<PAGE>


                                SECOND AMENDMENT
                                       TO
                            JOINT VENTURE AGREEMENT
                                      FOR
                                VANCOUVER MALL


      This Second Amendment (the "Second Amendment") to Joint Venture 
Agreement for Vancouver Mall (the "Partnership Agreement") is made and 
entered into as of September 1, 1990, by and between MAY CENTERS OF 
VANCOUVER, INC. ("MCV"), a Delaware corporation, and VANCOUVER ASSOCIATES 
("Associates"), a California limited partnership.


                                   RECITALS

            A.  Associates and MCV (formerly known as May Centers, Inc.) 
      have made and entered into the Partnership Agreement as of 
      September 29, 1975 as amended by a letter on May 12, 1976, for 
      the purpose of forming and establishing a general partnership 
      under the laws of the state of Washington known as Vancouver Mall 
      (the "Partnership") for the limited purposes set forth in the 
      Partnership Agreement.

            B.  May Centers, Inc., a Missouri corporation and parent 
      company of MCV ("MCI") desires to loan the Partnership funds up 
      to and not exceeding Three Hundred Thousand Dollars ($300,000.00)
      (the "Funds") and the Partnership desires to borrow the Funds 
      from MCI (the "Loan").



<PAGE>


            C.  Section 7.5 of the Partnership Agreement sets forth 
      certain terms and conditions concerning loans made to the 
      Partnership by MCI or its subsidiaries, among others.

            D.  Section 11.5(B) of the Partnership Agreement provides 
      among other things, for limitations on payments by the 
      Partnership under certain loans.

      THEREFORE, for good and valuable consideration and in consideration of 
the mutual promises and covenants contained herein, Properties and TCI hereby 
agree as follows:

      1.  APPROVAL OF LOAN.  MCV and Associates hereby approve the making of 
the Loan from MCI to the Partnership and shall execute a promissory note and 
each of MCV and Associates shall execute its respective guaranty in the form 
of the Promissory Note and each Guaranty attached hereto as Exhibit A (the 
"Documents").

      2.  LOAN PERMITTED BY PARTNERSHIP.  MCV and Associates agree the Loan 
is in compliance with Section 7.5 of the Partnership Agreement and that in 
the event of any conflict between Section 7.5 of the Partnership Agreement or 
any other term or provision of the Partnership Agreement, the terms and 
provisions of the Documents shall control.

      3.  SATISFACTION OF APPROVAL REQUIREMENT.  MCV and Associates agree 
that this Second Amendment shall satisfy the terms and provisions of the 
Partnership Agreement and the requirement for any written approvals of the 
Loan or the execution of the Documents as may be set forth in the Partnership 
Agreement.


                                      -2-

<PAGE>


     4.  PARTNERSHIP AGREEMENT IN FULL FORCE AND EFFECT.  Except as 
specifically set forth herein, the terms and provisions of the Partnership 
Agreement shall remain in full force and effect. However, in the event of any 
conflict between the terms and provisions of the Partnership Agreement and the 
terms and provisions of this Second Amendment, the terms and provisions of 
this Second Amendment shall control.

     IN WITNESS WHEREOF, the undersigned have executed this Second Amendment 
as of the date first written above.


Witness:                               VANCOUVER ASSOCIATES



                                       By:  /s/ Harry Newman, Jr.
------------------------------             -----------------------------------
                                           Harry Newman, Jr.




                                       By:  /s/ LeRoy H. Brettin
------------------------------             -----------------------------------
                                           LeRoy H. Brettin


                                       MAY CENTERS OF VANCOUVER, INC.,
Attest:                                a Delaware corporation


/s/ Authorized Officer                 By:  /s/ Authorized Officer
------------------------------             ------------------------------------

210/90/424
                                      -3-


<PAGE>

                                   EXHIBIT A

                                PROMISSORY NOTE

$300,000.00                                        As of September 1, 1990
                                                   St. Louis, Missouri

     This Promissory Note (the "Note") is given by VANCOUVER MALL, a 
Washington general partnership ("Maker") and with an address of c/o May 
Centers, Inc., 611 Olive Street, Suite 1555, St. Louis, Missouri 63101, to 
MAY CENTERS, INC., a Missouri corporation ("Holder") with an address of 611 
Olive Street, Suite 1555, St. Louis, Missouri 63101.

