
<PAGE>

                                                                 Exhibit 10.134


                      EAGLE HARDWARE & GARDEN, INC.
                            W. 901 APPLEWAY
                         COEUR D'ALENE, IDAHO
                          TABLE OF CONTENTS

<TABLE>
<S>                                                      <C>
1.0 PREMISES ..........................................    1
2.0 IMPROVEMENTS TO BE BUILT BY THE PARTIES ...........    1
3.0 TERM ..............................................    2
   3.1 Commencement Date ..............................    2
   3.2 Lease Year .....................................    2
   3.3 Options to Extend ..............................    2
4.0 RENT ..............................................    2
   4.1 Minimum Rent ...................................    2
   4.2 Surcharge ......................................    2
   4.3 Adjustments to Minimum Rent ....................    2
   4.4 Adjusted to Minimum Rent .......................    2
   4.5 Maximum Adjusted Minimum Rent ..................    3
   4.6 Option Period Rental ...........................    3
5.0 PERCENTAGE RENT ...................................    3
   5.1 Percentage Rent ................................    3
   5.2 Exclusions .....................................    3
6.0 ZONING, PERMITS AND TITLES ........................    3
   6.1 Landlord's Warranty - Title/Zoning .............    4
   6.2 Landlord's Permits .............................    4
   6.3 Landlord's Condition of Title ..................    4
7.0 USE OF PREMISES ...................................    4
   7.1 Use of Premises ................................    4
   7.2 Compliance With Environmental Laws .............    4
   7.3 Compliance With Other Laws .....................    4
   7.4 Nuisance .......................................    4
8.0 MAINTENANCE AND REPAIR ............................    4
   8.1 Maintenance - Premises .........................    5
   8.2 Defects - Premises .............................    5
   8.3 Notices ........................................    5
   8.4 Surrender of Premises ..........................    5
   8.5 Removal of Property ............................    5
9.0 TENANT'S RIGHT TO MAKE ALTERATIONS ................    5
10.0 LIENS ............................................    5
11.0 ASSIGNMENT AND SUBLETTING ........................    5
12.0 ACCESS ...........................................    6
13.0 DAMAGE OR DESTRUCTION ............................    6
  13.1 Destruction Due to Risk Covered by Insurance ...    6
  13.2 Other Destruction ..............................    7
  13.3 Abatement of Rent ..............................    7
14.0 NOTICES ..........................................    7
  14.1 To Landlord and Tenant .........................    7
  14.2 Notice To Cure Or Vacate .......................    8
  14.3 Multiple Persons ...............................    8
15.0 TAXES AND UTILITIES ..............................    8
  15.1 Taxes ..........................................    8
  15.2 Contests .......................................    8
  15.3 Utilities ......................................    9
16.0 SIGNS ............................................    9
17.0 DEFAULT BY TENANT ................................    9
  17.1 Termination ....................................    9
  17.2 Removal of Property ............................   10
  17.3 Injunctive Relief ..............................   10
  17.4 Cumulative .....................................   10
18.0 DEFAULT BY LANDLORD ..............................   10
  18.1 Tenant's Right To Cure .........................   10
  18.2 Limitations on Liability .......................   10
  18.3 Injunctive Relief ..............................   10
  18.4 Remedies Cumulative ............................   10
19.0 COSTS AND ATTORNEY'S FEES ........................   10
20.0 NONWAIVER OF BREACH ..............................   11
21.0 INSURANCE AND INDEMNITY ..........................   11
  21.1 Tenant's Liability Insurance ...................   11
  21.2 Landlord's Indemnity ...........................   11
  21.3 Property Insurance - Premises ..................   11
  21.4 Waiver of Subrogation ..........................   11
  21.5 Insurance - Generally ..........................   12
  21.6 Indemnification - Concurrent Negligence ........   12
  21.7 Waiver of Worker's Compensation ................   12
22.0 OFFSET STATEMENTS ................................   12
23.0 EMINENT DOMAIN ...................................   12
  23.1 Total Taking ...................................   12
  23.2 Partial Taking .................................   12
</TABLE>

                              1
<PAGE>

<TABLE>
<S>                                                      <C>
  23.3 Damage .........................................   12
  23.4 Repairs ........................................   13
  23.5 Proceeds .......................................   13
  23.6 Adjustment To Minimum Rent .....................   13
  23.7 Cumulative Effect ..............................   13
  23.8 Conflict Of Provisions .........................   13
24.0 PAYMENT AND NOTICE TO LANDLORD ...................   13
25.0 HOLD OVER ........................................   13
26.0 QUIET ENJOYMENT ..................................   13
27.0 FORCE MAJEURE ....................................   13
28.0 MISCELLANEOUS ....................................   13
  28.1 Captions .......................................   14
  28.2 Cannon of Construction .........................   14
  28.3 Time ...........................................   14
  28.4 Successors .....................................   14
  28.5 Partnership ....................................   14
  28.6 Entirety .......................................   14
  28.7 Time For Responses .............................   14
  28.8 Exhibits .......................................   14
29.0 MEMORANDUM OF LEASE AND NONDISTURBANCE AGREEMENT .   14
30.0 CONDITION TO EFFECTIVENESS .......................   14
31.0 SIGNATURES AND ACKNOWLEDGMENTS ...................   14


</TABLE>

                             2

<PAGE>

                         EAGLE HARDWARE & GARDEN, INC.
                             W. 901 APPLEWAY AVENUE
                           COEUR D'ALENE, IDAHO 83814
                                     LEASE



THIS LEASE (this "Lease") is dated December 5, 1997, by and between HARLAN D.
DOUGLASS and MAXINE H. DOUGLASS, husband and wife (collectively the "Landlord"),
and EAGLE HARDWARE & GARDEN, INC., a Washington corporation ("Tenant"). Landlord
is the owner of certain land and improvements located at 901 Appleway Avenue in
the City of Coeur d'Alene, Kootenani County, Idaho. Landlord desires to lease
such real property to Tenant and Tenant desires to lease such real property from
Landlord. To provide for the lease of such real property by Landlord to Tenant,
the parties agree:

Landlord does hereby lease to Tenant and Tenant does hereby lease from Landlord
that certain real property located in Coeur d'Alene, Kootenani County, Idaho,
legally described as setforth in Exhibit "A" attached hereto and incorporated
herein by reference, for the term, at a rental, and upon the covenants and
conditions as hereinbelow set forth.

         1.0      PREMISES
The premises shall consist of the land described in Exhibit "A" togetherwith the
following improvements with square footages being approximate; (a) a single
story retail store building without a basement of 112,675 square feet with an
office mezzanine of 3,836 square feet and a storage mezzanine of 9,599 square
feet; (b) a single story retail drive-through building materials building, fully
roofed, without a basement, of 61,125 square feet with a storage mezzanine of
3,230 square feet; (c) an enclosed retail garden sales yard of 14,400 square
feet with 8,800 square feet of open area. The balance of the garden yard shall
be occupied by Tenant supplied and installed 5,600 square feet commercial
greenhouse on a steel support structure by Landlord; and related improvements to
be constructed on the above described real property by Landlord, pursuant to
plans and specifications as hereinafter provided (collectively the "Premises").
The Premises are depicted on the Site Plan number 313 and dated 7/29/97,
attached hereto as Exhibit B and incorporated herein by reference. No changes
shall be made thereto without Tenant's prior written consent except that the
exterior stairs in the rear of the Building have been modified.

Notwithstanding anything in this Lease to the contrary, Landlord is constructing
a building and other improvements on the Premises. Such building and
improvements shall be built substantially in accordance with plans and
specifications prepared by Tenant's architect and approved by Landlord and
Tenant, and such building and improvements (and written change orders thereto)
shall be substantially completed on or before December 1, 1997.

Tenant's General Outline Specifications and Requirements for New Buildings,
dated May 30, 1997, are attached hereto as Exhibit C. With respect to the
improvements existing as of the Commencement Date, Tenant's architect has
incorporated Tenant's interior display and fixture drawings with the final
building drawings in order that all Tenant's interior and exterior work be
included under the primary building permit.

Exhibit C, as amended by the change orders, covers the respective 
construction obligations of both Landlord and Tenant, but does not 
specifically designate the construction obligations to be performed by each 
party. Each party, as its sole cost and expense, has the obligation to 
construct their respective portion of the improvements substantially in 
accordance with Exhibit C, as amended by the change orders.

         2.0      IMPROVEMENTS TO BE BUILT BY THE PARTIES
Landlord, at Landlord's sole expense, applied for and obtained the necessary
construction permits, commenced with the construction and erection of the
improvements to be built by Landlord hereunder and shall proceed with such
construction to substantial completion with reasonable dispatch. The
improvements constructed by Landlord shall be substantially completed at
Landlord's expense in substantial compliance with Exhibit C, as amended by the
change orders on or before December 1, 1997. The improvements shall be
constructed and erected in a good and workmanlike manner, and shall be adequate
and serviceable in all respects for use by Tenant under this Lease.

Notwithstanding anything to the contrary contained in this Lease the Premises
were delivered to Tenant in a substantially complete condition on December 1,
1997.

Tenant, at its sole cost and expense, shall, (i) construct the greenhouse
located in the garden area, (ii) construct and install the display and fixture
improvements, (iii) construct Tenant's work substantially as indicated on
Exhibit C and as amended by the change orders if any. Tenant shall be
responsible for any additional improvements to the building which are necessary
for Tenant's tenancy and occupancy of the Premises pursuant to the provisions of
this Lease. Tenant shall have the right, at its own expense, to perform any and
all fixturing and other work Tenant deems necessary to prepare the store for
opening, and Landlord hereby grants Tenant access to the Premises to accomplish
such construction, so long as Tenant does not interfere with Landlord's
construction.

Landlord warrants that Landlord will obtain a certificate of occupancy from the
appropriate governmental authorities having jurisdiction over the Premises
(which may be a temporary certificate of occupancy, provided such certificate
permits occupancy and does not prohibit the commencement and operation of
Tenant's business).

Landlord hereby assigns to Tenant all rights under warranties and/or bonds 
relating to the repair, maintenance and/or condition of the improvements to 
be built on the Premises, and Landlord will cooperate with Tenant in order to 
obtain for Tenant the benefit of all other warranties and/or bonds.

                                       1
<PAGE>

Each party shall pay for the cost and expense of lien-free completion of 
their respective construction obligations on the Premises. Tenant, at its 
sole cost and expense, shall pay the architects and engineer's fees for the 
preparation of the plans and specifications and for the supervision of the 
construction. Tenant shall acquire no equity in the Premises of Landlord by 
reason of payments for leasehold improvements or otherwise.

         3.0      TERM
                  3.1 Commencement Date The term of this Lease shall be for 20
years and 2 months commencing on December 1, 1997 (the "Commencement Date").

                  3.2 Lease Year The first lease year, if the Commencement Date
is the first day of a calendar month, shall be the 12 successive calendar months
that begin on the Commencement Date. If the Commencement Date is not the first
day of a calendar month, the first lease year shall be the 12 successive
calendar months that begin on the first day of the calendar month next
succeeding the Commencement Date. Thereafter, subsequent lease years shall be
the succeeding 12 calendar month periods after the first lease year.

                  3.3 Options to Extend Tenant shall have 2 consecutive 5 year
options to extend the Lease term, provided that at the time of the exercise of
the option, and at all times after the exercise of the option and prior to the
commencement of such extension, Tenant shall not be in default under the Lease
for a default which it has failed to cure within the applicable cure period.
Tenant shall notify Landlord of the exercise of its options no later than 180
days prior to the expiration of the initial term of the Lease or the expiration
of the first extended term, as the case may be. Minimum Rent for the option
periods shall be as set forth in Sections 4.3, 4.4 and 4.5 below. Percentage
Rent during the option periods shall be computed as set forth in Section 5
below.

         4.0      RENT
                  4.1 Minimum Rent Tenant shall pay to Landlord, without offset,
notice or demand, as fixed minimum rent, the monthly sums set forth below (the
"Minimum Rent"), which shall be paid in advance on or before the first day of
each calendar month of each lease year during the lease term. If the lease term
commences on a day other than the first day of a calendar month, the Minimum
Rent for such month shall be a prorated portion of the monthly Minimum Rent.

The Minimum Rent shall begin on December 3, 1997 (the "Rent Commencement Date").

The Minimum Rent for each of the first 5 years commencing on the Rent
Commencement Date shall be $850,000 per year payable at a rate $70,833.33 per
month.

                  4.2 Surcharge Tenant acknowledges that late payment by Tenant
to Landlord of the Minimum Rent, and any other sums required to be paid by
Tenant to Landlord hereunder, will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of such costs being extremely
difficult and impracticable to fix. Such costs include, without limitation,
processing and accounting charges, and late charges that may be imposed on
Landlord by the terms of any encumbrance and note secured by any encumbrance
cover the Premises. Therefore, if any installment of Minimum Rent due from
Tenant is not received by Landlord by the 5th day of each and every month, or
any other sum required to be paid by Tenant to Landlord or others as provided
for in this Lease is not received when due, Tenant shall pay to Landlord an
additional sum of 5% of the overdue Minimum Rent as a surcharge. Failure to pay
the Minimum Rent on time shall be construed to mean the failure to mail the
fixed Minimum Rent to Landlord on or before the 5th day of the month with
postmark affixed thereto or to deliver the Minimum Rent to the Landlord by the
5th day of the month.

                  4.3 Adjustments to Minimum Rent To provide an equitable
adjustment of rent to offset the effects of inflation, the Minimum Rent shall be
adjusted at the end of each 5 year anniversary of the Rent Commencement Date,
the adjustment to be determined by the Index (as defined below) published
closest, but prior to, the first month of the first year of the Lease Term (the
"Base Index") and every fifth year of the Term (the "Subsequent Index") in
accordance with changes in the Consumer Price Index for all Urban Consumers for
the Seattle/Tacoma area on the 1982 - 84 = 100 base published by the Bureau of
Labor Statistics, U.S. Department of Labor (the "Index") using the procedures
set forth in Section 4.4 below. If the Index is discontinued or revised during
the Term, such other government index or computation with which it is replaced
by the Bureau shall be used in order to obtain substantially the same result as
would be obtained if the index had not been discontinued or raised, and if the
Index is not so replaced, Landlord shall adopt a substitute index or substitute
procedure which reasonably reflects changes in the purchasing power of the U.S.
dollar.

                  4.4 Adjusted Minimum Rent During each 5 year period following
the first 5 year period of the Term, Tenant shall pay Landlord Minimum Rent
equal to the Subsequent Index divided by the Base Index and multiplied by the
Minimum Rent set forth in Section 4.1 above (the "Adjusted Minimum Rent")
provided, however, that under no circumstances shall the Adjusted Minimum Rent
be less than the previous year's minimum rent. In other words, the Adjusted
Minimum Rent shall be computed in accordance with the following formula:

                  Adjusted Minimum Rent = Subsequent Index x Minimum Rent
                                          ----------------
                                             Base Index

                  4.5 Maximum Adjusted Minimum Rent Notwithstanding the
provisions of Sections 4.3 and 4.4 above, the Adjusted Minimum Rent shall not,
at any time, exceed the Minimum Rent as set forth in Section 4.1 above by more
than 15% for the first 5 year rental adjustment and continuing each 5 year
period thereafter by adding 15% to the previous 5 year period maximum, so that
in year 16 the maximum increase would be 45% and so 


                                       2
<PAGE>

that in year 26 the maximum increase would be 75%. The maximum annual Adjusted
Rental for years 6 through 30 would be as follows:

<TABLE>
<CAPTION>
<S>                                                        <C>         
Base Term         Years 6 through 10 not to exceed           $977,500.00 
                  Years 11 through 15 not to exceed        $1,124,125.00 
                  Years 16 through 20 not to exceed        $1,292,743.00

Option Periods    Years 21 through 25 not to exceed        $1,486,655.00 
                  Years 26 through 30 not to exceed        $1,709,653.00

</TABLE>

                  4.6 Option Period Rental The option period rent ("Option
Period Rent") shall be determined by an adjustment over the last 5 year period
of the Lease Term, or preceding option period, whichever the case may be, by
using the same adjustments to Minimum Rent, as set forth in Sections 4.3 and 4.4
above, but subject to the maximum limitation setforth in Section 4.5 above.

