COST PLUS INC/CA/
LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>2
<FILENAME>dex1019.txt
<DESCRIPTION>LEASE AGREEMENT
<TEXT>

<PAGE>

                                                                   Exhibit 10.19

                          INDUSTRIAL REAL ESTATE LEASE


        ARTICLE ONE: BASIC TERMS

        This Article One contains the Basic Terms of this Lease between the
Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the
Lease referred to in this Article One explain and define the Basic Terms and are
to be read in conjunction with the Basic Terms.

        Section 1.0l. Date of Lease: February 12, 2001.

        Section 1.02. Landlord: GEM 460 Associates I, L.L.C.
                      Address of Landlord: c/o Ellis Gibson Development Group,
207 Business Park Drive, Suite 101, Virginia Beach, Virginia 23462

        Section 1.03. Tenant: Cost Plus, Inc.
                      Address of Tenant: 200 4th Street, Oakland, CA 94607

        Section 1.04. Property: All that certain piece or parcel of land situate
in Isle of Wight County, Virginia, consisting of approximately 45 acres (being
described in Exhibit A hereof) and containing all improvements constructed
             ---------
thereon, including a building of approximately 500,000 square feet as specified
in the Final Plans and as shown in Exhibit B, and upon exercise of the Expansion
                                   ---------
Option as set forth in Article Fifteen hereof, that certain adjacent piece or
parcel of land, consisting of approximately 6.6 acres (being described in
Exhibit G hereof) and containing all improvements constructed thereon, including
---------
a building expansion of approximately 100,000 square feet as described in
Exhibit H.
---------

        Section 1.05. Lease Term: Approximately twenty-one (21) years,
beginning on the Commencement Date (as defined in Section 2.01), and ending on
the last day of the calendar month in which the date twenty (20) years after the
Rent Commencement Date (as defined in Section 3.01) occurs, subject to extension
as set forth in Section 2.05 hereof (in which event, the Option Periods shall be
included within the Lease Term).

        Section 1.06. Permitted Uses: (See Section 5.01) Any lawful use
permitted under applicable zoning regulations.

        Section 1.07. Tenant's Guarantor: None.

        Section 1.08. Landlord's Broker: (See Article Fourteen) (If none, so
state) None.

        Section 1.09. Tenant's Broker: (If none, so state) Grubb & Ellis/
Harrison & Bates, 830 East Main Street, 5th Floor, Richmond, VA 23219 per
separate agreement.

        Section 1.10. Commission Payable to Tenant's Broker: See Article
Fourteen.
<PAGE>

        Section 1.11. Security Deposit: None.

        Section 1.12. Rent and Other Charges Payable by Tenant:

        (a)    Base Rent: One Million Nine Hundred Sixty Five Thousand dollars
($1,965,000) per annum payable monthly in equal installments on the first day of
each month in advance from the Rent Commencement Date through the last day of
the calendar month in which the date five (5) years after the Rent Commencement
Date (the "First Adjustment Date") occurs; thereafter, the annual base rental
amount shall increase to Two Million Eighty Two Thousand dollars ($2,082,000) on
the first day immediately following the First Adjustment Date through the date
which is the fifth (5th) anniversary of the First Adjustment Date (the "Second
Adjustment Date"), and shall again increase thereafter on the first day
immediately following the Second Adjustment Date to Two Million Two Hundred
Seven Thousand Eight Hundred Seventy Four dollars ($2,207,874) per annum
through the end of the initial Lease Term.

        (b)    Adjustment of Base Rent for Interest Rate Changes: Landlord and
Tenant acknowledge that Base Rent stated in Subparagraph (a) immediately above
is based on an assumption that Landlord's permanent financing of the Property
will bear interest at a per annum fixed rate (compounded daily) of eight and
10/100 percent (8.10%).  Landlord and Tenant agree that in the event that such
permanent financing rate is other than 8.10%, the annual Base Rent shall be
adjusted downwards for any decrease in such rate and upwards for any increase in
such rate by an amount equal to the product of (i) that portion of Landlord's
Total Cost, not to exceed the Budget Sum, financed by Landlord and (ii) the
difference in the number of basis points between 8.10% and such rate actually
obtained.

        (c)    Other Periodic Payments: (i) Real Property Taxes (See Section
4.02); and (ii) Insurance Premiums (See Section 4.04).


        ARTICLE TWO: LEASE TERM

        Section 2.01. Lease of Property For Lease Term. Landlord leases the
Property to Tenant and Tenant leases the Property from Landlord for the Lease
Term (and Option Periods, if exercised). The Lease Term is for the period stated
in Section 1.05 above. The Commencement Date shall be the date of the full
execution and delivery of this Lease by both Landlord and Tenant.

        Section 2.02. Holding Over. Tenant shall vacate the Property upon the
expiration or earlier termination of this Lease. Tenant shall reimburse Landlord
for and indemnify Landlord against all damages incurred by Landlord from any
delay by Tenant in vacating the Property. If Tenant does not vacate the Property
upon the expiration or earlier termination of the Lease and Landlord thereafter
accepts rent from Tenant, Tenant shall not be liable for damages but Tenant's
occupancy of the Property shall be a "month-to-month" tenancy, subject to all of
the terms of this Lease applicable to a month-to-month tenancy, except that the
Base Rent then in effect shall be increased by ten percent (10%).

                                       2
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        Section 2.03. Options to Extend Term. Tenant may extend the original
term of this Lease for four (4) separate, consecutive additional periods of five
(5) years each ("Option Periods"), on the terms and conditions set forth herein,
except that the Base Rent due for each Option Period so exercised shall be
determined in accordance with Section 3.06 and the number of Option Periods
remaining to be exercised shall, in each case, be reduced by one. Tenant may
exercise such options by notifying Landlord in writing not less than three
hundred sixty (360) days prior to the expiration of the initial Lease Term, or
the then current Option Period, as the case may be. Should Tenant neglect to
timely exercise any option, Tenant's right to exercise shall not expire until
after notice from Landlord of Tenant's failure to timely exercise the option. If
Landlord does so notify Tenant, Tenant shall have the right at any time within
fifteen (15) days after such notice to notify Landlord in writing of either
Tenant's unqualified and irrevocable exercise of its option to extend, or
Tenant's unqualified and irrevocable waiver of its option to extend. If Tenant
fails to respond within such fifteen (15) day period, Tenant shall conclusively
be deemed to have waived its right and option to extend the Term, and this Lease
shall terminate on the then expiration date of the Term. If Tenant notifies
Landlord that it exercises its option to extend, such notice shall constitute
Tenant's unqualified and irrevocable exercise of its option to extend the Term
for the applicable Option Period provided herein.

        ARTICLE THREE: BASE RENT

        Section 3.01. Rent Commencement Date; Time and Manner of Payment. The
Rent Commencement Date shall be the date upon which the last of the following
occurs, but no earlier than the date ninety (90) days after the Access Date (as
defined in Section 3.04): (i) Substantial Completion of Landlord's Work (as
defined in Exhibit C hereof), (ii) receipt by Tenant of written certification
           ---------
thereof by the project architect, Baskervill & Son, (iii) receipt by Tenant of
written evidence that Landlord's Work has passed final inspection by Isle of
Wight County (as evidenced by a final Certificate of Occupancy), (iv) receipt by
Tenant of two (2) fully executed and notarized originals of this Lease, the
Memorandum of Lease described in Section 13.09 and any required Nondisturbance
Agreement as described herein, (v) issuance to Tenant of the Title Policy (as
defined in Section 13.15), and (vi) tender of delivery of physical possession of
the Property to Tenant. "Substantial Completion of Landlord's Work" means
completion of all Landlord's Work except for minor items of adjustment or repair
of the type commonly found on an architect's punchlist, provided that Tenant is
legally permitted to occupy the Property in order to perform any work required
of Tenant and is otherwise able, legally and in accordance with sound business
practice, to conduct its normal operations without material impediment arising
from incomplete or defective performance of Landlord's Work. Tenant shall pay
Landlord the Base Rent, in advance, without offset, deduction or prior demand,
except as otherwise set forth in this Lease on the first day of each month
following the Rent Commencement Date in the amount of $163,750 per month (or one
twelfth of the annual Base Rent amount determined pursuant to Section 1.12(b),
if applicable), increased as provided in the next paragraph below. The Base
Rent shall be payable at Landlord's address or at such other place as Landlord
may designate in writing. If the Rent Commencement Date occurs other than on the
first day of a calendar month, Base Rent for any partial calendar month
following the Rent Commencement Date shall be due and payable in advance on the
Rent Commencement Date and shall be prorated

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<PAGE>

based on the number of calendar days remaining in the month in which the Rent
Commencement Date occurs.

          Effective on the first day immediately following the First Adjustment
Date, Base Rent due hereunder shall automatically increase to $173,500 per month
(or 6% above the initial Base Rent determined by the application of the formula
contained in Section 1.12(b)). Effective on the first day immediately following
the Second Adjustment Date, Base Rent due hereunder shall automatically increase
to $183,990 per month (or 12% above the initial Base Rent determined by the
application of the formula contained in Section 1.12(b)). Tenant shall pay the
new Base Rent from its effective date in the manner provided above until the
next increase.

     Section 3.02. Payment Due at Substantial Completion of Landlord's Work. The
budget attached hereto as Exhibit C-l (as may be amended as permitted herein,
                          -----------
the "Project Budget") and all of the categories of costs listed below in this
Section related to the performance of Landlord's Work and lease of the Property
to Tenant shall comprise "Landlord's Total Cost." Changes to the Project Budget
and Landlord's Total Cost may be made only with the prior written approval of
Tenant, which approval shall not be unreasonably withheld, conditioned or
delayed. During the course of Landlord's Work, Landlord shall provide Tenant
with monthly written reports on or before the fifteenth of each month detailing
the costs incurred for Landlord's Work against the Project Budget for the
immediately preceding calendar month in a form reasonably requested by Tenant,
containing, without limitation, all allocations to the line items in the Project
Budget. As of Substantial Completion of Landlord's Work, Landlord shall certify
to Tenant in writing Landlord's Total Cost actually incurred in accordance with
this Lease, and shall promptly make available to Tenant reasonable supporting
documentation at Tenant's request. In the event that Landlord's Total Cost
certified to Tenant is less than Sixteen Million Three Hundred Eighteen Thousand
Eight Hundred Ninety Seven Dollars ($16,318,897) (the "Budget Sum"), Landlord
shall pay to Tenant within fifteen (15) days after certification, in immediately
available United States funds, an amount equal to the difference between the
Budget Sum and the actual amount of Landlord's Total Cost (the "Lump Sum
Adjustment"), up to a maximum of $300,000. Any greater cost savings are to be
retained by Landlord. In the event that Landlord's Total Cost certified to
Tenant is more than the Budget Sum, Tenant shall pay to Landlord within fifteen
(15) days after certification, in immediately available United States funds, an
amount equal to the Lump Sum Adjustment, up to a maximum of $600,000 for
Landlord- or Contractor-initiated changes that have been approved in writing by
Tenant. Any change orders requested by Tenant to the final specifications
contained herein shall be excluded from such $600,000 limitation.
Notwithstanding anything to the contrary contained in the foregoing or
elsewhere, the Lump Sum Adjustment shall not be increased or decreased for any
changes in costs not included or otherwise set forth in the Project Budget
attached hereto which changes have not been approved in writing by Tenant prior
to their incurrence by Landlord.

     Subject to the foregoing, Landlord's Total Cost shall include the following
reasonable and customary costs which Landlord may properly pay or accrue for
Landlord's work or lease of the Property to Tenant, which under generally
accepted accounting principles, are chargeable to the capital account of
Landlord in connection with the Property or could be so charged either with a
proper election to capitalize such costs or, but for a proper election, expense
such costs:

          (a)  Fees and expenses incurred in preparing the Plans for the
               Property (including any preliminary study, planning or any aspect
               thereof): any

                                       4
<PAGE>

                    labor, services, materials and supplies used or furnished in
                    site improvement and construction; any equipment for the
                    Property; and any acquisition necessary to provide utility
                    services or other services, including trackage to provide
                    the Property with public transportation facilities,
                    roadways, parking lots, water supply, sewage and waste
                    disposal facilities; and all real and tangible personal
                    property deemed necessary by Landlord and acquired in
                    connection with the Property;

               (b)  Fees for architectural, engineering, supervisory and
                    consulting services and real estate brokerage commissions
                    and reimbursements therefor;

               (c)  Fees and expenses incurred in connection with perfecting and
                    protecting title to the Property and fees and expenses
                    incurred in connection with preparing, recording or filing
                    such documents, instruments or financing statements as
                    Landlord or Landlord's mortgagee may deem desirable to
                    perfect or protect the rights of Landlord or Landlord's
                    mortgagee;

               (d)  Legal, accounting or financial advisory fees and expenses,
                    including fees and expenses of counsel to Landlord, counsel
                    to Landlord's mortgagee, fees and expenses of Landlord,
                    Landlord's mortgagee or any rating agency, filing fees and
                    printing and engraving costs, incurred in connection with
                    the authorization and closing of Landlord's construction
                    loan or any permanent financing thereof, and the
                    preparation of the documents evidencing and securing such
                    loans and all other documents in connection with the
                    development, construction, financing and leasing of the
                    Property;

               (e)  Interest to accrue on the Landlord's construction loan
                    during construction of the Property and any placement fees
                    and expense related to placing and closing Landlord's
                    permanent loan on the Property;

               (f)  Administrative or other fees charged by Isle of Wight County
                    or reimbursement thereto of expenses in connection with the
                    Property;

               (g)  Development fees to Ellis-Gibson Development Group; and

               (h)  Other ordinary and necessary costs and expenses reasonably
                    relating to the lease of the Property and performance of
                    Landlord's Work as contemplated herein.


        Section 3.03. Delay in Commencement. The parties acknowledge the
necessity for Landlord to provide Tenant with the notice specified herein in
order that Tenant shall have adequate time to, among other things, hire
personnel, purchase and arrange for delivery of merchandise, perform Tenant's
improvements and fixturing of the Property and enter into other commitments
required to timely occupy and conduct business within the Property. At least
sixty (60) calendar days prior to the Access Date, Landlord must notify Tenant
in writing (the "Access Date Notice") as to when the Access Date is anticipated
to occur (the "Anticipated Access

                                       5
<PAGE>

Date"). The Anticipated Access Date shall be November 1, 2001. If the
Anticipated Access Date occurs after November 1, 2001, the parties acknowledge
that Tenant will suffer damage arising from Tenant's need to make efficient use
of the Property upon the Access Date, hire personnel, fixture the Property, and
the like, as well as Tenant's need to commence operations on the Property to
conduct its business and serve its retail stores with the product to be received
into and distributed from the Property. As it would be impractical or extremely
difficult to fix actual damages in the event of Landlord's breach under this
Section 3.03, the parties agree that in the event of a breach by Landlord of its
obligations under this Section 3.03, TENANT SHALL BE ENTITLED TO AND LANDLORD
SHALL PAY TO TENANT ON THE FIRST DAY OF EACH CALENDAR MONTH FOLLOWING NOVEMBER
1, 2001, AS LIQUIDATED DAMAGES (THE "LIQUIDATED DAMAGES") THE SUM OF FIVE
THOUSAND DOLLARS ($5,000) PER DAY FOR EACH DAY OF DELAY IN THE ACCESS DATE
BEYOND NOVEMBER 1, 2001 (LESS ALL SUCH LIQUIDATED DAMAGES EARLIER PAID, IF
ANY); PROVIDED, HOWEVER, LIQUIDATED DAMAGES PAYABLE UNDER THIS SECTION 3.03
SHALL NOT EXCEED IN THE AGGREGATE NINE HUNDRED THOUSAND DOLLARS ($ 900,000).



Illegible                                           Illegible
--------------------                                ------------------------
Landlord's Initials                                 Tenant's Initials


        Landlord's failure to deliver the Property to Tenant on the date set
forth in the Access Date Notice shall permit Tenant to terminate this Lease in
the event that the Access Date has not occurred on or before May 1, 2002,
extended by one day for each day of any force majeure delay, by written notice
of Tenant's election to so terminate the Lease delivered to Landlord at any
time prior to the occurrence of the Access Date.

        Section 3.04. Early Access. When Tenant accesses the Property prior to
the Rent Commencement Date, Tenant's use of the Property shall be subject to all
of the provisions of this Lease, except provisions requiring monetary payments
by Tenant. Early access and use of the Property shall not advance the expiration
date of this Lease. Tenant shall have the right to enter the Property prior to
the Rent Commencement Date for any purpose, provided Tenant does not materially
interfere with the progress of Landlord's Work in the course of such early
entry. Landlord specifically acknowledges that Tenant intends to perform major
equipment installations during such early access and use and that the same shall
not be deemed an acceptance of the Property nor cause the Rent Commencement Date
to occur prior to fulfillment of the conditions set forth in Section 3.01.
Landlord shall provide Tenant with access to and use of the Property for the
purpose of Tenant's installations of equipment and fixtures (such date, the
"Access Date") at least ninety (90) days prior to the Rent Commencement Date,
with Landlord's Work in such a condition on the Access Date as will permit
Tenant to install its fixtures and equipment during normal business hours
without likelihood of material interference with any then ongoing Landlord's
Work.

