THIRD AMENDMENT TO BUILD AND LEASE AGREEMENT

 

                                    FOOD FOR LESS

                     THIRD AMENDMENT TO BUILD AND LEASE AGREEMENT

This THIRD AMENDMENT TO BUILD AND LEASE AGREEMENT ("Third Amendment") is made an
entered into as of the 8th day of March, 1994, by and between CHICO CROSSROADS
CENTER, a California limited partnership ("Lessor"), and NETCO FOODS, INC.
("Lessee).

                                       RECITALS

A.  Douglas W. Bradford, a predecessor in interest of Lessor, and Lessee have
    heretofore entered into that certain Build and Lease Agreement dated as of
    May 25, 1988 (the "Lease Agreement").  The Lease Agreement was amended by a
    letter agreement dated August 2, 1988 ("First Amendment") and a "Second
    Amendment" dated June 16, 1992.  The Lease Agreement as amended by the
    First Amendment and Second Amendment is referred to hereinafter as the
    Lease.  The Lease demises a store building in a shopping center in the City
    of Chico, County of Butte, State of California ("Shopping Center").

B.  Landlord has entered into or will soon enter into leases with Circuit City
    Stores, Inc. ("Circuit City Lease") and Petco Animal Supplies, Inc. ("Petco
    Lease") which provide among other things for the construction of stores of
    approximately 23,014 square feet for Circuit City Stores, Inc. ("Circuit
    City Store") and 8,500 square feet for Petco animal Supplies, Inc. ("Petco
    Store").  To accomplish the construction of the Circuit City Store,
    Landlord will (i) demolish the buildings shown as Building "C" and
    Building Pad "3" on Exhibit "A" to the Lease Agreement and (ii) pave over
    and strip for parking the areas shown as Building Pad 3 and Pad 2 on
    Exhibit "A" to the Lease Agreement and Exhibit "1" to the Second Amendment.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.  The plot plan(s) attached as Exhibit "A" to the Lease Agreement and Exhibit
    "1" to the Second Amendment shall be replaced by the plot plan attached
    hereto as Exhibit "1".  In each instance wherein the Lease Agreement refers
    to the plot plan or Exhibit "A" attached thereto, or the First Amendment
    refers to the plot plan or Exhibit "1" attached thereto, such reference(s)
    shall be deemed to refer to Exhibit "1" attached hereto.  Landlord and
    Tenant hereby approve the plot plan attached hereto as Exhibit "1" for
    all purposes of the Lease.

2.  Each party, upon request of the other, agrees to confirm in writing that
    Exhibit "1" attached to this Third Amendment reflects the agreed
    replacement plot plan attached both to the Lease as Exhibit "A" and to the
    First Amendment as Exhibit "1".

3.  The following provisions shall be effective with respect to this Third
    Amendment:

    A.   Landlord shall not permit any portion of the common area within the
         Shopping

         Center to be used as a staging area or for the storage of construction
         materials or vehicles except as set forth in Exhibit "1" hereto,
         without the prior written approval of Tenant.

    B.   Landlord agrees that Tenant shall not be responsible and shall not
         bear any costs for any site work, drainage, grading or any other work
         in, on or around the Premises demised by the Lease or the common areas
         as a result of the construction contemplated herein.

4.  Except as expressly modified/supplemented by Paragraphs 1, 2 and 3 hereof,
    the Lease shall remain unmodified and shall continue in full force an
    effect.  Landlord and Tenant acknowledge and agree that to the extent of a
    conflict between the provisions of this Third Amendment and the Lease, the
    Third Amendment shall prevail.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
Lease Agreement as of the date first written above.

CHICO CROSSROADS CENTER,
a California limited partnership

By: JMLB, INC.,
    California corporation
    Its Sole General Partner

    By:  /s/ Jaime Sohacheski               Date:   3-16-94
         ------------------------                 --------------------
         Jaime Sohacheski
         President

                                                      "LESSOR"

NETCO FOODS, INC.
By:  /s/ Steve G. Nettleton                  Date:   3-8-94
     ----------------------------                 --------------------
    Its:  PRESIDENT

                                                      "LESSEE"

                                      EXHIBIT A

                                        [MAP]

                                CONSENT OF GUARANTORS

    Steve G. Nettleton and Kathleen P. Nettleton, as Guarantors of the "Lease",
as defined in Recital A to the Third Amendment To Build And Lease Agreement,
attached hereto as Exhibit "A", under Guarantee dated May 25, 1988, consents to
the Third Amendment To Build And Lease Agreement and agrees that its Guarantee
dated May 25, 1988, shall apply to said "Lease", as amended by the Third
Amendment To Build And Lease Agreement.

    Dated:         March 8, 1994

    By:  /s/ Steve G. Nettleton
         -------------------------------
         Steve G. Nettleton

    By:  /s/ Kathleen P. Nettleton
         -------------------------------
        Kathleen P. Nettleton

                    SECOND AMENDMENT TO BUILD AND LEASE AGREEMENT

    This SECOND AMENDMENT TO BUILD AND LEASE AGREEMENT ("Second Amendment") is
made and entered into as of the 16th day of JUNE, 1992, by and between CHICO
CROSSROADS CENTER, a California limited partnership ("Lessor"), and NETCO FOODS,
INC. ("Lessee").

                                   R E C I T A L S:

A.  Douglas W. Bradford, a predecessor in interest of Lessor, and Lessee have
    heretofore entered into that certain Build and Lease Agreement dated as of
    May 25, 1988 (the "Lease").  The Lease was amended by a letter agreement
    dated August 2, 1988 ("First Amendment") . The Lease as amended by the
    First Amendment is referred to as the Lease.  The Lease demises a store
    building in a shopping center in the City of Chico, County of Butte, State
    of California ("Shopping Center").

B.  Landlord contemplates entering into a lease of certain building space (the
    "Pad A Building") to be constructed by Lessor in the Shopping Center with
    HomeTown Buffet, Inc., a Delaware corporation ("Hometown"), for the
    operation of a restaurant.  Landlord and Tenant desire to amend the Lease
    in order (i) to permit the construction of said building space (the "Pad A
    Building"), (ii) to provide for the future construction of building spaces
    on vacant pads ("Pad 1 and Pad 2") and (iii) to provide for certain "Right
    of Way" dedications and the relocation of a driveway to accommodate the
    widening of Whitman Avenue.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.  A true and correct copy of the plot plan attached as Exhibit "A" to the
    Lease is attached hereto as Exhibit "2".  Exhibit "A" to the Lease shall
    be supplemented and modified as set forth in Exhibit "1" attached hereto.
    Exhibit "1" attached hereto reflects without limitation the proposed (i)
    "Right of Way" dedication for widening Whitman Avenue, (ii) alternate
    driveway location for the northern most driveway of the Shopping Center,
    (iii) location and building envelopes for Pad A Building, Pad 1 and Pad 2,
    and (iv) proposed site improvements around Pad A Building including without
    limitation parking stalls, curbs and trash enclosures.

    A.   Except as set forth in Exhibit "1", Exhibit "A" remains unmodified.

    B.   Exhibit "A" to the Lease as modified by Exhibit "1" hereto of this
         Second Amendment shall be deemed to be in compliance with all of the
         terms and conditions of the Lease.

SECOND AMENDMENT TO BUILD AND LEASE AGREEMENT
Page 2

2.  Each party, upon request of the other, agrees to confirm in writing that
    Exhibit "1" attached to this Agreement reflects the agreed to
    modification of Exhibit "A" attached to the Lease, if such be the case.

3.  Lessor agrees that Lessee shall not be responsible and shall not bear any
    costs for any site work, drainage, grading or any other work to the
    Shopping Center Common Facilities or otherwise, as a result of any
    construction relating to the proposed improvements set forth on Exhibit
    "1" including, but not limited to any work related to adjusted curb
    lines, driveways or the proposed right away dedication along Whitman Avenue
    to the City of Chico.

4.  Except as expressly modified/supplemented by Paragraphs 1, 2 and 3 hereof,
    the Lease shall remain unmodified and shall continue in full force and
    effect.  Landlord and Tenant acknowledge and agree that to the extent of a
    conflict between the provisions of this Second Amendment and the Lease, the
    Second Amendment shall prevail.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
Lease Agreement as of the date first written above.

CHICO CROSSROADS CENTER,
a California limited partnership

By:  JMLB, INC.,
     a California corporation
     Its Sole General Partner

    By: /s/ Jamie Sohacheski                          Date:    6-16-92
        ------------------------                            ---------------
         Jamie Sohacheski
         President
                                                                "LESSOR"

NETCO FOODS, INC.

By: /s/ Steve G. Nettleton                             Date:    5-31-92
        ------------------------                            ---------------
    Its:  President

                                                                 "LESSEE"

                                        [MAP]

                                      SITE PLAN
                                  ------------------
                                  ------------------
                                   CHICO CROSSROADS
                                   SHOPPING CENTER
                                  ------------------
                                  ------------------
                                      CHICO, CA

                                        [MAP]

                                              EXHIBIT 1
                                             -----------
                                             -----------

EXHIBIT "2"
(EXHIBIT "A" TO LEASE)

                                        [MAP]

                                CONSENT OF GUARANTORS

    Steve G. Nettleton and Kathleen P. Nettleton, as Guarantors of the "Lease",
as defined in Recital A to the Second Amendment To Build And Lease Agreement,
attached hereto as Exhibit "A", under Guarantee dated May 25, 1988, consents to
the Second Amendment to Build and Lease Agreement and agrees that its Guarantee
dated May 25, 1988, shall apply to said "Lease", as amended by the Second
Amendment to Build and Lease Agreement.

    DATED MAY 31, 1992

    BY: /s/ Steve G. Nettleton
       -----------------------------
       Steve G. Nettleton

    By: /s/ Kathleen P. Nettleton
       -----------------------------
       Kathleen P. Nettleton

                                   [LOGO]

                                  FLEMING

                                 COMPANIES, INC.

                               STANDARD

                              SPECIFICATIONS

                             FOR

                            STORE

                           DEVELOPMENT

                          BUILDINGS

                         FOOD 4 LESS

                                      EXHIBIT B

                               FLEM1NG COMPANIES, INC.
                             CALIFORNIA STORE DEVELOPMENT
                         FOOD 4 LESS STANDARD SPECIFICATIONS

Revision Date:       9/87         Division:       ______________________________

                                  Date:          ______________________________

                                  Job Location:  ______________________________

                                        INDEX

REQUIREMENT                                               Page No.

1.   General Conditions. . . . . . . . . . . . . . . . . . . . .       1 - 4

2.   Site Work . . . . . . . . . . . . . . . . . . . . . . . . .       4 - 6

3.   Foundations . . . . . . . . . . . . . . . . . . . . . . . .       6

4.   Wall Construction . . . . . . . . . . . . . . . . . . . . .       6 - 7

5.   Floor Construction. . . . . . . . . . . . . . . . . . . . .       7 - 8

6.   Ceiling Construction. . . . . . . . . . . . . . . . . . . .       8

7.   Roof Construction . . . . . . . . . . . . . . . . . . . . .       9

8.   Doors, Windows, Hardware. . . . . . . . . . . . . . . . . .       10

9.   Interior and Exterior Finishes. . . . . . . . . . . . . . .       10 - 11

10.   Equipment. . . . . . . . . . . . . . . . . . . . . . . . .       11

11.   Automatic Sprinkler System . . . . . . . . . . . . . . . .       11 - 13

12.   Plumbing . . . . . . . . . . . . . . . . . . . . . . . . .       13 - 15

13.   Heating and Air Conditioning . . . . . . . . . . . . . . .       15 - 18

14.   Electrical and Lighting. . . . . . . . . . . . . . . . . .       18 - 20

15.   Lessor Work to Lessee Equipment. . . . . . . . . . . . . .       20

                                      " E X H I B I T  B "

                                            LESSOR'S
                                            SIGNATURE:_________________________

                                            DATE:______________________________

                                            FLEMING
                                            SIGNATURE:_________________________

                                            DATE:______________________________

NOTE:    These outline specifications are to be used only in the State of
         California.

                                    SPECIFICATIONS

Specifications and requirements for a building of approximately ____________
square feet measuring ___________ feet by ___________ feet, parking lot, curbs,
docks, driveways, and walks (collectively referred to herein as "building").

1.  GENERAL CONDITIONS:

    1.1  INTENT OF PLANS AND SPECIFICATIONS

         1.1.1   These outline lease specifications and construction layouts
contain the same minimum requirements of the Lessee and are for a complete
structure, including heating, ventilating and air conditioning, electrical
wiring, plumbing, fire protection work, hardwares, and interior finishes.

         1.1.2  The building is to be constructed in compliance with all local,
city, state or federal government building codes and Health Department
requirements.  In addition, all covenants, codes, and restrictions (CCR) must be
complied with relative to construction and building locations.  In all instances
where no apparent codes prevail, same shall be constructed in compliance with
Title 24, ACI, AICS, ASHRAE, ASTM, AWSC, BOCA, NEC, NFPA, UPC and OSHA.

         1.1.3   Dimensions and locations of property lines on any drawings
furnished by Lessee are approximate only, and it is the Lessor's responsibility
to ascertain the actual dimensions and locations.

         1.1.4   No substitutions, changes, or deviations from the
specifications or drawings shall be made without the written approval of the
Lessee.

         1.1.5   If there is any conflict or disagreement between the
specifications or drawings, the Lessee is to be consulted as to which will
prevail.  Should anything be mentioned in these specifications and not shown in
the drawings, or vice versa, the same shall be followed as if set forth in both,
as it is the intent of these specifications and accompanying drawings to
correspond and embody every item and part necessary for the completion of the
building, ready for a supermarket operation.

         1.1.6   Lessor shall deliver to Lessee "as-built" drawings showing all
addenda revisions, changes necessitated by field conditions and other
deviations.  "As-built" drawings shall be one set sepia reproducibles.

         1.1.7   Lessee reserves the right to review building plans and such
review must be secured before construction of the building is started.

    1.2  MATERIALS AND LABOR

         1.2.1   All materials shall be new and first-grade.  All labor in
connection with this work, including trucking, handling, installation, etc.
shall be done by skilled craftsmen normally employed in the various construction
trades.

         1.2.2   The building is to be substantially sound in all respects; all
facilities and utilities serving the building structure are to be suitable and
adequate for the purpose.

         1.2.3   All structural portions of the building, including footings,
foundations, walls, floor, ceiling, roof joists, roof decking, roof beams,
posts, supports, joints and connections shall follow AISC and ACI codes of
standard practices in determining size, strength, type, number, construction and
installation.

         1.2.4   Lessor and joint contractors shall guarantee equipment,
materials and workmanship for one (1) year unless stated otherwise, from
acceptance date of completed building.  Guarantees shall in turn bind each
subcontractor, supplier or vendor to make good deficiencies arising from
inferior materials or installations.

    1.3  CLEANUP

         1.3.1   The Lessor shall leave the premises, including the floors,
walls, windows, hardware, etc. clean of all marks, stains, and broken glass, and
ready for Lessee store operations.  All areas within metes and bounds shall be
free of all debris and excess construction materials, making site ready for
Lessee store operation.

    1.4  PERMITS AND APPROVALS

         1.4.1   Permits and licenses necessary for the prosecution of the work
shall be secured and paid for by the Lessor.  The Lessor shall give all notices
and comply with all laws, ordinances, rules and regulations bearing on the
conduct of the work.  The Lessor will coordinate location of all emergency exits
with Lessee.

         1.4.2   The Lessor will be responsible for obtaining a Certificate 
of Occupancy for the building premises from the appropriate controlling
jurisdiction, to include all local, county, state and federal agencies.

    1.5  CLAIMS FOR EXTRA WORK

         1.5.1   Claims for extra work shall be honored.  Such changes
requested by Lessee shall be in writing.  In such a case, both Lessee and Lessor
must agree to the scope of the work involved in the change and total cost before
any work is done, using a Fleming standard change order form.

    1.6  SUPERVISION

         1.6.1   The General Contractor shall employ a competent, full-time
superintendent and necessary assistants for this project during the entire
construction period.

    1.7  BUILDING SCHEDULE

         1.7.1   Prior to the start of construction, the Lessor shall prepare
and submit to the Lessee a construction progress schedule showing the time
required for each trade with the starting date and completion date for each
trade.  It is expressly understood that the Lessor shall be completely finished
with all his interior work at time of substantial completion before fixture
installation begins so that his men will not interfere with Lessee's workmen
assembling fixtures.

         1.7.2   Lessor shall notify Lessee in writing of changes in the
construction progress schedule.

1.8  AVAILABILITY OF UTILITIES

         1.8.1   Lessor shall provide adequate utility services, including gas,
electric power, water service, sanitary sewer, storm water drainage and
telephone service, to satisfy the needs of Lessee and Lessee's insurance
carrier.

         1.8.2   Utility meter billing changeover from the Lessor to the Lessee
(gas and/or electric) to occur when refrigeration display units are started up
if the building is substantially complete and secure with all mechanical,
electrical and HVAC work done.  If the building is not substantially complete,
the meter billing changeover will occur at the time of building completion.

    1.9  SOIL CONDITIONS

         1.9.1   Lessor shall include the cost of, and be responsible for,
certifications of sub soil conditions under footings, floors, paving, etc.

    1.10 DOCUMENTS

         1.10.1  Lessor shall furnish as his proposal to Lessee the following
drawings prepared by a licensed architect and related engineers, duly licensed
by the State in which the building will be constructed:

         1.   Site and parking lot plan
         2.   Structural drawings showing --
              (a)  Concrete footings and foundations
              (b)  Roof framing
              (c)  Front elevation

         3.   Site drawings showing --
              (a)  Utilities
              (b)  Storm drainage
              (c)  Location of building
              (d)  Parking lot lighting, including external building lighting.
         4.   Mechanical and electrical drawings
         5.   Special architectural details or any other drawings, details or
              specifications outlining an alternate method of construction.
         6.   Shopping center pylon sign drawing (if sign is required by
              lease).

         1.10.2  The following documents shall be furnished to the Lessor by
Lessee:

         1.   Store criteria or location drawings, including:
              (a)  Fixture layout
              (b)  Reflected ceiling layout
              (c)  Electrical layout
              (d)  Plumbing layout
              (e)  Underfloor trench and pit layout

         1.10.3  Lessor shall provide an allowance of $10,000 and shall
reimburse Lessee for criteria plans provided.  Payment to Lessee is to be made
upon completion of poured concrete floor.

2.  SITE WORK

    2.1  GENERAL INSTRUCTIONS

         2.1.1   The term "Site," as used in these specifications, shall mean
area within property lines shown on drawings.  Include curb and gutter where
such is to be relative to the building.

         2.1.2   Furnish the Lessee a copy of the proposed site, grade, storm
water drainage and paving plan for their review before starting work.  Water
retention areas (if required) must be shown on this plan.

         2.1.3   Special drives shall be provided to be used during building
construction stage for heavy equipment to get to and from location.  This will
eliminate any possible damage to permanent parking lot.

         2.1.4   Lessor shall furnish and install lighting equipment and
fixtures for the parking lot that will maintain a one and one-half (1 1/2) foot
candle lighting level at the surface or meet Title 24 requirements, whichever is
greater.

         2.1.5   Lessor, shall provide electrical provisions for pylon sign in
the parking lot.

         2.1.6   Lessor shall provide (lighted) "In" and "Out' signs for
customer ingress and egress.

         2.1.7   Parking lot to be striped with two (2) coats traffic yellow
paint, single 4" wide lines.  See typical striping layout (SHEET A).

         2.1.8   Lessor shall install a 10'W x 40'L x 6"D concrete slab,
adjacent to grocery receiving doors, as indicated on plan.

         2.1.9   Parking lot design shall be such that clogging of catch basins
will not result in flooding of store.

         2.1.10  Lessor shall install two (2) truck-height concrete loading
dock(s).  Elevation of dock shall be the same as floor elevation inside the
store.  Lessor shall furnish two (2) dock levelers, Blue Giant #A646M or
approved equal with two (2) #DB13 bumpers per leveler.  See typical details for
dock (SHEET B).  See typical detail for sump pumps, if required (SHEET C).

         2.1.11  Lessor shall provide all required trenches for refrigeration
lines, HVAC, duct(s), electrical and plumbing.  Trenches shall be backfilled
with sand.

    2.2  WALKS, DRIVES AND PAVING

         2.2.1   Concrete paving shall comply with applicable "Standard 
Specifications for Highway Construction." Provide expansion joints at 20'-O" 
o.c. intervals each way.  Provide rolled compacted earth sub-base, depending 
on soil base geological analysis, by the testing engineer.

         2.2.2   Unless shown otherwise, concrete walks shall be 4" thick with
6x6-10/10 mesh reinforcing; concrete paving shall be 6" thick with 6x6-6/6 mesh
reinforcing.

         2.2.3   Provide all asphalt paving shown on drawings meeting the
applicable "Standard Specifications for Construction of Highways." Provide
minimum of 2" hot asphalt paving over 6" of rolled, compacted crushed rock base
depending on geological soil base analysis.  All deleterious material shall be
removed from paved areas.  All driveways and thoroughfares used for delivery
trucks must have a minimum of 3" asphalt over minimum of 8" base.

         2.2.4   Lessor shall warrant paving against disintegration of
surfacing and forming of sink holes for a period of two (2) years after final
acceptance.  Any repairs required during warranty period shall be the
responsibility of the Lessor.

         2.2.5   Driveway and parking areas shall be graded to drain adequately
away from the building so that there will be no water standing in these areas at
any time.  Maximum grade for 200

feet in front of door shall be 2%.  Minimum, grade throughout Lessee parking
area shall be 1%.

         2.2.6   See typical details for ramping (SHEET D).

         2.2.7   Lessor shall provide Lessee with a copy of the landscaping
layout prior to submitting it to the City.

    2.3  SITE UTILITIES

         2.3.1   Sanitary system for entire shopping center shall provide for
unusual conditions caused by chemical detergents, grease etc.

         2.3.2   Storm drain system shall be designed for a minimum rainfall
concentration of 4" per hour.

3.  FOUNDATIONS

    3.1  The footings and foundations shall be of sufficient depth, height,
width and construction to structurally support walls as required following all
applicable structural codes.

    3.2  Unless otherwise required, all foundations, walls and footings shall
be poured reinforced concrete with concrete meeting 3000 psi test in 28 days.

4.  WALL CONSTRUCTION

    4.1  EXTERIOR WALLS

         4.1.1   Walls shall be of an approved structural design meeting all
code requirements and an approved height to thickness ratio.

         4.1.2   Control joints shall be spaced at critical points so as not to
impede structural building movement. See detail (SHEET E).

         4.1.3   Common walls adjacent to building with subsequent openings and
parapets shall be constructed following applicable fire code requirements.

         4.1.4   Where pilasters are used, they shall protrude on the exterior
and not on the interior.

         4.1.5   Glazing and corresponding supports shall be sized following
applicable safety and wind load requirements.

         4.1.6   The method of insulating the exterior walls must meet Title 24
requirements.

    4.2 ENTRANCE CANOPY

         4.2.1   A canopy, properly anchored to the building, shall be
constructed and located across the front and that portion of the entrance side
wall of the building as shown on the drawings and reviewed by Lessee.  The
canopy will be lighted to the sidewalk to a minimum of 60 foot candle at eye
level.  See detail (SHEET G).

         4.2.2   The structure of the canopy will provide for the attachment of
an illuminated sign.  Sign to be provided by Lessee shall conform to Fleming's
standard illuminated "Entrance" and "Exit" sign mounted perpendicular to front
doors, supplied and Installed by Lessee.

    4.3  INTERIOR PARTITIONS

         4.3.1   Interior partitions shall be as indicated on the plans, but
primarily shall be metal and/or wood studs with gypsum board wall covering.
Minimum construction shall be 2" x 4" or 2" x 6" blocking on 16" centers.  Wood
studs used in non-sprinklered areas (above finished ceiling) are not permissible
unless concealed area is sprinklered.

         4.3.3   All restrooms and employees' lounges are to be constructed
using concrete block or a hard surfaced material from floor to ceiling.  All
restrooms are to meet city and county codes.  Provide toilet partitions and
urinal screens in the dimension and arrangements shown on drawings.  Lessor to
furnish and install equipment and fixtures in restrooms, per plans.  See detail
(SHEET H).

