Renewal And Modification Agreement

Second Lease Renewal and Modification Agreement

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                                                First Floor Space


         SECOND LEASE RENEWAL AND MODIFICATION AGREEMENT


     THIS  SECOND  LEASE RENEWAL AND MODIFICATION AGREEMENT  (the
"Agreement")  is made and entered into effective as  of  December
___,  2000  (the  "Effective Date"), by and between  JACKSONVILLE
HOLDINGS, INC., a Florida corporation ("Landlord"), and  LANEY  &
DUKE  TERMINAL  WAREHOUSE COMPANY, INC.,  a  Florida  corporation
("Tenant").

                      W I T N E S S E T H:

     WHEREAS,  Jacksonville Center, Inc., a  Florida  corporation
("JCI"),  and  Tenant entered into that certain  Warehouse  Space
Lease Agreement dated December 1, 1994 (the "Lease"), pursuant to
which  JCI  leased to Tenant and Tenant leased from  JCI  certain
Leased  Premises  (herein so called) consisting of  approximately
596,676  square  feet of space designated as Sections  1.2,  1.3,
1.4,  1.5, 1.6 and 1.7 located on the first floor of the building
(the  "Building") included in the facility known  as  One  Imeson
Center  (the  "Property"), located at One Imeson Park  Boulevard,
Building 100, Jacksonville, Florida 32210;

     WHEREAS,  the Lease was subsequently modified to include  in
the Leased Premises a portion of Section 1.1 of the Building;

     WHEREAS,   the  Lease  was  further  modified  and  extended
pursuant to that certain Lease Renewal and Modification Agreement
dated  effective as of January 1, 1996, by and between JCI (which
was then known as Imeson Center, Inc.) and Tenant;

     WHEREAS,  Landlord  is  JCI's  successor-in-title   to   the
Building  and the Property and has succeeded to the interests  of
JCI as landlord under the Lease;

     WHEREAS,  Landlord and Tenant desire to extend the  term  of
the  Lease  and to further modify and amend certain of the  terms
and provisions of the Lease, all as herein provided;

     NOW,  THEREFORE,  for  and in consideration  of  the  mutual
covenants   herein  set  forth  and  other  good   and   valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged, Landlord and Tenant hereby agree as follows:

     1.   Recitals.  The foregoing recitals are true and correct and
are hereby incorporated into the text of this Agreement.

     2.   Definitions.  All capitalized terms in this Agreement shall
have the same definitions as provided in the Lease except as  may
otherwise be provided herein

     3.   Leased Premises.  The Lease is hereby further modified and
amended  to provide that the Leased Premises shall, effective  as
of  January 1, 2001, consist of approximately 307,538 square feet
of  space designated as Sections 1.1, 1.3, 1.5, and approximately
9,200  square feet in Section 1.2 in the Building, and  no  other
space  in the Building.  The approximately 9,200 square  feet  of
space  in Section 1.2 of the Building that shall be part  of  the
Leased  Premises during the Extended Base Term is currently  used
by Tenant as an office and, notwithstanding anything contained in
the  Lease  to  the contrary, shall be used solely as  an  office
during  the Extended Base Term.  On or before December 31,  2000,
Tenant  shall (i) vacate all of Sections 1.4, 1.6 and 1.7 in  the
Building, together with all of Section 1.2 in the Building except
for  the  9,200  square feet of office space  (collectively,  the
"Relinquished Space"), and (ii) surrender the Relinquished  Space
to  Landlord in accordance with Section 5.6 of the Lease.  In the
event   that  Tenant  fails  to  so  vacate  and  surrender   the
Relinquished  Space  on  or  before  December  31,  2000,  Tenant
acknowledges and agrees that such holding over by Tenant shall be
subject  to  Section  10.14  of the Lease.   Notwithstanding  the
foregoing  or  any other provision of the Lease,  Landlord  shall
have  the right, upon sixty (60) days' written notice to  Tenant,
to  terminate  the Lease as to Section 1.5 in the Building  only,
and within sixty (60) days of receipt of such termination notice,
Tenant  shall  vacate and surrender to Landlord  Section  1.5  in
accordance  with  Section 5.6 of the  Lease.   In  the  event  of
Landlord's exercise of such termination option as to Section  1.5
and  Tenant's timely and proper vacation and surrender of Section
1.5  and  payment  of all Base Rent and all Additional  Rent  and
other  charges under the Lease applicable to Section 1.5  through
the  date  of termination, Base Rent and all additional rent  and
other   charges  payable  under  the  Lease  shall   be   reduced
proportionately based on the 99,446 square foot area  of  Section
1.5.