        Section 3.05. Termination; Advance Payments. Upon termination of this
Lease under Article Seven (Damage or Destruction), Article Eight (Condemnation)
or any other expiration or termination, and after Tenant has vacated the
Property in the manner required by this Lease, an equitable adjustment shall be
made concerning advance rent, any other advance payments made by Tenant to
Landlord, and accrued real property taxes.

                                       6
<PAGE>

        Section 3.06. Base Rent Calculation for Option Periods. The annual Base
Rent for each year during each of the Option Periods shall be an amount equal to
the product obtained by multiplying the annual Base Rent in effect immediately
prior to the commencement of the then applicable Option Period (without regard
to any temporary abatement of rental then or previously in effect pursuant to
the provisions of the Lease) by one and five-hundredths (1.05).

        Section 3.07. Net Lease; No Setoff or Counterclaim Against Rent. This
Lease is an absolutely net lease and Base Rent, Additional Rent and all other
sums payable by Tenant shall be due and payable without notice or demand, and
without setoff, counterclaim, recoupment, abatement, suspension, deferment,
diminution, deduction, reduction or defense, except in the events noted below:

             (i)    Landlord's failure to timely pay Real Property Taxes or
                    insurance premiums which sums Tenant has previously paid to
                    Landlord and are thereafter paid by Tenant to the taxing
                    authorities or insurance providers;

             (ii)   Landlord's failure to timely pay Landlord's Contribution (as
                    defined in Section 7.01 (b) hereof) to Tenant;

             (iii)  Landlord's failure to timely pay the Liquidated Damages (as
                    defined in Section 3.03 hereof) to Tenant;

             (iv)   Landlord's failure to timely reimburse Tenant for Emergency
                    Costs (as defined in Section 6.01 hereof); and

             (v)    Landlord's failure to timely pay the Lump Sum Adjustment
                    (as defined in Section 3.03 hereof) due to Tenant, if any.

        ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT

        Section 4.01. Additional Rent. All charges payable by Tenant other than
Base Rent are called "Additional Rent." Unless this Lease provides otherwise,
all Additional Rent shall be paid with the next monthly installment of Base
Rent. The term "rent" shall mean Base Rent and Additional Rent.

        Section 4.02. Real Property Taxes.

        (a)  Payment of Taxes. Landlord shall pay all real property taxes on the
Property during the Lease Term (and Option Periods, if exercised) for the
period commencing on the Rent Commencement Date. Tenant shall reimburse Landlord
for the payment of such taxes applicable to the period from the Rent
Commencement Date through the end of the Lease Term (and Option Periods, if
exercised) within thirty (30) days after Tenant's receipt of billing presented
to Tenant by Landlord together with a copy of the tax bill from the assessor,
but no sooner than twenty (20) days prior to the last date for payment of taxes
without penalty ("Delinquency Date"). Real property taxes shall be prorated for
the years in which the Rent Commencement Date occurs and

                                       7
<PAGE>

in which the Lease Term expires/terminates. Within thirty (30) days after the
Delinquency Date, Landlord shall provide Tenant with written evidence
satisfactory to Tenant of Landlord's payment of taxes. Tenant shall not be
responsible for any interest, late charge or other penalty resulting from
Landlord's late payment or non-payment of taxes, nor any administrative or other
charge which may be claimed by Landlord, unless such interest, late charge or
other penalty is on account of Tenant's failure to timely reimburse Landlord for
the payment of real property taxes in accordance with this Section 4.02(a).

        (b) Definition of "Real Property Tax." "Real property tax" means: (i)
any fee, license fee, license tax, business license fee, commercial rental tax,
levy, charge, assessment, or tax imposed by any taxing authority against the
Property or land upon which the Property is located; (ii) any tax on the
Landlord's right to receive, or the receipt of, rent or income from the Property
or against Landlord's business of leasing the Property; (iii) any tax or charge
for storm water maintenance, fire protection, streets, sidewalks, road
maintenance, refuse or other services provided to the Property by any
governmental agency; and (iv) any charge or fee replacing any tax previously
included within the definition of real property tax. "Real property tax" does
not, however, include Landlord's federal or state income, franchise, excess
profits, single business, inheritance, estate, succession, transfer, taxes; any
increase in taxes caused by a "change of ownership" as defined in any other
law, regulation, ruling, or decision under which a reassessment or tax increase
results from a transfer of all or a portion of any estate or interest in the
Property; or bonds and/or assessments which have been or, subsequent to the date
hereof are, levied for the purpose of funding the costs of construction for
improvements benefiting all or any portion of the Property or capital
improvements constructed therein or with respect thereto, whether constructed by
Landlord or not, either onsite or offsite, all of which other taxes shall be
borne and paid solely by Landlord without reimbursement by Tenant.

        Any rebates, refunds, or abatements of real estate taxes received by
Landlord subsequent to reimbursement of the payment of taxes by Tenant shall be
refunded to Tenant within thirty (30) days of receipt thereof by Landlord.

        (c) Personal Property Tax.

            (i)   Tenant shall pay directly to the taxing authorities all taxes
charged against trade fixtures, furnishings, equipment or any other personal
property belonging to Tenant. Tenant shall use best efforts to have personal
property taxed separately from the Property.

            (ii)  If any of Tenant's personal property is taxed with the
Property, Tenant shall pay Landlord, as Additional Rent, the taxes for said
personal property.

        (d) Tenant's Right to Contest Taxes. Tenant may request that Landlord
attempt to have the assessed valuation of the Property reduced or to initiate
proceedings to contest the real property taxes. If Landlord fails to do so after
request from tenant, then Tenant may do so, and if required by law, Landlord
shall join in the proceedings brought by Tenant. However, Tenant shall pay all
costs of the proceedings, including any costs or fees incurred by Landlord. Upon
the final determination of any proceeding or contest, Tenant shall immediately
pay the real property taxes due, together with all costs, charges, interest and
penalties incidental to the proceedings. If Tenant does not pay the real
property taxes when due and contests such taxes,

                                       8
<PAGE>

Tenant shall not be in default under this Lease for nonpayment of such taxes if
Tenant deposits funds with Landlord or opens an interest bearing account
reasonably acceptable to Landlord in the joint names of Landlord and Tenant.
The amount of such deposit shall be sufficient to pay the real property taxes
plus a reasonable estimate of the interest, costs, charges and penalties which
may accrue if Tenant's action is unsuccessful, less any applicable tax impounds
previously paid by Tenant to Landlord. The deposit shall be applied to the real
property taxes due, as determined at such proceedings. The real property taxes
shall be paid under protest from such deposit if such payment under protest is
necessary to prevent the Property from being sold under a "Tax Sale" or similar
enforcement proceeding.

     Section 4.03. Utilities. During the Lease Term from and after the Rent
Commencement Date, Tenant shall pay, directly to the appropriate supplier, the
cost of all natural gas, heat, light, power, sewer service, storm water,
telephone, water, refuse disposal and other utilities and services supplied to
the Property.

     Section 4.04. Insurance Premiums.

     (a)     Liability Insurance.

             (i)    During the Lease Term for the period commencing on the
Access Date, Tenant shall maintain a primary policy of comprehensive public
liability insurance at Tenant's expense, insuring Landlord and Tenant against
liability arising out of the ownership, use, occupancy or maintenance of the
Property (except to the extent such injury, death or property damage is caused
by any damage or destruction as defined in Article Seven, by a defect in the
condition of the Property which is Landlord's responsibility, or by the
negligence or willful act of Landlord or its agents, contractors, employees or
representatives). The initial amount of such insurance shall be at least
$5,000,000, including umbrella coverage, which minimum amount shall be subject
to increase once every five (5) years of the Lease Term by $1,000,000. However,
the amount of such insurance shall not limit Tenant's liability nor relieve
Tenant of any obligation hereunder. The policy shall contain cross-liability
endorsements, if applicable. Notwithstanding the foregoing, Tenant may, at
Tenant's election made at any time during the Lease Term, upon ten (10) days'
prior written notice, as long as Tenant's net worth is at least $150,000,000,
self-insure for the risks otherwise to be covered by the insurance policy
described above.

             (ii)   During the Lease Term, Landlord shall maintain a policy of
comprehensive public liability insurance at Landlord's expense, insuring
Landlord and Tenant (as secondary to Tenant's coverage required in (a)(i)
immediately above) against liability arising out of the ownership, use,
occupancy or maintenance of the Property by Landlord. The initial amount of such
insurance shall be at least $5,000,000, including umbrella coverage, which
minimum amount shall be subject to increase once every five (5) years of the
Lease Term by $1,000,000. All such insurance may be provided under a blanket
coverage policy or endorsement. However, the amount of such insurance shall not
limit Landlord's liability nor relieve Landlord of any obligation hereunder. The
policy shall contain cross-liability endorsements, if applicable.
Notwithstanding the foregoing, Landlord may, at Landlord's election made at any
time during the Lease Term, upon ten (10) days' prior written notice, as

                                       9
<PAGE>

long as Landlord's net worth is at least $150,000,000, self-insure for the risks
otherwise to be covered by the insurance policy described above.

     (b)     Hazard and Rental Income Insurance. During the Lease Term for the
period commencing on the Rent Commencement Date, Landlord shall maintain a
policy of insurance, at Tenant's expense, covering loss of or damage to the
Property in the full amount of its guaranteed replacement cost, including,
without limitation, all Tenant-installed and Landlord-installed improvements,
with an agreed amount endorsement waiving any co-insurance penalty, and
providing coverage for demolition costs and for increased costs of construction
due to changes of building codes and/or conditions in amounts equal to no more
than fifteen percent (15%) of the value of the improvements on the Property.
Such policy shall provide protection against all perils included within the
classification of fire, extended coverage, vandalism, malicious mischief special
extended perils (all risk), sprinkler leakage, and inflation guard endorsement
(but excluding flood (unless and only to the extent required by applicable law)
and earthquake, unless required by any lender holding a security interest in the
Property, and then only in amounts available at commercially reasonable rates).
During the Lease Term, Landlord shall also maintain rental income insurance at
Tenant's expense, with loss payable to Landlord in an amount equal to one year's
Base Rent, estimated Real property taxes and insurance premiums. Tenant shall
not do or permit to be done anything which invalidates any such insurance
policies.

     (c)     Payment of Premiums; Insurance Policies. Tenant shall pay all
premiums for the insurance policies covering the Property described in Sections
4.04 (a)(i) and (b) within thirty (30) days after receipt by Tenant of a copy of
the premium statement or other evidence of the amount due. If the insurance
policies maintained by Landlord cover improvements or real property other than
the Property, Landlord shall also deliver to Tenant a statement from the insurer
of the amount of premiums applicable to the Property showing, in reasonable
detail, how such amount was computed. If the Lease Term expires before the
expiration of the insurance policy period, Tenant's liability for insurance
premiums shall be prorated on an annual basis. All insurance shall be maintained
with companies holding a "General Policyholder's Rating" of B+-IX or better, as
set forth in the most current issue of "Best's Insurance Guide." Additionally,
Tenant may seek competitive bids for the insurance coverage to be obtained by
Landlord hereunder at Tenant's expense and may request that Landlord obtain such
insurance from any provider that meets the minimum qualifications hereunder and
for which Tenant provides a written quote therefor. If Landlord declines to
obtain the insurance from such requested provider(s), Tenant's obligation to
reimburse Landlord for the premiums of such insurance so obtained shall be
limited to the amount of the premiums that Tenant's requested provider(s) quoted
for such insurance, as earlier provided to Landlord. Tenant shall be liable for
the payment of any deductible amount under Landlord's insurance policies
maintained pursuant to Section 4.04(b), provided said deductibles are ten
thousand dollars ($l0,000.00) or less. Landlord and Tenant agree to deliver to
the other certificates of insurance evidencing the existence in force of the
policies of insurance described in this Article Four, together with endorsements
showing that Landlord has been named as additional insured under the policy
required in Section 4.04(a)(i) and that Tenant has been named as additional
insured under the policy required in Section 4.04(a)(ii). Each of the
certificates shall provide that such insurance shall not be canceled or
materially amended unless ten (10) days' prior written notice of such

                                       10
<PAGE>

cancellation or amendment is given to the party designated on such certificate
as the holder thereof.

     Section 4.05. Waiver of Subrogation. Tenant and Landlord hereby waive and
release any and all right of recovery against the other, including employees and
agents, arising during the Term for any and all loss (including loss of rental)
or damage to any property located within or constituting a part of the Property,
which loss or damage arises from any type of peril which is covered or could be
covered by a policy of insurance in the form described in Section 4.04(b). This
mutual waiver is in addition to any other waiver or release contained in this
Lease. Landlord and Tenant shall each have their property insurance policies
issued in such form as to waive any right of subrogation which might otherwise
exist, and shall provide written evidence thereof to each other upon request.

     Section 4.06. Late Charges. Tenant's failure to pay rent promptly may cause
Landlord to incur unanticipated costs. The exact amount of such costs are
impractical or extremely difficult to ascertain. Such costs may include, but
are not limited to, processing and accounting charges and late charges which may
be imposed on Landlord by any ground lease, mortgage or trust deed encumbering
the Property. Therefore, if Tenant does not pay any rent payment when due and
such failure continues for ten (10) days after Tenant's receipt of written
notice thereof from Landlord, Tenant shall pay Landlord a late charge equal to
five percent (5%) of the overdue amount. The parties agree that such late charge
represents a fair and reasonable estimate of the costs Landlord will incur by
reason of such late payment.

     Section 4.07. Interest on Past Due Obligations. Any amount owed by Tenant
to Landlord which is not paid when due, and remains unpaid for ten (10) days
after Tenant's receipt of written notice thereof from Landlord, shall, in
addition to any late charge that may be due hereunder, bear interest at the rate
of twelve percent (12%) per annum from the due date of such amount. However,
interest shall not be payable on late charges to be paid by Tenant under this
Lease. The payment of interest on such amounts shall not excuse or cure any
default by Tenant under this Lease. If the interest rate specified in this Lease
is higher than the rate permitted by law, the interest rate is hereby decreased
to the maximum legal interest rate permitted by law.

     Section 4.08. Audit Right. Tenant or its designated agent shall have the
right at its own cost and expense to audit and/or inspect Landlord's records at
Landlord's business office where such records are located, (not more than once
in any calendar year) with respect to insurance premiums and Real Property Taxes
payable by Tenant under this Lease for any calendar year. Tenant shall give
Landlord not less than thirty (30) days' written notice of its intention to
conduct any such audit and shall conduct said audit within two (2) years after
receipt of the invoices or tax bills for the calendar year(s) being audited.
Landlord shall have the right to have a representative present at such audit. If
such audit discloses that the amounts paid by Tenant for the year(s) under
consideration have been overstated, Landlord shall rebate to Tenant the
overcharge; and if the audit discloses that the amounts paid by Tenant for each
type of charges during each calendar year have been overstated by more than
three percent (3%), then, in addition to rebating to Tenant the overcharge,
Landlord shall also pay the reasonable costs incurred by Tenant for such audit.
Tenant shall keep the results of such audit confidential, except

                                       11
<PAGE>

when Tenant is required to disclose the same to any governmental agency or in
litigation between the parties with respect to the subject matter of the audit.

     ARTICLE FIVE: USE OF PROPERTY

     Section 5.01. Permitted Uses. Tenant may use the Property only for the
permitted uses set forth in Section 1.06 above.

     Section 5.02. Manner of Use. Tenant shall not cause or permit the Property
to be used in any way which constitutes a violation of any law, ordinance, or
governmental regulation or order, or which constitutes a nuisance or waste.
Excluding all permits required for the performance and completion of Landlord's
Work, Tenant shall obtain and pay for all permits (and obtain the permanent
Certificate of Occupancy, with Landlord cooperation if needed) required for
Tenant's occupancy of the Property and shall promptly take all substantial and
non-substantial actions necessary to comply with all applicable statutes,
ordinances, rules, regulations, orders and requirements regulating the use by
Tenant of the Property, including the Occupational Safety and Health Act.
Notwithstanding any contrary implication or expression in the foregoing, Tenant
shall not be strictly liable to comply with any and all laws now or hereinafter
in effect relating to the repair, improvement, replacement, or upgrading of the
Property required as a result of the general application of such laws to users
of the Property as contemplated hereunder, rather than as a result of the
application of such laws to Tenant's actual operations on or about the Property
as permitted hereunder.

     Section 5.03. Signs. Subject to the limitations of applicable law in the
jurisdiction where the Property is located, Tenant may erect and maintain upon
the exterior of the building and on the Property a sign or signs which are
appropriate to the conduct of Tenant's business.

     Section 5.04. Indemnity.

     (a)     Tenant. Subject to the waiver of subrogation in Section 4.05,
Tenant agrees to save Landlord harmless from and indemnify and defend Landlord
against any and all injury, loss, damage, liability (or any claims in respect of
the foregoing), costs or expenses (including, without limitation, attorneys'
fees, reasonable investigation and discovery costs), of whatever nature, to any
person or property caused or claimed to be caused by or resulting from: (a)
Tenant's use of the Property; (b) the conduct of Tenant's business or anything
else done by or permitted to be done by Tenant in or about the Property; (c) any
breach or default in the performance of Tenant's obligations under this Lease;
(d) any misrepresentation or breach of warranty by Tenant under this Lease; or
(e) other acts or omissions of Tenant. Tenant shall defend Landlord against any
such cost, claim or liability at Tenant's expense with counsel reasonably
acceptable to Landlord, or, at Landlord's election, Tenant shall reimburse
Landlord for any legal fees or costs reasonably incurred by Landlord in
connection with any such claim. As a material part of the consideration to
Landlord, Tenant hereby assumes all risk of damage to personal property or
injury to persons in or about the Property arising from any cause (other than
Landlord's negligence, willful misconduct or breach of its obligations
hereunder), and Tenant

                                       12
<PAGE>

hereby waives all claims in respect thereof against Landlord, except for any
claim arising out of Landlord's negligence, willful misconduct or breach of its
obligations hereunder.

