MERCURY AIR GROUP INC
EXHIBIT 10.34
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>7
<FILENAME>a93324exv10w34.txt
<DESCRIPTION>EXHIBIT 10.34
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.34

                                     LEASE

         THIS LEASE (this "Lease") is made as of December 31, 2001 (the
"Effective Date"), by and between CFK REALTY PARTNERS, LLC, an Illinois limited
liability company ("Lessor"), whose address is 5456 McConnell Avenue, Los
Angeles, California 90066 and MERCURY AIR GROUP, INC., a Delaware corporation
("Lessee"), whose address is 5456 McConnell Avenue, Los Angeles, California
90066.

                                  WITNESSETH:

         THAT, in consideration of the mutual covenants and agreements herein
contained, Lessor and Lessee hereby covenant and agree as follows:

         1. CERTAIN DEFINED TERMS. The following terms shall have the following
meanings for all purposes of this Lease:

            "ADA" has the meaning set forth in Section 16.C.

            "ADDITIONAL RENTAL" has the meaning set forth in Section 5.B.

            "AFFILIATE" means any Person which directly or indirectly controls,
is under common control with, or is controlled by any other Person. For
purposes of this definition, "controls", "under common control with" and
"controlled by" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or otherwise.

            "APPLICABLE REGULATIONS" means all applicable statutes, regulations,
rules, ordinances, codes, licenses, permits, orders and approvals of each
Governmental Authority having jurisdiction over Lessee and/or the Property,
including, without limitation, all health, building, fire, safety and other
codes, ordinances and requirements and all applicable standards of the National
Board of Fire Underwriters and the ADA, in each case, as amended, and any
judicial or administrative interpretation thereof, including any judicial order,
consent, decree or judgement applicable to Lessee.

            "BASE ANNUAL RENTAL" means $439,968.

            "BASE MONTHLY RENTAL" means an amount equal to 1/12 of the
applicable Base Annual Rental.

            "BUSINESS DAY" means a day on which banks located in Los Angeles,
California are not required or authorized to remain closed (other than a
Saturday and Sunday).

            "CODE" means that the United States Bankruptcy Code, 11 U.S.C. Sec.
101 ET SEQ., as amended.

            "DE MINIMIS AMOUNTS" shall mean, with respect to any given level of



                                       1

<PAGE>
Hazardous Materials, that level or quantity of Hazardous Materials in any form
or combination of forms, the use, storage or release of which does not
constitute a violation of, or require regulation or remediation under, any
Environmental Laws and is customarily employed in the ordinary course of, or
associated with, similar businesses located in the state in which the Property
is located.

         "DEFAULT RATE" means 18% per annum or the highest rate permitted by
law, whichever is less.

         "DISCLOSURES" has the meaning set forth in Section 8.B.

         "EFFECTIVE DATE" has the meaning set forth in the Preamble.

         "ENVIRONMENTAL LAWS" means any present and future federal, state and
local laws, statutes, ordinances, rules and regulations relating to Hazardous
Materials and/or the protection of human health or the environment, by reason of
a Release or a Threatened Release of Hazardous Materials or relating to
liability for or costs of Remediation or prevention of Releases. "Environmental
Laws" includes, but is not limited to, the following statutes, as amended, any
successor thereto, and any regulations, rulings, orders or decrees promulgated
pursuant thereto, and any state or local statutes, ordinances, rules,
regulations and the like addressing similar issues: the Comprehensive
Environmental Response, Compensation and Liability Act; the Emergency Planning
and Community Right-to-Know Act; the Hazardous Materials Transportation Act; the
Resource Conservation and Recovery Act (including but not limited to Subtitle I
relating to underground storage tanks); the Solid Waste Disposal Act; the Clean
Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe
Drinking Water Act; the Occupational Safety and Health Act; the Federal Water
Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act;
the Endangered Species Act; the National Environmental Policy Act; and the River
and Harbors Appropriation Act. "Environmental Laws" also includes, but is not
limited to, any present and future federal, state and local laws, statutes,
ordinances, rules, regulations and the like, as well as common law: conditioning
transfer of property upon a negative declaration or other approval of a
Governmental Authority of the environmental condition of the property; requiring
notification or disclosure of Releases or other environmental condition of the
Property to any Governmental Authority or other person or entity, whether or not
in connection with transfer of title to or interest in property; relating to
nuisance, trespass or other causes of action related to Hazardous Materials; and
relating to wrongful death, personal injury, or property or other damage in
connection with the physical condition or use of the Property by reason of the
presence of Hazardous Materials in, on, under or above the Property.

         "ENVIRONMENTAL LIENS" has the meaning set forth in Section 16.D(ix).

         "EVENT OF DEFAULT" has the meaning set forth in Section 23.

         "EXTENDED TERM" means the period subsequent to the expiration of the
Primary Term which this Lease is actually in effect.


                                       2

<PAGE>
         "GAAP" means generally accepted accounting principles consistently
applied.

         "GOVERNMENTAL AUTHORITY" means any governmental authority, agency,
department, commission, bureau, board, instrumentality, court or
quasi-governmental authority of the United States, the state in which the
Property is located or any political subdivision thereof.

         "HAZARDOUS MATERIALS" means (i) any toxic substance or hazardous waste,
substance, solid waste, or related material, or any pollutant or contaminant;
(ii) radon gas, asbestos in any form which is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment which contains
dielectric fluid containing levels of polychlorinated biphenyls in excess of
federal, state or local safety guidelines, whichever are more stringent, or any
petroleum product; (iii) any substance, gas, material or chemical which is or
may be defined as or included in the definition of "hazardous substances,"
"toxic substances," "hazardous materials," "hazardous wastes," "regulated
substances" or words or similar import under any Environmental Laws; and (iv)
any other chemical, material, gas or substance the exposure to or release of
which is or may be prohibited, limited or regulated by any Governmental
Authority that asserts or may assert jurisdiction over the Property or the
operations or activity at the Property, or any chemical, material, gas or
substance that does or may pose a hazard to the health and/or safety of the
occupants of the Property or the owners and/or occupants of property adjacent to
or surrounding the Property.

         "INDEMNIFIED PARTIES" means Lessor and Lender and their directors,
officers, shareholders, trustees, beneficial owners, partners, members, an any
directors, officers, shareholders, trustees, beneficial owners, partners,
members of any beneficial owners, partners or members of Lessor or Lender, and
all employees, agents, servants, representatives, contractors, subcontractors,
affiliates, subsidiaries, participants, successors and assigns of any of the
foregoing, including, but not limited to, any successors and assigns of any of
the foregoing, including, but not limited to, any successors by merger,
consolidation or acquisition of all or a substantial portion of the assets and
business of Lessor or Lender, as applicable.

         "LEASE TERM" shall have the meaning described in Section 4.

         "LENDER" means General Electric Capital Business Asset Funding
Corporation, a Washington corporation, its successors and assigns, any successor
lender in connection with any loan secured by Lessor's interest in the Property,
and any servicer of any loan secured by Lessor's interest in the Property.

         "LESSEE ENTITIES" means, collectively, Lessee and Permitted Lessees and
all Affiliates of Lessee and Permitted Lessees.

         "LOAN DOCUMENTS" means, collectively, the Notes, the Mortgages and all
other documents, instruments and agreements executed in connection therewith or
contemplated thereby, all as amended and supplemented and any and all
replacements or substitutions thereof.

         "LOSSES" means any and all claims, suits, liabilities (including,
without limitation, strict liabilities), actions, proceedings, obligations,
debts, damages, losses, costs,


                                       3
<PAGE>
expenses, diminutions in value, fines, penalties, charges, fees, expenses,
judgements, awards, amounts paid in settlement and damages of whatever kind or
nature (including, without limitation, attorneys' fees, court costs and other
costs of defense).

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
net worth or operation of Lessee, or the Property, including, without
limitation, the operations of any of the Property as a Permitted Facility and/or
the value of the Property, or (ii) Lessee's ability to perform its obligations
under this Lease and the other Sale-Leaseback Documents.

         "MATURITY DATE" means January 1, 2012.

         "MEMORANDUM" means the memorandum of lease dated as of the date of this
Lease between Lessor and Lessee with respect to the Property. A duplicate
original Memorandum will be executed and recorded in the applicable real
property records for the Property. The Memorandum will contain exhibits with the
addresses and store identification numbers for the Property and the legal
description for the Property.

         "MORTGAGES" means, collectively, the mortgages, deeds of trust or deeds
to secure debt, assignments of rents and leases dated as of even date herewith
executed by Lessor for the benefit of Lender with respect to the Property, as
such instruments may be amended, restated and/or supplemented from time to time
and any and all replacement or substitutions thereof.

         "NOTE" means the promissory note dated as of the date of this Lease
executed by Lessor and payable to Lender with respect to the Property, as such
note may be amended, restated and/or substituted from time to time.

         "NOTICES" means, when used herein, written notice.

         "OTHER AGREEMENTS" means, collectively, all agreements and instruments
now or hereafter entered into between, among or by (1) any of the Lessee
Entities, and, or for the benefit (as intended beneficiary or intended third
party beneficiary) of (2) Lessor; provided, however, the term Other Agreements
shall not include this Lease, the other Sale-Leaseback Documents, agreements
between and among institutional lenders and one or more of the Lessee Entities.

         "PARTICIPATION" means the granting of any participations in any
document evidencing loan obligations or any or all serving rights with respect
thereto.

         "PERMITTED FACILITY" means the operation of an office building and
other related operations as currently in use.

         "PERMITTED SUBLEASES" means that certain sublease dated December__,
2001, made by Mercury Air Group, Inc., a Delaware corporation, as Lessor,
demising a portion of the Property to Permitted Sublessee.



                                       4
<PAGE>
     "PERMITTED SUBLESSEE" or "PERMITTED SUBLESSEES" means, Kelar Corporation.

     "PERSON" means any individual, corporation, partnership, limited liability
company, trust, unincorporated organization, Governmental Authority or any
other form of entity.

     "PERSONALITY" means all machinery, appliances, furniture, equipment, trade
fixtures and other personal property of Lessee (excluding inventory) from time
to time situated on or used in connection with the Property.

     "PREPAYMENT CHARGES" means, for purposes of this Lease, an amount equal to
any prepayment premium or charge, yield maintenance payment, or other cost or
expense imposed on Lessor by the applicable Lender in connection with the
payment of the applicable Note(s) or promissory note(s) prior to the Maturity
Date.

     "PRIMARY TERM" means the period commencing on the Effective Date and
expiring on January 1, 2012.

     "PROPERTY" means the parcels of land located at 5456 McConnell Avenue, Los
Angeles, California 90066 and legally described in EXHIBIT A attached herreto,
all rights, privileges and appurtenances associated therewith, and all
buildings, structures, fixtures and other improvements now or hereafter located
on such real estate (excluding Personalty and inventory).

     "PURCHASE PRICE" means $4,200,000.

     "QUESTIONNAIRES" means the environmental questionnaires completed by
Lessee with respect to the Property and submitted to General Electric Capital
Business Funding Corporation in connection with the mortgage loan on the
Property.

     "REJECTABLE OFFER" has the meaning set forth in Section 21.B.

     "REJECTABLE PURCHASE OFFER" has the meaning set forth in Section 58.A.

     "REJECTABLE SUBSTITUTION OFFER" has the meaning set forth in Section 57.A.

     "RELEASE" means any depositing, discharging, leaking, spilling, injecting,
pumping, pouring, emptying, escaping, dumping or disposing of Hazardous
Materials into the environment, except for De Minimis Amounts.

     "REMEDIATION" means any response, remedial, removal, or corrective action,
any activity to cleanup, detoxify, decontaminate, contain or otherwise
remediate any Hazardous Materials, any actions to prevent, cure or mitigate any
Release, any inspection, investigation, study, monitoring, assessment, sampling
and testing, laboratory or other analysis relating to any

                                       5

<PAGE>
Hazardous Materials.

     "SALE-LEASEBACK AGREEMENT" means that certain Sale-Leaseback Agreement
dated as of the date hereof between Lessor and Lessee, with respect to the
Property.

     "SALE-LEASEBACK DOCUMENTS" means the Sale-Leaseback Agreement, this Lease,
the Memorandum, the Acknowledgment and all other documents executed in
connection therewith or contemplated thereby.

     "THREATENED RELEASE" means a substantial likelihood of a Release which
requires action pursuant to Environmental Law to prevent or mitigate damage to
the soil, surface waters, groundwaters, land, stream sediments, surface or
subsurface strata, ambient air or any other environmental medium comprising or
surrounding the Property which may result from such Release.

     "TITLE COMPANY" means such nationally recognized title insurance company
reasonably acceptable to Lessor.

     "TRANSFER" means any sale, transfer or assignment of any document
evidencing loan obligations, or any or all servicing rights with respect
thereto.

     2.   DEMISE OF PROPERTIES. In consideration of the rentals and other sums
to be paid by Lessee and of the other terms, covenants and conditions on
Lessee's part to be kept and performed, Lessor hereby leases to Lessee, and
Lessee hereby takes and hires, the Property. The Property is leased to Lessee
"AS IS" and "WHERE IS" without representation or warranty by Lessor and subject
to the rights of parties in possession, to the existing state of title, any
state of facts which an accurate survey or physical inspection might reveal,
and all Applicable Regulations now or hereafter in effect. Lessee has examined
the Property and title to the Property and has found all of the same
satisfactory for all of Lessee's purposes.

     3.   CHARACTERIZATION OF LEASE.

          (a)  Lessor and Lessee intend that:

               (i)  this Lease is a "true lease" and not a financing lease,
     capital lease, mortgage, equitable mortgage, deed of trust, trust
     agreement, security agreement or other financing or trust arrangement, and
     the economic realities of this Lease are those of a true lease; and

               (ii) the business relationship created by this Lease and any
     related documents is solely that of a long-term commercial lease between
     landlord and tenant and has been entered into by both parties in reliance
     upon the economic and legal bargains contained herein.

          (b)  Lessor and Lessee acknowledge and agree that the Lease Term,
including any term extensions provided for in this Lease, is less than the
remaining economic life of the Property.

                                        6

<PAGE>
          (c)  Lessee waives any claim or defense based upon the
characterization of this Lease as anything other than a true lease and
irrevocably waives any claim or defense which asserts that this Lease is
anything other than a true lease. Lessee covenants and agrees that it will not
assert that this Lease is anything but a true lease. Lessee stipulates and
agrees not to challenge the validity, enforceability or characterization of the
lease of the Property as a true lease and further stipulates and agrees that
nothing contained in this Lease creates or is intended to create a joint
venture, partnership (either de jure or de facto), equitable mortgage, trust,
financing device or arrangement, security interest or the like. Lessee shall
support the intent of the parties that the lease of the Property pursuant to
this Lease is a true lease and does not create a joint venture, partnership
(either de jure or de facto), equitable mortgage, trust, financing device or
arrangement, security interest or the like, if, and to the extent that, any
challenge occurs.

          (d)  Lessee represents and warrants to Lessor that (i) the Base
Annual Rental is the fair market value for the use of the Property and was
agreed to by Lessor and Lessee on that basis, and (ii) the execution, delivery
and performance by Lessee of this Lease does not constitute a transfer of all
or any part of the Property.

          (e)  The expression of intent, the waivers, the representations and
warranties, the covenants, the agreements and the stipulations set forth in
this Section are a material inducement to Lessor entering into this Lease.

     4.   LEASE TERM. The Lease Term for all of the Property shall commence as
of the Effective Date and shall expire on December 1, 2021, unless terminated
sooner as provided in this Lease and as may be extended for four additional
successive periods of five years each as set forth in Section 27 below. The
time period during which this Lease shall actually be in effect is referred to
herein as the "Lease Term".

     5.   RENTAL, OTHER PAYMENTS AND SECURITY DEPOSIT.

          (a)  If the Effective Date is a date other than the first day of the
month, Lessee shall pay Lessor on the Effective Date the Base Monthly Rental
prorated on the basis of the ratio that the number of days from the Effective
Date through the last day in the month containing the Effective Date bears to
the number of days in such month. Thereafter, on or before the first day of
each succeeding calendar month, Lessee shall pay Lessor in advance the Base
Monthly Rental.

