AGREEMENT OF LEASE


     THIS  AGREEMENT  OF LEASE made and entered into as of the Lease Date by and
between Landlord and Tenant.


                                    SECTION 1
                             Basic Lease Provisions

     1.01 The  following  basic lease  provisions  are an integral  part of this
Lease and as referred to in other Sections of this Lease.

     (a) Lease Date: September __, 2000

     (b) Landlord: WSG Eatontown LP

     (c) Tenant: Harvey Electronics, Inc.

     (d) Tenant's Address: 205 Chubb Avenue Lyndhurst, NJ 07071

(or such other address as Tenant shall  designate from time to time by notice to
Landlord).

     (e) Demised  Premises:  The portion of the  building in the Center which is
outlined  in red on the Plot Plan  attached  hereto as Exhibit  "A." The Demised
Premises contains approximately eight thousand (8,000) square feet of floor area
(which floor area is determined by measuring  from the exterior face of exterior
walls and from the center of interior or party  walls).  The  dimensions  of the
Demised  Premises are  approximate.  The Demised Premises are located within the
Center which contains  approximately  thirty  thousand  (30,000)  square feet of
floor area; and the Center is located on Route 36 in Eatontown, New Jersey.

     (f)  Term:  The  period  beginning  on the  Commencement  of the  Term  and
continuing  for ten (10) years  following the Rent  Commencement  Date (plus the
partial month, if the Rent  Commencement  Date is other than the first (1st) day
of a month).

     (g) Monthly  Rental:  Tenant shall pay Landlord during the Term the minimum
monthly rent at the following rates:
<TABLE>
<CAPTION>
                                     Period                                               Rate of Monthly Rent
                                     ------                                               --------------------
<S>                                                                                            <C>
From the Rent  Commencement Date through the end of the 24th full calendar month               $15,833.33
thereafter.

From the 25th full calendar  month after the Rent  Commencment  Date through the               $16,000.00
end of the 60th full calendar month thereafter.

From the 61st full calendar month after the Rent  Commendement  Date through the               $18,000.00
end of the 120th full claendar month thereafter.

Option 1: From the 121st full calendar  month after the Rent  Commencement  Date               $20,250.00
through the end of the 180th full calendar month thereafter.

Option 2: From the 181st full calendar  month after the Rent  Commencement  Date               $22,781.25
through the end of the 240th full calendar month thereafter.
</TABLE>

     (h) Security Deposit: Thirty-One Thousand Six Hundred Sixty-Six Dollars and
Sixty-Six Cents ($31,666.66)

     (i) Trade Name: Harvey Electronics

     (j) Special  Minimum  Hours:  Not less than six (6) days per week, ten (10)
hours per day.

     (k) Guarantor: None. If the word "none" is inserted herein, then references
to "Guarantor" in the Lease shall be disregarded.

     (l)  Broker:  Grubb & Ellis and  Schultz.  If the word  "none" is  inserted
herein, then references to "Broker" in the Lease shall be disregarded.

     (m)  Authorized  Use:  Tenant shall use the Premises for the retail sale of
electronics.


                                    SECTION 2
                                  Defined Terms

     "Calendar  Year" shall mean each calendar  year wholly or partially  within
the Term.

     "Commencement  of the Term" shall mean the date  Landlord  notifies  Tenant
that the Premises are ready for the commencement of Tenant's Work.

     "Common Area  Maintenance  Expenses" shall include all costs,  expenses and
expenditures  (including  capital  expenses) of operating  and  maintaining  the
Common Areas and the Center in a manner deemed  reasonable  and  appropriate  by
Landlord, including: all costs and expenditures incurred in repairing, lighting,
cleaning, painting, striping, surfacing and resurfacing,  policing and providing
security  services;  the  costs and  expenditures  of  insurance;  the costs and
expenditures  of  removal  of snow,  ice,  rubbish,  and  debris;  the costs and
expenditures  of  regulating   traffic;   the  costs  and  expenditures  of  the
replacement  of paving,  curbs,  walkways,  landscaping,  drainage  and lighting
facilities;  the costs and expenditures for legal and accounting  services,  and
for other professional and consulting  services;  the costs and expenditures for
Utilities;  the costs and  expenditures of planting,  replanting,  and replacing
flowers  and  shrubbery;  the  costs and  expenditures,  including  counsel  and
appraisal fees, incurred in connection with any appeals of any Taxes; management
fees paid by Landlord;  costs associated with any restrictive  covenant;  and an
administrative  fee to Landlord  relative to the  operation  of the Common Areas
equal to twelve percent (12%) of the foregoing costs.

     "Cost of Insurance on the Center" shall be the sum of all premiums  payable
under all  policies of  insurance  carried by Landlord  in  connection  with the
Center or which cover any one or more of the buildings or other  improvements in
the Center and the costs  incurred  by  Landlord to repair any damage by fire or
other  casualty to the  Center,  to the extent that such cost was not covered by
Landlord's insurance policies by reason of deductible amounts not to exceed Five
Thousand  Dollars  ($5,000.00).  In the event that Landlord  shall,  at any time
during  the Term,  insure the Center or any part  thereof  or any  buildings  or
improvements  therein under a "package policy" or a policy of "blanket coverage"
insuring other property not in the Center in addition thereto, the amount of the
premiums  payable under such policy which are attributable to the Center and the
buildings  and  improvements  therein  shall be  determined  by  Landlord  on an
equitable  basis and such amount  shall be included in the Cost of  Insurance on
the Center for the purposes hereof.

     "Center"  shall mean the entire parcel of land which is outlined in blue on
Exhibit "A" hereto.

     "Common Areas" shall mean all of the automobile  parking areas,  driveways,
and  footways,   landscaped  areas,  loading  facilities  and  other  areas  and
facilities in the Center which are  designated as Common Areas from time to time
by Landlord.

     "Effective  Rate" shall mean the rate per annum which is the lesser of: (a)
three  hundred  (300)  basis  points in excess  of the  Prime  Rate of  Interest
announced from time to time by Citibank,  N.A. or (b) the maximum rate permitted
by law.

     "Environmental  Statutes"  shall mean all Laws concerning the protection of
public safety or the environment,  including, but not limited to, those relating
to the generation, use, handling, treatment, storage,  transportation,  release,
emission,  disposal,  remediation  or presence of any material  including  Solid
Waste, Hazardous Waste, Hazardous Substances or Hazardous Materials.

     "Governmental  Authorities"  shall mean all federal,  state,  and municipal
governmental  entities  and all  departments,  commissions,  boards and officers
thereof.

     "Hazardous  Substances,"  Solid Waste,"  "Hazardous  Waste" and  "Hazardous
Materials"  will have the meanings  defined in any  Environmental  Statute," and
shall in this Lease collectively be called "Hazardous Substances."

     "Landlord's  Address for Notices" shall mean the following address, or such
other address as Landlord shall designate from time to time by notice to Tenant:

                           c/o WSG Development Co.
                           1500 San Remo Avenue
                           Suite 185
                           Coral Gables, FL  33146
                           Attention:  Real Estate Manager

     "Landlord's  Address for Payment" shall mean the following address, or such
other address as Landlord shall designate from time to time by notice to Tenant:

                           c/o WSG Development Co.
                           7535 West 74th Avenue
                           Hialeah, FL   33014
                           Attention:  Chief Financial Officer

     "Landlord's  Work"  shall  mean the work to be  completed  by  Landlord  as
described in Section 6.01.

     "Laws" shall mean all federal,  state, and municipal statutes,  ordinances,
regulations,  orders, directives and other requirements of law or common law and
of all departments, commissions, boards and officers of Governmental Authorities
(as amended from time to time).

     "Lease" shall mean this Agreement of Lease.

     "Minimum Hours" shall mean the same hours and days that uses similar to the
Authorized  Use are  conducted in the area of the Center,  but in any event,  no
less than the Special Minimum Hours.

     "Mortgage" shall mean any mortgage, deed of trust, security deed or similar
security instrument encumbering the Demised Premises.

     "Overlease" shall mean any lease pursuant to which Landlord is or becomes a
lessee of the Demised Premises; and "Overlessor" shall mean the lessor under any
Overlease.

     "Recorded  Agreements"  shall mean all  agreements,  covenants,  easements,
restrictions or other matters now of record or hereafter placed of record.

     "Rent"  shall  mean all  Monthly  Rental,  additional  rent and other  sums
payable by Tenant under this Lease.

     "Rent Commencement Date" shall mean the earlier of the following dates: (i)
the date which is  seventy-five  (75) days after  Landlord  delivers to Tenant a
fully  executed  copy of this Lease,  or (ii) the date on which the Tenant shall
first open the Demised Premises for business with the public.