     (b)  Landlord. Subject to the waiver of subrogation in section 4.05,
Landlord agrees to save Tenant harmless from and indemnify and defend Tenant
against any and all injury, loss, damage, liability (or any claims in respect of
the foregoing), costs or expenses (including, without limitation, attorneys'
fees, reasonable investigation and discovery costs), of whatever nature, to any
person or property caused or claimed to be caused by or resulting from: (a)
Landlord's negligence or willful acts; or (b) any breach or default in the
performance of Landlord's obligations under this Lease.

     Section 5.05. Landlord's Access. Landlord or its agents may enter the
Property at all reasonable times to show the Property to potential buyers,
investors or, within one (1) year of the expiration of the Lease Term, tenants,
or to perform any obligation or exercise any right of Landlord under this
Lease that reasonably requires such entry. Landlord shall give Tenant
reasonable prior notice of such entry, except in the case of an emergency, and
shall conduct such entry in a manner designed to minimize interference with
Tenant's operations as much as reasonably possible.

     Section 5.06. Quiet Possession. Landlord represents and warrants that it
has full authority to execute and perform its obligations under this Lease and
to grant the subject leasehold estate to Tenant, and that if Tenant pays the
rent and complies with all of its material obligations contained in this Lease,
Tenant shall peaceably and quietly have, hold and enjoy the Property with all
appurtenances during the Term without any manner of hindrance or interference
with its quiet enjoyment, possession and use.

     Section 5.07. Environmental. As used herein, the term "Hazardous
Material" shall mean (i) any waste, material or substance (whether in the form
of a liquid, a solid, or a gas and whether or not air-borne), which is or is
deemed to be a pollutant or a contaminant, or which is or is deemed to be
hazardous, toxic, ignitable, reactive, corrosive, dangerous, harmful or
injurious, or which presents a risk, to public health or to the environment, or
which is or may become regulated by or under the authority of any applicable
local, state or federal laws, judgments, ordinances, orders, rules,
regulations, codes or other governmental restrictions, guidelines or
requirements, any amendments or successor(s) thereto, replacements thereof or
publications promulgated pursuant thereto (collectively "Environmental
Regulations, and individually, "Environmental Regulation"); (ii) petroleum,
including crude oil or any fraction thereof; (iii) ACM; (iv) any polychlorinated
biphenyl; (v) any radioactive material; and (vi) urea formaldehyde. In addition
to the foregoing, the term "Environmental Regulations" shall be deemed to
include, without limitation, local, state and federal laws, judgments,
ordinances, orders, rules, regulations, codes and other governmental
restrictions, guidelines and requirements, any amendments and successors
thereto, replacements thereof and publications promulgated pursuant thereto,
which deal with or otherwise in any manner relate to, environmental matters of
any kind.

     Based solely on its review of that certain Phase I Environmental Site
Assessment prepared by McCallum Testing Laboratories, Inc., MTL Project #00-
1550/100-1426, with issue date of June 21, 2000 (the "Site Assessment"),
Landlord has no knowledge of the presence of

                                       13
<PAGE>

any Hazardous Material(s) on the Property or of any spills, releases or
discharges thereof that have occurred or are presently occurring on or onto the
Property. Landlord, to the best of its knowledge, based solely on its review of
the Site Assessment, has complied, and Landlord shall comply, with all
applicable Environmental Regulations in the performance of its obligations under
this Lease, including, without limitation, in the conduct of Landlord's Work,
and shall obtain all permits, licenses, and other authorizations which are
required under federal, state and local laws relating to pollution or protection
of the environment, including laws relating to emissions, discharges, releases,
or threatened releases of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances or wastes into the environment (including, without
limitation, ambient air, surface water, ground water or land), or otherwise
relating to the manufacturing, processing, distribution, use, treatment,
storage, disposal, transport, or handling of pollutants, contaminants, chemicals
or industrial, toxic or hazardous substances or wastes, in connection therewith.
Landlord has no knowledge of any failure to comply with all terms and conditions
of such required permits, licenses and authorizations, and has made and will
make its best efforts to be in compliance with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in those laws or contained in any
regulation, code, plan, order, decree, judgment, injunction, notice or demand
left or issued, entered, promulgated or approved thereunder. Landlord represents
to Tenant, to the best of Landlord's knowledge, based solely on its review of
the Site Assessment, that the location of the Property and all improvements
thereon are not located on land, nor adjacent to any other land, which is or may
be deemed under any federal, state or local law a storage or disposal site for
Hazardous Materials.

     Landlord shall indemnify Tenant against and hold Tenant harmless from the
presence of any Hazardous Materials on the Property caused by Landlord or
violations of laws relating to protection of the environment due to Landlord's
use of the Property and conduct of Landlord's business in or about the Property.

     Tenant shall indemnify Landlord against and hold Landlord harmless from
the presence of any Hazardous Materials on the Property caused by Tenant or
violations of laws relating to protection of the environment due to Tenant's use
of the Property and conduct of Tenant's business in or about the Property.

  ARTICLE SIX: CONSTRUCTION; MAINTENANCE, REPAIRS AND ALTERATIONS

     Section 6.01. Construction. Landlord, at its own expense and cost, shall
with reasonable diligence and in a workmanlike manner, in compliance with all
applicable laws, including without limitation, the Americans with Disabilities
Act of 1990, as amended, construct all improvements on the Property as shown on
the Site Plan and the Final Plans described in Exhibit C, and all improvements
                                               ---------
shall be constructed strictly in accordance with the terms and conditions
specified in Exhibit C, with only such change orders as approved by Tenant or
             ---------
are as necessary to comply with applicable laws, notice of which shall be given
to Tenant as soon as reasonably possible after learning of the need therefor.
Landlord acknowledges and agrees that neither Tenant's approval of the Site Plan
or the Final Plans, nor of any change orders relating to Landlord's Work, shall
be deemed in any way to constitute a warranty, guaranty or acknowledgement by
or of Tenant that the

                                       14
<PAGE>

improvements to be constructed pursuant thereto will comply with applicable
laws or be free of any defects, design or otherwise. Landlord shall indemnify,
defend, protect and hold Tenant harmless from all claims, demands and
liabilities, including attorneys' fees and expenses, arising out of such
construction or other work, including but not limited to claims for defective
work.

     Landlord shall use its best efforts to Substantially Complete Landlord's
Work and deliver possession of the Property to Tenant prior to February 1, 2002.
Landlord shall use its best efforts to cause the Access Date to occur prior to
November 1, 200l. Further, Landlord shall use its best efforts to meet and
adhere to the schedule of construction for Landlord's Work attached hereto and
made a part hereof as Exhibit D (as may be amended as permitted herein, the
                      ---------
"Project Schedule"). During the course of Landlord's Work, Landlord shall
provide Tenant with monthly written reports on or before the fifteenth of each
month detailing the progress of Landlord's Work against the Project schedule for
the immediately preceding calendar month in a form reasonably requested by
Tenant, containing, without limitation, Landlord's estimate of partial
completion of Landlord's Work and adherence to the Project Schedule. Prior to
taking or permitting any action that would likely delay adherence to the
attached Project Schedule, Landlord shall advise Tenant, in writing, of the
proposed action, and shall not take or permit such proposed action without first
obtaining Tenant's prior written consent thereto, which consent shall not be
unreasonably withheld, conditioned or delayed. In the event Landlord fails to
Substantially Complete Landlord's Work prior to August 1, 2002, absent any force
majeure delays, which shall operate to extend this deadline one day for each day
of force majeure delay, Tenant may elect to terminate this Lease, in addition to
and independent of Tenant's right to terminate the Lease as set forth in Section
3.03 hereof, in a writing delivered to Landlord, at any time prior to
Substantial Completion of Landlord's Work; provided however, that if Landlord's
Work has not been substantially completed on or before June 1, 2002, or the date
sixty (60) days prior to any extended date for termination due to force majeure
delays, Tenant shall advise Landlord, in writing, of Tenant's intention to
exercise its right to terminate this Lease as set forth above for Landlord's
failure to timely Substantially Complete Landlord's Work (although such advice
shall not obligate Tenant to so elect to terminate this Lease when permitted
herein). The only consequence of Tenant's failure to timely advise Landlord of
its intention to terminate this Lease as permitted above shall be to postpone
Tenant's right to elect to terminate this Lease until the date sixty (60) days
after delivery of such written advice to Landlord.

     During the course of Landlord's Work, Landlord, as necessary and
appropriate, at its sole cost and expense, shall maintain or cause to be
maintained in forms and in amounts reasonably satisfactory to Landlord and
Tenant (i) workmen's compensation insurance for all employees of Landlord or
its contractor engaged on or with respect to the Property and Landlord's Work as
required by law, and (ii) builder's "completed value" insurance against "all
risks of physical loss," covering the total value of work performed and
equipment, supplies and materials furnished in connection with Landlord's Work.
Landlord shall provide satisfactory evidence of such insurance in force and
effect to Tenant prior to commencing Landlord's Work.

     Tenant's occupancy of the Property shall not constitute an acceptance of
Landlord's Work, or relieve Landlord of responsibility for any latent defects
in Landlord's Work, and additionally, Landlord warrants that Landlord's Work
shall be free of defects in workmanship, materials, and installation after
delivery of the Property to Tenant for a period of one (1) year after the Rent
Commencement Date relating to patent defects and for the Lease Term relating to
latent defects.

                                       15
<PAGE>

Within thirty (30) days after the Substantial Completion of Landlord's Work,
Landlord and Tenant shall meet and conduct an inspection of the Property for
purposes of identifying any defects in Landlord's Work and developing a punch
list of items for correction. No such inspection or identification is intended
to void or waive any obligations of Landlord hereunder or at law with respect to
the quality or conduct of Landlord's Work. Upon receipt of written notice from
Tenant of any defects in Landlord's Work warranted hereby, Landlord shall have
a duty to repair or replace such defective condition promptly and diligently, in
accordance with commercially reasonable standards. In the event that such
defective condition threatens or may be reasonably determined to threaten
damage or injury to Tenant's personal property or to persons on or about the
Property, Landlord shall take immediate action, including, without limitation,
emergency temporary measures, to alleviate any and all such threatened damage
or injury until permanent repairs or replacements are made. Landlord's failure
to take such immediate action as is required hereunder shall entitle Tenant to
take such action at Landlord's cost and Landlord shall reimburse Tenant for all
such costs reasonably incurred (collectively, "Emergency Costs") within thirty
(30) days of written demand therefor.

     On or prior to the Rent Commencement Date, Landlord shall deliver to
Tenant:

          (a)  A fully executed final certificate of occupancy for the Property,
to the extent available. If such certificate is not available at the Rent
Commencement Date (which unavailability shall in no way relieve Landlord's
obligation to deliver the Property to Tenant at such time in a condition that
Tenant may legally occupy), Landlord shall provide the same to Tenant as soon
as available.

          (b)  A list of all contractors, subcontractors and suppliers used for
the construction of the Property. Said list shall contain the following
information about each contractor, subcontractor or supplier: name, business
address, phone number (including area code), contact person for the project, and
state license number if required for the execution of work on the Property.

          (c)  Equipment operation manuals and catalogue data sheets on all
major equipment and/or fixtures used in the Property.

          (d)  Copies of all warranties and guarantees applying to the Property
which have been issued by the general contractor and/or any subcontractor.
Landlord shall assign such warranties to Tenant. To the extent available at the
commencement of the Lease Term, Landlord shall provide Tenant with copies of
all such warranties and guarantees, and to the extent not so available, to
Landlord's best knowledge, a list and material terms of all such warranties and
guarantees that Landlord expects to obtain in connection with the completion of
Landlord's Work.

          (e)  One (1) copy of final project record documents for the Property
including, without limitation, record specifications noted to indicate actual
as-built conditions and one (1) set of Mylar sepia reproducible record drawings
developed from red-lined project stick sets indicating actual as-built
conditions (which shall include plans and specifications for all systems
constructed by Landlord serving the Property).

          (f)  All certificates of insurance required by this Lease.

                                       16
<PAGE>

        Section 6.02. Exemption of Landlord from Liability. Landlord shall not
be liable for any damage or injury to the person, business (or any loss of
income therefrom), goods, wares, merchandise or other property of Tenant,
Tenant's employees, invitees, customers or any other person in or about the
Property, where such damage or injury is caused by or results from; (a) fire,
steam, electricity, water, gas or rain; (b) the breakage, leakage, obstruction
or other defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures or any other cause; or (c) conditions arising
in or about the Property, or from other sources or places. Landlord shall not be
liable for any such damage or injury even though the cause of or the means of
repairing such damage or injury are not accessible to Tenant. The provisions of
this Section 6.02 shall not, however, exempt Landlord from liability for
Landlord's negligence or willful misconduct nor from liability arising out of or
in connection with any defects in Landlord's Work, including, without
limitation, in connection with its duty to protect Tenant's personal property
and persons on the Property from damage or injury resulting therefrom.

        Section 6.03. Tenant's Obligations. During the entire Lease Term (and
Option Periods, if exercised), Tenant shall, at its sole cost and expense (other
than as expressly specified to the contrary herein), keep the Property
(including all structural, non-structural, interior, exterior, and landscaped
areas, portions, systems and equipment) in good order, condition and repair,
reasonable wear and tear and damage by casualty, condemnation, Landlord's
negligence or willful misconduct and defects in Landlord's Work excepted. Tenant
shall also maintain a preventive maintenance contract providing for the regular
inspection and maintenance of the heating and air conditioning system ("HVAC")
by a licensed heating and air conditioning contractor. All of Tenant's
obligations to maintain and repair shall be accomplished at Tenant's sole
expense. If Tenant fails to maintain and repair the Property, Landlord may, on
thirty (30) days' prior notice (except that no notice shall be required in case
of emergency) enter the Property and perform such repair and maintenance on
behalf of Tenant. In such case, Tenant shall reimburse Landlord for all costs so
reasonably incurred immediately upon demand. Notwithstanding, in the event that
Tenant makes any upgrades, repairs or replacements to the Property of a capital
nature (i.e., any such upgrades, repairs or replacements which add to the value
of the Property or extend the useful life of the improvements on the Property)
for any reason, including without limitation, by reason of charges in applicable
law or as a result of the deterioration of a component of the improvements due
to normal wear and tear, which upgrades or replacements are substantially
completed on a date after the fifteenth (15th) anniversary of the Rent
Commencement Date, Landlord agrees that upon the expiration or earlier
termination of this Lease Landlord shall reimburse Tenant, on a straight line
basis, without interest, for the unamortized costs borne by Tenant of such
upgrades, repairs and replacements based upon the anticipated useful life of
such upgrades and replacements as determined below. To facilitate reimbursement,
at the time of the completion of such upgrades or replacements, Landlord and
Tenant shall agree, in writing, upon the anticipated useful life of each capital
upgrade or replacement. If Landlord and Tenant are unable to agree, they shall
submit the determination of anticipated useful life to an independent,
unaffiliated arbitrator to be chosen and to conduct the determination pursuant
to the Commercial Rules of the American Arbitration Association, whose decision
shall be final and binding upon the parties. The parties shall equally bear the
costs of such arbitrator.

                                      17
<PAGE>

        Section 6.04. Landlord's Obligations. Except as is otherwise provided to
be Landlord's obligation to repair, maintain or replace any portion of the
Property and duty to protect Tenant's personal property and persons on the
Property from damage or injury pursuant to the provisions of this Article Six,
Article Seven (Damage and Destruction), and Article Eight (Condemnation),
Landlord shall have absolutely no responsibility to repair, maintain or replace
any portion of the Property at any time. Tenant waives the benefit of any
present or future law which might give Tenant the right to repair the Property
at Landlord's expense or to terminate the Lease due to the condition of the
Property unless the need for which is a result of Landlord's breach of its
warranties or of its maintenance and repair obligations relating to Landlord's
Work or its other obligations under this Lease.

        Section 6.05. Alterations, Additions, and Improvements.

        (a)    Tenant may make any non-structural alterations, additions or
improvements to the Property without Landlord's prior written consent, but shall
provide at least ten (10) days' prior written notice to Landlord if the
construction of such alterations, additions or improvements are expected to cost
in excess of One Hundred Thousand Dollars ($100,000). Tenant shall not make any
structural alterations, additions, or improvements to the Property without
Landlord's prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed. Tenant shall promptly remove any structural
alterations, additions or improvements constructed in violation of this Section
6.05(a) upon Landlord's written request. All alterations, additions, and
improvements will be accomplished in a good and workmanlike manner and in
conformity with all applicable laws and regulations. Upon completion of any
such structural work or other work requiring prior notice to Landlord, Tenant
shall provide Landlord with "as-built" plans, copies of specifications, and
proof of payment of all contractors, subcontractors and materialmen.

        (b)    Tenant shall pay when due all claims for labor and material
furnished to the Property by Tenant. Tenant shall give Landlord at least ten
(10) days prior written notice of the commencement of any work of improvement on
the Property. Landlord may elect to record and post notices of
non-responsibility on the Property.