         4.3.5   Install metal edges, tape and sand all gypsum board joints,
following manufacturer's recommendations.

         4.3.6   Return air duct in grocery storage area to be protected with
suitable framing and 1/2" plywood around all exposed ductwork from floor to a
height of 8'-0".  Provide access doors.

         4.3.7   The produce prep area walls are to receive glasbord or
Health Department-approved finish, from floor to a height of 8'-0" as indicated
on Lessee's plans.

S.   FLOOR CONSTRUCTION

    5.1  DESIGN

         5.1.1   The main and basement floors shall be 3000 pound poured
concrete, at least four inches (4") thick, and adequately reinforced with 6x6-
10/10 reinforcing mesh or approved equal.  All floor surfaces shall properly
align with no variation in height unless approved.  Concrete shall contain a
hydrocide waterproofing additive as a vapor barrier.

         5.1.2   Floor for walk-in frozen food and ice cream freezer(s) should
be insulated with curbs and poured as required.  See detail (SHEETS I and J)

         5.1.3   See (SHEETS K, L, L-1 AND M) for typical underfloor work.

         5.1.4   Lessor shall provide 6" x 8" concrete curbs at all
refrigerated walk-in box locations per plans supplied by Lessee.  See (SHEET I
AND J).

         5.1.5   See SHEET N for floor finish.

    5.2  MATERIALS

         5.2.1   The P.O.S. room, employee lounge and all offices as indicated
on the floor plan drawings shall be covered with 1/8" vinyl composition tile or
an approved equal, in a pattern and colors to be selected by Lessee.

         5.2.2   Meat preparation room and bakery preparation room as indicated
on the floor plan shall be covered with nonskid epoxy floor, manufactured by
Deco-Rez, #115, 1/4" thick, unsealed, installed by Terra-Nova, in a color to be
selected by Lessee.

         5.2.3   Toilet rooms shall be finished concrete.  See 5.2.4.

         5.2.4   Other floors not covered in paragraphs above shall be
concrete, smooth troweled, vacuumed, and seal-coated with two coats of 21-22%
methyl acrylate sealer called "Clear Crete," applied with a low pressure (40-60
lbs.) airless spray apparatus. "Clear Crete" is manufactured by AMREP.  The
first coats of "Clear Crete" will be applied the day after the concrete is
poured.  The second coat will be applied the following day.  NO traffic of any
kind should be allowed on the sealed surface for four hours after the second
coat has been applied.  Mopping or troweling is not acceptable for "Clear Crete"
application.

         5.2.5   It is the responsibility of the Lessor to deliver a concrete
floor in the sales area that is free of stains, spills, tire tracks and
other marks caused by construction.  THE CONCRETE FLOOR IS THE FINISHED FLOOR.

6.  CEILING CONSTRUCTION

    6.1  INTERIOR CEILINGS

         6.1.1   The bakery prep, deli prep, restrooms, lounge, P.O.S. room and
office(s) finished interior ceilings shall be 2' x 4' lay-in panels, supported
with galvanized wire ties to the structure above.  Panels shall have washable
factory-white face, along with factory-white T-bars.

         6.1.2   The distance between the finished floor and the finished
ceilings in these areas shall be as indicated on the Lessee's criteria drawings
and room finish schedule.  See (SHEET O).

7.  ROOF CONSTRUCTION

    7.1 DESIGN

         7.1.1   Roof shall be sloped in some manner to provide positive
drainage.  DEAD LEVEL roofs ARE NOT acceptable.  Roof slope shall be a minimum
of 1/10 inch per foot or as approved.

         7.1.2   Use only manufacturer's roofing and flashing materials.

         7.1.3   Roof drains or gutters and downspouts shall be as required.
Perform roofing and insulation work compatible with roof drain and gutter
installation.  Downspouts are not to terminate in truckwells, receiving areas,
customer ingress or egress, or other sensitive areas.

         7.1.4   Completed roof shall be left free of low spots that will
accumulate water.

         7.1.5   Any openings larger than 8" x 8" shall have security bars at
6" on center both ways.

         7.1.6   Roof design and installation should have a U.L. flame spread 
of 25 or less.  Roof should have a U.L. Class "A" roof covering.  Roof design 
and installation should meet a U.L. Class "90" for wind uplift.

         7.1.7   The underside of the roof structure shall be exposed or open.
All steel and bar joists should be ordered in a light gray or white shop grade
primer.  Any exposed insulation will be white or light gray in color.  Exposed
roof deck should also be light gray.

    7.2 MATERIALS

         7.2.1   Roofing Subcontractor shall install equivalent 20 year
bondable roof and be responsible for proper attachment of specified work to any
roofing metal, or related work that is embedded in or in contact with, and
becomes an integral part of, specified roofing or flashing system, even when
such roofing metal or related work is provided under other sections of
specifications.

         7.2.2   Lessor and Roofing Subcontractor shall jointly agree to
maintain built-up roofing system and related roof metal work in a weathertight
and watertight condition for a period of two (2) years starting from date of
Lessee's acceptance, damage caused by hail, lightning, hurricane or abuse
excepted.

         7.2.3   Insulation over metal deck shall have "R" factor of 19 or meet
Title 24 criteria, whichever is greater.

8.  DOORS, WINDOWS AND HARDWARE

    8.1  CUSTOMER DOORS

         8.1.1   Automatic entrance and exit doors shall be of the size and
type as shown on the Lessee's fixture layout and door schedules.  Specifications
for automatic doors and operators are to be approved by the Lessee prior to the
beginning of construction (SHEET P).

         8.1.2   Service doors are to be steel doors and jambs with burglar-
proof lock bars, equipped with Russell Irwin, Yale, Schlage or equal heavy-duty
beveled dead locks.  All openings shall be properly caulked and weatherstripped.
No handles locks or keyways to outside will be permitted for service doors.

         8.1.3   Install all glass with butyl or neoprene glazing material.

         8.1.4   All door jambs (interior building) to be metal-encased with
exception of restrooms and office.

         8.1.5   See door schedule (SHEET P).

    8.2 WINDOWS

         8.2.1   Windows shall be standard 1 3/4" x 4" aluminum tube store
front material or as approved.

    8.3 HARDWARE

         8.3.1   Emergency exit doors shall be installed, complete with
hardware and alarms to comply with local codes.

         8.3.2   Cylinder locks shall be changed and keys furnished just prior
to the time of building acceptance.

9.  INTERIOR AND EXTERIOR FINISHES (SEE ROOM FINISH SCHEDULE SHEET 0)

    9.1  PAINT - INTERIOR

         9.1.1   All wall surfaces requiring paint shall be primed one (1) coat
and painted two (2) coats of Latex flat-finish paint applied in accordance with
the manufacturer's specifications.

         9.1.2   In the sales area, the walls are to be finished down to a
minimum of three (3) inches below the top of Lessee's refrigerated cases at the
wall immediately behind that equipment.  Color for sales area walls will be
Pantone 109C Yellow.

         9.1.3   All metal or wood surfaces to be painted shall be properly
prepared, primed and finished with two (2) coats of enamel or acrylic paint in a
satin to semi-gloss finish.  The paint shall be applied in accordance with the
manufacturer's specifications and in the colors selected by the Lessee.

         9.1.4   The backroom storage and produce preparation area walls are to
receive one (1) coat of white paint, compatible with the surface to which it is
being applied.  Spray-painting is permissible, at the contractor's option.

    9.2  PAINT - EXTERIOR

         9.2.1   Same as in 9.1.1, except that the paint materials used shall
be specifically for exterior applications.

         9.2.2   All exposed concrete block surfaces shall receive a minimum of
one (1) coat of block filler and two (2) finish coats of masonry paint applied
in accordance with manufacturer's specifications.  Colors to be approved by
Lessee.

10.  EQUIPMENT

    10.1  Baler and/or Compactor(s) will be provided by Lessee.

         10.1.1  Lessor shall furnish electrical disconnect switches and final
hookup for the baler and trash compactor(s).

         10.1.2  Lessor shall provide all necessary curbing around compactors
as required by the Health Department to satisfy wash-down area.

         10.1.3  Lessor shall provide hot and cold water and adequate drain at
compactor(s) site as required by code.

         10.1.4  Compactor(s) opening to be furnished by Lessor and fitted with
lockable bottom hinge, metal door per plans. (Lessee will furnish and install
the door(s).)

         10.1.5  Natural gas emergency generator will be provided by Lessee.
Lessor shall furnish gas and electrical hookup and ventilation for generator.

11  AUTOMATIC SPRINKLER SYSTEM

    11.1  DESCRIPTION OF WORK

         11.1.1  The entire building, including all exterior canopies,
mezzanines, basements, corridors, storage areas, inside or outside refrigerated
coolers and freezers are to be fully sprinklered with a wet-type system
concealed above the ceiling in all finished areas.

    11.2  DESIGN CRITERIA

          11.2.1  The sprinkler contractor shall conform to the National Fire 
Protection Association's Fire Code #13, latest edition.  Special attention 
shall be given to Article 1-9, "Working Plans." It shall be the sprinkler 
company's responsibility to determine if any deficiency or deviations, such 
as inadequate water supply, area to be sprinklered considered other than a 
fire division, or any other item which would materially affect the 
acceptability of the system does exist.  It shall be his responsibility to 
coordinate the sprinkler system with other mechanical work.

          11.2.2  The sprinkler system shall be an independent system. All 
piping, valves, etc. for the Lessee's systems shall be located in the 
Lessee's premises.

          11.2.3  It is to be noted that the working plans shall be submitted 
for approval to the authority having jurisdiction; this authority shall 
include the Fire Insurance Rating Organization (Insurance Services 
Organization in all states except Texas; in Texas, use the State Board of 
Insurance).  Any recommendations made by this Organization will be forwarded 
to the Lessee, prior to acceptance.

          11.2.4  Final acceptance will be determined not only as outlined in 
Article 1-10 of NFPA #13, but also shall require the sprinkler contractor to 
forward a copy of recommendations made by this authority (and the Fire 
Insurance Rating Bureau) to the Lessee.

          11.2.5  All deficiencies shall be the responsibility of the 
sprinkler contractor and Lessor, and any deviations from the requirements in 
NFPA #13 and/or the approved plans shall require special permission from the 
Lessee.

    11.3  SPRINKLER HEADS

          11.3.1  All sprinkler heads shall be standard approved type.

          11.3.2  Ordinary rated heads shall be 135-170 degrees F.

          11.3.3  Sprinkler heads in finished ceilings shall be chromium 
pendant type with chromium escutscheon plates; other areas, including the 
open ceiling in the sales area may be bronze.  The sprinkler piping will not 
be painted.

          11.3.4  Maximum coverage for each sprinkler head shall not exceed 
120 feet except in corridors and storage area where sprinkler head coverage 
shall not exceed 100 feet.

          11.3.5  A uniform rectangular pattern of sprinkler heads shall be 
maintained in the sales area and shall be coordinated with the light fixtures 
so that the requirements of NFPA #13 will be met.

          11.3.6  Install a sprinkler alarm system if required by code.

12.  PLUMBING

    12.1  CODES

          12.1.1  All plumbing work shall be in compliance with state and local
plumbing codes.

          12.1.2  Lessor to furnish and install a complete plumbing and draining
system as specified by the Lessee criteria layout, the outline specifications
and good engineering practices.

          12.1.3  All plumbing plans shall be submitted to Health Department or
with regulating authority with proper jurisdiction prior to construction for
approval of hand sinks, grease trap locations, drain locations, clean-outs and
hot water locations for cleaning purposes.

    12.2  PIPE MATERIAL

          12.2.1  Hot and cold water pipe shall be copper tube with no soldered
joints under slab.  No pipe shall trap water which cannot be drained.  Tubing
above grade shall be type L and below grade type K.

          12.2.2  Soil and waste pipe above grade shall be cast iron soil pipe,
galvanized steel pipe with drainage type fittings or plastic pipe approved for
the service by the applicable codes.

          12.2.3  Soil and waste pipe below grade shall be cast iron soil pipe.
Schedule 40 PVC may be used if codes permit.

    12.3  CLEANOUTS

          12.3.1  Cleanouts shall be located as required by applicable codes. 
Each cleanout shall be readily accessible and shall be installed with 
adequate clearance for effective use, and will not be placed in high-traffic 
or work station areas.

          12.3.2  Lessor to provide grease trap(s) as required by code.  Traps 
must be installed below floor and the locations are to be approved by Lessee.

    12.4  PLUMBING FIXTURES

          12.4.1  Fixtures shall be provided as shown on plans.  Fixtures 
shall be American-Standard as listed or equivalent fixtures by Eljer, Kohler 
or Crane.

                  12.4.1.1  Flush valve toilets: American Standard 2221.018 
vitreous china, siphon jet, floor mounted.  Church 5334.056 solid plastic 
seat, open front with cover, white.

                  12.4.1.2  Urinal: "Allbrook" 6540.017 vitreous china, 
siphon jet, 1-1/4" top spud, Sloan Royal 180 FYV flush valve with vacuum 
breaker, Wade chair carrier.

                  12.4.1.3  Wall Hung Lavatory: "Lucerne" 0351.023 vitreous 
china, integral backsplash, 2121.267 4" centerset with pop-up drain.

                  12.4.1.4  Counter Top Lavatory: "Aqualyn" 0476.028 vitreous 
china, self-rimming, 2121.267 4" centerset with pop-up drain.

                  12.4.1.5  Janitor Sink: "Lakewell" 7692.031 acid resisting 
cast iron, 22" x 18", 3" trap standard, 8340.242 rough chrome plated mixing 
faucet with hose end spout and vacuum breaker.

                  12.4.1.6  Water Fountain: Wall mount -- electrically 
operated.

    12.5  STAINLESS STEEL SINKS (See Floor Plan)

          12.5.1  Lessee to furnish all stainless steel sinks (meat, produce,
and bakery), and Lessor to make final hookup.

          12.5.2  Lessee to furnish all stainless steel hand sinks, as 
required by code.  Lessor to advise Lessee of code requirements.  Lessor to 
make final hookup of hand sinks.

    12.6  HOT WATER HEATER

          12.6.1  Lessee to furnish heat reclaim water heater.  Lessor to 
furnish piping from reclaim heater to 12..6.2 auxiliary heater.

          12.6.2  Provide additional hot water heater for meat and bakery 
departments using Rudd GL-76-75 with glass-lined tank, magnesium anode, 
fiberglass insulation, steel jacket, thermostat, high-limit gas shut-off, 
temperature and pressure relief valve, AGA certified.  Provide type B gas 
vent through roof with vent cap and with flashing and counter-flashing at 
roof.  NSF seal of approval.

          12.6.3  Provide hot and cold water connection at water heaters for 
heat exchange unit.  Lessee to provide and install heat exchanger.

    12.7  DRAINAGE AND VENT PIPING

          12.7.1  Provide building sewer connected to public sewer, building 
drain, waste and vent piping connected to all fixtures and drains, vent pipes 
through roof and cleanouts.  If no public sewer is available, drainage plan 
shall be approved by Lessee.

          12.7.2  The Lessor shall furnish and install floor sinks, floor 
drains and trench drains as indicated on plans.

    12.8  LESSEE EQUIPMENT

          12.8.1  All plumbing, drains and connection stubs for Lessee's 
fixtures shall be located, installed and made as indicated on the Lessee's 
criteria drawing.  Trenches, pits and conduits shall be of size and material 
indicated and located as required by plan.

    12.9  HOSE BIBBS

          12.9.1  Install two (2) hose bibbs on the front exterior walls where 
indicated on the drawings.  Install one (1) hose bibb in rear of store for 
compactor washdown.  Hose bibbs shall be Woodford Mfg.  Co. Model 14 series, 
or equal, frost-proof, stainless steel seat, 3/4" hose thread, loose key 
handle.

          12.9.2  Lessor to provide hose bibbs at all multi-tub sinks. 
Additional bibbs to be located under sinks.

    12.10 DISPOSAL UNIT

          12.10.1 None required.

    12.11 GAS SERVICE

          12.11.1 Furnish and install gas service, including metering and 
piping, to all gas appliances, including unit heaters, gas burners, hot water 
heaters, emergency generator, and deli cooking equipment, bakery ranges, 
ovens and equipment as required to insure complete installation.

    12.12 PITS AND TRENCHES

          12.12.1 See details of pits, trenches and floor drains on SHEETS S 
and S-1.

13.  HEATING AND AIR CONDITIONING

     13.1 GENERAL

          13.1.1  Lessor, shall furnish and install a complete summer and 
winter air conditioning system for the entire building.  The system is to be 
designed for both heating and cooling from the same duct system, using a 
central system.  All equipment is to be supported from the roof structure in 
locations approved by Lessee.

System shall provide for reclaim of heat rejected by refrigeration 
compressors and for recovery of cold air from open display cases.  Minimum 
clearance from floor to bottom of lowest duct in sales area will be 15'-0".  
Allow a minimum of 3'-0" for duct work.

    13.2  DESIGN REQUIREMENTS

          13.2.1  System capacity shall be adequate to maintain design 
conditions when outdoor conditions are as listed in Chapter 33, Table 1 of 
the ASHRAE Handbook of Fundamentals, 1972 edition.  Winter design shall be 
for median of annual extremes and summer design shall be for 2 1/2% design 
dry bulb and wet bulb.  If store is not in a location listed in the above 
table, use nearest listed location or locations to determine design values. 
System shall maintain seventy-five (75) degrees F. and 50% or lower relative 
humidity for cooling and seventy (70) degrees F. for heating.  Indoor 
temperature shall have a tolerance of plus or minus two (2) degrees F. 
throughout the building at 42" above floor.  Cooling load shall be adjusted 
to allow for open refrigerated display cases.  Provide for one person for 
each 100 sq. ft. of sales area.

    13.3  PLAN APPROVAL

          13.3.1  Plans and specifications for the air conditioning system 
must be submitted to the Lessee for review before installation.

    13.4  AIR HANDLING UNIT

          13.4.1  Air handling unit shall be a central drawthrough unit with 
direct expansion cooling coil, outside air return air mixing damper, 
throwaway filters and belt-driven centrifugal fans with adjustable fan speed. 
 Unit shall be suspended from structure with vibration isolators in supports. 
 Unit shall include space for a heat reclaim coil which will be provided 
under refrigeration equipment contract.  See detail (SHEET U).

    13.5  CONDENSING UNIT

          13.5.1  Condensing units shall be suitably designed for roof 
mounting, vertical air discharge, copper condensing coils with aluminum fans 
for operation down to 35 degrees F. ambient.  Units with 10-ton or greater 
capacity shall have multiple compressors with independent circuits.

          13.5.2  No cooling towers or evaporative condensers will be accepted.

    13.6  DUCT FURNACE

          13.6.1 Duct furnace shall be Reznor Series X with AGA approval for 
installation downstream from cooling coils.  Unit shall include pressure 
regulator, automatic electric gas valve, limit control, control transformer, 
100% shut-off and manual main and pilot gas valves, stainless steel heat 
exchangers.

    13.7  UNIT HEATER

          13.7.1  Unit heaters shall be Reznor Series XA propeller type with 
automatic electric gas valve, fan control, limit control, safety pilot, gas 
pressure regulator, control transformer, 100% shut-off, and manual main and 
pilot gas valves, stainless steel heat exchanger.

          13.7.2  At Lessee's option, provide space heaters using heat 
rejected from refrigeration compressors.  Lessor to provide, hang, and wire 
space heater; Lessee to install hot discharge gas lines.

    13.8  FUEL

          13.8.1  System shall be designed for natural gas when available.

          13.8.2  If natural gas is not available, an economic analysis shall 
be made too determine fuel to be used.  Fuel selection must be submitted to 
Lessee for approval before system design.

    13.9  EXHAUST

          13.9.1  Lessor shall provide an exhaust fan in each toilet room to 
meet local codes and/or provide one (1) complete air change every 15 minutes. 
Wire fan to light switch.

    13.10 DUCT SYSTEM

          13.10.1 Duct system shall be designed in compliance with "Duct 
Manual and Sheet Metal Construction for Ventilating and Air Conditioning 
Systems - Low Velocity Systems" of the Sheet Metal and Air Conditioning 
Contractors National Association, Inc.

          13.10.2 Insulation shall not be less than 1" thick glass fiber with 
factory-applied vapor barrier jacket.  Duct lining may be used with duct size 
adjusted.

          13.10.3 Room air distribution shall be designed to avoid disturbing 
air in open refrigerated display cases.

          13.10.4 Return air ducts must be provided in the sales area with 
ducts to the air handling unit.  See detail (SHEET V).

          13.10.5 Overhead supply duct will not be painted.

    13.11 CONTROL - THERMOSTAT WIRING

          13.11.1 All low-voltage thermostat and control wiring to be 
furnished and installed by Lessor.

     13.12 GUARANTEE

           13.12.1   All air conditioning equipment is to be 
guaranteed for a period of one (1) year by the installing 
contractor.  Compressor section of the air conditioning equipment 
is to be guaranteed by factory for an additional four (4) years.

           13.12.2   Warranty certificates are to be furnished to 
Lessee when job is completed and before acceptance by Lessee.

           13.12.3   Upon completion of installation, mechanical 
contractor and manufacturer's district engineer will complete a 
thorough test procedure of equipment and certify that these tests 
are correct and that system is capable of performance specified.

     13.13 EQUIPMENT ROOM

           13.13.1   See typical equipment room layout (SHEET U).

           13.13.2   Lessor shall provide exhaust fans and air intake
louvers for equipment room as noted on plans.  See (SHEET U).

14. ELECTRICAL AND LIGHTING

     14.1 SERVICE

           14.1.1    Lessor shall provide electric service of 
adequate capacity to service. building with all electric loads 
furnished by Lessee as indicated on Lessee's floor plan.  Service 
shall provide 277 volt, 3-phase for lighting and 480 volt, 3-phase 
for power.  PROVIDE 25% EXTRA CAPACITY FOR FUTURE EXPANSION.

     14.2 CODE

           14.2.1    All work shall be in compliance with local, 
state and NFPA #70, National Electrical Code.

           14.2.2    All fixtures and devices shall bear the 
Underwriter's Label.

           14.2.3    An emergency generator is to be supplied by 
Lessee.  Lessor to install and connect emergency panel which will 
supply electric cash registers, processor(s) and minimum of thirty 
(30) fixtures to be wired directly to emergency panel.  Locations 
to be provided by Lessee.  Battery pack emergency lighting to be 
used in addition to the 30 fixtures if required by code.

     14.3 PANELS AND SWITCHES

           14.3.1    Main distribution panel shall be of the breaker 
type, General Electric Type CCB, Square D Type 1 Line, or equal. 
Bus structure shall accommodate bolted branch switches, and short 
circuit bracing shall be 50,000 amps RMS symmetrical.  Provide 
circuits for all connected loads plus a minimum of 20% spare 
circuits for future loads.

           14.3.2    Other power panels and lighting panels shall be 
circuit breaker-type, General Electric Type NLTZ, Square D Type 
NQO, or equal. Load center-type panels will not be accepted. 
Provide branch circuit breakers for all connected loads, plus a 
minimum of 30% spare for future loads. A clean power panel will 
be provided for front end computer operation as shown on plans.

           14.3.3    Safety switches shall be heavy-duty and the same
brand as that of the electrical panels. General-duty disconnect
switches will not be accepted.

           14.3.4    Fuse breaker for main service shall be High
Peak-type as manufactured by Bussman, or equal, with interruption 
capacity of 200,000 amperes RMS asymmetrical. Fuses for motor 
loads shall be dual-element type.

           14.3.5    Provide curb or steel poles for protection of
electrical panels.

           14.3.6    Electrical panels should be located on outside
walls where possible.

           14.3.7    Lighting switches and receptacles shall be 
specification grade.

           14.3.8    Dedicated circuit to be provided to emergency 
panel, in P.O.S. office, all upstairs offices, all checkstand 
locations, by grocery receiving door, and in meat department as 
located on plans.

     14.4 LIGHTING FIXTURES

           14.4.1    Lessor shall furnish and install complete 
lighting system, including fixtures, lamps and all required wiring 
and switches.  Fixtures shall be of the type indicated on drawing 
furnished by Lessee.  Lighting fixture installation shall be 
coordinated with sprinkler system to permit sprinkler system to be 
installed in compliance with NFPA #13.  Provide tube guards as 
required by Health Department.