         5.0      PERCENTAGE RENT
                  5.1 Percentage Rent In addition to the Minimum Rent, Tenant
agrees to pay to Landlord as additional rent for each lease year, 2% of the
amount of annual gross sales in excess of $30,000,000.00.

Within 60 days after the end of each lease year, Tenant shall furnish to
Landlord a statement of the gross sales for said lease year and the additional
rent, if any, shall be payable not later than 60 days from and after the close
of the lease year. Such statement shall set forth the gross sales for said lease
year and the amounts deducted therefrom pursuant to Section 5.2 below. Not more
than once with respect to any lease year, and then only after reasonable notice
and during Tenant's office hours, Landlord shall have the right to examine or
cause to be examined Tenant's records for the purpose of verifying the sales as
reported by Tenant and, subject to the provisions below with respect to
confidentiality, Landlord may make copies thereof, at Landlord's sole cost and
expense. Tenant shall be required to preserve its records on which any statement
is based for 3 years and no more. After Landlord's written request, Tenant will
produce such records at Tenant's corporate headquarters, or at such other
location that is mutually acceptable to Landlord and Tenant. If Landlord causes
an analysis to be performed by an independent certified public accountant, and
if such analysis reveals that Tenant has underpaid the percentage rent required
hereunder by more than 3%, then the reasonable out-of-pocket expenses shall be
paid by Tenant. Otherwise, the costs of such analysis shall be paid by Landlord.
If Landlord fails to object in writing to any statement within 36 months after
the statement was rendered, such statement shall be conclusively presumed to be
correct. Landlord agrees to keep all information and records relating to
Tenant's gross sales confidential, except that Landlord may disclose, to an
extent and in a manner that is commercially reasonable, summaries of such
information to prospective purchasers or lenders of Landlord's property,
provided such prospective purchasers and lenders agree in advance in writing to
keep such information confidential, except as required by law and except as
otherwise allowed by a court in any litigation.

                  5.2 Exclusions It is agreed by the parties hereto that the
term "gross sales" as used in this Lease shall mean the total selling price of
all goods, wares and merchandise sold, in, on or from the Premises determined in
accordance with generally accepted accounting principles consistently applied as
between past and future periods, less the following deductions to the extent
that the same have been included in "gross sales" figures:

                  a. All credits and refunds made to customers for merchandise
returned or exchanged and any adjustment resulting in a reduction of a service
charge;

                  b. All inter-store shipments or transfers of merchandise from
the Premises to any of Tenant's other stores made for the convenience of
Tenant's business and not for the purpose of avoiding a sale pursuant to Section
5.1;

                  c. Amounts received in settlement of claims for loss or damage
to merchandise;

                  d. The amount of any tax payable by reason of any gross sales
tax law or of any other tax law based upon gross sales, gross volumes or gross
receipts, now in effect or which may be adopted or amended hereafter that are
imposed by governmental authority, added to the sales price, separately stated
and collected separately as a tax from customers;

                  e. Amounts received from the sale of fixtures or other
property which is not stock in trade or "bulk transfer" of inventory as that
term is defined by the Uniform Commercial Code;

                  f. Amounts uncollected due to bad checks or insufficient
credit; 

Amounts received from the sale of services or contracts for services,
warranties, maintenance, insurance, construction or installation and the like
shall not be included in gross sales, except any portion which is paid to
Tenant.

         6.0      ZONING, PERMITS AND TITLES
                  6.1 Landlord's Warranty - Title/Zoning Landlord covenants,
warrants and represents to Tenant, as of the date of this Lease, that there are
no restrictive covenants or zoning ordinances or regulations which prohibit the
use of the Premises as a home and garden center in the same manner as currently
operated by Tenant in Spokane, Washington.

                  6.2 Landlord's Permits Landlord will furnish Tenant copies of
permits and approvals obtained for the Premises.

                  6.3 Landlord's Condition of Title Landlord warrants that
Landlord has, or prior to the Commencement Date will have, title to the
Premises, free and clear of all liens and encumbrances except as set forth in
Exhibit F.

         7.0      USE OF PREMISES

                                       3
<PAGE>

                  7.1 Use of Premises Tenant shall use the Premises for a 
home and garden center and related uses, as currently operated by Tenant in 
Spokane, Washington, including, but not limited to, the sale of electrical 
and plumbing items, building materials, garden and nursery items, home center 
items and other related items and services. Tenant may also sell such other 
types of items and sell or perform such other types of services as may be 
sold or performed in any of Tenant's other stores. Tenant may also use the 
Premises for storing or warehousing goods to be sold at other locations. 
Tenant shall not use the Premises for any other purpose. Nothing in this 
Lease shall be construed as a covenant on the part of Tenant to operate its 
business within the Premises for all or any portion of the lease term.

                  7.2 Compliance With Environmental Laws Tenant and Landlord
shall comply with all environmental laws, as now existing or hereafter enacted
or amended, including without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the
Safe Water Drinking Act, 42 U.S.C. Section 300F, the Federal Insecticide,
Fungicide and Rodenticide Act, 7 U.S.C. Section 136 et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Federal Water
Pollution Control Act, 33 U.S.C. Section 1251 et seq., or other statutes enacted
by the U.S. Congress or Idaho Legislature, and any regulations, order and
permits issued thereunder or by any governmental authority with jurisdiction
over environmental matters ("Environmental Laws"). Tenant shall not use or
permit the use of the Premises in any manner, or permit anything to be done in
or about the Premises which may subject the Landlord or any lender under any
financing covering the Premises, this Lease or Tenant's business, to liability
for remediation costs, other damages related to or penalties under any
Environmental Laws (including but not limited to environmental consultant's and
attorney's fees, laboratory testing charges and personal injury claims)
resulting from Tenant's use of or conduct on the Premises, including the
generation, transportation, management, handling, treatment, storage,
manufacture, emission, disposal or deposit of any hazardous wastes, hazardous
substances or fill or other material containing hazardous wastes or hazardous
substances on the Premises. Tenant, at its sole cost and expense, shall also be
responsible for the clean up of any hazardous waste or hazardous substances, as
defined under any Environmental Laws, which may come upon the Premises by
Tenant's actions during the term of this Lease. Landlord and Tenant shall have
the right at all reasonable times upon notice to the other to conduct
environmental investigations, including the taking of samples, for the purpose
of detecting or measuring the presence of hazardous wastes or hazardous
substances on the Premises or any part thereof. Tenant and Landlord, upon
request by the other, shall provide to the requesting party all information
which the requesting party reasonably deems necessary or useful for the purpose
of determining whether the parties are in compliance with all Environmental Laws
and whether the Premises or any part thereof is contaminated by any hazardous
wastes or hazardous substances.

Landlord and Tenant agree to indemnify and hold the other harmless from any
claim, and all loss, cost or expense related to any failure to comply with the
obligations of this Section 7.2. Landlord represents and covenants, to the best
of its knowledge, that, as of the date Tenant takes occupancy of the Premises,
the Premises are free from the presence of any hazardous wastes or hazardous
substances, as defined under any Environmental Laws which may subject Tenant to
liability for remediation costs, other damage related to or penalties under any
Environment Laws. Landlord shall indemnify and hold Tenant harmless from any
claims, and all loss, costs and expenses related to the presence of any
hazardous wastes or hazardous substances, as defined under any Environmental
Laws, which may be present in or about the Premises on or before the
Commencement Date. The representations, covenants and indemnification provisions
set forth in this Section 7.2 shall survive the expiration of termination of
this Lease. Tenant has received copies of the Level One Environmental Site
Assessment Report Project Number X97082 prepared by Budinger & Associates dated
April 18, 1997.

                  7.3 Compliance With Other Laws Tenant shall not use the
Premises or permit anything to be done in or about the Premises, which will in
any way conflict with any law, zoning restriction or requirement of duly
constituted public authorities now in force or which may hereafter be enacted or
promulgated. Tenant shall, at its sole cost and expense, promptly comply with
all laws or requirements of any board of fire underwriters or other similar body
now or hereafter constituted relating to or affecting the condition, use or
occupancy of the Premises.

                  7.4 Nuisance Tenant shall not do or permit anything to be done
in or about the Premises which will in any way obstruct or interfere with the
rights of Landlord under this Lease, use or allow the Premises to be used for
any unlawful or objectionable purpose, nor shall Tenant cause, maintain or
permit any nuisance in, on or about the Premises. Tenant shall not commit or
suffer to be committed any waste in or upon the Premises.

         8.0      MAINTENANCE AND REPAIR
                  8.1 Maintenance - Premises Except as provided in Sections 13
and 23, where the Lease is terminated by reason of casualty or condemnation,
Tenant, at its sole cost and expense, shall make any and all repairs and
replacements to the Premises and shall maintain the Premises in good order and
condition, ordinary wear and tear excepted, and Landlord shall be under no
obligation or responsibility to make any repairs, maintenance, improvements,
alterations, or replacements whatsoever.

                  8.2 Defects - Premises Landlord and Tenant shall cooperate in
pursuing warranty remedies to the fullest extent practicable during the warranty
period.

                  8.3 Notices At all reasonable times Landlord shall have the
right to post and keep posted on the Premises any notices permitted by any law
of the state in which the Premises are located relating to Landlord's
nonresponsibility for mechanics liens or liens of a similar nature.

                  8.4 Surrender of Premises Tenant shall, at the expiration or
earlier termination of the term hereof, surrender the Premises and any
alterations made thereto, in good condition, ordinary wear and tear and damage
by casualty (if this Lease is terminated) or eminent domain excepted.

                                       4
<PAGE>

                  8.5 Removal of Property Tenant shall have the right, but no 
obligation, at any time within 10 days after the expiration or earlier 
termination of this Lease to remove from the Premises all merchandise, signs, 
trade, fixtures, furniture, furnishings, and equipment installed therein and 
owned or leased by Tenant, provided, however, that Tenant shall repair any 
damage to the Premises caused by any such removal. Any personal property left 
at the Premises more than 10 days after the expiration or earlier termination 
of this Lease shall be deemed to be abandoned and may be appropriated, sold, 
stored, or otherwise disposed of by Landlord; and Tenant will pay Landlord 
for all reasonable expenses incurred in connection with such personal 
property, including but not limited to, the cost of repairing any damage to 
the Premises caused by the removal of such personal property.

         9.0      TENANT'S RIGHT TO MAKE ALTERATIONS
Tenant shall have the right at any time to make such non-structural additions,
alterations, changes or improvements in or to the Premises, as well as all
repairs to be made by Tenant hereunder, as Tenant may deem necessary or proper
(including, but not limited to the installation of trade fixtures, equipment,
and the partitions required or used from time to time in connection with
Tenant's business on the Premises); provided, however, that no work done by
Tenant shall lessen the market value of the Premises and Tenant shall pay
promptly for all such work done by it or upon its order. Tenant may install or
permit the installation of automatic teller machines, newspaper racks,
telephones and similar equipment, in on or through the exterior walls of the
building and on the sidewalk areas that are a part of the Premises. Landlord
hereby consents to whatever remodeling and other changes to the interior and
exterior of the building on the Premises, including Tenant's own choice of
paints, colors, designs, displays and signs, that Tenant deems necessary to open
for business. Tenant agrees that all alterations, additions and changes made by
it will be made in a first-class, workmanlike manner, and shall comply with all
local and state laws or ordinances.

Tenant shall not make any structural alterations, additions or improvements to
the building on the Premises or any alterations or improvements on the balance
of the Premises without Landlord's prior written consent, which consent shall
not be unreasonably withheld or delayed.

Any and all alterations, additions and improvements when made to the Premises
shall be deemed to have attached to the freehold and shall remain on and be
surrendered with the Premises on expiration or termination of the Lease term
without compensation to Tenant (excluding trade fixtures, provided that Tenant
promptly removes such fixtures and repairs any damage caused by such removal);
provided, however, if not later than 30 days after the expiration or sooner
termination of this Lease, Landlord so directs by written notice to Tenant,
Tenant shall promptly remove such alterations, additions or improvements which
were made to the Premises without obtaining Landlord's prior written consent and
which are designated in said notice, and Tenant shall repair any damage
occasioned by such removal; and in default thereof, Landlord may effect said
removals and repairs at Tenant's expenses.

         10.0     LIENS
Tenant shall keep the Premises free of and hold Landlord harmless from any
expense from any liens arising out of any work performed, materials furnished or
obligations incurred by Tenant.

         11.0     ASSIGNMENT AND SUBLETTING Tenant may assign this Lease, and 
may sublet all or any part of the Premises, if the Premises, immediately 
after such assignment, are continued to be used primarily for a home and 
garden center. Tenant shall obtain Landlord's consent for any other 
assignment of this Lease, which consent shall not be unreasonably withheld or 
delayed. Notwithstanding the immediately preceding sentence, the provisions 
of this Lease shall not require Landlord's consent for or preclude any 
corporate reorganizations, reincorporations or other actions which do not 
result in a substantial and material change in the voting control of Tenant. 
Notwithstanding anything to the contrary in this Lease, Tenant shall have the 
right to assign this Lease or sublet portions of the Premises to a parent 
corporation of Tenant, or any subsidiaries, affiliates, franchisees, 
licensees or concessionaires of Tenant (provided that assignments of 
subleases to franchisees, licensees or concessionaires are part of or related 
to Tenant's business operations). The sale or transfer of Tenant's voting 
securities shall not be deemed an assignment of this Lease, including the 
sale to a corporation or other third party who acquires control of Tenant. 

Tenant may assign or sublease all of a part of the Premises to any 
corporation in which or with which Tenant, or its corporate successors or 
assigns, is merged or consolidated, so long as (i) the liability of the 
corporation participating in any merger or consolidation are assumed by the 
corporation surviving such merger or created by such consolidation; and (ii) 
upon completion of such merger or consolidation, the successor corporation 
has a net worth no less than Tenant's net worth as of the Commencement Date.

Tenant's rights to assign this Lease or sublet the Premises with or without 
the consent of Landlord are conditioned upon the following:

                  (a) Tenant shall not thereby be relieved of any liability
                  hereunder,

                  (b) Any assignee shall assume the obligations of Tenant under
                  the Lease;

                  (c) Any sublease shall be subject in all respects to the terms
                  and conditions of this Lease;

                  (d) Tenant shall not be in default in any material provision
                  hereunder beyond any applicable notice and grace period at the
                  time of any such assignment or subletting; and

                  (e) The obligations of Tenant and its assignee shall be joint
                  and several.

                  (f) Tenant shall submit, with any request for consent, an
                  assignment fee of $1,500.00, and will reimburse Landlord for
                  all of Landlord's reasonable attorneys fees.

All assignments and subleases shall be in writing by instruments in form
reasonably satisfactory to Landlord (Landlord shall not unreasonably withhold
its approval to the form of such instruments used or prepared by Tenant) and
shall be executed by Tenant 


                                       5
<PAGE>

and its assignee or sublessee; and in the event the transfer is an 
assignment, the assignee shall assume and agree to be bound by and perform 
all of Tenant's obligations under this Lease.

If this Lease is assigned or if the Premises or any part thereof is occupied by
anybody other than Tenant, then in the event of a monetary default by Tenant and
if the applicable cure period expires and Tenant's default remains uncured,
Landlord may collect rent from the assignee or occupant, and apply the net
amount collected to the rent herein reserved, but no such assignment,
subletting, occupancy or collection shall be deemed a release of Tenant from the
further performance of the provisions on its part to be observed or performed
herein. Notwithstanding any assignment or sublease, Tenant shall remain fully
and primarily liable and shall not be released from performing any of the terms
of this Lease. Tenant may not assign this Lease without Landlord's consent if
Landlord has issued a notice to cure a default, and such default has not been
cured.