        (c)    If Tenant makes any alterations, additions, or improvements to
the Property for which Tenant cannot directly obtain insurance coverage for
casualty thereto, Tenant may request Landlord to obtain, at Tenant's cost, an
endorsement to the policy of hazard insurance required to be carried pursuant to
Section 4.04(b) hereof including all such alterations, additions, or
improvements under such policy with Tenant designated as the loss-payee under
all such endorsements.

        Section 6.06. Condition upon Termination. Upon the termination of the
Lease, Tenant shall surrender the Property to Landlord, broom clean and in
compliance with Sections 6.03 and 6.05(a). Tenant shall have no obligation to
remove any alterations, additions or improvements made in compliance with this
Lease, except in the event that Landlord has notified Tenant in writing at the
time consent was granted, that the structural alterations, additions, or
improvements will likely impair the use of the Property after the expiration of
the Lease, in which event Tenant shall remove such structural alterations if so
requested by Landlord in a

                                       18
<PAGE>

second writing delivered at any time prior to the last six (6) months of the
Lease Term. Tenant shall repair, at Tenant's expense, any damage to the Property
caused by the removal of any machinery or equipment. In no event, however, shall
Tenant remove any of the following materials or equipment without Landlord's
prior written consent: any power wiring or power panels; lighting or lighting
fixtures; wall coverings; drapes, blinds or other window coverings; carpets or
other floor coverings; heaters, air conditioners or any other heating or air
conditioning equipment; fencing or security gates; or other similar building
operating equipment and decorations.

        ARTICLE SEVEN: DAMAGE OR DESTRUCTION

        Section 7.01. Damage to Property. Tenant shall notify Landlord in
writing immediately upon the occurrence of any damage to the Property.

        (a)    Insured. If the Property or any alterations or improvements made
thereto by Tenant are damaged by a peril covered under the type of insurance
that Landlord is required to maintain pursuant to Section 4.04(b), subject to
Section 7.02 hereof, this Lease shall remain in effect and Landlord, at its sole
cost, subject to reimbursement by Tenant for the deductible as set forth in
Section 4.04(c) within thirty (30) days of written notice of Landlord's
commencement of repairs, shall repair the damage as soon as reasonably possible,
which in no event shall exceed one (1) year from the date of destruction unless
Tenant had the option to terminate this Lease pursuant to Section 7.02 and
declined to do so, in which event Landlord shall have that period of time
estimated for repair in its notice sent to Tenant pursuant to Section 7.02 to
complete the repair and restoration.

        (b)    Uninsured. If the cause of the damage is not covered by the type
of insurance policies which Landlord is required to maintain under Section
4.04(b) and, subject to Section 7.02 hereof, (1) if the costs to repair such
damage are less than or equal to (A) $500,000 for any damage occurring at any
time prior to the First Adjustment Date, or (B) five percent (5%) of the then
replacement cost of the Property (excluding land) (the "Replacement Cost") for
any damage occurring at any time thereafter, Landlord shall repair the damage,
at its sole cost, as soon as reasonably possible, which in no event shall
exceed one (1) year from the date of destruction, or (2) if the costs to repair
such damage exceed (C) $500,000 for any damage occurring at any time prior to
the First Adjustment Date, or (D) five percent (5%) of the Replacement Cost for
any damage occurring at any time thereafter, Landlord may elect either to (i)
repair the damage, at its sole cost, as soon as reasonably possible, which in
no event shall exceed one (1) year from the date of destruction, in which case
this Lease shall remain in full force and effect and Landlord shall diligently
repair the damage, or (ii) terminate this Lease as of the date the damage
occurred. Landlord shall notify Tenant within thirty (30) days after receipt of
notice of the occurrence of the damage, whether Landlord elects to repair the
damage or terminate the Lease. If Landlord elects to terminate this Lease,
Tenant may elect to void Landlord's termination and continue this Lease in full
force and effect, in which case Tenant shall repair any damage to the Property
at Tenant's cost and expense, subject however to Landlord's obligation to pay
to Tenant (A) the first repair costs equal to $500,000 for any damage occurring
prior to the First Adjustment Date or (B) the first repair costs equal to five

                                       19
<PAGE>

percent (5%) of the Replacement Cost for any damage occurring thereafter (as
appropriate, "Landlord's Contribution"). Tenant shall give Landlord written
notice of such election within ten (10) days after receiving Landlord's
termination notice. If Tenant elects to repair, Landlord shall pay to Tenant
the Landlord's Contribution in progress payments within thirty (30) days after
receipt of billing from Tenant.

        (c)    End of the Term. If damage to the Property exceeding twenty
percent (20%) of the Replacement Cost occurs during the last one hundred eighty
(180) days of the Lease Term (including any then exercised Option Periods),
Landlord may elect (by written notice to Tenant given within ten (10) days
after the date of the damage) to terminate this Lease as of the date the damage
occurred.

        (d)    Landlord's Failure to Timely Repair. In the event Landlord fails
to repair the Property within the timeframes set forth in this Section 7.01,
absent any force majeure delays, which delays shall operate to extend the time
frames set forth herein one (1) day for each day of force majeure delay, Tenant
may, in accordance with the provisions set forth in Section 13.03(c) hereof,
elect to terminate this Lease, in a writing delivered to Landlord, at any time
prior to Landlord's substantial completion of the repair of the Property to the
condition existing prior to the casualty in question.

        Section 7.02. Destruction where Estimated Time of Repair is in Excess
of a Year. If the Property is destroyed by any cause whatsoever to the extent
that the time to repair or restore the Property is reasonably estimated by
Landlord to be in excess of one (1) year after the date of destruction, Tenant
shall have the right to terminate this Lease as of the date the destruction
occurred, regardless of whether Landlord receives any insurance proceeds, by
delivering written notice of such election to Landlord within fifteen (15) days
after receipt of Landlord's written determination of the time to repair.
Landlord shall notify Tenant of its determination of the time to repair within
thirty (30) days after the occurrence of the destruction. In the event Tenant
elects to terminate the Lease, Tenant shall be entitled to that portion of the
insurance proceeds, if any, attributable to any alterations, additions, or
improvements to the Property made by Tenant and insured for under the
endorsements obtained pursuant to Section 6.05(c) hereof, and, if Landlord
receives such proceeds, Landlord shall deliver such proceeds to Tenant within
fifteen (15) days of receipt of such proceeds from its insurer.

        Section 7.03. Temporary Reduction of Rent. If the Property is
destroyed or damaged and Landlord or Tenant repairs or restores the Property
pursuant to the provisions of this Article Seven, any rent payable during the
period of such damage, repair and/or restoration, including, without limitation,
for reimbursement of Real Property Taxes and insurance premiums, shall be
reduced according to the degree, if any, to which Tenant's use of the Property
is impaired. However, the reduction shall not exceed the sum of one year's
payment of Base Rent, insurance premiums and Real Property Taxes ("One Year's
Reduction"). Absent any breach of Landlord's obligations to diligently pursue
and complete the repair and reconstruction of the Property as provided herein,
except for such possible reduction in Base Rent, insurance premiums and Real
Property Taxes, Tenant shall not be entitled to any compensation, reduction, or
reimbursement from Landlord as a result of any damage, destruction, repair, or
restoration of or to the Property where Landlord or Tenant repairs or restores
the Property pursuant hereto. Landlord's willful

                                       20
<PAGE>

failure to diligently pursue and timely complete the repair and restoration of
the Property within the timeframes provided in this Article Seven shall entitle
Tenant, in addition to the reduction set forth above, either (i) to offset rent
due hereunder (either during or after restoration) in an additional amount of
the daily reduction then or previously in effect (or twice such daily reduction
amount if One Year's Reduction has already been applied against rent prior to
the completion of the repair or restoration) for each day beyond the outside
date upon which Landlord was to have completed the repair or restoration, or
(ii) to collect from Landlord, within fifteen (15) days of the expiration of the
Lease Term, the same amount as set forth in (i) immediately above, in cash, if
the Lease Term expires prior to the application of all amounts to be offset in
(i) immediately above, prorated for the rent already then offset in (i)
immediately above, if any.

        Section 7.04. Waiver. Landlord and Tenant waive the protection of any
statute, code or judicial decision which grants a right to terminate a lease in
the event of the substantial destruction of the leased property. The parties
agree that the provisions of this Article Seven shall govern the rights and
obligation of Landlord and Tenant in the event of any damage or destruction to
the Property.

        ARTICLE EIGHT: CONDEMNATION

        If all or any portion of the Property is taken under the power of
eminent domain or sold under the threat of that power (all of which are called
"Condemnation"), this Lease shall terminate as to the part taken or sold on the
date the condemning authority takes title or possession, whichever occurs first.
If more than ten percent (10%) of either (i) the floor area of the building
which is located on the Property, or (ii) the other improved areas of the
Property, is taken, Tenant may terminate this Lease as of the date the
condemning authority takes title or possession, by delivering written notice to
Landlord within thirty (30) days after receipt of written notice of such taking
(or in the absence of such notice, within thirty (30) days after the condemning
authority takes possession). If Tenant does not terminate this Lease, this Lease
shall remain in effect as to the portion of the Property not taken, except that
the Base Rent shall be reduced in proportion to the reduction in Tenant's
ability to effectively utilize the facilities on the Property from that prior to
the taking. Such proportionate reduction in ability to utilize the facilities on
the Property shall be measured by direct comparison to the proportionate
reduction in receipts and transfers of Tenant's products to and from the
facilities on the Property for each three (3) month period immediately prior to
and after the effective date of the condemnation. Tenant reserves the right to
prosecute its claim for an award from the condemning authority based on its
leasehold interest in this Lease without impairing the rights of Landlord. If
this entire Lease is not terminated, Landlord shall repair any damage to the
Property caused by the Condemnation as soon as reasonably possible, but, in all
events, within one hundred eighty (180) days of the Condemnation, except that
Landlord shall not be obligated to repair any damage for which Tenant has been
reimbursed by the condemning authority. In the event Landlord fails to repair
the Property within the timeframes set forth in this Article Eight, absent any
force majeure delays, which shall operate to extend the time frames one (1) day
for each day of force majeure delay, Tenant may, in accordance with the
provisions set forth in Section 13.03(c) hereof, elect

                                       21
<PAGE>

to terminate this Lease, in a writing delivered to Landlord, at any time prior
to Landlord's substantial completion of the repair of the Property.

        ARTICLE NINE: ASSIGNMENT AND SUBLETTING

        Section 9.01. Landlord's Consent Required. Except as provided in Section
9.02 below, no portion of the Property or of Tenant's interest in this Lease
may be acquired by any other person or entity, whether by assignment, mortgage,
sublease, transfer, operation of law, or act of Tenant, without Landlord's prior
written consent. Landlord shall grant or withhold its consent as provided in
Section 9.04 below. Any attempted transfer without prior written consent shall
be void and shall constitute a breach of this Lease.

        Section 9.02. Corporate; Partial Subletting. Notwithstanding anything to
the contrary contained in this Lease, Tenant shall have the right, without
Landlord's prior written consent, to assign this Lease or sublet the Property to
a corporation or other legal entity with which Tenant may merge or consolidate,
or in connection with the sale of all or a portion of Tenant's assets, or to any
parent or subsidiary of Tenant or a subsidiary of Tenant's parent. The sale of
stock or other ownership or voting interests in Tenant by any shareholder or
owner of Tenant shall not constitute an assignment under the terms of this
Lease. Additionally, Tenant may sublet up to twenty-five percent (25%) of the
Property for periods not to exceed five (5) years without need for Landlord's
prior consent as long as the use of the sublet portion of the Property is
substantially similar to Tenant's use of the remainder of the Property. Tenant
shall provide Landlord with written notice of any such subletting and a copy of
the executed sublease. Any provisions of this Lease which purport to grant to
Landlord certain rights to take effect precedent to, or in event of assignment
or subletting, shall not apply to an assignment or sublet within the scope of
this Section.

        Section 9.03. No Release of Tenant. No transfer permitted by this
Article Nine, whether with or without Landlord's prior written consent, shall
release Tenant or change Tenant's primary liability to pay the rent and to
perform all other obligations of Tenant under this Lease. Landlord's acceptance
of rent from any other person is not a waiver of any provision of this Article
Nine. Consent to one transfer is not a consent to any subsequent transfer. If
Tenant's transferee defaults under this Lease, Landlord may proceed directly
against Tenant without pursuing remedies against the transferee. Landlord may
consent to subsequent assignments or modifications of this Lease by Tenant's
transferee, with written notice to Tenant but without obtaining Tenant's consent
except in the event of subsequent assignments, which consent Tenant shall not
unreasonably withhold. Such action shall not relieve Tenant's liability under
this Lease.

        Section 9.04. Landlord's Election. Tenant's request for consent to any
transfer described in Section 9.01 above shall be accompanied by a written
statement setting forth the nature of the proposed transfer, and the name and
business of the prospective transferee. Landlord shall have the right (a) to
withhold consent, if reasonable; or (b) to grant consent. Landlord shall act
affirmatively to grant or withhold consent within forty-five (45) days of
receipt of the request for consent. If Landlord fails to act, Tenant may supply
one (1) additional

                                       22
<PAGE>

written request for consent for which Landlord's failure to act within three (3)
business days after delivery shall be deemed to grant Landlord's consent to the
transaction described in the request.

        ARTICLE TEN: DEFAULTS; REMEDIES

        Section 10.01. Covenants and Conditions. Time is of the essence in the
performance of all covenants and conditions.

        Section 10.02. Defaults. Tenant shall be in "Material Default" under
this Lease:

        (a) If Tenant abandons the Property (i.e., vacates the Property and
otherwise fails to meets its leasehold obligations) or if Tenant's vacation of
the Property results in the cancellation of any insurance described in Section
4.04, which abandonment or cancellation is not undone within fifteen (15) days
after Tenant's receipt of written notice thereof from Landlord;

        (b) If Tenant fails to pay rent or any other charge required to be paid
by Tenant, as and when due, and such failure continues for ten (10) days after
Tenant's receipt of written notice thereof from Landlord;

        (c) If Tenant fails to perform any of Tenant's non-monetary obligations
under this Lease for a period of thirty (30) days after written notice from
Landlord; provided that if more than thirty (30) days are required to complete
such performance, Tenant shall not be in default if Tenant commences such
performance within the thirty (30) day period and thereafter diligently pursues
its completion. The notice required by this Section is intended to satisfy any
and all notice requirements imposed by law on Landlord and is not in addition to
any such requirement; and

        (d) (i) If Tenant makes a general assignment or general arrangement
for the benefit of creditors; (ii) if a petition for adjudication of bankruptcy
or for reorganization or rearrangement is filed by or against Tenant and is not
dismissed within thirty (30) days; (iii) if a trustee or receiver is appointed
to take possession of substantially all of Tenant's assets located at the
Property or of Tenant's interest in this Lease and possession is not restored to
Tenant within thirty (30) days; or (iv) if substantially all of Tenant's assets
located at the Property or of Tenant's interest in this Lease is subjected to
attachment, execution or other judicial seizure which is not discharged within
thirty (30) days. If a court of competent jurisdiction determines that any of
the acts described in this subparagraph (d) is not a default under this Lease,
and a trustee is appointed to take possession (or if Tenant remains a debtor in
possession) and such trustee or Tenant transfers Tenant's interest hereunder,
then Landlord shall receive, as Additional Rent, the difference between the rent
(or any other consideration) paid in connection with such assignment or
sublease and the rent payable by Tenant hereunder.

        Section 10.03. Remedies. On the occurrence of any Material Default by
Tenant, Landlord may, at any time thereafter, with or without notice or demand
and without limiting Landlord in the exercise of any right or remedy which
Landlord may have:

                                       23
<PAGE>

        (a) Terminate Tenant's right to possession of the Property by any lawful
means, in which case this Lease shall terminate and Tenant shall immediately
surrender possession of the Property to Landlord. In such event, Landlord shall
be entitled to recover from Tenant all damages incurred by Landlord by reason of
the Material Default, including (i) the worth at the time of the award of the
unpaid Base Rent, Additional Rent and other charges which had been earned at
the time of the termination; (ii) the worth at the time of the award of the
amount by which the unpaid Base Rent, Additional Rent and other charges which
would have been earned after termination until the time of the award exceeds the
amount of such rental loss that Tenant proves could have been reasonably
avoided; (iii) the worth at the time of the award of the amount by which the
unpaid Base Rent, Additional Rent and other charges which would have been paid
for the balance of the term after the time of award exceeds the amount of such
rental loss that Tenant proves could have been reasonably avoided; and (iv) any
other amount necessary to compensate Landlord for all the detriment proximately
caused by Tenant's failure to perform its obligations under the Lease or which
in the ordinary course of things would be likely to result therefrom, including,
but not limited to, any costs or expenses incurred by Landlord in maintaining or
preserving the Property after such default, the cost of recovering possession of
the Property, expenses of reletting, including necessary renovation or
alteration of the Property, Landlord's reasonable attorneys' fees incurred in
connection therewith, and any real estate commission paid or payable. As used in
subparts (i) and (ii) above, the "worth at the time of the award" is computed by
allowing interest on unpaid amounts at the legal rate payable on unpaid
judgments under applicable law. As used in subpart (iii) above, the "worth at
the time of the award" is computed by discounting such amount at the discount
rate of the Federal Reserve Bank of San Francisco at the time of the award, plus
1%. If Tenant shall have abandoned the Property, Landlord shall have the option
of (i) retaking possession of the Property and recovering from Tenant the amount
specified in this Section 10.03(a), or (ii) proceeding under Section 10.03(b);

        (b) Maintain Tenant's right to possession, in which case this Lease
shall continue in effect whether or not Tenant shall have abandoned the
Property. In such event, Landlord shall be entitled to enforce all of Landlord's
rights and remedies under this Lease, including the right to recover the rent
as it becomes due hereunder;

        (c) Pursue any other remedy now or hereafter available to Landlord under
the laws or judicial decisions of the state in which the Property is located.
Notwithstanding any contrary implication or expression contained herein or as
may be available under applicable law, Landlord shall not disturb Tenant's quiet
and peaceable possession on and enjoyment of the Property, except through resort
to legal process, and agrees to enforce its rights and remedies under this Lease
to recover possession of the Property only through legal process, and hereby
waives for the benefit of Tenant any and all self-help rights to recover
possession of the Property.