     For value received, Maker hereby covenants and agrees with Holder as 
follows:

     1. The term "Principal Amount" shall mean the sum borrowed by Maker up 
to an amount of Three Hundred Thousand Dollars ($300,000.00).

     2. The term "Interest Rate" shall mean a variable rate which is May 
Centers, Inc. cost of funds plus .75%.

     3. The term "Commencement Date" shall mean the date Maker first borrows 
any of the Principal Amount from Holder.

     4. The term "Principal Payment Date" shall mean the date(s) Maker shall 
pay to Holder the Principal Amount which has been borrowed by Maker and is 
outstanding which is the date on which the construction loan for the 
renovation of Vancouver Mall is closed.

     5. The term "Interest Payment Date(s)" shall mean the date(s) Maker 
shall pay the interest accruing on the Principal Amount to Holder which shall 
be on the last day of each month beginning on the last day of the first 
month following the month in which the Commencement Date falls.

     6. Maker does hereby covenant and promise to pay to the order of Holder, 
its successors and assigns on the Principal Payment Date, that portion of the 
Principal Amount which has been borrowed by Maker and is outstanding on the 
Principal Payment Date and on each of the Interest Payment Dates interest at 
the Interest Rate accruing from the Commencement Date to the first Interest 
Payment Date or from the immediately preceding Interest Payment Date to the 
next succeeding Interest Payment Date, as the case may be, without deduction 
or offset of any kind whatsoever in lawful money of the United States of 
America, at Holder's option either (a) by delivering a check at least two 
business days prior to the Principal Payment Date or Interest Payment Date, 
as the case may be, or (b) in immediately available funds on the Principal 
Payment Date or the Interest Payment Date, as the case may be.


                                                  Exhibit A, Page 1 of 14


<PAGE>

     7.  Maker shall have the right to prepay all or any part of the 
Principal Amount and the interest accruing thereon without penalty at any 
time, except as follows: If Holder has borrowed a sum equal to the Principal 
Amount from an institutional investor in order to loan Maker the Principal 
Amount (the "Institutional Loan") then Maker shall pay Holder, in addition to 
all other payments then due and owing to Holder, a premium which shall be 
equal to the premium, if any, charged by such institutional investor to 
Holder because of the prepayment by Holder of sums owed under the 
Institutional Loan (the "Prepayment Penalty"). All determinations of the 
amount of the Prepayment Penalty shall be made by such institutional investor 
and such institutional investor's determination shall be final, binding and 
conclusive upon Maker. In such event, Holder shall submit to Maker 
documentation evidencing such determination by such institutional investor.

     8.  Maker hereby makes the following covenants, warranties and 
representations to Holder:

          (a)  Maker was duly organized and continues to exist as a general 
     partnership under the laws of the state of Washington.

          (b)  The execution and delivery of this Note was duly authorized by 
     Maker and represents the binding acts of Maker.

          (c)  Maker shall not assert a defense or claim, in any action or 
     proceedings initiated to collect the amounts due under this Note, that 
     the Interest Rate was usurious.

          (d)  Neither the execution nor the delivery by the Maker of this 
     Note shall constitute, either by itself or with the delivery of notice, 
     the passage of time, or both, an event of default under the terms of the 
     Joint Venture Agreement dated September 29, 1975 as amended on May 12, 
     1975, and as amended as of September 1, 1990, or any other agreement or 
     instrument to which the Maker is a party or under which the Maker is 
     obligated.

     9.  The occurrence of any of the following events shall constitute an 
"Event of Default" hereunder:


          (a)  The failure by Maker to make the payment of Principal and 
     interest hereunder when such Principal and interest become due, which 
     failure shall not have been cured within ten (10) days after delivery by 
     Holder of written notice of such nonpayment.

                                                  Exhibit A, Page 2 of 14
                                      -2-
<PAGE>

          (b)  The failure by Maker to perform or abide by any of the 
     covenants, conditions, provisions or terms contained in this Note or the 
     breach of any warranty made by Maker under this Note provided that such 
     failure or breach shall not have been cured within thirty (30) days 
     after the delivery by Holder to Maker of written notice of such default.

