STORE LEASE

                                  STORE LEASE

The Landlord and the Tenant agree to lease the Rental Space for the Term and at
the Rent stated as follows: (The words Landlord and Tenant include all landlords
and all tenants under this lease.)


Landlord:   000-00 Xxxxxxx Xxxxxxxxx Associates, L.P.

Address:    00-00 Xxxxxxxxxxxx Xxxxxx
            Xxxxxxxx, Xxx Xxxx 00000

Tenant:     WESTERN BEEF, XXXXXXX BLVD., INC..

Address:    000-00 Xxxxxxx Xxxx.
            Xxxxxxxxxxx Xxxxxxx, Xxx Xxxx



Rental Space: Approximately 37,000 square feet of ground floor space
constituting the entire underroof area,

In the Building at: 000-00 Xxxxxxx Xxxx., Xxxxxxxxxxx Xxxxxxx, Xxx Xxxx,
together with abutting parking areas, the property being more particularly
described on the Queens County Assessor's Records as Section 53 Block 12494 Xxxx
0, 00 & 00 Xxxxxx 0.


Date of Lease:  February 6, 1990

Term:  20 years, ending June 30, 2015.


Rent: The rent is payable in advance at the Offices of Landlord beginning June
1, 2015 and thereafter on the first day of each and every month in accordance
with the "Schedule of Rents" annexed hereto and made a party hereof.


Security:   none

Insurance : A. Liability - Minimum $5,000,000.00-$10,000,000.00 (See P. 6A)


                                       1


            B. Property/Rental (See P. 6B)

Use of Rental Space - as and for the operation of a Supermarket and no other
purpose.

1.    Possession and Use

      Landlord shall give possession of the Rental Space to Tenant for the Term.
Tenant shall take possession of and use the Rental Space for the purpose stated
above. Tenant may not use the Rental Space for any other purpoe without the
written consent of the Landlord.

      Tenant shall not allow the Rental Space to be used for any unlawful or
hazardous purpose. Tenant is satisfied that the Rental Space is for the Use
stated. Tenant shall obtain and maintain any necessary certificate of occupancy
or other certificate permitting Tenant to use the Rental Space.


      Tenant shall not use the Rental Space in any manner that results in (1) an
increase in the rate of fire or liability insurance or (2) cancellation of any
fire or liability insurance policy on the Rental Space. Tenant shall comply with
all requirements of the insurance companies insuring the Rental Space. Tenant
shall not abandon the Rental Space during the Term of this Lease or permit it to
become vacant for more than sixty (60) continuous days.

2.    Delay in Giving of Possession

      [This section has been intentionally deleted.]

3.    No Assignment or Subletting

      Tenant may not do any of the following without the Landlord's prior
written consent: (a) assign this Lease (if Tenant is a corporation, the sale of
a majority of its shares shall be treated as an assignment), (b) sublet all or
any part of the Rental Space or (c) permit any other person or business to use
the Rental Space.

4.    Rent and Additional Rent

      [This section has been intentionally deleted]


                                       2


5.    Security

      [This section has been intentionally deleted]

6.    Insurance

      A. Liability

      Tenant shall obtain, pay for, and keep in effect for the benefit of
Landlord and Tenant, public liability insurance on the Rental Space. The
insurance company and the broker must be acceptable to the Landlord. This
coverage must be in at least the minimum amounts stated above and shall include
Landlord as a direct insured party.

      Tenant shall deliver the original policy to the Landlord with proof of
payment of the first year's premiums. This shall be done not less than 15 days
before the Beginning of the Term. Tenant shall deliver a renewal policy to the
Landlord with proof of payment not less than 20 days before the expiration date
of each policy.

      B. Property/Casualty/Rental

      Tenant shall throughout the term of this lease, for the benefit of both
Landlord and Tenant as named insureds, maintain insurance against loss or damage
by fire, and such other risks and hazards as are insurable under present and
future standard forms of fire and extended coverage insurance policies on the
Building and all structures, appurtenances, sprinklers, boilers and on Tenant's
personal property, furniture, furnishings, and fixtures located in the demised
premises, for their respective full insurable value with Broad Extended
Occupancy Endorsement in amounts at all times sufficient to prevent Landlord or
Tenant from becoming a co-insurer under the terms of any such policies.