In the event of an assignment of this Lease, Tenant shall cause its assignee to
assume the provisions of this Lease and notice of such assignment, as well as a
copy of the effective instrument of transfer, shall be given to Landlord within
15 days after the date of transfer. Any sublease shall be subject to the terms
of this Lease. Landlord shall be entitled to give all notices to Tenant until
Landlord has received the foregoing from Tenant.

Any request by Tenant for Landlord's consent to an assignment or sublet shall
include a written statement summarizing the proposed assignment or sublet,
including the name, address, business, intended use of the Premises, and
financial condition of the prospective assignee or sublessee, a copy of the
proposed assignment agreement or sublease, and any other information reasonably
requested by Landlord.

Landlord may assign or transfer Landlord's interest under this Lease without
Tenant's consent. In the event of an assignment or transfer of this Lease for
other than security purposes, Landlord shall cause its assignee or transferee to
assume the provisions of this Lease and notice of such assignment or transfer,
as well as a copy of the effective instrument of transfer, shall be given to
Tenant within 15 days after the date of transfer. Tenant shall be entitled to
continue to pay rent and give all notices to Landlord until Tenant has received
the foregoing from Landlord. From and after a sale, transfer or assignment of
the Premises, Landlord shall be released from all liability toward Tenant
arising from this Lease because of any act, occurrence or omission of Landlord's
successors occurring after the transfer of Landlord's interest in this Lease,
provided Landlord's purchaser, transferee or assignee expressly assumes
Landlord's duties and covenants under this Lease.

In the event of a separate assignment or subletting by Tenant of the Premises,
not as a part of an assignment or subletting otherwise permitted above, Tenant
acknowledges that Landlord may consider the identity, skill, financial
condition, experience and reputation, and the character of its business and use
of the Premises, of the assignee or sublessee.

         12.0     ACCESS
Subject to the provisions of Section 8, Landlord reserves the right for itself
or its duly authorized agents and representatives at all reasonable times after
reasonable notice during Tenant's business hours to enter the Premises for the
purpose of inspecting the same or to show the same to any prospective agents,
purchaser, tenant or lender, and for the purpose of making any necessary repairs
to the Premises.

         13.0     DAMAGE OR DESTRUCTION
                  13.1 Destruction Due to Risk Covered By Insurance If the
Premises should be damaged or destroyed by fire or other casualty of any kind,
Tenant shall give immediate written notice thereof to Landlord.

If, during the term, the Premises are totally or partially destroyed from a 
risk covered or required to be covered by the insurance described in Section 
21.3, rendering the Premises totally or partially inaccessible or unusable, 
Tenant, at its sole cost and expense, shall restore the Premises to 
substantially the same condition as they were in immediately before 
destruction or pursuant to plans and specifications approved by Landlord and 
Tenant, whether or not Tenant has provided the coverage required by Section 
21.3, so that the insurance proceeds are sufficient, or should have been 
sufficient, and available to cover the actual cost of restoration, so long as 
all insurance proceeds are made available to Tenant for the costs of 
rebuilding. Landlord shall not be obligated to contribute to the costs of 
restoration, except to the extent of insurance proceeds paid to Landlord and 
Landlord's lender. Such destruction shall not terminate this Lease.

The insurance proceeds shall be used for restoration of the Premises. Landlord
shall obtain the written agreement of any lender having a deed of trust or other
encumbrance against the Premises that the insurance proceeds may be so used.
Tenant's obligation to repair, rebuild or restore the Premises is expressly
conditioned upon all insurance proceeds being made available and accessible for
the purpose of such repair, rebuilding or restoration.

Anything herein to the contrary notwithstanding, it is understood and agreed
that if such damage or destruction shall take place during the last 2 years of
the Lease term and if the cost of restoration of the building would exceed 15%
of the cost to replace the building in its entirety at the time such damage or
destruction takes place, then Tenant may elect to terminate this Lease within 60
days of such damage or destruction by giving written notice thereof to Landlord,
so long as Tenant has not substantially commenced the restoration of the
Premises, provided Tenant may take whatever steps may be necessary or
appropriate to secure the Premises, remove any debris or damaged property or
comply with any law or safety measures.

In the event the Premises are not covered by insurance as required in this
Lease, Tenant shall pay to Landlord the amount that would be required to restore
the Premises in good working order and condition prior to the early termination
of this Lease.

                                       6
<PAGE>

In the event this Lease shall so terminate as provided in this Section 13.1,
then Tenant shall not be obligated to rebuild and all the insurance proceeds
covering the Premises (but not Tenant's trade fixtures and personal property)
shall belong to Landlord or Landlord's lender as their interest may appear.

                  13.2 Other Destruction If the Premises should be damaged or
destroyed by other casualty of any kind, Tenant shall give immediate written
notice thereof to Landlord.

Except as hereinafter provided in this Section 13.2, if, during the term, the
Premises are totally or partially destroyed from a casualty not described in
Section 21.3, then Tenant shall restore the Premises to substantially the same
condition as they were in immediately before destruction or pursuant to plans
and specifications approved by Landlord and Tenant, and such destruction shall
not terminate this Lease.

Notwithstanding the foregoing, if the cost of repairs and/or restoration of the
Premises would exceed 50% of the then replacement cost of the building, then
Tenant can elect to terminate this Lease by giving written notice to Landlord
within 60 days after said damage or destruction and by specifying the
restoration cost and replacement cost of the building in said notice. If Tenant
elects to terminate this Lease as provided in this paragraph, Landlord, within
30 days after receiving Tenant's notice to terminate, can elect in writing to
pay to Tenant within 90 days after the time Landlord notifies Tenant of its
election, the difference between 50% of the replacement cost of the building and
the actual cost of restoration. Upon Landlord making such election, this Lease
shall continue in full force and effect despite such notice of termination by
Tenant and Tenant shall repair, rebuild and restore said permanent improvements
as above provided. However, Tenant's obligation to repair, rebuild and restore,
and the continuance of this Lease, is expressly conditioned upon receipt of
Landlord's contribution. Tenant shall give Landlord satisfactory evidence that
all sums contributed by Landlord as provided in this Section 13.2 have been
expended by Tenant in paying the cost of restoration.

The parties agree to cooperate in obtaining any direct governmental relief, such
as grants or low interest loans, that may be available for their mutual benefit
as a result of any disaster.

If Tenant elects to terminate this Lease and Landlord does not elect to
contribute towards the cost of restoration as provided in this section, this
Lease shall terminate.

                  13.3 Abatement of Rent In case of damage or destruction, there
shall be no abatement or reduction of rent unless the Lease is terminated as
provided herein.

         14.0     NOTICES
                  14.1 To Landlord and Tenant Any notice required to be served
in accordance with the terms of this Lease shall be in writing and hand
delivered or sent by express mail or certified mail, return receipt requested,
or via overnight courier such as Federal Express, addressed to Landlord or
Tenant, as the case may be, at the following addresses or such other addresses
as the respective parties may from time to time designate by notice given as
provided in this Lease:

To Landlord:      Harlan D. Douglass
                  E. 815 Rosewood Avenue
                  Spokane, Washington 99208

with a copy of any notice to Landlord sent to Joseph G. Ward, Pinnacle Realty,
Inc., S. 9 Washington, Suite 701, Spokane, Washington 99204.

To Tenant:        Eagle Hardware & Garden, Inc.
                  Attn: Mr. David J. Heerensperger
                  981 Powell Avenue S.W.
                  Renton, Washington 98055

with a copy of any notice to Tenant sent to William N. Moloney, 5711 NE Tolo
Road, Bainbridge Island, WA 98110.

All notices shall be effective upon the earlier of (i) the date of receipt by
the party to whom the notice is addressed; (ii) 3 days after the date the notice
is postmarked by the United States Post Office, provided it is properly
addressed, sent prepaid, registered or certified mail, return receipt requested;
or (iii) the date the notice is delivered by a reputable professional courier
service (such as Federal Express, Express Mail, Emery, UPS or similar
operation), provided it is sent prepaid. Refusal to accept delivery of a notice
or the inability to deliver a notice because of an address change which was not
properly communicated shall not defeat or delay the giving of a notice.

                  14.2 Notice To Cure Or Vacate Any notice served on Tenant
pursuant to any statutory procedure related to forfeiture or eviction
proceedings under the laws of the state in which the Premises are located shall
be served on the President or Chief Executive Officer of Tenant at the address
specified in Section 14.1 above. Wherever there is a conflict between the
provisions of this Section 14.2 and any such statutory procedure, the provisions
of this Section 14.2 shall prevail. Provided, however, if Tenant assigns or
subleases this Lease, any such notice shall not be required to be given to the
President of such assignee or sublessee.

                  14.3 Multiple Persons If Landlord consists of more than one
person or entity, Tenant may act on notice from any one of such persons or
entities, and in the case of conflicting notices, may recognize any one of them
as valid and disregard the others, but Tenant may treat any notice in any case
as of no effect unless signed by all Landlords, or their attorney of record or
attorney in fact, except that Harlan D. Douglass may sign on behalf of the
ownership provided he maintains an 


                                       7
<PAGE>

ownership interest in the Premises. If Landlord be a partnership or corporation,
Tenant may act on any notice given by any officer or agent of such corporation
or of such partnership, but may treat any notice in such case as of to effect,
unless signed by the President or a Vice-President of the corporation or its
attorney of record or attorney in fact or all of the general partners in the
partnership or their attorney of record or attorney in fact. Any person
representing himself or herself to be a party's attorney of record or attorney
in fact must provide satisfactory evidence of such fact.

         15.0     TAXES AND UTILITIES
                  15.1 Taxes Landlord shall cause the Premises to be a separate
tax parcel during the term of this Lease. Tenant shall, for the term of this
Lease, pay before delinquency the amount of any and all real property taxes,
assessments, surcharges and municipal or governmental charges, general and
special, ordinary and extraordinary ordinary, of every kind and nature
whatsoever ("real property taxes") assessed, levied or imposed on the Premises
for each fiscal tax year or portion thereof excepting assessments for any
on-site or off-site improvements (including without limitation, assessments such
as sewer and street improvements) assessed (i) directly in connection with the
initial development or acquisition of Landlord's property and (ii) prior to the
Commencement Date.

In the event Landlord is usable, despite its best efforts, to obtain a separate
tax parcel from the tax assessor, then Tenant's proportionate share of taxes and
assessments for the Premises shall be the ratio of the real property taxes and
real property assessments that the aggregate number of square feet of land area
of the Premises bears to the aggregate number of square feet of land area in all
of the land initially purchased by Landlord as described in Exhibit F plus all
of the real property taxes and assessments allocated to the improvements on the
Premises.

Tenant shall only be responsible for taxes and assessments that are related to
the period of time beginning on the Commencement Date and ending upon the
expiration or sooner termination of this Lease. If the taxing authority permits
payment to be made in installments, Tenant's obligation to pay for any taxes and
assessments under this Section 15.1 shall be limited to its pro rata share of
such installment payments. Tenant is aware that currently the real property
taxes are assessed in one year and payable the following year. Upon expiration
or sooner termination of the Lease Tenant shall be obligated to pay the current
years real property taxes and assessments, when due notwithstanding the fact
that the Lease has been terminated.

If, at any time during the term, any federal, state, county or city authority
having jurisdiction, or any political subdivision thereof or any improvement or
special assessment district thereof, or any political entity or public or
quasi-public corporation of this State, levies or assesses against Landlord,
and/or the Premises a tax, fee, or excise on (1) rents, (2) the square footage
of the Premises or any part thereof, (3) the act of entering into this Lease,
(4) the occupancy of Tenant, or (5) any other tax, fee or excise related to the
Premises, as a direct substitution in whole or in part for, or in addition to,
any real property taxes, Tenant shall pay before delinquency that tax, fee, or
excise, provided, however, Tenant shall not be required to pay any municipal,
county, state, or federal income, franchise, or business and occupation taxes of
Landlord, or any municipal, county, state, or federal estate, succession,
inheritance or transfer taxes of Landlord.

Any real property taxes or assessments, or other taxes payable hereunder, that
are related to periods before the Commencement Date or after the expiration or
sooner termination of this Lease shall be prorated between Landlord and Tenant.
If one party says for any taxes or assessments for which the other is
responsible, then such party shall send an invoice therefor to the other, along
with a copy of the tax bill and the method used for determining such party's
share of such taxes and assessments, and the other party shall make payment to
such party within 30 days after receipt of such invoice or 30 days prior to
delinquency, whichever is later.

                  15.2 Contests If Tenant desires to contest the validity of any
such tax or assessments, it may do so on Landlords' behalf, at Tenant's sole
cost and expense; provided that Tenant shall not withhold payment of any real
property taxes or assessments during the course of such contest. If Tenant is
successful in said contest, any refund received shall belong entirely to Tenant.
Tenant may file in the name of Landlord all such protests or other instruments
and institute and prosecute proceedings for the purpose of such contest and
Landlord shall cooperate with Tenant and execute any documents reasonably
requested with respect thereto.

                  15.3 Utilities Tenant further agrees to pay all charges for
heat, light and water, and for all other utilities which will be used
exclusively in or on the Premises, or are provided to the Premises, during the
full term of this Lease. In addition, Tenant shall pay the costs of such
utilities from and after the earlier date of substantial completion of the
improvements to be completed by Landlord pursuant to Exhibit C or the date
Tenant commences stocking merchandise inventory in the Premises.

         16.0     SIGNS
Tenant shall be allowed to install a pylon sign on the Premises. Landlord hereby
grants it approval for the installation of said pylon. Landlord reserves the
right to install a pylon sign on the southeast corner of the Premises for the
use and benefit of Landlord's real property to the north.

The placement, construction and maintenance of any and all approved Tenant signs
shall be at the sole cost and expense of Tenant. Any sign that Tenant has the
right to place, construct and maintain shall comply with all laws, and Tenant
shall obtain any approval required by any regulating governmental authority.
Landlord agrees to cooperate with Tenant with respect to obtaining such
approvals. Landlord makes no representations with respect to Tenant's ability to
obtain such approval. Any signs placed on the Premises by Tenant shall be
removed by Tenant at the termination of this Lease and Tenant shall repair any
damage or injury to the Premises caused by such removal, and if not so removed
by Tenant, then Landlord may have the same so removed at Tenant's expense.

         17.0     DEFAULT BY TENANT

                                       8
<PAGE>

                  17.1 Termination If any rents above reserved or any other
monies to be paid by Tenant under this Lease, or any part thereof, are not paid
on the due date thereof, and if such failure is not remedied within 10 days
after Tenant's receipt of written notice from Landlord of such failure, Landlord
may, at Landlord's option, cancel this Lease upon written notice to Tenant,
which notice of cancellation may be contained in a statutory notice to pay or
vacate, so long as such notice unambiguously puts Tenant on notice that the
Lease will be terminated on a date certain, and upon such termination, Tenant
shall immediately quit and surrender the Premises to Landlord, but Tenant shall
remain liable as herein-after provided. If Tenant shall default in the
performance of any term, covenant or undertaking on Tenant's part to be
performed, other than the obligation to pay rent or other monies, and fails to
cure such default or fails within 20 days after Tenant's receipt of written
notice thereof from Landlord specifying in detail the nature of such default
such that the remedy therefor is readily apparent (provided if such default
shall reasonably require more than 20 days to cure, Tenant shall not be deemed
to be in default if Tenant commences to cure the default within such 20 day
period and thereafter diligently prosecutes such cure to completion), Landlord
may, at Landlord's option, cancel this Lease and upon such termination Tenant
shall immediately quit and surrender the Premises to Landlord, but Tenant shall
remain liable as hereinafter provided, or if such default shall require more
than 20 days to cure and Tenant commences to cure such default within 20 days
after Landlord's notice but fails to diligently prosecute such cure to
completion, then Landlord may, at Landlord's option, cancel this Lease after
Tenant ceases to be diligently curing such default.