          (c)  Maker becomes insolvent or unable to pay its debts as they 
     mature or bankruptcy, insolvency, reorganization, liquidation, 
     dissolution or similar proceedings are instituted by or against Maker 
     under any bankruptcy, insolvency or similar law now or hereafter in 
     effect; provided that in the case of proceedings instituted against 
     Maker, Maker shall have a period of thirty (30) days in which to cause 
     such proceeding to be terminated.

     10.  Upon the occurrence of any Event of Default, the Holder may, at its 
sole option, declare this Note, all interest accrued thereon, and any and all 
other moneys which may be due and owing by Maker to Holder, to be immediately 
due and payable without notice of any kind; any expenses incurred by Holder 
in so doing shall be deemed to be additional principal indebtedness under the 
terms of this Note and shall bear interest at the Interest Rate accruing from 
the date such expenses were incurred by Holder.  In the event of such 
acceleration because of an Event of Default, the Maker shall pay the 
Prepayment Penalty, and such unpaid Principal Amount and any other sum owed by
Maker pursuant to this Note shall accrue interest at a variable interest rate 
equal to the sum of the Corporate Base Rate charged from time to time by The 
Boatman's National Bank of St. Louis plus two percent (2%).


     11.  If this Note is not paid when due, whether at maturity or by 
acceleration, or if it is collected through a bankruptcy, probate or other 
court, whether before or after the Payment Date, or should this Note be 
placed in the hands of attorneys for collection after the occurrence of an 
Event of Default, Maker agrees to pay all costs of collection, including but 
not limited to, reasonable attorneys' fees incurred by the Holder in such 
collection.

     12.  Maker as well as all others who may become liable for all or any 
part of this Note expressly, jointly and severally waive presentment for 
payment, protest and demand, notice of protest, demand and dishonor, and 
non-payment of this Note as well as diligence of collection and hereby 
consent that Holder may extend the time of payment or otherwise modify the 
terms of payment of any part of the whole of the debt evidenced by this Note, 
which extensions and modifications shall not affect the liability of any 
party hereto; and they further agree that Holder (a) may accept, by way of 
compromise or settlement, from any one or more of the parties liable 
hereunder, a sum or sums less than the amount of this Note, and (b) may give 
releases to any parties without affecting the liability of any other party 
for the unpaid balance.  Any such renewals or extensions may be made and any 
such

                                                  Exhibit A, Page 3 of 14
                                 -3-

<PAGE>

partial payments accepted or releases given without notice to any parties.

     13.  Holder shall not be deemed, by any act of omission or commission, to
have waived any of its rights or remedies hereunder unless such waiver is in
writing and signed by Holder, and then only to the extent specifically set forth
in writing. A waiver as to one event shall not be construed as continuing or as
a bar to or waiver of any right or remedy to a subsequent event.

     14.  Any notice to or demand upon the parties hereto shall be in writing
and shall be deemed to have been sufficiently given or served for all purposes
herein set forth if mailed by registered or certified mail, addressed to such
party at the address first set forth in this Note, or to such other address in
lieu thereof for such party as it may designate by written notice made to the
other party hereto in accordance with this Paragraph 14.

     15.  This instrument shall be governed by and construed according to the
laws of the State of Missouri.

     16.  Whenever used, the singular number shall include the plural, the
plural the singular, the use of any gender shall be applicable to all genders,
and the word "Holder" and "Maker" shall be deemed to include the respective
heirs, personal representatives, successors and assigns of Holder and Maker.

     IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned
have hereunto set their hands and seals the day and year first above written.

                                        VANCOUVER MALL

                                        By:  May Centers of Vancouver,
                                             Inc., general partner

Attest:


                                             By:
-----------------------------------             --------------------------------

Witness:                                By:  Vancouver Associates


                                             By:
-----------------------------------             --------------------------------
                                                Harry Newman, Jr.

Witness:

                                             By:
-----------------------------------             --------------------------------
                                                LeRoy H. Brettin


210/90/404


                                      -4-                Exhibit A, Page 4 of 14

<PAGE>

STATE OF ______________  )
                         ) SS.
_____ OF ______________  )

     On this _____ day of _______________, 19__, before me personally
appeared_________________ and _________________ to me known to be the
_________________ and _________________, respectively, of May Centers of
Vancouver, Inc., a general partner of Vancouver Mall that executed the within
and foregoing instrument, and acknowledged this instrument to be the free and
voluntary act and deed of such corporation and partnership, for the uses and
purposes therein mentioned, and on oath stated that they were authorized to
execute this instrument and that the seal affixed is the corporate seal of such
corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.