     "Taxes" shall mean:

     (a) All levies,  taxes (including  payments  required to be made in lieu of
taxes),  assessments,  charges, liens, licenses and permit fees, and charges for
public utilities, imposed, assessed or charged on or with respect to Landlord or
the Demised  Premises or the Center by any  Governmental  Authority or under any
Law or Recorded Agreement; and

     (b) All other  charges,  imposts or burdens of whatsoever  kind and nature,
whether or not  particularized by name and whether general or special,  ordinary
or extraordinary,  foreseen or unforeseen, which at any time during the Term may
be created,  levied,  assessed,  imposed or charged  upon or with respect to the
Demised Premises,  the Center, or any improvements made thereto,  or on any part
of the foregoing or any  appurtenances  thereto,  or directly upon this Lease or
the Rent, or amounts  payable by any subtenant or other occupants of the Demised
Premises or the Center, or upon or with respect to the leasing,  operation,  use
or occupancy of the Demised Premises or the Center,  or upon this transaction or
any  documents to which  Tenant is a party or successor in interest,  or against
Landlord because of Landlord's  estate or interest  herein,  by any Governmental
Authority, or under any Law, including,  among others, all special tax bills and
general,  special or other  assessments  and liens or  charges  made on local or
general  improvements  or under any  governmental  or public  power or authority
whatsoever,  and transit  taxes,  taxes based upon the receipt of Rent including
gross  receipts or sales taxes  applicable to the receipt of Rent,  and personal
property  taxes  imposed upon the  fixtures,  machinery,  equipment,  apparatus,
furniture  and other  personal  property  used in  connection  with the  Demised
Premises and/or the Center. The term "Taxes" shall not include any net income or
excess profits taxes assessed against Landlord, or any corporation capital stock
and franchise taxes imposed upon Landlord;  provided,  however,  that, if at any
time prior to the expiration of the Term, any net income tax,  assessment,  levy
or charge shall be imposed upon  Landlord or the Demised  Premises or the Center
in lieu of,  in place  of,  or in  addition  to any  other  tax or other  charge
included in the definition of Taxes set forth above, and shall be measured by or
based upon net income or profits derived from real estate (as distinguished from
net income or profits generally),  then such new tax, assessment, levy or charge
shall be included in "Taxes" to the extent that such new tax,  assessment,  levy
or charge  would be payable if the Center  were the only  property  of  Landlord
subject thereto and the income and profits  received by Landlord from the Center
were the only income and profits of Landlord.

     "Tenant's  Pro Rata Share"  shall mean a fraction,  the  numerator of which
shall be the number of square  feet of floor area in the Demised  Premises,  and
the  denominator  of which shall be the number of square feet of leasable  floor
area in all buildings in the Center.

     "Tenant's  Pro Rata Share of Common  Area  Maintenance  Expenses"  for each
Calendar Year shall be equal to the total amount of the Common Area  Maintenance
Expenses for such Calendar Year multiplied by Tenant's Pro Rata Share.

     "Tenant's  Pro Rata Share of  Insurance"  for each  Calendar  Year shall be
equal to the  total  amount  of the Cost of  Insurance  on the  Center  for such
Calendar Year multiplied by Tenant's Pro Rata Share.

     "Tenant's Pro Rata Share of Taxes" for each Calendar Year shall be equal to
the total amount of Taxes for such Calendar Year  multiplied by the Tenant's Pro
Rata Share.

     "Tenant's  Work" shall mean the work to be completed by Tenant as described
in Sections 6.02 and 6.03.

     "Utilities"  shall  mean heat,  sewer,  water,  electricity,  and any other
utilities provided to, or used or consumed in or on the Demised Premises.


                                    SECTION 3
                                  Grant; Terms

     3.01 Grant.

     (a)  Landlord  hereby  leases the Demised  Premises  to Tenant;  and Tenant
hereby rents the Demised Premises from Landlord.

     (b) In  addition,  Tenant  shall  have the  non-exclusive  right to use the
Common Areas, in common with all others designated from time to time by Landlord
as being entitled to such use; subject,  however, to the terms and conditions of
this Lease and to rules and  regulations  for the use thereof as prescribed from
time to time by Landlord. Landlord may at any time: withdraw or add areas to the
Common  Areas  and/or the  Center;  alter the Common  Areas  and/or the  Center;
construct  or remove  buildings  or other  improvements  upon or from the Common
Areas and/or the Center;  and grant easements within the Common Areas and/or the
Center (provided that at all times adequate parking facilities are available for
common use,  and  visibility  to the Demised  Premises  is not  obstructed  in a
material and substantial manner).

     3.02 Term.  The Term shall  commence  on the  Commencement  of the Term and
shall continue for the Term. The Term shall end on the final day thereof without
the requirement of notice from either party to the other.

     3.03  Term  Extension  Options.  Provided  that  Tenant  is not in  default
hereunder beyond any applicable  notice and cure period at the time of exercise,
that Tenant has not been in default  hereunder beyond any applicable  notice and
cure period during the preceding  twenty-four  (24) months and that the original
Tenant  hereunder  has not assigned  this Lease or sublet the Demised  Premises,
Tenant shall have and is hereby  granted two (2) separate  options to extend the
Term upon the terms,  covenants,  conditions and provisions set forth herein for
two (2) periods of five (5) years each (each a "Renewal Term"); provided that at
the time an option to renew is  exercised,  the Term  shall be in  effect.  Such
options shall be  exercisable by Tenant giving written notice to Landlord of its
intention to exercise the same at least nine (9) months prior to the  expiration
of the then current Term. Upon receipt by Landlord of such notice, provided that
Tenant  shall then have the right to  exercise  such  option,  the Term shall be
extended in accordance with the provisions hereof,  without the necessity of any
further act or  documentation  by Landlord or Tenant.  In no event shall  Tenant
have any right or option to extend or renew the Term  beyond ten (10) years from
the expiration  date of the original Term set forth herein.  In the event Tenant
fails to exercise  any such option  within the time and in the manner  aforesaid
(regardless of whether such failure shall be a result of Tenant's not having the
right to exercise such option),  then this right and option shall  terminate and
be null and void without the  necessity of any further act or  documentation  by
Landlord  or  Tenant,  and the  Term  shall  terminate  in  accordance  with the
provisions set forth elsewhere herein.

     3.04  Memorandum  of Lease.  If  requested by  Landlord,  Tenant  agrees to
execute a  Memorandum  of Lease.  Landlord  shall  prepare  and may  record  the
Memorandum, whereupon Tenant shall pay all costs, fees, taxes and other expenses
of executing,  delivering  and recording  the  Memorandum.  Tenant agrees not to
record this Lease.


                                    SECTION 4
                                      RENT

     4.01 Monthly Rental. Tenant shall pay the Monthly Rental to Landlord during
the Term. Tenant shall pay to Landlord a pro rata part of the Monthly Rental for
the partial month, if any, immediately following the Rent Commencement Date. The
payment for the fractional  month, if any, and for the first (1st) full month of
the  Term,  shall be due and  payable  on the Rent  Commencement  Date,  and the
subsequent  installments of Monthly Rental shall be due and payable on the first
(1st) day of each month  thereafter,  commencing with the first (1st) day of the
first (1st) full month after the Rent Commencement Date.

     4.02  Pro  Rata  Share of  Common  Area  Maintenance  Expenses,  Taxes  and
Insurance.  Commencing  on the  Rent  Commencement  Date,  Tenant  shall  pay to
Landlord  throughout the Term, as additional  rent, for each Calendar Year, upon
presentation by Landlord to Tenant of a bill(s) therefore: (a) Tenant's Pro Rata
Share of Common Area Maintenance Expenses; (b) Tenant's Pro Rata Share of Taxes;
and (c) Tenant's Pro Rata Share of Insurance.

     4.03 Installments. Landlord may elect to collect Tenant's Pro Rata Share of
Common  Area  Maintenance  Expenses,  Tenant's  Pro Rata  Share of Taxes  and/or
Tenant's  Pro Rata Share of Insurance  (collectively,  "Share") for any Calendar
Year in monthly installments, in the following manner. Landlord may, at any time
prior to or during a  Calendar  Year,  submit to  Tenant  Landlord's  reasonable
estimate of the Share for such Calendar Year.  Such estimate may be revised from
time to time during such Calendar  Year. If Landlord shall submit to Tenant such
estimate,  Tenant  shall  pay the  amount  of such  estimate  in  equal  monthly
installments,  in  advance,  on or before the first  (1st) day of each  calendar
month during such Calendar  Year so that the full amount of such estimate  shall
have been paid upon the  expiration  of such Calendar  Year.  If Landlord  shall
collect payments on account of the Share for any Calendar Year monthly, pursuant
to this  Section,  then,  within one hundred  twenty  (120) days  following  the
expiration of such  Calendar  Year,  Landlord  shall furnish to Tenant a written
statement  showing the actual amount of the Share for such Calendar Year and the
payments theretofore made by Tenant. If the payments made by Tenant shall exceed
the Share,  Tenant shall be entitled to a credit for such excess,  except in the
event the Term of this Lease has expired in which case Landlord shall  reimburse
Tenant such amount within thirty (30) days thereafter. If the Share shall exceed
the payments made by Tenant,  Tenant shall pay to Landlord the deficiency within
ten (10) days after Landlord shall submit the aforesaid statement to Tenant.

