence (or such additional  time  as
may be necessary under the circumstances) for items (B)(C)(D) and
(E)], shall constitute events of default on the part of Tenant:

          (A) Failure  of  Tenant to pay Base Rent and Additional
               Rent, or any other rent or other payment when due;

          (B) Failure  of  Tenant to comply with any covenant  or
               obligation of Tenant hereunder;

          (C) Abandonment or vacation of the Premises by Tenant;

          (D) The  filing of a voluntary or involuntary  petition
               in   bankruptcy  by  or  against  Tenant,  or  any
               guarantor  hereof,  under the National  Bankruptcy
               Act,  or should Tenant, or any guarantor, make  an
               assignment for the benefit of their creditors,  or
               should  a  trustee,  receiver  or  liquidator   of
               Tenant,  or  any guarantor hereof, of Tenant's  or
               any guarantor's property hereof, be appointed,  or
               should  any  governmental authority institute  any
               proceeding for the dissolution of Tenant,  or  any
               guarantor  hereof,  or  should  Tenant's  interest
               hereunder pass by operation of law or otherwise;

          (E) Failure   to   provide  estoppel  certificates   as
               requested by Landlord.

     18.2 Remedies.  In addition to any other rights and remedies
provided in this Lease or by applicable law or equity, including,
without  limitation, the right to obtain specific performance  of
Tenant's covenants, on the occurrence of any event of default and
after  expiration  of  any cure period, Landlord  will  have  the
following  remedies,  all of which may be exercised  without  any
further notice or demand on Tenant.


          (A) Past  Due  Rent.  Landlord may collect from  Tenant
               all  past due Rent, including interest thereon  at
               twelve  percent (12%) per annum and late  charges,
               and   all  other  reasonable  damages  caused   by
               Tenant's default.

          (B) Termination.  Landlord may terminate this Lease, in
               which event Tenant will immediately surrender  the
               Premises  to Landlord, but if Tenant fails  to  do
               so,  Landlord  may,  without  notice  and  without
               prejudice to any other remedy Landlord might have,
               enter  and  take  possession of the  Premises  and
               remove  Tenant, anyone claiming under Tenant,  and
               any  property therefrom without being  subject  to
               any  claim for damages therefor.  Tenant shall  be
               obligated  to pay to Landlord all costs reasonably
               incurred by Landlord in any such action, including
               the  costs  of taking possession of and  repairing
               any   damage  to  the  Premises,  and  all   other
               reasonable  damages  caused by  Tenant's  default.
               After  default, this Lease may be terminated  only
               by  written  notice from Landlord,  and  no  other
               action or inaction by Landlord after default shall
               constitute a termination of this Lease.

          (C) Reletting.   If  Landlord does not  terminate  this
               Lease,  then Landlord may, at its option,  reenter
               and   remove  any  persons  or  property  therein,
               forcibly  if  necessary, without being  guilty  of
               trespass  and  without  the  same  constituting  a
               termination  of  this Lease,  and  may  relet  the
               Premises  or any part thereof for the  benefit  of
               Landlord, in which event Tenant shall pay Landlord
               all  reasonable  costs  incurred  by  Landlord  in
               taking  such action including, without limitation,
               the  costs  of taking possession of and  repairing
               the Premises, the reasonable cost of preparing the
               same  for  reletting, attorneys'  fees,  brokerage
               commissions,  and  all  other  damages  caused  by
               Tenant's  default.  Tenant shall remain  obligated
               to  Landlord for the difference between  any  Rent
               received   by  Landlord  as  a  result   of   such
               difference  between any Rent received by  Landlord
               as  a  result of such reletting and the  Rent  and
               other   sums   for  which  Tenant   is   obligated
               hereunder.   In  the  event  any  such   reletting
               results  in payment of Rent thereunder to Landlord
               in   excess  of  the  Rent  for  which  Tenant  is
               obligated hereunder, Landlord shall be entitled to
               retain   such  excess.  Landlord  agrees  to   use
               reasonable efforts to mitigate its damages in  the
               event of a default by Tenant.

          (D) No  Reletting.  If Landlord elects not to terminate
               this  Lease,  Tenant  shall  remain  obligated  to
               Landlord  for  all Rent and other sums  for  which
               Tenant is obligated hereunder for the remainder of
               the  Lease  term,  together with all  compensatory
               damages caused by Tenant's default.