        Section 10.04. Cumulative Remedies. Landlord's or Tenant's exercise of
any right or remedy shall not prevent either from exercising any other right or
remedy available to it hereunder.

ARTICLE ELEVEN: PROTECTION OF LENDERS

                                       24
<PAGE>

        Section 11.01. Subordination. Landlord covenants to obtain from each
lender the security for whose loan encumbers the Property at the time of
execution of this Lease or at any time prior to the Rent Commencement Date
("Lender"), and from each lessor whose interest in the Property is paramount to
Landlord's at the time of execution of this Lease or at any time prior to the
Rent Commencement Date ("Overlessor"), an executed agreement ("Nondisturbance
Agreement") assuring Tenant that notwithstanding any default by Landlord to the
Lender or Overlessor, or any foreclosure or deed in lieu thereof (or
Overlessor's termination proceedings), Tenant's rights under this Lease shall
continue in full force and effect and its possession of the Property shall
remain undisturbed so long as Tenant is not in Material Default hereunder so as
to permit termination of its right to possession. Tenant will, upon request, be
a party to such an agreement, and will agree that if such Lender or Overlessor
succeeds to the interest of Landlord, Tenant will attorn to and recognize said
party as its Landlord under the terms of this Lease. Such agreement(s) shall be
in the form reasonably acceptable to Tenant; provided, however, Tenant agrees
that the form of the Subordination, Non-Disturbance and Attornment Agreement
attached hereto as Exhibit E is acceptable.
                   ---------

        Tenant agrees to subordinate this Lease to any ground lease, deed of
trust or mortgage encumbering the Property, any advances made on the security
thereof and any renewals, modifications, consolidations or extensions thereof,
whenever made or recorded, provided that such ground lessor or mortgagee
executes a Nondisturbance Agreement in a form reasonably acceptable to Tenant or
in the form attached hereto as Exhibit E. If any ground lessor, beneficiary or
                               ---------
mortgagee elects to make this Lease prior to the lien of its ground lease, deed
of trust or mortgage and gives written notice thereof to Tenant, this Lease
shall be deemed prior to such ground lease, deed of trust or mortgage whether
this Lease is dated prior or subsequent to the date of said ground lease, deed
of trust or mortgage or the date of recording thereof.

        Section 11.02. Attornment. If Landlord's interest in the Property is
acquired by any ground lessor, beneficiary under a deed of trust, mortgagee, or
purchaser at a foreclosure sale, Tenant shall attorn to the transferee of or
successor to Landlord's interest in the Property and recognize such transferee
or successor as Landlord under this Lease. Tenant waives the protection of any
statute or rule of law which gives or purports to give Tenant any right to
terminate this Lease or surrender possession of the Property upon the transfer
of Landlord's interest.

        Section 11.03. Estoppel Certificates. Within ten (10) business days
after receipt of Landlord's written request, Tenant shall execute, acknowledge
and deliver to Landlord a written statement certifying: (i) that none of the
terms or provisions of this Lease have been changed (or if they have been
changed, stating how they have been changed); (ii) that this Lease has not been
canceled or terminated; (iii) the last date of payment of the Base Rent and
other charges and the time period covered by such payment; (iv) that, to
Tenant's knowledge, Landlord is not in default under this Lease (or, if Landlord
is claimed to be in default, stating why); and (v) such other factual matters
to Tenant's knowledge as may be reasonably required by Landlord, a contract
purchaser from Landlord or the holder of a mortgage, deed of trust or lien to
which the Property is or becomes subject. Any such statement by Tenant may be
given by Landlord to any

                                       25
<PAGE>

prospective purchaser or encumbrancer of the Property. Such purchaser or
encumbrancer may rely conclusively upon such statement as true and correct.

        Section 11.04. Tenant's Financial Condition. Within ten (10) days after
written request from Landlord, but no more often than once annually, Tenant
shall deliver to Landlord any publicly available financial statements or reports
(i.e., those filed with the Securities and Exchange Commission) requested by
Landlord to verify the net worth of Tenant, and Landlord may request similar
financial information from any of Tenant's assignees or subtenants. In addition,
Tenant shall deliver to any lender designated by Landlord any such financial
statements or reports required by such lender to facilitate the financing or
refinancing of the Property. All financial statements or reports shall be
confidential only to the extent not publicly available and shall be used only
for the purposes set forth herein.

        ARTICLE TWELVE: LEGAL COSTS

        Section 12.01. Legal Proceedings. If any action for breach of or to
enforce the provisions of this Lease is commenced, the court in such action
shall award to the party in whose favor judgment is entered, a reasonable sum as
attorneys fees and costs. Such attorneys' fees and costs shall be paid by the
losing party in such action.

        Tenant shall also indemnify Landlord against and hold Landlord harmless
from all costs, expenses, demands and liability incurred by Landlord if Landlord
becomes or is made a party to any claim or action (a) instituted by Tenant, or
by any third party against Tenant, or by or against any person holding any
interest under or using the Property by license of or agreement with Tenant; (b)
for foreclosure of any lien for labor or material furnished to or for Tenant or
such other person; (c) otherwise arising out of or resulting from any act or
transaction of Tenant or such other person; or (d) necessary to protect
Landlord's interest under this Lease in a bankruptcy proceeding, or other
proceeding under Title 11 of the United States Code, as amended, by or against
Tenant. Tenant shall defend Landlord against any such claim or action at
Tenant's expense or, at Landlord's election, Tenant shall reimburse Landlord for
any legal fees or costs reasonably incurred by Landlord in any such claim or
action.

        Landlord shall also indemnify Tenant against and hold Tenant harmless
from all costs, expenses, demands and liability incurred by Tenant if Tenant
becomes or is made a party to any claim or action (a) instituted by Landlord, or
by any third party against Landlord, or by or against any person holding any
interest under or using the Property by license of or agreement with Landlord;
(b) for foreclosure of any lien for labor or material furnished to or for
Landlord or such other person; (c) otherwise arising out of or resulting from
any act or transaction of Landlord or such other person; or (d) necessary to
protect Tenant's interest under this Lease in a bankruptcy proceeding, or other
proceeding under Title 11 of the United States Code, as amended, by or against
Landlord. Landlord shall defend Tenant against any such claim or action at
Landlord's expense, at Tenant's election, Landlord shall reimburse Tenant for
any legal fees or costs reasonably incurred by Tenant in any such claim or
action.

                                       26
<PAGE>

        Section 12.02. Landlord's Consent. Tenant shall pay Landlord's
reasonable attorneys' fees incurred in connection with Tenant's request for
Landlord's consent under Article Nine (Assignment and Subletting), but in no
event shall Tenant be obligated to pay more than fifteen hundred dollars
($1,500.00).

        ARTICLE THIRTEEN: MISCELLANEOUS PROVISIONS

        Section 13.01. Non-Discrimination. Tenant shall indemnify and hold
harmless Landlord from and against any claims relating to discrimination
against, or segregation of, any person or group of persons on the basis of race,
color, sex, creed, national origin or ancestry in the leasing, subleasing,
transferring, occupancy, tenure or use of the Property or any portion thereof by
Tenant.

        Section 13.02. Consents. Wherever in this Lease Landlord or Tenant is
required to give its consent or approval to any action on the part of the other,
such consent or approval shall not be unreasonably withheld, delayed or
conditioned.

        Section 13.03. Landlord's Liability; Certain Duties

        (a) As used in this Lease, the term "Landlord" means only the current
owner or owners of the fee title to the Property or the leasehold estate under a
ground lease of the Property at the time in question. Each Landlord is obligated
to perform the obligations of Landlord under this Lease only during the time
such Landlord owns such interest or title. Any Landlord who transfers its title
or interest is relieved of all liability with respect to the obligations of
Landlord under this Lease to be performed on or after the date of transfer, but
only to the extent the new Landlord has succeeded to the liability. However,
each Landlord shall deliver to its transferee all funds previously paid by
Tenant if such funds have not yet been applied under the terms of this Lease.

        (b) Tenant shall give written notice of any failure by Landlord to
perform any of its obligations under this Lease to Landlord and to any ground
lessor, mortgagee or beneficiary under any deed of trust encumbering the
Property whose name and address have been furnished to Tenant in writing.
Landlord shall not be in default under this Lease unless Landlord (or such
ground lessor, mortgagee or beneficiary) fails to cure such non-performance
within thirty (30) days after receipt of Tenant's notice. However, if such non-
performance reasonably requires more than thirty (30) days to cure, Landlord
shall not be in default if such cure is commenced within such thirty (30) day
period and thereafter diligently pursued to completion. In the event of
Landlord's default hereunder beyond any applicable cure period, Tenant shall be
entitled to pursue any and all available remedies, excluding the right to
terminate this Lease except in strict accordance with Section 13.03 hereof or in
any circumstance where Landlord's default hereunder has resulted in an actual or
constructive eviction of Tenant from the Property.

        (c) Tenant agrees that Tenant shall not have the right to terminate this
Lease as a result of Landlord's default hereunder except as expressly provided
in:

                                       27
<PAGE>

               (i)    Sections 3.03 and 6.01 of this Lease, without further
                      notice or time to cure;

               (ii)   Section 7.01(d) and Article Eight of this Lease, upon
                      delivery of written notice of Landlord's failure to timely
                      achieve substantial completion of the repair of the
                      Property as provided therein and the passage of sixty (60)
                      days after delivery of such notice without Landlord's
                      achieving substantial completion thereof; and

               (iii)  Section 13.03(b), without further notice or time to cure.

        Section 13.04. Severability. A determination by a court of competent
jurisdiction that any provision of this Lease or any part thereof is illegal or
unenforceable shall not cancel or invalidate the remainder of such provision or
this Lease, which shall remain in full force and effect.

        Section 13.05. Interpretation. The captions of the Articles or Sections
of this Lease are to assist the parties in reading this Lease and are not apart
of the terms or provisions of this Lease. Whenever required by the context of
this Lease, the singular shall include the plural and the plural shall include
the singular. The masculine, feminine and neuter genders shall each include the
other. In any provision relating to the conduct, acts or omissions of Tenant,
the term "Tenant" shall include, as reasonably appropriate, Tenant's agents,
employees, contractors, successors or others using the Property with Tenant's
expressed or implied permission. In any provision relating to the conduct, acts
or omissions of Landlord, the term "Landlord" shall include, as reasonably
appropriate, Landlord's members, agents, employees, contractors, successors or
others using the Property with Landlord's expressed or implied permission.

        Section 13.06. Incorporation of Prior Agreements; Modifications. This
Lease is the only agreement between the parties pertaining to the Lease of the
Property and no other agreements are effective. All amendments to this Lease
shall be in writing and signed by all parties. Any other attempted amendment
shall be void.

        Section 13.07. Notices. All notices required or permitted under this
Lease shall be in writing and shall be personally delivered or sent by
certified mail, or by nationally recognized overnight courier service, return
receipt requested, postage prepaid. Notices to Tenant shall be delivered to the
address specified in Section 1.03 above. Notices to Landlord shall be delivered
to the address specified in Section 1.02 above. All notices shall be effective
upon delivery or refusal in accordance with this Section 13.07. Either party may
change its notice address upon written notice to the other party.

        Section 13.08. Waivers. All waivers must be in writing and signed by the
waiving party. A party's failure to enforce any provision of this Lease or
Landlord's acceptance of rent shall not be a waiver and shall not prevent the
other party from enforcing that provision or any other provision of this Lease
in the future. No statement on a payment check from Tenant or in a letter
accompanying a payment check shall be binding on Landlord. Landlord may, with or

                                       28
<PAGE>

without notice to Tenant, negotiate such check without it being bound to the
conditions of such statement.

        Section 13.09. No Recordation. Tenant shall not record this Lease
without prior written consent from Landlord. However, either Landlord or Tenant
may, at the requiring parties' sole cost and expense, require that a "Short
Form" memorandum of this Lease executed by both parties be recorded.

        Section 13.10. Binding Effect; Choice of Law. This Lease binds any
party who legally acquires any rights or interest in this Lease from Landlord
or Tenant. However, Landlord shall have no obligation to Tenant's successor
unless the rights or interests of Tenant's successor are acquired in accordance
with the terms of this Lease. The laws of the state in which the Property is
located shall govern this Lease.

        Section 13.11. Corporate Authority; Limited Liability Company
Authority. If either party to this Lease is a corporation, such party represents
that each person signing this Lease on behalf of such party has full authority
to do so and that this Lease binds the corporation. If either party is a limited
liability company, such party represents that each person signing this Lease on
behalf of such party is a manager of the limited liability company and has full
authority to sign for the limited liability company and that this Lease binds
the limited liability company.

        Section 13.12. Joint and Several Liability. All parties signing this
Lease as Landlord or Tenant, respectively, shall be jointly and severally liable
for all obligations of such party.

        Section 13.13. Force Majeure. If either party cannot perform any of its
obligations due to certain events described below beyond such party's control,
the time provided for performing such obligations shall be extended by a period
of time equal to the duration of such events. Events beyond a party's control
invoking application of this provision include and are limited to, acts of God,
war, civil commotion, fire, flood or other natural casualty, delay or failure of
government authorities to grant necessary approvals and permits for construction
as permitted herein (provided each responsible party has submitted all
appropriate applications and information for such approvals and diligently
pursued same thereafter), government regulation or restriction, and major
weather differences from the normal weather conditions for the Hampton Roads,
Virginia, area. Any party claiming any excused period of delay pursuant to this
Section 13.13 shall notify the other party in writing of such claim within
fifteen (15) business days of its claimed commencement of such period, the
failure of which shall waive any right to claim such excused delays prior to
such fifteen (15) business day period.

        Section 13.14. Time. Time is of the essence in the performance of each
provision of this Lease.

        Section 13.15. Landlord's Title Warranties. Landlord covenants that
Landlord has lawful title to the Property (or in the alternative has a valid
and binding contract to purchase the Property) and full right to make this
Lease. Landlord has provided Tenant with a title commitment from Pioneer Title
(the "Title Insurer"), dated August 31, 2000 and numbered 7013-31,979
evidencing the status of title to the Property. Landlord further covenants that
at the

                                       29
<PAGE>

Commencement Date the Property will be free from all other encumbrances, except
those set forth in Exhibit F attached hereto and incorporated by this reference
                   ---------
(the "Permitted Exceptions"). Landlord shall cause the issuance of a policy of
title insurance for the benefit of Tenant, at Tenant's expense, from the Title
Insurer, in the amount of Landlord's Total Cost, in a form reasonably
acceptable to Tenant, dated as of the Rent Commencement Date insuring that
Tenant holds the leasehold interest under this Lease, subject only to the lien
of regular taxes, not yet due and payable, the Permitted Exceptions, any liens
created by Tenant, and the terms of this Lease and the Nondisturbance Agreement
(the "Title Policy").

        Section 13.16. Timely Billing of Charges. All charges due from Tenant to
Landlord for which Tenant must be billed by Landlord must be billed within
twenty-four (24) months after the close of the calendar year in which the charge
is incurred by Landlord or Landlord will have waived its right to reimbursement
which may have been established in any paragraph of this Lease.

        Section 13.17. Exhibits/Schedules. The following Exhibits and Schedules
are attached hereto and are hereby incorporated by reference:

                            Exhibit A   - Legal Description of the Property
                            Exhibit B   - Site Plan
                            Exhibit C   - Landlord's Work
                            Exhibit C-l - Project Budget
                            Exhibit D   - Project Schedule
                            Exhibit E   - Subordination, Non-Disturbance
                                             and Attornment Agreement
                            Exhibit F   - Title Exceptions
                            Exhibit G   - Legal Description of
                                             Expansion Property
                            Exhibit H   - Expansion Building Plans

        ARTICLE FOURTEEN: BROKERS

        Section 14.01. Tenant shall pay Tenant's Broker a commission in
connection with this Lease in the manner and in the amount and in accordance
with all other terms and conditions set forth in a separate written agreement by
and between Tenant and Tenant's Broker.

        Section 14.02. Intentionally omitted.

        Section 14.03. No Other Brokers. Tenant represents and warrants to
Landlord that the Brokers named in Sections 1.08 and 1.09 above are the only
agents, brokers, finders or other parties with whom Tenant has dealt who are or
may be entitled to any commission or fee with respect to this Lease or the
Property.