           14.4.2    Fluorescent fixture ballasts shall be CBM
certified, ETL rated, Class P, high power factor.  Sound level 
shall be not greater than General Electric sound rating "A".

           14.4.3    The fluorescent fixtures in the general sales 
area shall be 2-tube 96" long on 8'-0" centers as noted on plans. 
Fixtures will be mounted 15'-0" A.F.F. Use Metalux SS 296, or 
equal, with F96Tl2/SP35/WM lamps.

           14.4.4    All fixtures' lenses shall be glass or acrylic.

     14.5 TELEPHONE

           14.5.1    Provide telephone outlets where indicated on 
Lessee's drawings. Wall telephone outlet shall be standard switch 
box with one-hole bushed plate, with conduit and pull wire to
ceiling.

     14.6 INSTALLATION

           14.6.1    All equipment shall be so installed as to 
provide proper clearance for service or removal of parts.  Panels, 
disconnect switches, starters, push-button stations and control 
devices shall be accessible for operation, adjustment or repair.

           14.6.2    Each panel shall have a circuit direction with 
typewritten identification of loads on each circuit.

     14.7 LESSEE EQUIPMENT

           14.7.1    Lessor shall provide circuits and final 
connections for all trade fixtures, equipment and motors to be 
furnished by Lessee as shown on floor plan.  Connections to 
equipment in meat preparation area and produce preparation area 
must be watertight.

     14.8 DUCT AND CONDUIT LAYOUT

           14.8.1    See details of ducts and conduits for front end 
scanning (SHEET K).

           14.8.2    All wire will be copper.

     14.9 EMERGENCY LIGHTING

          Provide emergency lighting to meet all applicable codes.

15.  LESSOR WORK TO LESSEE EQUIPMENT

     15.1 Lessor to make all final hookups (gas/electric) on 
emergency generator, oven and proofer as required.

     15.2 Lessor to furnish and install flashing around all walk-
in boxes and their surfaces which are adjacent to the main 
building.

     15.3 Lessor to make all final electrical hook-ups to 
refrigeration/HVAC equipment per plans supplied by Lessee's 
refrigeration and HVAC contractors.

[GRAPHIC]

37.   CAPTIONS . . . . . . . . . . . . . . . . . . . . 70

38.   ADVANCE POSSESSION FOR FIXTURE INSTALLATION      7O

39.   SUBORDINATION. . . . . . . . . . . . . . . . . . 71

40.   BINDING EFFECT . . . . . . . . . . . . . . . . . 72

41.   MERGER . . . . . . . . . . . . . . . . . . . . . 72

42.   TIME . . . . . . . . . . . . . . . . . . . . . . 72

43.   CHOICE OF LAWS . . . . . . . . . . . . . . . . . 72

44.   EXCLUSION FROM GROSS SALES . . . . . . . . . . . 73

45.   SUBDIVISION OF SHOPPING CENTER . . . . . . . . . 73

46.   RECIPROCAL EASEMENT AGREEMENT. . . . . . . . . . 74

47.   SALE OF PREMISES BY LESSOR . . . . . . . . . . . 75

      SIGNATURE PAGE . . . . . . . . . . . . . . . . . 75

                                     -iii-

MNMCI

                              BUILD AND LEASE AGREEMENT

                                       LESSOR

                                 DOUGLAS W. BRADFORD

                                       LESSEE

                                  NETCO FOODS, INC.
                              A California Corporation

                            20th Street & Whitman Avenue
                                  Chico, California

                                     INDEX

                                                         Page
                                                         ----
1.     OWNERSHIP . . . . . . . . . . . . . . . . . . . .  1
       IMPINGEMENT . . . . . . . . . . . . . . . . . . .  3

2.     COMMON AREAS. . . . . . . . . . . . . . . . . . .  4
       COMMON AREA MAINTENANCE
        REIMBURSEMENT. . . . . . . . . . . . . . . . . .  5
       EXTENDED HOUR LIGHTING. . . . . . . . . . . . . .  8

3.     CONSTRUCTION. . . . . . . . . . . . . . . . . . . 10

4.     TERM. . . . . . . . . . . . . . . . . . . . . . . 15

5.     OPTION. . . . . . . . . . . . . . . . . . . . . . 16

6.     RENT. . . . . . . . . . . . . . . . . . . . . . . 17
       LEASE YEAR DEFINED. . . . . . . . . . . . . . . . 24
       PERCENTAGE RENT TIME OF PAYMENT . . . . . . . . . 24

7.     MORTGAGES . . . . . . . . . . . . . . . . . . . . 24

8.     TAXES AND ASSESSMENTS . . . . . . . . . . . . . . 25
       ASSESSMENTS MADE DURING LEASE TERM. . . . . . . . 27

9.     LESSEE HOLD HARMLESS. . . . . . . . . . . . . . . 30
       PUBLIC LIABILITY INSURANCE
        OF PREMISES. . . . . . . . . . . . . . . . . . . 30
       PUBLIC LIABILITY INSURANCE
        OF COMMON AREA . . . . . . . . . . . . . . . . . 31
       REIMBURSEMENT FOR PUBLIC LIABILITY
        INSURANCE OF COMMON AREA . . . . . . . . . . . . 31
       LESSOR HOLD HARMLESS. . . . . . . . . . . . . . . 33
10.    WAIVER OF LIABILITY . . . . . . . . . . . . . . . 33

11.    REMOVAL . . . . . . . . . . . . . . . . . . . . . 35

12.    LESSOR ENTRY. . . . . . . . . . . . . . . . . . . 35

13.    MAINTENANCE AND REPAIR. . . . . . . . . . . . . . 35

14.    WASTE . . . . . . . . . . . . . . . . . . . . . . 37

15.    SIGNS . . . . . . . . . . . . . . . . . . . . . . 38

16.    FIRE AND EXTENDED COVERAGE INSURANCE. . . . . . . 39
       BLANKET INSURANCE . . . . . . . . . . . . . . . . 39
       REIMBURSEMENT OF PREMIUMS . . . . . . . . . . . . 39
       SUBSEQUENT CHANGE OF STANDARDS. . . . . . . . . . 41

                                     -i-

17.    DAMAGE AND DESTRUCTION (INSURED RISK) . . . . . . 42
       DAMAGE AND DESTRUCTION (UNINSURED RISK) . . . . . 43
       EXTENT OF LESSOR'S OBLIGATION TO RESTORE. . . . . 44
       ABATEMENT OF RENT . . . . . . . . . . . . . . . . 45
       DESTRUCTION DURING LAST PART OF TERM. . . . . . . 45
       WAIVER OF CIVIL CODE SECTIONS . . . . . . . . . . 45
       DAMAGE AND DESTRUCTION - OTHER BUILDINGS. . . . . 46
       RESTORATION . . . . . . . . . . . . . . . . . . . 46

17.1   CONDEMNATION FOR REPAIRS. . . . . . . . . . . . . 47

18.    CONDEMNATION. . . . . . . . . . . . . . . . . . . 48

19.    HOLDING OVER. . . . . . . . . . . . . . . . . . . 51

20.    SHOWING BY LESSOR . . . . . . . . . . . . . . . . 51

21.    RELATIONSHIP. . . . . . . . . . . . . . . . . . . 52

22.    PARKING AREA. . . . . . . . . . . . . . . . . . . 52

23.    UTILITIES . . . . . . . . . . . . . . . . . . . . 52

24.    LESSEE DEFAULT. . . . . . . . . . . . . . . . . . 53

25.    LESSOR DEFAULT. . . . . . . . . . . . . . . . . . 57

26.    LEASE APPLIES ONLY TO
        BUSINESS ON PREMISES . . . . . . . . . . . . . . 60

27.    INSURANCE MAY BE PROVIDED BY
        SUBLESSEE OR ASSIGNEE. . . . . . . . . . . . . . 60

28.    EXCLUSIVE . . . . . . . . . . . . . . . . . . . . 61

29.    ALTERATIONS OR ADDITIONS. . . . . . . . . . . . . 61

30.    THIS PARAGRAPH INTENTIONALLY DELETED. . . . . . . 62

31.    THIS PARAGRAPH INTENTIONALLY DELETED. . . . . . . 62

32.    RESTRICTIONS ON USE . . . . . . . . . . . . . . . 62

33.    INITIAL USE AND RIGHT TO CLOSE STORE. . . . . . . 64

34.    SUBLET OR ASSIGN. . . . . . . . . . . . . . . . . 67

35.    LESSOR'S WAIVER . . . . . . . . . . . . . . . . . 69

36.    NOTICES AND DELIVERY OF
        ITEMS SENT BY MAIL . . . . . . . . . . . . . . . 70

                                      -ii-

                            BUILD AND LEASE AGREEMENT

     This agreement is made and entered into this 25th day of May 1988, by 
and between DOUGLAS W. BRADFORD, hereinafter called the "LESSOR", and NETCO 
FOODS, INC., a California corporation, hereinafter called the "LESSEE".

     WITNESSETH:

     WHEREAS, the LESSOR desires to cause to be constructed a building 
(hereinafter called "the premises", containing approximately 54,239 square 
feet and constituting a part of the shopping center (hereinafter called the 
"Shopping Center") which Shopping Center is, or will be, located upon the 
real estate described on Exhibit "D", attached hereto and made a part hereof, 
and the LESSEE desires to lease the premises upon the terms and conditions 
hereinafter set forth.

     NOW, THEREFORE, in consideration of the rents to be paid and the mutual 
covenants to be performed, the parties hereto agree as follows:

     1.  OWNERSHIP.  LESSOR, pursuant to contract with the fee owners of the 
real property which will comprise the Shopping Center, has a contractual 
right to acquire title thereto and it is the expectation of LESSOR, subject 
to certain contingencies, that an assignee of LESSOR'S rights under this 
Lease will purchase and acquire title to such real estate on or before 15 
June 1988, which acquisition of title shall be a contingency to the

                                     -1-

continuation of this Lease, as more particularly hereinafter set forth.  If 
this Lease is not terminated pursuant to such contingency, then on or prior 
to the commencement of construction of the building which will comprise the 
premises, the then lessor under this Lease shall have acquired such fee title 
and assumed the obligations of LESSOR hereunder, and, by that act, shall be 
deemed to have made the covenants attributed to LESSOR hereunder. LESSOR 
covenants that LESSEE, upon paying the rentals herein reserved and observing, 
performing and keeping all and singular the covenants and agreements herein 
specified to be kept and performed by LESSEE, shall, and may lawfully, 
peacefully, and quietly have, hold, use, occupy, possess and enjoy the 
premises hereby leased for and during the term hereof, without any hindrance, 
eviction, molestation, or interruption of or by the LESSOR, or any person or 
persons claiming by or through LESSOR. LESSOR covenants that as of the date 
of execution of this Lease, no zoning or other ordinance, law, regulation, or 
restrictive covenants prevent use of the leased premises for the purpose of 
operation of a supermarket.

     It is a condition of this Lease that prior to 15 June 1988, LESSOR or an 
assignee of LESSOR'S interest, as successor lessor under this Lease, shall 
own the real estate described in Exhibit "D".  If this condition is not 
satisfied, then either LESSOR or LESSEE may elect to terminate this Lease 
upon ten (10) days notice to the other; PROVIDED that if, within such ten 
(10) day notice period, or prior to any notice being given by LESSOR to

                                     -2-

LESSEE or by LESSEE to LESSOR of election to terminate, LESSOR or the 
successor lessor so acquires such title, this condition shall be deemed 
satisfied and of no further force or effect.

     IMPINGEMENT.  Except as herein provided for, LESSOR warrants and 
guarantees that there are no prior documents of record, nor unrecorded 
documents within the knowledge of LESSOR, which will permit third parties to 
impinge upon the rights of LESSEE under this Lease by use or occupancy of 
adjacent property, or of the premises, the parking area, or the other common 
use areas as shown on the plot plan attached to and made a part of this 
Lease, as Exhibit "A".  LESSOR shall not make any deviations or variations in 
the construction or use of the plotted area from that shown on said plot plan 
without the prior written consent of LESSEE.

     LESSEE acknowledges that it understands that LESSOR is making the 
foregoing representation and warranties in reliance upon the title insurance 
it will obtain at the time it purchases the Shopping Center.

     LESSOR shall have furnished to LESSEE, prior to execution of this Lease, 
at LESSOR'S expense, a preliminary title report which contains a statement as 
to the exceptions to title affecting the real property of which the demised 
premises is a part.  LESSOR shall, at LESSOR'S expense, cause LESSEE to be 
named as the insured under a policy of title insurance which shall be issued 
to LESSEE, and shall be purchased by LESSOR in connection with LESSOR'S 
acquisition of title to the Shopping Center.  Such

                                     -3-

policy of title insurance shall insure LESSEE with respect to LESSEE'S 
leasehold interest hereunder, shall be in a liability amount of Two Million 
Dollars ($2,000,000.00) and shall insure LESSEE'S leasehold interest as being 
subject to no exceptions other than those reflected in the preliminary title 
report hereinabove referred to, the deed of trust securing LESSOR'S purchase 
money and/or construction financing, assessments or liens, if any, as 
referenced within paragraph 8, and such use restrictions and cross-easements 
as may be created either under a reciprocal easement agreement approved by 
LESSEE or result from the provisions of a lease between LESSOR and another 
tenant of the Shopping Center; provided, however, LESSOR warrants that any 
such use restriction and/or cross-easement shall be consistent with the rights
of LESSEE as provided for within this Lease.  LESSOR, at LESSOR'S expense, 
shall furnish LESSEE, on or before the date of commencement of construction 
of the Shopping Center with a copy of the survey of the Shopping Center which 
LESSOR shall cause to be prepared. 

2.    COMMON AREAS.  The premises are to be located as approved by the 
parties as shown on the plot plan marked Exhibit "A", attached hereto and 
incorporated herein.  LESSOR agrees that the use and occupancy by the LESSEE 
of the premises shall include the use, nonexclusive and in common with others 
entitled thereto in said Shopping Center including its customers, suppliers, 
visitors and invitees, of the common areas, employees' parking areas, service 
roads, loading facilities, (except truck loading

                                     -4-

and unloading areas which are for the exclusive use of the particular tenant 
for which they are provided), sidewalks, and customers' parking areas, all as 
shown on Exhibit "A", and all future facilities and common areas designed for 
common use, all of such areas and facilities being hereinafter collectively 
termed "common areas", subject, however, to the terms and conditions 
hereinafter set forth.  The LESSOR covenants and agrees that it shall 
maintain the common areas of the Shopping Center in good operating condition 
and repair (hereinafter called "common area maintenance"), adequately drained 
and reasonably free from rubbish and debris, any grass mowed, properly 
landscaped and the LESSOR shall promptly stockpile or remove all snow and ice 
from the sidewalks, parking and driveway areas and cause all remaining 
surface ice to be treated with sand, salt or similar abrasive. The LESSOR 
shall resurface the sidewalk, parking and driveway areas when the same shall 
be reasonably necessary together with the restriping of the parking areas.  
The LESSOR shall keep the common areas of the Shopping Center well lighted 
during such hours of darkness as LESSEE shall remain open for business and 
for a period of one (1) hour thereafter.

   COMMON AREA MAINTENANCE REIMBURSEMENT.  LESSEE agrees to pay as additional 
rent, pursuant to paragraph 6F hereof, Twenty-Four Thousand Dollars and No 
Cents ($24,000.00) as LESSEE'S estimated annual pro rata share (determined by 
the proportion which the number of square feet of floor space in the premises 
bears to the number of square feet of floor space in all buildings in the

                                      -5-

proposed Shopping Center as depicted on Exhibit "A" hereof; provided however, 
that until such time as buildings are erected on the pads designated as Shop 
A, Store F, Shop G, Pad 1, Pad 2, and Pad 4 on Exhibit "A" hereto 
["EXCLUSION PADS"], LESSEE'S pro rata share shall be determined by excluding 
from the "number of square feet of floor space in all buildings in the 
proposed Shopping Center as depicted on Exhibit "A" hereof" the number of 
square feet of floor space in the building area designated for such of the 
EXCLUSION PADS as have not been subjected to construction of buildings; 
PROVIDED, that any of the EXCLUSION PADS on which no construction of 
buildings has commenced shall be graded and maintained in a neat, clean, and 
orderly condition) of the expense of common area maintenance of the Shopping 
Center shown on Exhibit "A" attached, including, within the meaning of the 
phrase "expense of common area maintenance", costs of resurfacing, repainting 
and restriping, cleaning, sweeping, and other janitorial services, policing, 
planting and relandscaping, real property taxes and assessments levied and 
assessed against the common areas (as provided in paragraph 8 hereof), 
premiums on public liability and property damage insurance covering the 
common areas (as provided in paragraph 9 hereof), the cost of maintaining and 
operating the signs referred to in paragraph 3 hereof, and an administrative 
fee which shall not exceed five percent (5%) of the annual common area 
maintenance expense (exclusive of said administrative fee and exclusive of 
real property taxes and insurance premiums pertaining to the common

                                      -6-

area), for the first year of the lease term.  LESSEE'S pro rata share shall 
be payable monthly in the amount of Two Thousand and No/100 Dollars 
($2,000.00).

   On or about the conclusion of the first year of the Lease term, 
representatives of LESSOR and LESSEE shall meet and review the actual costs 
applicable to such first year of the Lease term.  If the actual costs exceed 
that paid by LESSEE, the difference shall be paid within thirty (30) days 
following the determination of such actual costs.  If such costs are less 
than such sum paid, LESSEE shall receive a credit against the next rent due 
pursuant to this Lease, for the difference.  For the remainder of the 
calendar year following the expiration of the first year of the Lease term, 
an amount shall be paid which is the estimated amount of maintenance charges 
determined as set forth in the following paragraph.

   During succeeding years of the lease term and renewal terms, the 
above-described additional rental shall be calculated as hereinafter set 
forth. Within thirty (30) days after the end of each calendar year, during 
the original term or any renewal term of this Lease, LESSOR agrees to furnish 
to LESSEE a statement itemized in reasonable detail, setting forth the total 
expenses for such common area maintenance charges for such calendar year.  
LESSOR and LESSEE shall meet and review said itemized statement; determine 
LESSEE'S pro rata share thereof (as hereinabove defined) and make 
adjustments for underpayment of LESSEE'S pro rata share which underpayment 
LESSEE shall pay with LESSEE'S

                                      -7-

next monthly payment of said expenses, and for overpayment of LESSEE'S pro 
rata share, which overpayment shall be credited against LESSEE'S next monthly 
payment of said expenses.  At such meeting LESSOR shall prepare and present 
an estimate of LESSEE'S pro rata share of the expenses of maintaining the 
common area maintenance for the succeeding calendar year, which estimate 
shall be subject to the approval of LESSEE.  Upon such approval (which shall 
not be unreasonably withheld) LESSEE'S monthly payment of said pro rata share 
shall be adjusted accordingly.

   EXTENDED HOUR LIGHTING.  In the event LESSEE in its sole discretion 
desires to remain open for business after 11:59 p.m., then as additional 
rental LESSEE agrees to pay an amount which is the sum computed by 
multiplying the number of hours (not exceeding eight [8] hours daily) LESSEE 
remains open after 11:59 p.m. times the wattage of common area parking lot 
lighting and sign identifying the Shopping Center times the actual utility 
rate applicable; provided, that should other tenants in the Shopping Center 
remain open after 11:59 p.m., then LESSEE shall pay only a pro rata amount 
arrived at by taking into consideration the number of hours such other 
tenant(s) remain open for business and the square footage of such other 
tenants' leased premises.  Such additional extended hour lighting charges 
shall be billed by the LESSOR to the LESSEE being properly documented 
together with a statement showing the LESSOR'S calculations of the amount due 
and payable and the LESSEE agrees to pay such extended hour charges on 
demand.  The LESSOR, at its own cost and expense, agrees to

                                      -8-

properly cause the installation of a separate meter for the purposes of 
ascertaining such additional extended hour lighting charges.

   Notwithstanding anything provided in this paragraph to the contrary, it is 
agreed and understood that the LESSEE'S pro rata share of the repair and 
maintenance costs attributable to common area maintenance of the Shopping 
Center shall not include any of the following:

   (a)   charges related to any item which was actually constructed but which
         was not included in the plans and specifications approved by LESSEE 
         pursuant to paragraph 3 hereof;

   (b)   charges related to any item which was included in the plans and
         specifications approved by LESSEE pursuant to paragraph 3 hereof, 
         which was not actually constructed;

   (c)   charges in excess of One Thousand Dollars ($1,000.00) per lease year
         for (i) equipment purchased by LESSOR for use in maintenance of the 
         common area of the Shopping Center (provided no charge shall be 
         made unless the purchase of such equipment is cost-justified by 
         resulting decreases in overall repair and maintenance costs) and/or 
         (ii) capital improvements which are for replacement of improvements 
         which were a part of the common areas in accordance with the 
         initial development of the Shopping Center, such replacements being 
         reasonably required to maintain the common areas of the Shopping

                                      -9-

         Center in a first-class condition and are improvements made five 
         (5) or more years after the commencement of the term of this Lease. 
         The term "capital improvements", as used herein, shall mean a 
         valuable addition made to the premises or common areas in excess of 
         ordinary repairs and maintenance that is properly chargeable to 
         capital expense or capital improvements under recognized and 
         accepted accounting principles and standards. PROVIDED, however, 
         that the replacement of paving in the parking area of the Shopping 
         Center shall be deemed to be repair and maintenance (rather than a 
         capital improvement) unless such replacement is required due to 
         LESSOR'S failure to maintain and repair such pavement, or unless 
         such replacement is required due to defective initial installation 
         of such pavement; or
         
   (d)   any charge for LESSOR'S overhead and profit, other than the five
         percent (5%) administrative fee referred to in this paragraph 2 
         under the heading "COMMON AREA MAINTENANCE REIMBURSEMENT".

   3.    CONSTRUCTION.  The LESSOR agrees to cause construction of the 
premises and other improvements in accordance with the plot plan, Exhibit "A" 
attached, and the specifications marked Exhibit "B", attached hereto and 
incorporated herein.  This Lease shall not be effective until such 
specifications, Exhibit "B", and the plot plan, Exhibit "A", have been so 
attached and have been initialed by both parties.  The LESSOR shall provide 
all

                                     -10-

facilities necessary to provide water, sewer, gas, electrical and other 
utilities to the premises. LESSEE shall have the right to review the final 
floor plan and elevation drawings.

     Should LESSEE require changes in plans after final approval in 
accordance with the specifications marked as Exhibit "B", any increased costs 
to implement changes required by LESSEE shall be paid to LESSOR as a 
condition to LESSOR'S obligation to permit the modification.

     Further, if the modification is of a nature which will cause an 
extension in the time period for construction, rental shall be commenced on 
the date when rental would have commenced had LESSEE not required a change in 
the plans adopted pursuant to Exhibit "B".

     The LESSOR agrees that, at the option of the LESSEE, this Lease shall 
become null and void if construction of the Shopping Center, including the 
premises, is not commenced on or before 1 August 1988 and completed and ready 
for occupancy on or before 1 May 1989, causes or conditions beyond the 
control of LESSOR only, excepted; provided, however, that if the premises are 
not ready for occupancy on or before 1 September 1989, irrespective of cause, 
and irrespective or whether such cause is beyond the control of LESSOR, 
LESSEE, in its sole discretion is hereby granted the option to cancel and 
terminate this Lease. Provided further that if LESSEE, by reason of the 
preceding sentence, had the option to cancel and terminate this Lease but has 
not exercised said option by 1 January 1990, then LESSOR is granted the

NETCO/052388                         -11-

option to cancel and terminate this Lease by giving written notice of such 
election to LESSEE, provided such notice is given prior to the commencement 
of the term of this Lease and, in any event, prior to 1 February 1990.