          (b)  All sums of money required to be paid by Lessee under this Lease
which are not specifically referred to as rent ("Additional Rental") shall be
considered rent although not specifically designated as such. Lessor shall have
the same remedies for nonpayment of Additional Rental as those provided herein
for the nonpayment of Base Annual Rental.

     6.   REPRESENTATIONS AND WARRANTIES OF LESSOR. The representations and
warranties of Lessor contained in this Section are being made to induce Lessee
to enter into this Lease and Lessee has relied and will continue to rely upon
such representations and warranties. Lessor represents and warrants to Lessee
as of the Effective Date as follows:

          (a)  ORGANIZATION, AUTHORITY AND STATUS OF LESSOR.

                                        7

<PAGE>

               (i)  Lessor has been duly organized and is validly existing and
     in good standing under the laws of the State of Illinois. All necessary
     corporate action has been taken to authorize the execution, delivery and
     performance by Lessor of this Lease and the other documents, instruments
     and agreements provided for herein.

               (ii) The person who has executed this Lease on behalf of Lessor
     is duly authorized so to do.

          (b)  ENFORCEABILITY. This Lease constitutes the legal, valid and
binding obligation of Lessor, enforceable against Lessor in accordance with its
terms.

     7.   REPRESENTATIONS AND WARRANTIES OF LESSEE. The representations and
warranties of Lessee contained in this Section are being made to induce Lessor
to enter into this Lease and Lessor has relied, and will continue to rely, upon
such representations and warranties. Lessee represents and warrants to Lessor
as of the Effective Date as follows:

          (a)  ORGANIZATION, AUTHORITY AND STATUS OF LESSEE.

               (i)  Lessee has been duly organized or formed, is validly
     existing and in good standing under the laws of its state of incorporation
     or formation and is qualified to do business in any jurisdiction where such
     qualification is required. All necessary corporate action has been taken to
     authorize the execution, delivery and performance by Lessee of this Lease
     and of the other documents, instruments and agreements provided for herein.
     Lessee is not a "foreign corporation", "foreign partnership", "foreign
     trust", "foreign limited liability company" or "foreign estate", as those
     terms are defined in the Internal Revenue Code and the regulations
     promulgated thereunder. Lessee's United States tax identification number is
     correctly set forth on the signature page of this Lease.

               (ii) The person who has executed this Lease on behalf of Lessee
     is duly authorized to do so.

          (b)  ENFORCEABILITY. This Lease constitutes the legal, valid and
binding obligation of Lessee, enforceable against Lessee in accordance with its
terms.

          (c)  LITIGATION. There are no suits, actions, proceedings or
investigations pending, or, to the best of its knowledge, threatened against or
involving Lessee, any Permitted Sublessee or the Property before any arbitrator
or Governmental Authority which might reasonably result in any Material Adverse
Effect.

          (d)  ABSENCE OF BREACHES OR DEFAULTS. Neither Lessee nor any of the
Permitted Sublessees is in default under any document, instrument or agreement
to which Lessee or any Permitted Sublessee is a party or by which Lessee or any
Permitted Sublessee, the Property or any of Lessee's or any Permitted
Sublessee's property is subject or bound, which default could reasonably be
expected to result in a Material Adverse Effect. The authorization, execution,
delivery and performance of this Lease and the other documents, instruments and
agreements provided for herein will not result in any breach of or default under
any document, instrument or agreement to which Lessee is a party or by which
Lessee, the Property, or any of Lessee's property is subject or bound. The
authorization, execution, delivery and performance of


                                       8
<PAGE>
this Lease and the documents, instruments and agreements provided for herein
will not violate any applicable law, statute, regulation, rule, ordinance,
code, rule or order.

        (e) LIABILITIES OF LESSOR. Lessee is not liable for any indebtedness
for money borrowed by Lessor and has not guaranteed any of the debts or
obligations of Lessor.

     8. COVENANTS. Lessee covenants to Lessor for so long as this Lease is in
effect as follows: For purposes of this Agreement, the following terms shall be
defined as set forth below:

        "CAPITAL LEASE" shall mean any lease of any property (whether real,
personal or mixed) by Lessee and any Permitted Sublessee with respect to the
Property which lease would, in conformity with GAAP, be required to be
accounted for as a capital lease on the balance sheet of Lessee. The term
"Capital Lease" shall not include any operating lease or this Lease.

        "DEBT" shall mean as directly related to the Property and the period of
determination (i) indebtedness of Lessee and the Permitted Sublessees for
borrowed money, (ii) obligations of Lessee and the Permitted Sublessees
evidenced by bonds, indentures, notes or similar instruments, (iii) obligations
of Lessee and any Permitted Sublessee to pay the deferred purchase price of
property or services, (iv) obligations of Lessee and the Permitted Sublessees
under leases which should be, in accordance with GAAP, recorded as Capital
Leases, and (v) obligations of Lessee and the Permitted Sublessees under direct
or indirect guarantees in respect of, and obligations (contingent or otherwise)
to purchase or otherwise acquire, or otherwise to assure a creditor against
loss in respect of, indebtedness or obligations of others of the kinds referred
to in clauses (i) through (iv) above. The term "Debt" shall not include
Lessor's debt with respect to the Property or otherwise.

        "DEPRECIATION AND AMORTIZATION" shall mean that with respect to the
Property the depreciation and amortization accruing during any period of
determination with respect to Lessee and the Permitted Sublessees as determined
in accordance with GAAP. The term "Depreciation and Amortization" shall not
include Lessor's depreciation and amortization with respect to the Property or
otherwise.

        "EQUIPMENT PAYMENT AMOUNT" shall mean for any period of determination
the sum of all amounts payable during such period of determination under all
(i) leases entered into by Lessee and any Permitted Sublessee for equipment
located at the Property and (ii) all loans made to Lessee and any Permitted
Sublessee secured by Lessee's and Permitted Sublessee's interests in the
equipment located at the Property.

        "GROSS SALES" means the sales or other income arising from all business
conducted at the Property by Lessee and any Permitted Sublessee during the
period of determination, less sales tax paid by Lessee in connection with the
business conducted at the Property during such period.

        "INTEREST EXPENSE" shall mean for any period of determination, the sum
of all interest accrued or which should be accrued in respect of all Debt of
Lessee and Permitted Sublessees allocable to the Property and all business
operations thereon during such period

                                       9
<PAGE>

(including interest attributable to Capital Leases), as determined in
accordance with GAAP.

          "NET INCOME" shall mean with respect to the period of determination,
the net income or net loss of Lessee and the Permitted Sublessees allocable to
the Property. In determining the amount of Net Income, (i) adjustments shall be
made for nonrecurring gains and losses allocable to the period of
determination, (ii) deductions shall be made for, among other things,
Depreciation and Amortization, Interest Expense and Operating Lease Expense
allocable to the period of determination, and (iii) no deductions shall be made
for (x) income taxes or charges equivalent to income taxes allocable to the
period of determination, as determined in accordance with GAAP, or (y)
corporate overhead expense allocable to the period of determination.

          "OPERATING LEASE EXPENSE" shall mean the expenses incurred by Lessee
and Permitted Sublessees under any operating leases with respect to the
Property (including this Lease) and the business operations thereon during the
period of determination, as determined in accordance with GAAP.

          (a)  NONCONSOLIDATION COVENANTS.

          Lessee will not assume liability for any indebtedness for money
borrowed by Lessor and does not, and will not, guarantee any of the debts or
obligations of Lessor. Lessee will not hold itself out as being liable for any
obligations or indebtedness of Lessor.


                                       10

<PAGE>
          (i)    Lessee shall not and shall use its best efforts to cause its
affiliates not to hold Lessor out to the public or to any individual creditors
as being a unified entity with assets and liabilities in common with Lessee.

          (ii)   Lessee shall conduct its business so as not to mislead others
as to the separate identity of Lessor, and particularly will avoid the
appearance of conducting business on behalf of Lessor. Without limiting the
generality of the foregoing, no oral and written communications of Lessee,
including, without limitation, letters, invoices, purchase orders, contracts,
statements and loan applications, will be made in the name of Lessor which to
the extent that to do otherwise would materially bear upon the maintenance of
Lessor's separate identity.

          (iii)  Lessee will not act in Lessor's name.

          (iv)   Where necessary and appropriate, Lessee shall disclose the
independent business status of Lessor to creditors of Lessee, if any.

          (v)    The resolutions, agreements and other instruments of Lessee,
if any, underlying the transactions described in this Lease will be maintained
by Lessee.

          (vi)   All transactions between Lessee and Lessor will be no less
fair to each party than they could obtain on an arm's-length basis.

          (vii)  The books, records and accounts of Lessee shall at all times
be maintained in a manner permitting the assets and liabilities of Lessor to be
easily separated and readily ascertained from those of Lessee.

          (viii) Lessee will not direct, or otherwise control, the ongoing
business decisions of Lessor.

          (ix)   Lessee will not file or cause to be filed a voluntary or
involuntary petition in bankruptcy on behalf of or against Lessor.

     (b)  TRANSFER AND PARTICIPATION COVENANTS.

          (i)    Lessee agrees to cooperate and to cause the Permitted
Sublessees to cooperate, in good faith with Lessor and Lender in connection
with any Transfer and/or Participation of any of the Notes, Mortgages and/or
any of the Loan Documents, or any or all servicing rights with respect thereto,
including, without limitation, (x) providing such documents, financial and
other data, and other information and materials (the "Disclosures") which would
typically be required with respect to Lessee and Permitted Sublessees by a
purchaser, transferee, assignee, servicer, participant, investor or rating
agency involved with respect to such Transfer and/or Participation as
applicable; provided, however, Lessee shall not be required to make Disclosures
of any confidential information or any information which has not previously
been made public unless required by applicable federal or state securities
laws; and (y) amending the terms of this Lease to the extent necessary so as to
satisfy the requirements of purchasers, transferees, assignees, servicers,
participants, investors or selected rating agencies involved in any


                                       11

<PAGE>
     such Transfer or Participation so long as such amendments would not
     increase the Base Annual Rental or Additional Rental required to be paid
     under this Lease or have a material adverse effect upon Lessee or the
     transactions contemplated by this Lease.

                   (ii) Lessee consents to Lessor and Lender providing the
     Disclosures, as well as any other information which Lessor and Lender may
     now have or hereafter acquire with respect to the Property or the financial
     condition of Lessee to each purchaser, transferee, assignee, servicer,
     participant, investor or rating agency involved with respect to such
     Transfer and/or Participation, as applicable. Lessee shall pay its own
     attorney fees and other out-of-pocket expenses incurred in connection with
     the performance of its obligations under this Section 8.B.

     (c)  COMPLIANCE CERTIFICATE. Within 60 days after the end of each fiscal
year of Lessee, Lessee and Permitted Sublessees shall deliver to Lessor such
compliance certificates as Lessor may reasonably require in order to establish
that Lessee and Permitted Sublessees are in compliance in all material respects
with all of the obligations, duties and covenants imposed pursuant to Section 8.

     9.   RENTALS TO BE NET TO LESSOR. The Base Annual Rental payable hereunder
shall be net to Lessor, so that this Lease shall yield to Lessor the rentals
specified during the Lease Term, and that all costs, expenses and obligations
of every kind and nature whatsoever relating to the Property shall be
performed and paid by Lessee.

     10.  TAXES AND ASSESSMENTS. Lessee shall pay, or shall cause the Permitted
Sublessees to pay, prior to the earlier of delinquency or the accrual of
interest on the unpaid balance, all taxes and assessments of every type or
nature assessed against, imposed upon or arising with respect to Lessor, the
Property, this Lease, the rental or other payments due under this Lease or
Lessee during the Lease Term which affect in any manner the net return realized
by Lessor under this Lease, including, without limitation, the following:

     (a)  All taxes and assessments upon the Property or any part thereof and
upon any Personalty, whether belonging to Lessor, Lessee or any Permitted
Sublessee, or any tax or charge levied in lieu of such taxes and assessments;

     (b)  All taxes, charges, license fees and or similar fees imposed by
reason of the use of the Property by Lessee and the Permitted Sublessees; and

     (c)  All excise, transaction, privilege, license, sales, use and other
taxes upon the rental or other payments due under this Lease, the leasehold
estate of either party or the activities of either party pursuant to this Lease.

     Notwithstanding the foregoing, but without limiting the preceding
obligation of Lessee to pay and cause to be paid all taxes which are imposed on
the rental or other payments due under this Lease, in no event will Lessee be
required to pay any net income taxes (i.e., taxes which are determined taking
into account deductions for depreciation, interest, taxes and ordinary and
necessary business expenses) or franchise taxes of Lessor (unless imposed in
lieu of other taxes that would otherwise be the obligation of Lessee under
this Lease, including, without limitation, any "gross receipts tax" or any
similar tax based upon gross income or receipts of Lessor with

                                       12


<PAGE>
respect to this Lease which does not take into account deductions from
depreciation, interest, taxes and/or ordinary or necessary business expenses),
any transfer taxes of Lessor, or any tax imposed with respect to the sale,
exchange or other disposition by Lessor, in whole or in part, of the Property
or Lessor's interest in this Lease (other than transfer or recordation taxes
imposed in connection with the transfer of the Property to Lessee, the
substitution of a Substitute Property or, the termination of this Lease
pursuant to the provisions of this Lease).

     All taxing authorities shall be instructed to send all tax and assessment
invoices to Lessee and Lessee shall promptly provide Lessor and Lender with
copies of all tax and assessment invoices received by Lessee. Upon request,
Lessee shall also provide Lessor and Lender with evidence that such invoices
were paid in a timely fashion. Lessee may, at its own expense, contest or cause
to be contested (in the case of any item involving more than $1,000.00, after
prior written notice to Lessor), by appropriate legal proceedings conducted in
good faith and with due diligence, the amount or validity or application, in
whole or in part, of any item specified in this Section or lien therefor,
provided that (i) such proceeding shall suspend the collection thereof from the
Property or any interest therein, (ii) neither the Property nor any interest
therein would be in any danger of being sold, forfeited or lost by reason of
such proceedings, (iii) no Event of Default has occurred, and (iv) Lessee shall
have deposited with Lessor adequate reserves for the payment of the taxes,
together with all interest and penalties thereof, unless paid in full under
protest, or Lessee shall have furnished the security as may be required in the
proceeding or as may be required by Lesser to ensure payment of any contested
taxes.

     11.  UTILITIES. Lessee and the applicable Permitted Sublessee shall
contract, in their own name, for and pay when due all charges for the connection
and use of water, gas, electricity, telephone, garbage collection, sewer use and
other utility services supplied to the Property during the Lease Term. Under no
circumstances shall Lessor be responsible for any interruption of any utility
service.

     12.  INSURANCE. Throughout the Lease Term, Lessee shall maintain and cause
the Permitted Sublessees to maintain with respect to the Property, at their
sole expense, the types and amounts of insurance specified in the Loan
Documents:

     13.  TAX AND INSURANCE IMPOUND. Upon the occurrence of an Event of Default,
Lessor may require Lessee to pay to Lessor sums which will provide an impound
account (which shall not be deemed a trust fund) for paying up to the next one
year of taxes, assessments and/or insurance premiums for the Property. Upon such
requirement, Lessor will estimate the amounts needed for such purposes and will
notify Lessee to pay the same to Lessor in equal monthly installments, as nearly
as practicable, in addition to all other sums due under this Lease. Should
additional funds be required at any time, Lessee shall pay the same to Lessor on
demand. Lessee shall advise Lessor of all taxes and insurance bills which are
due and shall cooperate fully with Lessor in assuring that the same are paid
timely. Lessor may deposit all impounded funds in accounts insured by any
federal or state agency and may commingle such funds with other funds and
accounts of Lessor. Interest or other gains from such funds, if any, shall be
the sole property of Lessor. In the event of any default by Lessee, Lessor may
apply all impounded funds against any sums due from Lessee to Lessor. Lessor
shall give to Lessee an annual accounting showing all credits and debits to and
from such impounded funds received

                                       13
<PAGE>
from Lessee.