     4.    Extension of Base Term.  The base term of the Lease as
provided in Section 2.1 of the Lease, as previously extended,  is
hereby  further  extended  for a period  of  twelve  (12)  months
commencing  on January 1, 2001, and ending on December  31,  2001
(the "Extended Base Term"), on the terms and conditions set forth
in the Lease, as herein modified and amended.

     5.   Base Rent.  During the Extended Base Term Tenant hereby
covenants and agrees to pay (i) Base Rent of $83,291.54 per month
for  each  and every month during the Extended Base  Term.   Each
such  installment  of  Base  Rent shall  be  payable  in  advance
commencing on January 1, 2001, and continuing thereafter  on  the
first  day of each calendar month through and including  December
1,  2001, in lawful United States currency, together with any and
all  sales or use taxes levied upon the use or occupancy  of  the
Leased  Premises, and (ii) any Additional Rent or  other  charges
payable under the Lease, as herein modified and amended.

     6.   No Option to Renew.  Tenant acknowledges and agrees that it
has  no option or other right to renew or extend the term of  the
Lease beyond the Extended Base Term.

     7.   Operating Expenses.  Section 3.3 of the Lease is hereby
amended to provide that, as of January 1, 2001, Tenant's pro-rata
share  of  Operating  Expenses shall be  17.93  percent  (307,538
divided by 1,715,000).

     8.   Maintenance and Repair.  Tenant hereby acknowledges that, to
comply  with its obligations under Sections 5.4 and  5.6  of  the
Lease, Tenant must cause certain repairs to be made to the Leased
Premises (including, without limitation, the Relinquished Space).
Without limiting the rights and remedies of Landlord in the event
of  Tenant's failure to make such repairs, Landlord shall  notify
Tenant  of  the date and time reasonably designated  by  Landlord
during  which  Landlord shall inspect the Leased Premises  as  it
exists on the Effective Date  (including, without limitation, the
Relinquished  Space)  to  identify all  items  of  damage  and/or
improper  maintenance  for which Tenant is  responsible.   Tenant
shall   permit Landlord to inspect the Leased Premises  for  such
purposes, and upon completion of such inspection, Landlord  shall
provide  Tenant with a list of all items requiring repair  and/or
replacement at that time.  Upon Landlord's identification of such
items,  Landlord shall be authorized to make all  listed  repairs
and/or  replacements  at  Tenant's  expense,  using  a  reputable
contractor  selected  by Landlord.  As such  items  are  repaired
and/or  replaced, and/or upon completion of such  repairs  and/or
replacements,  Landlord  shall deliver  to  Tenant  one  or  more
invoices for the cost of such work, which cost shall be deemed to
be Additional Rent under the Lease, and Tenant shall pay each and
every  invoice  in  full  within fifteen (15)  days  of  receipt.
Landlord and Tenant shall also follow the foregoing procedure  as
to  Section  1.5  in  the  Building in the  event  of  Landlord's
exercise  of  the termination option as provided in  paragraph  3
above.