     Notwithstanding the foregoing, if construction has not commenced by
1 August 1988, and construction is about to commence after such date, LESSEE, 
within ten (10) days of written request from LESSOR shall either elect to 
terminate this Lease or waive the failure of LESSOR to have commenced by
1 August 1988 as a basis for later termination by LESSEE, it being 
specifically understood and agreed between LESSOR and LESSEE that LESSOR'S 
construction lender will desire assurance prior to permitting the 
commencement of construction of the building to comprise the premises that 
LESSEE is then committed to accepting the premises upon construction having 
been completed in accordance with the provisions of this Lease.

     Construction of the premises shall not be considered complete until it 
and the buildings and improvements which are within the cross-hatched area on 
Exhibit "A" hereto are substantially completed in every respect, and 
certified by the project architect (substantially completed in every respect 
shall mean complete except those items listed on LESSEE'S punch list, as 
hereinafter defined, which can be and will be corrected and completed within 
thirty [30] days by LESSOR in accordance with the specifications, Exhibit "B" 
hereof, none of which items would materially interfere with or impair the 
LESSEE'S use of the premises and to an

NETCO/052388                         -12-

extent permissible with respect to necessary work to be performed by LESSEE in 
installing its trade fixtures and equipment) including, but not limited to 
toilet facilities, office space, vinyl floor covering, automatic doors, light 
fixtures, including tubes and globes, heating, refrigerated air conditioning, 
enclosed machine rooms, curtain walls and partitions, and electrical and 
plumbing requirements complete to the point of connection of fixtures, 
equipment, checkstands and signs; interior and exterior decoration completed, 
parking areas completely surfaced, with adequate lighting and initial traffic 
control, service roads, sidewalks, loading facilities, all to be in 
accordance with specifications (Exhibit "B") which specifications are to be 
supplied by LESSEE. With respect to that part of the foregoing requirements 
for completion which pertain to buildings other than the leased premises, the 
parking areas, service roads, sidewalks, and loading facilities, such 
requirements shall be deemed satisfied if such requirement have been met with 
respect to that portion of said area which is cross-hatched on Exhibit "A" 
attached hereto and made a part hereof; PROVIDED, however, that in such event 
LESSOR shall not, in the he further construction of the Shopping Center, permit 
construction work, staging for construction work, or any other inhibition of 
free access to occur with respect to or within the cross-hatched area shown 
on said Exhibit "A". LESSOR shall also construct and maintain during the term 
of this Lease a sign, to be approved by the LESSEE,  identifying the Shopping 
Center, as well as a sign, to be 

NETCO/052388                         -13-

approved by LESSEE, and subject to local governmental approval, identifying 
some or all of the tenants of the Shopping Center. LESSEE shall have the 
right, at LESSEE'S cost, to place on such latter sign its sign, which shall 
be of at least the same size and advertising effect as any sign placed on 
such sign by any other tenant in the Shopping Center, with the possible 
exception of Homeclub, Inc. Pursuant to lease entered into with Homeclub, 
Inc., the tenant under this Lease is entitled to space upon the pylon sign 
together with one (1) other tenant in addition to Homeclub, Inc. Homeclub, 
Inc. is entitled to locate its panel in the top position. LESSOR will 
exercise its best efforts to obtain consent from Homeclub, Inc. to permit the 
identification size of LESSEE'S sign to be equal in size to that of Homeclub, 
Inc. If LESSOR permits any other tenant to place its sign on the sign 
identifying the Shopping Center, LESSEE shall be permitted to do so also, 
with a sign which is at least as large as the largest sign permitted to any 
other tenant, with the exception of Homeclub, Inc. LESSOR covenants and 
agrees that neither it nor any other tenant in the Shopping Center shall 
construct a sign so as to impair the visibility of or access to the premises.

     LESSEE agrees to accept the premises in the condition existing on the 
date of the commencement of the term, subject to LESSEE'S list of defective 
items (hereinafter called "punch list") being completed. In the event of 
LESSOR'S failure to complete said punch list items within thirty (30) days 
after receipt of LESSEE'S notification to LESSOR, then at LESSEE'S sole

NETCO/052388                        -14-

option, LESSEE may either complete such punch list items and deduct the cost 
thereof from rent, the costs of which are hereby agreed in advance by the 
parties hereto to be reasonable and proper deductions, or require LESSOR'S 
specific performance of the same, or seek any other legal remedies available 
to LESSEE. LESSOR covenants that the premises to be constructed shall, at the 
commencement of the term hereof and subject to LESSEE'S punch list being 
completed, be structurally sound and in good tenantable condition and that 
there shall be no latent  defects therein. Latent defects as used herein is a 
defect which is a departure from plans and specifications not apparent upon 
an ordinary and reasonable inspection by a professional engineer qualified to 
make such inspection, normal wear and tear excepted. LESSOR further covenants 
that if any latent defects in the premises become apparent at any time during 
this Lease, and it shall appear that such latent defects existed at the 
beginning of the term hereof, or resulted from faulty design, workmanship or 
materials (the proof of which facts shall be the burden of LESSEE), then 
LESSOR shall cause the same after receiving written notice from LESSEE, to be 
repaired and corrected with all reasonable speed. LESSEE shall 
have the benefit of all warranties accruing to the LESSOR by reason of 
construction of the premises and any installation of equipment thereon.

     4.  TERM.  The LESSOR agrees to, and does hereby, lease the premises to 
the LESSEE for an original term of twenty (20) years, commencing on the 
earlier of the first day the premises are

NETCO/052388                          -15-

opened for business or forty-five (45) days following the earlier of LESSOR'S 
notification to LESSEE or LESSEE'S  notification to LESSOR that the 
construction of the premises is completed in accordance with the terms of 
this Lease and the premises are ready for occupancy by LESSEE, except for 
punch list items which can and will be completed with thirty (30) days, as 
aforesaid, and LESSOR  notifies LESSEE of the foregoing, whichever is 
earlier. The commencement date of the term shall be endorsed at the end 
hereof, and the lease term shall terminate at 11:59 p.m. on the last day of 
the twenty (20) year term thereafter.

     It is agreed that if at the end of the original term of this Lease, or 
any option period hereof, LESSEE, in its sole discretion, shall deem it 
necessary to remain in occupancy of said premises beyond the termination date 
of the Lease, LESSEE may do so for a period of time up to one hundred twenty 
(120) days. For any such extension period, the rent will be one and one-half 
(1.5) times the then current minimum monthly rent. LESSEE shall give LESSOR 
one hundred twenty (120) days' notice should such extension be necessary. It 
is agreed that the LESSEE shall not be obligated to open the premises for 
business nor shall the rent for the premises commence, [subject to the 
provisions of paragraph 6.A(1) hereof] until all streets, highways and 
parking areas, shown as cross-hatched on Exhibit "A" attached hereto, have 
been fully paved and are open for use.

     5.  OPTION.  It is further agreed that, at the expiration of the 
original term, the LESSEE shall have the right, exercisable

NETCO/052388                       -16-

at its sole option, to extend this Lease for three (3) additional, 
consecutive terms of five (5) years each, upon the same terms and conditions. 
The LESSOR shall be notified of the LESSEE'S intent to exercise such option 
at least six (6) months prior to the end of the then current term. It is 
further agreed that LESSEE shall have the right, at its sole option, to 
extend this Lease for an additional term not to exceed seven (7) years if 
necessary, to permit reconstruction and repair of the premises after its 
damage or destruction, in accordance with the provisions of paragraph 17 
hereof. PROVIDED, however, that if, on  the date of commencement of any of 
the extended terms, LESSEE is in default (as that term is used in paragraph 
24.A. hereof) then the extended term shall not commence, and this Lease shall 
expire at the end of the initial term of the then expiring extended term.

     6. RENT. As rent for the premises, LESSEE shall pay to LESSOR in lawful 
money of the United States, at the address to which notices to LESSOR are to 
be given hereunder:

     A. MINIMUM ANNUAL RENT, payable in equal monthly installments, in 
        advance, on the first day of each month:

        (1) in the annual sum of Three Hundred Seventy-Nine Thousand Six 
            Hundred Seventy-Three Dollars ($379,673.00), for the period 
            commencing on the first (1st) day of the calendar month following 
            the expiration of one hundred twenty (120) days from the 
            commencement of the term of this Lease (determined under 
            paragraph 4 hereof), which date is

                                     -17-

            sometimes referred to herein as the "Rent Commencement Date", and 
            terminating on the expiration of original twenty (20) year term 
            of this Lease; PROVIDED, however, that on the Rent Commencement 
            Date LESSEE shall also pay an amount equal to 1/365 of said 
            minimum annual rent as and for each day elapsing after the 
            expiration of said one hundred twenty (120) day period and prior 
            to the Rent Commencement Date;

        (2) in an annual sum, during the five (5) year option periods 
            described in paragraph 5 hereof, and, unless subparagraph (3) 
            below is, by its terms, applicable, during the seven (7) year 
            option period described in paragraph 5 hereof, equal to ninety 
            percent (90%) of the average percentage rent (calculated without 
            reduction for minimum rent paid) payable by LESSEE pursuant to 
            paragraph 6.B. hereof, for the three (3) lease years next 
            preceding the commencement of the option period in question; 
            PROVIDED, however, that such minimum annual rental, as so 
            determined, shall not be less than the greatest amount of minimum 
            annual rent which was in effect during the original twenty (20) 
            year term of this Lease or during any previous five (5) year 
            option period;

                                     -18-

        (3) [if this subparagraph (3) is, by its terms, applicable] in an 
            annual sum, during the seven (7) year option period described in 
            paragraph 5 hereof, which shall be determined in the following 
            manner:

            During the period commencing on the date LESSEE exercises its 
        option to extend the term of this Lease for said seven (7) year 
        period and continuing until one (1) month prior to the expiration of 
        the then current term of this Lease, LESSOR and LESSEE shall attempt 
        to agree upon the basic rental, rental escalations, rental terms and 
        concessions and other economic factors relevant to establishing the 
        fair market rental value for the extended term. If the parties are 
        unable to agree upon the fair market rental value, such rental value 
        shall be established by local appraiser(s) (whose qualifications 
        shall include membership in the American Institute of Real Estate 
        Appraisers, and/or the Society of the Real Estate Appraisers, and 
        active practice of the profession of real estate appraisal for not 
        less then ten [10] years). LESSOR and LESSEE shall have ten (10) days 
        to appoint a mutually acceptable appraiser. If they are unable to 
        agree upon a single individual, within the next ten (10) days, LESSOR 
        shall appoint one (1) appraiser and LESSEE shall appoint one (1) 
        appraiser. Failure by LESSOR or LESSEE to appoint an appraiser within 
        the ten (10) day period shall consti-

                                     -19-

        tute a waiver of the right to appoint such an appraiser and an 
        agreement to be bound by the appraisal performed by the other appraiser.
        Within the next fifteen (15) day period the two (2) appraisers shall 
        agree upon and appoint a third (3rd) appraiser. When all three (3) 
        appraisers have been appointed, they shall appraise the premises and 
        determine the minimum rental, percentage rental, rental terms and 
        concessions and other economic factors relevant to establishing the fair
        market rental value of the premises during the extended term. The 
        appraisal(s) shall be completed no later than thirty (30) days following
        the commencement of the extension term, with each appraiser preparing an
        indpendent written report setting forth his appraisal. The appraisers 
        shall thereafter review each of the separate reports and shall meet 
        to discuss and resolve any differences. A decision by two (2) of the 
        three (3) appraisers shall be binding upon LESSOR and LESSEE. If no 
        two (2) appraisers can agree upon the fair market rental value within 
        thirty (30) days following the commencement of the extension term, 
        the fair market rental value shall be determined by averaging the 
        three (3) appraisals. Each party shall pay the costs and expenses of 
        the appraiser appointed by it as well as one-half (1/2) of the costs 
        and expenses of the third appraiser, or the sole appraiser as the 
        case may be. The parties

                                     -20-

        shall execute a written addendum to this Lease setting forth the 
        rental provisions for the seven (7) year option period as soon as 
        such rental has been determined; such rental shall establish both the 
        minimum annual rental and the percentage rental, if any, to be paid 
        during said seven (7) year option period if this subparagraph (3) is, 
        by its terms, applicable.

             This subparagraph (3) shall be applicable only if, pursuant to 
        the provisions of paragraphs 5 and 16 hereof, the damage or 
        destruction which enabled LESSEE to extend the term of this Lease for 
        such seven (7) year period, was caused by a risk not covered by the 
        insurance required to be kept in effect by LESSOR pursuant to 
        paragraph 16 hereof.

     B. As additional rent, percentage rent in an amount equal to the 
        percentage specified below, of LESSEE'S annual "gross sales", as 
        hereinafter defined, made during each lease year during the original 
        twenty (20) year term and during each of the five (5) year option 
        periods and during the seven (7) year option period referred to in 
        paragraph 5 hereof. Notwithstanding the foregoing, no percentage rent 
        shall be payable with respect to any sales made prior to the Rent 
        Commencement Date, nor shall this subparagraph apply during the seven 
        (7) year option period if subparagraph 6.A.(3) is, by its terms, 
        applicable.

                                     -21-

             The percentage referred to above shall be: 
        1.25% with respect to that portion of LESSEE'S annual gross sales which
        do not exceed $33,748,711.00 for the lease year in question; 1.125% 
        with respect to that portion of LESSEE'S annual gross sales which exceed
        $33,748,711.00 but do not exceed $37,967,300.00 for the lease year in 
        question; 1.0% with respect to that portion of LESSEE'S annual gross 
        sales which exceed $37,967,300.00 for the lease year in question.

             LESSEE shall be entitled to a credit, against such percentage 
        rent, for the amount of minimum rent paid by LESSEE with respect to 
        the lease year in question.

     C. As additional rent, public liability and property damage insurance 
        annual premiums insuring the common areas as set forth in paragraph 9 
        hereof.

     D. As additional rent, fire and extended coverage insurance annual 
        premiums as set forth in paragraph 16 hereof.

     E. As additional rent, repairs and maintenance of the premises as set 
        forth in paragraph 13 hereof.

     F. As additional rent, LESSEE'S proportionate share of common area 
        maintenance cost, including administrative fee, as defined and payable 
        as set forth in paragraph 2 hereof.

     G. As additional rent, taxes and assessments levied and assessed against 
        the premises and LESSEE'S proportionate share of taxes and 
        assessments levied and assessed

                                     -22-

          against the parking and common areas of the Shopping
          Center, as set forth in paragraph 8 hereof.

     The term "gross sales", as used herein, shall include all sales of 
merchandise from, through, or off the premises, including the performance of 
any service for any customer or patron for compensation by the LESSEE or 
employee, and shall include all sales by every department thereof, for cash 
or on a charge basis, and including all business in which orders come by 
mail, telephone, or telegraph, less credit for returned merchandise, 
merchandise trade-ins, and credits of a similar nature. "Gross sales" shall 
not include sales, luxury, excise or other taxes collected by LESSEE from 
customers and charged separately, merchandise transferred from one of the 
LESSEE'S or SUBLESSEE'S  stores to another, return of merchandise to a 
supplier, wholesale bakery or wholesale delicatessen sales, or sales of money 
orders or vending machine receipts except to the extent to royalties actually 
received by LESSEE. As used in this paragraph, the terms "wholesale bakery 
sales" and "wholesale delicatessen sales" shall refer to sales made in the 
bakery or delicatessen departments of the premises, which sales are for the 
purpose of resale.

     LESSOR shall have the right, at any time, but no more than once per 
year, and from time to time, at LESSOR'S expense, to have audits made of the 
records of sales which occur on the premises. LESSOR'S  right to examine the 
books and records pertaining to the operation of a business on the premises, 
or to make an audit thereof in respect to any lease year, shall be limited to

                                   -23-

the then current lease year, plus the year immediately preceding. LESSEE"S 
statements for other prior lease periods shall be deemed to have been 
accepted by LESSOR and be incontestible.

     LEASE YEAR DEFINED.  The term "lease year", as used in this Lease, means 
the following:

     1.  With reference to the first lease year, the period from the 
         commencement date of the term of this Lease through the last
         day of the twelfth (12th) full calendar month thereafter.

     2.  With reference to any succeeding lease year (with the exception
         of the last lease year), twelve (12) full consecutive calendar
         months commencing on the first day of the calendar month next
         succeeding the last day of the preceding lease year.

     3.  With reference to the last lease year, the period commencing
         on the first day of the calendar month next succeeding the last
         day of the preceding lease years and terminating on the last
         day of the lease term.

     PERCENTAGE RENT TIME OF PAYMENT.  Payment of any additional rental, as 
outlined in paragraph 6B herein, shall be paid on or before the twentieth 
(20th) day of the month following the ending of each annual period.

     7.  MORTGAGES.  All mortgage payments or other charges required to 
discharge any lien or encumbrance that may affect the premises, and for which 
the LESSOR is solely responsible, and which is superior and prior to the 
terms of this Lease and the

                                        -24-

rights of LESSEE hereunder, shall be paid by the LESSOR as the same shall 
become due.

     Notwithstanding any provision in this Lease to the contrary, LESSEE 
agrees that with regard to any such mortgage or encumbrance which is superior 
or prior to the terms of this Lease and the rights of LESSEE hereunder, 
LESSEE shall not declare a default under this Lease in the event of any 
default of a payment under such mortgage or other encumbrance, provided that 
the holder of such encumbrance has agreed, in the event of a default 
thereunder, and provided LESSEE  is not in default under the terms of this 
Lease, that no foreclosure of, deed given in lieu of foreclosure of, or sale 
under the encumbrance, and no stops or procedures taken under the encumbrance 
shall affect LESSEE'S rights under this Lease. In such event LESSEE shall 
attorn to any purchaser at any foreclosure sale, or to any grantee or 
transferee designated in any deed given in lieu of foreclosure, and this 
Lease shall continue in full force and effect.

     8.  TAXES AND ASSESSMENTS.  As additional rental, the LESSEE agrees to 
pay the amount of all taxes and assessments levied and assessed against the 
premises and LESSEE'S proportionate share (as hereinafter set forth) of all 
taxes and assessments levied and assessed against the parking and common 
areas of the Shopping Center which shall become due and payable during the 
original or any exercised renewed term hereof. LESSEE shall have the right to 
pay such items directly to the taxing authority prior to delinquency or to 
pay the same directly to LESSOR, not later than

                                -25-

fifteen (15) days prior to the delinquency date. In the latter event, LESSOR 
shall, as soon as practicable after LESSOR'S payment of said items, provide 
LESSEE with evidence of such payment. If the Shopping Center is taxed as a 
unit, the LESSEE shall be liable for only such proportion of such taxes and 
assessments as the number of square feet of floor space in the premises bears 
to the proposed total number of square feet of floor space in the Shopping 
Center as depicted on Exhibit "A".

     Notwithstanding the foregoing, either LESSOR or LESSEE, by notice to the 
other, may request, in lieu of an apportionment of real estate taxes based 
upon floor space, that real estate taxes are allocated in an alternative 
manner to the various components of the Shopping Center in a manner which is 
fair and reasonable and is based upon information as used by the tax assessor 
(including assessor's worksheets or such other information as may reasonably 
be available to LESSOR establishing the amount of such real estate taxes). If 
this alternative calculation is used, LESSEE shall pay one hundred percent 
(100%) of all real estate taxes fairly allocable to the land immediately 
beneath the building and all areas LESSEE has the exclusive right to use, 
and LESSEE'S proportionate share of real estate taxes fairly allocable to 
land and improvements that are within the common area, that are not devoted 
to the exclusive use of any other tenant of the Shopping Center. In the event 
that LESSOR and LESSEE are unable to agree as to the appropriate allocation, 
either party may request that such be submitted to arbitration to be conducted

                                     -26-

in like manner as arbitration is provided for within paragraph 18.

     Such taxes and assessments must be billed by LESSOR and LESSEE no later 
than ninety (90) days after receipt of the final tax billing from the local 
taxing authority to LESSOR. If such notice is not received by LESSEE within 
ninety (90) days, LESSEE'S obligation to pay such taxes and assessments shall 
be unaffected, unless LESSEE has, after the expiration of such ninety (90) 
day period, assigned this lease or sublet the premises and is no longer in 
possession of the premises except through an assignee or sublessee. In that 
event, NETCO FOODS, INC. shall have no liability with respect to the payment 
of such taxes and assessments, but the payment thereof shall be enforceable 
against such assignee or sublessee only. In such event, and for such purpose, 
LESSEE hereby assigns to LESSOR, the right of LESSEE (as SUBLESSOR) to 
demand, receiver, and collect from any sublessee of LESSEE, such taxes and 
assessments to the extent provided for in any sublease of the premises 
entered into by LESSEE (as SUBLESSOR). Provided, however, that for any 
partial tax year occurring during the original or any renewed term hereof, the 
LESSEE shall be liable for only that portion of such taxes and assessments as 
the number of days in such partial tax year bears to three hundred sixty-five 
(365).

     ASSESSMENTS MADE DURING LEASE TERM.  In the event during the term of 
this Lease or any extension thereof, an assessment is placed upon the 
premises or the Shopping Center by any taxing

                                     -27-

authority of competent jurisdiction, and if such assessment is payable or may 
be paid in installments, then and in that event such assessment shall be paid 
by installments and LESSEE shall be liable to pay said assessment only to the 
extent of making timely payment of those installments falling due during the 
term of this Lease or any extension thereof. Further, if any assessment be 
proposed by any competent taxing authority during the term of this Lease or 
any extension thereof, then upon the request of LESSEE, LESSOR shall use its 
best efforts to obtain an assessment which is payable or may be paid in 
installments.

     In the event during the term of this Lease or any extension thereof, an 
assessment is placed upon the premises or the Shopping Center by any taxing 
authority of component jurisdiction and such assessment be payable only in 
lump sum, then and in that event, LESSEE shall be liable only for payment of 
a proportionate share of such assessment in the proportion that the number of 
years remaining in the original term and/or any renewal options then 
remaining available to LESSEE hereunder bears to the useful life of the 
improvements against which the assessment is made; said useful life being 
determined by agreement of the parties or in absence of agreement, by 
arbitration under the procedures set forth in paragraph 18 hereof.

     The Shopping Center real property including the premises is, at the time 
of entry into this Lease, subject to assessment titles "Village Park 
Refunding Assessment", and a further assessment is in the process of being 
created which may not appear of

                                   -28-

record as of the time of execution of this Lease, which relates to the 
construction of Whitman Avenue infrastructure thereunder.  Each such 
assessment shall be deemed an assessment made during the Lease term, the 
installments of which are subject to apportionment between tenants of the 
Shopping Center, as previously set forth herein.

     Any taxes and assessments levied and assessed against the premises that 
shall become due and payable during the term hereof and which LESSEE has 
paid, may be contested by LESSEE by appropriate proceedings.  LESSOR shall 
not be required to join in any such proceeding or contest brought by LESSEE 
unless the provisions of any law require that the proceeding or contest be 
brought by or in the name of LESSOR or any owner of the premises.  In that 
case LESSOR shall join in the proceeding or contest or permit it to be 
brought in LESSOR'S name as long as LESSOR is not required to bear any cost.  
Whether or not LESSOR is required to join in such proceeding, LESSOR shall 
cooperate with LESSEE, will provide any information requested by LESSEE, and 
will execute any document which may be necessary and proper for such 
proceedings.  Any refund shall be the property of LESSEE to the extent it is 
based upon the payment of any assessments made by LESSEE.

     If the leased premises are part of a shopping center or constitute part 
of a tract which is assessed as a whole, then LESSEE may at its option 
contest any such tax assessment, and any refunds shall be the property of 
LESSEE to the extent it is based

                                      -29-

upon the payment of a prorata share of an assessments paid by LESSEE.

    The LESSEE shall also pay all taxes levied and assessed upon personal 
property located upon the premises which is not owned by LESSOR.

     9.  LESSEE HOLD HARMLESS.  Except as provided in paragraph 10 hereof, 
LESSEE agrees to protect and save the LESSOR harmless from any and all claims 
of others for injuries to persons or property occurring in or upon the 
premises as defined on page one (1) hereof except such claim for injuries 
which are caused in any proportion by the negligent, intentional or willful 
acts of the LESSOR.