      Tenant shall also obtain and keep in force rental insurance against loss
of rental under a rental value insurance policy covering risk of loss due to the
occurrence of any of the hazards insured against under Tenant's Fire and
Extended Insurance on the building, in an amount sufficient to prevent Landlord
from becoming a co-insurer but in any event, in an amount sufficient to pay, for
not less than one year, the rent payable under this Lease. All proceeds received
by Landlord under rent insurance policies will be credited as received against
the rent due.


                                       3


      Each such policy shall provide that not less than ten days before
expiration, evidence of its renewal, or a new certificate, together with
evidence of payment of premiums for the renewal period of insurance policy, as
the case may be, shall be delivered to Landlord. In the event of any fire or
other casualty insured against by Tenant's policy, Landlord may assign to Tenant
all of the Landlord's right, title, and interest in and to the insurance
proceeds. Tenant shall accept such proceeds as full payment for any loss or
damage to its property, and shall not make any claim against Landlord for any
other sum therefor, even if the loss or damage is due to the carelessness or
negligence of Landlord or its servants, agents, or employees. If any insured
casualty occurs, Tenant shall have full authority, and shall take all necessary
measures, to file, negotiate, compromise, or adjust any loss under its policy,
subject to Landlord'[s approval which may not unreasonably be withheld.

      C. On Tenant's default in obtaining or delivery any such policy or
policies or failure to pay the charges therefor, Landlord may secure or pay the
charges for any such policy or policies and charge Tenant as additional rent
therefor.

      D. All policies shall state that the insurance company shall not cancel or
refuse to renew without at least 30 days written notice to the Landlord.

      E. If during the term of the Lease, higher limits of insurance than those
mentioned above are appropriate, customary, and generally required for like
premises utilized for similar uses, Tenant shall, upon Landlord's request,
procure such increased limits insurance.

      Insurance required hereunder shall be in companies rated AAA or better in
"Best's Insurance Guide," which shall be qualified to do business in the State
of New York.

      Neither party shall be liable to the other for any business interruption
or any loss or damage to property or injury or death of persons occurring in the
Building (including all the Rental Sp), or in any manner growing out of or
connected with Tenant's use and occupation thereof, the Building or the
condition thereof, whether caused by the negligence or other fault of Landlord
or Tenant, or of their respective agents, employees, subtenants, licensees, or
assignees. The release in favor of Landlord contained herein, is in addition to,
and not in substitution for, or in dimunition of the hold harmless and
indemnification provisions provided in paragraph "8" of this Lease.


                                       4


7.    Water Damage

      Landlord shall not be liable for any damage or injury to any persons or
property caused by the leak of low of water from or into any part of the
Building, unless caused by its own act or omission.

8.    Liability of Landlord, Tenant and Indemnity.

      A. Landlord and its agents shall not be liable for any damage to property
of Tenant or of others entrusted to employees of the Building, nor for the loss
of or damage to any property of Tenant or Persons Within Tenant's Control by
theft or otherwise. Landlord and its agents shall not be liable for any injury
or damage to persons or property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water, rain or snow or leaks from any part of
the building or from the pipes, appliances, sprinklers or plumbing works or from
the roof, street or sub-surface or from any other place or by dampness or by any
other cause of whatsoever nature, unless caused by or due to the active
negligence of Landlord, its agents, or employees; nor shall Landlord or its
agents be liable for any such damage caused by other tenants or persons in the
Building or caused by operations in construction of any private, public or
quasi-public work, nor shall Landlord be liable for any latent defect in the
Demised Premises or in the Building.