          (E) Landlord's Option to Perform.  Landlord may perform
               or   cause   to   be  performed  the   unperformed
               obligations  of Tenant under this  Lease  and  may
               enter  the Premises at reasonable times  and  upon
               reasonable  notice  to Tenant to  accomplish  such
               purpose  without being subject to  any  claim  for
               damages therefor.  Landlord shall also be entitled
               to  seek specific performance or injunctive relief
               (prohibitive   or  mandatory)  with   respect   to
               Tenant's obligations hereunder.  Tenant agrees  to
               reimburse  Landlord on demand for  any  reasonable
               expense  which Landlord might incur  in  effecting
               compliance  with this Lease on behalf  of  Tenant,
               and  Tenant further agrees that Landlord will  not
               be liable for any damages resulting to Tenant from
               such  action,  excluding  any  damages  caused  by
               Landlord's   negligence  or  willful   misconduct.
               Landlord  may  exercise the  remedies  under  this
               section  if Tenant has defaulted under this  Lease
               but  the  same  is  not yet become  an  "event  of
               default"  as  defined above if  Landlord  in  good
               faith reasonably believes that irreparable loss or
               harm  to  the  Premises, or damage  or  injury  to
               property  or  persons, might occur  prior  to  the
               default  becoming an event of default  as  defined
               above.

     18.3  Landlord's Default.  If Landlord fails to perform  any
of  Landlord's  covenants hereunder, Landlord  shall  not  be  in
default  unless:   (1)  Tenant  gives  Landlord  written   notice
thereof, setting forth in reasonable detail the nature and extent
of  such  failure, and (2) such failure by Landlord is not  cured
within  thirty (30) days following the delivery of  such  notice.
If  such  failure cannot be reasonably cured within  thirty  (30)
days,  the length of such period shall be extended for  a  period
reasonably  required therefor if Landlord commences  curing  such
failure  within  the  thirty (30) day period  and  continues  the
curing  thereof with reasonable diligence and continuity.  Tenant
shall  have any and all remedies afforded an aggrieved tenant  at
law  or  in  equity  in the event of a default by  Landlord  plus
Tenant  shall have the right of self-help, rent abatement,  lease
termination  and suing Landlord for damages and/or an  injunction
in the event of a default by Landlord.

                           ARTICLE XIX
                    MISCELLANEOUS PROVISIONS

     19.1  Amendment.  This Lease may not be altered, changed  or
amended,  except by instrument in writing, signed by all  parties
hereto.

     19.2  Lease  Year Defined.  The term "lease  year"  as  used
herein  shall  mean  a  period of twelve  (12)  consecutive  full
calendar  months.   The  first lease  year  shall  begin  on  the
Commencement  Date  hereof.   Each succeeding  lease  year  shall
commence upon the anniversary date of the first lease year.

     19.3 Non-Waiver.  Failure of Landlord to declare any default
immediately upon the occurrence thereof, or delay in  taking  any
action  in  connection therewith, or acceptance of  rental  after
same  is  due,  shall not waive such default, but Landlord  shall
have  the right to declare any such default at any time,  and  to
take such action as may be lawful or authorized hereunder, either
at law or in equity.

     19.4  Force Majeure.   Neither Landlord nor Tenant shall  be
required to perform any term, condition or covenant in this Lease
so  long  as  such performance is delayed or prevented  by  force
majeure,  which  shall  mean acts of  God,  strikes,  lock  outs,
material  or  labor  shortages,  or  restrictions  by  government
authorities and other causes which are not reasonably within  the
control  of  either Landlord or Tenant, and which, wholly  or  in
part,  such party, using reasonable efforts, is unable to prevent
or overcome; provided, however, this provision shall not apply to
Tenant's obligation to pay Rent.

     19.5  Interpretation.   As  used herein,  the  masculine  or
neuter  genders  shall  be  deemed to  include  all  genders  and
singular,  the  plural,  and vice versa, except  where  any  such
construction  would  be  unreasonable.   This  Lease   shall   be
construed under and in accordance with the laws of the  State  of
Oklahoma,  and  all  obligations of  the  parties  hereunder  are
performable   in  Cleveland  County,  Oklahoma.   The   paragraph
headings are inserted for convenience only, and shall not in  any
way  vary the provisions they identify.  If any provision of this
Lease  or  any application thereof shall be invalid,  illegal  or
unenforceable   in  any  respect,  the  validity,   legality   or
enforceability  of  the  remaining provisions  hereof  and  other
applications  thereof,  shall not  in  any  way  be  affected  or
impaired thereby.