     4.04  Payment of  Rentals.  All Rent shall be paid by Tenant to Landlord at
Landlord's Address for Payment,  without any right of notice, demand,  deduction
or  set-off.  In case of  controversy,  Tenant  shall have the burden of proving
payment of the controverted item(s) of Rent.

     4.05 Late  Payments.  If Tenant  shall fail timely to pay to  Landlord  any
installment  of Rent on the date which is five (5) days  following  the date due
(regardless of the provisions of Section 15.01(a),  below),  Tenant shall pay to
Landlord either or both (at Landlord's option) of the following: (a) interest on
such late payment from the due date thereof to the date of receipt of payment by
Landlord at a rate per annum equal to the Effective  Rate,  plus (at  Landlord's
option) an amount equal to any late charge or fee which  Landlord is required to
pay to the  holder of any  Mortgage  for any late  payment  by  Landlord  of any
installment  of interest  and/or of principal  and interest  payable  under such
Mortgage; and (b) a late charge of Five Cents ($.05) for each dollar so overdue.

     4.06 Security Deposit.  The Security  Deposit,  if any, shall be collateral
security for the performance by Tenant of its obligations  under this Lease. The
Security  Deposit shall be returned to Tenant after the  expiration of the Term,
provided Tenant shall have timely  performed all of Tenant's  obligations  under
this  Lease.  Landlord  may use,  apply or  retain  the whole or any part of the
Security  Deposit to the extent required for the payment of any Rent as to which
Tenant is in  default  or on  account  of any sum which  Landlord  may expend by
reason of Tenant's  default.  No interest shall be paid on the Security Deposit.
In the event of a sale of the Demised Premises, Landlord shall have the right to
transfer the Security Deposit to the purchaser;  and Landlord shall thereupon be
released from all liability  for the return  thereof;  and Tenant agrees to look
solely to the purchaser for the return of the Security Deposit.


                                    SECTION 5
                           Use of Premises; Occupancy

     5.01 Use of the Demised  Premises.  The Demised  Premises shall be used for
the Authorized Use and for no other purpose. In addition, Tenant agrees that the
Demised Premises shall not be used: (a) for any use which is in conflict with or
violates any  restrictive  covenant,  use restriction or exclusive use provision
now or hereafter  granted to any other  tenant or occupant of the Center  and/or
any adjacent property owned by Landlord (other than the Authorized Use); (b) for
any public or private auction,  "fire,"  "bankruptcy," "going  out-of-business,"
"lost our lease" or  liquidation  sale, or any sale which would  indicate to the
public that Tenant is bankrupt,  is going out-of-business or has lost its lease;
(c) in violation of any Laws or Recorded Agreements;  or (d) in a manner whereby
more than twenty-five percent (25%) of the Demised Premises is used for purposes
other than  conducting  retail sales,  provided such space is at the rear of the
store (such as for offices or for storage).  Landlord  represents to the best of
Landlord's knowledge, without inquiry, that Tenant's Authorized Use is permitted
by applicable Laws.

     5.02 Hazardous Substances.

     (a)  Compliance  with Law.  All  operations  and  activity  at the  Demised
Premises  shall be  conducted  by Tenant in  compliance  with all  Environmental
Statutes. Tenant shall maintain all permits or approvals and shall timely submit
all reports and other documents required by Environmental Statutes.

     (b)  Information  Transfer.  Tenant  shall  provide  to  Landlord:  (i) all
applications and other documents  submitted to any governmental  agency relating
to Environmental  Statutes;  (ii) all permits,  licenses and approvals  obtained
under Environmental Statutes; and (iii) any correspondence, notice of violation,
or other document received by Tenant relating to Environmental Statutes.

     (c) Handling of Hazardous  Substances.  Tenant shall not cause or allow the
use, generation, handling or storage of Hazardous Substances in, on or under the
Demised  Premises.  Should any  release  of  Hazardous  Substances  occur at the
Demised Premises,  the Tenant shall  immediately take all measures  necessary to
contain,  remove and dispose off the Demised Premises all materials  released or
contaminated  by the  release,  and remedy and  mitigate  all  threats to public
health or the  environment  relating to such release.  When  conducting any such
measures  and when using and  handling  Hazardous  Substances,  the Tenant shall
comply with Environmental Statutes.

     (d) Tanks.  Tenant shall obtain prior written  approval of the Landlord for
the  installation  of any storage  tank,  whether above or  underground,  at the
Demised  Premises,  and will comply  with all  applicable  laws and  regulations
concerning its  installation,  operation and closure.  Upon  termination of this
Lease, Landlord shall have the option of requiring that Tenant, at Tenant's sole
cost and expense,  perform tests relating to and/or remove any tank installed by
Tenant and associated contaminated material.

     (e) General  Compliance.  The  provisions of this Section 5.02 shall not be
construed as limiting in any respect the  covenants  and  obligations  of Tenant
under Section 6.07 hereof.

     (f) Landlord's  Entry for Inspection.  Tenant agrees to permit Landlord and
its authorized representatives, upon reasonable prior notice (except in the case
of an  emergency),  to enter,  inspect  and  assess  the  Demised  Premises,  at
reasonable  times, for the purpose of determining  Tenant's  compliance with the
provisions of this Section 5.02.  Such  inspections  and assessments may include
obtaining  samples and performing tests of soil,  surface water,  groundwater or
other media.

     5.03  Continuous  Occupancy.  Tenant  shall  occupy  the  Demised  Premises
promptly upon the Commencement of the Term; and thereafter  throughout the Term,
Tenant  shall  continuously,  actively  and  diligently  use the entire  Demised
Premises  under  the  Trade  Name  for  the  Authorized  Use  in  an  efficient,
businesslike and reputable manner, and with such staff of personnel and stock of
merchandise as shall result in the maximum  amount of sales of  merchandise  and
services  therefrom.  Tenant shall conduct its business in the Demised  Premises
throughout the Term at least during the Minimum Hours.

     5.04 Tenant Relocation. Intentionally Deleted.

     5.05 Additional Agreements. Throughout the Term, Tenant agrees:

     (a) Not to use or operate any machinery or equipment that is harmful to the
Demised Premises.

     (b) Not to do or  permit,  or  suffer to be done or  permitted,  any act or
thing, or permit any noise, odor, sound, vibration or disturbance whereby, or in
consequence  whereof,  the rights of other occupants of space in the Center will
be  obstructed  or  interfered  with, or other tenants in the Center will in any
other  way  be  injured  or  annoyed,   excluding  normal  sounds  from  typical
electronics   provided  Tenant  uses  reasonable  efforts  to  install  adequate
buffering in the Demised Premises.


                                    SECTION 6
           Landlord's Work and Tenant's Work; Repairs and Alterations

     6.01 Landlord's  Work.  Tenant has examined the Demised Premises and agrees
to accept  possession of the Demised  Premises  broom clean and in their "as is"
condition on the Commencement  Date, and further agrees that Landlord shall have
no obligation to perform any work,  supply any materials,  incur any expenses or
make any  installations  in order to prepare the Demised  Premises  for Tenant's
occupancy.  The taking of possession of the Demised  Premises by Tenant shall be
conclusive  evidence as against  Tenant that at the time such  possession was so
taken, the Demised Premises were in good and  satisfactory  condition.  All work
performed by Landlord shall be in compliance with all applicable Laws.

     6.02  Tenant's  Work.  All  other  work  not  specifically   designated  as
Landlord's  Work  which  is  necessary  to  complete  the  Demised  Premises  in
accordance  with  Tenant's  Final  Plans  (as  hereafter  defined)  and which is
necessary  for the Demised  Premises to be ready to open for  business  with the
public by the  Commencement  of the Term,  in the manner set forth in the Lease,
shall be done by Tenant at Tenant's own cost and expense.  All such work as well
as any remodeling pursuant to Section 6.05 of the Lease and all other work which
is not  specifically  designated  as  Landlord's  Work  is  herein  collectively
referred to as "Tenant's Work." Landlord  acknowledges  that Tenant may, subject
to all applicable laws,  install a 21-inch DSS Satellite dish on the roof of the
Premises.  Tenant shall utilize Landlord's roofing contractor for any work which
may cause penetrations or perforations to the roof or for any other similar work
which may nullify Landlord's roof warranty.

     6.03 Construction Procedures.  The store shall be designed and installed in
accordance  with  all  requirements  of  Landlord's  fire  underwriter  and  the
requirements of any governmental authority having jurisdiction over. The design,
character  and  materials  of the  storefront  and all aspects of the design and
construction  of the  interior of the Demised  Premises  shall be subject to the
approval of Landlord.

     (a)  Construction  Schedule.  Tenant shall initially  construct the Demised
Premises in  accordance  with the plans and  specifications  attached  hereto as
Exhibit "B."