     14. PAYMENT OF RENTAL AND OTHER SUMS. All rental and other sums which
Lessee is required to pay hereunder shall be the unconditional obligation of
Lessee and shall be payable in full when due without any setoff, abatement,
deferment, deduction or counterclaim whatsoever. Upon execution of this Lease,
Lessee shall establish arrangements whereby payments of the Base Monthly Rental
and impound payments, if any, are transferred by Automated Clearing House Debit
directly from Lessee's bank account to such account as Lender may designate,
provided, however, that Lender shall immediately refund to Lessor the difference
between the amount received by Lender hereunder and any amounts required to be
paid by Lessor to Lender pursuant to the Loan Documents. Any delinquent payment
(that is, any payment not made within five calendar days after the date when
due) shall, in addition to any other remedy of Lessor, incur a late charge of 5%
(which late charge is intended to compensate Lessor for the cost of handling and
processing such delinquent payment and should not be considered interest) and
bear interest at the Default Rate, such interest to be computed from and
including the date such payment was due through and including the date of the
payment; provided, however, in no event shall Lessee be obligated to pay a sum
of late charge and interest higher than the maximum legal rate then in effect.

     15. USE. Lessee and the Permitted Sublessees shall occupy the Property
promptly following the Effective Date and, except during periods when the
Property is untenantable by reason of fire or other casualty or condemnation
(provided, however, during all such periods while the Property is untenantable,
Lessee shall strictly comply with the terms and conditions of Section 21 of this
Lease).

     Lessee shall not, by itself or through any assignment, sublease or other
type of transfer, convert the Property to a use other than a Permitted Facility
during the Lease Term without Lessor's consent, which consent shall not be
unreasonably withheld or delayed. Lessor may consider any or all of the
following in determining whether to grant its consent, without being deemed to
be unreasonable: (i) whether the rental paid to Lessor would be equal to or
greater than the anticipated rental assuming continued existing use, (ii)
whether the proposed rental to be paid to Lessor is reasonable considering the
converted use of the Property and the customary rental prevailing in the
community for such use, (iii) whether the converted use will be consistent with
the highest and best use of the Property, and (iv) whether the converted use
will increase Lessor's risks or decrease the value of the Property.

     16. COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES.

     (a) Lessee's and the Permitted Sublessees' use and occupation of the
Property, and the condition thereof, shall, at Lessee's and the Permitted
Sublessees' sole cost and expense, comply in all material respects with all
Applicable Regulations and all restrictions, covenants and encumbrances of
record with respect to the Property. In addition to the other requirements of
this Section, Lessee shall, at all times throughout the Lease Term, comply with
and cause the Permitted Sublessees to comply with all Applicable Regulations,
including, without limitation, in connection with any maintenance, repairs and
replacements of the Property undertaken by Lessee as required by Section 17 of
this Lease.
<PAGE>
     (b) Lessee will not permit any act or condition to exist on or about the
Property which will increase any insurance rate thereon, except when such acts
are required in the normal course of business and Lessee shall pay for such
increase.

     (c) Without limiting the generality of the other provisions of this
Section, Lessee agrees that it shall be responsible for complying in all
respects with and causing compliance in all respects with the Americans with
Disabilities Act of 1990, as such act may be amended from time to time, and all
regulations promulgated thereunder (collectively, the "ADA"), as it affects the
Property, including, but not limited to, making required "readily achievable"
changes to remove any architectural or communications barriers, and providing
auxiliary aides and services within the Property. Lessee further agrees that
any and all alterations made to the Property during the Lease Term will comply
with the requirements of the ADA. All plans for alterations which must be
submitted to Lessor under the provisions of Section 18 must include a statement
from a licensed architect or engineer certifying that they have reviewed the
plans, and that the plans substantially comply with all applicable provisions
of the ADA. Any subsequent approval or consent to the plans by Lessor shall not
be deemed to be a representation of Lessor's part that the plans comply with
the ADA, which obligation shall remain with Lessee. Lessee agrees that it will
defend, indemnify and hold harmless the Indemnified Parties from and against
any and all Losses caused by, incurred or resulting from Lessee's failure to
comply with its obligations under this Section.

     (d) Lessee represents and warrants to Lessor, as of the Effective Date, to
Lessee's knowledge and except as disclosed in the Questionnaires:

        (i) Neither the Property nor Lessee are in violation of, or subject to,
    any pending or threatened investigation or inquiry by any Governmental
    Authority or to any remedial obligations under any Environmental Laws, and
    this representation and warranty would continue to be true and correct
    following disclosure to the applicable Governmental Authorities of all
    relevant facts, conditions and circumstances, if any, pertaining to the
    Property.

        (ii) No permits, licenses or similar authorizations to construct,
    occupy, operate or use any buildings, improvements, fixtures and equipment
    forming a part of the Property by reason of any Environmental Laws have been
    obtained or are required to be obtained, except for such permits, licenses
    or authorizations the failure of which to obtain could reasonably be
    expected to have a Material Adverse Effect.

        (iii) No Hazardous Materials have been used, handled, manufactured,
    generated, produced, stored, treated, processed, transferred, disposed of or
    otherwise Released in, on, under, from or about the Property, except in De
    Minimis Amounts.

        (iv) The Property does not contain Hazardous Materials, other than in De
    Minimis Amounts, or underground storage tanks.

        (v) There is not threat of any Release migrating to the Property.

        (vi) There is no past or present non-compliance with Environmental Laws,
    or with permits issued pursuant thereto, in connection with the Property
    which

                                       15

<PAGE>
    could reasonably by expected to have a material adverse effect.

         (vii) Lessee has not received any written or oral notice or other
    communication from any person or entity (including but not limited to a
    Governmental Authority) relating to Hazardous Materials or Remediation
    thereof, of possible liability of any person or entity pursuant to any
    Environmental Law, other environmental conditions in connection with the
    Property, or any actual or potential administrative or judicial proceedings
    in connection with any of the foregoing, in each case with respect to a
    condition or event that could reasonably be expected to have a Material
    Adverse Effect.

         (viii) Lessee has truthfully and fully provided to Lessor, in writing,
    any and all information relating to environmental conditions in, on, under
    or from the Property that is known to Lessee and that is contained in
    Lessee's files and records, including but not limited to any reports
    relating to Hazardous Materials in, on, under to or from the Property.

         (ix) All uses and operations on or of the Property, whether by Lessee
    or any other person or entity, have been in compliance with all
    Environmental Laws and permits issued pursuant thereto, except for such
    non-compliance which could not reasonably be expected to have a Material
    Adverse Effect; there have been no Releases in, on, under to or from the
    Property, except in De Minimis Amounts; there are no Hazardous Materials in,
    on, or under or to Lessee's knowledge, migrating to the Property, except in
    De Minimis Amounts; and the Property has been kept free and clear of all
    liens and other encumbrances imposed pursuant to any Environmental Law (the
    "Environmental Liens"). Lessee has not allowed any tenant or other user of
    the Property to do any act that materially increased the dangers to human
    health or the environment, posed an unreasonable risk of harm to any person
    or entity (whether on or off the Property), impaired the value of the
    Property, is contrary to any requirement of any insurer, constituted a
    public or private nuisance, constituted waste, or violated any covenant,
    condition, agreement or casement applicable to the Property.

     (e) Lessee covenants to Lessor during the Lease Term that: (i) the Property
shall not be in violation of or subject to any investigation or inquiry by any
Governmental Authority or to any remedial or other obligations under any
Environmental Laws, except for such violations or investigations or inquiries
which relate to Hazardous Materials in De Minimis Amounts which are or will be
handled in accordance with applicable law. If any such investigation or inquiry
is initiated, Lessee shall promptly notify Lessor; (ii) all uses and operations
on or of the Property, whether by Lessee, a Permitted Sublessee or any other
person or entity, shall be in compliance with all Environmental Laws and permits
issued pursuant thereto; (iii) there shall be no Releases in, on, under or from
the Property, except in De Minimis Amounts; (iv) there shall be no Hazardous
Materials in, on, or under the Property, except in De Minimis Amounts; (v)
Lessee shall keep the Property free and clear of all Environmental Liens,
whether due to any act or omission of Lessee or any other person or entity; (vi)
Lessee shall, at its sole cost and expense, fully and expeditiously cooperate in
all activities pursuant to subsection F below, including but not limited to
providing all relevant information and making knowledgeable persons available
for interviews; (vii) Lessee shall, at its sole cost and expense, perform any
environmental site assessment or other investigation of environmental conditions
in


                                       16
<PAGE>
connection with the Property as may be reasonably requested by Lessor and where
there is an independent reasonable reason to perform such investigation
(including but not limited to sampling, testing and analysis of soil, water,
air, building materials and other materials and substances whether solid, liquid
or gas), and share with Lessor the reports and other results thereof, and Lessor
and the other Indemnified Parties shall be entitled to rely on such reports and
other results thereof; (viii) Lessee shall, at its sole cost and expense, comply
with all reasonable written requests of Lessor to (1) reasonably effectuate
Remediation of any condition (including but not limited to a Release) in, on,
under or from the Property where such Remediation is required under applicable
Environmental Law; (2) comply with any Environmental Law; (3) comply with any
directive from any Governmental Authority; and (4) take any other reasonable
action necessary or appropriate for protection to human health or the
environment where such Remediation is required under applicable Environmental
Law; (ix) Lessee shall not do or allow any Permitted Sublessee or any other
tenant or other user of the Property to do any act that materially increases the
dangers to human health or the environment, poses an unreasonable risk of harm
to any person or entity (whether on or off the Property), impairs or may impair
the value of the Property, is contrary to any requirement of any insurer or
Lender, constitutes a public or private nuisance, constitutes waste, or violates
any covenant, condition, agreement or easement applicable to the Property; and
(x) Lessee shall immediately notify Lessor in writing of (A) any presence of
Releases or Threatened Releases in, on, under, from or migrating towards the
Property; (b) any non-compliance with any Environmental Laws related in any way
to any of the Property; (C) any actual Environmental Lien; (D) any required or
proposed Remediation of environmental conditions relating to the Property; and
(E) any written or oral notice of other communication of which Lessee becomes
aware from any source whatsoever (including but not limited to a Governmental
Authority) relating in any way to Hazardous Materials or Remediation thereof,
possible liability of any person or entity pursuant to any Environmental Law,
other environmental conditions in connection with the Property, or any actual or
potential administrative or judicial proceedings in connection with anything
referred to in this Section.

     (f) Lessor, Lender and any other person or entity designated by Lessor,
including but not limited to any receiver, any representative of a Governmental
Authority, and any environmental consultant, shall have the right, after five
Business Days' prior written notice to Lessee (except that in the event of an
emergency no such prior notice  shall be required) but not the obligation, to
enter upon the Property at all reasonable times (including, without limitation,
in connection with any Participation or Transfer or in connection with a
proposed sale or conveyance of the Property or a proposed financing or
refinancing secured by the Property or in connection with the exercise of any
remedies set forth in this Lease, the Mortgages or the other Loan Documents, as
applicable) to assess any and all aspects of the environmental condition of the
Property and its use, including but not limited to conducting any environmental
assessment or audit (the scope of which shall be determined in the sole and
absolute discretion of the party conducting the assessment but which events
shall be reasonable and in proportion to the environmental conditions at the
property) and taking samples of soil, groundwater or other water, air, or
building materials, and conducting other invasive testing; provided, however,
that any such persons (except in emergencies) shall use reasonable efforts to
undertake any such assessments or investigations so as to minimize the impact
on business operations at the Property. Lessee shall cooperate with and provide
access to Lessor, Lender and any other person or entity designated by Lessor.
Any such assessment and investigation shall be at Lessee's sole cost and
expense.

                                       17
<PAGE>
     (g) Lessee shall, at its sole cost and expense, protect, defend, indemnify,
release and hold harmless each of the Indemnified Parties for, from and against
any and all Losses (excluding Losses suffered by an Indemnified Party directly
arising out of such Indemnified Party's gross negligence or willful misconduct;
provided, however, that the term "gross negligence" shall not include gross
negligence imputed as a matter of law to any of the Indemnified Parties solely
by reason of the Lessor's interest in the Property or Lessor's failure to act in
respect of matters which are or were the obligation of Lessee under this Lease)
and costs of Remediation (whether or not performed voluntarily), engineers'
fees, environmental consultants' fees, and costs of investigation (including but
not limited to sampling, testing, and analysis of soil, water, air, building
materials and other materials and substances whether solid, liquid or gas)
imposed upon or incurred by or asserted against any Indemnified Parties, and
directly or indirectly arising out of or in any way relating to any one or more
of the following: (i) any presence of any Hazardous Materials in, on, above,
under or from the Property; (ii) any past or present Release or Threatened
Release in, on, above, under or from the Property; (iii) any activity by Lessee,
a Permitted Sublessee, any person or entity affiliated with Lessee or a
Permitted Sublessee or any other tenant or other user of the Property in
connection with any actual, proposed or threatened use, treatment, storage,
holding, existence, disposition or other Release, generation, production,
manufacturing, processing, refining, control, management, abatement, removal,
handling, transfer or transportation to or from the Property of any Hazardous
Materials at any time located in, under, on or above the Property; (iv) any
activity by Lessee, a Permitted Sublessee, any person or entity affiliated with
Lessee or a Permitted Sublessee or any other tenant or other user of the
Property in connection with any actual or proposed Remediation of any Hazardous
Materials at any time located in, under, on or above the Property, whether or
not such Remediation is voluntary or pursuant to court or administrative order,
including but not limited to any removal, remedial or corrective action; (v) any
non-compliance or violations of any Environmental Laws (or permits issued
pursuant to any Environmental Law) in connection with the Property or operations
thereon, including but not limited to any failure by Lessee, a Permitted
Sublessee, any person or entity affiliated with Lessee or a Permitted Sublessee
or any other tenant or other user of the Property to comply with any order of
any Governmental Authority in connection with any Environmental Laws; (vi) the
imposition, recording or filing of any Environmental Lien encumbering the
Property; (vii) any administrative processes or proceedings or judicial
proceedings in any way connected with any matter addressed in this Section;
(viii) any Remediation required pursuant to Environmental Laws relating to
injury to, destruction of or loss of natural resources in any way connected with
the Property, including but not limited to costs to investigate and assess such
injury, destruction or loss; (ix) any acts of Lessee, a Permitted Sublessee, any
person or entity affiliated with Lessee or a Permitted Sublessee or any other
tenant or user of the Property in arranging for disposal or treatment, or
arranging with a transporter for transport for disposal or treatment, of
Hazardous Materials owned or possessed by Lessee, a Permitted Sublessee, any
person or entity affiliated with Lessee or a Permitted Sublessee or any other
tenant or user of the Property, at any facility or incineration vessel owned or
operated by another person or entity and containing such or similar Hazardous
Materials; (x) any acts of Lessee, a Permitted Sublessee, any person or entity
affiliated with Lessee or a Permitted Sublessee or any other tenant or user of
the Property, in accepting any Hazardous Materials for transport to disposal or
treatment facilities, incineration vessels or sites selected by Lessee, a
Permitted Sublessee, any person or entity affiliated with Lessee or a Permitted
Sublessee or any other tenant or user of the Property, from which there is a

                                       18

<PAGE>
Release, or a Threatened Release of any Hazardous Materials which causes the
incurrence of costs for Remediation; (xi) any personal injury, wrongful death,
or property damage arising under any statutory or common law or tort law
theory, relating to the use or presence of Hazardous Materials at the Property;
and (xii) any misrepresentation or inaccuracy in any representation or warranty
or material breach or failure to perform any covenants or other obligations
pursuant to this Section.

         (h) The obligations of Lessee and the rights and remedies of the
Indemnified Parties under the foregoing subsections D through G shall survive
the termination, expiration and/or release of this Lease.

     17. CONDITION OF PROPERTIES; MAINTENANCE. Lessee, at its own expense, will
maintain and cause the Permitted Sublessees to maintain all parts of the
Property in good repair and sound condition, except for ordinary wear and tear,
and will take all action and will make all structural and non-structural,
foreseen and unforeseen and ordinary and extraordinary changes and repairs or
replacements which may be required to keep all parts of the Property in good
repair and sound condition. Lessee waives any right to (i) require Lessor to
maintain, repair or rebuild all or any part of the Property or (ii) make
repairs at the expense of Lessor, pursuant to any Applicable Regulations at any
time in effect.