      B. If at any time any windows of the Demised Premises are temporarily or
permanently closed, darkened or bricked up for any reason whatsoever including
Landlord's own acts, Landlord shall not be liable for any damage Tenant may
sustain thereby and Tenant shall not be entitled to any compensation therefor
nor abatement of rent nor shall the same release Tenant form its obligations
hereunder or constitute an

      C. Tenant agrees, irrespective of whether Tenant shall be negligent, to
indemnify, defend and save harmless, Landlord and its partners, officers,
directors, contractors, agents and employees from and against any and all
liability (statutory or otherwise), claims, suits, demands, damages, judgments,
costs, fines penalties, interest and expenses (including counsel fees and
disbursements incurred in any action or proceeding), to which Landlord or any
such partners, officer, director, contractor, agent or employee may be subject
or which Landlord may suffer arising from, or in connection with, (I) any
liability or claim for any injury to, or death of, any person or person or
damage to property (including any loss of use thereof), or (ii) the use and
occupancy of the Demised Premises or from any work, installation or thing
whatsoever done or omitted (other than by Landlord or its 


                                       5


contractors or the agents or employees of either) in the Demised Premises during
the Term and during the period of time, if any, prior to the Commencement Date
that Tenant may have been given access to the Demised Premises, or (iii) any
default by Tenant in the performance of Tenant's obligation of Tenant or Persons
within Tenant's Control.

      D. Tenant shall reimburse and compensate Landlord as additional rent
within five (5) days after rendition of a statement for all expenditures ,
costs, fees, expenses, judgments, penalties, damages, and fines sustained or
incurred by Landlord (including counsel fees and disbursements incurred in
connection with any action or proceeding) due to the operation of this Article,
or non-performance or non-compliance with or breach or provision or condition of
this Lease, or breach of any warranty or representation by Tenant made in this
Lease. If in any action or proceeding naming both Landlord and Tenant, liability
arising out of the negligence of Tenant is established, Tenant agrees (I) to
indemnify Landlord in accordance with the provisions of this Article and (ii) to
waive any right of contribution against Landlord. Reference in this Article to
Landlord shall for all purposes be deemed to include the lessor of any
Underlying Leases and each Mortgagee.

      E. Tenant agrees that its sole remedy in cases where Landlord's
reasonableness in exercising its judgment or withholding its consent or approval
is applicable pursuant to a specific provision of this Lease, or any rider or
separate agreement relating to this Lease, if any, shall be those in the nature
of an injunction, declaratory judgment, or specific performance, the rights to
money damages or other remedies being hereby specified waived.

      Landlord shall not be liable for injury or damage to any persons or
property unless due to the Landlord's act. Tenant is liable for any loss, injury
or damage to any person or property caused by the act or neglect of Tenant or
Tenant's employees. Tenant shall defend the Landlord from and reimburse the
landlord for all liability and costs resulting from any injury or damage due to
threat or neglect of Tenant or the Tenant's employees.

9.    Acceptance of Rental Space

      Tenant has inspected the Rental Space and agrees that the Rental Space is
in satisfactory condition. Tenant accepts the Rental Space "as is".


                                       6


10.   Quiet Enjoyment

      Landlord has the right to enter into this Lease. If Tenant complies with
this Lease, the Landlord must provide Tenant with undisturbed possession of the
Rental Space.

11.   Taxes, Utilities, Securities and Services

      Tenant shall arrange for any pay for all real estate taxes, assessments
and all Federal, State, or Local or Municipal levies of any kind or nature; all
heat, lighting, water and other utilities; and all costs of security or other
services required for the intended use of the Rental Space.

      Tenant shall maintain and clean the demised premises at its own cost and
expense.

      Landlord is not liable for any inconvenience or harm caused by any
stoppage or reduction of utilities and services nor shall such stoppage or
reduction excuse Tenant from paying Rent.

12.   Tenant's Repairs, Maintenance, and Compliance

      Tenant Shall:

      (a) Promptly comply with all laws, orders, rules and requirements of
governmental authorities, insurance carriers, board of fire underwriters, or
similar groups.

      (b) Maintain the Rental Space and all equipment, fixtures and sprinklers
in it.