     (b) Construction Procedures and Requirements.  In performing Tenant's Work,
Tenant  shall  (or  cause  its   contractor   to)  comply  with  the   following
requirements:

     (i) In  addition  to, and not in lieu of the other  policies  of  insurance
required  by this  Lease,  at all times  between  the start  and  completion  of
Tenant's  Work (such  period is herein  referred  to as  "Tenant's  Construction
Period"),  Tenant,  at its own cost and expense,  shall cause it's contractor to
maintain in effect with a responsible  insurance  company,  a policy of all risk
builder's  risk insurance in the standard form for the State where the Center is
located.  Said insurance shall cover the full replacement value of all work done
and fixtures and equipment  installed or to be installed at the Demised Premises
by Tenant,  without  coinsurance and with a deductible  clause not to exceed Ten
Thousand Dollars ($10,000.00).

     (ii) In addition  to, and not in lieu of the other  policies  of  insurance
required  by this  Lease,  at all times  between  the start  and  completion  of
Tenant's Construction Period,  tenant, at its own cost and expense,  shall cause
its  contractor  to maintain in effect with a  responsible  insurance  company a
policy of comprehensive liability insurance or (at Landlord's option) commercial
general  liability  insurance (on an occurrence  basis).  Said  insurance  shall
protect  against  claims for  personal  injury  (including  death) and  property
damage,  with  limits  not less than Five  Million  Dollars  ($5,000,000.00)  in
respect of personal injury  (including  bodily injury and death) and Two Million
Dollars ($2,000,000.00) for property damage.

     (iii)  At  all  times  during  Tenant's   Construction   Period,   Tenant's
contractors and  subcontractors  shall maintain in effect worker's  compensation
insurance as required by the laws of the State in which the Center is located.

     (iv) Repair  and/or  reconstruction  of all or any portion of Tenant's Work
damaged or destroyed  by any casualty  occurring  during  Tenant's  Construction
Period  shall be commenced  by Tenant as soon as possible  after such  casualty;
provided  that if all or any  portion  of  Landlord's  Work is also  damaged  or
destroyed  by such  casualty,  Landlord  shall  notify  Tenant  when  repairs or
reconstruction  of Landlord's Work is substantially  completed and, upon receipt
of such notice,  Tenant shall promptly pursue such repair and/or  reconstruction
to completion.

     (v) Any approval or consent by Landlord of any or all of Tenant's criteria,
systems,   plans,   specifications  or  drawings  shall  neither  constitute  an
assumption  of  responsibility  by  Landlord  for any  aspect of such  criteria,
systems, plans,  specifications or drawings including, but not limited to, their
accuracy or  efficiency  nor  obligate  Landlord  in any manner with  respect to
Tenant's  Work and Tenant  shall be solely  responsible  for any  deficiency  in
design or construction of all portions of Tenant's Work.

     (vi)  Subject to the terms of this Lease,  Tenant  shall obtain and pay for
all  necessary  permits  and  shall  pay  all  other  fees  required  by  public
authorities or utility companies with respect to Tenant's Work.

     (vii) Tenant shall  maintain the Demised  Premises and the Common Areas (as
defined in the Lease)  adjoining  the same,  to the extent used by Tenant,  in a
clean and orderly condition during construction and may not use any space within
the Center (except the Demised Premises) for storage of material of equipment.

     (viii) At any time and from time to time during the performance of Tenant's
Work, Landlord, Landlord's agent, Landlord's architect and/or Landlord's general
contractor  may enter  upon the  Demised  Premises  and  inspect  the work being
performed by Tenant and after ten (10) days notice to Tenant (except in the case
of emergency)  take such steps as are required by Tenant's  approved plans or by
law to assure the proper  performance  by Tenant of Tenant's  Work in accordance
with the  approved  plans  and/or to protect  the  building  and/or any  Demised
Premises adjacent to the Demised Premises.  In addition,  Tenant's Work shall be
performed in a thoroughly  first-class and workmanlike manner, shall incorporate
only new or like new  materials  as approved  by Landlord on Tenant's  plans and
specifications as approved by Landlord,  and new materials or like-new materials
at any other time during the Term and shall be in good and usable  condition  at
the date of completion.

     (ix) Tenant's Work shall be coordinated with all work being performed or to
be performed by Landlord  and other  occupants of the Center such that  Tenant's
Work will not interfere  with the  operation of the Center or interfere  with or
delay the completion of any other construction within the Center.

     (c) Construction Information.  Within ten (10) days after initially opening
the Demised  Premises  for  business  with the public,  Tenant  shall  supply to
Landlord the following:

     (i)  Properly  issued  permanent  occupancy   certificates  and  any  other
certificates  evidencing  acceptance  or  approval  of the  Demised  Premises by
appropriate governmental authorities.

     (ii) A set of as-built plans and  specifications for Tenant's Work prepared
and sealed by Tenant's architect,  together with names and addresses of Tenant's
electrical, plumbing, and other contractors.

     6.04 Repairs.  Tenant shall,  throughout  the Term and at its sole cost and
expense,  take good care of the  Demised  Premises  and keep them in good order,
condition  and repair and in compliance  with all Laws and Recorded  Agreements,
and promptly make all repairs necessary to maintain such good order,  condition,
repair and compliance.  The term "repairs" shall include replacements,  renewals
and additions. All repairs made by Tenant shall be equal to or exceed in quality
and usefulness the original building and such other original improvements as may
from time to time be located  upon the Demised  Premises.  Tenant shall keep and
maintain  the Demised  Premises in a clean and  orderly  condition,  and free of
accumulations of dirt,  rubbish,  snow, ice and water; and shall promptly remove
from the Demised  Premises and from the Center all trash which may accumulate in
connection with any activity by Tenant.

     6.05 Alteration and Remodeling.  Tenant shall not,  without first obtaining
Landlord's  prior  written  consent,  make  any  alterations,   improvements  or
additions  to the Demised  Premises;  except that Tenant may,  without the prior
consent of Landlord,  make minor alterations and improvements to the interior of
the Demised Premises. Landlord agrees not to unreasonably withhold, condition or
delay its consent to interior  non-structural  alterations.  Provided,  however,
that any  alteration,  improvement  or addition made by Tenant,  including  both
those that do and do not require  Landlord's  prior written  consent,  shall not
affect or impair the  structure of the building nor reduce its value,  and shall
not disturb or annoy the  occupants of any  adjoining  stores;  and Tenant shall
give to Landlord  at least  thirty  (30) days prior  written  notice of any such
alteration,  improvement  or  addition.  Except as  otherwise  provided  in this
Section  6.05,  all  alterations,  improvements,  additions,  repairs  and other
property attached to or used in connection with the Demised Premises or any part
thereof  made or  installed  by Tenant  shall  immediately  upon  completion  or
installation thereof be and become part of the Demised Premises and the property
of Landlord  without payment  therefor by Landlord,  and shall be surrendered to
Landlord  upon the  expiration  or earlier  termination  of the Term.  Provided,
however,  that Tenant  agrees that all  removable  trade  fixtures  and personal
property  installed by Tenant in the Demised Premises shall be removed by Tenant
at the  termination of the Term.  Tenant agrees that it will at its own cost and
expense forthwith repair any and all damage done by the removal of any fixtures,
trade fixtures and personal property.

     6.06 Mechanic's Liens.

     (a) Prior to the making of any alterations or changes or the performance of
any  construction  or work performed or authorized by Tenant which may give rise
to a mechanic's  lien,  Tenant shall  provide to Landlord in form and  substance
acceptable  to  Landlord  assurance  that  payment  for the same will be made by
Tenant, and Tenant hereby completely and fully indemnifies Landlord,  and agrees
to defend and hold Landlord  harmless from and against,  any mechanic's  lien or
other lien or claim in connection therewith.

     (b) If any mechanic's,  laborer's,  or materialman's lien shall at any time
be filed  against  the Demised  Premises  or any part  thereof by reason of work
performed by or at the direction of the Tenant, the Tenant,  within fifteen (15)
days after  notice of the filing  thereof,  shall cause it to be  discharged  of
record.  If Tenant  shall  fail to cause such lien to be  discharged  within the
period  aforesaid,  then in addition to any other right or remedy,  the Landlord
may,  but shall not be  obligated  to,  discharge it either by paying the amount
claimed to be due or by  procuring  the  discharge of such lien by deposit or by
bonding proceedings, and in any such event, Landlord shall be entitled, if it so
elects to compel the  prosecution of any action for the foreclosure of such lien
by the lienor and to pay the amount of the  judgment in favor of the lienor with
interest, costs and allowances. Any amount so paid by Landlord and all costs and
expenses incurred by it in connection therewith,  together with interest thereon
at the Effective Rate,  from the respective  dates of the making of the payments
and incurring of the costs and expenses, shall be immediately due and payable by
the Tenant to Landlord.

     (c) Nothing in this Lease contained shall be deemed or construed in any way
as  constituting  the  consent  or request  of  Landlord,  express or implied by
inference or otherwise, to any contractor, subcontractor, laborer or materialman
for the  performance  of any labor or the  furnishing  of any  materials for any
specific alteration,  addition, improvement or repair to the Demised Premises or
any part thereof, nor as giving Tenant any right, power or authority to contract
for or permit the  rendering of any services or the  furnishing of any materials
that would give rise to the filing of any lien  against the Demised  Premises or
any part thereof.