        ARTICLE FIFTEEN: OPTION TO EXPAND

                                       30
<PAGE>

        Section 15.01. Expansion Option. Landlord grants to Tenant one (1)
option to expand the Property ("Expansion Option") to add to the Property (i)
approximately 6.6 acres of land described in Exhibit G attached hereto
                                             ---------
("Expansion Property"), and (ii) approximately 100,000 square feet of
improvements to the Expansion Property to be constructed thereon, as described
in Exhibit H hereto ("Expansion Building"). Tenant's privilege to exercise the
   ---------
Expansion Option is expressly conditioned upon Tenant not being in default
(beyond all applicable cure periods) at the time the Expansion Option is
exercised and not being in default (beyond all applicable cure periods) between
the time the Expansion Option is exercised and the time the Expansion Property
and the Expansion Building are delivered, as provided below.

        Section 15.02. Exercise of Expansion Option.

        (a) Tenant shall have the right (i) to expand the Property to include
the Expansion Property and the Expansion Building by tendering written notice
(the "Expansion Notice") to Landlord no later than the third (3/rd/)
anniversary of the Rent Commencement Date.

        (b) In the event that Tenant properly delivers the Expansion Notice,
Landlord shall deliver the Expansion Property and the Expansion Building to
Tenant within six (6) months after delivery of the Expansion Notice, at the sole
cost of Landlord, in a condition, in quality and design, and through a process,
consistent with the conduct of Landlord's Work initially performed on the
Property pursuant to Section 6.01 hereof, and in accordance with Exhibit H
                                                                 ---------
hereto (which shall require, among other things, that Landlord shall first
construct the access road on the Expansion Property for the Expansion Building,
and that all construction work shall be conducted and completed in a manner
which shall not interfere with Tenant's then ongoing operations on the
Property). Upon delivery of the Expansion Notice, the Expansion Property and the
Expansion Building shall be part of the Property under the Lease (accordingly,
the term "Property" in the Lease shall thereafter refer to the landlord
improvements included in the Property immediately before delivery). Tenant's
lease of the Expansion Property and the Expansion Building shall be on the same
terms and conditions then in effect for the Property at the time of delivery of
the Expansion Notice, and shall be coterminous with the lease of the initial
Property, as may be extended; provided, however, that the annual Base Rent
applicable to the Expansion Land and the Expansion Building shall be equal to
twelve percent (12%) of Landlord`s Total Cost incurred in connection with the
acquisition and construction of the Expansion Land and the Expansion Building
(the budget for which shall be reasonably approved by Tenant, in writing, prior
to Landlord's incurrence of any such costs and otherwise subject to the terms of
Section 3.02 hereof relating to their inclusion in Landlord's Total Cost), to be
adjusted in the same manner and at the same time as annual Base Rent is adjusted
for the initial Property, commencing on the date ninety (90) days after Landlord
delivers the Expansion Property and the Expansion Building to Tenant for the
same purposes as the Property as delivered to Tenant on the Access Date.

        (c) Landlord and Tenant shall execute a written confirmation of the
actual delivery date of the Expansion Land and the Expansion Building, and the
terms pertaining to the same as specified in this Section.

                                       31
<PAGE>

        Landlord and Tenant have signed this Lease at the place and on the dates
specified adjacent to their signatures below.

Signed on      2.23              , 2001          GEM  460 ASSOCIATES I, L.L.C.
          -----------------------


at Va Beach Va                                   By: /s/  John Gibson
   ------------------------------------              ------------------------
                                                     John Gibson
                                                     Manager



Signed on     2-12-2001         , 2001           COST PLUS, INC.,
           ---------------------
at Oakland, California                           a California corporation


                                                 By: /s/ Murray Dashe
                                                     -------------------------
                                                     Murray Dashe
                                                     Chairman of the Board
                                                     CEO and President

                                       32
<PAGE>

                                   EXHIBIT A
                                   ---------

                               Legal Description
                               -----------------

PARCEL ONE:


ALL THAT certain piece or parcel of land as described and depicted on that
certain plat entitled "Plat Showing Property of HRFT, Inc. Being conveyed to The
Isle of Wight County Industrial Development Authority, Windsor Magisterial
District, Isle of Wight County, Virginia" dated April 9, 1993, made by Williams
& Vann, Land Surveyors, reference being made to the said plat for a complete and
accurate description of the said property conveyed.

PARCEL TWO:

ALL THAT certain lot, piece or parcel of land, situate, lying and being in
Windsor Magisterial District, Isle of Wight County, Virginia, containing 7.483
acres, known, numbered and designated as Parcel One on that certain plat of
survey entitled "SUBDIVISION, RIGHT-OF-WAY AND EASEMENT DEDICATION PLAT OF
PROPERTY STANDING IN THE NAME OF ISLE OF WIGHT COUNTY INDUSTRIAL DEVELOPMENT
AUTHORITY (DEED BOOK 442 AT PAGE 882) FOR ISLE OF WIGHT COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY WINDSOR MAGISTERIAL DISTRICT ISLE OF WIGHT, COUNTY,
VIRGINIA, SCALE 1" = 100' AUGUST 30, 1999", prepared by Langley and McDonald,
Inc., Engineers-Surveyors-Planners, Virginia Beach, Virginia, which said plat is
incorporated herein by reference and to which reference is hereby made for a
more particular description of the property herein conveyed and which plat is
recorded in the Clerk's Office of the Circuit Court of the County of Isle of
Wight County, Virginia in Plat Cabinet 2, Slide 71, page 16.

LESS AND EXCEPT such land rededicated to Isle of Wight County for purposes of
ingress/egress and for other public infrastructure improvements servicing the
Shirley T. Holland Commerce Park.
<PAGE>




                           [FLOORPLAN APPEARS HERE]



                            [map of landscape plan
                           for Cost Plus Inc - drawn
                             by Baskerville & Son]

<PAGE>

                                   EXHIBIT C
                                   ---------

                                Landlord's Work
                                ---------------

Landlord's Work: The work consists of the "Work" as that term is defined in a
certain AIA STANDARD VERSION OF AGREEMENT BETWEEN OWNER AND CONTRACTOR WHERE THE
BASIS FOR PAYMENT IS COST OF THE WORK PLUS A FEE WITH A NEGOTIATED GUARANTEED
MAXIMUM PRICE, Doc A-111-1997, dated January 29, 2001 by and between GEM 460
Associates I, L.L.C. and Clancy & Theys Construction Company (the "Contract") as
more particularly shown on the Contract Documents as that term is defined in the
Contract.

<PAGE>

                                  EXHIBIT C1
                                  ----------

<TABLE>
<CAPTION>
===========================================================================================
ELLIS GIBSON DEVELOPMENT
COST PLUS
HAMPTON ROADS, VA
===========================================================================================
  05-Feb-01                                       FILENAME: cstpls22
DEVELOPMENT COSTS
--------------------------------------
DESCRIPTION                                                AMOUNT                  ACTUAL
--------------------------------------                   ----------   ---------   ---------
<S>                              <C>       <C>           <C>          <C>         <C>
LAND PURCHASE       I.O.W            38.102    20,000       762,040   1,067,040
LAND PURCHASE       SHAWN             7.483    40,759       305,000
LAND PURCHASE       STREET CLSRE                            IN I.O.W
SITE WORK ON/OFF--net                               0          IN DC
LANDSCAPING ALLOWANCE                               0          IN DC
WETLAND MITIGATION USCE PERMIT AND FEES                        IN DC
DEMOLITION AND RELOCATION FUND                                 IN DC
OFF SITE WORK ALLOWANCE - TRN LANES                            IN DC
OFF SITE WORK ALLOWANCE - Traffic light and plan               IN DC
SITE LIGHTING ALLOWANCE                             0          IN DC
DIRECT CONSTRUCTION-               COST+      $ 27.73    13,866,750
DIRECT CONSTRUCTION-               TENANT B   $  0.00             0
DIRECT CONSTRUCTION                TENANT C   $  0.00             0
DIRECT CONSTRUCTION-               TENANT D   $  0.00             0
TENANT IMPROVEMENT ALLOWANCE                  $  0.00             0
SIGNAGE                                                        IN DC
APPRAISAL                                                     3,500
ARCHITECHURAL, and LAND PLANNING              $  0.00          IN DC
ENGINEERING - SITE PLANS AND SURVEY                            IN DC
ENVIRONMENTAL ASSESSMENT - PHASE ONE                              0
AS BUILT SURVEY                                              12,500
INSPECTING ENGINEER                                            IN DC
PROJECT OVERHEAD AND FEE                                    250,000
LEASING FEE DUE GRUBB/ELLIS OF OAKLAND        $  0.00       832,000
REAL ESTATE TAXES - CONSTRUCTION PERIOD                      12,804
GEOTECHNICAL REPORT AND TESTS                                  in dc
MISC FEE ALLOW (SP INSPCT, TAPS, POWER)                      81,300
CONSTRUCTION LENDER FEE                                      75,000
PERMANENT LENDER FEE                                        147,000
MORTGAGE BROKERS FEE                                        147,000
INVESTOR FEE                                                      0
LEGAL - BORROWER                                             75,000
LEGAL - LENDER                                               25,000
LEGAL - INVESTOR                                              3,500
TITLE INSURANCE AND RECORDING ALLOWANCE                      65,000
REIMBURSABLES                                                 7,500
CONTINGENCY                                                 150,000
                                                         ----------   ---------   ---------
          SUBTOTAL                                       16,820,894
CONSTRUCTION LOAN INTEREST                                  791,003
CONSTRUCTION LOAN INTEREST                                        0
                                                         ----------   ---------   ---------
TOTAL DEVELOPMENT COST                                   17,611,897
                                                         ==========   =========   =========
less incentives
ISLE OF WIGHT                                               793,000
GOV.OPP.FUND                                                300,000
STATE GRANT                                                 200,000
                                                         ----------
NET DEVELOPMENT COST                                     16,318,897
                                                         ==========
</TABLE>
<PAGE>

                                   Exhibit D
                                   ---------


                          Schedule of Landlord's Work
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
                        COST PLUS - DISTRIBUTION CENTER
C-055                       ISLE OF WIGHT, Virginia             FEBRUARY 9, 2001

Activity            Description                  Orig  Rem  Early       Early
   ID                                            Dur   Dur  Start      Finish        %
<S>      <C>                                     <C>   <C> <C>         <C>          <C>
PRELIMINARY
ARCHITECT/ENGINEER
----------------------------------------------------------------------------------------
00610    WETLANDS PERMIT FOR FUTURE PAD          60    60  07FEB01     01MAY01        0
----------------------------------------------------------------------------------------
GENERAL CONTRACTOR (CLANCY & THEYS)
----------------------------------------------------------------------------------------
00550    SOLICIT PRICING FOR WATER TANK           1     0  01NOV00  A  11DEC00  A   100
----------------------------------------------------------------------------------------
00560    SOLICIT PRICING FOR PUMP STATION         1     0  01NOV00  A  11DEC00  A   100
----------------------------------------------------------------------------------------
00570    PRICE REVISED ACCESS ROAD                1     0  01NOV00  A  11DEC00  A   100
----------------------------------------------------------------------------------------
00580    REPRICE REVISED VDOT WORK                1     0  21DEC00  A  11DEC00  A   100
----------------------------------------------------------------------------------------
00600    AWARD WATER TANK CONTRACT               11     0  21DEC00  A  01FEB01  A   100

OWNER

00500    NOTICE TO PROCEED WITH PRECONSTRUCTION   0     0  07FEB01  *                 0
----------------------------------------------------------------------------------------
00510    LAND DISTURBANCE PERMIT ISSUED           3     0  01NOV00  A  13DEC00  A   100
----------------------------------------------------------------------------------------
00520    SITE PLAN APPROVAL (2ND SUBMITTAL)       1     0  01NOV00  A  20DEC00  A   100
----------------------------------------------------------------------------------------
00530    RIGHT OF WAYS FOR TURNLANES & SIGNALS   40     0  01NOV00  A  17JAN01  A   100
----------------------------------------------------------------------------------------
00540    FINALIZE DOCUMENTS FOR CLOSING          40     2  01NOV00  A  06FEB01       95
----------------------------------------------------------------------------------------
00590    ELLIS GIBSON & COUNTY RELEASE FOR CONST 40     0  01NOV00  A  09FEB01  A   100
----------------------------------------------------------------------------------------
SITEWORK

WATERTANK

02715    DRIVE TEST PILES FOR WATER TANK          5     5  09MAR01     15MAR01        0
----------------------------------------------------------------------------------------
02719    DRIVE PILES                             15    15  14MAR01     03APR01        0
----------------------------------------------------------------------------------------
02725    DESIGN WATER TANK                       50    40  01FEB01  A  30MAR01       11
----------------------------------------------------------------------------------------
02729    FOUNDATION & PILE CAPS FOR WATER TANK   20    20  04APR01     01MAY01        0
----------------------------------------------------------------------------------------
02735    FABRICATE WATER TANK                    50    50  06APR01     14JUN01        0
----------------------------------------------------------------------------------------
02739    FOUNDATION FOR PUMP BUILDING            20    20  02MAY01     29MAY01        0
----------------------------------------------------------------------------------------
02745    ERECT WATER TANK                        40    40  01JUN01     27JUL01        0
----------------------------------------------------------------------------------------
02749    PUMP BUILDING                           35    35  20JUN01     08AUG01        0
----------------------------------------------------------------------------------------
02855    WATER TANK PIPING                       40    40  22JUN01     17AUG01        0
----------------------------------------------------------------------------------------
02755    PAINT WATER TANK                        25    25  10AUG01     13SEP01        0
----------------------------------------------------------------------------------------
02765    WATER TANK OPERATIONAL                   1     1  01OCT01     01OCT01        0
----------------------------------------------------------------------------------------
02835    WATER TANK READY FOR FIRE PROTECTION     1     1  01OCT01     01OCT01        0

SITE WORK SUB

01201    LAYOUT SITE/BUILDING                    10    10  05FEB01     16FEB01        0
----------------------------------------------------------------------------------------
02010    STRIP & CLEAR SITE                      18    18  06FEB01     01MAR01        0
----------------------------------------------------------------------------------------
02013    INSTALL DRAINAGE & BMPS                 35    35  09FEB01     29MAR01        0
----------------------------------------------------------------------------------------
02015    GET BUILDING PAD TO GRADE               40    40  13FEB01     09APR01        0
----------------------------------------------------------------------------------------
15307    RUN IN SPRINKLER RISERS                 15    15  03APR01     23APR01        0
----------------------------------------------------------------------------------------
02201    GRADE ROADS/PARKING LOTS                50    50  01MAY01     10JUL01        0
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Activity                  Description                     Orig      Rem       Early        Early       %
   ID                                                     Dur       Dur       Start        Finish
<S>          <C>
02051        INSTALL SITE UTILITIES                       30       30       29MAY01      10JUL01       0
---------------------------------------------------------------------------------------------------------
02211        SET CONCRETE DOLLY PADS                       10       10       26JUN01      10JUL01       0
---------------------------------------------------------------------------------------------------------
02206        SET CONCRETE CURB & GUTTER                    25       25       11JUL01      14AUG01       0
---------------------------------------------------------------------------------------------------------
02210        PLACE STONE BASE.ROADS & PARKING LOTS         20       20       11JUL01      07AUG01       0
---------------------------------------------------------------------------------------------------------
02299        FINAL FINE GRADE SITE                         18       18       01AUG01      24AUG01       0
---------------------------------------------------------------------------------------------------------
02213        PAVE BASE COURSE,ROADS & PARKING LOTS          8        8       08AUG01      17AUG01       0
---------------------------------------------------------------------------------------------------------
02225        FINAL PAVE ROADS/PARKING LOTS                 15       15       07SEP01      27SEP01       0
---------------------------------------------------------------------------------------------------------
09981        STRIPE ROADS/PARKING LOT                      10       10       05OCT01      18OCT01       0
---------------------------------------------------------------------------------------------------------
02061        FUTURE PAD PREP                               50       50       01MAY01      10JUL01       0
---------------------------------------------------------------------------------------------------------
02023        CLEAR FUTURE DEVELOPMENT                      10       10       02MAY01      15MAY01       0

 FENCING SUB

02235        INSTALL SITE FENCING                          25       25       08AUG01      11SEP01       0

 LANDSCAPE SUB

02903        INSTALL LANDSCAPING & IRRIGATION              60       60       09AUG01      31OCT01       0
---------------------------------------------------------------------------------------------------------
02901        SEED                                          10       10       30AUG01      12SEP01       0

 ROAD WIDENING AND ACCESS ROAD

02785        FABRICATE SIGNAL TOWERS                       60       60       13FEB01      07MAY01       0
---------------------------------------------------------------------------------------------------------
02815        ROUGH GRADE AND STONE ACCESS ROAD             25       25       19FEB01      23MAR01       0
---------------------------------------------------------------------------------------------------------
02825        WATERLINE                                     20       20       26MAR01      20APR01       0
---------------------------------------------------------------------------------------------------------
02775        TURNLANES                                     25       25       30MAR01      03MAY01       0
---------------------------------------------------------------------------------------------------------
02845        CURB & GUTER PAVE BASE ACCESS ROAD            25       25       23APR01      25MAY01       0
---------------------------------------------------------------------------------------------------------
02795        INSTALL SIGNALIZATION                         45       45       08MAY01      10JUL01       0
---------------------------------------------------------------------------------------------------------
02805        OVERLAY 460 & ACCESS ROAD                     25       25       08AUG01      11SEP01       0
---------------------------------------------------------------------------------------------------------