     PUBLIC LIABILITY INSURANCE OF PREMISES.  LESSEE agrees to maintain, at 
its own expense, during the full term of this Lease, a policy of public 
liability and property damage insurance in a reputable company authorized to 
do business in the State of California in which policy LESSOR, LESSEE and 
any mortgagee shall be named as additional insureds, and to furnish current 
certificates evidencing the existence of such insurance providing that such 
insurance shall not be canceled except after thirty (30) days' written notice 
to LESSOR.  Such policy shall provide primary coverage for the benefit of 
LESSOR and LESSEE in an amount not less than $2,000,000.00 single limit 
combined bodily injury and property damage each occurrence, to cover all 
situations where any other person or persons claim bodily injury, death, or 
property damage in or upon the premises.

                                      -30-

     PUBLIC LIABILITY INSURANCE OF COMMON AREA.  LESSOR covenants and agrees 
to maintain, at its own expense, during the full term of this Lease, a policy 
of public liability and property damage insurance in a reputable company 
authorized to do business in the State of California, in which policy LESSOR, 
LESSEE and any mortgagee shall be named as additional insureds insuring 
against any liability (including all situations where any other person or 
persons claim bodily injury or property damage) arising on or about the 
common areas of said Shopping Center as defined in paragraph two (2) hereof, 
including, but not limited to all common use and parking areas of said 
Shopping Center and to furnish current certificates evidencing the existence 
of such insurance providing that such insurance shall not be canceled except 
after thirty (30) days' written notice to LESSEE.  Such policy shall provide 
primary coverage for the benefit of LESSEE and LESSOR in an amount not less 
than $2,000,000.00 single limit combined bodily injury and property damage 
each occurrence to cover all situations where any person or persons claim 
personal injury, death, or property damage on or about said common areas.

     LESSOR and LESSEE agree to periodically review and, if necessary, 
increase the liability limits of such insurance in order that the mutual 
interests of LESSOR and LESSEE will be adequately protected by such insurance.

     REIMBURSEMENT FOR PUBLIC LIABILITY INSURANCE OF COMMON AREA.  LESSEE 
agrees to remit to LESSOR, on an annual basis within thirty (30) days after 
being billed therefor, the pro rata

                                     -31-

share of the annual premium for insurance covering the common areas of the 
Shopping Center for said policy(s) as hereinabove provided, subject to 
LESSEE'S right to obtain similar insurance coverage policy(s) from insurance 
carriers with ratings equal to LESSOR'S insurance carrier covering the common 
areas of the Shopping Center. Should LESSEE be able to secure such policy(s) 
at a lower rate for like coverage, then in such event, LESSEE shall within 
thirty (30) days prior to the expiration of the current term of such policy 
[which term shall not exceed one (1) year] provide to LESSOR reasonable data 
supporting the availability of such like insurance policy(s) at a lower 
rate; whereupon receipt of such data, LESSOR shall have the option, 
exercisable in its sole discretion and within thirty (30) days after receipt 
of such data, to cancel its insurance policy(s) covering the common areas of 
the Shopping Center at the expiration of the current term of such policy 
[which term shall not exceed one (1) year] and obtain LESSEE'S policy(s).  
Should LESSOR elect not to cancel its insurance policy(s) and obtain LESSEE'S 
policy(s) as aforesaid, LESSOR agrees to deduct, from amounts due from LESSEE 
in payment of LESSOR'S insurance policy(s) covering the premises and within 
said thirty (30) days, the difference between the premium paid or charged by 
LESSOR for its insurance policy(s) covering the premises and that which would 
have been paid by LESSEE for LESSEE'S policy(s) covering the common areas of 
the Shopping Center.

                                      -32-

     LESSOR HOLD HARMLESS.  Except as provided in paragraph 10 hereof, 
LESSOR agrees to protect and save the LESSEE harmless from any and all claims 
of others for injuries to persons or property occurring on or about common 
areas and arising out of the use or operation of said common areas including 
reasonable attorney's fees, except such claims for injuries which are caused, 
in any proportion by the negligent, intentional, or willful acts of the 
LESSEE, its agents or employees.

     10.  WAIVER OF LIABILITY.  To the extent that any loss or damage 
described in this paragraph is actually compensated for by insurance 
provided for in this Lease, but only to that extent, LESSOR and LESSEE each 
hereby releases the other and its respective employees, agents, and every 
person claiming by, through, or under either of them, and LESSEE hereby 
releases each other tenant in the Shopping Center of which the premises are a 
part, and the employees and agents thereof, from any and all liability or 
responsibility (to the other or anyone claiming by, through, or under them by 
way of subrogation or otherwise), for any loss or damage to any property 
(real or personal) owned by or belonging to LESSOR, LESSEE, their respective 
employees, agents and every person claiming by, through, or under either of 
them (whether by subrogation or otherwise) caused by fire or any other 
insured peril covered by any insurance policy(s) for the benefit of any 
party, even if such loss or damage shall have been caused by the fault or 
negligence of another party, its employees or agents.  LESSOR and LESSEE 
further agree that in the event of a

                                     -33-

sale of the Shopping Center by LESSOR, the hereinabove waiver of subrogation 
shall continue in favor of the original LESSOR hereinunder and likewise as 
to any subsequent lessor, as well as in favor of that lessor which, at the 
time the casualty occurs, may be the lessor under this Lease, so long as the 
respective insurance policies of LESSOR and LESSEE so permit.  LESSOR and 
LESSEE agree, upon request of the other party, to furnish evidence of such 
waiver of liability to such other party.  All policies of insurance written 
to insure all buildings, parking and common areas, service and delivery 
areas, improvements, contents, and all other such property (real or personal) 
shall contain a proper provision, by endorsement or otherwise, whereby the 
insurance carriers issuing the same shall acknowledge that the insured has so 
waived and released its right of recovery against the other party or parties 
hereto and such other tenants and shall waive the right of subrogation which 
such carrier might otherwise have had against such other party or parties and 
such other tenants, all without impairment or invalidation of such insurance. 
The provisions of this paragraph shall be equally binding upon and inure to 
the benefit of any permitted assignee or sublessee of LESSEE.

     LESSOR and LESSEE agree that the foregoing waiver of subrogation shall 
continue in effect so long as insurance is obtainable and includable with 
permission to grant such waiver of subrogation without extra cost, or, if 
such extra cost is chargeable therefor, so long as the other party pays such 
extra cost. If an

                                    -34-

extra cost is chargable therefor, each party will advise the other thereof 
and of the amount thereof. The other party, at its election, may pay the same 
but shall not be obligated to do so. If the other party elects not to pay 
such extra cost, the first party shall not be obligated to waive such 
subrogation rights.

     11.  REMOVAL.  LESSEE shall have the right to remove any and all 
furniture, fixtures, and equipment it may have installed on or in the 
premises provided the LESSEE shall restore any structural or other damage to 
the building resulting from such removal, usual wear and tear excepted.

     12.  LESSOR ENTRY.  The LESSOR shall have the right to enter the 
premises at any reasonable time for the purpose of inspecting the same, or 
for the purpose of doing anything that may be required under this Lease, or 
for the purpose of doing anything LESSEE may be required to do and shall fail 
to do. In the event it is reasonably necessary to the LESSOR to make any 
repairs to the premises that the LESSEE is responsible for, but which the 
LESSEE has failed to make, LESSEE shall reimburse the LESSOR for the cost 
thereof on demand, and the LESSOR shall not be responsible to the LESSEE for 
any loss or damage that the LESSEE may suffer from such repairs, provided 
that such loss or damage is reasonable under the circumstances.

     13.  MAINTENANCE AND REPAIR.  Except for the LESSOR'S obligations with 
respect to latent defects as set forth in paragraph 3 and with the 
obligations to maintain in good condition the structural portions of the 
building including foundations, slabs,

NETCO/052388                       -35-

walls, and electrical and plumbing services to the building, LESSEE agrees at 
its expense to maintain all other portions of the premises and to make all 
ordinary repairs in and about the premises necessary to preserve them in good 
order and condition, including the air conditioning and heating equipment, 
after expiration of the warranty period stated in Exhibit "B". The LESSOR 
shall have no obligation with respect to such repairs and maintenance.

     As used in this paragraph, the obligation to maintain and repair is 
primarily intended to include amounts to be paid or incurred for incidental 
repairs and maintenance of property, and, except as noted below with regard 
to the roof of the leased premises and LESSOR'S  obligations, is not intended 
to include any obligation to make "capital expenditures". The term "capital 
expenditures" is, for this purpose, defined as:

     "Any amount paid or incurred:

     A.  to add to the value, or substantially prolong the useful life,
         of the leased premises; or
     B.  to adapt the leased premises to a new or different use; or
     C.  for new buildings or for permanent improvements or betterments
         made to increase the value of the leased premises; or
     D.  for purposes within the meaning of 'capital expenditure' as 
         that term is used in Section 263(a) of

NETCO/052388                        -36-

         the Internal Revenue Code of 1954, as in effect at the date
         of execution of this Lease."

     PROVIDED, however, that notwithstanding the foregoing, LESSEE shall 
maintain, repair, and replace, as necessary to keep the same in good 
condition and repair, the roof of the leased premises, provided LESSOR has 
fulfilled its obligations with respect to the roof, as required by Exhibit 
"B" hereof. PROVIDED FURTHER, that LESSOR and LESSEE acknowledge and agree 
that LESSOR'S obligation with respect to latent defects as set forth in 
paragraph 3 hereof, structural portions of the building, including 
foundations, slabs, walls, and electrical and plumbing services to the 
building includes duties of maintenance and repair as well as replacement, 
even though such replacement is within the meaning of 'capital expenditures'.

     If, in the event of an emergency, it shall become necessary to make any 
repairs hereby required to be made by LESSOR, LESSEE shall attempt to notify 
LESSOR, who shall at all times during this Lease, provide LESSEE with a 
current telephone number. If LESSEE is unable to contact LESSOR, or if LESSOR 
fails to cause such emergency repairs to be made within a period of time 
which is reasonable under the circumstances, LESSEE may cause such emergency 
repairs to be made and pay the reasonable cost thereof, and LESSOR shall 
reimburse LESSEE for such cost on demand made by LESSEE.

     14.  WASTE.  The LESSEE shall not commit waste or permit waste to be 
committed in or upon the leased premises. At the

NETCO/052388                        -37-

termination of this Lease, LESSEE shall surrender and deliver the premises to 
the LESSOR in as good condition as the same were at the commencement of the 
term excepting 1) usual wear and tear 2) acts of God and unavoidable 
casualties, 3) repair of latent defects for which LESSOR is responsible 
hereunder, 4) damage or loss for which LESSOR has waived recovery under 
paragraph 10 hereof, and 5) other non-insured causes beyond the control of 
LESSEE. It is the intent of the parties hereto that the provisions of the 
second sentence of this paragraph 14 shall not be interpreted to add to, nor 
detract from, LESSEE'S obligations for repair of the premises, as set forth 
elsewhere in this Lease.

     15.  SIGNS.  LESSOR shall have the sole right to approve the design and 
placement of any and all signs of any nature upon the exterior of the 
premises; provided, however, that such approval shall not be unreasonably 
withheld and, further that the size and advertising effect of any sign to be 
used by the LESSEE shall be substantially equal to any sign permitted to be 
used by other tenants in the Shopping Center; provided, LESSOR shall not be 
deemed obligated to consent to a sign which would violate sign criteria 
contained in LESSOR'S lease with Homeclub, Inc., in the event LESSOR believes 
that the sign criteria contained within the Homeclub, Inc. lease will permit 
signing satisfactory to LESSEE. Should any sign be proposed by LESSEE which 
would be violative of such provision, LESSOR will cooperate with LESSEE in 
making application for a waiver by Homeclub, Inc., in favor of LESSEE if such 
sign is otherwise consistent with esthetics for

NETCO/052388                         -38-

the Shopping Center. Any such sign shall comply with local governmental 
requirements.

     16.  FIRE AND EXTENDED COVERAGE INSURANCE.  The LESSOR agrees to keep in 
effect, at its expense, and during the original or any renewed term of this 
Lease, a policy of fire, extended coverage, vandalism and malicious mischief 
insurance (but excluding losses by flood or earthquake) to cover damage to 
the building or the premises, written by a responsible insurance company 
authorized to do business within the state where the premises are located, in 
an amount equal to not less than ninety percent (90%) of the replacement cost 
of the premises, and to furnish the LESSEE proof thereof. Such policy of 
insurance shall provide protection against the losses so insured against for 
the benefit of the LESSOR and any mortgagee as their interests may appear 
under the terms of this Lease and any mortgage agreement, providing that such 
insurance shall not be canceled except after thirty (30) days' notice to 
LESSEE and any mortgagee and shall contain the provision of endorsement 
required by paragraph 10 hereof.

     BLANKET INSURANCE.  The insurance to be provided by LESSOR may be 
provided pursuant to a blanket policy covering the premises and other 
locations of LESSOR provided, however, in no event shall the protection 
afforded by such blanket insurance policy be less than that required 
hereunder.

     REIMBURSEMENT OF PREMIUMS.  LESSEE agrees to remit to LESSOR, on an 
annual basis within thirty (30) days after being billed therefor, the annual 
premium for insurance covering the premises

NETCO/052388                        -39-

for said policy(s) as hereinabove provided, subject to LESSEE'S right to 
obtain a like insurance coverage policy(s) covering the premises should 
LESSEE be able to secure such policy(s) on the premises at all lower rate for 
like coverage. In the event LESSEE is able to obtain like insurance policy(s) 
covering the premises at a lower rate, LESSEE shall within thirty (30) days 
prior to the expiration of the current term of such policy 
[which term shall not exceed one (1) year] provide to LESSOR reasonable data 
supporting the availability of such like insurance policy(s) at a lower rate; 
whereupon receipt of such data, LESSOR shall have the option, exercisable in 
its sole discretion and within thirty (30) days after receipt of such data, 
to cancel its insurance policy(s) covering the premises at the expiration of 
the current term of such policy [which term shall not exceed one (1) year] 
and obtain LESSEE'S policy(s). Should LESSOR elect not to cancel its 
insurance policy(s) and obtain LESSEE'S policy(s), as aforesaid, LESSOR 
agrees to deduct, from amounts due from LESSEE in payment of LESSOR'S 
insurance policy(s) covering the premises and within said thirty (30) days, 
the difference between the premium paid or charged by LESSOR for its 
insurance policy(s) covering the premises and that which would have been paid 
by LESSEE for LESSEE'S policy(s) covering the premises.

     The premises to be constructed by LESSOR under this Lease is to be 
equipped with an automatic sprinkler system which is more fully described in 
Exhibit "B". LESSEE shall carry fire and extended coverage insurance covering 
all of its merchandise,

NETCO/052388                             -40-

furniture, fixtures and equipment located in and upon the premises.  Should 
the building covered by this Lease be rated deficient by Insurance Service 
Organization or any other rating bureau having jurisdiction (hereinafter 
"Rating Bureau"), then LESSOR shall pay for any differential amount between 
the premium paid and that which would have been paid had the building not 
been rated deficient, and LESSOR agrees to reimburse LESSEE and/or its 
SUBLESSEE for any differential amount it may incur. Said differential amount 
shall be computed and paid annually using the then published insurance rates 
until the defects are cured by LESSOR.  Upon LESSOR'S receipt of notice of 
any deficiencies from Rating Bureau or any insurance company, LESSOR agrees 
to immediately notify LESSEE in writing of said deficiencies.

     SUBSEQUENT CHANGE OF STANDARDS.  LESSOR shall not be liable for any 
reimbursement of such differential if LESSOR has complied fully with the 
agreed plans and specifications of the premises and has complied with all of 
the Rating Bureau's recommendations, and requirements, made after its review 
of the architectural plans and related engineering drawings and 
specifications of the premises.  Nor shall the LESSOR be liable for any 
reimbursement of any such differential if such differential results from a 
change in the standards or requirements of the Rating Bureau for full 
sprinkler credit, which pertain to construction of the premises, which change 
was effective subsequent to the completion of construction of the item 
affected by such change.  LESSOR agrees that other buildings to be 
constructed in the Shopping

                                      -41-

Center will be constructed in such a manner that LESSEE will not be penalized 
and denied full sprinkler credit, unless agreed to in writing by the LESSEE.

     LESSEE agrees it shall not keep anything within the premises or use the 
premises for any purpose which will cause an increase in the insurance 
premium cost or invalidate any insurance policy(s) carried on the premises or 
other parts of the Shopping Center.  LESSOR agrees it shall not, nor shall it 
allow any other tenant(s) in the Shopping Center, to keep anything within 
their leased premises or on the Shopping Center or use their leased premises 
or the Shopping Center for any purpose which will cause an increase in the 
insurance premium cost or invalidate any insurance policy(s) carried on the 
premises of LESSEE, such other tenant(s), or other parts of the Shopping 
Center.  In the event of the storing, maintaining or use of anything on the 
premises which causes an increase in the insurance premium cost, LESSOR 
agrees it shall look solely to the respective responsible tenant (or to 
itself should it be in violation) in the Shopping Center which causes or 
results in a premium increase or insurance invalidation, and LESSEE shall 
have no obligation to pay any part of such premium increase except to the 
extent the same was caused by the act or omission of LESSEE.

     17.  DAMAGE AND DESTRUCTION (INSURED RISK).

      A.  If, during the term, the premises are totally or partially 
destroyed from a risk covered by the insurance described in paragraph 16, 
rendering the premises totally or partially

                                       -42-

inaccessible or unusable, LESSOR shall restore the premises. Such destruction 
shall not terminate this Lease.  If the existing laws do not permit the 
restoration, either party can terminate this Lease immediately by giving 
notice to the other party.

     If the cost of the restoration exceeds the amount of proceeds received 
from the insurance required under paragraph 16, LESSOR can elect to terminate 
this Lease by giving notice to LESSEE within fifteen (15) days after 
determining that the restoration cost will exceed the insurance proceeds.  In 
the case of destruction to the premises only, if LESSOR elects to terminate 
this Lease, LESSEE, within fifteen (15) days after receiving LESSOR'S notice 
to terminate, can elect to pay to LESSOR, at the time LESSEE notifies LESSOR 
of its election, the difference between the amount of insurance proceeds and 
the cost of restoration, in which case LESSOR shall restore the premises.  
LESSOR shall give LESSEE satisfactory evidence that all sums contributed by 
LESSEE as provided in this paragraph have been expended by LESSOR in paying 
the cost of restoration.

     If LESSOR elects to terminate this Lease and LESSEE does not 
elect to contribute toward the cost of restoration as provided in 
this paragraph, this Lease shall terminate.

     DAMAGE AND DESTRUCTION (UNINSURED RISK)

     B.  If, during the term, the premises are totally or partially 
destroyed from a risk not covered by the insurance described in paragraph 16, 
rendering the premises totally or partially inaccessible or unusable, LESSOR 
shall restore the

                                      -43-

premises to substantially the same condition as they were in immediately 
before destruction.  Such destruction shall not terminate this Lease. If the 
existing laws do not permit the restoration, either party can terminate this 
Lease immediately by giving notice to the other party.

     Notwithstanding the foregoing, if the cost of restoration exceeds five 
(5%) of the then replacement value of the premises that are destroyed, LESSOR 
can elect to terminate this Lease by giving notice to LESSEE within fifteen 
(15) days after determining the restoration cost and replacement value.

     If LESSOR elects to terminate this Lease LESSEE, within fifteen (15) 
days after receiving LESSOR'S notice to terminate, can elect to pay to 
LESSOR, at the time LESSEE notifies LESSOR of its election, the difference 
between five (5%) of the then replacement value of the premises and the 
actual cost of restoration, in which case LESSOR shall restore the premises.  
LESSOR shall give LESSEE satisfactory evidence that all sums contributed by 
LESSEE as provided in this paragraph have been expended by LESSOR in paying 
the cost of restoration.

     If LESSOR elects to terminate this Lease and LESSEE does not elect to 
contribute toward the cost of restoration as provided in this paragraph, this 
Lease shall terminate.

     C.  EXTENT OF LESSOR'S OBLIGATION TO RESTORE.  If LESSOR is required or 
elects to restore the premises as provided in this paragraph 17, LESSOR shall 
not be required to restore alterations made by LESSEE, LESSEE'S improvements, 
LESSEE'S trade fixtures,

                                      -44-

and LESSEE'S personal property, such excluded items being the sole 
responsibility of LESSEE to restore.

     D.  ABATEMENT OF RENT.  In case of destruction, whether insured or 
uninsured, there shall be an abatement or reduction of rent, except any 
percentage rent, between the date of destruction and the date of completion 
of restoration, based on the extent to which the destruction interferes with 
LESSEE'S use of the premises.

     E.  DESTRUCTION DURING LAST PART OF TERM.  If destruction to the 
premises, whether insured or uninsured, occurs during the last seven (7) 
years of the term, or during any of the five (5) year option periods referred 
to in paragraph 5 hereof, LESSOR can elect not to restore the premises as 
required hereunder, by giving notice to LESSEE not more than fifteen (15) 
days after the destruction.

     Except that, if the destruction occurs during the last seven (7) years 
of the term or during any of said five (5) year option periods, and if within 
fifteen (15) days after receiving LESSOR'S notice to terminate, LESSEE 
exercises the option to extend the term for at least seven (7) additional 
years as provided in paragraph 5, LESSOR shall restore the premises as 
provided in this paragraph 17.

     F.  WAIVER OF CIVIL CODE SECTIONS.  LESSEE waives the provisions of 
Civil Code Section 1932(2) and Civil Code Section 1933(4) with respect to any 
destruction of the premises.

                                      -45-

            G.     DAMAGE AND DESTRUCTION - OTHER BUILDINGS.  LESSOR agrees 
         that in the event any building or buildings in the Shopping 
         Center other than the building containing the demised premises, 
         shall be destroyed or damaged by fire or other hazard, during the 
         term of this Lease, or any renewal thereof, LESSOR shall either 
         (i) promptly rebuild and repair said building as closely as 
         possible to such building or buildings shown on Exhibit "A" 
         attached hereto (provided that if LESSEE consents to the altera-
         tion of the building designs and configurations shown on Exhibit 
         "A" attached hereto, which consent shall not, in the event of 
         such damage or construction, be unreasonably withheld, than the 
         rebuilding and repair may be in conformance with such alteration 
         rather than as shown on Exhibit "A"); or (ii) repair as necessary 
         to render such building attractive and remove any appearance of 
         damage or destruction; or (iii) remove the same and, as to any 
         area vacated by removal, construct and thereafter maintain 
         thereon a parking area and/or landscaping.

            H.     RESTORATION.  Whenever, under the foregoing provisions 
         of this paragraph 17, LESSOR shall have the obligation to rebuild 
         and repair all or any portion of the premises, other building or 
         buildings and so to continue this Lease in full force and effect, 
         the same shall be commenced upon the earlier of 1) sixty (60) 
         days after LESSOR'S obligation so to do becomes fixed by the pro-
         visions of this paragraph 17; or 2) the date when any applicable 
         insurance proceeds become available to LESSOR.  LESSOR shall 
         prosecute such rebuilding and repairing diligently and to the end

                                         -46-

          that the premises, other building or buildings will be restored 
          to substantially the same condition as before the occurrence of 
          such damage.  If, for any reason whatsoever, rebuilding and 
          repairing is not completed within six (6) months after receipt of 
          the applicable notices, unless LESSOR be prevented from complet-
          ing such rebuilding and repairing by causes or conditions beyond 
          its control, then, and in either such events, LESSEE may, at its 
          sole option, terminate this Lease by written notice to LESSOR of 
          its intention to do so, upon the happening of which, rental shall 
          be adjusted as of the date of termination, and LESSEE shall have 
          no further rights hereunder.

17.1      CONDEMNATION FOR REPAIRS.

             A. The LESSOR agrees that if any authority condemns the 
          Shopping Center or any part thereof, other than the premises, as 
          being unsafe, or not in conformity with the applicable laws or 
          regulations, the LESSOR, at its own cost and expense, will 
          promptly make (or cause any other tenant who may be responsible 
          therefor to make) such changes, alterations or repairs (struc-
          tural or non-structural) as may be necessary to comply with such 
          laws and regulations, or with the requirements of the author-
          ity. If, during the time such changes, alterations or repairs 
          are being performed under this subparagraph A., the premises are 
          rendered unsuitable for occupancy and use by the LESSEE, the rent 
          shall abate, and if only a portion of the premises is rendered 
          unsuitable for such occupancy and use, then the rent shall abate 
          proportionately.