     19.6    Covenants.    All   agreements,   obligations    and
undertakings  of  the parties shall be deemed  to  be  covenants,
whether or not so denominated.

     19.7 Protection From Liens.   Tenant shall keep the Premises
at  all times during the term hereof free of Mechanic's Liens and
Materialman's  Liens and other liens of like  nature  other  than
liens  created or claimed by reason of any work done by  Landlord
or  its  agents, and Tenant shall at all times fully protect  and
indemnify  Landlord against all such liens or  claims  which  may
ripen  into liens and against all attorney's fees and other costs
and  expenses  growing out of or incurred  by  reason  of  or  on
account  of  any  such claim or lien based on work  performed  by
Tenant, or Tenant's agents or contractors.

     19.8  Notices.   Except  as  may be  otherwise  specifically
provided  herein,  all  notices required or  permitted  hereunder
shall  be  in  writing, and shall be deemed to be delivered  when
delivered  personally, or when deposited with the  United  States
Postal  Service,  postage prepaid, registered or certified  mail,
return receipt requested or when given to a nationally recognized
overnight  delivery  service (such as Fed  Ex,  DHL,  etc.)  with
delivery  fee  prepaid for next day delivery,  addressed  to  the
parties  at the respective addresses set forth hereunder,  or  at
such  other  address  as may have been theretofore  specified  by
written notice delivered in accordance herewith.

          Landlord: H.D Investments, L.L.C.
                    c/o Hal Smith Restaurant Group
                    1800 N. Interstate Drive, No. 200
                    Norman, Oklahoma 73072
                    Attn: David Brauckmann
                    Fax #:

          Tenant:   Harold's Stores, Inc.
                    765 Asp
                    Norman, OK 73069
                    Attn: Jodi Taylor, CFO
                    Fax #: 405-366-2538

     With a copy to:     Harold's Stores, Inc.
                    3290 Northside Parkway
                    Suite 250
                    Atlanta, Georgia 30327
                    Attn: Jackie Wammock
                    Fax #: 678-553-4001


     19.9  Limitation  of  Landlord  Liability.   Any  provisions
hereof to the contrary notwithstanding, Tenant hereby agrees that
no  personal  or  corporate liability of any  kind  or  character
whatsoever  now  attaches  or at any time  hereafter,  under  any
condition,  shall attach to Landlord for payment of  any  amounts
payable  under  this  Lease,  or  for  the  performance  of   any
obligations hereunder.  The exclusive remedies of Tenant for  the
failure of Landlord to perform any of its obligations under  this
Lease shall be to proceed against the interest of Landlord in and
to  the Premises and the building and property of which it  is  a
part.

     19.10  Attorney's Fees.  In the event either party  defaults
in  the performance of any of the terms, covenants, agreements or
conditions contained in this Lease and the other party places the
enforcement of this Lease, or any part thereof, or the collection
of  any  Rent due, or which may become due hereunder, or recovery
of  the  possession of the Premises, in the hands of an attorney,
or  files  suit  upon same, the prevailing party in  such  matter
agrees to pay to the other a reasonable attorney's fee.

     19.11  Holding Over.  In the event of holding over by Tenant
after  the  expiration or termination of this Lease  without  the
express written consent of Landlord, the Base Rent shall  be  one
and  one  quarter (1.25) times the Base Rent set  forth  in  this
Lease  for the entire holdover period.  No holding over by Tenant
after  the term of this Lease shall operate to extend this Lease;
and  in the event of any unauthorized holding over, Tenant  shall
indemnify Landlord from and against all claims for damages by any
other  tenant to whom Landlord may have leased all or any portion
of  the  Premises, effective upon the termination of this  Lease.
Any  holding  over with the consent of Landlord in writing  shall
thereafter constitute this Lease a lease from month to month.

     19.12  Entire  Agreement.  This instrument  constitutes  the
entire agreement of the parties.  It supersedes any and all other
agreements,  either  oral  or  in writing,  between  the  parties
hereto.    Each  party  to  this  Lease  acknowledges   that   no
representations,  inducements, promises or  agreements,  oral  or
otherwise, have been made by any party or anyone acting on behalf
of  any  party, which are not embodied herein, and that no  other
agreement, statement or promise not contained in this Lease shall
be  valid or binding.  This Lease may not be modified or  amended
by oral agreement, but only by an agreement in writing, signed by
the parties hereto.

