LEASE AGREEMENT





         THIS LEASE, made and entered into this 1st day of May, 1999, by and

between G&R, INC., a Georgia corporation ("Landlord"), and MALG, INC., a Georgia

corporation d/b/a K&G Ladies ("Tenant").



         1. Demised Premises. Landlord hereby leases to Tenant the building and

improvements located at 1777 Ellsworth Industrial Boulevard, Atlanta, Georgia

30318 (the "Demised Premises"), which Demised Premises are more particularly

depicted on Exhibit "A" attached hereto and by this reference made a part

hereof. This Lease and the Demised Premises are subject to all easements,

restrictions, covenants and conditions of record, and to all building and zoning

ordinances and regulations and other local jurisdictional regulations.



         2. Term. The term of this Lease (the "Term") shall commence on the date

set forth at the beginning of this Lease (the "Commencement Date"), and

terminate on April 30, 2004. Each lease year (a "Lease Year") during the Term

and, as applicable, the "Extended Term" (as such term is defined herein) shall

begin, as applicable, on the Commencement Date or the anniversary date of the

Commencement Date, and shall end on the day immediately prior to the next

anniversary date of the Commencement Date. Tenant shall have the option to

extend this Lease for an additional period of five (5) years (the "Extended

Term") by providing written notice of its intention to extend to Landlord not

later than ninety (90) days prior to the expiration of the Term. In the event

that Tenant elects to extend this Lease, all of the provisions hereof shall

remain in full force and effect during the course of the Extended Term.



         3. Rent. All rent due hereunder shall be payable at the office of the

Landlord at 1225 Chattahoochee Avenue, N.W., Atlanta, Georgia 30318, or such

other address as Landlord may hereafter designate in writing. Tenant shall pay

all rent when due without any right to abatement, offset, deduction, notice or

demand. Rent due hereunder shall consist of the following:



                  (a) Annual base rent ("Base Rent'), which for the first Lease

Year shall be Seventy-Two Thousand and No/100 Dollars ($72,000.00), and shall

thereafter be adjusted as set forth below. Annual Base Rent shall be payable in

advance in equal monthly installments on the first day of each month during the

Term and, as applicable, the Extended Term. Base Rent for any fraction of any

month during the Term and, as applicable, the Extended Term, shall be prorated

according to the number of days that the Lease is in effect for such month.



                           (i) On each anniversary of the Commencement Date

during the Term and, as applicable, the Extended Term, annual Base Rent shall be

adjusted by multiplying (i) the annual Base Rent for the preceding Lease Year by

(ii) the percentage change of the "CPI" (as that term is herein defined) for the

eleventh month of the preceding Lease Year from the CPI for the first month of

the preceding Lease Year, plus one hundred percent (100%). An example of how to

determine the change in the annual Base Rent is set forth below. In no event

shall the annual Base Rent during any Lease Year be less than the annual Base

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