If this Lease shall be terminated as herein provided, Landlord shall have the
following rights: (1) To re-enter the Premises then or at any time thereafter
and remove all persons and property and possess the Premises, without prejudice
to any other remedies Landlord may have by reason of Tenant's default or of such
termination, and Tenant shall have no further claim hereunder, (ii) To recover
all damages incurred by Landlord by reason of the default.

Tenant will remain liable to Landlord for rent and all other payments owed by
Tenant to Landlord and others under the Lease that were earned or assessed and
due but unpaid at the time of termination and for damages equal to the loss of
net rental and other amounts that would have been owing by Tenant for the
balance of the term, had the Lease not been terminated.

Landlord shall apply the proceeds of any reletting first to the payment of such
reasonable expenses as Landlord may have incurred in recovering possession of
the Premises, and removing persons and property therefrom, and in putting the
same into good order and condition or preparing or altering the same for
reletting, all reasonable costs in reletting the Premises, such as brokerage
commissions, advertising costs and restoration and remodeling costs, plus any
other reasonable expense, such as attorney's fees, court costs and accounting
and auditing expenses, necessary to compensate Landlord for all detriment,
approximately caused by Tenant's failure to perform its obligations under this
Lease or which in the ordinary course of things would be likely to result
therefrom; and then to Tenant's obligation to pay rental and/or damages for loss
of rental. Any such reletting may be for the remainder of the term of this Lease
or for a longer or shorter period. If, in connection with any reletting, the new
lease term extends beyond the existing term, or the Premises covered by such new
lease includes other space not a part of the Premises, a fair apportionment of
the rent received from such reletting and the expenses incurred in connection
with such reletting as provided herein will be made in determining the net
proceeds from such reletting, and any rent concessions will be equally
apportioned over the term of the new lease. In any case, if the Premises, or any
part thereof, be relet, Tenant shall pay to Landlord the rent and all other
charges required to be paid by Tenant up to the time of such reletting, and
thereafter, Tenant agrees to pay the equivalent of the amount of all rent
reserved herein and all other charges required to be paid by Tenant, less the
net proceeds of reletting, if any. Such damages shall be due and payable by
Tenant monthly as the amount thereof is ascertained by Landlord, and Landlord,
from time to time, may bring an action therefor as such monthly deficiencies
arise.

In the event this Lease is terminated under the provisions of this Section 17,
Landlord, alternatively, at its option, will be entitled to recover from Tenant,
as damages for loss of the bargain and not as penalty, all past due rent, the
expense of reletting the Premises, including the reasonable expense of
renovating and altering the Premises, the worth at the time of award by the
court having jurisdiction thereof of the amount that the unpaid rent called for
herein for the balance of the term after the time of such award exceeds the
amount of all losses that could be reasonably be avoided, and that portion of
any leasing commission actually paid by Landlord applicable to the unexpired
term of this Lease. Landlord hereby covenants and agrees to make reasonable good
faith efforts to relet the Premises at a rental equal to or greater than that
provided for under this Lease. The "worth at the time of the award" shall be
computed by discounting such amounts at the discount rate of 10% per year.
Nothing in this Section 17.1 shall require Landlord to terminate this Lease or
preclude Landlord from exercising any other remedy to periodically recover such
amounts as they become due. Landlord shall have the right, with or without
terminating this Lease, to re-enter the Premises in order to re-lease or sublet
the Premises or any part of them for such term or terms (which may extend beyond
the term of this Lease) and at such rentals and upon such other terms as may be
commercially reasonable.

No re-entry or taking possession of the Premises shall be construed as an
election to terminate this Lease unless such election is affirmatively made by
Landlord or is decreed by a court of competent jurisdiction.

In the event Tenant fails to maintain the Premises in accordance with this
Lease, or should Tenant be in default beyond any period for cure with regard to
the performance of any covenant or agreement herein other than the payment of
rent or other charges as and when the same are required to be paid hereunder,
then if Tenant is not curing such default within the time period set forth in
this Lease after written notice from Landlord specifying in detail the nature of
the default, Landlord may (but shall not be obligated to) cure such default at
Tenant's expense, and Tenant shall, within 30 days of an invoice therefor from
Landlord, reimburse Landlord for the reasonable costs thereof plus interest at
the rate of 12% from the date of expenditure.

                  17.2 Removal of Property In the event of any default by Tenant
and taking possession of the Premises by Landlord, as aforesaid, Landlord shall
have the right, but not the obligation, to remove from the Premises all personal
property located therein, and may store the same in any place selected by
Landlord, including but not limited to a public warehouse, at the expense and
the risk of the owner(s) thereof, with the right to sell such stored property
after 30 days notice to Tenant. The proceeds of such sale shall be applied first
to the cost of such sale, second to the payment of the charges for storage, if


                                       9
<PAGE>

any, and third to the payment of any other sums of money which may then be due
from Tenant to Landlord under the terms hereof, and the balance, if any shall be
paid to Tenant.

                  17.3 Injunctive Relief Upon any default by Tenant, Landlord
may, at its option, restrain by injunction or other equitable means any breach
or anticipatory breach of this Lease.

                  17.4 Remedies Cumulative Any right or remedy Landlord may have
under this Lease arising out of Tenant's breach of any covenant of this Lease
shall be in addition to any other right or remedy for such breach provided by
law.

         18.0     DEFAULT BY LANDLORD
                  18.1 Tenant's Right To Cure If Landlord fails to pay any
interest, principal, costs or other charges upon any mortgage or deed of trust
or other lien or encumbrance affecting the Premises and to which this Lease may
be subordinate when any of the same become due or in any other respect fails to
perform any obligation under this Lease to be performed by Landlord which
results in a material interference with Tenant's business, then and in any such
event, after the continuance of any such failure or default beyond a reasonable
period of time but not less than 20 days after receipt of notice from Tenant
specifying in detail the nature of such default such that the remedy therefore
is readily apparent (unless Landlord shall, within a reasonable period of time
commences to cure such default and thereafter diligently prosecutes such cure to
completion), Tenant may (but shall not be obligated to) pay such interest,
principal, costs and other charges and cure such defaults on behalf of and at
the expense of Landlord, and do all necessary work and make all necessary
payments in connection therewith including but not limited to the payment of any
fees, costs, and charges of or in connection with any legal action which may
have been brought. Landlord shall pay to Tenant, within 30 days of an invoice
therefor from Tenant, the reasonable amount so paid by Tenant, together with
interest thereon from the date of such expenditure at an annual interest rate of
12%. However, if Landlord desires to contest the validity or correctness of any
lien or encumbrance, it may do so, provided that it shall first furnish Tenant
with such assurance or security reasonably acceptable to Tenant that such lien
or encumbrance shall be paid or discharged and that Tenant will not suffer any
loss, liability or damage on account thereof.

                  18.2 Limitation on Liability If Tenant recovers a money
judgment against Landlord arising out of this Lease, the judgment shall be
satisfied only out of the proceeds of sale of the Premises on execution of the
judgment, and levy against the right, title and interest of Landlord in the
Premises and out of rent or other income from the Premises receivable by
Landlord or out of the consideration received by Landlord from the sale or other
disposition of all or any part of Landlord's right, title and interest in the
Premises. Landlord, and in case Landlord shall be a joint venture, partnership,
or other form of joint ownership, the members of any such joint venture,
partnership, or other form of joint ownership, shall not be personally liable
for any deficiency; and Tenant shall look solely to the equity of Landlord in
the Premises for the satisfaction of Tenant's claim.

                  18.3 Injunctive Relief Upon any default by Landlord, Tenant
may, at its option, restrain by injunction or other equitable means any breach
or anticipatory breach of this Lease.

                  18.4 Remedies Cumulative Any right or remedy Tenant may have
under this Lease arising out of Landlord's breach of any covenant of this Lease
shall be in addition to any other right or remedy for such breach provided by
law.

         19.0     COSTS AND ATTORNEYS' FEES
In the event Landlord shall bring suit to recover any rent due hereunder, or
from any breach of any provision of this Lease or to recover possession of the
Premises, or if Tenant shall bring any action or assert any claim or
counterclaim for any relief against Landlord, declaratory or otherwise, arising
out of this Lease, then the prevailing party in any such event shall be paid its
reasonable attorneys' fees and costs and expenses expended or incurred in
connection with such default or action.

         20.0     NONWAIVER OF BREACH
The failure of Landlord or Tenant to insist upon strict performance of any of
the covenants and agreements of this Lease, or to exercise any option herein
conferred in any one or more instances, shall not be construed to be a waiver or
relinquishment of such or of any other covenants or agreements, but the same
shall be and remain in full force and effect.

         21.0     INSURANCE AND INDEMNITY
                  21.1 Tenant's Liability Insurance At all times during the term
of this Lease, Tenant shall maintain in force a comprehensive general liability
insurance policy or policies for liability for bodily injury to persons, loss of
life and damage to property occurring on the Premises arising from or related to
the condition, use or occupancy of the Premises or the operation of Tenant's
business. With respect to such claims, such insurance policy or policies shall
be primary and noncontributing with any insurance maintained by Landlord. Said
insurance policy or policies shall also include a blanket contractual liability
endorsement and shall name Landlord and any first mortgagee or beneficiary under
a first deed of trust against the Premises, as Landlord may designate, as an
additional named insured and shall be in an amount of not less than a combined
single limit liability of $2,000,000. Not more frequently than each 2 years, if,
in the reasonable opinion of Landlord or of Landlord's lender, the amount of
public liability and property damage insurance coverage at that time is not
adequate due to inflation, Tenant's activity, substantial increase in recovered
liability claims, increased claims consciousness by the public or any
combination thereof, Tenant shall increase the insurance coverage as reasonably
required by either Landlord or Landlord's lender. Tenant agrees to indemnify and
hold Landlord harmless from any and all losses and liability for bodily injury
to persons, loss of life and damage to property (i) occurring on the Premises
and arising out of Tenant's use and occupancy of the Premises, except if caused
by the act or neglect of Landlord, the Landlord's contractors, agents and
employees, or (ii) caused by the negligence of Tenant, its contractors, agents
and employees, or negligent performance of or failure to perform any of Tenant's
obligations under this Lease.

                  21.2 Landlord's Indemnity Landlord agrees to indemnify and
hold Tenant harmless from any and all leases and liability for bodily injury to
persons, loss of life and damage to property occurring on the Premises and
caused by the 


                                       10
<PAGE>

negligence of Landlord, its contractors, agents and employees, or the negligent
performance of or failure to perform any of Landlord's obligations under this
Lease.

                  21.3 Property Insurance - Premises (a) At all times during the
term of this Lease, Tenant shall maintain in force fire insurance with an
extended coverage endorsement in the amount of not less than 100% of the full
replacement cost of the improvements, fixtures and equipment which are a part of
the Premises exclusive of the value of excavations, underground utilities,
foundations and footings and fixtures which Tenant is required to remove at the
expiration or termination of this Lease. Such insurance shall cover loss or
damage from all perils included within the policy classification now known as
"special form", including without limitation, fire and extended coverage,
vandalism, malicious mischief, sprinkler leakage and special extended peril
(all-risk). Tenant shall either carry a policy of earthquake and flood insurance
(or an endorsement to Tenant's fire and property insurance) upon the Premises,
or Tenant may self insure such risk. In the event Tenant elects to self insure
against such risk, any loss which otherwise would be covered under the
earthquake and flood policy or endorsement of Tenant's insurer shall be deemed a
peril required to be insured under this Lease. Tenant shall not be required to
carry earthquake insurance unless required by Landlord's lender. Any and all
proceeds of such insurance shall be made payable to Landlord, Landlord's lender
holding a first mortgage or first deed of trust against the Premises and Tenant,
and shall be deposited with the first mortgagee or holder of a first deed of
trust if either be an institutional lender, or if none, in any bank or trust
company designated by Landlord and agreed to be Tenant, as trustee, to retain
and disburse such proceeds during the repair and restoration of the Premises as
provided by Section 13 above. If by reason of the provisions of any such
mortgage or deed of trust executed by Landlord on the Premises, fire insurance
is required to be made payable to the lien holder and/or the policies of
insurance placed in its custody, Tenant hereby consents thereto, provided that
the lien holder in question shall first agree in writing with Landlord to make
the proceeds of said insurance available for the repair and restoration of the
Premises pursuant to Section 13 above.

(b) Tenant, at its sole cost and expense, shall maintain fire and casualty
insurance with standard extended coverage endorsements, including theft,
vandalism, malicious mischief, and sprinkler damage in an amount equal to the
full replacement value of all furnishings, equipment and inventory from time to
time in the Premises. So long as Tenant has a net worth of at least
$5,000,000.00, Tenant may self insure all or any portion of such insurance.

(c) Tenant, at its sole cost and expense shall maintain and pay for insurance
for loss of rental or business interruption (for a period not exceeding one
year) resulting from damage to the Premises by an insured peril. Notwithstanding
the foregoing, so long as Tenant has a net worth of at least $5,000,000.00,
Tenant may self insure such loss.

(d) Any portion of the risks described in this Section 21.3 for which Tenant is
self insured shall be deemed to be an insured risk under this Lease.

(e) All of Tenant's right to self insure is subject to Landlord's Lender's
consent and is personal only to Eagle Hardware & Garden, Inc. and such right may
not be transferred or assigned.

                  21.4 Waiver of Subrogation Landlord and Tenant shall each
procure from each of the insurers under all policies of property insurance on
the Premises obtained pursuant to the provisions of Sections 21.3 and 21.8 of
this Lease, a waiver of all rights of subrogation with respect to damage to
property which said insurer might otherwise have, as against the other party
hereto, said waiver to be in writing and for the express benefit of the other.
Landlord and Tenant hereby release each other and waive any claim against the
other relating to losses or liabilities for damage to property on the Premises
for which the releasing party is obligated to obtain property insurance under
the provisions of Sections 21.3 and 21.8 of this Lease or for which the
releasing party is, in fact, insured. For purposes of the preceding sentence,
Landlord and Tenant shall include the directors, officers and employees of each.

                  21.5 Insurance - Generally Any and all insurance policies
obtained by either Landlord or Tenant pursuant to the provisions of Section 21
of this Lease shall be issued only by a responsible insurer, properly licensed
in the State of Idaho, which insurer has sufficient financial reserves adequate
for the risks of the amount of insurance required by the terms of Section 21 of
this Lease. Each such insurance policy shall include an endorsement obligating
the insurer to give the party hereto not obtaining said insurance policy 30 days
prior written notice of any cancellation or change in scope or amount of
coverage of such insurance policy. Each party hereto shall cause to be issued to
the other party, appropriate certificates of insurance evidencing compliance
with the terms of the provisions of Section 21 of this Lease relating to
insurance.

                  21.6 Indemnification - Concurrent Negligence In the event of
any concurrent negligence of Tenant, its partners, agents, employees and
contractors on the one hand, and that of Landlord, its partners, agents,
employees or contractors on the other hand, which concurrent negligence results
in injury or damage to persons or property, then Tenant's and Landlord's
obligation to indemnify the other as set forth in this Section 21 shall be
limited to the extent of the indemnifying party's negligence, and that of their
respective partners, agents, employees and contractors, including the
indemnifying party's proportional share of costs, attorney's fees and expenses
incurred in connection with any claim, action or proceeding brought with respect
to such injury or damage.

                  21.7 Waiver of Worker's Compensation Immunity The
indemnification obligations contained in this Lease shall not be limited by any
worker's compensation, benefit or disability laws, and each indemnitor hereby
waives any immunity that said indemnitor may have under any worker's
compensation, benefit or disability laws. This waiver is for the exclusive
benefit of the party to be indemnified hereunder and is not intended, and shall
not be construed, to be for the benefit of any employee of any indemnitor
hereunder. 