     19.13  Recording.  Upon the request of either, Landlord  and
Tenant  shall  sign a memorandum of lease in form  and  substance
satisfactory to both Landlord and Tenant, and such memorandum may
be filed in the real estate records of Oklahoma. Upon termination
of  this  Lease for any reason, Tenant shall execute a notice  of
termination  and  release  and waiver  of  any  interest  in  the
Premises  in  form  and  substance  reasonably  satisfactory   to
Landlord  and  Tenant immediately upon the request  of  Landlord.
This Lease shall not be recorded by either Landlord or Tenant.

     19.14  Indemnity.   Tenant shall indemnify Landlord  against
all  liabilities, expenses and losses incurred by Landlord  as  a
result  of:   (1)  failure  by Tenant  to  perform  any  covenant
required  hereunder;  (2) any accident, injury  or  damage  which
shall happen in or about the Premises; (3) failure to comply with
any  requirement  of  any  governmental authority;  and  (4)  any
mechanic's lien or security agreement filed against the Premises,
any  equipment therein, or any materials used in the construction
or  alteration of the Premises.  Landlord shall not be liable for
injury  or  damage  to any person or property  occurring  on  the
Premises  unless  caused by or resulting from the  negligence  of
Landlord.

        Landlord  shall indemnify Tenant against all liabilities,
expenses  and  losses incurred by Tenant as  a  result  of:   (1)
failure  by  Landlord to perform any covenant required hereunder;
(2) any accident, injury or damage which shall happen in or about
that  portion  of the building or property outside the  Premises;
(3)  failure  to comply with any requirement of any  governmental
authority;  and  (4)  any mechanic's lien or security  agreement,
resulting from Landlord's work, filed against the Premises and/or
the building and/or property of which the Premises is a part, any
equipment  therein, or any materials used in the construction  or
alteration  of  the  Premises.  Tenant shall not  be  liable  for
injury or damage to any person or property occurring outside  the
Premises  and  in the building or on the property  of  which  the
Premises  is  a  part,  unless caused by or  resulting  from  the
negligence of Tenant.


     19.15 Binding Effect.  This Lease shall be binding upon  and
inure  to  the  benefit of the parties hereto,  their  respective
successor, permitted assigns, heirs and legal representatives, as
the case may be.

     19.16  Confidentiality  The information  contained  in  this
proposal  shall  be  considered confidential.  The  Parties  will
maintain all confidential information in confidence and will  not
disclose  such  information to any other  party  without  written
consent. Confidential Information may be released to the parties'
employees,  partners,  consultants,  and  lenders  who   have   a
reasonable need for such Confidential Information, provided  that
such individuals agree to maintain the confidential nature of the
information.

     19.17   Counterparts.   This  Lease  may  be   executed   in
counterparts,  and  each  of  such  counterparts  shall  for  all
purposes be deemed to be an original.

     19.18 Agreement for Purchase and Sale of Real Property
Landlord and Tenant recognize and agree that Tenant, as Seller,
and Landlord as Purchaser are parties to that certain Agreement
for Purchase and Sale of Real Property dated _______, 2005 (the
"Purchase Agreement") in which Tenant is selling to Landlord the
Premises and the building and property of which the Premises is a
part.  This Lease is expressly contingent on the closing of the
transaction contemplated by such Purchase Agreement, and in the
event such closing does not take place, this Lease shall be null
and void and of no force and effect.  This Lease may be assigned
by Landlord in connection with any assignment of Landlord's
rights under the Purchase Agreement.

     19.19 Addenda and Exhibits.  The following are attached
hereto and made a part hereof:
               Addendum to Lease

               Exhibit A - Rules and Regulations

               Exhibit B - 770 Debarr Parking Lot

               Exhibit C - Landlord's Work


19.20 Contingency.  This Lease is contingent upon the following
conditions:

          Closing of the transaction contemplated in the Purchase
Agreement described in Section
          19.18 of the Lease

19.21 Landlord's Work.  Landlord's work shall be as described in
Exhibit "C".

19.22 Early Termination.  Tenant shall have the right to
terminate this Lease at any time after the initial twenty four
(24) month term of this Lease by giving Landlord at least six (6)
months advance written notice thereof.