      (c)Make all necessary repairs to the Rental Space and all equipment,
sprinklers and fixtures in it.

      (d)Maintain the Rental Space in a neat, clean, safe , and sanitary
condition, free of all garbage.

      (e) Use all electric, plumbing and other facilities in the Rental Space
safely.

      (f) Use no more electricity than the wiring or feeders to the Rental Space
can safely carry.

      (g) Promptly replace all broker glass in the Rental Space.

      (h) Do nothing to destroy, deface, damage, or remove any part of the
Rental Space.


                                       7


      (i)Keep nothing in the Rental Space which is inflammable, dangerous or
explosive or which might increase the danger of fire or other casualty/

      (j) Promptly notify Landlord when there are conditions which need repair.

      (k) Do nothing to destroy the peace and quite of Landlord, other tenants,
or persons in the neighborhood.

      (l) Avoid littering in the building or on its grounds.

      Tenant shall pay any and all expenses involved in complying with the
above.

13.   Landlord's Repairs and Maintenance

      Landlord shall have no responsibility to:

      (a) Maintain the public areas, roof and exterior walls in good condition.

      (b) Make structural repairs unless these repairs are made necessary by the
act of Landlord.

      (c) Make necessary replacements of the plumbing, cooling, heating and
electrical system, except when made necessary by the act of Landlord.

      (d) Maintain the elevators in the Building, if any.

14.   No Alterations.

      Tenant may not make any changes or additions to the Rental Space without
Landlord's written consent which consent shall not be unreasonably withheld. Any
changes or additions made without landlord's written consent shall be removed by
Tenant on demand.

      All changes or additions made with Landlord's written consent shall become
the property of Landlord when completed and paid for Tenant. They shall remain
as part of the Rental Space t the end of the Term. Landlord may demand that
Tenant remove any changes or additions at the end of the Term. Tenant shall
promptly pay for all costs of any permitted changes or additions. Tenant shall
not allow any mechanic's lien or other claim to be filed against the Building.
If any lien or claim is filed against the Building, Tenant shall have it
promptly removed.


                                       8


15.   Signs

      [This section has been intentionally deleted.]

16.   Access to Rental Space

      Landlord shall have access to the Rental Space on reasonable notice to
Tenant to (a) inspect the Rental Space and (b) show it to prospective buyers,
mortgage lenders, contractors or insurers.

      Landlord may enter the Rental Space at any time without notice to Tenant
in case of emergency.

17.   Fire and Other Casualty

      Tenant shall notify the Landlord at once of any fire or casualty in the
Rental Space. Tenant is not required to pay Rent when the Rental Space is
unusable. If Tenant uses part of the Rental Space, Tenant must pay pro-rata for
the usable part.

      If the Rental Space is partially damaged by fire or other casualty, Tenant
shall repair it as soon possible. This includes the damage to the Rental Space
and all fixtures installed by either Tenant or Landlord.

      Either party may cancel this Lease if the Rental Space is so damaged by
fire or other casualty that it cannot be repaired within 90 days. If the parties
cannot agree, the opinion of a contractor chose by Landlord will be binding on
both parties.

      This lease shall end if the Rental Space is totally destroyed. Tenant
shall pay Rent to the date of destruction.

      If the fire or other casualty is caused by the act or neglect of Tenant or
Tenant's employees, Tenant shall pay for all repairs and all other damage.

18.   Eminent Domain

Eminent Domain is the right of a government to lawfully condemn and take private
property for public use. Fair value must be paid for the property. The taking
occurs either by court order or by deed to the condemning party. If any part of
the Rental Space is taken by eminent domain, either party may cancel this lease
on 30 days notice to the other. Tenant shall not share in


                                       9


any payment or award to Landlord. Tenant shall have the right to file its own
claim against the condemning authority, so long as landlords rights are not
prejudiced.