         22.0     OFFSET STATEMENTS

                                       11
<PAGE>

Within 20 days after request, either party shall furnish to the other a
statement in recordable form certifying the Commencement and Expiration Dates of
this Lease, the then current Minimum Rent and certifying that this Lease is in
full force and effect (if such be the case) and either, to the best of such
party's knowledge, that there are no defenses or offsets thereto or stating
those defenses and offsets.

         23.0     EMINENT DOMAIN
                  23.1 Total Taking In the event of a "Total Taking", defined as
when the entire Premises are taken or appropriated under the power of eminent
domain, this Lease shall terminate as of the date of the taking of physical
possession of the Premises, and Tenant and Landlord shall be released from any
liability accruing thereafter under this Lease.

                  23.2 Partial Taking In the event there is a "Partial Taking,"
defined as a taking or appropriation under the power of eminent domain when (i)
any portion of the building, garden service, storage, loading or sales areas of
the Premises are taken under the power of eminent domain, (ii) more than 25% of
the parking is permanently taken under the power of eminent domain, or (iii)
access to the Premises from any public or private street or easement is
permanently and materially interfered with or prohibited under the power of
eminent domain, so that in any of the foregoing events, Tenant, in its
reasonable business judgment, determines that the Premises are no longer as
physically or economically suitable for Tenant's business operation, then Tenant
shall have the right and option (exercisable by written notice delivered to
Landlord at any time before the date of surrendering possession of the property
to the public authority) to terminate this Lease as of the date of such taking.
Except as provided in Section 23.2 of this Lease, such Partial Taking shall not
be a basis to terminate this Lease, notwithstanding any laws of the state in
which the Premises are located to the contrary.

Upon any taking which results in termination of the Lease, Tenant shall pay rent
and other charges up to the date the condemning authority takes possession or up
to the date Tenant vacates the Premises, whichever is the last to occur, with an
appropriate refund by Landlord of such rent or other charges as may have been
paid in advance for a period subsequent to the date of the taking or the date of
Tenant's vacation of the Premises, whichever is the last to occur. The parties
shall continue to remain liable after the date of termination for their
respective obligations under the Lease to the date of termination or the date of
Tenant's vacation of the Premises, whichever is the last to occur.

                  23.3 Damage All compensation awarded for any taking under the
power of eminent domain, whether for the whole or part of the Premises, shall be
the property of the Landlord, whether such damages shall be awarded as
compensation for the diminution in the value of or loss of the fee or leasehold
interest in the Premises or otherwise, and Tenant hereby assigns to Landlord all
of Tenant's right, title and interest in and to any and all such compensation;
provided that if there is a taking and the Lease is not terminated, Landlord
shall make that portion of the net condemnation award allocable to improvements
and repairs and restoration available to Tenant for the purpose of repair as
provided in Sections 23.4 and 23.5 below, and provided, in any event, that
Landlord shall not be entitled to any award made to Tenant for its relocation
expenses, loss of business, "good will", and loss and removal of fixtures,
furniture, equipment, and inventory, so long as such compensation be separately
awarded or recoverable by Tenant from the condemning authority and not from
Landlord. Tenant shall have the right, together with Landlord and Landlord's
lender, to negotiate and/or contest any condemnation award made by any
condemning authority taking any portion of the Premises to the extent that
Tenant has the obligation to make repairs under Section 23.4 below.

                  23.4 Repairs In the event that there is a taking and this
Lease is not terminated pursuant to Section 23.1 or 23.2 above, Tenant shall, at
its own cost and expense, after the availability of the award proceeds allocable
to any improvements which are a part of the Premises and/or repairs or
restoration of the Premises, make all repairs to the Premises necessitated by
such taking in order to restore the same to a complete architectural unit (to
the extent possible, taking into consideration the amount of land remaining
after the taking). If the net proceeds of said award allocable to the
improvements and the repair and restoration of the Premises shall be
insufficient for such purposes, Tenant shall provide the amount of any
deficiency. The entire portion of such award shall be deposited in trust for the
purpose of such restoration in accordance with the provisions of this Section
23. In the event that there is a taking and this Lease is not terminated
pursuant to Section 23.1 or 23.2 above, all repair and restoration of the
Premises to be made pursuant to Section 23.4 hereof shall be made in accordance
with plans and specifications approved by Landlord and Tenant. Landlord and
Tenant shall comply, and shall require all its contractors to comply, with all
federal, state and local laws relating to conditions of employment in making
such repairs and restoration.

                  23.5 Proceeds In the event that there is a taking and this
Lease is not terminated pursuant to Section 23.2 above, any and all proceeds
allocable to improvements and repairs or restoration owing to Landlord resulting
from any eminent domain proceedings based on such taking shall be made payable
to Landlord and Tenant and shall be deposited with the first mortgagee or holder
of a first deed of trust if either be an institutional lender, or if none, in
any bank or trust company designated by Landlord and agreed to by Tenant, as
trustee, to retain and disburse such proceeds during said repair and
restoration. If by reason of the provisions of any such mortgage or deed of
trust executed by Landlord on the Premises, eminent domain proceeds are required
to be made payable to the lien holder, Tenant hereby consents thereto, provided
that the lien holder in question shall first agree in writing with Landlord to
make said proceeds available for the repair and restoration of the Premises
pursuant to this Section 23.5. After the completion of any repair and
restoration, any excess condemnation proceeds deposited in trust shall be
retained by, and belong to, Landlord.

                  23.6 Adjustment to Minimum Rent In the event that there is a
taking and this Lease is not terminated pursuant to Sections 23.1 or 23.2 above,
no reduction of the annual minimum rent payable under Section 4 hereof shall be
made.

                  23.7 Cumulative Effect A taking or appropriation, as used 
in this Section 23, shall be deemed to include one or more takings or 
appropriations, and the cumulative effect of more than one such taking or 
appropriation shall be 

                                       12
<PAGE>

construed as one taking or appropriation. Appropriation or taking by eminent
domain as used herein shall also include a conveyance made in lieu of or as a
settlement to an existing or threatened eminent domain proceeding.

                  23.8 Conflict Of Provisions Where the provisions of this
Section 23 are in conflict with the laws of the state in which the Premises are
located, or with the provisions of Section 8 of this Lease, the provisions of
this Section 23 shall apply.

         24.0     PAYMENT AND NOTICE TO LANDLORD
Tenant may make any payment or give any notice to Landlord, despite any
succession or assignments, and be protected in so doing, until it has written
notice to do otherwise from Landlord. All sums payable hereunder by either party
to the other are payable in lawful money of the United States of America.

         25.0     HOLDING OVER
If Tenant elects to hold over after the expiration of the term of this Lease and
Landlord thereafter accepts rent from Tenant, such tenancy shall be for an
indefinite period of time on a month-to-month tenancy, which tenancy may be
terminated as provided for by the laws of the State of Idaho then in effect.
During such tenancy, Tenant agrees to pay to Landlord a Minimum Rent equal to
115% of the Minimum Rent payable during the last year of the primary term or
during the last year of the immediately preceding extended term, as the case may
be, unless a different rate is mutually agreed upon, and be bound by all the
terms, covenants and conditions as herein specified, so far as applicable.

         26.0 QUIET ENJOYMENT Upon payment by Tenant of the rents herein
provided, and upon the observance and performance of the covenants, terms and
conditions on Tenant's part to be observed and performed, Landlord covenants
that Tenant shall peaceably and quietly hold and enjoy the Premises and all
rights appurtenant thereto for the term hereby demised without hindrance or
interruption by Landlord or any person or persons lawfully or equitably claiming
by, through or under Landlord.

         27.0 FORCE MAJEURE In the event that either party hereto shall be
delayed or hindered in or prevented from the performance of any act required by
reason of strikes, lockouts, labor troubles, inability to procure materials,
failure of power, restrictive governmental laws or regulations, riots,
insurrection, war or other reason of a like nature not the fault of the party
delayed in performing work or doing acts required under the terms of this Lease,
then performance of such acts shall be excused for the period of such delay. The
provisions of this Section 27 shall not include the financial inability to
perform by either party, and shall in no event, excuse the payment of Minimum
Rent, real property taxes, assessments, and other similar charges by Tenant and
Landlord.

         28.0     MISCELLANEOUS
                  28.1 Captions The captions appearing in this Lease are
inserted only as a matter of convenience and in no way define, limit, construe
or describe the scope or intent of such sections or in any way affect this
Lease.

                  28.2 Cannon of Construction This Lease was freely and
voluntarily negotiated between the parties. Although the printed provisions of
this Lease were initially drawn by Tenant, Landlord and Tenant agree that this
circumstance shall not create any presumption, canon of construction, or
implication favoring the position of either Landlord or Tenant. Landlord and
Tenant agree that the interlineation, obliteration, or deletion of language from
this Lease prior to its mutual execution by Landlord and Tenant shall not be
construed to have any particular meaning or to raise any presumption, canon of
construction, or implication, including, without limitation, any implication
that Landlord or Tenant intended to state the converse, obverse or opposite of
the deleted language. This Lease shall be read as if obliterated or deleted
language had never existed and interlineated language had always existed.

                  28.3 Time Time is of essence hereof.

                  28.4 Successors All rights and liabilities herein given to, or
imposed upon, the respective parties hereto shall extend to and bind the several
respective heirs, executors, legal representatives, successors, and assigns of
said parties. Subject to Section 18.2, if Landlord or Tenant is more than 1
person or entity, the obligations of Landlord or Tenant, as the case may be,
shall be joint and several.

                  28.5 No Partnership Landlord does not in any way or for any
purpose become a partner of Tenant in the conduct of its business, or otherwise,
or joint venturer or a member of a joint enterprise with Tenant.

                  28.6 Entirety This Lease embodies the entire agreement between
the parties and there are no other agreements written or oral which affect this
Lease in any way except that this Lease may be amended from time to time by the
mutual agreement of the parties in writing and as otherwise provided for herein.

                  28.7 Time For Responses Unless otherwise herein provided,
whenever approval or consent (collectively "approval") is required, such
approval shall not be unreasonably withheld or delayed. Unless provision is made
for a specific time period, a response for any request for approval shall be
given not later than 20 days of the effective date of a notice containing a
request for approval, provided Landlord is not out of town when such approval is
requested, but if he is, the 20 days shall not commence until Landlord receives
actual notice of such request. If a response is not given within the required
time period, the requested party shall be deemed to have given its approval. If
a party shall disapprove, the reasons therefor shall be stated. Except for
approvals given by lapse of time, all approvals and disapprovals shall be in
writing.

                                       13
<PAGE>

                  28.8 EXHIBITS. The following documents are attached hereto,
and such documents, as well as all drawings and documents prepared thereto,
shall be deemed to be part hereof:
                  Exhibit A - Legal Description
                  Exhibit B - Site Plan
                  Exhibit C - Tenant's General Outline Specifications and
                              Requirements for new Building (12 pgs)
                  Exhibit D - Memorandum of Lease
                  Exhibit E - Non-Disturbance, Attornment and Subordination
                              Agreement (2 pgs)
                  Exhibit F - Copy of Title Insurance Policy

         29.0     MEMORANDUM OF LEASE AND NONDISTURBANCE AGREEMENT
This Lease shall not be recorded, but it is agreed that, upon request by either
party, the parties will execute a Memorandum of this Lease in the form attached
as Exhibit D which may be recorded by either party. Conditioned as set forth
below, this Lease shall be subject to and is hereby subordinated to all present
and future first mortgages or first deeds of trust encumbering the Premises.
However, as a condition to Tenant's entering into this Lease, and further, as an
express condition to such subordination, Landlord shall cause any holder or
beneficiary of a prior mortgage or deed of trust to execute a Non-Disturbance,
Attornment and Subordination Agreement in the form attached as Exhibit E.
Landlord and Tenant also agree to execute such Non-Disturbance, Attornment and
Subordination Agreement.

         30.0     CONDITION TO EFFECTIVENESS
This Lease shall not become effective until approval of the board of directors
of Tenant after receipt of an analysis prepared by The Norman Company or other
reputable appraiser selected by Tenant of the fairness of the rent to be charged
and other terms of this Lease, provided, however, if Tenant does not obtain such
approval within 60 days of execution of this Lease, Landlord shall have the
right to terminate this Lease.

         31.0     SIGNATURES AND ACKNOWLEDGMENTS

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day
and your first above written.

LANDLORD:                       TENANT:  EAGLE HARDWARE & GARDEN, INC.


/s/ Harlan D. Douglass                    By: /s/ Richard T. Takata
-----------------------                       ---------------------
                                              Richard T. Takata
Harlan D. Douglass                            It's President

/s/ Maxine H. Douglass
----------------------
Maxine H. Douglass

STATE OF WASHINGTON        )
                           )ss.
COUNTY OF SPOKANE          )

         On this 23 day of December, 1997, before me, a Notary Public in and
for the State of Washington, duly commissioned and sworn, personally appeared
HARLAN D. DOUGLASS and MAXINE H. DOUGLASS, husband and wife, known to me to be
the individuals named in and who executed the foregoing document, and
acknowledged to me that they signed the same as their free and voluntary act and
deed for the uses and purposes therein mentioned.

                                    WITNESS my hand and official seal the day
                                    and year in this certificate above written.


                               /s/ Searri Shipman
                               ------------------------------------------------
           [SEAL]              Notary Public in and for the State of Washington,
                               residing at Spokane, WA
                               My commission expires: 5-20-2001

STATE OF WASHINGTON        )
                           )ss.
COUNTY OF SPOKANE          )

         On this 29th day of December, 1997, before me, a Notary Public in and
for the State of Washington, duly commissioned and sworn, personally appeared
RICHARD T. TAKATA, to me known to be the President of EAGLE HARDWARE & GARDEN,
INC., the corporation named in and which executed the foregoing instrument; and
he acknowledged to me that he signed the same as the free and voluntary act and
deed of said corporation for the uses and purposes therein mentioned, being
authorized so to do, and that the corporate seal affixed thereto is the seal of
said corporation.

                                    WITNESS my hand and official seal the day
                                    and year in this certificate above written.

                               /s/ Diane G. Wellborn
    [SEAL]                     -------------------------------------------------
                               Notary Public in and for the State of Washington,
                               residing at Renton, WA
                               My commission expires: 10-15-00




                                       14
<PAGE>

                                   EXHIBIT A
                                   ---------

                               LEGAL DESCRIPTION
                               -----------------

Lots 1 and 2, Block 1, EAGLE ADDITION, according to the Plat recorded in the
office of the County Recorder in Book "I" of Plats at Page 6, records of
Kootenai County, State of Idaho.

                                       1
<PAGE>

                                  EXHIBIT B
                            (Graphic See Insert 34A)

<PAGE>

                                  EXHIBIT "C"

                        EAGLE HARDWARE & GARDEN, INC.

General Outline Specifications and Requirements for New Buildings with
Drive-thru Building Materials Yard built-to-suit for Lessee.

Location:         Coeur d'Alene, Idaho

The building and site plan specific to the above location, prepared by Lessee,
showing basic floor plan, mezzanines, warehouse areas, storage areas, drive-thru
lumber and building materials yard with metal roof structure, garden sales yard,
greenhouse and covered area, loading dock with stalls and canopy and related
square footages of all the above, along with partition walls, stairways, door
opening locations and sizes, fences, canopies, sidewalks, entrances and exits,
customer and contractor loading lanes and areas and other features required by
Lessee, dated May 30, 1997, and numbered 313, is attached to this Exhibit and
made a part hereof by this reference. This plan is meant to be illustrative of
Lessee's requirements and does not contain all the detailed and specific
architectural, civil, structural, mechanical, electrical, HVAC and finish
requirements for new built-to-suit buildings. Said detailed and specific plans
and specifications shall be prepared by Lessee's Architects and Engineers with
the costs of preparation to be paid by Lessor.

LESSOR PROVIDES:

1. FRAMING AND MINIMUM CONSTRUCTION

     A.   Exterior walls to be concrete tilt-up, concrete block or smooth
          precast panel construction. All pilasters and exterior columns to be
          on interior side of wall. Pre-cast, exposed "T" panels are not
          acceptable. Choice of structural system subject to Lessee approval.