     6.07 Compliance.  Tenant shall,  throughout the Term, at Tenant's sole cost
and  expense,  promptly  comply with all Laws and  Recorded  Agreements  and the
recommendations  or  requirements  of all insurance  companies,  relating to the
Demised  Premises or the use thereof,  or to the sidewalks,  parking area, curbs
and access ways adjoining the Demised Premises.  Without limiting the generality
of the foregoing,  Tenant shall keep in force all licenses, consents and permits
necessary  for the lawful use of the Demised  Premises  and Tenant shall pay all
personal property taxes,  income taxes,  license fees, and other taxes which are
or may be assessed,  levied or imposed upon Tenant in  connection  with Tenant's
operation of its business upon the Demised Premises.


                                    SECTION 7
                                      Taxes

     7.01 Personal Property Taxes.  Tenant shall pay all personal property taxes
levied by any Governmental  Authority with respect to Tenant's  property located
on the  Demised  Premises.  Tenant  shall  pay all  sales  taxes  levied  by any
Governmental  Authority with respect to the Demised Premises and/or Rent payable
under this Lease, and hold the Landlord harmless with respect thereto.


                                    SECTION 8
                             Indemnity and Insurance

     8.01 Indemnity and Release.

     (a) Indemnification by Tenant. Tenant agrees to indemnify,  defend and save
harmless  Landlord  from and  against  any and all claims by or on behalf of any
party  arising  from the  occupancy,  conduct,  operation or  management  of the
Demised  Premises  or from  any  work or thing  whatsoever  done on the  Demised
Premises  or any  work or  anything  whatsoever  done  by  Tenant,  its  agents,
contractors or employees about the Demised Premises,  or arising from any breach
or default on the part of Tenant  pursuant to the terms of this Lease,  or under
the  provisions  of any Law, or arising from any act,  neglect or  negligence of
Tenant, or any of its agents, contractors, servants, employees, or licensees, or
arising  from any  accident,  injury or damage  whatsoever  caused to any party,
occurring  during  the Term,  in or about  the  Demised  Premises,  and from and
against all costs, expenses and liabilities incurred in connection with any such
claim or action or proceeding brought thereon  (including,  without  limitation,
the fees of attorneys,  investigators  and  experts);  and in case any action or
proceeding be brought against Landlord by reason of any such claim,  Tenant upon
notice from Landlord  covenants at Tenant's cost and expense to resist or defend
such  action or  proceeding  or to cause it to be  resisted  or  defended  by an
insurer.  Tenant shall not, however,  be liable for damages or injury occasioned
by the  negligence  or willful acts of Landlord,  or its agents,  employees,  or
servants,  unless such damage or injury arises from perils  against which Tenant
is required by this Lease to insure.

     (b) Release.  Landlord, its principals,  agents, employees and contractors,
shall not be liable for, and Tenant hereby  releases  Landlord,  its principals,
agents,  employees and contractors  from, all claims for loss of life,  personal
injury or damage to  property  or  business  sustained  by Tenant or any  person
claiming  by,  through  or  under  Tenant  resulting  from any  fire,  accident,
occurrence  or condition in or upon the Demised  Premises or the Common Areas or
any part  thereof  including,  but not  limited  to, any such claims for loss of
life, personal injury or damage resulting from defect,  latent or otherwise,  in
the Demised  Premises or the Common  Areas,  any defect in or any failure of any
equipment,  machinery,  utilities,  appliances,  or  apparatus  in  the  Demised
Premises or the Common  Areas,  falling of fixtures or other  items,  leakage of
water, snow or ice, broken glass, or any other similar event or any act of other
tenants or occupants of the Center or any act or omission  (including  negligent
acts or omissions) of Landlord, its principals, agents, servants and employees.

     (c) Indemnification by Landlord.  Landlord will defend and indemnify Tenant
and save Tenant harmless from and against any and all claims, actions,  damages,
liability  and  expense  (including,  but not limited  to,  attorneys'  fees and
disbursements) in connection with the loss of life, personal injury or damage to
property arising from,  related to, or in connection with Landlord's  willful or
negligent  acts or omissions in the Common Areas of the Center.  Landlord  shall
not be liable for damages or injury occasioned by the negligence or willful acts
of Tenant, its agents, employees or servants.

     (d) Waiver of  Subrogation.  Each of the parties hereto hereby releases the
other and the  other's  partners,  agents and  employees,  to the extent of each
party's  insurance  coverage,  from any and all liability for any loss or damage
which may be inflicted  upon the property of such  releasing  party even if such
loss or damage shall be brought  about by the fault or  negligence  of the other
party, its partners, agents or employees.

     8.02 Insurance by Tenant.

     (a) Tenant  shall keep in force,  at  Tenant's  sole cost and  expense,  in
responsible insurance companies acceptable to Landlord authorized to do business
in the  jurisdiction  in which the Center is situate and throughout the Term and
during such other  times as Tenant  occupies  the  Demised  Premises or any part
thereof:

     (i) Insurance (on an occurrence  basis) against claims for personal  injury
(including death) and property damage and with broad-form  contractual liability
coverage,  under a policy of comprehensive  general  liability  insurance or (at
Landlord's option) commercial general liability insurance,  with limits not less
than  Two  Million  Dollars   ($2,000,000.00)  in  respect  of  personal  injury
(including bodily injury and death) and Two Million Dollars  ($2,000,000.00) for
property damage.

     (ii)  Workers'   compensation  or  similar  insurance  affording  statutory
coverage and containing statutory limits.

     (iii) Fire insurance,  with such extended coverage  endorsements  including
but not limited to, vandalism,  malicious mischief, sprinkler leakage, plate and
other glass coverage,  and other  endorsements as Landlord may from time-to-time
require,  covering all of Tenant's stock in trade and other  improvements to the
extent of at least one hundred  percent  (100%) of their  replacement  cost. The
property  damage  insurance  required  hereunder  shall not  contain  the "care,
custody and control" exclusion,  or Tenant shall obtain and keep in force at the
times  aforesaid,  in addition to the other insurance  required of it under this
Section  6.02(a),  fire and extended  coverage legal liability  insurance with a
minimum limit of Five Million Dollars ($5,000,000.00).

     (iv) Business  interruption  insurance and/or products liability insurance,
if requested by Landlord,  in such amount as Landlord may reasonably  require or
approve.

     (b) Tenant shall deposit with  Landlord the policies of insurance  required
under this Section,  or copies thereof,  together with satisfactory  evidence of
the payment of the premium or premiums  required  thereunder,  prior to the date
Tenant  first enters upon the Demised  Premises  (but in no event later than the
Commencement  of the Term).  Said  policies of  insurance  shall name as insured
parties the Landlord (and, at Landlord's direction,  any managing agent) and the
holder of any Mortgage  will  endeavor to give  Landlord  thirty (30) days prior
written notice of cancellation  or expiration of said policies of insurance.  At
least fifteen (15) days prior to the expiration of any such policy, Tenant shall
deposit  with  Landlord  a  renewal  policy  or  copy  thereof,   together  with
satisfactory  evidence of payment by Tenant of the premium or premiums  required
thereunder.

     8.03 Increase in Insurance Rate. Tenant will not do or keep anything in the
Demised Premises which will violate the provisions of any policy of insurance or
which will prevent procuring insurance in companies  acceptable to Landlord.  If
anything  done,  omitted to be done or suffered to be done by Tenant shall cause
the insurance rate on any insurance for the Center to be increased,  then Tenant
shall pay the entire amount of any increase in premiums  resulting  therefrom on
demand and as additional rent.


                                    SECTION 9
                                     Signage

     9.01 Signs. Tenant shall, at its expense,  construct all necessary signs in
and upon the Demised  Premises  properly to conduct  its  marketing  activities,
provided that Tenant shall have  submitted to Landlord  plans for each such sign
and further provided that Landlord shall have approved such plans.  Tenant shall
be solely responsible for obtaining sign permits and for ensuring that all signs
conform  with  the  requirements  of  all  Laws  and  Recorded  Agreements.  The
availability  of signs and sign permits is not a condition to the obligations of
Tenant  under this  Lease.  Tenant  shall,  at Tenant's  sole cost and  expense,
maintain  its signs in good order,  condition  and repair  throughout  the Term.
Tenant shall pay to Landlord upon demand  Tenant's Pro Rata Share of the cost of
constructing any pylon or monument sign at the Center. Subject to all applicable
laws and recorded agreements,  Tenant shall be permitted,  at Tenant's sole cost
and expense, to place Tenant's panel sign on Tenant's Pro Rata Share of any such
pylon or monument sign.


                                   SECTION 10
                                    Utilities

     10.01 Tenant's  Responsibility  for Utilities  Consumed.  Tenant shall make
application  for,  be  responsible  for,  and  promptly  pay all charges for all
Utilities  consumed  at the  Demised  Premises.  Landlord  represents  that gas,
electric, water and sewer are available at the Demised Premises.

     10.02  Utility   Interruption.   Landlord  shall  not  be  liable  for  any
interruption  or  impairment  in the  supply of Utility  service,  nor shall any
interruption  or  impairment  constitute  a breach by  Landlord of the terms and
conditions of this Lease nor shall any  interruption or impairment  constitute a
ground for an abatement of Rent unless such interruption  results from the gross
negligence  of Landlord.  Tenant shall not at any time  overburden or exceed the
capacity of any Utility services which are supplied to the Demised Premises.