19.   Tenant's Certificate

      At the request of the Landlord, Tenant shall sign a certificate stating
(a) this Lease has not been amended and is in effect, (b) Landlord has fully
performed all of the Landlord's agreements in this Lease, (c) Tenant has no
rights to the Rental Space except as stated in this Lease, (d) Tenant has paid
all Rent to date, and (e) Tenant has not paid Rent for more than one month in
advance. The Certificate shall also list all the property attached to the Rental
Space owned by the Tenant.

20.   Violation, Eviction, Re-entry and Damages

      Landlord reserves a right of re-entry which allows the Landlord to end
this Lease and re-enter the Rental Space if Tenant violates any agreement in
this Lease. This is done by eviction. Eviction is a court procedure to remove a
tenant. Eviction is stayed by filing of a complaint in court and the service of
a summons on a tenant to appear in court. Landlord may also evict Tenant for any
one of the other grounds of good cause provided by law. After a court order of
eviction and compliance with the warrant of removal, Landlord may re-enter and
take back possession of the Rental Space. If the cause for eviction is
non-payment of Rent, notice does not have to be given to Tenant because Landlord
files a complaint. If there is any other cause to evict, Landlord must give
Tenant the notice required by law before Landlord files a complaint for
eviction.

      Tenant is liable for damages caused by Tenant's violation of any
agreement, in this Lease. This includes reasonable attorney's fees and costs.

      After eviction Tenant shall pay the Rent for the balance of the Term or
until the Landlord re-rents the Rental Space, if sooner. If the Landlord
re-rents the Rental Space for less than the Tenant's Rent, Tenant shall pay the
difference until the end of the Term. Tenant shall not be entitled to any excess
resulting from the re-renting. Tenant shall also pay (a) all reasonable expenses
incurred by the Landlord in preparing the Rental space for re-renting and (b)
commissions paid to a broker for finding a new tenant.


                                       10


21.   Bankruptcy

      Anything elsewhere in this lease to the contrary notwithstanding, this
lease may be canceled by Landlord by the sending of a written notice to Tenant
within a reasonable time after the happening of any one or more of the following
events: (i ) Tenant shall (a) have applied for or consented to the appointment
of a receiver, trustee, liquidator, or other custodian of Tenant or any of its
properties or assets, (b) unable to pay its debts generally s they become due or
shall have taken any other action which could result in it becoming the subject
of an insolvency or bankruptcy proceeding, (c) have made a general assignment
for the benefit of creditors, (d) have commenced a voluntary case for relief as
a debtor under the Untied States Bankruptcy Code or filed a petition to take
advantage of any bankruptcy, reorganization, insolvency, readjustment of debts,
dissolution or liquidation law or statute or an answer admitting the material
allegations of a petition filed against it in any proceeding under such law, or
(e) be adjudicated a bankrupt or insolvent, or (ii) without the acquiescence or
consent of Tenant an order, judgment or decree shall have been entered by any
court of competent jurisdiction (a) approving as properly filed a petition
seeking relief under the Untied States Bankruptcy Code or any bankruptcy,
reorganization, insolvency, adjustment of debts, dissolution or liquidation law
or statute with respect to Tenant or all or a substantial part of its properties
or assets or (b) appointing a receiver, trustee, liquidator or other custodian
or all or a substantial part of its properties or assets, and such order,
judgment or decree shall have continued unstayed and in effect for any period
claiming thorough or under Tenant or by reason of any statute or order of court
shall thereafter be entitled to possession of the Demised Premises but shall
forthwith quit and surrender the Demised Premises. If this lease shall be
assigned in accordance with its terms the provisions of this Article shall be
applicable only to the party then owning Tenant's interest in this lease.