                                         -47-

            B. In the event the premises or any part thereof are con-
         demned as being unsafe or not in conformity with the applicable 
         laws and regulations due to the LESSEE'S particular and specific 
         use of the premises, (which condemnation would not have occurred 
         under another, general use of the premises) or due to the defec-
         tive condition or use of supplies, materials, and/or equipment 
         owned or used by LESSEE, or due to a defective condition of such 
         common facilities or of any part of the premises LESSEE is 
         required to maintain as herein provided, or due to any alteration 
         or modification of the premises which has been made by LESSEE, 
         then, and in that event, LESSEE, at its own cost and expense 
         agrees to make such changes, alterations and repairs (structural 
         or non-structural) in the building and equipment or the use of 
         the same as may be necessary to comply with such laws and regula-
         tions, or with the requirements of the authority, but LESSEE 
         shall be entitled to any condemnation award made to LESSEE in 
         respect thereto.  If, during the time such changes, alterations, 
         and/or repairs are being performed (under this subparagraph B.) 
         to the Shopping Center or to the premises, the premises are 
         rendered untenantable for occupancy and use by LESSEE, the rent 
         shall not abate.

18.      CONDEMNATION.  Upon LESSOR'S receipt of notice from any 
         condemning authority of a proposed condemnation, LESSOR shall 
         immediately notify LESSEE in writing.  If all of the premises 
         shall be taken under the right of eminent domain by any authority 
         having the right of condemnation, or if a portion of the Shopping

                                         -48-

         Center is so condemned as will prevent the practical use of the 
         premises for LESSEE'S purposes, this Lease, and all obligations 
         hereunder, shall terminate on the date title vests pursuant to 
         such proceedings.  In the event the proper judicial authority 
         does not divide the award to compensate the separate loss of each 
         party, the total award made in such proceedings shall be equit-
         ably distributed between the LESSOR and LESSEE, and if applic-
         able, other tenants occupying space in the Shopping Center; 
         provided that if the parties cannot agree upon an equitable dis-
         tribution of such award, either party may petition a court of 
         competent jurisdiction in the state where the premises are 
         located for equitable distribution of such award, and in the 
         event no such court has jurisdiction to determine an equitable 
         distribution of such awards then either party may request arbi-
         tration under the terms hereinafter set forth.  If such taking 
         does not prevent the practical use of the premises for the pur-
         poses of the LESSEE, then this Lease shall continue in full force 
         and effect, but the rent shall abate proportionately, and such 
         other adjustments shall be made as shall be just and equitable.

             In any instance in this Agreement in which it is provided 
         that a question is agreed to be determined by arbitration, the 
         following procedure shall govern.

             The party desiring arbitration ("First Party") shall give 
         written notice to that effect to the other party ("Second 
         Party"), specifying in said notice the name and address of the 
         person designated to act as arbitrator on its behalf.  Within

                                         -49-

         fifteen (15) days after the service of such notice, the Second 
         Party shall give written notice to the First Party specifying the 
         name and address of the person designated to act as arbitrator on 
         its behalf.  If the Second Party fails to notify the First Party 
         of the appointment of its arbitrator, as aforesaid, within or by 
         the time above specified, then the appointment of the second 
         arbitrator shall be made in the same manner as is hereinafter 
         provided for the appointment of a third arbitrator in a case 
         where the two arbitrators are appointed hereunder and the parties 
         are unable to agree upon such third appointment.  The arbitrators 
         so chosen shall meet within ten (10) days after the second arbi-
         trator is appointed, and if, within thirty (30) days after the 
         second arbitrator is appointed, the said two arbitrators shall 
         not agree upon the question in dispute, they shall themselves 
         appoint a third arbitrator who shall be a competent and impartial 
         person; and in the event of their being unable to agree upon such 
         appointment within ten (10) days after the time aforesaid, the 
         third arbitrator shall be selected by the parties themselves if 
         they can agree thereon within a further period of fifteen (15) 
         days.  If the parties do not so agree, then either party, on 
         behalf of both, may request such appointment by the presiding 
         Judge of the Superior Court of Butte County.  In the event of the 
         failure, refusal, or inability of any arbitrator to act, a new 
         arbitrator shall be appointed in its stead, which appointment 
         shall be made in the same manner as hereinbefore provided for the 
         appointment of such arbitrator so failing, refusing or unable to

                                         -50-

         act. The decision of the arbitrators so chosen shall be given
         within a period of thirty (30) days after the appointment of such
         third arbitrator.  The decision in which any two arbitrators so
         appointed and acting hereunder concur shall in all cases be bind-
         ing and conclusive upon the parties.  Each party shall pay the 
         fees and expenses of one of the two original arbitrators 
         appointed by such party, or in whose stead as above provided, 
         such arbitrator was appointed, and the fees and expenses of the 
         third arbitrator and all other expenses, if any, shall be borne 
         equally by both parties.

19.      HOLDING OVER.  Except as provided in paragraph 4, if 
         LESSEE remains in possession of the premises after the expiration 
         of this Lease, and without the execution of a new lease, it shall 
         be deemed to be occupying the premises as a tenant from month-to-
         month, subject to all the conditions, provisions, and obligations 
         of this Lease insofar as the same are applicable to a month-to-
         month tenancy.

20.      SHOWING BY LESSOR.  LESSOR may, at any time within six 
         (6) months before the expiration of this Lease, enter the prem-
         ises at all reasonable hours for the purpose of offering the 
         premises for rent, subject to LESSEE'S rights, as set out in 
         paragraph 5.

             LESSOR may show the premises at any time during the term of 
         this Lease, on reasonable advance notice to LESSEE, during busi-
         ness hours, to prospective purchasers or lenders.

                                         -51-

  21.  RELATIONSHIP.  Nothing contained herein shall be deemed or construed by 
the parties hereto, or by any third party, as creating the relation of 
principal and agent or of partnership or of joint venture between the parties 
hereto. It is understood and agreed that neither method of computation of 
rent, nor any other provision contained herein, nor any acts of the parties 
hereto creates a relationship other than the relationship of LESSOR and 
LESSEE.

  22.  PARKING AREA.  LESSOR agrees that at no time during the term of this 
Lease, will LESSOR modify in any manner the customer parking area, entrances 
and exits and service areas adjoining the premises without the consent of 
LESSEE, unless such modification is necessary by reason of government action. 
Any violation of this provision which shall continue for more than thirty 
(30) days following written notice of violation to LESSOR shall entitle 
LESSEE either to treat such violation as a default with an option to cancel 
this Lease or to require proportionate reduction of rent, at LESSEE'S option. 
If a mortgagee (or beneficiary under deed of trust) has requested notice of 
default of LESSOR pursuant to the provisions of paragraph 25, notice shall 
also concurrently be furnished to such mortgagee.

  23.  UTILITIES.  LESSEE agrees to pay all electric current, water, gas, and 
other utility bills, as determined by separate meters for LESSEE'S space and 
use, provided however, that LESSEE shall be required to pay only its 
proportionate share of any such utility costs which are included within the 
common area mainte-

                                      -52-

nance expense for which reimbursement is required under paragraph 2 hereof. 
LESSOR, at its sole expense, will provide any and all utility meters, utility 
hook-up or connection fees or charges for all utilities to the premises.

  24.  LESSEE DEFAULT.

   A.  The occurrence of any of the following shall constitute a default by 
       LESSEE:

       1)  Failure to pay rent or additional rent when due, if the failure 
           continues for ten (10) days after notice has been given to LESSEE.

       2)  Failure to perform any other provision of this Lease if the failure 
           to perform is not cured within thirty (30) days after notice has 
           been given to LESSEE. If the default cannot reasonably be cured 
           within thirty (30) days, LESSEE shall not be in default of this 
           Lease if LESSEE commences to cure the default within said thirty 
           (30) day period and diligently and in good faith continues to cure 
           the default.

     Notices given under this paragraph shall specify the alleged default and 
the applicable lease provisions, and shall demand that LESSEE perform the 
provisions of this Lease or pay the rent that is in arrears, as the case may 
be, within the applicable period of time, or quit the premises. No such 
notice shall be deemed a forfeiture or a termination of this Lease unless 
LESSOR so elects in the notice.

                                      -53-

     The purpose of the notice requirements set forth in this paragraph is to 
extend the notice requirements of the unlawful detainer statutes of 
California; and the notice requirements of this paragraph and the notice 
requirements of said unlawful detainer statutes may be satisfied by the 
giving of one (1) notice which satisfies the longer of the two (2) notice 
requirements.

   B.  LESSOR'S remedies:

       1)  In addition to all rights and remedies available to LESSOR at law 
           or in equity, including but not limited to the remedies available 
           to LESSOR pursuant to Sections 1951.2 and 1951.4 of the California 
           Civil Code, LESSOR shall have the following remedies if LESSEE 
           commits a default. These remedies are not exclusive; they are 
           cumulative in addition to any remedies now or later allowed by law;

       2)  LESSOR can continue this Lease in full force and effect, and the 
           Lease will continue in effect as long as LESSOR does not terminate 
           LESSEE'S right to possession, and LESSOR shall have the right to 
           collect rent when due. During the period LESSEE is in default, 
           LESSOR can enter the premises and relet them, or any part of them, 
           to third parties for LESSEE'S account. Reletting can be for a 
           period shorter or longer than the remaining term of this

                                      -54-

           Lease, provided, however, that LESSEE'S liability shall not exceed 
           that which arises under this Lease. LESSEE shall pay to LESSOR the 
           rent due under this Lease on the dates the rent is due, less the 
           rent LESSOR receives from any reletting. No act by LESSOR allowed 
           by this paragraph shall terminate this Lease unless LESSOR 
           notifies LESSEE that LESSOR elects to terminate this Lease. After 
           LESSEE'S default and for as long as LESSOR does not terminate 
           LESSEE'S right to possession of the premises, if LESSEE obtains 
           LESSOR'S consent, LESSEE shall have the right to assign or sublet 
           its interest in this Lease; but LESSEE shall not be released from 
           liability. LESSOR'S consent to a proposed assignment or subletting 
           shall not be unreasonably withheld.

     If LESSOR elects to relet the premises as provided in this paragraph, 
rent that LESSOR receives from reletting shall be applied to the payment of:

           a)  any indebtedness from LESSEE to LESSOR other than rent due 
               from LESSEE;

           b)  rent due and unpaid under this Lease. After deducting the 
               payments referred to in this paragraph, any sum remaining 
               from the rent LESSOR receives from reletting shall be held 
               by LESSOR and applied in payment of future

                                      -55-

               rent as rent becomes due under this Lease. In no event shall 
               LESSEE be entitled to any excess rent received by LESSOR. If, 
               on the date rent is due under this Lease, the rent received 
               from the reletting is less than the rent due on that date, 
               LESSEE shall pay to LESSOR the remaining rent due.

       3)  LESSOR can terminate LESSEE'S right to possession of the premises 
           at any time. No act by LESSOR other than giving notice to LESSEE 
           shall terminate this Lease. Acts of maintenance, efforts to relet 
           the premises, or the appointment of a receiver on LESSOR'S 
           initiative to protect LESSOR'S interest under this Lease shall not 
           constitute a termination of LESSEE'S right to possession. On 
           termination, LESSOR has the right to recover from LESSEE:

           a)  The worth, at the time of the award, of the unpaid rent that 
               had been earned at the time of termination of this Lease;

           b)  The worth, at the time of the award, of the amount by which 
               the unpaid rent that would have been earned after the date of 
               termination of this Lease until the time of award exceeds that 
               amount of the loss of rent that LESSEE proves could have been 
               reasonably avoided;

                                      -56-

           c)  the worth, at the time of the award, of the amount by which 
               the unpaid rent for the balance of the term after the time of 
               award exceeds the amount of the loss of rent that LESSEE 
               proves could have been reasonably avoided; and

           d)  Any other amount, and court costs, necessary to compensate 
               LESSOR for all detriment proximately caused by LESSEE'S 
               default. The worth, at the time of the award, as used in a) and 
               b) of this paragraph is to be computed by allowing interest 
               at the maximum rate an individual is permitted by law to 
               charge. The worth, at the time of the award, as referred to in 
               c) of this paragraph, is to be computed by discounting the 
               amount at the discount rate of the Federal Reserve Bank of San 
               Francisco at the time of the award, plus one percent (1%).

  25.  LESSOR DEFAULT.  The LESSOR further covenants with the LESSEE that if 
LESSOR shall fail to perform any provision of this Lease which requires the 
payment of money, and such failure shall continue for ten (10) days after 
notice has been given to LESSOR; or if LESSOR fails to perform any other 
provision of this Lease and such failure to perform is not cured within 
thirty (30) days after notice has been given to LESSOR (or if such default 
cannot reasonably be cured within thirty [30] days, if LESSOR fails

                                      -57-

either to commence to cure the default within said thirty [30] day period or 
to diligently and in good faith continue to cure said default) then, and in 
addition to the other remedies or courses of action now or hereafter provided 
by law, LESSEE may, at its option, among other things, cancel and annul this 
Lease, or remedy the condition or need referred to in such notice, or make 
the payment which LESSOR has not made, but should have made, or remedy the 
condition or need referred to in such notice and deduct LESSEE'S actual cost 
or the amount of the payment thereof from subsequent installments of rent.  
In the event of any dispute between the parties as to the right of LESSEE to 
such deduction, LESSOR further covenants and agrees that it will not give 
LESSEE any notice of default or termination of this Lease unless LESSEE shall 
fail to pay to LESSOR the amount of any such deduction within ten (10) days 
after receipt of notice by LESSEE of a final and unappealable judgment with 
respect thereto in favor of LESSOR.  If LESSEE elects, as permitted herein, 
to make an expenditure and deduct the same from subsequent installments of 
rent, LESSEE shall be required to deposit an amount equal to each such 
deduction in an interest-bearing account at a bank or savings and loan 
institution; such account shall require the signatures of LESSOR and LESSEE 
for any withdrawal.  Interest earned on such account shall accrue for the 
benefit of the party (LESSOR or LESSEE) who ultimately prevails on the issue 
of whether such deduction was proper.  If it is ultimately determined that 
any part of such deduction was proper (because such

                                      -58-

part of the expenditure for which such deduction was made was an obligation 
of LESSOR under this Lease), then LESSEE shall be entitled to receive, from 
the deposit account, the principal and interest attributable to said portion 
of such expenditure, and LESSOR shall pay to LESSEE the difference between: 
1) the interest actually earned in such interest-bearing account with respect 
to said portion of such expenditure; and 2) the maximum amount of interest 
which an individual is permitted to charge under California law, for the 
period commencing with the date of such expenditure by LESSEE and terminating 
when such payment is made by LESSOR, based upon the principal amount of that 
part of such expenditure which has been so determined to be LESSOR'S 
obligation.  If it is ultimately determined that any part of such deduction 
was improper (because such part of the expenditure for which such deduction 
was made was not an obligation of LESSOR under this Lease), then LESSOR shall 
be entitled to receive from the deposit account the principal and interest 
attributable to said portion of such expenditure, and LESSEE shall pay to 
LESSOR the difference between: i) the interest actually earned in such 
interest-bearing account with respect to said portion of such expenditure; 
and ii) the maximum amount of interest which an individual is permitted to 
charge under California law, for the period commencing with the date of such 
deduction by LESSEE and terminating when such payment is made by LESSEE, 
based upon the principal amount of that part of such expenditure which has 
been so determined not to have been LESSOR'S obligation.

                                      -59-

     In the event that a mortgagee (or beneficiary under a deed of trust) 
holding a security interest in the premises shall have furnished written 
request to LESSEE, LESSEE, concurrent with furnishing any notice to LESSOR of 
an event which is alleged by LESSEE to constitute a default by LESSOR, or 
will constitute a default by LESSOR if not cured within a stated period of 
time, shall be furnished in duplicate to the address as requested by such 
secured lender.  The mortgagee (or beneficiary under deed of trust) will be 
permitted to tender a cure in like manner as LESSOR is permitted hereunder 
provided such lender shall be granted additional time, not to exceed thirty 
(30) days, to complete such cure.

     26.    LEASE APPLIES ONLY TO BUSINESS ON PREMISES.  It is understood 
that LESSEE is presently involved in numerous other activities at other 
locations.  In this respect, it is not intended that the gross sales and 
other provisions of this Lease shall apply to the business activities of 
LESSEE or of any assignee or sublessee of LESSEE at other locations, but 
shall apply only to the business conducted on the premises, whether conducted 
thereon by LESSEE or by an assignee or sublessee of LESSEE, it being fully 
understood that the foregoing provisions are not intended to modify in any 
manner the responsibilities or obligations of LESSEE pursuant to paragraph 34 
of this Lease.

     27.     INSURANCE MAY BE PROVIDED BY SUBLESSEE OR ASSIGNEE.  It is 
further understood that LESSEE at all times shall maintain insurance coverage 
it is required to carry hereunder for the

                                      -60-

benefit of LESSOR with a provision in such insurance that there will be no 
cancellation without at least thirty (30) days' written notice to LESSOR.  
Provided, however, that LESSEE may satisfy this insurance requirement through 
the maintenance of such insurance coverage for the benefit of LESSOR, as 
required in paragraph 9 above, by LESSEE or by an assignee or sublessee of 
LESSEE.

     28.    EXCLUSIVE.  LESSOR covenants that it will not permit any person 
other than the LESSEE to operate a retail grocery, meat, or produce store of 
any nature in the Shopping Center of which the premises are a part without 
first obtaining the LESSEE'S prior written consent, so long as there shall be 
the operation of a food supermarket containing not less than 40,000 square 
feet within the premises, provided, however, nothing herein shall result in 
the termination of such exclusive due to a temporary closing for a reasonable 
period of time, including such a closing as may occur for refurbishing, 
alterations, repairs in the event of casualty, or transfer of ownership of 
the supermarket.  Notwithstanding the foregoing, LESSEE consents, in advance, 
to the following uses:

          A.        a specialty bake shop;

          B.        a delicatessen. 

     29.  ALTERATIONS OR ADDITIONS.  The LESSEE shall have the right to make 
alterations or additions to the premises, provided such alterations or 
additions are at its sole cost and expense, and that such alterations or 
additions shall be of good workman-

                                      -61-

ship and material at least equal to that of the original construction, and 
that such alterations or additions neither shall reduce the size and strength 
of the existing building, nor adversely affect the market value of the 
premises; provided, however, that no alteration to any part of the premises 
which, under the terms of this Lease, LESSOR is required to maintain or 
repair, and no addition to the premises which, under the terms of this Lease, 
LESSOR would be required to maintain or repair, and no alterations or 
additions to the premises which shall cost more than Fifty Thousand Dollars 
($50,000.00) shall be made by the LESSEE without the written consent of the 
LESSOR which consent shall not be unreasonably withheld.  The LESSEE shall 
not be required to remove any alterations or additions as to which LESSEE has 
procured LESSOR'S written consent (which consent shall not be unreasonably 
withheld) or to restore the building to its original condition at the 
termination of this Lease.  LESSEE shall, if requested to do so by LESSOR, 
remove any alterations or additions made to the premises by LESSEE without 
having procured LESSOR'S written consent, and in such event, LESSEE shall 
repair any damage to the premises caused by such removal.

     30. THIS PARAGRAPH INTENTIONALLY DELETED.

     31. THIS PARAGRAPH INTENTIONALLY DELETED.

     32. RESTRICTIONS ON USE.  LESSOR and LESSEE each agree that the 
following uses shall not be permitted within the Shopping Center; including 
the demised premises:

                                      -62-

     A)        For entertainment purposes, such as: cinema, theater,
               skating rink, bowling alley, bar, tavern, discotheque, dance
               hall, amusement gallery, pool hall, health club, gym, massage 
               parlor, or off-track betting facility;

     B)        For the renting, leasing, sale of any motor vehicle including 
               but not limited to: operation of any dealership relating to 
               motorcycles, automobiles, trucks, and recreational vehicles, 
               including trailers;

     C)        For any non-retail purpose (the following are specifically 
               recognized as not being non-retail: barber shops, insurance 
               agencies, travel agencies, medical, veterinary, dental, or 
               optometric facilities, beauty salons, banks, small loan offices,
               real estate offices and gasoline service stations, and the 
               following, if incidental to retailing: other offices, storage,
               repairs, and alteration facilities).

     LESSOR agrees that, with respect to the real property which comprises 
the Shopping Center as depicted in Exhibit "A", the following additional 
restrictions will further apply:

     A)        No restaurant shall be located within 200 feet from the front 
               entrance of the premises;

     B)        No office other than a travel agency or real estate firm, 
               neither being larger than 2,000 square feet, shall be located 
               within 250 feet of the front entrance;

     C)        No training or educational facility shall be located within 
               200 feet of the front entrance to the premises.

                                      -63-

     LESSEE agrees that, with respect to the demised premises, in addition
to the uses restricted throughout the Shopper Center as before set forth,
LESSEE will not utilize the premises for a restaurant, bar-restaurant, train-
ing, or educational facility, offices, sporting goods store, for a business
whose primary use is a yogurt shop, indoor ice cream shop, or for a pharmacy 
(apothecary or drug store or super drug store) or for the purpose of operating
a home improvement center or for engaging in the sale of home improvement items
including, but not limited to, lumber, building materials, indoor garden
supplies, except that this restriction against the sale of home improvement
items shall not apply to the premises to the extent that sales of such items 
are an incidental part of the business conducted within the premises.  For the
purposes of this paragraph such sales shall be deemed "incidental" if they do
not exceed fifteen percent (15%) of the sales made from the store located
within the premises.

     33.  INITIAL USE AND RIGHT TO CLOSE STORE.  LESSEE agrees that the initial
use of the premises shall be for the operation of a supermarket.  LESSOR agrees
that nothing in this Lease shall be construed as compelling LESSEE to operate
any particular type of business or to keep the store in or upon the premises
open for business, and LESSEE shall have the privilege of closing said store at
any time, provided LESSEE shall continue to pay the minimum monthly rental,
additional rent, and other monetary obligations as set forth in this Lease.

                                           -64-

     In the event that LESSEE permanently closes the store, LESSEE agrees to
notify LESSOR in writing ninety (90) days in advance of such closing of its
intent.  LESSOR shall have one (1) year from its receipt of such notice in
which to notify LESSEE of its intent to terminate the Lease.  If LESSOR elects
to terminate this Lease, then such termination shall be effective as of the 
date of LESSOR'S mailing to LESSEE of its notice of termination. If LESSOR
does not terminate this Lease, or if LESSOR fails to notify LESSEE of its
intention to terminate this Lease, within the above-described period, then,
notwithstanding any contrary provision in paragraph 34 hereof, LESSEE may
sublet the premises without the consent of LESSOR, for any lawful purpose 
other than for a purpose restricted as a use of the demised premises under
the provisions of paragraph 32.  After said one (1) year period, LESSOR shall
have the continuing right to sublet the premises, so long as LESSEE has not
entered into a prior sublease agreement.

     At any time that LESSOR subleases the premises pursuant to the provisions
of this paragraph, this Lease shall immediately terminate and neither LESSOR
nor LESSEE shall have any further rights or obligations hereunder.

     LESSOR may not terminate this Lease if LESSEE has temporarily closed the
store, as defined hereinafter, provided LESSEE shall continue to pay the mini-
mum monthly rental, additional rental, and comply with all other covenants of
the Lease.  Temporary

                                           -65-

closing of the store shall mean any closing for the following 
purposes or reasons:

     A.  the discontinuance of business at the store by any sublessee or
         assignee of LESSEE, provided, however, LESSEE is with due diligence
         attempting to secure another sublessee or assignee; provided, however,
         that such discontinuance shall constitute a temporary (as opposed to
         a permanent closing) only for a period of six (6) months; such a dis-
         continuance shall, commencing with the seventh (7th) month, constitute
         a permanent closing, entitling LESSOR to terminate this Lease within
         the following one (1) year period, as hereinabove provided;

     B.  damage or destruction pursuant to Article 17 of the Lease;

     C.  condemnation pursuant to Article 17.1 of the Lease;

     D.  refixturing of the premises, provided same be undertaken with due
         diligence;

     E.  alterations to the premises pursuant to paragraph 29 of the Lease,
         provided same be undertaken with due diligence;

     F.  the widening or improvement of any roadway adjoining the Shopping
         Center to the extent same is permitted pursuant to the Lease;

     G.  closing of the common and delivery areas to prevent a dedication by
         LESSOR of same to any governmental unit; and

                                           -66-

     H.  any bankruptcy action pursuant to the Federal Bankruptcy Act, as same
         may be changed from time to time, filed by or against any sublessee
         or assignee.