     10.03  Alternative  Billing.  If the  authority  or  authorities  supplying
Utilities  servicing  the Demised  Premises  provide that the bills  therefor be
rendered to  Landlord,  then Tenant shall  reimburse  Landlord for the amount of
each such bill upon request by Landlord.


                                   SECTION 11
                            Assignment and Subletting

     11.01 Assignment and Subletting.

     (a) Tenant  shall not assign or  encumber  this Lease or sublet the Demised
Premises,  in whole or part,  without  Landlord's  prior written  consent (which
consent may be withheld for any reason whatsoever,  reasonably or unreasonably).
Notwithstanding any assignment or encumbrance of this Lease or subletting of all
or any portion of the Demised Premises, with or without the consent of Landlord,
Tenant shall, nevertheless, remain liable to Landlord for the performance of all
of Tenant's  obligations  under this  Lease;  and any  assignment,  encumbrance,
sublease or subletting made by Tenant shall be subject to the terms,  conditions
and provisions of this Lease.  Landlord agrees not to unreasonably  withhold its
approval to Tenant's  assignment of this Lease or subletting  the entire Demised
Premises  provided Tenant is not in default of the terms and provisions  hereof.
In determining whether to consent to Tenant's proposed assignment or subletting,
the Landlord may consider all factors,  which in Landlord's  business  judgment,
are  pertinent  to such  decision,  and the  parties  agree that the  following,
without limitation, are examples of such reasonable factors:

     (i) Whether the financial  strength of the proposed  assignee as determined
by a current  financial  statement,  certified  by an  officer  of the  proposed
assignee, shows a net worth and working capital in amounts reasonably determined
by Landlord to be sufficient to assure the future  performance  by such assignee
of its obligation under this Lease;

     (ii) The  character,  business  reputation,  and  managerial  skills of the
assignee or subtenant;


     (iii) Whether the assignee or subtenant,  in centers of comparable  size to
the Center, has substantial  retailing  experience in the sale of merchandise to
be sold from the Demised  Premises as  determined  pursuant  to  subclause  (iv)
below;

     (iv) The use of the Demised Premises by the proposed  assignee or subtenant
must be either  identical to the use permitted by Section 5.01 of this Lease, or
another use which, in Landlord's  reasonable  business  judgment,  is compatible
with the then existing  tenant mix at the Center,  is suitable for a first-class
retail shopping  center and conforms to the  requirements of the second sentence
of Section 5.01 above;

     (v) Whether the quality of merchandise sold from the Demised Premises after
the assignment or sublease will be the same as prior thereto.

     In the event a dispute  should  arise  between  Landlord  and  Tenant as to
whether  Landlord  has acted  reasonably  in failing to give its  consent to any
proposed  assignment or sublease,  Tenant's sole remedy shall be an action for a
declaratory  judgment on such issue and in no event shall  Landlord be liable to
Tenant for any damages (direct or consequential) allegedly suffered by Tenant or
any such assignee or subtenant as a result of such failure to consent.

     (b) Tenant  shall  notify  Landlord in writing  (at least  thirty (30) days
prior  thereto) if Tenant  intends to sublease all or any portion of the Demised
Premises or to assign or encumber this Lease.  Landlord shall have the right, at
Landlord's  sole option,  to terminate  this Lease if Landlord has received from
Tenant a notice  pursuant to the  preceding  sentence;  such  termination  to be
effective by written  notice from  Landlord to Tenant given within  fifteen (15)
days after the receipt by Landlord of Tenant's  notice of Tenant's  intention to
sublet or assign or encumber this Lease.

     (c) The provisions of this Section 11.01 shall be equally  applicable to an
assignment  by  operation  of law.  The sale or  transfer  of stock or any other
transfer of any beneficial  interest in Tenant or any merger by Tenant or by any
parent, subsidiary or affiliate of Tenant shall be considered for the purpose of
this Lease to be an assignment hereunder.

     (d)  Notwithstanding  anything to the contrary set forth in this Lease,  so
long as Tenant is a publicly  traded company (i) any further  transfer or series
of  transfers  of the common  stock of Tenant  shall not  require the consent of
Landlord,  irrespective  of the  percentage of ownership  transferred;  and (ii)
assignment of this Lease to a party who shall acquire all or  substantially  all
of the assets of Tenant shall not require the consent of Landlord, provided that
such assignee  shall assume the Tenant's  obligations  under this Lease from and
after the time of such  assignment  and Tenant  shall  remain  liable under this
Lease.

     (e) If, with or without Landlord's  consent,  Tenant assigns this Lease, or
sublets  all or any part of the Demised  Premises,  fifty  percent  (50%) of any
profits  derived by Tenant from the  assignment or  subletting  shall be paid by
Tenant to Landlord and Tenant shall  deliver to Landlord a written  agreement in
which the assignee or subtenant agrees, for the benefit of Landlord,  to assume,
be bound by, and  perform  all of the  obligations  of Tenant  under this Lease.
Tenant agrees to use reasonable efforts to obtain the highest profit possible on
any assignment or subletting.

     11.02 Violation. If this Lease be assigned,  Landlord may collect Rent from
the assignee.  If the Demised Premises or any part thereof be sublet or occupied
by any person  other than Tenant and in the event of Tenant's  uncured  default,
Landlord may collect Rent from such subtenant or occupant. Landlord's collection
of Rent pursuant to the  provisions of this Section 11.02 shall not in any event
be deemed to be a waiver of any default by Tenant in having  assigned this Lease
or sublet all or any portion of the Demised  Premises  without the prior written
consent of Landlord.

     11.03  Bankruptcy  Assignment.  Any person or entity to which this Lease is
assigned  pursuant to the  provisions of the Bankruptcy  Code, 11 U.S.C.  101 et
seq.,  shall be deemed  without  further act or deed to have  assumed all of the
obligations  arising  under this Lease on or after the date of such  assignment.
Any such  assignee  shall  upon  demand  execute  and  deliver  to  Landlord  an
instrument confirming such assumption.

     11.04 Bankruptcy Assignment -- Payment of Consideration for Assignment.  If
this Lease is assigned to any person or entity pursuant to the provisions of the
Bankruptcy  Code, 11 U.S.C. et seq.,  ninety percent (90%) of any and all monies
or other considerations  payable or otherwise to be delivered in connection with
such assignment shall be paid or delivered to Landlord,  shall be and remain the
exclusive property of Landlord and shall not constitute property of Tenant or of
the estate of Tenant within the meaning of the  Bankruptcy  Code.  Any monies or
other  considerations  constituting  Landlord's  property  under  the  preceding
sentence  not paid or  delivered  to  Landlord  shall  be held in trust  for the
benefit of Landlord and promptly be paid or delivered to Landlord.


                                   SECTION 12
               Subordination, Easements and Estoppel Certificates

     12.01 Subordination.


     (a) This Lease shall be subject and subordinate at all times to the lien of
any Mortgages and/or other encumbrances now or hereafter placed upon the Demised
Premises  and/or the Center  without the necessity of any further  instrument or
act on the part of Tenant to effectuate such  subordination.  Tenant agrees,  at
the election of the holder of any such Mortgage or other encumbrance,  to attorn
to such holder.  Tenant  further agrees to execute and deliver upon request such
further  instrument or instruments  evidencing and confirming such subordination
of this  Lease to the  lien of any such  Mortgage  and/or  encumbrance  and such
further  instrument  or  instruments  of  attornment  as shall be  designated by
Landlord. The subordination referred to above shall be conditioned upon any such
mortgagee,  or other party  holding an interest or estate  affecting the Demised
Premises and/or the Center to which this Lease  subordinated or may hereafter be
subordinated,  agreeing with Tenant that in the exercise of those rights,  if so
long as Tenant is not in default  hereunder,  it will not deprive  Tenant of its
possession and use of the Demised Premises in accordance with the Lease.

     (b) If an Overlease  exists,  Tenant's  possession of the Demised  Premises
shall be that of a subtenant  and shall be  subordinate  to the  interest of the
Overlessor  without the necessity of any further action on the part of Tenant to
effectuate such subordination; but, notwithstanding the foregoing, if Landlord's
tenancy shall terminate either by expiration,  forfeiture or otherwise, then, if
the Overlessor shall so request, Tenant shall attorn to the Overlessor and shall
recognize the  Overlessor as Tenant's  landlord upon the terms and conditions of
this Lease for the balance of the Term.  Tenant shall execute,  acknowledge  and
deliver, upon request, such further instruments evidencing such subordination of
Tenant's  interest under this Lease to the interests of the  Overlessor.  If and
for so long as  Landlord  is a lessee  of the  Demised  Premises  and/or  of the
Center,  the insurance  policies required to be maintained by Tenant pursuant to
the  provisions  of Section 8.02 above shall name the  Overlessor  as an insured
party  thereunder;  and the  agreements of Tenant  pursuant to the provisions of
Section  8.01 above  shall also be for the benefit of the  Overlessor.  Landlord
represents that as of the date hereof, an Overlessor does not exist.