     B.   Lessor to construct all partition walls and curtain walls per Lessee's
          plans. Four (4) restrooms per code and Lessee requirements per Section
          6.C. mezzanine offices, training room and lunchroom complex, two
          offices and a handicapped lunchroom on the ground floor, per Lessee's
          requirement, storage mezzanine on one or both sides of the store over
          a portion of the sales area, dock area and the backroom storage area.
          These mezzanines and offices, lunchroom, restrooms, and curtain walls
          to be according to Lessee's design which incorporate the location of
          all curtain walls enclosing mezzanines, all necessary bearing walls.
          All mezzanines live load capacity to be minimum of 125 pounds per
          square foot. All framing layout and finishes to meet Lessee's
          requirements. All requirements shall meet the minimum standard of the
          current adopted U.B.C., local fire codes, and any other applicable
          city, county or state codes.

     C.   Height from finished main floor to bottom of lowest obstruction (i.e.,
          sprinkler pipes, ducts, diffusers, etc.) to be 20'0" minimum. Minimum
          clearance below all mezzanines to be 6'0" from lowest obstruction
          (i.e. pipes, beams, ducts and grid ceiling) to finished floor. Minimum
          clearance from lowest roof construction to mezzanine deck to be 8'0".
          Minimum mezzanine finished floor to main finished floor to be 12'0".
          Roof structure and mezzanine structure to be structural steel truss
          joist and beams with corrugated steel decking and rigid insulation
          over store and exposed lumber yard with integrated skylights.
          Mezzanine to have concrete topping 3-1/2" minimum thickness.

2. ROOFING AND SHEET METAL AND INSULATION

     A.   One piece (lifetime type with 15 year warranty) J.P. Stevens white
          Hypalon roof or Sarnafil white PVC roof. There will be no roof and
          insulation substitutions. Roof installer to provide 15 year warranty
          on installation. Roof insulation to provide a minimum R factor of 30.
          Rigid type roof insulation on top of steel decking to be used with
          one-piece type roof. All sheet metal, flashings, gutters, etc., shall
          be 24 gauge galvanized. All flashing joints to be mechanically seamed
          and soldered. Downspouts to be P.V.C./A.B.S. All downspouts shall be
          protected where necessary with steel guards per Lessee's requirements.

     B.   Pitched roofs (i.e. canopies, covered areas, sheds, lumber rack
          covers, etc.) to be metal panels with standing ribs and seams, 26
          gauge galvanized metal, factory prefinished. Color choice by Lessee.
          All by Lessor per Lessee's plans and specs.

3. STOREFRONT, GLAZING AND VESTIBULES

     A.   Safety or tempered glass in all doors and relites as required by code.
          All doors and glass storefronts to be in bronze anodized aluminum
          framing.

                                  Page 1 of 12
<PAGE>

     B.   Vestibules and storefront glass per Lessee's plans including double
          sets (4) of automatic biparting doors in main exit vestibule and
          single set (2) of automatic bi-parting doors in main entry and
          contractor (or lumberyard) entry/exit vestibules. Vestibule glass and
          storefront heights 10'0" and/or 13'0" from finished floor. Maximum
          still height in vestibules is 1'6". Panel color below sill by Lessee.
          Storefront glass to be 1" insulating type, tinted per Lessee
          requirements. All by Lessor per Lessee's plans and specs.

          Note: Per Lessee's option, vestibules may not be applicable to Hawaii
          stores.

4. HARDWARE

All hardware, fabricated items and mechanical equipment by Lessor. Locksets and
door closures, security bars and panic exit hardware by Lessor per Lessee
requirements and code. Schlage commercial grade hardware shall be required and
approved by Lessee. All hardware must comply with all applicable codes. Locksets
shall be removable core type. Three (3) Simplex Keypad lock hardware shall be
required per Lessee's requirements.

5. DOORS

     A.   Storefront doors - Two (2) main entry, four (4) main exit, one (1)
          garden department doors and two (2) contractor entry - to be pair of
          3'6" x 7'0" glass and aluminum electrical biparting doors with
          breakaway slider and sidelight feature, location per Lessee's plans.
          Besam or Stanley door companies shall be the only accepted door
          suppliers. Three (3) pair of 3'6" x 7'0" glass and aluminum swinging
          doors in garden yard storefront. One (1) pair 3'0" x 7'0" glass and
          aluminum swinging doors in garden side wall if required by Lessee. One
          (1) pair 3'0" x 7'0" hollow metal (1 hk) door from Contractor counter
          area to drive-thru yard.

     B.   Perimeter exit doors with jambs - 16 gauge hollow metal, 3'0" x 7'0",
          quality and location per Lessee's plan.

     C.   All other interior doors (unless specified by Lessee or code) to be
          standard solid core wood with high pressure laminate finish on both
          sides, color and pattern per Lessee, with metal jambs. All other door
          sizes also according to Lessee specifications. Doors to be fire rated
          as required by code.

     D.   Overhead sectional and/or roll-up type doors - sizes per Lessee's
          plan, electrically operated, (26 gauge metal if sectional), with
          mechanical locking devices, by Lessor. Electrically operated roll-up
          type doors to be provided at certain locations when specified on
          Lessee's plans and specs. Location according to Lessee's plans. High
          rise track shall be required on all sectional doors. Insulated doors
          will be required as deemed necessary by Lessee. All overhead doors
          shall be equipped with bottom safety edge and push-button controls
          with key lockout. Fire door #15 manually operated.

     E.   Any additional doors required by any applicable building or fire codes
          to be installed at Lessor's expense.

6. RESTROOM FIXTURES

     A.   Mirrors (all metal edged) in restrooms installed by Lessor, furnished
          by Lessor.

     B.   Toilet stall partitions to be commercial type, plastic laminated,
          color per Lessee. Lessor to supply and install all partitions,
          toilets, urinals, lavs and electric refrigerated drinking fountains
          and other plumbing fixtures. All plumbing fixtures to be commercial
          type and code approved. All fixtures to be white and approved by
          Lessee.

          1) Customer Restrooms: Minimum fixture requirements for men shall be
          four (4) wall hung toils, three (3) wall hung urinals and four (4)
          lavs. Minimum fixture requirements for women: four (4) wall hung
          toilets and four (4) lavs. All restrooms to meet handicapped code
          requirements.

          2) Employee Restrooms: For men and women, one (1) wall hunt toilet and
          (1) lav.

     C.   Stainless steel toilet accessories to include double roll paper
          holder, seat protection dispensers, sanitary napkin dispensers,
          sanitary napkin waste containers, and combination towel holders and
          waste units (recessed), soap dispensers; all as per Lessee
          specifications.

                                  Page 2 of 12
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7.1 GARDEN YARD AREA

     A.   Enclosure: Garden yard area perimeter enclosure, as shown on plot plan
          exhibit (if applicable) to be 12 foot high, per Lessee's plan, 6"
          thick precast concrete panels. 12 foot high, 8" CMU walls to match
          building if a CMU structure.

          1) In the front and side of the Garden Sales area, use 12' high glass
          and aluminum storefront between 8" tube steel columns per Lessee
          plans, which require (3) pair of 3'6" x 7'0" glass and aluminum swing
          doors at three locations designated by Lessee. (See paragraph 5.A).

     B.   Concrete Floor: Covered garden yard area and open garden sales yard to
          be 5-1/2" thick reinforced concrete with fiber-mesh and treated with a
          concrete curing and stealing compound. Light broom finish. Garden area
          concrete slab shall be sloped for drainage to trench drains at
          locations per Lessee's requirements and plans. Slope to minimum
          required for drainage.

     C.   Covered Area and Garden Lighting:

          1)   Outside covered area to be high bay type, 175 watt Halophane
               brand Metal Halide Integral Ballast Enclosed Fixture with glass
               refractor. Bulb to be G.E. (or equal) Metal Halide MXR 175/BU.
               Light fixture quantity and layout to be per Lessee's lighting
               plans and maximum height (install between trusses) from finished
               floor of yard area to bottom of fixture.

          2)   All garden canopy (low roof) lights in yard area to be
               weatherproof low temp fluorescent, 3 tube strip lighting, with
               energy saving electronic ballast and tubes, layout per Lessee
               Plans. Lessee approval required for alternate lighting.

7.2 DRIVE-THRU LUMBER AND BUILDING MATERIALS YARD AREA

     A.   Lumber yard concrete slab shall be 6" concrete reinforced with fiber
          mesh on 6" minimum crushed rock base. Concrete shall have a light
          broom finish. Slab shall have a maximum drainage slope of 1-1/2% to
          trench drains per Lessee plans and specs. Sheetflow drainage is not
          permitted.

     B.   Lumber yard perimeter enclosure, entries, exits, canopies, O.H. doors,
          gates, automatic barriers, canopy roofs, shed roofs, offices,
          check-out booths and island covers shall be by Lessor per Lessee's
          plans and specs.

          1)   Perimeter walls to be a total of 24' high minimum. The lower 12'
               in height to be 6" thick precast or tilt-up concrete panels. The
               upper 12' in height to be metal siding to match metal shed
               roofing. (Total wall height 24'0"). If primary building is CMU
               construction then lower wall to be 8" CMU to match building with
               12' of metal siding above. If code, zoning or site restrictions
               prohibit use of metal siding on perimeter walls, then the walls
               shall be 6" concrete or 8" CMU for the full 24' height.

8. FRONT CANOPY AND SIGNING

     A.   Front canopy design of Lessee per Lessee's standard plans and specs to
          coordinate (if applicable) with shopping center architectural design
          (as much as possible), but shall retain Lessee's identity design
          features and must allow for Lessee signing above storefront area per
          Lessee's specifications. Canopy, to project (per Lessee's design) over
          sidewalk area with a minimum 12'0" (see Lessee's plans and specs)
          soffit height from sidewalk and contain suitable recessed lighting for
          sidewalk illumination. Provide two access hatches in underside of
          canopy per Lessee's plans.

     B.   Lessee shall be provided an area for installation of Lessee's standard
          pylon sign at the street front location of Lessee's choice. Said pylon
          sign shall be governed only local codes and ordinances. Lessee shall
          provide said sign and installation. Electrical conduit, number of
          circuits and power shall be provided by Lessor to the pylon sign
          location. Connection to be by Lessee.

     C.   Lessee shall be permitted to place any and all signs on all sides of
          the building per Lessee's normal and standard practices subject only
          to governing codes and ordinances.

                                  Page 3 of 12
<PAGE>

     D.   Canopy pitched roof area to be metal panels with standing ribs and
          seams, 26 gauge galvanized metal, factory prefinished. Color choice by
          Lessee. All by Lessor per Lessee's plans and specs.

9. PARKING LOT AND SERVICE AREA

     A. PARKING LOT LAYOUT

          1)   Parking lot layout, location of curb cuts, driveways, entrances
               and exits, service areas and location of Lessee's pylon sign
               shall be subject to Lessee's approval.

          2)   All asphalt paving, wheelchair ramps, concrete curbing,
               sidewalks, striping (including handicapped stalls, symbols and
               signs per ADA code) lot lighting, landscaping (with irrigation)
               and street curb cuts all to be provided by Lessor.

          3)   Lessee requires the International Symbol of accessibility to
               identify handicapped disability parking stalls. Location, minimum
               number of stalls, signs and symbols shall meet current local,
               State, County and Federal (ADA) codes.

          4)   All parking stalls shall be at 90-degree- angle, minimum stall
               width 8'6", minimum stall depth per local code. Compact stalls
               (depth only) are acceptable in the amount allowed by local codes.

          5)   Main drive aisle across front of store shall be a minimum of
               30'0" wide. All drive aisles connecting to street accesses shall
               be a minimum of 30'0" wide. All street access curb cuts shall be
               a minimum of 35'0" wide or wider if required by code.

B. ASPHALT PAVING AND STORE DRAINAGE

          1)   All asphalt paving to be completed over all main drive aisles,
               service areas, truck maneuvering areas, truckwell approaches, on
               grade truck zones and street accesses as soon as possible but in
               any event not later than the date set for the initial delivery of
               Lessee's lumber and pallet racking and/or merchandise fixtures.

          2)   All main drive aisles and truck access routes (truck routes per
               Lessee's requirements) thru parking and service areas to be a
               minimum of 3" asphalt of 6" crush rock over sterilized base (weed
               killer).

          3)   Parking lot drainage as required by local codes, minimum slope
               shall be 1/4" per foot (2%), maximum slope shall be 3%. Provide
               storm drain lines for all roof, canopy and covered area
               downspouts, garden yard and drive-thru lumber yard (if
               applicable) trench drain lines, truckwell catch basins and all
               parking storm drain catch basins. Sheetflow for drainage is not
               acceptable.

          4)   Site drawings showing all existing and/or finish drainage slopes
               and facilities must be approved by Lessee prior to proceeding
               with site work.

C. TRUCKWELL AND LOADING DOCK.

          1)   Depressed truckwell(s) and compactor well concrete slab(s) shall
               be a minimum length of 65'0" from the face of the dock to end of
               concrete apron. The first 10'0" from the face of the dock shall
               be flat (sloped only as needed for drainage) with catch basin and
               automatic sump pump (and other facilities required to provide
               approved drainage) and the remaining 55'0" shall have a maximum
               slope of 5% up to the asphalt approach area. All by Lessor.

          2)   Height of the truckwell dock(s) shall be per Lessee's standard
               plans and specs. Dock levelers to be provided by Lessor per
               Lessee's plans and specs. Compactor and installation by Lessee.
               Power to compactor disconnect by Lessor, connection by Lessee.

D. LANDSCAPING AND IRRIGATION.

          1)   Landscaping and irrigation shall be installed as required by
               local codes.

          2)   Landscaping shall be designed subject to Lessee's approval to
               avoid obscuring Lessee's storefront and street pylon sign with
               site screening trees.

                                  Page 4 of 12
<PAGE>

10. EXTERIOR FINISHES

     A.   All exterior walls shall be sealed or waterproofed and painted.
          Concrete block buildings shall be filled with a block filter (roller
          applied only), sealed and painted. All by Lessor.

     B.   Colors of all exterior walls and striping, canopy, trim, metal wall
          and roof panels and flashing shall be of Lessee's choice and design.
          Materials and labor by Lessor. Source and manufacturer of special
          Eagle Hardware & Garden identity colors required shall be designated
          by Lessee.

11. INTERIOR

     A.   Floors:

          1.a) Sales area minimum 5-1/2" reinforced smooth troweled concrete
               slab with fiber mesh, to be sealed with one (1) coat hardener
               sealer and curing compound after concrete placement and two (2)
               coats L & M "SEAL HARD" hardener sealer prior to store fixturing.
               Floor to be cleaned and scrubbed prior to L&M "SEAL HARD"
               application.

          1.b) Sales area floor covering per Lessee's plan to be 1/8" commercial
               grade V.C.T. with accent strip per Lessee's plans, color and
               pattern by Lessee. Tile and accent supplied and installed by
               Lessee. Lessor to clean and prep floor prior to tile
               installation.

          2)   Building materials sales area and warehouse area to be smooth
               troweled concrete, minimum of 5-1/2" thick reinforced with fiber
               mesh and sealed with one (1) coat hardener sealer and curing
               compound after concrete placement and two (2) coats L & M "SEAL
               HARD" hardener sealer prior to store fixturing. Floor to be
               cleaned and scrubbed prior to L& M "SEAL HARD" application.

          3)   Mezzanine - Corrugated steel decking with light weight concrete,
               smooth troweled floor per Lessee's plans and specs. Floor sealer
               per Para. 11.A.1.a.

          4)   Lunchroom - 1/8" commercial grade V.C.T. and 4" vinyl base by
               Lessor; base color, tile color and pattern choice by Lessee.

          5)   Office complex to be commercial grade carpet tiles and 4" vinyl
               base by Lessor. Carpet tile and base to be per Lessee's
               specifications, pattern and color.