     Landlord  shall  notify Tenant of the date  and  time  of  a
further  joint  inspection of the Leased Premises  (but  not  the
Relinquished Space) approximately ninety (90) days prior  to  the
end  of the Extended Base Term.  Tenant shall permit Landlord  to
inspect   the  Leased  Premises  for  such  purposes,  and   upon
completion of such inspection, Landlord shall provide Tenant with
a   list   of  all  additional  items  requiring  repair   and/or
replacement at that time.  Upon Landlord's identification of such
items,  Landlord shall obtain and deliver to Tenant  an  estimate
from  a reputable contractor selected by Landlord of the cost  of
the  repairs and/or replacements necessary to address such  items
or   otherwise   arrange  to  accomplish  such   repairs   and/or
replacements in a manner satisfactory to Landlord and at Tenant's
sole cost and expense.  Within fifteen (15) days after receipt of
such  estimate  or  the  completion of such arrangements,  Tenant
shall  deposit  with Broad and Cassel, as escrowee,  one  hundred
twenty  percent  (120%)  of the amount of  such  estimate  and/or
arrangements, and the escrowee shall be entitled to  disburse  to
Landlord,  upon receipt of invoices for items of such work,  with
the  balance,  if any, of the escrowed funds to  be  returned  to
Tenant upon completion of such work.  Nothing in this paragraph 8
shall  be  deemed  to relieve Tenant of any  of  its  duties  and
obligations  under the Lease, including without limitation  those
set  forth in Sections 5.4 and 5.6, and nothing in this paragraph
8  shall  be deemed to limit Landlord's remedies in the event  of
Tenant's default under the Lease.

     9.   Landlord's Obligations.  Tenant hereby acknowledges and
agrees  that  all of Landlord's obligations accruing  as  of  the
Effective  Date  of this Agreement have been fully  and  properly
fulfilled,  including  without  limitation  those  set  forth  in
Section 5.3 of the Lease.

     10.  Landlord's Address.  For purposes of Section 10.6 of the
Lease,  Landlord's  address is hereby  modified  and  amended  as
follows:

                         Jacksonville Holdings, Inc.
                         c/o Excal Enterprises, Inc.
                         100 North Tampa Street
                         Suite 3575
                         Tampa, Florida  33602

     11.  No Further Amendment.  Except as specifically set forth
in  this Agreement, the Lease shall remain unaltered and in  full
force and effect.

     IN  WITNESS WHEREOF, Landlord and Tenant have executed  this
Agreement as of the date set forth above.

Witnesses:                       LANDLORD:

                                 JACKSONVILLE HOLDINGS, INC., a
                                 Florida corporation


/S/ SHARON L. BRECHUE            By:  /S/ W. ARIS NEWTON
Print Name:   Sharon L. Brechue        Name: W. Aris Newton
                                       Title: President

Print Name:
                                 Date of Execution: 1/11/01


                                 TENANT:

                                 LANEY & DUKE TERMINAL WAREHOUSE
                                 COMPANY, INC., a Florida
                                 corporation

/S/ CONSTANCE H. OWENS           By:  /S/ THOMAS A. DUKE
Print Name: Constance H. Owens         Name: Thomas A. Duke
                                       Title: President
/S/ J. SHEA BULLARD
Print Name: J. Shea Bullard      Date of Execution:  12/19/00



                             CONSENT


      SARA LEE KNIT PRODUCTS, A DIVISION OF SARA LEE CORPORATION,
a  Delaware corporation, hereby consents to the foregoing  Second
Lease  Renewal  and  Modification  Agreement  and  to  the  prior
modifications of the Lease as therein described.


Witnesses:                       SARA   LEE   KNIT  PRODUCTS,   A
                                 DIVISION     OF     SARA     LEE
                                 CORPORATION,     a      Delaware
                                 corporation

/S/ RICHARD DISSOSWAY
Print Name: Richard Dissosway    By:  /S/ CLAUDE PRUITT
                                       Name: Claude Pruitt
/S/ JOHN HAIRE                         Title: V.P. Manufacturing
Print Name: John Haire