     12.02  Easements  by  Landlord.  Landlord  shall  have  the  right to grant
easements  over the Center  without  the  joinder  of Tenant;  and the rights of
Tenant under this Lease shall be subject and subordinate thereto.

     12.03 Tenant's Certificate; Additional Documents.

     (a) Tenant  agrees at any time and from time to time,  within ten (10) days
after Landlord's written notice, to execute, acknowledge and deliver to Landlord
a written  instrument in recordable form certifying the  commencement and ending
dates of the Term,  that this Lease is  unmodified  and in full force and effect
(or if there  have been  modifications,  that it is in full  force and effect as
modified and stating the modifications) and the dates to which Minimum Rent have
been paid in advance,  if any, and stating whether or not Landlord is in default
in  the  performance  of  any  agreement  contained  in  this  Lease  and if so,
specifying  each such  default  and such other  information  as  Landlord  shall
reasonably  request;  and  agreeing  that  Tenant  will give to the  holder  (or
proposed  holder)  of any  Mortgage  a copy of any notice of default it sends to
Landlord and will provide to such holder a reasonable  time in which to effect a
cure of same. Tenant agrees that any such statement  delivered  pursuant to this
Section  may be  relied  upon  by any  prospective  purchaser  of the fee or any
mortgagee thereof or any assignee of Landlord's interest in this Lease or of any
Mortgage.


     (b) Within ten (10) days after the date of the execution of this Lease, and
within ten (10) days after the date of a request by Landlord  to Tenant,  Tenant
shall  deliver to Landlord  (and Tenant  shall cause the  Guarantor,  if any, to
deliver to Landlord),  the following  documents in connection with Tenant and in
connection with the Guarantor, if any:

     (i) Financial  statements for the three fiscal annual periods most recently
ended prior to the date of the request,  which financial statements shall either
be audited  by  Tenant's  regularly  engaged  certified  public  accountants  or
certified as fairly and accurately  representing  Tenant's condition by Tenant's
President or Chief Financial  Officer;  be prepared in accordance with generally
accepted accounting principles consistently applied; and contain a balance sheet
of Tenant showing all assets and liabilities  (both absolute and contingent) and
a statement of Tenant's profits and loss.

     (ii)  If  applicable,  a  copy  (certified  as  true  and  correct)  of the
partnership   agreement  of  Tenant   and/or  the   Guarantor   reflecting   the
authorization of the parties executing this Lease and/or the Guaranty to execute
and deliver this Lease  and/or the  Guaranty for and on behalf of Tenant  and/or
the Guarantor.

     (c) At any time  during  the  Term,  Landlord  may (by  notice)  furnish  a
statement  to Tenant  which sets forth all  payments  made by Tenant to Landlord
during  the period  specified  in such  notice.  Within  twenty  (20) days after
receiving such statement,  Tenant shall: (a) affirm such statement in writing to
Landlord; or (b) if Tenant disputes such statement,  notify Landlord thereof and
specify  in detail the basis of such  dispute  (including  supplying  reasonable
written  evidence in support  thereof).  Such  statement  shall be  conclusively
binding upon Tenant if Tenant fails to timely affirm or dispute such  statement,
or if Tenant's written evidence does not support its dispute.

     12.04  Waiver  of Lien on Trade  Fixtures.  Provided  Tenant is not then in
default hereunder beyond any applicable  notice and cure period,  Landlord shall
execute a Landlord's Waiver Agreement, waiving Landlord's lien on Tenant's trade
fixtures  and  equipment  to the rights of a third party  financial  institution
which  has  supplied  Tenant  with the funds to  purchase  or lease  such  trade
fixtures and equipment.  The form of such  agreement  shall be  satisfactory  to
Landlord.  Tenant  covenants  and  warrants  that all  fixtures,  equipment  and
personal  property  remaining at the Demised  Premises at the  expiration of the
Term shall be free and clear of any security agreements, Uniform Commercial Code
Financing  Statements,  chattel mortgages,  conditional bills of sale, leases or
other title retention agreements or any modifications,  extensions, replacements
or  amendments  thereto.  In the event  Tenant shall fail to remove any fixture,
equipment  or personal  property  subject to any title  retention  agreement  as
described  above,  Tenant  acknowledges  that  Tenant  shall  continue  to be in
possession of the Demised  Premises and shall be subject to the terms of Section
18 hereof.


                                   SECTION 13
                                  Condemnation

     13.01  Whole or Partial  Taking.  In the event the whole or any part of the
Demised  Premises  shall be taken by any  public  authority  under  the power of
eminent domain, this Lease shall terminate as of the date of the Taking.

     13.02 Sharing of Condemnation  Proceedings.  All  compensation  awarded for
such taking of the fee and the leasehold  shall belong to and be the property of
the Landlord;  provided, however, that the Landlord shall not be entitled to any
portion of the award attributable to the Demised Premises made to the Tenant for
the cost of Tenant's improvements or moving or removal of its stock and fixtures
(provided that such award to Tenant does not reduce the compensation which would
otherwise be awarded to Landlord).


                                   SECTION 14
                        Damage by Fire or Other Casualty

     14.01 Destruction of Demised Premises.

     (a) If the Demised  Premises shall be damaged or destroyed by fire or other
casualty,  then Tenant shall  promptly  give notice  thereof to  Landlord;  and,
except as hereinafter  otherwise  provided,  Landlord shall, within a reasonable
time thereafter,  repair or restore the Demised  Premises to  substantially  the
same  condition  they were in prior to the casualty.  If Landlord is required to
repair the Demised  Premises  pursuant to the  provisions of this Section 14.01,
its  obligations  shall be limited to the basic  building as  described  herein,
excluding,  however, all work,  alterations,  fixtures, or signs installed by or
for Tenant and all floor coverings,  furniture,  equipment and decorations;  and
Tenant shall,  at Tenant's sole cost and expense,  promptly  perform all repairs
and restoration to the Demised  Premises not required to be done by Landlord and
shall  promptly  reenter the Demised  Premises  and commence its business in all
parts thereof upon its repair and restoration.

     (b) If the damage to the  Demised  Premises  should be so  extensive  as to
render the whole or any part thereof  untenantable  and  unsuitable  for use and
occupation by Tenant, a just proportion of the Monthly Rental,  according to the
nature and extent of the injury to the Demised  Premises,  shall be suspended or
abated until the Demised  Premises  shall be repaired or restored by Landlord as
aforesaid; provided, however, that the obligation of Tenant otherwise to perform
under this Lease  shall not be  affected  or abated by reason of such  damage or
destruction.

     (c) If during the last two (2) years of the Term the Demised Premises shall
be damaged or  destroyed  to the extent of twenty  percent  (20%) or more of its
insurable value and Tenant does not exercise any extension  options available to
it pursuant to Section 3.03 above within thirty (30) days  following the date of
the casualty,  or if the proceeds of  Landlord's  insurance as the result of any
damage to the Demised  Premises by fire or other casualty shall be  insufficient
fully to pay the cost of the repair thereof,  or if at any time the buildings in
the Center shall be damaged or destroyed as to the extent of fifty percent (50%)
or more of their insurable value, then in any such event, Landlord may terminate
this Lease by notice to Tenant  within  thirty  (30) days  after such  damage or
destruction.  In the event of any  termination  of this  Lease  pursuant  to the
provisions  of this  Section,  the  termination  shall  become  effective on the
fifteenth  (15th)  day after the  giving of the  notice of  termination,  a just
proportion  of the  Monthly  Rental,  according  to the nature and extent of the
injury to the Demised  Premises  shall be  suspended or abated until the time of
termination and minimum rent shall be apportioned as of the time of termination.


                                   SECTION 15
                                Events of Default

     15.01 Default by Tenant. In the event any of the following shall occur:

     (a) Tenant fails to pay any  installment  of Rent when due and such failure
continues  uncured  for ten (10) days  following  written  notice  thereof  from
Landlord to Tenant,  provided that  Landlord  shall not be required to give such
notice and provide  for such cure period more than one (1) time in any  calendar
year; or

     (b) Tenant is in default of any of its other  obligations  under this Lease
and Tenant fails to commence to cure any such default  within  fifteen (15) days
after notice of the  occurrence  thereof from Landlord and  thereafter  fails to
complete  the cure of such default with due  diligence  within  thirty (30) days
after notice of the occurrence thereof from Landlord; or

     (c) Tenant or Guarantor is adjudicated a bankrupt; or

     (d) Tenant or  Guarantor  has a  receiver  in equity  appointed  for all or
substantially  all of its property and such  appointment  is not vacated  within
thirty (30) days; or

     (e) Tenant or Guarantor files a voluntary  petition for  reorganization  or
arrangement; or

     (f) Tenant or Guarantor has a trustee in  reorganization  appointed for its
property; or

     (g) Tenant or Guarantor files a voluntary petition in bankruptcy; or

     (h) Tenant or Guarantor files an answer admitting bankruptcy or agreeing to
reorganization or arrangement; or

     (i) Tenant or Guarantor  makes an assignment  for the benefit of creditors;
or

     (j) Tenant permits its leasehold  interest hereunder to be sold pursuant to
execution;

then and in any such event,  Landlord  may, in addition to such other rights and
remedies which are provided for by law or equity or elsewhere in this Lease:

     (A)  Accelerate  the  whole  or any part of the  Rent  and  other  charges,
payments,  costs and expenses  herein agreed to be paid by Tenant for the entire
unexpired balance of the Term. Such amount if so accelerated  shall, in addition
to any Rent  already  due and  payable,  be deemed due and payable as if, by the
terms and  provisions of this Lease,  such  accelerated  Rent and other charges,
payments, costs and expenses were on that date payable in advance.