     18. WASTE; ALTERATIONS AND IMPROVEMENTS. Neither Lessee nor any Permitted
Sublessee shall commit actual or constructive waste upon the Property. Neither
Lessee nor any Permitted Sublessee shall alter the exterior, structural,
plumbing or electrical elements of the Property in any manner without the
consent of Lessor, which consent shall not be unreasonably withheld,
conditioned or delayed (it being understood and agreed that to the extent
Lessor is required to obtain the approval of Lender with respect to any such
alterations, Lessor shall in no event be deemed to have unreasonably withheld
Lessor's approval thereof if Lender shall not have given its approval if
required); provided, however, Lessee or a Permitted Sublessee may undertake
nonstructural alterations to the Property costing less than $50,000.00 without
Lessor's consent. If Lessor's consent is required hereunder and Lessor consents
to the making of any such alterations, the same shall be made according to
plans and specification approved by Lessor and subject to such other conditions
as Lessor shall require. All alterations shall be made by Lessee or a Permitted
Sublessee shall be at their sole expense by licensed contractors and in
accordance with all applicable laws governing such alterations. Any work at any
time commenced by Lessee or a Permitted Sublessee on the Property shall be
prosecuted diligently to completion, shall be of good workmanship and materials
and shall comply fully with all the terms of this Lease. Upon completion of any
alterations, Lessee shall promptly provide Lessor with (i) evidence of full
payment to all laborers and materialmen contributing to the alterations, (ii)
to the extent Lessor is required to preapprove plans and specifications for
such alterations, an architect's certificate certifying the alterations to have
been completed in conformity with the plans and specification, (iii) a
certificate of occupancy (if the alterations are of such a nature as would
require the issuance of a certificate of occupancy), and (iv) any other
documents or information reasonably requested by Lessor. Any addition to or
alteration of the Property shall automatically be deemed a part of the Property
and belong to Lessor, and Lessee and the applicable Permitted Sublessee shall
execute and deliver to Lessor such instruments as Lessor may require to
evidence the ownership by Lessor of such addition or alteration. Lessee and the
applicable Permitted Sublessee shall execute and file or record, as
appropriate, a "Notice

                                       19

<PAGE>
of Non-Responsibility," or any equivalent notice permitted under applicable law
in the state where the Property is located.

     19. INDEMNIFICATION. Lessee shall indemnify, protect, defend and hold
harmless each of the Indemnified Parties from and against any and all Losses
(excluding Losses suffered by an Indemnified Party arising out of the gross
negligence or willful misconduct of such Indemnified Party; provided, however,
that the term "gross negligence" shall not include gross negligence imputed as
a matter of law to any of the Indemnified Parties solely by reason of the
Lessor's interest in the Property or Lessor's failure to act in respect of
matters which are or were the obligation of Lessee under this Lease) caused by,
incurred or resulting from Lessee's or any Permitted Sublessee's operations of
or relating in any manner to the Property, whether relating to their original
design or construction, latent defects, alteration, maintenance, use by Lessee,
any Permitted Sublessee or any person thereon, supervision or otherwise, or
from any breach of, default under, or failure to perform, any term or provision
of this Lease by Lessee, its officers, employees, agents or other persons, or
to which any Indemnified Party is subject because of Lessor's interest in the
Property, including, without limitation, Losses arising from (1) any accident,
injury to or death of any person or loss of or damage to property occurring in,
on or about the Property or portion thereof or on the adjoining sidewalks,
curbs, parking areas, streets or ways, (2) any use, non-use or condition in, on
or about, or possession, alteration, repair, operation, maintenance or
management of, the Property or any portion thereof or on the adjoining
sidewalks, curbs, parking areas, streets or ways, (3) any representation or
warranty made herein by Lessee, in any certificate delivered in connection
herewith or in any other agreement to which Lessee is a party or pursuant
thereto being false or misleading in any material respect as of the date of
such representation or warranty was made, (4) performance of any labor or
services or the furnishing of any materials or other property in respect to the
Property or any portion thereof, (5) any taxes, assessments or other charges
which Lessee is required to pay or cause to be paid under Section 10, (6) any
lien, encumbrance or claim arising on or against the Property or any portion
thereof under any Applicable Regulation or otherwise which Lessee is obligated
hereunder to remove and discharge or cause to be removed or discharged, or the
failure to comply with any Applicable Regulation, (7) the claims of any
invitees, patrons, licensees or subtenants of all or any portion of the
Property or any Person acting through or under Lessee or any Permitted
Sublessee or otherwise acting under or as a consequence of this Lease or any
sublease, (8) any act or omission of Lessee or any Permitted Sublessee or their
agents, contractors, licensees, subtenants or invitees, and (9) any contest
referred to in Section 10. It is expressly understood and agreed that Lessee's
obligations under this Section shall survive the expiration or earlier
termination of this Lease for any reason.

     20. QUIET ENJOYMENT. So long as Lessee shall pay the rental and other sums
herein provided and shall keep and perform all of the terms, covenants and
conditions on its part herein contained, Lessee shall have, subject and
subordinate to Lessor's rights herein, the right to the peaceful and quiet
occupancy of the Property. Notwithstanding the foregoing, however, in no event
shall Lessee be entitled to bring any action against Lessor to enforce its
rights hereunder if an Event of Default shall have occurred and be continuing.

     21. CONDEMNATION OR DESTRUCTION.

        (a) In the event of a taking of all or any part of the Property for any
public or

                                       20
<PAGE>
quasi-public purpose by any lawful power or authority by exercise of the right
of condemnation or eminent domain or by agreement between Lessor, Lessee and
those authorized to exercise such right ("Taking") or the commencement of any
proceedings or negotiations which might result in a Taking or any damage to or
destruction of the Property or any part thereof (a "Casualty"), Lessee will
promptly give written notice thereof to Lessor, generally describing the nature
and extent of such Taking, proceedings, negotiations or Casualty and including
copies of any documents or notices received in connection therewith.
Thereafter, Lessee shall promptly send Lessor copies of all correspondence and
pleadings relating to any such Taking, proceedings, negotiations or Casualty.
During all periods of time following a Casualty, Lessee shall ensure that the
subject Property is secure and does not pose any risk of harm to adjoining
property owners or occupants or third-parties.

     (b)  In the event of (i) a Taking of the whole of the Property, other than
for temporary use, (ii) a Taking of substantially all of the Property (other
than for temporary use) that results in Lessee making a good faith
determination that the restoration and continued use of the remainder of the
Property as a Permitted Facility would be uneconomic (each of (i) and (ii), a
"Total Taking"), or (iii) a Casualty of substantially all of the Property that
results in Lessee making a good faith determination that the restoration and
continued use of the Property as a Permitted Facility would be uneconomic (a
"Total Casualty"), Lessor shall be entitled to receive the entire award,
insurance proceeds or payment in connection therewith without deduction for any
estate vested in Lessee by this Lease or any Permitted Sublessee by the
Permitted Subleases. Lessee hereby expressly assigns to Lessor all of its
right, title and interest in and to every such award, insurance proceeds or
payment and agrees that neither Lessee nor any Permitted Sublessee shall be
entitled to any award, insurance proceeds or payment for the value of Lessee's
leasehold interest in this Lease. Lessee shall be entitled to claim and receive
any award or payment from the condemning authority expressly granted for the
taking of Personalty, the interruption of its business and moving expenses, but
only if such claim or award does not adversely affect or interfere with the
prosecution of Lessor's claim for the Total Taking or otherwise reduce the
amount recoverable by Lessor for the Total Taking. Lessee shall be entitled to
claim and receive any insurance proceeds with respect to the Personalty, the
interruption of its business and moving expenses, but only if such claim or
proceeds does not adversely affect or interfere with the prosecution of
Lessor's claim for the Total Casualty or otherwise reduce the amount
recoverable by Lessor for the Total Casualty.

     In the event of a Total Taking or Total Casualty, Lessee shall have the
right to terminate this Lease by notice (the "Termination Notice") given to
Lessor not later than 30 days after the Total Taking or Total Casualty, as
applicable. The Termination Notice must: (i) specify a date on which this Lease
with respect to the Property shall terminate, which date shall be the last day
of a calendar month occurring not earlier than 120 days and not later than 150
days after the delivery of such notice (the "Early Termination Date"); (ii)
contain a certificate executed by the president, chief financial officer or
treasurer of Lessee which (X) describes the Total Taking or Total Casualty, (Y)
represents and warrants that either the whole of the Property has been taken, or
that substantially all of the Property has been taken and Lessee has determined
in good faith that the restoration and continued use of the remainder of the
Property as a Permitted Facility would be uneconomic, or that substantially all
of the Property has been damaged or destroyed and Lessee has determined in good
faith that the restoration and continued use of the Property as a Permitted
Facility would be uneconomic, and contains a covenant by Lessee that

                                       21

<PAGE>
neither Lessee or any Affiliate of Lessee will use such Property for a period of
2 years following the Early Termination Date; and (iii) if the Early Termination
Date shall occur prior to the commencement of any extension options which may be
exercised pursuant to Section 27, contain either (X) an irrevocable rejectable
written offer (the "Rejectable Offer") of Lessee to purchase Lessor's interest
in the Property and in the net award for such Total Taking or net insurance
proceeds for such Total Casualty, as applicable, after deducting all costs, fees
and expenses incident to the collection thereof, including all costs and
expenses incurred by Lessor and Lender in connection therewith (the "Net Award")
on the Early Termination Date for a purchase price equal to the Stipulated Loss
Value (as defined below) for the Property, or (Y) a Rejectable Substitution
Offer to substitute a Substitute Property satisfying the applicable requirements
of Section 57.A for the Property and Lessor's interest in the Net Award. As used
herein, the term "Stipulated Loss Value" shall mean the sum of (a) the product
of the percentage specified on SCHEDULE I attached hereto which corresponds to
the Early Termination Date multiplied by the Purchase Price for the Property,
plus (b) all Base Annual Rental, Additional Rental and other sums and
obligations then due and payable under this Lease, plus (c) in the event of a
Total Casualty only, the Prepayment Charge corresponding to the Property. In the
event of a termination of this Lease with respect to the Property pursuant to
this Section 21.B which does not involve the acceptance (or deemed acceptance)
of a Rejectable Substitution Offer, the Base Annual Rental then in effect shall
be reduced by an amount equal to the product of (x) the Applicable Rent
Reduction Percentage for the Property, and (y) the Base Annual Rental then in
effect.

     If the Early Termination Date shall occur prior to the commencement of any
extension options which may be exercised pursuant to Section 27, Lessor shall
have 90 days from the delivery of the Termination Notice to deliver to Lessee
written notice of its election to either accept or reject any Rejectable Offer
or Rejectable Substitution Offer contained in the Termination Notice. Lessor's
failure to deliver such notice within such time period shall be deemed to
constitute Lessor's acceptance of the applicable Rejectable Offer or Rejectable
Substitution Offer. If the Mortgage corresponding to such Property is still
outstanding, any Rejectable Offer or Rejectable Substitution Offer by Lessor
shall be deemed rejected unless it is consented to in writing by the Lender and
such written consent is delivered to Lessee within such 90-day period.

     If Lessor accepts the Rejectable Offer or is deemed to have accepted the
Rejectable Offer and if, while the Mortgage corresponding to the Property is
still outstanding, Lender consents in writing (and such written consent
delivered to Lessee within the applicable 90-day period) the Rejectable Offer,
then, on the Early Termination Date, Lessor shall sell and convey, and Lessee
shall purchase for the Stipulated Loss Value, Lessor's interest in the Property
and the Net Award. Lessee's obligations under this Lease with respect to the
Property shall not be terminated until the applicable Stipulated Loss Value is
paid in full. Upon such payment, (i) Lessor shall convey the Property to Lessee
"as is" by quit-claim deed, subject to all matters of record (except for the
Mortgage corresponding to the Property and any other consensual liens granted by
Lessor other than those granted by Lessor at the request of Lessee), and without
representation or warranty, and (ii) all obligations of either party hereunder
with respect to the Property shall cease as of the Early Termination Date,
provided, however, Lessee's obligations to the Indemnified Parties under any
indemnification provisions of this Lease with respect to the Property
(including, without limitation, Sections 16 and 19) and Lessee's obligations to
pay any


                                       22
<PAGE>
sums (whether payable to Lessor or a third party) accruing under this Lease
with respect to the Property prior to the Early Termination Date shall survive
the termination of this Lease with respect to the Property.

     If Lessor accepts the Rejectable Substitution Offer or is deemed to have
accepted the Rejectable Substitution Offer and if, while the Mortgage
corresponding to the Property is still outstanding, Lender consents in writing
(and such written consent is delivered, to Lessee within the applicable 90-day
period) to the Rejectable Substitution Offer, then, on the Early Termination
Date, Lessee shall complete such substitution, subject, however, to the
satisfaction of each of the applicable terms and conditions set forth in Section
57. Upon such substitution  (i) Lessee shall be entitled to claim and receive
the Net Award and (ii) all obligations of either party hereunder with respect to
the Property being replaced shall cease as of the Early Termination Date,
provided, however, Lessee's obligations to the Indemnified Parties under any
indemnification provisions of this Lease with respect to the Property
(including, without limitation, Sections 16 and 19) and Lessee's obligations to
pay any sums (whether payable to Lessor or a third party) accruing under this
Lease with respect to the Property prior to the Early Termination Date shall
survive the termination of this Lease with respect to the Property.

     Lessee shall be solely responsible for the payment of all costs and
expenses incurred in connection with the conveyance of a Property to Lessee
pursuant to this Section 21, including, without limitation, to the extent
applicable, the cost of title insurance, survey charges, stamp taxes, mortgage
taxes, transfer taxes, charges and fees, escrow and recording fees, water
certification charges and costs, transaction taxes, taxes imposed on Lessor as
a result of such conveyance, taxes imposed in connection with the transfer of a
Property to Lessee or the termination of this Lease with respect to a Property
pursuant to the provisions of this Section 21, Lessee's attorneys' fees and the
reasonable attorneys' fees and expenses of counsel to Lessor and Lender.

     If Lessor rejects the Rejectable Offer or Rejectable Substitution Offer
or, as long as the Mortgage corresponding to the Property subject to such
Rejectable Offer or Rejectable Substitution Offer is still outstanding, Lender
has not consented in writing (and such written consent delivered to Lessee
within the applicable 90-day period) to the Rejectable Offer or Rejectable
Substitution Offer, or if the Early Termination Date shall occur after the
commencement of any extension options exercised pursuant to Section 27, then
(i) the Net Award shall be paid to and belong to Lessor, (ii) on the Early
Termination Date, Lessee shall pay to Lessor all Base Annual Rental, Additional
Rental and other sums and obligations then due and payable under this Lease,
and (iii) all obligations of either party hereunder shall cease as of the Early
Termination Date with respect to the Property, provided, however, Lessee's
obligations to the Indemnified Parties with respect to the Property under any
indemnification provisions of this Lease with respect to the Property
(including, without limitation, Sections 16 and 19) and Lessee's obligations to
pay any sums (whether payable to Lessor or a third party) accruing under this
Lease with respect to the Property prior to the Early Termination Date shall
survive the termination of this Lease.

     (c) In the event of a Taking of all or any part of the Property for a
temporary use ("Temporary Taking"), this Lease shall remain in full force and
effect without any reduction

                                       23
<PAGE>
of Base Annual Rental, Additional Rental or any other sum payable hereunder.
Except as provided below, Lessee shall be entitled to the entire award for a
Temporary Taking, whether paid by damages, rent or otherwise, unless the period
of occupation and use by the condemning authorities shall extend beyond the
date of expiration of the Lease, in which case the award made for such Taking
shall be apportioned between Lessor and Lessee as of the date of such
expiration. At the termination of any such Temporary Taking, Lessee will, at
its own cost and expense and pursuant to the terms of Section 18 above,
promptly commence and complete the restoration of the Property affected by such
Temporary Taking; provided, however, Lessee shall not be required to restore
such Property if the Lease Term shall expire prior to, or within one year
after, the date of termination of such Temporary Taking, and in such event
Lessor, shall be entitled to recover the entire award relating to the Temporary
Taking.