     Any other closing of the store for a period in excess of thirty (30) days
shall be deemed to be a permanent closing of the store.

     34.  SUBLET OR ASSIGN.  The LESSEE shall have the right, during the term
of this Lease, to sublet all or a portion of the premises, or to assign this
Lease, either in whole or in part, but no such subletting or assignment shall
release the LESSEE from any of the obligations under the terms of this Lease,
and the LESSOR shall, at all times, have the right to look to the LESSEE for
the performance of all of the covenants to be performed on the part of the
LESSEE.  Provided, however, that:

     1) if the assignment or sublease is for retail grocery store purposes,
        then, effective the first day of the first month of the effective date
        of such subletting or assignment, the minimum annual rent, payable
        under paragraph 6.A. hereof, shall be adjusted to an amount equal 
        to ninety percent (90%) of the average annual total of minimum rent
        plus percentage rent payable by LESSEE pursuant to paragraphs 6.A. and
        6.B. hereof for the three (3) years next preceding the effective date
        of such subletting or assignment; and

     2) any assignment or subletting for any use of the premises other than
        that of a retail grocery store shall be sub-

                                           -67-

        ject to LESSOR'S approval, which shall not be unreasonably withheld.
        Provided, further, that in such latter event, the following rules shall
        apply:

        A.  any such proposed assignment or sublease shall be reduced to
            writing, signed by the proposed assignee or sublessee and by
            LESSEE;

        B.  such written instrument shall expressly state that it is entered
            into subject to the rights of LESSOR, as set forth in this para-
            graph, and that if LESSOR elects to cancel this Lease, the parties
            thereto recognize and agree that neither LESSEE nor said proposed
            assignee or sublessee shall have any further rights or duties under
            said written agreement, which shall terminate upon the termination
            of this Lease;

        C.  LESSEE shall furnish a copy of said instrument to LESSOR;

        D.  LESSOR shall have the option, exerciseable by LESSOR furnishing
            written notice of exercise thereof to LESSEE within sixty (60) days
            after LESSOR'S receipt of a copy of such instrument, to terminate
            this Lease.  If LESSOR so elects to terminate this Lease, neither
            LESSOR nor LESSEE shall have any further rights or duties here-
            under;

        E.  if LESSOR fails to exercise such option within said sixty (60) day
            period, then the agreement between

                                           -68-

            LESSEE and said proposed assignee or sublessee shall be effective
            in accordance with the terms and provisions set forth in such
            instrument.  If LESSEE and such proposed assignee or sublessee
            do not enter into an agreement on the same terms as were contained
            in the instrument furnished to LESSOR, then LESSOR'S sixty (60) day
            option rights shall begin anew with respect to any different terms 
            proposed to be entered into between LESSEE and said (or any new)
            proposed assignee or sublessee;

        F.  if LESSOR exercises the option to terminate this Lease, as herein
            provided, then LESSOR shall be free to negotiate or contract (or
            refrain from negotiating or contracting) with such proposed 
            assignee or sublessee, as LESSOR deems appropriate.

     35.  LESSOR'S WAIVER.  LESSOR agrees that none of the property, including
food, supplies, merchandise, inventory, furniture, fixtures, machinery, equip-
ment, cash or any proceeds therefrom that are placed upon or permitted to be
upon the premises by LESSEE, or any of LESSEE'S sub-tenants, assigns, or succe-
ssors, during the term of this Lease or any renewal thereof, shall be subject
to or liable for levy or distress or any legal process whatsoever for the
collection of rent for the premises.  In the event there is a mortgage on the
premises, the LESSOR shall obtain the same waiver from the mortgagee.

         

                                           -69-

     36.  NOTICES AND DELIVERY OF ITEMS SENT BY MAIL.  Any notice required or 
desired to be given to either party shall be in writing and be sent by 
first-class mail, postage prepaid.  Any such notice to the LESSOR shall be 
addressed to it as follows:

                            DOUGLAS W. BRADFORD
                            2694 BISHOP DRIVE
                            SUITE 202
                            SAN RAMON, CALIFORNIA 94583

     Any such notice to the LESSEE shall be addressed to it at 1231 Colusa 
Avenue, Yuba City, California 95991.  The address of either party may be 
changed by written notice thereof to the other party.

     With respect to all notices and all other items, including rental, which 
may be or are required to be sent by mail, registered or otherwise, the 
placing of any such item in the United States mail, being properly addressed, 
postage prepaid by the sender, shall constitute delivery to the other party 
unless other provisions of this Lease specifically state to the contrary as 
to what constitutes delivery of said item.

     37.  CAPTIONS.  Any headings preceding the text of the several 
paragraphs and subparagraphs hereof are inserted solely for convenience of 
reference and shall not constitute a part of this Lease, nor shall they 
affect its meaning, construction or effect.

     38.  ADVANCE POSSESSION FOR FIXTURE INSTALLATION.  Provided LESSEE shall 
have taken out and is then maintaining, in full force and effect, all 
insurance required to be provided by LESSEE hereunder, LESSEE shall have the 
privilege rent free of entering 

                                     -70-

the premises for the purpose of installing its store and trade fixtures, 
storing its first items of equipment and otherwise preparing the premises for 
LESSEE'S occupancy prior to the rent commencement date.

     When the performance of the LESSOR'S work has proceeded to the point 
where LESSEE can commence any portion of its work and the installation of 
LESSEE'S trade fixtures, furniture and equipment in the premises, in 
accordance with good construction practice together with adequate security of 
the premises, be commenced, LESSOR shall notify LESSEE to that effect.  
LESSEE agrees to install its trade fixtures and equipment in the premises in 
a prompt and expeditious manner so as not to delay LESSOR in readying the 
premises for occupancy at the earliest possible date referred to hereinabove.

     LESSEE further agrees not to engage any persons in the 
installation of such fixtures and equipment which would result in 
a work stoppage by employees of the general contractor or any 
subcontractor engaged readying the premises for occupancy.

     39.  SUBORDINATION.  LESSEE agrees that this Lease shall be subordinate 
to any mortgage that may hereafter be placed upon the premises and to all 
renewals and extensions thereof provided that a) the mortgagee named in such 
mortgage shall agree to recognize this Lease in the event of foreclosure if 
the LESSEE is not then in default, b) in the event the premises are damaged 
or destroyed at a time when neither LESSOR nor LESSEE are in default under 
the terms of this Lease, and LESSOR is not in default under the terms

                                     -71-

of any such mortgage, any insurance proceeds that are available under the 
insurance policy(s) hereinabove required to be maintained under paragraph 16 
are first applied to repair, replace or rebuild the premises so damaged or 
destroyed, if LESSOR and/or LESSEE under the terms of paragraph 17 above, 
either are required to elect to repair, replace or rebuild the premises, and 
c) any proceeds from condemnation awarded to LESSEE and/or its sublessee 
under paragraph 17.1 and paragraph 18 above shall be the sole property of 
LESSEE and/or its sublessee. If requested by LESSOR to do so, LESSEE shall 
execute and deliver to any prospective lender of LESSOR, an Estoppel 
Certificate which shall, to the extent applicable at the time of such 
request, be in the form of Exhibit "C" attached hereto and made a part hereof.

     40.  BINDING EFFECT.  This agreement shall be binding upon and shall 
inure to the benefit of the parties hereto, their heirs, executors, 
administrators, successors and assigns.

     41.  MERGER.  This agreement contains the entire agreement of the 
parties hereto, both written and oral, and shall not be amended, altered or 
otherwise modified except in writing signed by the parties.

     42.  TIME.  Time is of the essence in the performance of all obligations 
of LESSOR and LESSEE hereunder for which a time of performance is specified.

     43.  CHOICE OF LAWS.  This agreement shall be construed under
         and in accordance with the laws of the State of California, and

                                     -72-

all obligations of the parties created hereunder are performable 
in Butte County, California.

     44.  EXCLUSION FROM GROSS SALES.  Notwithstanding any contrary provision 
in this lease, for the purpose of calculating the percentage rent payable 
hereunder, no portion of the retail price of tickets or shares sold at the 
leased premises pursuant to the California State Lottery Act in connection 
with any Lottery Game authorized by the California State Lottery Commission 
shall be included  in the determination of the amount of sales made at said 
premises. PROVIDED, however, that if the portion of the retail price of  such 
tickets or shares which LESSEE is entitled to retain ("LESSEE'S COMMISSION") 
is increased to a portion in excess of five percent (5%) of the retail price 
thereof, then LESSOR may, at its expense, perform an investigation to 
determine whether, after consideration of LESSEE'S costs of administering the 
sale of such lottery tickets or shares, LESSEE enjoys a net profit on such 
sales. LESSEE shall be entitled to participate in such investigation. If it 
is determined that such a profit is being achieved, the portion of LESSEE'S 
COMMISSION which results in such profit shall be included in gross sales, 
commencing on the first day of the first month after such determination is 
made, for the purpose of calculating the percentage rent payable hereunder.

     45.  SUBDIVISION OF SHOPPING CENTER.  LESSEE agrees that LESSEE will 
cooperate with LESSOR should LESSOR determine to cause to be recorded a 
subdivision or parcel map for the Shopping

                                     -73-

Center; the expense of such subdivision or parcel map to be that of LESSOR 
and subject to approval of LESSEE, which approval shall not be unreasonably 
withheld if documentation is presented to LESSEE including a reciprocal 
easement agreement which provides terms such that there is provided provision 
for common management of the Shopping Center, mutual easements between the 
parties as required for the operation of the Shopping Center, and 
restrictions consistent with the terms of this Lease. provided, however, 
that no such reciprocal easement agreement shall have the effect of relieving 
LESSOR of its duties hereunder, except that performance of such duties by any 
other person shall, to that extent, constitute performance by LESSOR of such 
duties.

     46.  RECIPROCAL EASEMENT AGREEMENT.  LESSEE agrees to review and not 
unreasonably withhold execution of a reciprocal easement agreement ("REA") 
suitable for placing, of record, provision for mutual easements for use of 
the common area, provisions for management should ownership of portions of 
the Shopping Center be separated, and provisions for restrictions upon use 
consistent with the provisions of this Lease.  The obligation of LESSEE to 
approve and join in the execution of any such REA is further subject to the 
requirement that the terms and provisions thereof are such as to fully 
protect LESSEE'S rights under this Lease, and not to impose any additional 
obligations or costs on LESSEE.  Such REA shall further provide that LESSEE 
shall be a required party to any subsequent modification or termination of 
such REA.

                                     -74-

     47.  SALE OF PREMISES BY LESSOR.  In the event of any sale, exchange, 
or other transfer of the premises by LESSOR of this Lease, LESSOR shall be 
entirely relieved of all liability under the terms, covenants and conditions 
set forth in this Lease arising out of any act or omission occurring after 
assignment of this Lease provided that the assignee assumes, in a writing 
delivered to LESSEE, LESSOR'S covenants and obligations arising after the 
date of such assignment.  LESSEE shall attorn to such new LESSOR.  Upon ten 
(10) days prior written notice from LESSOR, LESSEE shall, from time to time, 
execute and deliver to LESSOR or any person designated by LESSOR, an estoppel 
certificate stating the current status of the material provisions of this 
Lease.  Any such statement may be relied upon by any purchaser or other 
transferee of the premises.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as 
of the date and year first above written.

                                      LESSOR

                                      /s/ Douglas W. Bradford
                                      __________________________________
                                      Douglas W. Bradford

                                      LESSEE

                                      NETCO FOODS, INC.,
                                      a California corporation

                                         /s/ Steve G. Nettleton
                                      By________________________________
                                        Steve G. Nettleton, President

                                     -75-

     The commencement date of this Lease, as provided in paragraph ______, 
page ____ hereof, is agreed to be the ___ day of _______________, 198_.

                                      LESSOR

                                      __________________________________
                                      Douglas W. Bradford

                                      LESSEE

                                      NETCO FOODS, INC.,
                                      a California corporation

                                      By________________________________
                                      Steve G. Nettleton, President

                                     -76-

STATE OF CALIFORNIA  )
                     ) ss.
COUNTY OF ___________)

         On this the _____ day of _______________19__, before me,
the undersigned Notary Public in and for said State, personally 
appeared DOUGLAS W. BRADFORD, personally known to me or proved to 
me on the basis of satisfactory evidence, to be be the person who 
executed the within instrument and acknowledged to me that he 
executed the same.

         WITNESS my hand and official seal.

                                    ____________________________
                                          NOTARY PUBLIC

STATE OF CALIFORNIA  )
                     ) ss.
COUNTY OF____________)
         
         On this the _____ day of _______________, 198_, before me, 
the undersigned Notary Public in and for said State, personally 
appeared STEVE G. NETTLETON, personally known to me (or proved to 
me on the basis of satisfactory evidence) to be the person who 
executed the within instrument as President of NETCO FOODS, INC., 
on behalf of said corporation, and acknowledged to me that the 
corporation executed the same.

        WITNESS my hand and official seal.

                                    ____________________________
                                          NOTARY PUBLIC

                                 -77-

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                                 [DIAGRAM]

                                 [DIAGRAM]

                                 [DIAGRAM]

                                 [DIAGRAM]

                                 [DIAGRAM]

                               DOOR SCHEDULE

AUTOMATIC ENTRANCE             -  Stanley automatic doors, Dura Glide
DOORS                             2000.  Bi-part package with transom and
                                  fixed sidelight door package #2272.

STORAGE                        -  Openings 5'0" or wider:  to be 2
                                  double-acting alum. doors with vision
                                  panels and jam guards.

                               -  Openings 4'0" wide:  to be 2 double-
                                  acting alum. doors with vision panels.

                               -  Openings 3'0" and narrower:  to be
                                  single double-acting door with vision
                                  panel.

RESTROOMS                      -  Solid-core wood doors.  If restrooms
                                  are handicap restrooms, doors must meet
                                  code.

OFFICES                        -  Solid-core wood doors.

MEAT PROCESSING                -  N.I.C.

EMPLOYEES' LOUNGE              -  If door is indicated on plan, use
                                  double alum. door with vision panels.

SINGLE DOOR RECEIVING          -  1 3/4" thick 16 Ga. steel door with
                                  lock bar.

INCIN. FEED ROOM               -  1 3/4" thick 2 Hr. rated steel fire
                                  door with fuse link.

REAR RECEIVING                 -  20 Ga. roll-up slat door or 1 3/4"
                                  thick 16 Ga. steel doors with lock bars.

BUILDING OPENINGS FOR          -  8'0" wide x 10'0" high masonry
OUTSIDE COOLER AND                openings.
FREEZER

BAKE-OFF                       -  2 double-acting alum. doors with vision
                                  panels.

MECH. ROOM                     -  1 3/4" thick 16 Ga. steel doors with
                                  lock bars.

NOTE:     1.  Sizes of doors as indicated on Lessee's fixture layout.
          2.  Steel receiving doors to the outside swinging in or out
              should be provided with adjustable sweeps.  No thresholds
              are to be installed on these doors.
          3.  Building opening dimensions are for 14'0" coolers with
              6' x 9' doors.  Smaller coolers with smaller doors will
              need smaller openings.

                                [DIAGRAM]

                                 [DIAGRAM]

                                 [DIAGRAM]

                                 [DIAGRAM]

                            ESTOPPEL CERTIFICATE

REAL PROPERTY:  SEE LEGAL DESCRIPTION (attached hereto as Exhibit "l" and 
                made a part hereof)

LEASE:          BUILD AND LEASE AGREEMENT dated ______________ (attached 
                hereto as Exhibit "2" and made a part hereof)

PARTIES:        LESSOR: ______________________________________

                LESSEE:    NETCO FOODS, INC., a California corporation

     The undersigned, as LESSEE, hereby confirms the following:

     1.  ____________________________________ ("MORTGAGEE") has advised 
LESSEE that it proposes to make a mortgage loan to _______________________, 
a California Limited Partnership ("LESSOR"), to be secured by a Mortgage or 
Deed of Trust covering the aforesaid tract of land and all of LESSOR'S 
improvements thereon and a security interest in all of the LESSOR'S personal 
property thereon or used in connection therewith and to be further secured by 
assignment of said Lease Agreement. MORTGAGEE has further advised LESSEE that 
LESSOR has entered into a written agreement pursuant to which it will assign 
all of its

                                      -1-

                                  EXHIBIT "C"

rights, title, and interest in said Lease Agreement and the said REAL 
PROPERTY of which the leasehold is a part, to MORTGAGEE. LESSEE hereby 
consents to the aforementioned assignment of said Lease Agreement, by the 
LESSOR to MORTGAGEE as security for the mortgage loan, to be made with the 
understanding that the personal property of the LESSEE or of its sublessee 
shall not be subject to or liable to levy or distress or any legal process 
whatsoever for the collection of any amount becoming payable to MORTGAGEE in 
connection with said mortgage loan.

    2.    LESSEE has entered into a certain Lease Agreement with respect to 
the above described real estate.

    3.    The improvements and space required to be furnished according to 
the terms of said Lease Agreement have yet to be constructed and furnished in 
accordance with said Lease Agreement, and upon completion of said 
improvements and space, LESSEE shall furnish to MORTGAGEE, LESSEE'S punch 
list, to be marked Exhibit "3" and to be attached hereto and to be 
incorporated herein at that time.

    4.    Said Lease Agreement has not been modified, altered or amended or 
assigned except as hereinabove referenced.

    5.    There are no off-sets or credits against rental as of this date, 
except as may be set forth in Exhibit "4" attached hereto and incorporated 
herein, nor have rentals been prepaid except as provided by the terms of said 
Lease Agreement.

    6.    Rentals commence to accrue on the Commencement Date endorsed at the 
end of said Lease Agreement unless a Rent Com-

                                      -2-

mencement Date appears at paragraph 6.A.(1) of said Lease Agreement.  
The primary lease term expires twenty (20) years from the  Commencement Date 
set forth in paragraph 4 of said Lease Agreement. Minimum monthly 
installments of rent (excluding additional rent provided in Paragraph 6B) of 
said Lease Agreement are as set forth in said Lease Agreement.

    7.    LESSEE has no notice of a prior assignment, hypothecation or 
pledge of rents or said Lease Agreement, except as herein referenced.

    8.    LESSEE agrees that in the event of a default by said LESSOR in the 
performance of any obligation to be performed by said LESSOR under said Lease 
Agreement, LESSEE will, prior to terminating said Lease Agreement, or 
exercising any other remedies available to it thereunder, provide MORTGAGEE a 
copy of any and all notices of default sent to LESSOR, wherein MORTGAGEES hall 
have the same rights and privileges, but not the obligation, of LESSOR to 
cure said defaults of LESSOR under the terms of said Lease Agreement.

    9.    LESSEE agrees that upon proper written notification from MORTGAGEE 
of a default by LESSOR in the payment of LESSOR'S indebtedness to MORTGAGEE, 
and upon LESSEE'S receipt of a presently effective assignment of said lease 
(or the rents becoming due thereunder) to MORTGAGEE, executed by LESSOR, 
that LESSEE will thereafter pay all subsequent installments of rent 
thereinafter coming due under said Lease Agreement, to MORTGAGEE, as the 
holder of the indebtedness, so long as (a) MORTGAGEE, as holder,

                                     -3-

together with LESSOR, agree to hold LESSEE and its sublessee harmless from 
any liability and for all costs, including reasonable attorney's fees, that 
may be incurred on the part of LESSEE or its sublessee to protect its 
leasehold interest rights under said Lease Agreement arising and due to any 
dispute between MORTGAGEE, as holder, and LESSOR on any contestment as to the 
rents or on any foreclosure proceedings and (b) MORTGAGEE has provided such 
reasonable legal documentation as LESSEE may request from MORTGAGEE.

    10.   Said Lease Agreement shall be subject and subordinate to the 
lien of MORTGAGEE'S mortgage referred to above to the full extent of the 
principal sum secured thereby and interest thereon, and to all renewals, 
modifications, consolidations, replacements and extensions thereof so long as 
MORTGAGEE first provides to LESSEE a written agreement that provides as 
follows:

         (i)  As long as LESSEE performs its obligations under the Lease 
     Agreement, no foreclosure of, deed given in lieu of foreclosure of, or 
     sale under MORTGAGEE'S mortgage, and no steps or procedures taken under 
     said mortgage shall affect LESSEE'S rights under the Lease Agreement.

        (ii)  The provisions of said Lease Agreement concerning repair, 
     replacements, rebuilding, due to damage or destruction, of the premises 
     (and any other building or buildings or other improvements in the shopping 
     center, if any, of which the demised premises is a part) shall prevail over
     any conflicting provisions in the mortgage, and the proceeds of any

                                     -4-

     insurance carried by LESSOR which cover such damage or destruction shall 
     be available for such repair, replacement, or rebuilding notwithstanding 
     any contrary provisions in said mortgage; provided, however that MORTGAGEE 
     shall have the right to hold and disburse any such insurance proceeds for 
     the purpose of accomplishing such repair, replacement, or rebuilding, to 
     the extent provided for in the mortgage.

       (iii)  The provisions of said Lease Agreement and this Estoppel 
     Certificate concerning the disposition of any condemnation award shall 
     prevail over any conflicting provisions in the mortgage.

        (iv)  MORTGAGEE agrees that LESSEE shall not be bound by any renewal, 
     modification, consolidation, or replacement of said mortgage unless and 
     until LESSEE has received written notice and a copy thereof.

    11.   In the event MORTGAGEE succeeds to the interest of LESSOR under 
said Lease Agreement, during the original or any renewed term of said Lease 
Agreement, LESSEE agrees to attorn to MORTGAGEE, or any party lawfully 
representing its interest or acting for its benefit (so long as LESSEE has 
received prior written notice of the fact that any such party is representing 
MORTGAGEE'S interest or acting for MORTGAGEE'S benefit) and that such party 
has agreed to be bound by and to accept the responsibilities and obligations 
of said Lease Agreement, and to be bound by, and perform all of the 
obligations and conditions imposed upon LESSOR by said Lease Agreement.

                                      -5-

    12.   In the event MORTGAGEE succeeds to the interest of LESSOR under 
said Lease Agreement, as a result of any foreclosure on said mortgage by 
MORTGAGEE, LESSEE agrees that MORTGAGEE shall not be bound by any rent which 
LESSEE might have paid for more than the current month to LESSOR or any other 
lessor prior to MORTGAGEE, which payments were made subsequent to LESSEE'S 
receipt of written notice of the date on which MORTGAGEE succeeded to 
LESSOR'S interest under said Lease Agreement.

    13.   Except for the amendments, modifications, and assignment stated 
above, if any, LESSEE agrees that MORTGAGEE shall not be bound by any other 
amendment, modification, or assignment of said Lease Agreement, made without 
its consent, unless such consent is unreasonably withheld in which case this 
Paragraph 13 shall be null and void.

    14.   This Estoppel Certificate shall not be effective and binding upon 
LESSEE until such time as LESSEE receives written notification from MORTGAGEE 
that MORTGAGEE has made said mortgage loan to LESSOR and the date on which 
said mortgage loan was made.  The subordination provisions of Paragraph 10 
hereof shall not be effective unless and until LESSEE receives the written 
agreement of MORTGAGEE which is described in Paragraph 10 hereof.

    15.   This Estoppel Certificate shall not be binding upon LESSEE as 
regards any subsequent successors or assigns of MORTGAGEE unless LESSEE is 
first notified in writing and consents to be bound.

                                      -6-

    16.   Except as hereinabove set forth, LESSEE does not waive, alter, 
amend, or otherwise modify any rights or remedies it has under said Lease 
Agreement.

    17.   The representations and agreements herein contained shall be 
binding upon the LESSEE and LESSEE'S respective successors and assigns and 
shall inure to the benefit of MORTGAGEE, as holder of the indebtedness 
secured by assignment of said Lease Agreement.

    Dated this 25th day of May 1988.