BUILDING FOUNDATION/SLAB

 CONCRETE SUB

03020        EXCAVATE/FORM/PLACE FOOTINGS                  25       25       20MAR01      23APR01       0
---------------------------------------------------------------------------------------------------------
03105        PLACE STONE BASE                              18       18       10APR01      03MAY01       0
---------------------------------------------------------------------------------------------------------
03107        FORM/PLACE/FINISH CONCRETE SLAB               26       26       11APR01      16MAY01       0
---------------------------------------------------------------------------------------------------------
03115        PLACE & FINISH POUR BACK STRIP, FLOOR SLAB    15       15       05JUN01      25JUN01       0
---------------------------------------------------------------------------------------------------------

STEEL WORK

 STRUCTURAL STEEL FABRICATOR/ERECTOR

05117        AWARD STEEL SUBCONTRACT/NTP FOR STEEL          0        0       07FEB01    A             100
---------------------------------------------------------------------------------------------------------
05119        MILL ORDER STEEL                              40       40       12FEB01    A 30MAR01       0
---------------------------------------------------------------------------------------------------------
05121        PREPARE/REVIEW STRUCTURAL STEEL SHOP          30       30       12FEB01    A 16MAR01       0
---------------------------------------------------------------------------------------------------------
05123        PREPARE/REVIEW JOIST SHOP DRAWINGS            20       20       12FEB01    A 02MAR01       0
---------------------------------------------------------------------------------------------------------
05129        FABRICATE/DELIVER JOISTS                      20       20       07MAR01      03APR01       0
---------------------------------------------------------------------------------------------------------
05127        FABRICATE/DELIVER STRUCTURAL STEEL            20       20       02APR01      27APR01       0
---------------------------------------------------------------------------------------------------------
05155        PANELIZE/ERECT STRUCT STEEL/JOISTS-Ph1        11       11       07MAY01      21MAY01       0
---------------------------------------------------------------------------------------------------------
05261        PANELIZE/ERECT STRUCT STEEL JOISTS, Ph2       11       11       15MAY01      29MAY01       0
---------------------------------------------------------------------------------------------------------
05157        PLUMB STEEL STRUCTURE-Ph1                      2        2       22MAY01      23MAY01       0
---------------------------------------------------------------------------------------------------------
05191        INSTALL METAL ROOF DECK, Ph1                   6        6       24MAY01      31MAY01       0
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
 Activity              Description                      Orig   Rem   Early   Early         %
    ID                                                  Dur    Dur   Start   Finish
<S>        <C>                                          <C>    <C>  <C>      <C>           <C>
 05371     PANELIZE/ERECT STRUCT STEEL/JOISTS, Ph3       11     11  24MAY01  07JUN01       0
--------------------------------------------------------------------------------------------
 05262     PLUMB STEEL STRUCTURE, Ph2                     2      2  30MAY01  31MAY01       0
--------------------------------------------------------------------------------------------
 05292     INSTALL METAL ROOF DECK, Ph2                   8      8  01JUN01  12JUN01       0
--------------------------------------------------------------------------------------------
 05481     PANELIZE/ERECT STRUC STEEL/JOISTS, Ph4        11     11  04JUN01  18JUN01       0
--------------------------------------------------------------------------------------------
 05382     PLUMB STEEL STRUCTURE, Ph3                     2      2  08JUN01  11JUN01       0
--------------------------------------------------------------------------------------------
 05393     INSTALL METAL ROOF DECK, Ph3                   8      8  12JUN01  21JUN01       0
--------------------------------------------------------------------------------------------
 05663     INSTALL STAIRS/LADDERS/MISCELLANEOUS          20     20  18JUN01  16JUL01       0
--------------------------------------------------------------------------------------------
 05484     PLUMB STEEL STRUCTURE, Ph4                     2      2  19JUN01  20JUN01       0
--------------------------------------------------------------------------------------------
 05494     INSTALL METAL ROOF DECK, Ph4                   7      7  22JUN01  02JUL01       0
--------------------------------------------------------------------------------------------

BUILDING SHELL
--------------------------------------------------------------------------------------------
 PREFABRICATED OFFICE SYSTEM
--------------------------------------------------------------------------------------------
 12100     SHIPPING OFFICE                               14     14  17JUL01  03AUG01       0
--------------------------------------------------------------------------------------------
CONCRETE SUB
--------------------------------------------------------------------------------------------
 03350     FORM, PLACE TILT WALL PANELS                  28     28  16APR01  23MAY01       0
--------------------------------------------------------------------------------------------
 03353     ERECT TILT-WALL PANELS                        17     17  10MAY01  01JUN01       0
--------------------------------------------------------------------------------------------
ROOFING SUB
--------------------------------------------------------------------------------------------
 07529     LOAD ROOF W/ROOFING MATLS                     25     25  01JUN01  06JUL01       0
--------------------------------------------------------------------------------------------
 07530     INSTALL ROOF INSULATION/MEMBRANE              23     23  13JUN01  16JUL01       0
--------------------------------------------------------------------------------------------
CAULKING SUB
--------------------------------------------------------------------------------------------
 07952     CAULK WALL PANELS                             35     35  04JUN01  23JUL01       0
--------------------------------------------------------------------------------------------
OVERHEAD DOOR SUB
--------------------------------------------------------------------------------------------
 08301     INSTALL OVERHEAD/SPECIAL DOORS                20     20  26JUL01  22AUG01       0
--------------------------------------------------------------------------------------------
GLASS/GAZING SUB
--------------------------------------------------------------------------------------------
 08807     INSTALL WINDOWS IN DISTRIBUTION CENTER         8      8  18JUL01  27JUL01       0
--------------------------------------------------------------------------------------------
 08809     INSTALL STOREFRONT SYSTEM @ OFFICE FRONT       8      8  31JUL01  09AUG01       0
--------------------------------------------------------------------------------------------
METAL STUD/DRYWALL SUB
--------------------------------------------------------------------------------------------
 09210     CONST COOLER STUD/PLYWOOD WALLS               10     10  17JUL01  30JUL01       0
--------------------------------------------------------------------------------------------
PAINTING SUB
--------------------------------------------------------------------------------------------
 09921     APPLY EXT CONCRETE BLOCK FILLER/PRIMER        10     10  04JUN01  15JUN01       0
--------------------------------------------------------------------------------------------
 09923     APPLY EXTERIOR PAINT SYSTEM TO WALL PANELS    20     20  12JUN01  10JUL01       0
--------------------------------------------------------------------------------------------
DOCK LEVELER SUPPLIER
--------------------------------------------------------------------------------------------
 11161     INSTALL LOADING DOCKS LEV & LIGHTS            20     20  09JUL01  03AUG01       0
--------------------------------------------------------------------------------------------
 11162     INSTALL LOADING DOCK SEALS                     8      8  21AUG01  30AUG01       0
--------------------------------------------------------------------------------------------
GENERAL CONTRACTOR (CLANCY & THEYS)
--------------------------------------------------------------------------------------------
 08995     WAREHOUSE DRIED IN                             0      0           16JUL01       0
--------------------------------------------------------------------------------------------
 08997     OFFICE AREA DRIED IN                           0      0           30JUL01       0
--------------------------------------------------------------------------------------------
 08999     SHELL COMPLETE(ROOF ON, WALLS UP, FLOORS       0      0           03AUG01       0
--------------------------------------------------------------------------------------------
 07250     INSULATE INTERIOR WALL PANELS                 35     35  17JUL01  03SEP01       0
--------------------------------------------------------------------------------------------

FINISHES
--------------------------------------------------------------------------------------------
 MASONRY SUB
--------------------------------------------------------------------------------------------
 04201     INST INT MAS PART / SIGN / BLDG               20     20  21JUN01  19JUL01       0
--------------------------------------------------------------------------------------------
HOLLOW METAL DOOR SUPPLIER
--------------------------------------------------------------------------------------------
 08211     INSTALL DOORS/HARDWARE                         8      8  14AUG01  23AUG01       0
--------------------------------------------------------------------------------------------
METAL STUD/DRYWALL SUB
--------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

Activity   Description                           Orig Rem   Early    Early    %
ID                                               Dur  Dur   Start    Finish
-------------------------------------------------------------------------------
09203   INSTALL METAL STUD WALLS, OFF/REC/COOLER  15   15  13JUL01  02Aug01   0
-------------------------------------------------------------------------------
09201   SET HM FRAMES, OFFICE & SUPT AREAS         8    8  16JULO1  25JULO1   0
-------------------------------------------------------------------------------
09253   HANG,TAPE FINISH GYPBOARD,OFFICE & SPT    18   18  31JUL01  23AUG01   0
-------------------------------------------------------------------------------
RESILIENT FLOOR SUB
-------------------------------------------------------------------------------
09301   RESILIENT FLOORING, OFFICE & SUPT AREAS    9    9  05SEPO1  17SEP01   0
-------------------------------------------------------------------------------
ACOUSTIC SUB
-------------------------------------------------------------------------------
09507   HANG ACOUSTIC CEILING GRID WIRES           9    9  17AUG01  28AUG01   0
-------------------------------------------------------------------------------
09513   HANG ACOUSTIC CEILING GRID                10   10  23AUG01  05SEP01   0
-------------------------------------------------------------------------------
09517   INSTALL ACOUSTIC CEILING TILES             6    6  31AUG01  07SEP01   O
-------------------------------------------------------------------------------
PAINTING SUB
-------------------------------------------------------------------------------
09901   INTERIOR PAINTING                         22   22  31JUL01  29AUG01   0
-------------------------------------------------------------------------------
GENERAL CONTRACTOR (CLANCY & THEYS)
-------------------------------------------------------------------------------
10100   SET TOILET PARTITIONS                      8    8  05FEB01  14FEB01   0
-------------------------------------------------------------------------------
10110   SET TOILET ACCESSORIES                     7    7  08FEB01  16FEB01   0
-------------------------------------------------------------------------------
99901   DISTRIBUTION CENTER CLEANUP               13   13  020CT01  18OCT01   0
-------------------------------------------------------------------------------
99998   COMPLETE DISTRIBUTION CENTER               0    0           18OCT01   0
-------------------------------------------------------------------------------
MECHANICAL & PLUMBING
-------------------------------------------------------------------------------
PLUMBING SUB
-------------------------------------------------------------------------------
15101   INSTALL UNDERSLAB UTILITIES               25   25  20MAR01  23APR01   0
-------------------------------------------------------------------------------
15205   ROUGH-IN IN-WALL PLUMBING, OFFICE/SUB
         AREAS                                     7    7  17JUL01  25JUL01   0
-------------------------------------------------------------------------------
15206   SET PLUMBING CARRIERS IN WALLS, OFFICE/SUP 5    5  23JUL01  27JUL01   0
-------------------------------------------------------------------------------
15207   SET PLUMBING FIXTURES, OFFICE/SUP AREAS    8    8  24AUG01  04SEP01   0
-------------------------------------------------------------------------------
15215   BATTERY CHARGING AREA                      1    1  05FEB01  05FEB01   0
-------------------------------------------------------------------------------
MECHANICAL SUB
-------------------------------------------------------------------------------
15501   INSTALL PLANT VENTILATION SYSTEM          25   25  17JUL01  20AUG01   0
-------------------------------------------------------------------------------
15602   INSTALL OFFICE/SUP HVAC UNITS/CONDENSERS  15   15  01AUG01  21AUG01   0
-------------------------------------------------------------------------------
15504   RUN HVAC DUCTWORK, OFFICE/SUP AREAS       17   17  02AUG01  24AUG01   0
-------------------------------------------------------------------------------
15506   INSULATE HVAC DUCTWORK, OFFICE/SUP AREAS  15   15  10AUG01  30AUG01   0
-------------------------------------------------------------------------------
15550   INSTALL HVAC CONTROL SYSTEMS, OFFICES     10   10  22AUG01  04SEP01   0
-------------------------------------------------------------------------------
15509   DROP DIFFUSERS CONNECT TO DUCTWORK        10   10  30AUG01  12SEP01   0
-------------------------------------------------------------------------------
15599   START-UP, TEST & BALANCE A/C SYSTEM,
         DISTR                                    10   10  12SEP01  25SEP01   0
-------------------------------------------------------------------------------
15516   BATTERY CHARGING AREA                      1    1  05FEB01  05FEB01   0
-------------------------------------------------------------------------------
FIRE PROTECTION
-------------------------------------------------------------------------------
FIRE PROTECTION SUB
-------------------------------------------------------------------------------
15301   ROUGH IN INTERIOR FIRE SPRINKLER SYSTEM,
         DC                                       40   40  13JUN01  08AUG01   0
-------------------------------------------------------------------------------
15311   ROUGH-IN SPRINKLER, OFFICE/SUPT AREA      15   15  26JUL01  15AUG01   0
-------------------------------------------------------------------------------
15303   RUN FIRE SPRINKLER LATERALS INST HEADS    30   30  31JUL01  10SEP01   0
-------------------------------------------------------------------------------
15321   INSTALL SPRINKLER HDS, OFFICE/SUPT AREAS  12   12  27AUG01  11SEP01   0
-------------------------------------------------------------------------------
15350   INSTALL FIRE PUMP                         13   13  16AUG01  03SEP01   0
-------------------------------------------------------------------------------
ELECTRICAL
-------------------------------------------------------------------------------
ELECTRICAL SUB
-------------------------------------------------------------------------------
16101   RUN ELECTRICAL SERVICE ENTRANCE            8    8  24APR01  03MAY01   0
-------------------------------------------------------------------------------
16110   SET ELECTRICAL SWITCHGEAR                 13   13  11JUL01  27JUL01   0
-------------------------------------------------------------------------------

<PAGE>

<TABLE>
<CAPTION>
 Activity                        Description                            Orig     Rem     Early      Early     %
   ID                                                                    Dur     Dur     Start      Finish
 <S>            <C>                                                     <C>      <C>    <C>        <C>         <C>
 16311          INSTALL PLANT LIGHTING                                   30      30     13JUL01    23AUG01     0
 ---------------------------------------------------------------------------------------------------------------
 16111          ROUGH IN ELECTRICAL CONDUITS IN  WALLS, DIST             10      10     17JUL01    30JUL01     0
 ---------------------------------------------------------------------------------------------------------------
 16503          ROUGH-IN IN-WALL ELECTRICAL, OFFICE                      12      12     17JUL01    01AUG01     0
 ---------------------------------------------------------------------------------------------------------------
 16205          SET ELECTRICAL PANELS, DISTR CENTER                      20      20     20JUL01    16AUG01     0
 ---------------------------------------------------------------------------------------------------------------
 16207          PULL ELECTRICAL CIRCUITS, DC                             26      26     26JUL01    30AUG01     0
 ---------------------------------------------------------------------------------------------------------------
 16521          INSTALL EXTERIOR LIGHTING                                10      10     27JUL01    09AUG01     0
 ---------------------------------------------------------------------------------------------------------------
 16509          SET ELECTRICAL PANELS, OFFICE/SUPT AREAS                 10      10     07AUG01    20AUG01     0
 ---------------------------------------------------------------------------------------------------------------
 16501          WIRE HVAC SYSTEMS, OFF/SUP AREAS                         20      20     08AUG01    04SEP01     0
 ---------------------------------------------------------------------------------------------------------------
 16512          ROUGH-IN LIGHTING, OFFICE/SUPT AREAS                     14      14     09AUG01    28AUG01     0
 ---------------------------------------------------------------------------------------------------------------
 16511          PULL BRANCH CIRCUITS, OFFICE/SUPT AREAS                  15      15     10AUG01    30AUG01     0
 ---------------------------------------------------------------------------------------------------------------
 16505          ROUGH-IN ELECTRICAL, OFFICE CEILING                      14      14     13AUG01    30AUG01     0
 ---------------------------------------------------------------------------------------------------------------
 16209          ENERGIZE BUILDING ELECTRICAL SERVICE                      0       0                22AUG01     0
 ---------------------------------------------------------------------------------------------------------------
 16210          SET ELECTRICAL OUTLETS/LIGHTS/FIXTURES, DC                8       8     23AUG01    03SEP01     0
 ---------------------------------------------------------------------------------------------------------------
 16211          INSTALL ELECTRICAL SWITCH/OUTLET PLATES, DC               8       8     24AUG01    04SEP01     0
 ---------------------------------------------------------------------------------------------------------------
 16527          TRIM OUT ELECTRICAL DEVICES, OFFICE                      10      10     24AUG01    06SEP01     0
 ---------------------------------------------------------------------------------------------------------------
 16513          SET LIGHT FIXTURES, OFFICE/SUPT AREAS                    11      11     30AUG01    13SEP01     0
 ---------------------------------------------------------------------------------------------------------------
 16600          ENERGIZE OFFICE ELECTRICAL CIRCUITS                       0       0                30AUG01     0
 ---------------------------------------------------------------------------------------------------------------
 16350          WIRE FIRE PUMP                                            9       9     04SEP01    14SEP01     0
 ---------------------------------------------------------------------------------------------------------------
 16533          BATTERY CHARGING AREA                                    20      20     17JUL01    13AUG01     0
 ---------------------------------------------------------------------------------------------------------------

RACKS & CONVEYORS

 CONVEYOR INSTALLERS

 19008          INSTALL HANGERS IN ACCESSIBLE AREAS                      20      20     15OCT01    09NOV01     0
 ---------------------------------------------------------------------------------------------------------------
 19009          CONVEYOR INSTALLATION                                    50      50     17DEC01    26FEB02     0
 ---------------------------------------------------------------------------------------------------------------

 RACK INSTALLERS

 19011          INSTALL RACKS                                            20      20     17SEP01    12OCT01     0
 ---------------------------------------------------------------------------------------------------------------
 19021          START BALANCE OF TI FIT UP                               45      45     15OCT01    14DEC01     0
 ---------------------------------------------------------------------------------------------------------------



                                                                       -----------------------------------------
                      Clancy & Theys Construction Company                 Date   Revision   Checked   Approved
                                     and                               -----------------------------------------
                               BASKERVILL & SON                              ACTUAL START
                                  Architects                           -----------------------------------------

                                                                       -----------------------------------------

                                                                       -----------------------------------------

                                                                       -----------------------------------------

                                                                       -----------------------------------------

                                                                       -----------------------------------------
</TABLE>
<PAGE>

                                   EXHIBIT E
                                   ---------

This instrument was prepared by ___________________ _______________
whose address is __________________________________ _______________


SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

     THIS AGREEMENT, made as of this __ day of _____________________, ______,
between ______________________________________________________, a
___________________ corporation (hereinafter referred to as "Lessee") and
__________________________________ (hereinafter referred to as "Lender").


