<PAGE>
 
                                THIRD AMENDMENT
                                      TO
                           JOINT VENTURE AGREEMENT
                                     FOR
                                VANCOUVER MALL

     This Third Amendment (the "Third Amendment") to Joint Venture Agreement 
for Vancouver Mall 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 a Joint Venture Agreement for Vancouver Mall as of 
September 29, 1975 as amended by a letter on May 12, 1976, and as amended by 
a Second Amendment to Joint Venture Agreement for Vancouver Mall made as of 
September 1, 1990 (together the "Partnership Agreement"), 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 
$1,600,000.00 (the "Funds") and the Partnership desires from time to time to 
borrow the Funds from MCI (the "Loan").

          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.

<PAGE>

          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 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 from time to time and shall execute a 
promissory note and each of MCV and Associates shall execute its respective 
guaranty in the general from 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 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 Third 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.

     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 Third Amendment, the terms and provisions of 
this Third Amendment shall control.

                                      -2-

<PAGE>

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

Witness:                               VANCOUVER ASSOCIATES

/s/ Rosemary Yoon                      By: /s/ Harry Newman, Jr.
----------------------                    -----------------------------
                                          Harry Newman, Jr.
Witness:

/s/ Roni L. Gould                      By: /s/ LeRoy H. Brettin
----------------------                    -----------------------------
                                          LeRoy H. Brettin

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

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





                                      -3-

<PAGE>

                                   EXHIBIT A
 
                                PROMISSORY NOTE

$1,600,000.00                                          As of September 1, 1990
                                                       St. Louis, Missouri

     This Promissory Note (the "Notes") 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 One Million Six Hundred Thousand Dollars ($1,600,000.00) 
which shall be memorialized on the attached Exhibit A to this Promissory Note 
as each portion of the Principal Amount is borrowed by Maker.

     2.  The term "Interest Rate" shall mean a variable interest rate equal 
to the sum of the Corporate Base Rate charged from time to time by the 
Boatmen's National Bank of St. Louis, Missouri plus one percent (1%).

     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 Maker has positive cash flow available 
to pay the Principal Amount or portions thereof or on which a loan for a 
financing of Vancouver Mall Shopping  Center is closed, but in no event later 
than December 31, 1992.

     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.

<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 the 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 termination 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 by a Second Amendment as of September 1, 1990, and 
     as amended by a Third Amendment 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. 

         (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 (3) 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 

                                                        Exhibit A, Page 2 of 13
<PAGE>

     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 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 three percent (3%).

     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 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.

                                                        Exhibit A, Page 3 of 13
<PAGE>

     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

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

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

Witness:                               By: Vancouver Associates

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

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

                                                        Exhibit A, Page 4 of 13
<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 an 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:




                                                        Exhibit A, Page 5 of 13


<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:

210/90/424

                                                        Exhibit A, Page 6 of 13

<PAGE>

                                    EXHIBIT A
                                       TO
                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
                                                                 TOTAL NET PRINCIPAL
             PORTION OF PRINCIPAL           PRINCIPAL              AMOUNT BORROWED
DATE           AMOUNT BORROWED            AMOUNT REPAID            AND OUTSTANDING
----         --------------------         -------------          -------------------
<S>          <C>                          <C>                    <C>

</TABLE>

                                                        Exhibit A, Page 7 of 13

<PAGE>

                                   GUARANTY

     THIS GUARANTY (the "Guaranty") is made as of the ____ day of __________, 
____, 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 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 One 
Million Six Hundred Thousand Dollars ($1,600,000.00) (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 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

                                                        Exhibit A, Page 8 of 13

<PAGE>

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 of 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 for any length of time;

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

         (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.

                                                        Exhibit A, Page 9 of 13

<PAGE>

     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.

     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 or 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: __________________________________

210/90/424


                                                       Exhibit A, Page 10 of 13

<PAGE>

                                   GUARANTY

     THIS GUARANTY (the "Guaranty") is made as of the ____ day of __________, 
____, 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 One 
Million Six Hundred Thousand Dollars ($1,600,000.00) (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 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

                                                       Exhibit A, Page 11 of 13

<PAGE>

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 of 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 for any length of time;

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

         (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.

                                                       Exhibit A, Page 12 of 13

<PAGE>

     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.

     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 or 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


210/90/424


                                                       Exhibit A, Page 13 of 13