          6)   All restroom floors to be ceramic tile by Lessor. Design,
               pattern, size, color, and manufacturer per Lessee requirements.

          7)   Drive-thru lumber yard area and garden sales yard to be 5-1/2"
               thick reinforced concrete with fiber mesh and treated with a
               concrete curing and sealing compound. Garden area includes drains
               per Lessee requirements. Light broom finish.

     B. Walls

          1)   Sales area walls per Lessee's plans and specifications will be
               gypsum board on wood or metal studding, with joints taped and
               sanded, ready for paint, and sealed to provide fire protection
               rating per code requirements. All exterior walls to be furred and
               insulated to meet Energy Code when required by local codes. All
               exposed concrete (concrete blocks) inferior surfaces, filled
               and/or patched, sealed, ready for paint. Interior front wall of
               store to be furred and sheetrocked, smooth taped (no texture) and
               painted per Lessee's plans and specs by Lessor. All interior wall
               painting by Lessor.

          2)   Bulk Storage and Stockroom - 5/8" AC plywood to replace sheetrock
               on selected walls. 16 foot high at locations per Lessee's
               interior plans. (At fork lift loaded racks).

          3)   Mezzanine - inside of mezzanine curtain walls, (mezzanine deck to
               roof) to be 5/8" gypsum, smooth taped and painted by Lessor.

          4)   Restrooms - All walls full height ceramic tile, cove base to be
               ceramic tile. Color, style, finish, layout pattern, and
               manufacturer per Lessee's plans.

          5)   Lunchroom - sheetrocked, taped, sanded, painted and 4" vinyl
               base, all by Lessor. Paint color and finish approved by Lessee.

          6)   Offices - sheetrocked, taped, and painted by Lessor per Lessee's
               specifications. Office windows (to sales Floor) to be one-way
               mirror glass by Lessor. Glass to be "stopped" per Lessee detail
               plan.

                                  Page 5 of 12
<PAGE>

          7)   All stairwells walls to offices and/or lunchroom to have Marlite
               wainscote by Lessor; color, pattern and type per Lessee. Stair
               treads (with nosing) and riser to be Roppe molded rubber; color,
               pattern, and type per Lessee. All by Lessor.

     C. Ceilings

          1)   Sales area - Ceiling clear height minimum from 20'0" under lowest
               roof structural member from finished floor. Lessor to paint
               entire underside of roof structure, including all trusses,
               joists, purlins, beams, columns, all piping and conduits. (Color
               selection, paint type and manufacturers per Lessee's requirement
               by Lessor.)

               a)   Insulation to be rigid type on top of roof deck. (See
                    "Roofing, Sheet Metal and Insulation" Section 2.A., page 1.)
                    All other insulation criteria to remain unchanged.

               b)   Sales area Halophane brand metal halide lighting to be
                    chain-hung, 18'0" bottom of fixture to sales area floor.
                    Sales area fluorescent lighting to be hung at 16'6" above
                    finished floor.

               c)   Sales area HVAC exposed ducting to be painted. All HVAC
                    supply/return grilles (diffusers) shall not be lower than
                    sales area lighting fixture at any point (unless approved in
                    writing by Lessee in each instance). All other HVAC criteria
                    shall remain unchanged.

               d)   5 x 6 insulated opaque skylights and smoke vents to be
                    provided in sales area and storage areas loading dock and
                    above stock mezzanine (approximately 1 per 1,300 square
                    feet) layout subject to Lessee's approval. Brand of
                    skylights and smoke vents subject to Lessee's approval.

     2)   Covered storage area (if applicable) to be painted per paragraph C.1.
          Provide skylights and smoke vents per paragraph C.1 (iv).

     3)   Mezzanine - within curtain walls (storage areas) over mezzanine deck
          area, no finish required, provide skylights and smoke vents per Para.
          C.1.b.(iv). Ceiling surface under mezzanine in sales area, painted by
          Lessor per Lessee requirements. No ceiling finish in storage areas
          under mezzanine required, if permitted by code.

     4)   Yard Area Canopy

          a)   4 x 8 opaque non-insulated skylights to be provided
               (approximately 1 per 1,500 square feet). Layout subject to
               Lessee's approval. Brand of skylights and smoke vents subject to
               Lessee's approval.

          b)   Paint entire underside of roof structure, including all trusses,
               joists, purlins, columns, all piping and conduits per Para.
               11.C.1.

     5)   Store offices, yard offices, receiving office, lunchroom, office
          stairwells, janitor room, and sales area under office mezzanine -
          suspended "T" bar grid ceiling with 2' x 4' (one-hour rated if
          required by code) acoustical tile. Layout direction and tile pattern
          per Lessee's choice. Ceiling height to be 8'0". (10'0" in sales area
          under mezzanines where required). Restrooms to be painted gypsum at
          8'2" above finished floor.

     D. Stairs and Railings

          All stairways to be steel construction with poured concrete treads.
          Number and location per Lessee's requirements. Pipe handrails both
          sides of all stairways. All mezzanine railings to be 42" high and meet
          all code requirements. All office (no mezzanine) stairways to have
          Roppe brand rubber stair treads, nosing, risers, and matching 18"
          rubber tiles on landings, all by Lessor. Office mezzanine stairways to
          have Marlite walnacote (See Para. 11.B.7.). Manufacturing brand, color
          and patterns by Lessee.

     E. Painting

          All interior painting and staining to be by Lessor, per Lessee's
          requirements as to design, paint type, and colors.



                                  Page 6 of 12
<PAGE>

12. HEATING - VENTILATING - AIR CONDITIONING

     A. Heating and Air Conditioning System

          1)   Furnished and installed by the Lessor. Heating system to maintain
               72 degrees Fahrenheit temperature in sales area, and 60 degrees
               Fahrenheit in storage areas per local design temperatures.
               Heating equipment for sales area to be integral with air
               conditioning. Storage area heating equipment may be suspended gas
               "space heater" type with the location subject to final approval
               by Lessee. No space heaters in sales area.

          2)   Air conditioning tonnage adequate to maintain 15 degrees
               Fahrenheit differentiation at all times with outside air
               temperature at peak local summer temperature. Engineering for A/C
               tonnage determination must be submitted for written Lessee
               approval prior to construction.

          3)   Air conditioning ductwork and diffusers suspended from roof
               structure shall maintain a minimum 18'0" clearance from lowest
               point of duct and diffusers to sales floor. Subject to Lessee's
               approval. All air conditioning units shall be roof mounted and
               screened (if required by local ordinance).

          4)   Lessee approval required on system design which shall use
               multiple individual Trane A/C units with direct interior duct
               distribution. Lessee approval on type, quantity and location of
               all other HVAC equipment. Trane A/C units may be purchased using
               Lessee's National Account pricing. Economizer and two speed
               motors to be provided on all units. All HVAC units to be roof top
               mounted. Screening (if required by local codes) to be Trane
               supplied and mounted direct on A/C units. All A/C units must have
               duct smoke detectors connected to the fire protection monitoring
               systems.

          5)   Trane Tracer Energy Management System for HVAC and Lighting
               controls installed by mechanical contractor. EMS system to be
               designed, engineered and control wired by Trane Co. Lessee's
               approval required on design, capacity, and function of EMS. HVAC
               EMS must integrate with Trane Lighting Controls EMS panels. Trane
               Tracer equipment may be purchased under same pricing structure as
               A/C units.

          6)   Lessor to utilize Trane technicians for initial HVAC and EMS
               startup. Mechanical contractor to be responsible for coordination
               of all HVAC and EMS installation, control wiring and start-up
               operations with Trane Co. technicians.

          7)   Ceiling Fans - (if required per Lessee's option) 1 per 4,000
               square feet sales and warehouse areas by Lessor. Lessee to
               approve final layout. Lessee retains option to sell ceiling fans
               to contractor.

     B. Other Mechanical Requirements

          1)   Fire sprinkler for Lessee's facility to be designed by Tomes,
               VanRickley & Associates, Fire Design Group Co. Fire, Building,
               Life, Safety, Hazmat Consultants. Contact person is Steve
               Goyette, 8265-A Vickers Street, San Diego, CA 92111, (619)
               576-6466.

          2)   All mechanical work and materials shall be approved by the
               applicable codes involved.

          3)   Fire sprinkling shall be designed and installed per all governing
               codes and the entities listed below, and rated at:

                           Fire flow - 3,000 GPM
                           Sprinkler density - .60 @ 2,000 s.f. (high density)

          4)   Lessee's insurance company's requirements and local Fire
               Marshall, but not less than Lessee's minimum requirements.

          5)   Sprinkler system to have capacity and capability for expansion to
               meet Lessee requirements in regard to additional rack supported
               storage mezzanine all permanent displays and for any required "in
               rack" sprinkling of high piled storage racking and other
               merchandise fixtures and lumber/sheet goods pigeon hole rack.
               Provide supply stubs for built-in display locations per Lessee
               requirements. Location of main valve, plan and location of all
               sprinkler lines and heads prior to final installation subject to
               Lessee approval. All sprinkler piping to be cleaned by sprinkler
               contractor, suitable for painting by Lessor.

                                  Page 7 of 12
<PAGE>

          6)   All sprinkler supply piping below mezzanine in sales area
               lighting display and in backroom stock area shall not be lower
               than bottom of mezzanine structural members (all piping to be
               kept up between trusses and beams).

13. PLUMBING

     A.   Fixtures

          Standard vitreous china fixtures with hardware supplied by Lessor,
          commercial design, with commercial valves, toilets to be wall hung,
          (elongated type). All mirrors and dispensing fixtures and equipment
          supplied by Lessor. Brand and type to be approved by Lessee.

     B.   Hose Bibbs and Hydrants

          Freezeless type (except Hawaii), location per Lessee requirements.

     C.   Other Requirements

          1)   All plumbing work and materials shall be approved by the
               applicable codes involved.

          2)   gallon water heater serving lunch room, customer restrooms and
               janitor's closet at front of store. 20 gallon water heater
               serving employees restrooms and handicapped lunch room at rear of
               store.

          3)   Refrigerated drinking fountain, semi-recessed handicapped type,
               at customer restrooms, employee restrooms and customer rest area.

          4)   Interior plant area - Slope floor and provide trench drain per
               Lessee's requirements. Supply water rough-in to plant area
               trellis and water and drain line to plant service counter per
               Lessee requirements.

          5)   Exterior Garden Sales Area - provide hydrants and trench drains,
               with appropriate floor drainage slope, all per Lessee's
               requirements.

          6)   Vendor Closets - Provide rough-in for water supply, sanitary
               drain and for 20 gallon hot water heater, all at both front and
               back-room vender closets per Lessee's plans and specs.

14. ELECTRICAL POWER AND LIGHTING

     A.   Electrical Service, Equipment, Devices and Systems

          1)   Service supplied by a 277/480 volt, 3-phase, 4 wire, 2000 amp
               minimum main power supply. Service to be metered through 2,000
               amp main breaker to subpanels, and disconnects. Provide separate
               200 amp, 42 circuit, panels, quantity and location per Lessee
               requirements for Lessee's lighting displays plus additional
               panels, J boxes, and power, to supply adequate capacity for
               Lessee's other displays and fixtures as per Lessee's
               specifications. Location and capacity of each panel per Lessee
               requirements. All interior and exterior building lighting, fans,
               all other electrically operated equipment and HVAC panels, as
               needed, to be in separate panels from the Lessee display panels
               described above. All main electrical service panels, switchgear
               and all subpanels and disconnects to be Square D brand.

          2)   Provide necessary junction boxes and sufficient 20 amp circuits
               in canopy at Lessee sign location and building exterior for each
               Lessee sign. Provide necessary weatherproof junction boxes and
               sufficient 20 amp circuits on building exterior at locations of
               Lessee's choice for seasonal display lighting. Power provided to
               location of Lessee's choice for pylon sign if applicable. Conduit
               capacity for pylon, minimum of four (4) 20 amp circuits. All sign
               and seasonal display lighting circuits to be controlled by photo
               cell "on" and time switch "off". All sign and seasonal display
               lighting controlled thru Tracer EMS.

                                  Page 8 of 12
<PAGE>

          3)   Duplex outlets located per code and Lessee's requirement on
               perimeter walls, main partition wall and at storefront areas. One
               (1) duplex outlet at each column location at height acceptable to
               Lessee. Power and circuiting to be provided to suit Lessee
               requirements in floor at all counter locations and special
               circuitry required by cash registers at all check stand
               locations, counters and manager's office for clean computer
               power. Junction boxes and conduit in floor and walls located
               according to Lessee requirements containing an adequate number of
               circuits to allow for power for Lessee displays and equipment.
               Also, conduits above and below slab as needed for telephone,
               P.O.S. and AS-400 Computer Systems, video monitoring, and
               intercom conduits by Lessor to locations as required by Lessee.
               All cabling by Lessee. Three (3) No. 2 walker ducts under all
               checkstand locations at front and side of sales area, and under
               all service counter locations for power, telephone, computer, and
               intercom to be provided by Lessor, location per Lessee
               requirements.

          4)   Size all panels to provide for 20% spare capacity for circuiting.
               (After all Lessee fixtures are hooked up.) Maximum panel
               utilization to be 80%.

          5)   Verify all specialty conduit requirements with Lessee prior to
               construction as to location, routing, size, and quantity.
               Specialty Systems are telephone, P.O.S., AS-400, sound, video
               monitoring and security system.

          6)   Trane Tracer Energy Management System for all lighting controls
               by electrical contractor. (See Para. 12.A.5. and 12.A.6.) Lessee
               approval required on design, capacity, and function of EMS.
               Lighting EMS must integrate with HVAC EMS. All Energy Management
               Control wiring by Trane Co. for Lessor.

     B.   Lighting

          1.a) Sales areas, open areas, high over display areas, building
               materials areas, and storage areas lighting per Lessee's store
               layout plans, will be high bay type Halophane 400 watt metal
               halide fixtures #EAGPS40L MHMTY85312 and #EAGPS40L MHMTY 85312-EM
               restrike fixtures. Fixtures include prewired 12' cord and plug,
               safety chain, hook and Sylvania MP lamp. Halophane fixtures may
               be purchased using Lessee's national account pricing. Layout of
               metal halide fixtures in sales area to be per Lessee's lighting
               plans. Light to be hung 18'0" to bottom of fixture. (Except as
               noted otherwise for specific areas designated on Lessee's
               lighting plans). All metal halide lighting shall be circuited to
               have every other fixture (50/50) (in each row) operate together.
               Provide a separate night light circuit per code and Lessee
               requirement. Provide battery powered "Emergency Backup Lights" as
               required by code and/or Lessee.

          1.b) Sales area aisle way lighting in fixture rows to be 3-tube
               fluorescent with reflector shade, chain-hung fluorescent strip
               lighting with energy saving ballasts (electronic) and tubes or
               equal, fluorescent lighting to be hung at 16'0" to bottom of
               fixture. (Except as noted otherwise for specific areas designated
               on Lessee's lighting plans). Lighting layout to be per Lessee's
               fixture plans. All sales area fluorescent lighting shall be
               circuited to provide for one (1), two (2), or three (3) tube
               operation in each fixture. Provide separate night light circuit
               per code and Lessee requirements.

          2)   Stock areas (above and below mezzanines) - fluorescent two tube
               strip lighting with energy saving ballasts and tubes are required
               to provide 50' candle minimum. Final fixture placement to
               coincide with aisle ways and Lessee's shelving and store
               fixtures. Fixtures shall be mounted (individually if necessary)
               to provide maximum clearance available from floor.

          3)   Warehouse areas = refer to Section B.1.a.

          4)   Parking, security, service areas and exterior of building to be
               high pressure sodium, flood lights to provide optimum intensity
               lighting, control by photo cell "on" and time switch "off".

          5)   All placement, quantity and/or row spacing, circuiting and
               direction of all lighting fixtures in all areas, interior and
               exterior, subject to Lessee approval.