                                   RECITALS:


          1.   Lender is now the owner and holder of a first Deed of Trust,dated
___________________________________________, in the principal amount of
__________________________________________________________________________ AND
NO/100 DOLLARS ($___________________) (hereinafter referred to as the "Security
Instrument") on the real estate more particularly described in the Security
Instrument. The Security Instrument is recorded in the Office of the Clerk of
the Circuit Court or the City of ______________________ Virginia.


          2.   Lessee is the holder of a lease (hereinafter referred to as the
"Lease"), dated __________________ between _________________________________
(hereinafter referred to as "Lessor"), as Lessor, and ________________________
____________________________, as Lessee, demising for a term of years certain
premises described as:_____________________ __________________ (the "Premises").


          3.   Lessee and Lender desire to confirm their understanding with
respect to the Lease and the Security Instrument;


          NOW, THEREFORE, in consideration of One Dollar ($1.00) and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Lender and Lessee hereby agree and covenant as follows:


          FIRST: Lender hereby consents and approves the Lease and the terms
thereof, including the options to extend the term as set forth in the Lease,
and covenants and agrees that the exercise by Lessee of rights, remedies and
options therein contained shall not constitute a default under the Security
Instrument.


<PAGE>

               SECOND: The Lease shall be subject and subordinate to the
Security Instrument and to all renewals, modifications or extensions thereof,
but any and all such renewals, modifications and extensions shall nevertheless
be subject to and entitled to the benefits of the terms of this Agreement.

               THIRD: So long as Lessee is not in default (beyond any period
given Lessee to cure such default) in the payment of rent or additional rent or
in the performance of any of the terms, covenants or conditions of the Lease on
Lessee's part to be performed, Lessee's possession of the premises described in
the Lease and Lessee's rights and privileges under the Lease, or any extensions
or renewals thereof which may be effected in accordance with any option therefor
in the Lease, shall not be diminished or interfered with by Lender and Lessee's
occupancy of said premises shall not be disturbed by Lender for any reason
whatsoever during the term of the lease or any extensions or renewals thereof
and Lessee shall not be joined as a party defendant in any foreclosure
proceeding which may be instituted by Lender and Lessee's leasehold estate under
the Lease shall not be terminated, barred, cut off, or otherwise disturbed by
reason of any default under the Security Instrument or any foreclosure
proceeding instituted by Lender. Additionally, should Lessee be in default under
the Lease at the time Lender institutes any foreclosure proceedings, neither
Lender nor any purchaser at a foreclosure sale may terminate the Lease as a
result of the foreclosure proceedings, nor may Lender or such purchaser exercise
any other right or remedy under the Lease unless and until Lender or such
purchaser, as appropriate, assumes the rights and obligations of Lessor under
the Lease and affords to Lessee all rights and notices to cure any such default
in accordance with Article Ten of the Lease and Lessee fails, prior to the
expiration of any applicable cure periods provided in the Lease, to cure such
default; provided, however, that any notices delivered or other actions taken by
Lessor pursuant to Article Ten of the Lease prior to the institution of
foreclosure proceedings by Lender shall inure to the benefit of Lender or such
purchaser

               FOURTH: If the interests of Lessor shall be transferred to and
owned by Lender by reason of foreclosure or other proceedings brought by it or
by any other manner, and Lender succeeds to the interest of the Lessor under the
Lease, Lessee shall be bound to Lender under all of the terms, covenants and
conditions of the Lease for the balance of the term thereof remaining and any
extensions or renewals thereof which may be effected in accordance with any
option thereof in the Lease, with the same force and effect as if Lender were
the Lessor under the Lease, and Lessee does hereby attorn to Lender as its
Lessor, said attornment to be effective and self-operative without the execution
of any further instruments on the part of either of the parties hereto
immediately upon Lender succeeding to the interest of the Lessor under the
Lease; provided, however, that Lessee shall be under no obligation to pay rent
to Lender, as Lessor, pursuant to this Agreement until Lessee receives written
notice from Lender that it has succeeded to the interest of Lessor under the
Lease. The respective rights and obligations of Lessee and Lender upon said
attornment, to the extent of the then remaining balance of the term of the
Lease and any such extensions and renewals, shall be and are the same as now set
forth therein; it being the intention of the parties hereto for this purpose to
incorporate the Lease in this Agreement by reference with the same force and
effect as if set forth at length herein.

               FIFTH: Lessee certifies that (a) the Lease is presently in full
force and effect; (b) no rent under the Lease has been paid more than thirty
(30) days in advance of its due date; (c)
<PAGE>

that Lessee, as of this date, has no charge, lien or claim of offset under the
Lease, or otherwise, against the rents or other amounts due or to become due
thereunder; (d) the Lessee is the owner of the "Tenant's" or "Lessee's" interest
in the Lease and has not transferred or assigned the Lease or sublet the
Premises demised thereby; (e) to the best knowledge of the Lessee, neither the
Lessee nor the Lessor is in any way in default under the Lease; (f) the lease
term began as of the date of the Lease; and (g) no actions, whether voluntary
or otherwise, are pending against the Lessee under the bankruptcy or insolvency
laws of the United States or any state thereof.

               SIXTH: If Lender shall succeed to the interest of Lessor under
the Lease, Lender shall be bound to Lessee under all terms, covenants and
conditions of the Lease, and Lessee shall, from and after Lender's succession to
the interest of Lessor under the Lease, have the same remedies against Lender
for the breach of an agreement contained in the Lease that Lessee might have had
under the Lease against Lessor if Lender had not succeeded to the interest of
Lessor; provided further, however, that after such succession:

               (a) Lender shall be liable for any act or omission of any prior
landlord (including the Lessor) arising directly from such landlord's
responsibilities and duties pursuant to the Lease; provided, Lender or such
purchaser has received appropriate notice of such default, and has an
opportunity to cure (having no obligation prior to foreclosure to so cure)
same, all pursuant to the terms and conditions of the Lease; and

               (b) Lender shall be subject to any offsets or defenses which the
Lessee might be entitled to assert against any prior landlord (including the
Lessor) including deductions from rent arising pursuant to the Lease; provided,
Lender or such purchaser has received appropriate notice of such default, and
has an opportunity to cure (having no obligation prior to foreclosure to so
cure) same, all pursuant to the terms and conditions of the Lease; and

               (c) Lender shall not be bound by any rent or additional rent
which Lessee might have paid for more than the current month to any prior
landlord (including Lessor) unless such prepayment shall have been expressly
approved by Lender in writing, including without limitation, any payments made
pursuant to Section 3.02 of the Lease; and

               (d) Lender shall not be bound by any amendment or modification of
the Lease made without Lender's consent, which consent shall not be unreasonably
withheld, conditioned or delayed as long as such amendment or modification does
not reduce annual base rent or materially reduce any other monetary obligation
of Lessee under the Lease.

               SEVENTH:   Lessee   will   notify   Lender, of any default of
Lessor which would entitle Lessee to cancel the Lease or abate the rent payable
thereunder, and agrees that notwithstanding any provision of the Lease, no
notice of cancellation thereof, nor any abatement shall be effective unless
Lender has received the notice aforesaid and has failed within thirty (30) days
of the date thereof to cure or if the default cannot be cured within thirty (30)
days has failed to commence and to diligently prosecute the cure of Lessor's
default which gave rise to such right of cancellation or abatement. The address
of the Lender is ______________________, Attention:_____________________.
<PAGE>

               EIGHTH: Lender shall give written notice to Lessee of any default
or event of default by Lessor under the Security Instrument and shall provide to
Lessee not less than thirty (30) days to cure any such default prior to the
filing of any foreclosure action by Lender under the Security Interest;
provided, however, that Lessee shall have no obligation to cure such default,
either within such thirty (30) day period or otherwise. The address of Lessee
is 200 4/th/ Street, Oakland, CA 94607, Attention:__________ ______________.

               NINTH: This Agreement contains the entire agreement between the
parties and this Agreement may not be modified except by an agreement in
writing signed by the parties hereto.

               TENTH: This Agreement may be recorded  by either party at the
cost of the recording party.

               ELEVENTH: This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, and their respective successors and assigns.

               TWELFTH: Any notices or communications given under this
Agreement shall be in writing and shall be given by registered or certified
mail, return receipt requested, postage prepaid, (a) if to Lender, at the
address of Lender as hereinabove set forth or at such other address as Lender
may designate by notice, or (b) if to Lessee, at the address of Lessee as
hereinabove set forth or at such other address as Lessee may designate by
notice. During the period of any postal strike or other interference with the
mail, personal delivery shall be substituted for registered or certified mail.
No default notice given by Lessee under the Lease shall be effective as against
Lender unless a duplicate copy thereof has been given to Lender.

               THIRTEENTH: This Agreement and the covenants herein contained
are intended to run with and bind all lands affected thereby.
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have hereunto caused this
Agreement to be duly executed under seal as of the day and year first above
written.


                                             LENDER:


                                             ________________________________


                                             By:_____________________________
                                                Title:_______________________


                                             LESSEE:


                                             COST PLUS, INC.


                                             By:_____________________________
                                                Title:_______________________


STATE OF _____________________________  )
                                        )    to-wit:
CITY/COUNTY OF _______________________  )

     I, _____________________________, a Notary Public in and for the State and
City/County aforesaid, certify that __________________________ whose name as
_________________________ of _______________________, a ____________________,
is signed to the writing above, bearing the date as of the _____ day of
_________________, __________, has acknowledged the same before me in my
City/County on behalf of the bank.

     Witness my hand and notarial stamp or seal, this ______ day of
_____________________, ______.


                                             ________________________________
                                             Notary Public

My commission expires:

_____________________
(Affix Seal)

<PAGE>

STATE OF _____________________________  )
                                        )    to-wit:
CITY/COUNTY OF _______________________  )

     I, _____________________________, a Notary Public in and for the State and
City/County aforesaid, certify that __________________________ whose name as
_________________________ of _______________________, a ____________________,
is signed to the writing above, bearing the date as of the _____ day of
_________________, __________, has acknowledged the same before me in my
City/County on behalf of the bank.

     Witness my hand and notarial stamp or seal, this ______ day of
_____________________, ______.


                                             ________________________________
                                             Notary Public

My commission expires:

_____________________
(Affix Seal)


<PAGE>

                                   EXHIBIT F
                                   ---------

                               Title Exceptions
                               ----------------
For the Property:

(As to PARCEL ONE)

(1)      Real Estate taxes accruing from date of acquisition herein, and
         subsequent semi-annual payments are not yet due and payable.

(2)      Conditions and restrictions as contained in instrument recorded in the
         Clerk's office of the Circuit Court of the County of Isle of Wight,
         Virginia as Image Number 000000389 BUT OMITTING ANY COVENANT OR
         RESTRICTION BASED ON RACE, COLOR, RELIGION, SEX, HANDICAP, FAMILIAL
         STATUS, OR NATIONAL ORIGIN UNLESS AND ONLY TO THE EXTENT THAT SAID
         COVENANT (a) IS EXEMPT UNDER CHAPTER 42, SECTION 3607 OF THE UNITED
         STATE CODE, OR (b) RELATES TO HANDICAP BUT DOES NOT DISCRIMINATE
         AGAINST HANDICAPPED PERSONS.

(3)      Power line along Windsor Boulevard and along a side lot line adjacent
         to a Farm Road as shown on recorded plat of subdivision.

(4)      Utility easement recorded in the Clerk's Office of the Circuit Court
         of the County of Isle of Wight as recorded as Image no. 970004881.

(As to PARCEL TWO)

(5)      Real estate taxes accruing from the 1st' half of the fiscal year
         2000/2001 and subsequent semi-annual payments not yet due and payable.

(6)      Conditions and restrictions as contained in instrument recorded in the
         Clerk's office of the Circuit Court of the County of Isle of Wight,
         Virginia as Image #000000389, BUT OMITTING ANY COVENANT OR RESTRICTION
         BASED ON RACE, COLOR, RELIGION, SEX, HANDICAP, FAMILIAL STATUS, OR
         NATIONAL ORIGIN UNLESS AND ONLY TO THE EXTENT THAT SAID COVENANT (a)
         IS EXEMPT UNDER CHAPTER 42, SECTION 3607 0F THE UNITED STATE CODE, OR
         (b) RELATES TO HANDICAP BUT DOES NOT DISCRIMINATE AGAINST HANDICAPPED
         PERSONS.

(7)      Ten (10) foot drainage and utility easement along a lot lines as
         shown on recorded plat of subdivision.

(8)      Twenty (20) foot permanent utility easement as shown on plat dated
         January 1998 by AES Consulting engineers.
<PAGE>

(9)      Five (5) foot no access easement along Windsor Boulevard as shown on
         recorded plat of subdivision.

(10)     One Hundred (100) foot Buffer established between residential and
         industrial property as shown on recorded plat of subdivision.

(11)     Thirty (30) foot utility easement dedicated to Isle of Wight County as
         shown on recorded plat of subdivision.

(12)     Power line along Windsor Boulevard and along side lot line adjacent to
         a Farm Road as shown on recorded plat of subdivision.

(13)     Utility easement as recorded in the Clerk's Office of the Circuit
         Court of the County of Isle of Wight as Image number 970004881.

(14)     Drainage ditch easement as recorded in Deed Book 201, page 589 in the
         Clerk's Office of the Circuit Court of the County of Isle of Wight.

(15)     Such other easements, rights of way, dedications and reservations
         contemplated by the approved site plan to service the Property and/or
         the Shirley T. Holland Commerce Park.

For the Expansion Property:

(16)     Real Estate taxes accruing from date of acquisition herein, and
         subsequent semi-annual payments are not yet due and payable.

(17)     Conditions and restrictions as contained in instrument recorded in the
         Clerk's office of the Circuit Court of the County of Isle of Wight,
         Virginia as Image Number 000000389 BUT OMITTING ANY COVENANT OR
         RESTRICTION BASED ON RACE, COLOR, RELIGION, SEX, HANDICAP, FAMILIAL
         STATUS, OR NATIONAL ORIGIN UNLESS AND ONLY TO THE EXTENT THAT SAID
         COVENANT (a) IS EXEMPT UNDER CHAPTER 42, SECTION 3607 OF THE UNITED
         STATE CODE, OR (b) RELATES TO HANDICAP BUT DOES NOT DISCRIMINATE
         AGAINST HANDICAPPED PERSONS.

(18)     Utility easement recorded in the Clerk's Office of the Circuit Court
         of the County of Isle of Wight as recorded as Image no. 970004881.

(19)     Ten (10) foot drainage and utility easement along a lot lines as shown
         on recorded plat of subdivision.

(20)     Twenty (20) foot permanent utility easement as shown on plat dated
         January 1998 by AES Consulting engineers.
<PAGE>

(21)     Thirty (30) foot utility easement dedicated to Is1e of Wight County
         as shown on recorded plat of subdivision.

(22)     Drainage ditch easement as recorded in Deed Book 201, page 589 in the
         Clerk's Office of the Circuit Court of the County of Isle of Wight.
<PAGE>

                                   EXHIBIT G
                                   ---------

                       Description of Expansion Property
                       ---------------------------------

Situated, lying and being a parcel of land located in the Windsor District of
Isle of Wight County, Virginia, said parcel being more particularly described as
follows:

Commencing at a found pipe 0.36 plus or minus miles west of Route 460, said pipe
lying on the northern right of way line of Old Suffolk Road, thence along said
right line of way of Old Suffolk Road in a Westerly direction 1,546.70 feet to a
found pipe, thence leaving said right of North 01 degrees 02 minutes 22 seconds
West a distance of 200.25 feet to a found pipe, said pipe being the true point
and place of beginning, thence South 80 degrees 41 minutes 26 seconds West a
distance of 328.65 feet to a point, thence North 00 degrees 54 minutes 38
seconds West a distance of 806.87 feet to a point, thence North 89 degrees 05
minutes 22 seconds East a distance of 297.49 feet to a point, thence South 15
degrees 11 minutes 30 seconds East a distance of 73.51 feet to a found rod,
thence South 75 degrees 54 minutes 38 seconds East a distance of 9.84 feet to a
point, thence South 00 degrees 54 minutes 38 seconds East a distance of 785.08
feet to a found pipe, said pipe being the true point and place of beginning, and
containing 6.559 acres of land more or less.

</TEXT>
</DOCUMENT>