                                        ----------------------------------------
                                        Notary Public

My Commission Expires:

STATE OF ______________  )
                         ) SS.
_____ OF ______________  )


     On this _____ day of ________________, 19__, before me personally appeared
__________________ a general partner of Vancouver Associates, a general partner
of Vancouver Mall that executed the within and foregoing instrument, and
acknowledged this instrument to be the free and voluntary act and deed of such
corporation and partnership, for the uses and purposes therein mentioned, and on
oath stated that they were authorized to execute this instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.



                                        ----------------------------------------
                                        Notary Public

My Commission Expires:


                                      -5-                Exhibit A, Page 5 of 14
<PAGE>

STATE OF ______________  )
                         ) SS.
_____ OF ______________  )


     On this _____ day of ________________, 19__, before me personally appeared
__________________ a general partner of Vancouver Associates, a general partner
of Vancouver Mall that executed the within and foregoing instrument, and
acknowledged this instrument to be the free and voluntary act and deed of such
corporation and partnership, for the uses and purposes therein mentioned, and on
oath stated that they were authorized to execute this instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.



                                        ----------------------------------------
                                        Notary Public

My Commission Expires:


210/90/404


                                      -6-                Exhibit A, Page 6 of 14

<PAGE>

                                       GUARANTY

     THIS GUARANTY (the "Guaranty") is made as of the 1st day of September,
1990, by MAY CENTERS OF VANCOUVER, INC. (the "Guarantor"), to and for the
benefit of MAY CENTERS, INC., a Missouri corporation ("MCI").

                                      RECITALS:

     (A)  Guarantor is a a general partner of Vancouver Mall, a Washington
general partnership ("Maker").

     (B)  Concurrently herewith, Maker has executed a promissory note (the
"Promissory Note") in favor of MCI in the principal amount of up to Three
Hundred Thousand Dollars ($300,000.00) (the "Principal Amount").

     (C)  Guarantor shall be responsible for paying fifty percent (50%) of (i)
the outstanding Principal Amount and (ii) all other sums owed pursuant to the
Promissory Note.

     (D)  It is a condition precedent to the execution of the Promissory Note
that Guarantor shall have executed and delivered this Guaranty.

     NOW, THEREFORE, in consideration of and as an inducement to the loan by MCI
of money pursuant to the Promissory Note, and in consideration of the above
recitals and other good and valuable consideration paid by MCI to Guarantor and
intending to be legally bound hereby, Guarantor does hereby covenant and agree
as follows:

     1.   Guarantor hereby absolutely, unconditionally and irrevocably
guarantees to MCI that Guarantor is and shall be directly liable to MCI, for the
full and prompt payment of fifty percent (50%) of all amounts (including, but
not limited to, principal and interest) due from time to time under the
Promissory Note (the "Guaranteed Obligations") and Guarantor does hereby become
surety to Landlord, its successors and assigns, for and with respect to the
Guaranteed Obligations.

     2.   Guarantor does hereby covenant and agree to and with MCI, that if
default shall at any time be made by Maker, in the payment of any sums payable
by Maker under the Promissory Note or in the performance of any of the
obligations under the Promissory Note, Guarantor will pay such sums to MCI, any
arrearages thereof (including, without limitation, any and all interest or
additional charges as provided in the Promissory Note), and will faithfully
perform and fulfill all of such obligations up to the amount of the Guaranteed
Obligations, and will pay to MCI all damages and all costs and expenses up to
the amount of the Guaranteed Obligations that may arise in consequence of any
default by Maker under the Promissory Note (including, without limitation, all


                                                         Exhibit A, Page 7 of 14
<PAGE>

attorneys' fees and any and all expenses incurred by MCI or caused by any such
default and/or by the enforcement of this Guaranty).