                                  NETCO FOODS, INC.,
                                  a California corporation

                                  By /s/ Steve G. Nettleton
                                     ---------------------------------------
                                     Steve G. Nettletton, President

                                     -7-

         DESCRIPTION
         
         ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE STATE OF 
         CALIFORNIA, COUNTY OF BUTTE, CITY OF CHICO, DESCRIBED AS FOLLOWS:
         
         
         LOT 4, AS SHOWN ON THAT CERTAIN MAP ENTITLED, "CHICO INDUSTRIAL 
         SUBDIVISION", WHICH MAP WAS RECORDED IN THE OFFICE OF THE 
         RECORDER OF THE COUNTY OF BUTTE, STATE OF CALIFORNIA, ON JULY 6, 
         1965, IN BOOK 34 OF MAPS, AT PAGE(S) 7, 8 AND 9.
         
         EXCEPTING THEREFROM THAT PORTION DEEDED TO THE STATE OF 
         CALIFORNIA, DESCRIBED AS FOLLOWS:
         
         BEGINNING AT A POINT WHICH IS THE INTERSECTION OF THE EAST LINE 
         OF LOT 2, AS SHOWN ON SAID MAP, WITH THE WESTERLY LINE OF STATE
         HIGHWAY ROUTE 99, SAID POINT BEING DISTANT 90.00 FEET
         SOUTHWESTERLY MEASURED AT A RIGHT ANGLE FROM THE BASE LINE AT 
         ENGINEER'S STATION (C-1) 488+87.54 OF THE DEPARTMENT OF PUBLIC 
         WORKS SURVEY ON ROAD 03-BUT-99 FROM POST MILE 30.0 TO 37.3;
         THENCE FROM SAID POINT OF BEGINNING NORTH 32 DEG. 24' 21" WEST,
         718.93 FEET; THENCE ALONG A TANGENT CURVE TO THE LEFT, HAVING A
         RADIUS OF 2940.00 FEET, THROUGH AN ANGLE OF 2 DEG. 25' 14", AN
         ARC DISTANCE OF 124.21 FEET TO A POINT OF COMPOUND CURVE; THENCE 
         ON A CURVE TO THE LEFT, WITH A RADIUS OF 815.00 FEET, THROUGH AN 
         ANGLE OF 25 DEG. 39' 46", AN ARC DISTANCE OF 365.04 FEET; THENCE 
         NORTH 60 DEG. 29' 31" WEST, 603.28 FEET; THENCE NORTH 85 DEG. 37' 
         47" WEST, 152.81 FEET; THENCE SOUTH 80 DEG. 00' 30" WEST, 188.24 
         FEET TO A POINT ON THE SOUTH LINE OF 20TH STREET, AS SHOWN ON 
         SAID MAP OF "CHICO INDUSTRIAL PARK"; THENCE ALONG SAID SOUTH LINE 
         OF 20TH STREET ON A CURVE TO THE LEFT, TANGENT TO A LINE BEARING 
         NORTH 79 DEG. 40' 52" EAST, HAVING A RADIUS OF 642.00 FEET,
         THROUGH AN ANGLE OF 15 DEG. 22' 20", AN ARC DISTANCE OF 172.25
         FEET; THENCE CONTINUING ALONG SOUTH LINE OF 20TH STREET, SOUTH 30 
         DEG. 29' 31" EAST, 2.33 FEET; THENCE NORTH 68 DEG. 31' 52" EAST,
         114.77 FEET; THENCE NORTH 64 DEG. 28' 40" EAST, 461.74 FEET TO
         THE INTERSECTION OF THE SOUTHERLY LINE OF SAID 20TH STREET WITH
         THE WESTERLY LINE OF STATE HIGHWAY ROUTE 99; THENCE ALONG SAID 
         WESTERLY LIKE SOUTH 30 DEG. 29' 31" EAST, 1766.67 FEET TO THE
         POINT OF BEGINNING.
         
         ALSO EXCEPTING ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON 
         SUBSTANCES BELOW A DEPTH OF 500 FEET AND ALL GEOTHERMAL RIGHTS 
         BELOW A DEPTH OF 250 FEET OF SAID REAL PROPERTY WITHOUT THE RIGHT 
         OF SURFACE ENTRY.
         
         ALSO EXCEPTING THEREFROM THOSE PORTIONS DEEDED TO THE CITY OF 
         CHICO, BY DEEDS RECORDED APRIL 28, 1980, IN BOOK 2510, PAGE 195, 
         OFFICIAL RECORDS, AND RECORDED MAY 15, 1980, IN BOOK 1515 PAGE
         276, OFFICIAL RECORDS.

         DESCRIPTION
         
         ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE STATE OF 
         CALIFORNIA, COUNTY OF BUTTE, CITY OF CHICO, DESCRIBED AS FOLLOWS:
         
         L0T 9, AS SHOWN ON THAT CERTAIN MAP ENTITLED, "CHICO INDUSTRIAL 
         SUBDIVISION", WHICH MAP WAS RECORDED IN THE OFFICE OF THE 
         RECORDER OF THE COUNTY OF BUTTE, STATE OF CALIFORNIA, ON JULY 6, 
         1965, IN BOOK 34 OF MAPS, AT PAGE(S) 7, 8 AND 9.
         
         EXCEPTING THEREFROM THAT PORTION DEEDED TO THE STATE OF 
         CALIFORNIA, DESCRIBED AS FOLLOWS:
         
         BEGINNING AT A POINT WHICH IS THE INTERSECTION OF THE EAST LINE 
         OF LOT 2, AS SHOWN ON SAID MAP, WITH THE WESTERLY LINE OF STATE 
         HIGHWAY ROUTE 99, SAID POINT BEING DISTANT 90.00 FEET 
         SOUTHWESTERLY MEASURED AT A RIGHT ANGLE FROM THE BASE LINE AT 
         ENGINEER'S STATION (C-1) 488+87.54 OF THE DEPARTMENT OF PUBLIC 
         WORKS SURVEY ON ROAD 03-BUT-99 FROM POST MILE 30.0 TO 37.3; 
         THENCE FROM SAID POINT OF BEGINNING NORTH 32 DEG. 24' 21" WEST, 
         718-93 FEET; THENCE ALONG A TANGENT CURVE TO THE LEFT, HAVING A 
         RADIUS OF 2940.00 FEET, THROUGH AN ANGLE OF 2 DEG. 25' 14", AN 
         ARC DISTANCE OF 124.21 FEET TO A POINT OF COMPOUND CURVE; THENCE 
         ON A CURVE TO THE LEFT, WITH A RADIUS OF 815.00 FEET, THROUGH AN 
         ANGLE OF 25 DEG. 39' 46", AN ARC DISTANCE OF 365.04 FEET; THENCE 
         NORTH 60 DEG. 29' 31" WEST, 603.28 FEET; THENCE NORTH 85 DEG. 37' 
         47" WEST, 152.81 FEET; THENCE SOUTH 80 DEG. 00' 30" WEST, 188.24 
         FEET TO A POINT ON THE SOUTH LINE OF 20TH STREET, AS SHOWN ON 
         SAID MAP OF "CHICO INDUSTRIAL PARK"; THENCE ALONG SAID SOUTH LINE 
         OF 20TH STREET ON A CURVE TO THE LEFT, TANGENT TO A LINE BEARING 
         NORTH 79 DEG. 40' 52" EAST, HAVING A RADIUS OF 642.00 FEET, 
         THROUGH AN ANGLE OF 15 DEG. 22' 20", AN ARC DISTANCE OF 172.25 
         FEET; THENCE CONTINUING ALONG SOUTH LINE OF 20TH STREET, SOUTH 30 
         DEG. 29' 31" EAST, 2.33 FEET; THENCE NORTH 68 DEG. 31' 52" EAST,
         114.77 FEET; THENCE NORTH 64 DEG. 28' 40" EAST, 461.74 FEET TO
         THE INTERSECTION OF THE SOUTHERLY LINE OF SAID 20TH STREET WITH 
         THE WESTERLY LINE OF STATE HIGHWAY ROUTE 99; THENCE ALONG SAID 
         WESTERLY LINE SOUTH 30 DEG. 29' 31" EAST, 1766.67 FEET TO THE 
         POINT OF BEGINNING.
         
         ALSO EXCEPTING ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON 
         SUBSTANCES BELOW A DEPTH OF 500 FEET AND ALL GEOTHERMAL RIGHTS 
         BELOW A DEPTH OF 250 FEET OF SAID REAL PROPERTY WITHOUT THE RIGHT 
         OF SURFACE ENTRY.
         
         ALSO EXCEPTING THEREFROM THOSE PORTIONS DEEDED TO THE CITY OF 
         CHICO, BY DEEDS RECORDED APRIL 28, 1980, IN BOOK 2510, PAGE 195, 
         OFFICIAL RECORDS, AND RECORDED MAY 15, 1980, IN BOOK 1515, PAGE 
         276, OFFICIAL RECORDS.

         DESCRIPTION
         
         ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE STATE OF 
         CALIFORNIA, COUNTY OF BUTTE, CITY OF CHICO, DESCRIBED AS FOLLOWS:
         
         
         L0T 9, AS SHOWN ON THAT CERTAIN MAP ENTITLED, "CHICO INDUSTRIAL 
         SUBDIVISION", WHICH MAP WAS RECORDED IN THE OFFICE OF THE 
         RECORDER OF THE COUNTY OF BUTTE, STATE OF CALIFORNIA, ON JULY 6, 
         1965, IN BOOK 34 OF MAPS, AT PAGE(S) 7, 8 AND 9.
         
         EXCEPTING THEREFROM THAT PORTION DEEDED TO THE STATE OF 
         CALIFORNIA, DESCRIBED AS FOLLOWS:
         
         BEGINNING AT A POINT WHICH IS THE INTERSECTION OF THE EAST LINE 
         OF LOT 2, AS SHOWN ON SAID MAP, WITH THE WESTERLY LINE OF STATE 
         HIGHWAY ROUTE 99, SAID POINT BEING DISTANT 90.00 FEET 
         SOUTHWESTERLY MEASURED AT A RIGHT ANGLE FROM THE BASE LINE AT 
         ENGINEER'S STATION (C-1) 488+87.54 OF THE DEPARTMENT OF PUBLIC 
         WORKS SURVEY ON ROAD 03-BUT-99 FROM POST MILE 30.0 TO 37.3;
         THENCE FROM SAID POINT OF BEGINNING NORTH 32 DEG. 24' 21" WEST,
         718.93 FEET; THENCE ALONG A TANGENT CURVE TO THE LEFT, HAVING A
         RADIUS OF 2940.00 FEET, THROUGH AN ANGLE OF 2 DEG. 25' 14", AN
         ARC DISTANCE OF 124.21 FEET TO A POINT OF COMPOUND CURVE; THENCE 
         ON A CURVE TO THE LEFT, WITH A RADIUS OF 815.00 FEET, THROUGH AN 
         ANGLE OF 25 DEG. 39' 46", AN ARC DISTANCE OF 365.04 FEET; THENCE 
         NORTH 60 DEG. 29' 31" WEST, 603.28 FEET: THENCE NORTH 85 DEG. 37' 
         47" WEST, 152.81 FEET; THENCE SOUTH 80 DEG. 00' 30" WEST, 188.24 
         FEET TO A POINT ON THE SOUTH LINE OF 20TH STREET, AS SHOWN ON 
         SAID MAP OF "CHICO INDUSTRIAL PARK"; THENCE ALONG SAID SOUTH LINE 
         OF 20TH STREET ON A CURVE TO THE LEFT, TANGENT TO A LINE BEARING 
         NORTH 79 DEG. 40' 52" EAST, HAVING A RADIUS OF 642.00 FEET, 
         THROUGH AN ANGLE OF 15 DEG. 22' 20", AN ARC DISTANCE OF 172.25 
         FEET; THENCE CONTINUING ALONG SOUTH LINE 0F 20TH STREET, SOUTH 30 
         DEG. 29' 31" EAST, 2.33 FEET; THENCE NORTH 68 DEG. 31' 52" EAST, 
         114.77 FEET; THENCE NORTH 64 DEG. 28' 40" EAST, 461.74 FEET TO 
         THE INTERSECTION OF THE SOUTHERLY LINE OF SAID 20TH STREET WITH 
         THE WESTERLY LINE OF STATE HIGHWAY ROUTE 99; THENCE ALONG SAID 
         WESTERLY LINE SOUTH 30 DEG. 29' 31" EAST, 1766.67 FEET TO THE 
         POINT OF BEGINNING.
         
         ALSO EXCEPTING ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON 
         SUBSTANCES BELOW A DEPTH OF 500 FEET AND ALL GEOTHERMAL RIGHTS 
         BELOW A DEPTH OF 250 FEET OF SAID REAL PROPERTY WITHOUT THE RIGHT 
         OF SURFACE ENTRY.
         
         ALSO EXCEPTING THEREFROM THOSE PORTIONS DEEDED TO THE CITY OF 
         CHICO, BY DEEDS RECORDED APRIL 28, 1980, IN BOOK 2510, PAGE 195, 
         OFFICIAL RECORDS, AND RECORDED MAY 15, 1980, IN BOOK 1515, PAGE 
         276, OFFICIAL RECORDS.

         DESCRIPTION

         ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE STATE OF 
         CALIFORNIA, COUNTY OF BUTTE, CITY OF CHICO, DESCRIBED AS FOLLOWS:
         
         
         LOT 4, AS SHOWN ON THAT CERTAIN MAP ENTITLED, "CHICO INDUSTRIAL 
         SUBDIVISION", WHICH MAP WAS RECORDED IN THE OFFICE OF THE 
         RECORDER OF THE COUNTY OF BUTTE, STATE OF CALIFORNIA, ON JULY 6, 
         1965, IN BOOK 34 OF MAPS, AT PAGE(S) 7, 8 AND 9.
         
         EXCEPTING THEREFROM THAT PORTION DEEDED TO THE STATE OF 
         CALIFORNIA, DESCRIBED AS FOLLOWS:
         
         BEGINNING AT A POINT WHICH IS THE INTERSECTION OF THE EAST LINE 
         OF LOT 2, AS SHOWN ON SAID MAP, WITH THE WESTERLY LINE OF STATE 
         HIGHWAY ROUTE 99, SAID POINT BEING DISTANT 90.00 FEET 
         SOUTHWESTERLY MEASURED AT A RIGHT ANGLE FROM THE BASE LINE AT 
         ENGINEER'S STATION (C-1) 488+87.54 OF THE DEPARTMENT OF PUBLIC 
         WORKS SURVEY ON ROAD 03-BUT-99 FROM POST MILE 30.0 TO 37.3;
         THENCE FROM SAID POINT OF BEGINNING NORTH 32 DEG. 24' 21" WEST,
         718.93 FEET; THENCE ALONG A TANGENT CURVE TO THE LEFT, HAVING A
         RADIUS OF 2940.00 FEET, THROUGH AN ANGLE OF 2 DEG. 25' 14", AN
         ARC DISTANCE OF 124.21 FEET TO A POINT OF COMPOUND CURVE; THENCE 
         ON A CURVE TO THE LEFT, WITH A RADIUS OF 815.00 FEET, THROUGH AN 
         ANGLE OF 25 DEG. 39' 46", AN ARC DISTANCE OF 365.04 FEET; THENCE 
         NORTH 60 DEG. 29' 31" WEST, 603.28 FEET; THENCE NORTH 85 DEG. 37' 
         47" WEST, 152.81 FEET; THENCE SOUTH 80 DEG. 00' 30" WEST, 188.24 
         FEET TO A POINT ON THE SOUTH LINE OF 20TH STREET, AS SHOWN ON 
         SAID MAP OF "CHICO INDUSTRIAL PARK"; THENCE ALONG SAID SOUTH LINE 
         OF 20TH STREET ON A CURVE TO THE LEFT, TANGENT TO A LINE BEARING 
         NORTH 79 DEG. 40' 52" EAST, HAVING A RADIUS OF 642.00 FEET, 
         THROUGH AN ANGLE OF 15 DEG. 22' 20", AN ARC DISTANCE OF 172.25 
         FEET; THENCE CONTINUING ALONG SOUTH LINE OF 20TH STREET, SOUTH 30 
         DEG. 29' 31" EAST, 2.33 FEET; THENCE NORTH 68 DEG. 31' 52" EAST, 
         114.77 FEET; THENCE NORTH 64 DEG. 28' 40" EAST, 461.74 FEET TO 
         THE INTERSECTION OF THE SOUTHERLY LINE OF SAID 20TH STREET WITH 
         THE WESTERLY LINE OF STATE HIGHWAY ROUTE 99; THENCE ALONG SAID 
         WESTERLY LINE SOUTH 30 DEG. 29' 31" EAST, 1766.67 FEET TO THE 
         POINT OF BEGINNING.
         
         ALSO EXCEPTING ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON 
         SUBSTANCES BELOW A DEPTH OF 500 FEET AND ALL GEOTHERMAL RIGHTS 
         BELOW A DEPTH OF 250 FEET OF SAID REAL PROPERTY WITHOUT THE RIGHT
         OF SURFACE ENTRY.
         
         ALSO EXCEPTING THEREFROM THOSE PORTIONS DEEDED TO THE CITY OF 
         CHICO, BY DEEDS RECORDED APRIL 28, 1980, IN BOOK 2510, PAGE 195, 
         OFFICIAL RECORDS, AND RECORDED MAY 15, 1980, IN BOOK 1515, PAGE
         276, OFFICIAL RECORDS.

         RECORDING REQUESTED BY:
         
         William R. Foley, Esq.
         File No. 4396.01
         
         WHEN RECORDED, RETURN TO:
         
         William R. Foley, Esq.
         FOLEY, MC INTOSH & FOLEY
         Professional Corporation
         P. 0. Box 6247
         Albany, CA        94706
         
         
                                 MEMORANDUM OF LEASE

         

            This memorandum of lease is made this 25th day of May,
         1988 between DOUGLAS W. BRADFORD ("LESSOR") and NETCO FOODS, 
         INC., a California corporation ("LESSEE"), who agree as follows:

              1.   TERM AND PREMISES

              LESSOR leases to LESSEE and LESSEE leases from LESSOR a 
         building to be constructed, to contain approximately 54,239 
         square feet, which building will be situated upon and constitut-
         ing a part of, the shopping center which is or will be located
         upon the real property situated in the County of Butte, Califor-
                   shopping center
         nia, which/is more particularly described on Exhibit "A" attached 
         hereto and made a part hereof, for an initial term of twenty (20) 
         years, commencing on the earlier of the first day the premises 
         are opened for business or forty-five (45) days following notice 
         of completion of construction of the premises, as is more fully 
         set forth in paragraph 4 of the lease.  The lease term is subject 
         to extension by LESSEE in accordance with the terms of the lease

                                       -1-

                                       Exhibit E

         between the parties, which lease is entitled "BUILD AND LEASE
         AGREEMENT" and is dated ________________. Each and all of the
         provisions of the said lease are incorporated into this memo-
         random of lease by this reference.

              2.    PURPOSE OF MEMORANDUM
         
              The purpose of this memorandum of lease is for recordation
         and the notice thereby imparted.  This memorandum of lease does
         not, in any way, modify the provisions of the lease referred to
         above.
         
                                      LESSOR
         
         
                                      ----------------------------------------
                                         Douglas W. Bradford
         
         
                                      LESSEE

                                      NETCO FOODS, INC.,
                                      a California corporation

         
                                      By  /s/ STEVEN G. NETTLETON
                                        --------------------------------------
                                          Steve G. Nettleton6n, President
         
         
                                       -2-

         STATE OF CALIFORNIA       |
                                   |    SS.
         COUNTY OF ______________  |
         
            On this the ___ day of ____________________ 19__ before me, 
         the undersigned Notary Public in and for said State, personally 
         appeared DOUGLAS W. BRADFORD, personally known to me or proved to 
         me on the basis of satisfactory evidence, to be the person who 
         executed the within instrument and acknowledged to me that he 
         executed the same.
         
             WITNESS my hand and official seal.

                                             
                                             ---------------------------------
                                                      NOTARY PUBLIC 

         

         STATE OF CALIFORNIA       |
                                   |    SS.
         COUNTY OF     Sutter      |

             On this the 24th day of May 1988, before me,
         the undersigned Notary Public in and for said State, personally 
         appeared STEVE G. NETTLETON, personally known to me (or proved to 
         me on the basis of satisfactory evidence) to be the person who 
         executed the within instrument as President of NETCO FOODS, INC., 
         on behalf of said corporation, and acknowledged to me that the 
         corporation executed the same.
         
             WITNESS my hand and official seal.

 
                                             ---------------------------------
                                                      NOTARY PUBLIC

         OFFICIAL SEAL

                                       -3- 

Basic Info X:

Name: THIRD AMENDMENT TO BUILD AND LEASE AGREEMENT
Type: Lease
Date: Oct. 1, 1996
Company: BASIC US REIT INC
State: Maryland

Other info:

Date:

  • 8th day of March , 1994
  • June 16 , 1992
  • March 8 , 1994
  • 16th day of JUNE , 1992
  • August 2 , 1988
  • May 25 , 1988
  • MAY 31 , 1992
  • 11 10
  • 13 12
  • 15 13
  • 18 14
  • 20 15
  • summer
  • June 1988
  • May 1989
  • 1 September 1989
  • January 1990
  • February 1990
  • August 1988
  • last day of the twenty 20
  • fifteen 15 days
  • thirty 30
  • first day of the first month
  • 25th day of May 1988
  • JULY 6 , 1965
  • APRIL 28 , 1980
  • MAY 15 , 1980
  • May , 1988
  • 24th day of May 1988

Organization:

  • First Amendment and Second Amendment
  • Petco Animal Supplies , Inc.
  • Circuit City Stores , Inc.
  • CHICO CROSSROADS CENTER
  • County of Butte , State of California
  • HomeTown Buffet , Inc.
  • Shopping Center Common Facilities
  • City of Chico
  • Second Amendment to Lease Agreement
  • Second Amendment to Build and Lease Agreement
  • Blue Giant #
  • the Health Department
  • National Fire Protection Association
  • Fire Insurance Rating Organization Insurance Services Organization
  • State Board of Insurance
  • Fire Insurance Rating Bureau
  • AIR HANDLING UNIT 13.4.1 Air
  • Air Conditioning Systems
  • Air Conditioning Contractors National Association , Inc.
  • National Electrical Code
  • General Electric Type CCB
  • General Electric Type NLTZ
  • California Corporation 20th Street & Whitman Avenue Chico
  • Twenty-Four Thousand Dollars
  • Homeclub , Inc. Homeclub , Inc.
  • American Institute of Real Estate Appraisers
  • Insurance Service Organization
  • the Superior Court of Butte County
  • Federal Reserve Bank of
  • Fifty Thousand Dollars
  • the State of California
  • California State Lottery Commission
  • Deed of Trust
  • MC INTOSH & FOLEY Professional Corporation P. 0

Location:

  • City of Chico
  • Delaware
  • State of California
  • U.L
  • Lessee
  • Texas
  • Lucerne
  • San Francisco
  • LESSOR
  • Colusa Avenue
  • Yuba City
  • United States
  • Butte County
  • Esq
  • Albany
  • County of Butte
  • NETCO

Money:

  • $ 10,000
  • # DB13 bumpers
  • Two Million Dollars
  • $ 24,000.00
  • $ 2,000.00
  • $ 1,000.00
  • $ 379,673.00
  • $ 33,748,711.00
  • $ 37,967,300.00
  • $ 2,000,000.00
  • $ 50,000.00

Person:

  • Jaime Sohacheski
  • A. Douglas W. Bradford
  • Jamie Sohacheski
  • Kathleen P. Nettleton
  • FLEMING
  • Russell Irwin
  • Kohler
  • Crane
  • Wade
  • Steve G. Nettletton
  • William R. Foley
  • STEVEN G. NETTLETON
  • Steve G. Nettleton6n

Time:

  • 11:59 p.m.

Percent:

  • 21-22 %
  • 12 %
  • 50 %
  • 20 %
  • 30 %
  • 1.25 %
  • 1.125 %
  • 1.0 %
  • one hundred percent 100 %
  • ninety percent 90 %
  • one percent
  • 1 %
  • fifteen percent
  • 15 %
  • five percent 5 %