22.   No Representations by Landlord

      Neither Landlord nor Landlord's agents have made any representations or
promises with respect to the physical condition of the building, the land upon
which it is erected or the demised premises, the rents, leases, leases, expenses
of operation or any other matter or thing affecting or related to the premises
except as herein expressly se forth and no rights, easements or licenses are
acquired by Tenant by implication or otherwise except as expressly set forth in
the provisions of this lease Tenant has inspected the building and the demised
premises and is thoroughly acquainted with their condition, applicable zoning,
permissible 


                                       11


uses, and occupancy requirements, and agrees to take the same "as is" and
acknowledges that the taking of possession of the demised premises by Tenant
shall be conclusive evidence that the said premises and the building of which
the same form a part were in good and satisfactory condition at the time such
possession was so taken, except as to latent defects. All understanding and
agreements heretofore made between the parties hereto are merged in this
contract, which alone fully and completely expresses the agreement between the
Landlord and Tenant and any executory agreement hereafter made shall be
ineffective to change, modify, discharge or effect an abandonment of it in whole
or in part, unless such executory agreement is in writing and signed by the
party against whom enforcement of the change, modification, discharge or
abandonment is sought.

23.   Notices

      All notices given under this Lease must be in writing. Each party must
accept and claim the notices given by the other. Unless otherwise provided by
law, they may e given by (a) personal delivery, or (b) certified mail, return
receipt requested. Notices shall be addressed to Landlord at the address written
at the beginning of this Lease and to the Tenant at the Rental Space.

24.   No Waiver

      The Landlord's failure to enforce any agreement in this Lease shall not
prevent the Landlord from enforcing the agreement for any violations occurring
at a later time.

25.   Survival

      If any agreement in this Lease is contrary to law, the rest of the Lease
shall remain in effect.

26.   End of Term

      At the end of the term, Tenant shall (a) leave the Rental Space clean, (b)
remove all of Tenant's property, (c) remove all signs and restore that portion
of the Rental Space on which they were placed, (d) repair all damage caused by
moving and (e) return the Rental Space to the Landlord in the same condition as
it was at the beginning of the Term except for normal wear and tear.

      If Tenant leaves any property in the Rental Space, the Landlord may (a)
dispose of it and charge Tenant for the cost of disposal (b) keep it as
abandoned property.


                                       12


27.   Binding

      This Lease binds Landlord and Tenant and all parties who lawfully succeed
to their rights or take their places.

28.   Assignment and Subletting.

      The Tenant shall have the right to assign this Lease or sublet the
Premises or any part thereof, to its parent or any affiliate, subsidiary or
related entity or any entity into which or with which Tenant is merged or
consolidated without limitation and without the consent of Landlord. Landlord
shall have the right to approve any other subtenant or assignee, which approval,
however, shall not release the Tenant from any liability under this Lease and
shall not be unreasonably withheld or delayed.

29.   Interruption of Services or use.

      Interruption or curtailment of any service maintained in the building or
use of the premises, caused by Force majeure (as defined in Section3 1 hereof),
shall not entitle the Tenant to any claim against the Landlord or to any
abatement in rent, and shall not constitute a constructive or partial eviction,
unless the Lessor fails to take measures as may be reasonable under the
circumstances to restore the service without undue delay.

30.   Broker.

      Each party represents to the other that no real estate commission is due
to any broker or agent as a result of this transaction, and each agrees to hold
the other harmless and to indemnify the other against any claims of or
liabilities to any broker based on alleged dealings with the indemnifying party.

31.   Force Majeure.

      As used in this Lease, the term "Force Majeure" shall mean and include
those situations beyond Landlord's control, including by way of example and not
by way of limitation, acts of God; accidents; strikes; shortages of labor,
supplies or materials; or inclement weather.

32.   Non Disturbance.

      Landlord will make a good faith attempt upon Tenant's request to obtain a
non-disturbance clause from the mortgage lender upon refinancing.

33.   Full Agreement.

      The parties have read this lease. It contains their full agreement. It may
not be changed except in writing signed by Landlord and Tenant. Both parties
hereby waive trial by jury of any matters whatsoever arising out of, under or by
virtue of this Lease.


                                       13


Signatures: Landlord and Tenant agree to the terms of this Lease by signing
below. If a party is a corporation, this Lease is signed by its proper corporate
officers and its corporate seal is affixed.

Witnessed or attested by            000-00 XXXXXXX XXXXXXXXX
                                    XXXXXXXXXX, XX.