     3.   This Guaranty is an absolute and unconditional guaranty of payment and
of performance and is a surety agreement. Guarantor's liability hereunder is
direct and may be enforced immediately without MCI being required to resort to
any other right, remedy or security and this Guaranty shall be enforceable
immediately against Guarantor, without the necessity for any suit or proceedings
on MCI's part of any kind or nature whatsoever against Maker or any other
guarantor and without the necessity of any notice of non-payment,
non-performance or non-observance or the continuance of any such default or of
any notice of acceptance of this Guaranty or of MCI's intention to act in
reliance herein or of any other notice or demand to which Guarantor might
otherwise be entitled, all of which Guarantor hereby expressly waives; and
Guarantor hereby expressly agrees that the validity of this Guaranty and the
obligations of Guarantor hereunder shall in no manner be terminated, affected,
or impaired by reason of the assertion or the failure to assert by MCI against
Maker or any other guarantor or of any of the rights or remedies reserved to
MCI pursuant to the provisions of the Promissory Note.

     4.   This Guaranty shall be a continuing Guaranty, and (whether or not
Guarantor shall have notice or knowledge of any of the following) the liability
and obligation of Guarantor hereunder shall be absolute and unconditional
irrespective of:

          (i)  any amendment or modification of, or supplement to, or extension
     or renewal of the Promissory Note or any assignment or transfer thereof.
     Notwithstanding the foregoing, Guarantor shall not be liable for any
     increased obligation of Maker under the Promissory Note, which obligation
     has been increased because of any amendment, modification, or supplement to
     the Promissory Note between Maker and any assignee or transferee after an
     assignment or transfer of the Promissory Note, unless Guarantor has given
     its written consent to such amendment, modification or supplement to MCI;

          (ii)  any exercise or non-exercise of any right, power, remedy or
     privilege under or in respect to the Promissory Note or this Guaranty or
     any waiver, consent or approval by MCI with respect to any of the
     covenants, terms, conditions or agreements contained in the Promissory Note
     or any indulgences, forbearances or extensions of time for performance or
     observance allowed to Maker from time to time, at any time and for any
     length of time;

          (iii)  any lack of validity or enforceability of the Promissory Note
     or any other agreement or instrument relating thereto;


                                      -2-                Exhibit A, Page 8 of 14
<PAGE>

          (iv)  any bankruptcy, insolvency, reorganization, arrangement,
     readjustment, composition or liquidation or similar proceedings relating to
     Maker, or its properties or creditors;

          (v)  any impairment, modification, change, release or limitation of
     liability or obligation of Maker under the Lease (including, but not
     limited to, any disaffirmance or abandonment by a trustee of Maker),
     resulting from the operation of any present or future provision of the
     Bankruptcy Reform Act of 1978 or any other similar federal or state
     statute, or from the decisions of any court;

          (vi)  any other circumstances which might otherwise constitute a
     defense available to, or a discharge of, the Maker in respect of the
     Promissory Note or the Guarantor in respect of the Promissory Note or the
     Guarantor in respect of this Guaranty.

     This Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of the sums and any and all other charges by
Maker, under the Promissory Note, or performance and observance of any and all
of the obligations under the Promissory Note are rescinded, cancelled or
otherwise must be returned by MCI upon the insolvency, bankruptcy or
reorganization of Maker, all as though such payment had not been made and/or
such performance and observance had not occurred.

     5.   All of MCI's rights and remedies under the Promissory Note and under
this Guaranty are intended to be distinct, separate and cumulative and no such
right and remedy therein or herein mentioned is intended to be in exclusion of
or a waiver of any of the others. No termination of the Promissory Note shall
deprive MCI of any of its rights and remedies against Guarantor under this
Guaranty. This Guaranty shall apply to Maker's obligations pursuant to any
extension, renewal, amendment, modification and supplement of or to the
Promissory Note as well as to Maker's obligations thereunder during the original
term thereof in accordance with the original provisions thereof.

     6.   As a further inducement to MCI to make and enter into the loan as
documented by the Promissory Note and in consideration thereof, Guarantor
covenants and agrees that in any action or proceeding brought on, under or by
virtue of this Guaranty, Guarantor shall and does hereby waive trial by jury.
Guarantor agrees to pay MCI's reasonable attorneys' fees and all costs and other
expenses incurred in any collection or attempted collection or in any
negotiations relative to the obligations hereby guaranteed or in enforcing this
Guaranty against the undersigned.