                                  Page 9 of 12
<PAGE>

          6)   Covered Garden Yard & Covered Drive-Thru Lumber and Building
               Materials Yard:

               a)   Outside high covered yard areas to be high bay type
                    Halophane 250 watt metal halide fixture #EAGPS250 MHMTY
                    985312 and #EACPS250 MHMTY 85312-EM restrike fixture.
                    Fixtures include prewired 12' cord and plug, safety chain,
                    hook and Sylvania MP lamp. Halophane fixtures may be
                    purchased using Lessee's national account pricing. Light
                    fixture to be per Lessee's lighting plans and 18' from
                    finish floor of yard area to bottom of fixture. (Except as
                    noted otherwise for specific areas designated on Lessee's
                    lighting plans).

               b)   All low covered area lights in garden yard area to be
                    weatherproof low temp fluorescent, 3 tube strip lighting,
                    with energy saving ballasts and tubes, layout per Lessee
                    plans. Circuited to have one (1), two (2), or three (3) tube
                    operation in each fixture.

     C.   Other Requirements

          1)   All electrical work and material shall be as approved by the
               applicable codes involved.

          2)   No aluminum wire allowed anywhere.

          3)   All materials supplied by the electrical contractor shall meet
               the requirements of the National Board of Fire Underwriters for
               the class of service for which they are used.

          4)   All final connections to Lessee furnished fixtures and equipment
               shall be by Lessee.

          5)   Main electrical service - location of main electrical service in
               building subject to final approval by Lessee.

          6)   Electrical contractor to provide panels (except LCC panels which
               are purchased from the Trane Co.), conduits, wires and
               contractors to facilitate installation of the Trane Tracer Energy
               Management System.

          7)   EMS lighting control will control the sales area, warehouse,
               garden yard and covered yard area. Also, control the exterior
               security, parking lot lighting, exterior season display lighting
               and signing by a photocell on the roof connected to the lighting
               control.

15. MISCELLANEOUS

     A.   All interior and exterior design, decor and structural alterations or
          modifications that deviate from Lessee's plans and specifications are
          subject to Lessee's prior written approval before initiation. Lessee
          reserves the right to require all non-approved installations or
          deviations of any type or kind to be removed, replaced or
          re-accomplished at Lessor's expense.

     B.   SIGNS - All signs are to be of Lessee's choice as to location, size,
          color, etc., on the property (as applicable) and the building except
          as prohibited by local codes, etc. Electrical power to all signs to be
          controlled by photocell on, timer "off". Electrical connection by
          Lessor. Signs controlled thru Tracer EMS.

     C.   Upon the execution of a lease and after receipt of preliminary
          building plans, the Lessee shall forthwith prepare and deliver to
          Lessor a store and fixture layout plans sufficient in detail so that
          Lessor may prepare its drawings and specifications for such work set
          forth in these general specifications and requirements. Lessee's
          interior display, finish drawings and racking plans (if required) to
          be incorporated with Lessor's drawings for permit purposes.

     D.   In addition to the aforementioned items, Lessee will supply all
          fixtures and equipment necessary for it to conduct its retail
          business.

     E.   All signs, trade fixtures, warehouse storage fixtures and equipment
          and special constructed merchandise displays and other fixtures and
          displays installed by Lessee shall remain Lessee's property.

     F.   Lessee shall have the right to choose colors and graphic design
          desired for their store and all of its departments, interior and
          exterior. All interior display painting (except for exposed ceiling.
          See Section C.1.b.) will be by Lessee.

     G.   All display carpet tiles will be furnished by Lessee and installed by
          Lessee.

                                 Page 10 of 12
<PAGE>

16. APPROVALS

     All approvals and option selections required of Lessee shall be furnished
     only in writing and signed by the proper duly authorized Lessee personnel.

ACCEPTED and AGREED TO for:

LESSOR:
       --------------------------
By
   ------------------------------
     Its 
         ------------------------
By       
   ------------------------------
         Its
         ------------------------
Date:
      ---------------------------


Submitted as written by:

LESSEE: EAGLE HARDWARE & GARDEN, INC.
By       
   ------------------------------
     Its
         ------------------------
Date:
      ---------------------------



                                 Page 11 of 12


<PAGE>



                            EXHIBIT "C" SITE PLAN

                                  [GRAPHIC]






<PAGE>

WHEN RECORDED MAIL TO:
                                   EXHIBIT D

Bill Moloney
5711 N.E. Tolo Road
Bainbridge Island, WA 98110

                              MEMORANDUM OF LEASE

NOTICE IS HEREBY GIVEN THAT;

         By Lease, dated December 5, 1997, Harlan D. Douglass and Maxine H.
Douglass, husband and wife, whose address is E. 815 Rosewood Avenue, Spokane,
Washington 99208 ("Landlord"), leased to Eagle Hardware & Garden, Inc., a
Washington corporation, whose address is 981 Powell Avenue, S.W., Renton,
Washington 98055 ("Tenant"), those premises and improvements situated in Coeur
d'Alene, Idaho, legally described as set forth in Exhibit A attached hereto and
incorporated herein by reference.

         The terms and conditions of said Lease are stated therein, which is for
a term of 20 years 2 months, commencing on December 1, 1997 ("Commencement
Date"), and terminating 20 years 2 months after the Commencement Date. The Lease
contains 2 consecutive 5 year options to extend the Lease.

         This instrument is merely a memorandum of the aforementioned Lease 
and is subject to all the terms, conditions and provisions thereof. All of 
the rights and obligations of the parties, as set forth in the Lease and any 
addenda thereto, shall benefit and bind the parties' successors-in-interest.

         In the event of any inconsistency between the terms of this instrument
and said Lease, the terms of said Lease shall prevail as between the parties.

               DATED this ___ day of _________________, 1997

LANDLORD:                                          TENANT:
                                                   EAGLE HARDWARE & GARDEN, INC.
                                                   a Washington Corporation

                                                   By:
----------------------------                          ----------------------
HARLAN D. DOUGLASS                                    RICHARD T. TAKATA

                                                       Its: President
----------------------------                               -----------------
MAXINE H. DOUGLASS

STATE OF WASHINGTON        )
                           )ss.
COUNTY OF SPOKANE          )

         On this ______ day of December, 1997, before me, a Notary Public in and
for the State of Washington, duly commissioned and sworn, personally appeared
HARLAN D. DOUGLASS and MAXINE H. DOUGLASS, husband and wife, known to me to be
the individuals named in and who executed the foregoing document, and
acknowledged to me that they signed the same as their free and voluntary act and
deed for the uses and purposes therein mentioned.

                    WITNESS my hand and official seal the day and year in this
                    certificate above written.


                                         ---------------------------------------
                   Notary Public in and for the State of Washington, residing at

                                         ---------------------------------------
                   My commission expires:
                                         ---------------------------------------

STATE OF WASHINGTON        )
                           )ss.
COUNTY OF KING             )

         On this _______ day of December, 1997, before me, a Notary Public in
and for the State of Washington, duly commissioned and sworn, personally
appeared RICHARD T. TAKATA, to me known to be the President of EAGLE HARDWARE &
GARDEN, INC., the corporation named in and which executed the foregoing
instrument; and he acknowledged to me that he signed the same as the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, being authorized so to do, and that the corporate seal affixed
thereto is the seal of said corporation.

                    WITNESS my hand and official seal the day and year in this
                    certificate above written.

                                         ---------------------------------------
                   Notary Public in and for the State of Washington, residing at

                                         ---------------------------------------
                   My commission expires:
                                         ---------------------------------------

                                 
<PAGE>

WHEN RECORDED MAIL TO:

                                   EXHIBIT E

Bill Moloney
5711 N.E. Tolo Road
Bainbridge Island, WA 98110

                         NON-DISTURBANCE ATTORNMENT AND
                         ------------------------------
                            SUBORDINATION AGREEMENT
                            -----------------------

         EAGLE HARDWARE & GARDEN, INC., a Washington corporation ("Tenant") has
entered into a Lease (the "Lease"), dated December 5, 1997, with Harlan D.
Douglass and Maxine H. Douglass, husband and wife ("Landlord"), for the premises
situate in Coeur d'Alene, Idaho, and legally described as set forth in Exhibit A
attached hereto and incorporated herein by reference (the "Premises"), and
further described in the Lease.

________________________ ("Beneficiary") is the holder of the beneficial
interest under a deed of trust on the Premises, dated ___________________
recorded in the Auditor's Office in the County of Kootenani, State of Idaho,
under the Recording No. ____________ (the "Deed of Trust"). Tenant and
Beneficiary desire to establish certain rights, safeguards, obligations and
priorities with respect to their respective interests by means of the following
non-disturbance, attornment and subordination agreements.

         NOW THEREFORE, the parties hereto covenant and agree as follows:

         1. Provided the Lease is in full force and effect and there are no
uncured defaults by Tenant thereunder beyond any applicable period for cure,
then:

               (a) The right of possession of Tenant to the Premises and
               Tenant's rights arising out of the Lease shall not be affected or
               disturbed by Beneficiary in the exercise of any of its rights
               under the Deed of Trust or the Note secured thereby.

               (b) Tenant shall not be named in any foreclosure action related
               to the Deed of Trust, unless required by law.

               (c) In the event that Beneficiary or any other person acquires
               title to the Premises pursuant to the exercise of any remedy
               provided for in the Deed of Trust or under the laws of the state
               in which the Premises are located, the Lease shall not be
               terminated or affected by said foreclosure or sale resulting from
               any such proceeding; and Beneficiary hereby covenants that any
               sale by it of the Premises pursuant to the exercise of any rights
               and remedies under the Deed of Trust or otherwise, shall be made
               subject to the Lease and the rights of Tenant thereunder, and
               Tenant covenants and agrees to attorn to Beneficiary or such
               other person as its new lessor, and the Lease shall continue in
               full force and effect as a direct lease between Tenant and
               Beneficiary or such other person, as Landlord, upon all the
               terms, covenants, conditions and agreement set forth in the Lease
               between Tenant and Landlord. However, in no event shall
               Beneficiary or such person be:

                    (i) liable for any act or omission of Landlord;

                    (ii) bound by any payment of rent made by Tenant for periods
                    extending beyond the last day of the month in which the date
                    of said foreclosure or sale occurs.

                    (iii) bound by any amendment to the Lease made subsequent to
                    the date of this Agreement without the written consent of
                    Beneficiary, which consent shall not be unreasonably
                    withheld or delayed or withheld for the Purpose of
                    effectuating a change in terms to the Deed of Trust.
                    Beneficiary hereby consents to any such subsequent amendment
                    if the primary purpose of such amendment is to provide for
                    the expansion or remodeling of the Premises or an extension
                    of the primary term or option periods, so long as there is
                    no decrease in the minimum rent payable under the Lease; or

                    (iv) subject to any offsets or defenses which Tenant might
                    have against Landlord.

     The rights and obligations of Tenant and Beneficiary, upon such attornment
shall, to the extent of the remaining balance of the term of the Lease,
including any renewals or extension thereof, be the same as set forth in the
Lease and by this reference the Lease is incorporated herein as part of this
Agreement.

         2. The Lease shall be subject and subordinate to the lien of the Deed
of Trust and to all the terms, conditions and provisions thereof, to all
advances made or to be made thereunder, and to any renewals, extensions
modifications or replacements thereof, not inconsistent with Paragraph 1 of this
Agreement. Beneficiary agrees to make any insurance and condemnation proceeds
available for the purposes set forth in the Lease.

                                     1 of 2
<PAGE>

         3. Any notices or other communication required or desired to be given
by one party to the other party hereto shall be given in writing by mailing the
same by certified United States mail, return receipt requested, postage prepaid,
addressed as follows:

               To Tenant:  Eagle Hardware & Garden, Inc.
                           981 Powell Avenue S.W.
                           Renton, WA 98055
                           Attn: David J. Heerensperger
                           Chairman

           With a copy to: Bill Moloney
                           5711 N.E. Tolo Road
                           Bainbridge Island, WA 98110

           To Beneficiary:
                          ---------------------------------
                          ---------------------------------
                          ---------------------------------

or to such other addresses as the respective parties may, from time to time,
designate by notice given as provided in this Agreement.

         4. This Agreement may not be modified other than by an agreement in
writing signed by the parties hereto or by their respective
successors-in-interest.

         5. This Agreement shall insure to the benefit of and be binding upon
the parties hereto and their successors and assigns.

         6. The foregoing provisions shall be self-operative and effective
without the execution of any further instruments on the part of either party
hereto.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of this ________ day of _____________, 1997.

BENEFICIARY:                               TENANT:

                                                   EAGLE HARDWARE & GARDEN, INC.
                                                     a Washington corporation

By:                                                By:
   ------------------                                 ------------------
                                                      RICHARD T. TAKATA
Its____________________                            Its President


                                     2 of 2
<PAGE>

WHEN RECORDED MAIL TO:

Bill Moloney
5711 N.E. Tolo Road
Bainbridge Island, WA 98110

                              MEMORANDUM OF LEASE
                              -------------------

NOTICE IS HEREBY GIVEN THAT;

         By Lease, dated December 5, 1997, Harlan D. Douglass and Maxine H.
Douglass, husband and wife, whose address is E. 815 Rosewood Avenue, Spokane,
Washington 99208 ("Landlord"), leased to Eagle Hardware & Garden, Inc., a
Washington corporation, whose address is 981 Powell Avenue, S.W., Renton,
Washington 98055 ("Tenant"), those premises and improvements situated in Coeur
d'Alene, Idaho, legally described as set forth in Exhibit A attached hereto and
incorporated herein by reference.

         The terms and conditions of said Lease are stated therein, which is for
a term of 20 years 2 months, commencing on December 1, 1997 ("Commencement
Date"), and terminating 20 years 2 months after the Commencement Date. The Lease
contains 2 consecutive 5 year options to extend the Lease.

         This instrument is merely a memorandum of the aforementioned Lease and
is subject to all the terms, conditions and provisions thereof. All of the
rights and obligations of the parties, as set forth in the Lease and any addenda
thereto, shall benefit and bind the parties' successors-in-interest.

         In the event of any inconsistency between the terms of this instrument
and said Lease, the terms of said Lease shall prevail as between the parties.
DATED this ___ day of _________________, 1997

LANDLORD:                                    TENANT:

                                             EAGLE HARDWARE & GARDEN, INC.
                                             a Washington Corporation

____________________________                 By:____________________
HARLAN D. DOUGLASS                              RICHARD T. TAKATA

______________________                          Its:President and C.E.O.
MAXINE H. DOUGLASS

STATE OF WASHINGTON        )
                           )ss.
COUNTY OF SPOKANE          )

         On this ______ day of December, 1997, before me, a Notary Public in and
for the State of Washington, duly commissioned and sworn, personally appeared
HARLAN D. DOUGLASS and MAXINE H. DOUGLASS, husband and wife, known to me to be
the individuals named in and who executed the foregoing document, and
acknowledged to me that they signed the same as their free and voluntary act and
deed for the uses and purposes therein mentioned.

                    WITNESS my hand and official seal the day and year in this
                    certificate above written.

                                         ---------------------------------------
                   Notary Public in and for the State of Washington, residing at

                                         ---------------------------------------
                   My commission expires:
                                         ---------------------------------------



STATE OF WASHINGTON        )
                           )ss.
COUNTY OF KING             )

         On this _______ day of December, 1997, before me, a Notary Public in
and for the State of Washington, duly commissioned and sworn, personally
appeared RICHARD T. TAKATA, to me known to be the President of EAGLE HARDWARE &
GARDEN, INC., the corporation named in and which executed the foregoing
instrument; and he acknowledged to me that he signed the same as the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, being authorized so to do, and that the corporate seal affixed
thereto is the seal of said corporation.

                    WITNESS my hand and official seal the day and year in this
                    certificate above written.

                                         ---------------------------------------
                   Notary Public in and for the State of Washington, residing at

                                         ---------------------------------------
                   My commission expires:
                                         ---------------------------------------

                                       1