     (d) In the event of a Taking which is not a Total Taking or a Temporary
Taking ("Partial Taking") or of a Casualty which is not a Total Casualty (a
"Partial Casualty"), all awards, compensation or damages shall be paid to
Lessor, and Lessor shall have the option to (i) terminate this Lease, provided
that, as long as the Mortgage is still outstanding, Lessor shall have obtained
Lender's prior written consent, by notifying Lessee within 60 days after Lessee
gives Lessor notice of such Partial Casualty or that title has vested in the
taking authority or (ii) continue this Lease in effect, which election may be
evidenced by either a notice from Lessor to Lessee or Lessor's failure to notify
Lessee that Lessor has elected to terminate this Lease within such 60-day
period. Lessee shall have a period of 60 days after Lessor's notice that it has
elected to terminate this Lease during which to elect to continue this Lease on
the terms herein provided. If Lessor elects to terminate this Lease and Lessee
does not elect to continue this Lease or shall fail during such 60-day period to
notify Lessor of Lessee's intent to continue this Lease, then this Lease shall
terminate as of the last day of the month during which such period expired.
Lessee shall then immediately vacate and surrender the Property, all obligations
of either party hereunder shall cease as of the date of termination (provided,
however, Lessee's obligations to the Indemnified Parties under any
indemnification provisions of this Lease (including, without limitation,
Sections 16 and 19) and Lessee's obligations to pay Base Annual Rental,
Additional Rental and all other sums (whether payable to Lessor or a third
party) accounting under this Lease prior to the date of termination shall
survive such termination) and Lessor may retain all such awards, compensation or
damages. If Lessor elects not to terminate this Lease, or if Lessor elects to
terminate this Lease but Lessee elects to continue this Lease, then this Lease
shall continue in full force and effect on the following terms: (i) all Base
Annual Rental, Additional Rental and other sums and obligations due under this
Lease shall continue unabated, and (ii) Lessee shall promptly commence and
diligently prosecute restoration of the Property to the same condition, as
nearly as practicable, as prior to such Partial Taking or Partial Casualty as
approved by Lessor. Subject to reasonable conditions for disbursement imposed by
Lessor, Lessor shall promptly make available in installments as restoration
progresses an amount up to but not exceeding the amount of any award,
compensation or damages received by Lessor after deduction all costs, fees and
expenses incident to the collection thereof, including all costs and expenses
incurred by Lessor and Lender in connection therewith (the "Net Restoration
Amount"), upon request of Lessee accompanied by evidence reasonably satisfactory
to Lessor that such amount has been paid or is due and payable and is properly a
part of such costs and that Lessee has complied with the terms of Section 18
above in connection with the restoration. Prior to the disbursement of any
portion of the Net Restoration Amount with respect to a Partial Casualty, Lessee
shall provide evidence reasonably satisfactory to Lessor of the payment of

                                       24




<PAGE>
restoration expenses by Lessee up to the amount of the insurance deductible
applicable to such Partial Casualty. Lessor shall be entitled to keep any
portion of the Net Restoration Amount which may be in excess of the cost of
restoration, subject to the rights of Lender under the Loan Documents, and
Lessee shall bear all additional costs, fees and expenses of such restoration in
excess of the Net Restoration Amount. If this Lease is terminated as a result of
a Partial Casualty, simultaneously with such termination Lessee shall pay Lessor
an amount equal to the insurance deductible applicable to such Partial Casualty.

                  (e) Any loss under any property damage insurance required to
be maintained by Lessee or any Permitted Sublessee shall be adjusted by Lessor
and Lessee. Any award relating to a Total Taking or a Partial Taking shall be
adjusted by Lessor or, at Lessor's election, Lessee. Notwithstanding the
foregoing or any other provisions of this Section to the contrary, if at a time
of any Taking or any Casualty or at any time thereafter Lessee shall be in
default under this Lease and such default shall be continuing, Lessor is hereby
authorized and empowered but shall not be obligated, in the name and on behalf
of Lessee and otherwise, to file and prosecute Lessee's claim, if any, for an
award on account of such Taking or for insurance proceeds, on account of such
Casualty and to collect such award or proceeds and apply the same, after
deducting all costs, fees and expenses incident to the collection thereof, to
the curing of such default and any other then existing default under this Lease
and/or to the payment of any amounts owed by Lessee to Lessor under this Lease,
in such order, priority and proportions as Lessor in its discretion shall deem
proper.

                  (f) Notwithstanding the foregoing, nothing in this Section 21
shall be construed as limiting or otherwise adversely affecting the
representations, warranties, covenants and characterizations set forth in Lease,
including, without limitation, those provisions set forth in Section 3 of this
Lease.

     22. INSPECTION. Lessor and its authorized representatives shall have the
right, upon giving reasonable advance notice, to enter the Property or any part
thereof at reasonable times in order to inspect the same and make photographic
or other evidence concerning Lessee's compliance with the terms of this Lease
or in order to show the Property to prospective purchasers and lenders. Lessee
hereby waives any claim for damages for any injury or inconvenience to or
interference with Lessee's and loss of occupancy or quiet enjoyment of the
Property and any other loss occasioned by such entry so long as Lessor shall
have used reasonable efforts not to unreasonably interrupt Lessee's normal
business operations. Lessee shall keep and maintain and cause the Permitted
Sublessees to keep and maintain at the Property or Lessee's corporate
headquarters full, complete and appropriate books of account and records of
Lessee's business relating to the Property in accordance with GAAP. Lessee's
and Permitted Sublessees' books and records shall be open for inspection at
reasonable times and upon reasonable notice by Lessor, Lender and their
respective auditors or other authorized representatives and shall show such
information as is reasonably necessary to determine compliance with Lessor's
obligations under the Loan Documents.

     23. DEFAULT, REMEDIES AND MEASURE OF DAMAGES.

                  (a) Each of the following shall be an event of default under
this Lease (each, an "Event of Default"):


                                       25
<PAGE>
                  (i) If any representation or warranty of Lessee set forth in
this Lease is false as and when made in any material respect, or if Lessee
renders any statement or account which is false as and when made in amy material
respect;

                  (ii) If any rent or other monetary sum due under this Lease is
not paid within five days from the date when due; provided, however,
notwithstanding the occurrence of such and Event of Default, Lessor shall not be
entitled to exercise its remedies set forth below unless and until Lessor shall
have given Lessee written notice thereof and a period of five days from the
delivery of such written notice shall have elapsed without such Event of Default
being cured;

                  (iii) If Lessee fails to pay, prior to delinquency, any taxes,
assessments or other charges, the failure of which to pay will result in the
imposition of a lien against the Property or the rental or other payments due
under this Lease or a claim against Lessor, unless Lessee is contesting such
taxes, assessments or other charges in accordance with the provisions of Section
10 of this Lease; provided, however, notwithstanding the occurrence of such an
Event of Default, Lessor shall not be entitled to exercise its remedies set
forth below unless and until Lessor shall have given Lessee written notice
thereof and a period of 5 days from the delivery of such written notice shall
have elapsed without such Event of Default being cured;

                  (iv) If Lessee becomes insolvent within the meaning of the
Code, files or notifies Lessor that it intends to file a petition under the
Code, initiates a proceeding under any similar law or statute relating to
bankruptcy, insolvency, reorganization, winding up or adjustment of debts
(collectively, hereinafter, an "Action"), becomes the subject of either a
petition under the Code or an Action which is not dissolved within 90 days after
filing, or is not generally paying its debts as the same become due;

                  (v) If Lessee vacates or abandons the Property other than in
accordance with the provisions of Section 15 of this Lease;

                  (vi) If Lessee fails to observe or perform any of the other
covenants, conditions or obligations of this Lease; provided, however, if any
such failure does not involve the payment of any monetary sum, is not willful or
intentional, does not place any rights or property of Lessor in immediate
jeopardy, and is within the reasonable power of Lessee to promptly cure after
receipt of notice thereof, all as determined by Lessor in its reasonable
discretion, then such failure shall not constitute an Event of Default
hereunder, unless otherwise expressly provided herein, unless and until Lessor
shall have given Lessee notice thereof and a period of 30 days
shall have elapsed, during which period Lessee may correct or cure such failure,
upon failure of which an Event of Default shall be deemed to have occurred
hereunder without further notice or demand of any kind being required. If such
failure cannot reasonably be cured within such 30 day period, as determined by
Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of
such failure, the Lessee shall have a reasonable period to cure such failure
beyond such 30 day period, which shall in no event exceed 90 days after
receiving notice of such failure from Lessor. If Lessee shall fail to correct or
cure such failure within such 90-day period, an Event of Default shall be deemed
to have occurred


                                       26
<PAGE>
     hereunder without further notice or demand of any kind being required;

                  (vii) If there is an "Event of Default" or a breach or
     default, after the passage of all applicable notice and cure or grace
     periods, under any other Sale-Leaseback Document, any of the Other
     Agreements or any of the Permitted Subleases;

                  (viii) If a final, nonappealable judgment is rendered by a
     court against Lessee which has material adverse effect on either the
     ability to conduct business at the Property for its intended use or
     Lessee's ability to perform its obligations under this Lease, or is in the
     amount of $1,000,000.00 or more that is not covered by insurance, and in
     either event is not discharged or provision made for such discharge within
     60 days from the date of entry thereof; or

         (b) Upon the occurrence of an Event of Default, with or without notice
or demand, except the notice prior to default required under certain
circumstances by subsection A above or such other notice as may be required by
statute and cannot be waived by Lessee (all other notices being hereby waived),
Lessor shall be entitled to exercise, at its option, concurrently, successively,
or in any combination, all remedies available at law or in equity, including
without limitation, any one or more of the following:

                  (i) To terminate this Lease, whereupon Lessee's and Permitted
     sublessees' right to possession of the Property shall cease and this Lease,
     except as to Lessee's liability, and the Permitted Subleases shall be
     terminated.

                  (ii) To reenter and take possession of the Property and, to
     the extent permissible, all franchises, licenses, area development
     agreements, permits and other rights or privileges of Lessee pertaining to
     the use and operation of the Property and to expel Lessee and those
     claiming under or through Lessee, without being deemed guilty in any manner
     of trespass or becoming liable for any loss or damage resulting therefrom,
     without resort to legal or judicial process, procedure or action. To extent
     permitted by applicable law, no notice from Lessor hereunder or under a
     forcible entry and detainer statute or similar law shall constitute an
     election by Lessor to terminate this Lease unless such notice specifically
     so states. If Lessee shall, after default, voluntarily give up possession
     of the Property to Lessor, deliver to Lessor or its agents the keys to the
     Property, or both, such actions shall be deemed to be in compliance with
     Lessor's rights and the acceptance thereof by Lessor or its agents shall
     not be deemed to constitute a termination of this Lease. Lessor reserves
     the right following any reentry and/or reletting to exercise its right to
     terminate this Lease by giving Lessee written notice thereof, in which
     event this Lease will terminate as specified in said notice.

                  (iii) To bring an action against Lessee for any damages
     sustained by Lessor or any equitable relief available to Lessor.

                  (iv) To relet the Property or any part thereof for such term
     or terms (including a term which extends beyond the original Lease Term),
     at such rentals and

                                       27
<PAGE>
upon such other terms as Lessor, in its sole discretion, may determine, with all
proceeds received from such reletting being applied to the rental and other sums
due from Lessee in such order as Lessor may, in it sole discretion, determine,
which other sums include, without limitation, all repossession costs, brokerage
commissions, attorneys' fees and expenses, employee expenses, alteration,
remodeling and repair costs and expenses of preparing for such reletting.

         (v) Lessor shall attempt to mitigate damages in a commercially
reasonable manner. Lessor reserves the right following any reentry and/or
reletting to exercise its right to terminate this Lease by giving Lessee written
notice thereof, in which event this Lease will terminate as specified in said
notice.

         (vi) To recover from Lessee all rent and other monetary sums then due
and owing under this Lease; and (y) to accelerate and recover from Lessee the
present value (discounted at the rate of 6% per annum) of all rent and other
monetary sums scheduled to become due and owing under this Lease after the date
of such breach for the entire original scheduled Lease Term, provided, however,
in no event shall such recovery be less than the sum of (i) the product of the
percentage specified on Schedule I attached hereto which corresponds to the
month in which such Event of Default first occurred multiplied by the Purchase
Price for the Property plus (ii) the Prepayment Charges corresponding to the
Property.

         (vii) To recover from Lessee all costs and expenses, including
reasonable attorneys' fees, court costs, expert witness fees, costs of tests and
analyses, travel and accommodation expenses, deposition and trial transcripts,
copies and other similar costs and fees, paid or incurred by Lessor as a result
of such breach, regardless of whether or not legal proceedings are actually
commenced.

         (viii) To immediately or at any time thereafter, and with or without
notice, at Lessor's sole option but without any obligation to do so, correct
such breach or default and charge Lessee all costs and expenses incurred by
Lessor therein. Any sum or sums so paid by Lessor, together with interest at the
Default Rate, shall be deemed to be Additional Rental hereunder and shall be
immediately due from Lessee to Lessor. Any such acts by Lessor in correcting
Lessee's breaches or defaults hereunder shall not be deemed to cure said
branches or defaults or constitute any waiver of Lessor's right to exercise any
or all remedies set forth herein.

         (ix) To immediately or at any time thereafter, and with or without
notice, except as required herein, set off any money of Lessee held by Lessor
under this Lease against any sum owing by Lessee hereunder.

         (x) To seek any equitable relief available to Lessor, including,
without limitation, the right of specific performance.

     All powers and remedies given by this Section to Lessor, subject to
applicable law, shall be cumulative and not exclusive of one another or of any
other right or remedy or of any other powers and remedies available to Lessor
under this Lease, by judicial proceedings or


                                       28
<PAGE>
otherwise, to enforce the performance or observance of the covenants and
agreements of Lessee contained in this Lease, and no delay or omission of Lessor
to exercise any right or power accruing upon the occurrence of any Event of
Default shall impair any other or subsequent Event of Default or impair any
rights or remedies consequent thereto. Every power and remedy given by this
Section or by law to Lessor may be exercised from time to time, and as often as
may be deemed expedient, by Lessor, subject at all times to Lessor's right in
its sole judgement to discontinue any work commenced by Lessor or change any
course of action undertaken by Lessor.

         If Lessee shall fail to observe or perform any of its obligations under
this Lease or in the event of an emergency, then, without waiving any Event of
Default which may result from such failure or emergency, Lessor may, but without
any obligation to do so; take all actions, including, without limitation, entry
upon the Property to perform Lessee's obligations, immediately and without
notice in the case of an emergency and upon five days written notice to Lessee
in all other cases. All expenses incurred by Lessor in connection with
performing such obligations, including, without limitation, reasonable
attorneys' fees and expenses, together with interest at the Default Rate from
the date any such expenses were incurred by Lessor until the date of payment by
Lessee, shall constitute Additional Rental and shall be paid by Lessee to Lessor
upon demand.

         24. LIENS; MORTGAGES, SUBORDINATION, NONDISTURBANCE AND ATTORNMENT.
Lessor's interest in this Lease and/or the Property shall not be subordinate to
any liens or encumbrances placed upon the Property by or resulting from any act
of Lessee, and nothing herein contained shall be construed to require such
subordination by Lessor. Lessee shall keep the Property free from any liens for
work performed, materials furnished or obligations incurred by Lessee. NOTICE IS
HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY
LIEN, MORTGAGE, DEED OF TRUST, SECURITY INTEREST OR ENCUMBRANCE OF ANY KIND UPON
ALL OR ANY PART OF THE PROPERTY OR LESSEE'S LEASEHOLD INTEREST THEREIN OR THE
PERSONALTY, AND ANY SUCH PURPORTED TRANSACTION WHICH IS NOT APPROVED BY LESSOR
SHALL BE VOID. FURTHERMORE, ANY SUCH PURPORTED TRANSACTION SHALL BE DEEMED A
TORTIOUS INTERFERENCE WITH LESSOR'S RELATIONSHIP WITH LESSEE AND LESSOR'S
OWNERSHIP OF THE PROPERTY. NOTWITHSTANDING THE FOREGOING, LESSEE MAY PLACE OR
ALLOW TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST, SECURITY INTEREST OR OTHER
ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF LESSEE'S LEASEHOLD INTEREST OR
THE PERSONALTY TO SECURE OBLIGATIONS OF LESSEE OR ITS AFFILIATES TO
INSTITUTIONAL LENDERS FOR INDEBTEDNESS AND OTHER OBLIGATIONS OR ANY REFINANCING
THEREOF ("INSTITUTIONAL LOANS").