19.23 Generator.  Landlord recognizes and agrees (i) that Tenant
owns a generator which supplies back-up power to the Premises and
the building of which the Premises is a part (ii) that such
generator is located on property owned by a third party in close
proximity to the Premises (iii) that Landlord shall have no
rights to such generator and (iv) that Tenant at any time may
disconnect, remove and/or dispose of such generator as Tenant may
see fit.


                           ARTICLE XX
                           DISCLOSURE

Equity Realty, Inc. is acting as a transaction broker in this
transaction.  No other broker is involved in this transaction
except as noted below:

BROKER:  None Oklahoma Real Estate License Number:
__________Company:___________________

Sale, lease and other transactions can have local, state and
federal tax consequences for the seller/lessor and/or buyer/lessee.
Consult your tax or legal advisor.  Real estate brokers are not
qualified to give legal or tax advice or to determine whether any
person is properly qualified to provide legal or tax advice.

EXECUTED as of the day and year first above written.

"LANDLORD"                         H.D. Investments
                           By:

                                   David Brauckmann
                                   Its: Manager

Landlord's Address: 1800 North Interstate Dr
                                   Norman, Oklahoma 73072

"TENANT"                           Harold's Stores, Inc

                           By:
                                   Name: Jodi Taylor
                                     Title:     Chief   Financial
Officer

            Tenant's  Address:     765 Asp
                                   Norman, OK 73069


                            EXHIBIT A

                      RULES AND REGULATIONS

Tenant shall, at all times during the term of the Lease:

1.   Use,  maintain  and occupy the Premises in a careful,  safe,
     proper  and  lawful  manner,  keep  the  Premises  and   its
     appurtenances in a clean and safe condition.

2.   Keep  all  glass  in the doors and windows of  the  Premises
     clean and in good repair.

3.   Keep   the   Premises  in  a  clean,  orderly  and  sanitary
     condition, free of insects, rodents, vermin and other pests.

4.   Not  permit  undue accumulations of garbage, trash,  rubbish
     and  other  refuse  in  the Premises, and  place  refuse  in
     designated containers outside Premises.

5.   Not  use  the  plumbing facilities in the Premises  for  any
     purpose other than that for which they were constructed,  or
     dispose of any foreign substances therein.



















                            EXHIBIT B


                            EXHIBIT C

                         Landlord's Work


     Landlord shall at its sole cost and expense relocate Tenant
to, and remodel, the ground floor (Premises) of the building in
which the Premises are located and which Tenant currently
occupies and construct, in a good and workmanlike manner, all
improvements shown on Tenant's Plans (as hereinafter defined) at
Landlord's sole cost and expense. Tenant at its sole cost and
expense shall provide plans and specifications ("Tenant's Plans")
for Landlord's Work within ten (10) days of Tenant's execution of
this Lease. Landlord's Work shall include, but not be limited to,
creating a common entrance, or at Tenant's option providing two
separate and segregated entrances and separating the first and
second floor offices. Upon Landlord's approval of Tenant's Plans,
which approval shall not be unreasonably withheld, Landlord shall
commence construction of the remodel of the Premises and
diligently pursue same to completion. The final approved plans
prepared by The McKinney Partnership Architects are titled
"Harold's Corporate Offices Remodel" and are the 9/19/05 Permit
Set, and are incorporated and made part of this lease and
attached as Exhibit D.  In no event shall such completion be
later than thirty (60) days after the Commencement Date unless
the cause of such later completion is Tenant's failure to provide
Tenant's Plans within the time specified above, in which event
the completion date shall be extended by the period by which
Tenant exceeded the time for providing Tenant's Plans. Tenant
shall be entitled to continue to conduct its normal business
operations during Landlord's Work and may continue to occupy and
operate in the upper floor of the building of which the Premises
is a part at no additional rent or cost, other than that already
set forth in this Lease until such time as Landlord has completed
Landlord's Work and the Premises are ready for Tenant's
occupancy. Landlord agrees that contractor will be performing all
work after business hours and Tenant agrees to provide contractor
needed building access.  Landlord shall give Tenant written
notice of the date that the Landlord's Work will be completed and
Tenant can move into the Premises, such notice to be given at
least fourteen (14) business days prior to such date.
</TEXT>
</DOCUMENT>