________________________            By: /s/ Xxxxxxx Xxxxxxxxxx
                                       --------------------------------
                                                            Landlord


__________________________          WESTERN BEEF XXXXXXX BLVD., INC.
As to Tenant


                                    By: /s/ Xxxxx Xxxxxxxxxx, Xx. 
                                       --------------------------------
                                                                Tenant


                                       14


                         GUARANTY OF WESTERN BEEF, INC.
                            (A Delaware Corporation)


FOR VALUE RECEIVED, and in consideration for, and as an inducement to Landlord
making the Lease with Tenant, Western Beef, Inc. guarantees to Landlord,
Landlord's successors and assigns, the full performance and observance of all
the covenants, conditions and agreements, therein provided to be performed and
observed by Tenant without requiring any notice of non-payment, performance or
non-observance or proof or notice or demand, whereby to charge Western Beef,
Inc., all of which Western Beef, Inc. hereby expressly waives and expressly
agreed that the validity of this agreement and the obligations of the guarantor
hereunder shall in o wise be terminated, affected or impaired by reason of the
assertion by Landlord against Tenant of any of the rights or remedies reserved
to Landlord pursuant to the provisions of the Lease. Western Beef, Inc. further
covenants and agrees that this guaranty shall remain and continue in full force
and effect as to any renewal, modification or extension of the Lease and during
any period when Tenant is occupying the premises as a "statutory tenant." As a
further inducement to Landlord to make the Lease and in consideration thereof,
Landlord and Western Beef, Inc. covenant and agree that in any action or
proceeding brought by either Landlord or Western Beef, Inc. against the other on
any matters whatsoever arising out of , under or virtue of the terms of_________
or this guarantee that Landlord and Western Beef, Inc. shall and do hereby waive
trial by jury.


\WITNESS                                  WESTERN BEEF, INC.


____________________________                BY: /s/ Xxxxx Xxxxxxxxxx, Xx. 
                                               -------------------------------
                                            GUARANTOR
                                            00-00 Xxxxxxxxxxxx Xxxxxx
                                            Xxxxxxxx, Xxx Xxxx  00000


                                       15


                                SCHEDULE OF RENTS
                                       FOR
                    PERIOD JULY 1, 1990 through JUNE 30, 2000



MONTHLY RENT


$13,400.00 from July 1, 1990 to June 30, 1991

$13,800.00 from July 1, 1991 to June 30, 1992

$14,200.00 from July 1, 1992 to June 30, 1993

$14,600.00 from July 1, 1993 to June 30, 1994

$15,000.00 from July 1, 1994 to June 30, 1995

$15,400.00 from July 1, 1995 to June 30, 1996

$15,800.00 from July 1, 1996 to June 30, 1997

$16,200.00 from July 1, 1997 to June 30, 1998

$16,600.00 from July 1, 1998 to June 30, 1999

$17,000.00 from July 1, 1999 to June 30, 2000


                                       16


                                SCHEDULE OF RENTS

                                       FOR

                    PERIOD JULY 1, 2000 through JUNE 30, 2015


      Beginning July 1 2000 and for the next year through June 30, 2001, the
Annual Base Kent shall be increased by the greater of either (a) five percent
(5%) of the immediately preceding year, or (b) to the then fair market rental
value of the of the Rental Space determined by a Licensed Real Estate Appraiser
selected by Landlord. Thereafter and throughout the balance of this Rental
period the Annual Base Rent shall be increased annually by the factor of five
percent (5%) above each immediately preceding year. All rent shall continue to
be paid in advance in equal monthly installments.

WITNESS


                                    000-00 XXXXXXX XXXXXXXXX ASSOCIATES



____________________________
As to Landlord                      By: /s/ Xxxxxxx Xxxxxxxxxx
                                       ------------------------------------
                                                            Landlord


_____________________________       WESTERN BEEF XXXXXXX BLVD., INC.
As to Tenant

                                    By: /s/ Xxxxx Xxxxxxxxxx, Xx. 
                                       --------------------------------
                                                             Tenant


                                       17