         If any landlord, mortgage, receiver, Lender or other secured party
elects to have this Lease and the interest of Lessee hereunder be superior to
any of the Mortgages or any such ground lease, mortgage, trust deed or deed to
secure debt and evidences such election by notice given to Lessee, then this
Lease and the interest of Lessee hereunder shall be deemed superior to any such
Mortgage, ground lease, mortgage, trust deed or deed to secure debt, whether
this Lease was executed before or after such Mortgage, ground lease, mortgage,
trust deed or deed to secure debt in that event such landlord, mortgagee,
receiver, Lender or other secured party shall have the same rights with respect
to this Lease as if it had been executed and delivered prior to


                                       29
<PAGE>

the execution and delivery of such Mortgage, ground lease, mortgage, trust deed
or deed to secure debt and had been assigned to such landlord, mortgagee,
receiver, Lender or other secured party.

         Although the foregoing provisions shall be self-operative and no
future instrument of subordination shall be required, upon request by Lessor,
Lessee shall execute and deliver whatever instruments may be required for such
purposes, and in the event Lessee fails so to do within 10 days after demand,
Lessee does hereby make, constitute and irrevocably appoint Lessor as its agent
and attorney-in-fact and in its name, place and stead so to do, which
appointment shall be deemed coupled with an interest.

         In the event any purchaser or assignee of Lender at a foreclosure
sale acquires title to the Property, or in the event Lender or any assignee
otherwise succeeds to the rights of Lessor as landlord under this Lease, Lessee
shall attorn to Lender or such purchaser or assignee, as the case may be (a
"Successor Lessor"), and recognize the Successor Lessor as lessor under this
Lease, and this Lease shall continue in full force and effect as a direct lease
between the Successor Lessor and Lessee, provided that the Successor Lessor
shall only be liable for any obligations of the lessor under this Lease which
accrue after the date that such Successor Lessor acquires title. The foregoing
provision shall be self operative and effective without the execution of any
further instruments.

         The Permitted Subleases at all times shall automatically be
subordinate to this Lease and the Mortgages.

         25. ESTOPPEL CERTIFICATE.

             (a) At any time, but not more often than twice every 12 months,
and from time to time, Lessee shall, promptly and in no event later than 10
days after a request from Lessor or Lender, execute, acknowledge and deliver to
Lessor or Lender a certificate in the form supplied by Lessor, Lender or any
present or proposed mortgagee or purchaser designated by Lessor, certifying:
(i) that Lessee has accepted the Property (or, if Lessee has not done so, that
Lessee has not accepted the Property, and specifying the reasons therefor);
(ii) that this Lease is in full force and effect and has not been modified (or
if modified, setting forth all modifications), or, if this Lease is not in full
force and effect, the certificate shall so specify the reasons therefor; (iii)
the commencement and expiration dates of the Lease Term, including the terms of
any extension options of Lessee; (iv) the date to which the rentals have been
paid under this Lease and the amount thereof then payable; (v) whether there
are then any existing defaults by Lessor in the performance of its obligations
under this Lease, and, if there are any such defaults, specifying the nature
and extent thereof; (vi) that no notice has been received by Lessee of any
default under this Lease which has not been cured, except as to defaults
specified in the certificate; (vii) the capacity of the person executing such
certificate, and that such person is duly authorized to execute the same on
behalf of Lessee; (viii) that neither Lessor nor Lender has actual involvement
in the management or control of decision making related to the operational
aspects or the day-to-day operations of the Property; and (ix) any other
information reasonably requested by Lessor, Lender or such present or proposed
mortgagee or purchaser.

             (b) If Lessee shall fail or refuse to sign a certificate in
accordance with the


                                       30
<PAGE>
provisions of this Section within 10 days following a written request by Lessor,
Lessee irrevocably constitutes and appoints Lessor as its attorney-in-fact to
execute and deliver the certificate to any such third party, it being stipulated
that such power of attorney is coupled with an interest and is irrevocable and
binding; provided, however, that Lessor's execution and delivery of such
certificate on behalf of Lessee shall not cure any default arising by reason of
Lessee's failure to execute and deliver such certificate.

     26. ASSIGNMENT; SUBLETTING

         (a) Lessor shall have the right to sell or convey all, but not less
than all, of the Property or to assign its right, title and interest as Lessor
under this Lease in whole, but not in part. In the event of any such sale or
assignment other than a security assignment, provided Lessee receives written
notice that such purchaser or assignee has assumed all of Lessor's obligations
under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor
shall be relieved, from and after the date of such transfer or conveyance, of
liability for the performance of any obligation of Lessor contained herein,
except for obligations or liabilities accrued prior to such assignment or sale.

         (b) Lessee acknowledges that Lessor has relied both on the business
experience and creditworthiness of Lessee and the Permitted Sublessees and upon
the particular purposes for which Lessee and the Permitted Sublessees intend to
use the Property in entering into this Lease. Without the prior written consent
of Lessor which will not be unreasonably withheld and except as provided below
and for the Permitted Subleases; (i) except as provided in Section 24, Lessee
shall not assign, transfer or convey this Lease or any interest therein,
whether by operation of law or otherwise; and (ii) Lessee shall not sublet or
license the use of all or any part of the Property provided, however, in the
event of a foreclosure of any leasehold mortgage, a substitute Lessee may be
designated by Lessee's institutional Lender without the consent of Lessor or any
Substitute Lessor. Nothing contained herein shall limit any assignment, pledge
or transfer of any stock ownership interest in Leasee, and nothing shall limit
the transferability of interests in the Lessee.

         (c) Notwithstanding the foregoing, Lessee shall have the right to
sublease the Property, without the prior written consent of Lessor or Lender, if
the following conditions are satisfied:

               (i) no Event of Default shall have occurred and be continuing
     under this Lease as of the effective date of such sublease;

               (ii) any such sublease shall be subordinate to this Lease and the
     Mortgage corresponding to the Property to which such sublease relates;

               (iii) Lessee shall remain liable under this Lease
     notwithstanding such sublease;

               (iv) the Property subject to such subleases shall be used as a
     Permitted Facilities and shall otherwise be operated and maintained in
     accordance with the terms and conditions of this Lease; and


                                       31

<PAGE>
               (v) the square footage of the portion of the Property to be
     subleased in no event exceed 20% of the total square footage of the
     Property.

     27. OPTION TO EXTEND; NEW LEASE.

         (a) Lessee shall have the option to continue this Lease in effect for
four additional successive periods of five years each, provided that, at the
time of exercise of such option or at the expiration of the Lease Term or, if
applicable, the preceding extension of the Lease Term, no Event of Default shall
have occurred and be continuing under this Lease. If Lessee exercises such
option, this Lease shall continue for the applicable period in accordance with
the terms and provisions of this Lease then in effect, except that the Base
Annual Rental during such extension period shall be in an amount set forth on
attached Exhibit B. Lessor and Lessee agree that the Base Annual Rental during
each extension period represents the then fair market value of the Property.

         Lessee may only exercise the first extension option by giving notice to
Lessor of Lessee's intention to do so not later than November 30, 2019. If the
first extension option is exercised by Lessee, Lessee may only exercise the
second extension option by giving notice to Lessor of Lessee's intention to do
so not later than August 31, 2025. If the first two extension options are
exercised, Lessee may only exercise the third extension option by giving notice
to Lessor of Lessee's intention to do so not later than August 31, 2030. If the
first three extension options are exercised, Lessee may only exercise the fourth
extension option by giving notice to Lessor of Lessee's intention to do so not
later than August 31, 2035.

     28. RIGHT OF FIRST OFFER TO PURCHASE PROPERTIES. If, during the Lease Term,
Lessor desires to sell its interest in the Property, as a result of a third
party offer or expression of interest from a third party (which may be solicited
by Lessor and with no requirement that an offer actually be made by such third
party), then, provided no Event of Default has occurred and is continuing,
Lessor shall give Lessee the right to purchase such interest (the "Interest")
for a price and on terms and conditions, determined by Lessor and set forth in a
notice given to Lessee (the "ROFO Notice"). Lessee shall have thirty (30) days
after receipt of the ROFO Notice to elect, in writing, to acquire such Interest
at the price and on such terms and conditions set forth in the ROFO Notice.
Lessee's silence shall be deemed a rejection of the right to acquire such
Interest. Any such election by Lessee shall only be effective if accompanied by
Lessee's payment to Lessor of a non-refundable cash down payment equal to 10% of
the price set forth in the ROFO Notice. If Lessee timely and properly elects to
acquire such Interest, the closing shall take place within one hundred and
twenty (120) days after the ROFO Notice. The balance of the purchase price shall
be paid in cash at closing. If Lessee does not timely elect to acquire such
Interest, Lessor shall be free to sell the Interest to any other Person within
one (1) year of Lessee's rejection or deemed rejection without being required to
comply again with the foregoing provisions of this Section, provided that, if
Lessor intends to sell the Interest after such one (1) year period or within
such one (1) year period at a price less than 95% of the price described in the
ROFO Notice or on terms materially more favorable to a purchaser than those set
forth in the ROFO Notice, Lessor shall give Lessee written notice, setting forth
the applicable purchase price and terms and conditions, and Lessee shall have
thirty (30) days to elect in writing to purchase the Interest at such purchase
price and on such terms and conditions. The right of first offer granted by this
Section shall not survive the expiration or


                                       32
<PAGE>
earlier termination of this Lease or the purchase of the Property by a third
party after Lessee's failure to exercise such right of Lessee's waiver
thereof. Furthermore, the right of first offer granted by this Section shall
not apply to a foreclosure of any of the Mortgages or the delivery to Lender of
a deed in lieu of foreclosure and shall not survive any such foreclosure or
delivery of a deed in lieu of foreclosure. Upon the termination of this right
of first offer, Lessee shall execute such instruments as may be reasonably
required by Lessor to provide constructive notice of the termination thereof.

         Lessor hereby grants Lessee a right of first refusal to purchase the
Property at the same price and upon the same terms, provisions and conditions as
shall be contained in any written bona fide offer or offers for the amount of
purchase thereof which the Lessor shall at any time during the Original Term or
Option Terms of this Lease, or any extension thereof, be ready and willing to
accept (hereinafter "Purchase Terms"). The Lessor shall give the Lessee written
notice by certified mail of all of the Purchase Terms of each offer that Lessor
is considering and the Lessee shall have thirty (30) days from and after the
receipt of such notice from the Lessor in which to exercise such right of first
refusal. In the event that Lessee shall fail to exercise its right of first
refusal, as aforesaid and Lessor shall not within six (6) months thereafter sell
the Premises upon such Purchase Terms of the bona fide offer Lessor has
selected, Lessee's right of first refusal shall thereafter be reinstated.

     29. NOTICES. All notices, consents, approvals or other instruments
required or permitted to be given by either party pursuant to this Lease shall
be in writing and given by (i) hand delivery, (ii) facsimile, (iii) express
overnight delivery service or (iv) certified or registered mail, return receipt
requested, and shall be deemed to have been delivered upon (a) receipt, if hand
delivered, (b) transmission, if delivered by facsimile, (c) the next Business
Day, if delivered by express overnight delivery service, or (d) the third
Business Day following the day of deposit of such notice with the United States
Postal Service, if sent by certified or registered mail, return receipt
requested. Notices shall be provided to the parties and addresses (or facsimile
numbers, as applicable) specified below:

     If to Lessee:      Mercury Air Group, Inc.
                        5456 McConnell Avenue
                        Los Angeles, California 90066
                        Attention: Wayne Lovett
                        Telephone: (310) 827-2737
                        Telecopy: (310) 827-0650


     If to Lessor:      CFK Realty Partners, LLC
                        20 North Wacker Drive
                        Suite 2520
                        Chicago, Illinois 60606
                        Attention: Frederick H. Kopko, Jr.
                        Telephone: (312) 332-6405
                        Telecopy: (312) 332-2657

     With a copy to:    McBreen & Kopko
                        20 North Wacker Drive, Suite 2520

                                       33
<PAGE>
                        Chicago, Illinois 60606
                        Attention: James R. Stern
                        Telephone: (312) 332-6405
                        Telecopy: (312) 332-2657

or to such other address or such other person as either party may from time to
time hereafter specify to the other party in a notice delivered in the manner
provided above. No such notices, consents, approvals or other communications
shall be valid unless Lender receives a duplicate original thereof at the
following address:

                General Electric Capital Business Asset Funding Corporation
                10900 NE 4th Street, Suite 500
                Bellevue, Washington 98004
                Attention:
                Telephone:

or to such other address or such other person as Lender may from time to time
specify to Lessor and Lessee in a notice delivered in the manner provided above.

     30. HOLDING OVER. If Lessee remains in possession of the Property after
the expiration of the term hereof, Lessee, at Lessor's option and within
Lessor's sole discretion, may be deemed a tenant on a month-to-month basis and
shall continue to pay rentals and other sums in the amounts herein provided,
except that the Base Monthly Rental shall be increased by 150%, and to comply
with all the terms of this Lease; provided that nothing herein nor the
acceptance of rent by Lessor shall be deemed a consent to such holding over.
Lessee shall defend, indemnify, protect and hold the Indemnified Parties
harmless from and against any and all Losses resulting from Lessee's failure to
surrender possession upon the expiration of the Lease Term, including, without
limitation, any claims made by any succeeding lessee. The terms of this Section
30 shall survive the expiration of the Lease Term.

     31. LANDLORD'S LIEN. Lessor hereby waives any landlord's lien with
respect to Personalty whether arising under any agreement between the Parties
hereto or pursuant to any law, ordinance, regulation or otherwise.

     32. REMOVAL OF PERSONALTY. At the expiration to the Lease Term, and if
Lessee is not then in breach hereof, Lessee may remove all Personalty from the
Property. Lessee shall repair any damage caused by such removal and shall leave
the Property broom clean and in good and working condition and repair inside and
out. Any property of Lessee left on the Property on the tenth day following the
expiration of the Lease Term shall, at Lessor's option, automatically and
immediately become the property of Lessor.

     33. FINANCIAL STATEMENTS. Within 45 days after the end of each fiscal
quarter within 120 days after the end of each fiscal year of Lessee, Lessee
shall deliver to Lessor and Lender (i) complete financial statements of Lessee
and Permitted Sublessees including a balance sheet, profit and loss statement,
statement of cash flows and all other related schedules for the fiscal period
then ended; and (ii) income statements for the business at the Property. All
such financial statements shall be prepared in accordance with GAAP and shall be
certified to be


                                       34
<PAGE>
accurate and completed by Lessee (or the Treasurer or other appropriate officer
of Lessee). Lessee understands that Lessor and Lender will rely upon such
financial statements and Lessee represents that such reliance is reasonable. In
the event that Lessee's and Permitted Sublessees' property and business at the
Property is ordinarily consolidated with other business for financial statement
purposes, such financial statements shall be prepared on a consolidated basis
showing separately the sales, profits and losses, assets and liabilities
pertaining to the Property with the basis for allocation of overhead of other
charges being clearly set forth. The financial statements delivered to Lessor
and Lender need not be audited, but Lessee shall deliver to Lessor and Lender
copies of any audited financial statements of Lessee which may be prepared, as
soon as they are available.

     34. FORCE MAJEURE. Any prevention, delay or stoppage due to strikes,
lockouts, acts of God, enemy or hostile governmental action, civil commotion,
fire or other casualty beyond the control of the party obligated to perform
shall excuse the performances by such party for a period equal to any such
prevention, delay or stoppage, except the obligations imposed with regard to
rental and other monies to be paid by Lessee pursuant to this Lease and any
indemnification obligations imposed upon Lessee under this Lease.

     35. TIME IS OF THE ESSENCE. Time is of the essence with respect to each
and every provision of this Lease in which time is a factor.