                                      -3-                Exhibit A, Page 9 of 14

<PAGE>

     7.   This Guaranty shall be legally binding upon Guarantor, its successors
and assigns, heirs and personal representatives and shall inure to the benefit
of MCI, its successors and assigns. The word Maker is used herein to include
Maker as well as its successors and assigns.

     8.   This Guaranty shall be governed by, and constructed in accordance
with, the laws of the state of Missouri.

     IN WITNESS WHEREOF, Guarantor, intending to be legally bound hereby, has
caused this Guaranty to be executed as of the date first written above.

                                        GUARANTOR

ATTEST:                                 MAY CENTERS OF VANCOUVER, INC.

                                        By:
-----------------------------------        -------------------------------------

210/90/406

                                           -4-          Exhibit A, Page 10 of 14
<PAGE>

                                       GUARANTY

     THIS GUARANTY (the "Guaranty") is made as of the 1st day of September,
1990, by Vancouver Associates, a California limited partnership (the
"Guarantor"), to and for the benefit of MAY CENTERS, INC., a Missouri
corporation ("MCI").

                                      RECITALS:

     (A)  Guarantor is a general partner of Vancouver Mall, a Washington general
partnership ("Maker").

     (B)  Concurrently herewith, Maker has executed a promissory note (the
"Promissory Note") in favor of MCI in the principal amount of up to Three
Hundred Thousand Dollars ($300,000.00) (the "Principal Amounts").

     (C)  Guarantor shall be responsible for paying fifty percent (50%) of 
(i) the outstanding Principal Amount and (ii) all other sums owed pursuant to 
the Promissory Note.

     (D)  It is a condition precedent to the execution of the Promissory Note
that Guarantor shall have executed and delivered this Guaranty.

     NOW, THEREFORE, in consideration of and as an inducement to the loan by MCI
of money pursuant to the Promissory Note, and in consideration of the above
recitals and other good and valuable consideration paid by MCI to Guarantor and
intending to be legally bound hereby, Guarantor does hereby covenant and agree
as follows:

     1.   Guarantor hereby absolutely, unconditionally and irrevocably
guarantees to MCI that Guarantor is and shall be directly liable to MCI, for the
full and prompt payment of fifty percent (50%) of all amounts (including, but
not limited to, principal and interest) due from time to time under the
Promissory Note (the "Guaranteed Obligations") and Guarantor does hereby become
surety to Landlord, its successors and assigns, for and with respect to the
Guaranteed Obligations.

     2.   Guarantor does hereby covenant and agree to and with MCI, that if
default shall at any time be made by Maker, in the payment of any sums payable
by Maker under the Promissory Note or in the performance of any of the
obligations under the Promissory Note, Guarantor will pay such sums to MCI, any
arrearages thereof (including, without limitation, any and all interest or
additional charges as provided in the Promissory Note), and will faithfully
perform and fulfill all of such obligations up to the amount of the Guaranteed
Obligations, and will pay to MCI all damages and all costs and expenses up to
the amount of the Guaranteed Obligations that may arise in consequence of any
default by Maker under the Promissory Note (including, without limitation, all


                                                    Exhibit A, Page 11 of 14
<PAGE>

attorneys' fees and any and all expenses incurred by MCI or caused by any such
default and/or by the enforcement of this Guaranty).

     3.   This Guaranty is an absolute and unconditional guaranty of payment 
and of performance and is a surety agreement. Guarantor's liability hereunder 
is direct and may be enforced immediately without MCI being required to 
resort to any other right, remedy or security and this Guaranty shall be 
enforceable immediately against Guarantor, without the necessity for any suit 
or proceedings on MCI's part of any kind or nature whatsoever against Maker 
or any other guarantor and without the necessity of any notice of 
non-payment, non-performance or non-observance or the continuance of any such 
default or of any notice of acceptance of this Guaranty or of MCI's intention 
to act in reliance herein or of any other notice or demand to which Guarantor 
might otherwise be entitled, all of which Guarantor hereby expressly waives; 
and Guarantor hereby expressly agrees that the validity of this Guaranty and 
the obligations of Guarantor hereunder shall in no manner be terminated, 
affected, or impaired by reason of the assertion or the failure to assert by 
MCI against Maker or any other guarantor or of any of the rights or remedies 
reserved to MCI pursuant to the provisions of the Promissory Note.