     36. LESSOR'S LIABILITY. Notwithstanding anything to the contrary
provided in this Lease, it is specifically understood and agreed, such agreement
being a primary consideration for the execution of this Lease by Lessor, that
(i) there shall be absolutely no personal liability on the part of Lessor, its
successors or assigns and the trustees, members, managers, partners,
shareholders, officers, directors, employees and agents of Lessor and its
successors or assigns, to Lessee with respect to any of the terms, covenants and
conditions of this Lease, (ii) Lessee waives all claims, demands and causes of
action against the trustees, members, managers, partners, shareholders,
officers, directors, employees and agents of Lessor an its successors or assigns
in the event of any breach by Lessor of any of the terms, covenants and
conditions of this Lease to be performed by Lessor, and (iii) Lessee shall look
solely to the Property for the satisfaction of each and every remedy of Lessee
in the event of any breach by Lessor of any of the terms, covenants and
conditions of this Lease to be performed by Lessor, or any other matter in
connection with this Lease or the Property, such exculpation of liability to be
absolute and without and exception whatsoever.

     37. CONSENT OF LESSOR.

        (a) Unless specified otherwise herein, Lessor's consent to any request
of Lessee may be conditioned or withheld in Lessor's sole discretion. Lessor
shall have no liability for damages resulting from Lessor's failure to give any
consent, approval or instruction reserved to Lessor, Lessee's sole remedy in any
such event being an action for injunctive relief.

        (b) It is understood and agreed that to the extent Lessor is required
to obtain the consent, approval, agreement or waiver of Lender with respect to a
matter for which Lessor's approval has been requested under this Lease shall in
no event be deemed to have unreasonably withheld Lessor's consent, approval,
agreement or waiver thereof if Lender shall

                                       35
<PAGE>
not have given its approval if required.

     38.  WAIVER AND AMENDMENT. No provision of this Lease shall be deemed
waived or amended except by a written instrument unambiguously setting forth
the matter waived or amended and signed by the party against which enforcement
of such waiver or amendment is sought. Waiver of any matter shall not be deemed
a waiver of the same or any other matter on any future occasion. No acceptance
by Lessor of an amount less than the monthly rent and other payments stipulated
to be due under this Lease shall be deemed to be other than a payment on
account of the earliest such rent or other payments then due or in arrears nor
shall any endorsement or statement on any check or letter accompanying any such
payment be deemed a waiver of Lessor's right to collect any unpaid amounts or
an accord and satisfaction.

     39.  SUCCESSORS BOUND. Except as otherwise specifically provided herein,
the terms, covenants and conditions contained in this Lease shall bind and
inure to the benefit of the respective heirs, successors, executors,
administrators and assigns of each of the parties hereto.

     40.  NO MERGER. The voluntary or other surrender of this Lease by Lessee,
or a mutual cancellation thereof, shall not result in a merger of Lessor's and
Lessee's estates, and shall, at the option of Lessor, either terminate any or
all existing subleases or subtenancies, or operate as an assignment to Lessor
of any or all of such subleases or subtenancies.

     41.  CAPTIONS. Captions are used throughout this Lease for convenience of
reference only and shall not be considered in any manner in the construction or
interpretation hereof.

     42.  SEVERABILITY. The provisions of this Lease shall be deemed severable.
If any part of this Lease shall be held unenforceable by any court of competent
jurisdiction, the remainder shall remain in full force and effect, and such
unenforceable provision shall be reformed by such court so as to give maximum
legal effect to the intention of the parties as expressed therein.

     43.  CHARACTERIZATION.

          (a)  It is the intent of the parties hereto that the business
relationship created by this Lease and any Lease related documents is solely
that of a long-term commercial lease between landlord and tenant and has been
entered into by both parties in reliance upon the economic and legal bargains
contained herein. None of the agreements contained herein, is intended, nor
shall the same be deemed or construed, to create a partnership between Lessor
and Lessee, to make them joint venturers, to make Lessee an agent, legal
representative, partner, subsidiary or employee of Lessor, nor to make Lessor
in any way responsible for the debts, obligations or losses of Lessee.

          (b)  Lessor and Lessee acknowledge and warrant to each other that
each has been represented by independent counsel and has executed this Lease
after being fully advised by said counsel as to its effect and significance.
This Lease shall be interpreted and construed in a fair and impartial manner
without regard to such factors as the party which prepared the instrument, the
relative bargaining powers of the parties or the domicile of any party.
Whenever in this Lease any words of obligation or duty are used, such words or
expressions shall have the

                                       36

<PAGE>
same force and effect as though made in the form of a covenant.

     44. EASEMENTS. During the Lease Term Lessor shall have the right to grant
utility easements on, over, under and above the Property without the prior
consent of Lessee, provided that such easements will not materially interfere
with Lessee's or a Permitted Sublessee's use.

     45. BANKRUPTCY.

          (a) As a material inducement to Lessor executing this Lease, Lessee
acknowledges and agrees that Lessor is relying upon (i) the financial condition
and specific operating experience of Lessee and Lessee's and Permitted
Sublessees' obligation to use the Property specifically in accordance with
system-wide requirements imposed from time to time on Permitted Facilities,
(ii) Lessee's timely performance of all of its obligations under this Lease
notwithstanding the entry of an order for relief under the Code for Lessee and
(iii) all defaults under this Lease being cured promptly and this Lease being
assumed within 60 days of any order for relief entered under the Code for
Lessee, or this Lease being rejected within such 60 day period and the Property
surrendered to Lessor.

          (b) Accordingly, in consideration of the mutual covenants contained
in this Lease and for other good and valuable consideration, Lessee hereby
agrees that:

               (i) All obligations that accrue under this Lease (including the
obligation to pay rent), from and after the date that an Action is commenced
shall be timely performed exactly as provided in this Lease and any failure to
so perform shall be harmful and prejudicial to Lessor;

              (ii) Any and all obligations under this Lease that become due
from and after the date that an Action is commenced and that are not paid as
required by this Lease shall, in the amount of such rents, constitute
administrative expense claims allowable under the Code with priority of payment
at least equal to that of any other actual and necessary expenses incurred
after the commencement of the Action;

             (iii) Any extension of the time period within which Lessee may
assume or reject this Lease without an obligation to cause all obligations
coming due under this Lease from and after the date that an Action is commenced
to be performed as and when required under this Lease shall be harmful and
prejudicial to Lessor;

              (iv) Any time period designated as the period within which Lessee
must cure all defaults and compensate Lessor for all pecuniary losses which
extends beyond the date of assumption of this Lease shall be harmful and
prejudicial to Lessor;

               (v) Any assignment of this Lease must result in all terms and
conditions of this Lease being assumed by the assignee without alteration or
amendment, and any assignment which results in an amendment or alteration of
the terms and conditions of this Lease without the express written consent of
Lessor shall be harmful and prejudicial to Lessor;

              (vi) Any proposed assignment of this Lease to an assignee that
does not

                                       37
<PAGE>
     possess financial condition, operating performance and experience
     characteristics equal to or better than the financial condition, operating
     performance and experience of Lessee as of the Effective Date shall be
     harmful and prejudicial to Lessor;

                  (vii) The rejection (or deemed rejection) of this Lease for
     any reason whatsoever shall constitute cause for immediate relief from the
     automatic stay provisions of the Code, and Lessee stipulates that such
     automatic stay shall be lifted immediately and possession of the Property
     will be delivered to Lessor immediately without the necessity of any
     further action by Lessor; and

                  (viii) This Lease shall at all times be treated as consistent
     with the specific characterizations set forth in Section 3 of this Lease,
     and assumption or rejection of this Lease shall be (a) in its entirety and
     (b) in strict accordance with the specific terms and conditions of this
     Lease.

         (c) No provision of this Lease shall be deemed a waiver of Lessor's
rights or remedies under the Code or applicable law to oppose any assumption
and/or assignment of this Lease, to require timely performance of Lessee's
obligations under this Lease, or to regain possession of the Property as a
result of the failure of Lessee to comply with the terms and conditions of this
Lease or the Code.

         (d) Notwithstanding anything in this Lease to the contrary, all amounts
payable by Lessee to or on behalf of Lessor under this Lease, whether or not
expressly denominated as such, shall constitute "rent" for the purposes of the
Code.

         (e) For purposes of this Section addressing the rights and obligations
of Lessor and Lessee in the event that an Action is commenced, the term
"Lessee" shall include Lessee's successor in bankruptcy, whether a trustee,
Lessee as debtor in possession or other responsible person.

     46. NO OFFER. No contractual or other rights shall exist between Lessor and
Lessee with respect to the Property until both have executed and delivered this
Lease, notwithstanding that deposits may have been received by Lessor and
notwithstanding that Lessor may have delivered to Lessee an unexecuted copy of
this Lease. The submission of this Lease to Lessee shall be for examination
purposes only, and does not and shall not constitute a reservation of or an
option for Lessee to lease or otherwise create any interest on the part of
Lessee in the Property.

     47. OTHER DOCUMENTS. Each of the parties agrees to sign such other and
further documents as may be necessary or appropriate to carry out the intentions
expressed in this Lease.

     48. ATTORNEYS' FEES. In the event of any judicial or other adversarial
proceeding between the parties concerning this Lease, to the extent permitted by
law, the prevailing party shall be entitled to recover all of its reasonable
attorneys' fees and other costs in addition to any other relief to which it may
be entitled. Lessor shall, upon demand, be entitled to all attorneys' fees and
all other costs incurred in the preparation and service of any notice or demand
hereunder, whether or not a legal action is subsequently commenced. References
in this Lease to Lessor's attorneys' fees and/or costs shall mean both the fees
and costs of independent counsel

                                       38
<PAGE>
retained by Lessor with respect to the matter and the fees and costs incurred in
connection with the matter.

     49. ENTIRE AGREEMENT. This Lease and any other instruments or agreements
referred to herein, constitute the entire agreement between the parties with
respect to the subject matter hereof, and there are no other representations,
warranties or agreements except as herein provided. Without limiting the
foregoing, Lessee specifically acknowledges that neither Lessor nor any agent,
officer, employee or representative of Lessor has made any representation or
warranty regarding the projected profitability of the business to be conducted
on the Property. Furthermore, Lessee acknowledges that Lessor did not prepare or
assist in the preparation of any of the projected figures used by Lessee in
analyzing the economic viability and feasibility of the business to be conducted
by Lessee at the Property.

     50. FORUM SELECTION; JURISDICTION; VENUE; CHOICE OF LAW. There are
substantial contracts between the parties and the transactions contemplated
herein and the State of California. For purposes of any action or proceeding
arising out of this Lease, the parties hereto expressly submit to the
jurisdiction of all federal and state courts located in the State of California.
Lessee and Lessor consent that they may be served with any process or paper by
registered mail or by personal service within or without the State of California
in accordance with applicable law. Furthermore, Lessee and Lessor waive and
agree not to assert in any such action, suit or proceeding that they are not
personally subject to the jurisdiction of such courts, that the action, suit or
proceeding is brought in an inconvenient forum or that venue of the action,
suit or proceeding is improper. This Lease shall be governed by the internal
laws of the State of California without regard to its principles of conflicts of
law.

     51. COUNTERPARTS. This Lease may be executed in one or more counterparts,
each of which shall be deemed an original.

     52. MEMORANDUM OF LEASE. Concurrently with the execution of this Lease,
Lessor and Lessee are executing the Memorandum to be recorded in the applicable
real property records with respect to the Property. Further, upon Lessor's
request, Lessee agrees to execute and acknowledge a termination of lease and/or
quit claim deed in recordable form with respect to the Property to be held by
Lessor until the expiration or sooner termination of the Lease Term.

     53. NO BROKERAGE. Lessor and Lessee represent and warrant to each other
that they have had no conversation or negotiations with any broker concerning
the leasing of the Property. Each of Lessor and Lessee agrees to protect,
indemnify, save and keep harmless the other, against and from all liabilities,
claims, losses, costs, damages and expenses, including attorneys' fees, arising
out of, resulting from or in connection with their breach of the foregoing
warranty and representation.

     54. WAIVER OF JURY TRIAL AND PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT
DAMAGES. LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES
PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF
THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO


                                       39
<PAGE>
ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF
LESSOR AND LESSEE, LESSEE'S USE OR OCCUPANCY OF THE PROPERTY, AND/OR ANY CLAIM
FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE
PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN
NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LESSEE AND
LESSOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHTS THEY MAY
HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM EACH
OTHER AND ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, MEMBERS OR EMPLOYEES OR
ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY
ACTION; PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE
OTHER PARTY OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, MEMBERS OR
EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF
OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED
HERETO. THE WAIVER BY EITHER PARTY OF ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE,
CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES
HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

     55. RELIANCE BY LENDER. Lessee acknowledges and agrees that Lender may rely
on all of the representations, warranties and covenants set forth in this Lease,
that Lender is an intended third-party beneficiary of such representations,
warranties and covenants and that Lender shall have all rights and remedies
available at law or in equity as a result of a breach of such representations,
warranties and covenants, including to the extent applicable, the right of
subrogation.

     56. DOCUMENT REVIEW. In the event Lessee makes any request upon Lessor
requiring Lessor, Lender or the attorneys of Lessor or Lender to review and/or
prepare (or cause to be reviewed and/or prepared) any documents, plans,
specifications and other submissions in connection with or arising out of this
Lease, then Lessee shall reimburse Lessor or its designee promptly upon Lessor's
demand therefor for all out-of-pocket costs and expenses incurred by Lessor in
connection with such review and/or preparation plus a reasonable processing and
review fee.

     57. SUBSTITUTION.

         (a) Subject to the fulfillment of all of the conditions set forth in
the following subsection B, Lessee shall have the right to deliver a rejectable
offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a
Substitute Property for the Property if:

               (i) the terms of Section 21.B of this Lease permit such
     substitution (each, a "Casualty/Condemnation Substitution").

     From and after the third anniversary of the Effective Date and subject to
     the fulfillment of all of the conditions set forth in the following
     subsection B, Lessee shall also have the right to deliver a Rejectable
     Substitution Offer to substitute any

                                       40
<PAGE>

Property with a Substitute Property (each a "Discretionary Substitution").

                  Each Rejectable Substitution Offer shall identify the proposed
Substitute Property in reasonable detail and contain a certificate executed by
a duly authorized officer of Lessee pursuant to which Lessee shall certify that
in Lessee's good faith judgement such proposed Substitute Property satisfies as
of the date of such notice, or will satisfy as of the date of the closing of
such substitution, all of the applicable conditions to substitution set forth
in this Section 57. Lessee agrees to deliver to Lessor all of the diligence
information and materials contemplated by the provisions of Section 57.B of
this Lease within 30 days after the delivery to Lessor of a Rejectable
Substitution Offer.

                  Lessor shall have 90 days after the delivery of a Rejectable
Substitution Offer notice satisfying the requirements of the preceding paragraph
to deliver to Lessee written notice of its election to either accept or reject
the Rejectable Substitution Offer. Lessor's failure to deliver such notice
within such time period shall be deemed to constitute Lessor's acceptance of the
Rejectable Substitution Offer. If the Mortgage corresponding to the Property to
be replaced is still outstanding, any rejection of the Rejectable Substitution
Offer by Lessor shall not be effective unless it is consented to in writing by
Lender. If Lessor accepts the Rejectable Substitution Offer or is deemed to have
accepted the Rejectable Substitution Offer or if Lender does not consent in
writing to any rejection of the Rejectable Substitution Offer by Lessor, then
Lessee shall complete such substitution, subject, however, to the satisfaction
of each of the applicable terms and conditions set forth in this Section 57.

                  If Lessor rejects the Rejectable Substitution Offer pursuant
to the previous paragraph for reasons other than that, in Lessor's reasonable
judgment, the proposed Substitute Property would not have satisfied the
applicable substitution conditions set forth in this Section 57, and such
rejection is consented to by Lender, then:

                  (X) if such rejected Rejectable Substitution Offer was made
with respect to a Casualty/Condemnation Substitution, the provisions of the
last paragraph of Section 21.B and the last sentence of the second paragraph of
Section 21.B shall be applicable; and

                  (Y) if such rejected Rejectable Substitution Offer was made
with respect to a Discretionary Substitution, this Lease shall terminate on the
next scheduled Base Monthly Rental payment date (the "Early Substitution
Termination Date") provided Lessee has paid to Lessor all Base Annual Rental,
Additional Rental and all other sums and obligations then due and payable under
this Lease as of such Early Substitution Termination Date.

                  On the Early Substitution Date, and provided Lessee shall
have paid to Lessor all Base Annual Rental, Additional Rental and other sums
and obligations then due and payable under this Lease as of the Early
Substitution Date:

                  (i) the Base Annual Rental then in effect shall be reduced by
an


                                       41

<PAGE>
     amount equal to the product of (x) the Applicable Rent Reduction
     Percentage, and (y) the Base Annual Rental then in effect; and

                  (ii) all obligations of Lessor and Lessee shall cease as of
     the Early Substitution Termination Date with respect to the Property;
     provided, however, Lessee's obligations to Lessor with respect to the
     Property under any indemnification provisions of this Lease with respect to
     the Property (including, without limitation, Sections 16 and 19 of this
     Lease) and Lessee's obligations to pay any sums (whether payable to Lessor
     or a third party) accruing under this Lease with respect to the Property
     prior to the Early Substitution Termination Date shall survive the
     termination of this Lease with respect to the Property or otherwise. This
     Lease shall, however, continue in full force and effect with respect to the
     Property.

         (b) The substitution of a Substitute Property for the Property
pursuant to the preceding subsection A shall be subject to the fulfillment of
all of the following terms and conditions:

             (i)  The Substitute Property must:

                  (1) be a Permitted Facility, in good condition and repair,
         ordinary wear and tear excepted;

                  (2) have a fair market value no less than the greater of the
         then fair market value of the Property being replaced or the fair
         market value of such Property as of the Effective Date (in each case,
         determined without regard to this Lease, but assuming that while this
         Lease has been in effect, Lessee has complied with all of the terms and
         conditions of this Lease), as determined by Lessor, and consented to by
         Lender, utilizing the same valuation method as used in connection with
         the closing of the transaction described in the Sale-Leaseback
         Agreement, which was based upon the sum of (x) the fair market value of
         the land comprising such Property and (y) the replacement cost of the
         improvements located thereon;

                  (3) have improvements which have a remaining useful life
         substantially equivalent to, or better than that of the improvements
         located at the Property to be replaced;

                  (4) be conveyed to Lessor by special or limited warranty
         deed, free and clear of all liens and encumbrances, except such
         matters as are reasonably acceptable to Lessor (the "Substitute
         Property Permitted Exceptions"); and

                  (5) be located in either (a) the same state as the Property
         to be replaced is then located, or (b) in another state acceptable to
         Lessor in Lessor's reasonable discretion;

             (ii) Lessor shall have inspected and approved the Substitute
     Property utilizing Lessor's customary site inspection and underwriting
     approval criteria. Lessee


                                       42
<PAGE>

     shall have reimbursed Lessor and Lender for all of their reasonable costs
     and expenses incurred with respect to such proposed substitution,
     including, without limitation, Lessor's third-party and/or in-house site
     inspectors' costs and expenses with respect to the proposed Substitute
     Property. Lessee shall be solely responsible for the payment of all costs
     and expenses resulting from such proposed substitution, regardless of
     whether such substitution is consummated, including, without limitation,
     the cost of title insurance and endorsements for both Lessor and Lender,
     survey charges, stamp taxes, mortgage taxes, transfer fees, transfer
     taxes, charges, escrow and recording fees, water certification charges and
     costs, transaction tax (if applicable), income and transfer taxes imposed
     on Lessor as a result of such substitution and the reasonable attorneys'
     fees and expenses of counsel to Lessee, Lessor and Lender;

          (iii) Lessor shall have received a preliminary title report and
     irrevocable commitment to insure title by means of an ALTA extended
     coverage owner's policy of title insurance (or its equivalent, in the
     event such form is not issued in the jurisdiction where the proposed
     Substitute Property is located) for the proposed Substitute Property
     issued by Title Company and committing to insure Lessor's good and
     marketable title in the proposed Substitute Property, subject only to the
     Substitute Property Permitted Exceptions (as defined in the Sale-Leaseback
     Agreement) and containing endorsements substantially comparable to those
     required by Lessor at the Closing (as defined in the Sale-Leaseback
     Agreement) and Lender shall have received such title report and
     irrevocable commitment to insure its first priority lien encumbering the
     proposed Substitute Property as Lender shall reasonably require;

          (iv) Lessor shall have received a current ALTA survey of the proposed
     Substitute Property, the form of which shall be comparable to those
     received by Lessor at the Closing and sufficient to cause the standard
     survey exceptions set forth in the title policy referred to in the
     preceding subsection to be deleted;

          (v) no Event of Default shall have occurred and be continuing under
     any of the Sale-Leaseback Documents;

          (vi) Lessee shall have executed such documents as may be reasonably
     required by Lessor as a result of such substitution, including amendments
     to this Lease and the Memorandum (the "Substitute Documents"), all of
     which documents shall be in form and substance reasonably satisfactory to
     Lessor;

          (vii) the representations and warranties set forth in the Substitute
     Documents, this Lease and the Sale-Leaseback Agreement applicable to the
     proposed Substitute Property shall be true and correct in all material
     respects as of the date of substitution, and Lessee shall have delivered
     to Lessor an officer's certificate certifying to that effect;

          (viii) Lessee shall have delivered to Lessor certificates of
     insurance showing that insurance required by the Substitute Documents is
     in full force and effect;

          (ix) Lessor shall have obtained an endorsement to the policy of
     residual


                                       43
<PAGE>
     value insurance issued to Lessor and Lender in connection with the
     transaction described in the Sale-Leaseback Agreement with respect to the
     proposed Substitute Property, which endorsement shall be in form and
     substance reasonably satisfactory to Lessor and Lender;

               (x) Lender shall have provided a written consent to the
     substitution of the proposed Substitute Property, which consent may be
     withheld at Lender's sole discretion; and

               (xi) the date of the closing of the substitution shall occur no
     later than 20 days after the date of acceptance (or deemed acceptance) by
     Lessor of the Rejectable Substitution Offer.

          (c) Upon satisfaction of the foregoing conditions set forth in
Section 57.B and provided Lessor has accepted the Rejectable Substitution Offer
or is deemed to have accepted the Rejectable Substitution Offer, or while the
Mortgage corresponding to such Property is still outstanding, any rejection of
the Rejectable Substitution Offer by Lessor is not consented to in writing by
the Lender:

               (i) the proposed Substitute Property shall be deemed substituted
     for the Property to be replaced;

               (ii) the Substitute Property shall be referred to herein as a
     "Property" and included within the definition of "Properties";

               (iii) the Substitute Documents shall be dated as of the date of
     the substitution; and

               (iv) Lessor shall convey the Property to be replaced to Lessee
     or a signee of Lessee "as-is" by quit-claim deed, subject to all matters
     of record (except for the Mortgage corresponding to the Property to be
     replaced and any other consensual liens granted by Lessor other than those
     granted by Lessor at the request of Lessee), and without representation or
     warranty.

          (d) Notwithstanding the foregoing, nothing in this Section 57 shall
be construed as limiting or otherwise adversely affecting the representations,
warranties, covenants and characterizations set forth in Lease, including,
without limitation, those provisions set forth in Section 3 of this Lease.

     58. REJECTABLE PURCHASE OFFER. Subject to the fulfillment of all of the
conditions set forth in this Section 58.

          (a) Lessor shall have 90 days from the delivery by Lessee of a
Rejectable Purchase Offer notice to purchase a certain property as described in
the Rejectable Purchase Offer ("Rejectable Purchase Offer") by delivering to
Lessee written notice of its election to either accept or reject the Rejectable
Purchase Offer. Lessor's failure to respond to such Rejectable Purchase Offer
notice within such time period shall be deemed to constitute Lessor's
acceptance of the Rejectable Purchase Offer. If the Mortgage corresponding to
the Property to be purchased is still outstanding, any rejection of the
Rejectable Purchase Offer by Lessor shall not be


                                       44
<PAGE>

effective unless it is consented to in writing by Lender. If Lessor accepts the
Rejectable Purchase Offer or is deemed to have accepted the Rejectable Purchase
Offer or if Lender does not consent in writing to any rejection of the
Rejectable Purchase Offer by Lessor, then Lessee shall complete such purchase,
subject, however, to the satisfaction of each of the terms and conditions set
forth in the following subsection B.

          (b) The purchase of a Property pursuant to the preceding subsection A
shall be subject to the fulfillment of all of the following terms and
conditions:

               (i) no Event of Default shall have occurred and be continuing
     under any of the Sale-Leaseback Documents;

               (ii) Lessee shall have delivered to Lessor a certificate
     executed by a duly authorized officer of Lessee certifying to Lessor that
     Lessee does not own any properties which are available for substitution and
     which meet the applicable requirements for substitution set forth in
     Section 57;

               (iii) Lessee shall have paid to Lessor the Subject Purchase
     Price (as defined below), together with all Base Annual Rental, Additional
     Rental and other sums and obligations then due and payable under this
     Lease as of the date of the closing of such purchase;

               (iv) Lessee shall be solely responsible for the payment of all
     costs and expenses resulting from such proposed purchase, regardless of
     whether the purchase is consummated, including, without limitation, to the
     extent applicable, the cost of title insurance and endorsements,
     including, survey charges, stamp taxes, mortgage taxes, transfer taxes and
     fees, escrow and recording fees, taxes imposed on Lessor as a result of
     such purchase, the attorneys' fees of Lessee and the reasonable attorneys'
     fees and expenses of counsel to Lessor and Lender;

               (v) the date of the closing of such purchase shall occur on the
     next scheduled Base Monthly Rental payment date following Lessor's
     acceptance (or deemed acceptance) of the Rejectable Purchase Offer, but in
     no event later than 20 days after the date of acceptance (or deemed
     acceptance) by Lessor of such Rejectable Purchase Offer; and

               (vi) Lender shall have provided a written consent to the
     proposed purchase, which consent may be withheld at Lender's sole
     discretion.

          On the date of the closing of the purchase of a Property pursuant to
this Section (the "Rejectable Purchase Closing Date"), subject to satisfaction
of the foregoing conditions:

               (1) this Lease shall be deemed terminated with respect to such
     Property only, but this Lease shall continue in full force and effect with
     respect to all of the other Properties; provided, however, such termination
     shall not limit Lessee's obligations to Lessor with respect to such
     Property under any indemnification provisions of this Lease (including,
     without limitation, Sections 16 and 19 of this Lease) and Lessee's
     obligations to pay any sums (whether payable to Lessor or a third party)
     accruing under this Lease


                                       45
<PAGE>
         with respect to such Property prior to the Rejectable Purchase Closing
         Date shall survive the termination of this Lease;

                  (2) the Base Annual Rental shall be reduced for each Property
         by an amount equal to the product of (x) the Applicable Rent Reduction
         Percentage for such Property and (y) the Base Annual Rental then in
         effect; and

                  (3) Lessor shall convey such Property to Lessee "as-is" by
         quit-claim deed, subject to all matters of record (except for the
         Mortgage corresponding to the Property to be replaced and any other
         consensual liens granted by Lessor other than those granted by Lessor
         at the request of Lessee), and without representation or warranty.

            For the purposes of this Section 58, the term "Subject Purchase
Price" shall mean the product of the amount specified on SCHEDULE I attached
hereto which corresponds to the time period during which such purchase occurs
multiplied by the Purchase Price for the Property being purchased.

         59. STATE SPECIFIC PROVISIONS. The provision and/or remedies which are
set forth on SCHEDULE II shall be deemed a part of and included within the terms
and conditions of this Lease.

         60. CERTIFICATE. At any time, and from time to time, at or following
the assignment by any Permitted Sublessee of its right, title and interest in
any Permitted Sublease, Lessor, provided all of the conditions in Section 12 of
the Permitted Sublease have been satisfied, agrees, promptly and in no event
later than twenty (20) Business Days after a request from Lessee to execute,
acknowledge and deliver to Lessee and any such Permitted Sublessee a certificate
from Lessor; certifying that such Permitted Sublessee has been released from all
liabilities, obligations and duties to Lessor under the Permitted Sublease.
<PAGE>
     IN WITNESS WHEREOF, Lessor and Lessee have entered into this Lease as of
the date first above written.

                                  LESSOR:

                                  CFK REALTY PARTNERS, LLC,
                                  an Illinois limited liability company
                                  By: its manager

                                  By: /s/ FREDERICK H. KOPKO, JR.
                                      ------------------------------------------
                                  Printed Name: Frederick H. Kopko, Jr., Manager
                                                --------------------------------

                                  LESSEE:

                                  MERCURY AIR GROUP, INC., a Delaware
                                  corporation

                                  By: /s/
                                      ------------------------------------------
                                  Printed Name:
                                                --------------------------------
                                  Its:
                                       -----------------------------------------
                                  Lessee's Tax Identification Number:
                                                                      ----------


                                       47
<PAGE>
     IN WITNESS WHEREOF, Lessor and Lessee have entered into this Lease as of
the date first above written.

                                  LESSOR:

                                  CFK REALTY PARTNERS, LLC,
                                  an Illinois limited liability company
                                  By: its manager

                                  By: /s/
                                      -----------------------------------------
                                  Printed Name:
                                                -------------------------------

                                  LESSEE:

                                  MERCURY AIR GROUP, INC., a Delaware
                                  corporation

                                  By: /s/ WAYNE J. LOVETT
                                      -----------------------------------------
                                  Printed Name: Wayne J. Lovett
                                                -------------------------------
                                  Its: Ex VP GC
                                       ----------------------------------------
                                  Lessee's Tax Identification Number: 95-4836590
                                                                      ----------


                                       47
<PAGE>
                               POWER OF ATTORNEY

     Lessor may act as attorney-in-fact or otherwise on behalf of Lessee
pursuant to Sections _____ of this Lease. This power of attorney is coupled
with an interest, is durable and is not affected by subsequent disability or
incapacity of the principal or lapse of time.

/s/                           /s/
----------------------        ----------------------
Witness                       Witness

STATE OF ILLINOIS                )
                                 )   SS.
COUNTY OF COOK                   )

     The foregoing instrument was acknowledged before me on December 21, 2001,
by Frederick H. Kopko, a member of CFK REALTY PARTNERS, LLC, an Illinois
limited liability company, on behalf of the limited liability company.

                         /s/ GABRIELA (ILLEGIBLE)
                         ------------------------
                         Notary Public
                                           (SEAL)

My Commission Expires: 6/22/04

STATE OF CALIFORNIA              )
                                 )   SS.
COUNTY OF                        )
          ------------

     The foregoing instrument was acknowledged before me on ________ by
___________ of MERCURY AIR GROUP, INC., a Delaware corporation, on behalf of
the corporation.

                         /s/
                         ------------------------
                         Notary Public

My Commission Expires:


                                       48
<PAGE>
                               POWER OF ATTORNEY

     Lessor may act as attorney-in-fact or otherwise on behalf of Lessee
pursuant to Sections _____ of this Lease. This power of attorney is coupled
with an interest, is durable and is not affected by subsequent disability or
incapacity of the principal or lapse of time.

/s/                           /s/
----------------------        ----------------------
Witness                       Witness

STATE OF ILLINOIS                )
                                 )   SS.
COUNTY OF COOK                   )

     The foregoing instrument was acknowledged before me on December 21, 2001,
by Frederick H. Kopko, a member of CFK REALTY PARTNERS, LLC, an Illinois
limited liability company, on behalf of the limited liability company.

                         /s/
                         ------------------------
                         Notary Public


My Commission Expires:

STATE OF CALIFORNIA              )
                                 )   SS.
COUNTY OF                        )
          ------------

     The foregoing instrument was acknowledged before me on ________ by
___________ of MERCURY AIR GROUP, INC., a Delaware corporation, on behalf of
the corporation.

                         /s/
                         ------------------------
                         Notary Public

My Commission Expires:


                                       48
<PAGE>
State of California

County of Los Angeles

On December 21, 2001 before me, C. Gutierrez, Notary Public, personally
appeared Wayne J. Lovett personally known to me (or proved to me on a the basis
satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

(SEAL)                                /s/ C. GUTIERREZ
                                      -----------------------
                                      C. Gutierrez

</TEXT>
</DOCUMENT>