     4.   This Guaranty shall be a continuing Guaranty, and (whether or not
Guarantor shall have notice or knowledge of any of the following) the liability
and obligation of Guarantor hereunder shall be absolute and unconditional
irrespective of:

          (i)  any amendment or modification of, or supplement to, or extension
     or renewal of the Promissory Note or any assignment or transfer thereof.
     Notwithstanding the foregoing, Guarantor shall not be liable for any
     increased obligation of Maker under the Promissory Note, which obligation
     has been increased because of any amendment, modification, or supplement to
     the Promissory Note between Maker and any assignee or transferee after an
     assignment or transfer of the Promissory Note, unless Guarantor has given
     its written consent to such amendment, modification or supplement to MCI;

          (ii)  any exercise or non-exercise of any right, power, remedy or
     privilege under or in respect to the Promissory Note or this Guaranty or
     any waiver, consent or approval by MCI with respect to any of the
     covenants, terms, conditions or agreements contained in the Promissory Note
     or any indulgences, forbearances or extensions of time for performance or
     observance allowed to Maker from time to time, at any time and for any
     length of time;

          (iii)  any lack of validity or enforceability of the Promissory Note
     or any other agreement or instrument relating thereto;


                                      -2-               Exhibit A, Page 12 of 14

<PAGE>

          (iv)  any bankruptcy, insolvency, reorganization, arrangement,
     readjustment, composition or liquidation or similar proceedings relating to
     Maker, or its properties or creditors;

          (v)  any impairment, modification, change, release or limitation of
     liability or obligation of Maker under the Lease (including, but not
     limited to, any disaffirmance or abandonment by a trustee of Maker),
     resulting from the operation of any present or future provision of the
     Bankruptcy Reform Act of 1978 or any other similar federal or state
     statute, or from the decisions of any court;

          (vi)  any other circumstances which might otherwise constitute a
     defense available to, or a discharge of, the Maker in respect of the
     Promissory Note or the Guarantor in respect of the Promissory Note or the
     Guarantor in respect of this Guaranty.

     This Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of the sums and any and all other charges by
Maker, under the Promissory Note, or performance and observance of any and all
of the obligations under the Promissory Note are rescinded, cancelled or
otherwise must be returned by MCI upon the insolvency, bankruptcy or
reorganization of Maker, all as though such payment had not been made and/or
such performance and observance had not occurred.

     5.   All of MCI's rights and remedies under the Promissory Note and under
this Guaranty are intended to be distinct, separate and cumulative and no such
right and remedy therein or herein mentioned is intended to be in exclusion of
or a waiver of any of the others. No termination of the Promissory Note shall
deprive MCI of any of its rights and remedies against Guarantor under this
Guaranty. This Guaranty shall apply to Maker's obligations pursuant to any
extension, renewal, amendment, modification and supplement of or to the
Promissory Note as well as to Maker's obligations thereunder during the original
term thereof in accordance with the original provisions thereof.

     6.   As a further inducement to MCI to make and enter into the loan as
documented by the Promissory Note and in consideration thereof, Guarantor
covenants and agrees that in any action or proceeding brought on, under or by
virtue of this Guaranty, Guarantor shall and does hereby waive trial by jury.
Guarantor agrees to pay MCI's reasonable attorneys' fees and all costs and other
expenses incurred in any collection or attempted collection or in any
negotiations relative to the obligations hereby guaranteed or in enforcing this
Guaranty against the undersigned.


                                      -3-               Exhibit A, Page 13 of 14
<PAGE>

     7.   This Guaranty shall be legally binding upon Guarantor, its successors
and assigns, heirs and personal representatives and shall inure to the benefit
of MCI, its successors and assigns. The word Maker is used herein to include
Maker as well as its successors and assigns.

     8.   This Guaranty shall be governed by, and constructed in accordance
with, the laws of the state of Missouri.

     IN WITNESS WHEREOF, Guarantor, intending to be legally bound hereby, has
caused this Guaranty to be executed as of the date first written above.

                                        GUARANTOR

Witness:                                VANCOUVER ASSOCIATES


                                        By:
-----------------------------------        -------------------------------------
                                           Harry Newman, Jr.
                                           general partner

Witness:


                                        By:
-----------------------------------        -------------------------------------
                                           LeRoy H. Brettin
                                           general partner


                                      -4-               Exhibit A, Page 14 of 14