     (B) If permissible  under  applicable  laws, enter the Demised Premises and
without further demand or notice,  subject to Landlord's Lien Waiver, proceed to
sale of the goods, chattels and personal property there found and levy the Rent;
and Tenant shall pay all costs and officers'  commissions,  including watchmen's
wages and sums  chargeable  to Landlord,  and in such case all costs,  officers'
commissions  and other charges shall  immediately  attach and become part of the
claim of Landlord for Rent.

     (C)  Reenter  the  Demised  Premises  and remove all persons and all or any
property therefrom,  either by summary dispossess proceedings or by any suitable
action or proceeding  at law, or by force or otherwise,  without being liable to
indictment, prosecution or damages therefor, and repossess and enjoy the Demised
Premises,  together  with all other  installations  of Tenant.  Upon  recovering
possession of the Demised  Premises by reason of or based upon or arising out of
a default on the part of Tenant,  Landlord  may, at  Landlord's  option,  either
terminate this Lease or make such alterations and repairs as may be necessary in
order to relet the Demised Premises;  and relet the Demised Premises or any part
or parts thereof,  either in Landlord's  name or otherwise,  for a term or terms
which may at  Landlord's  option be less than or exceed the period  which  would
otherwise have constituted the balance of the Term and at such rent or rents and
upon such other terms and conditions as in Landlord's  sole  discretion may seem
advisable  and to such person or persons as may in  Landlord's  discretion  seem
best;  upon each  such  reletting  all  rents  received  by  Landlord  from such
reletting shall be applied: first, to the payment of any indebtedness other than
Rent due hereunder from Tenant to Landlord;  second, to the payment of any costs
and expenses of such reletting, including brokerage fees and attorney's fees and
all costs of such alterations and repairs; third, to the payment of Rent due and
unpaid hereunder; and the residue, if any, shall be held by Landlord and applied
in payment of future  Rent as it may become due and payable  hereunder.  If such
rentals received from such reletting during any month shall be less than that to
be paid  during  that  month by  Tenant  hereunder,  Tenant  shall  pay any such
deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No
such  reentry or taking  possession  of the  Demised  Premises  or the making of
alterations  and/or  improvements  thereto  or the  reletting  thereof  shall be
construed as an election on the part of Landlord to terminate  this Lease unless
written  notice of such  intention  be given to Tenant.  Tenant,  for Tenant and
Tenant's  successors and assigns,  hereby  irrevocably  constitutes and appoints
Landlord  Tenant's  and their  agent to collect  the rents due and to become due
under all subleases of the Demised  Premises or any parts thereof without in any
way affecting  Tenant's  obligation to pay any unpaid  balance of Rent due or to
become due hereunder.  Notwithstanding  any such reletting without  termination,
Landlord  may at any time  thereafter  elect to  terminate  this  Lease for such
previous breach.

     (D) To terminate this Lease and the Term hereby  created  without any right
on the part of Tenant to waive the  forfeiture  by  payment of any sum due or by
other performance of any condition,  term or covenant broken. Whereupon Landlord
shall be entitled  to  recover,  in addition to any and all sums and damages for
violation  of Tenant's  obligations  hereunder  in existence at the time of such
termination,  damages for  Tenant's  default in an amount equal to the amount of
the Rent  reserved  for the balance of the Term,  as well as all other  charges,
payments,  costs and expenses herein agreed to be paid by Tenant, all discounted
at the rate of six percent (6%) per annum to their then present worth,  less the
fair rental value of the Demised  Premises for the remainder of said Term,  also
discounted at the rate of six percent (6%) per annum to its then present  worth,
all of  which  amount  shall be  immediately  due and  payable  from  Tenant  to
Landlord.

     (E) Intentionally Deleted.

     (F) In the event of a breach or threatened breach by
Tenant of any of the covenants or provisions
hereof,  Landlord shall have the right of injunction and the right to invoke any
remedy allowed at law or in equity as if reentry,  summary proceedings and other
remedies were not herein provided for.

     (G) No right or remedy  herein  conferred  upon or  reserved to Landlord is
intended to be exclusive of any other right or remedy  herein or by law provided
but each shall be  cumulative  and in  addition  to every  other right or remedy
given herein or now or hereafter existing at law or in equity or by statute.

     (H) If permitted by applicable  law, Tenant  expressly  waives the right to
delay execution on any real estate that may be levied upon to collect any amount
which may become due under the terms and  conditions of this Lease and any right
to have the same appraised.


     (I) For the purpose of  calculating  the  "accelerated  Rent" payable under
paragraph  (A) of this  Section  and the "Rent  reserved  for the balance of the
Term" for the purposes of paragraph  (D) of this Lease (but without  discounting
as provided  therein),  the amount  payable as Tenant's Pro Rata Share of Taxes,
Tenant's Pro Rata Share of Insurance  and Tenant's Pro Rata Share of Common Area
Maintenance  Expenses  for the  balance of the Term shall be equal to the sum of
the highest  amount paid or payable by Tenant in any  Calendar  Year for each of
the foregoing  items  multiplied by the number of Calendar Years  (including any
fractional Calendar Year) remaining in the Term.

     (J) Intentionally Deleted.

     (K) In the event of any default by Tenant of any of its  obligations  under
this Lease,  Tenant shall  immediately pay to Landlord,  upon demand,  an amount
equal to all reasonable  attorney's fees and court costs incurred by Landlord in
enforcing  its  rights  and  remedies  under  this  Lease,  whether  or  not  an
administrative and/or judicial action is commenced by Landlord against Tenant by
reason of such default.

     15.02 Default by Landlord.  Landlord  shall not be in default of any of its
obligations  in this Lease unless  Landlord or the holder of any Mortgage on the
Center shall have failed to commence to perform such  obligation  within  thirty
(30) days after  notice by Tenant to  Landlord  and to such  mortgagee  properly
specifying  wherein  Landlord has failed to perform any such obligation or shall
have failed to proceed  thereafter  with  reasonable  diligence to complete such
performance.  If Landlord shall at any time fail to promptly  perform any act on
its part  required  to be  performed  under the  Lease,  the Tenant  may,  after
reasonable notice or demand,  perform such act provided that Landlord's  failure
to perform  such act gave rise to an  emergency  situation.  In the event Tenant
performs such act,  Landlord shall reimburse Tenant,  upon written request,  for
all reasonable expenses in connection therewith.

     15.03 Curing Tenant's Defaults. If Tenant shall be in default of any of its
obligations  under this Lease,  Landlord  may (but shall not be  obligated to do
so), in addition to any other  rights it may have in law or equity or under this
Lease,  cure such  default  on behalf of  Tenant,  and  Tenant  shall  reimburse
Landlord upon demand for any reasonable  sums paid or costs incurred by Landlord
in curing such default,  together  with interest at the Effective  Rate from the
respective  dates of  Landlord's  making of the  payments  and  incurring of the
costs,  on all sums  advanced  by Landlord  as  aforesaid,  which sums and costs
together with interest  thereon  shall be deemed  additional  rent payable under
this Lease.

     15.04  Waiver of Breach.  The waiver by Landlord or Tenant of any breach of
any term, covenant or conditions contained in this Lease, shall not be deemed to
be a waiver of any subsequent breach of the same or any other term,  covenant or
condition contained in this Lease.

     15.05  Mitigation.  Notwithstanding  any of the terms and provisions herein
contained  to the  contrary,  Landlord  and  Tenant  shall  each have a duty and
obligation to use reasonable  good faith efforts to mitigate any and all damages
that may or shall be  caused  or  suffered  by  virtue  of the  other's  default
hereunder,  or  violation  of, any of the terms and  provisions  of this  Lease;
provided, however, Landlord shall have no obligation: (i) to mitigate until such
time as the receipt and possession of the Demised Premises; or (ii) to lease the
Demised Premises at a rental rate less than the rent provided for in this Lease;
or (iii) to lease the  Demised  Premised  in any manner  which is not in keeping
with the type and caliber of tenants at the Center; or (iv) to relet the Demised
Premises in preference to other vacant space therein.  The burden of proof as to
the  reasonableness  of a party's efforts shall be borne by the defaulting party
and any litigation between the parties.


                                   SECTION 16
                                Inspection Rights

     16.01 Landlord's Right to Inspect. Landlord and the holder of any Mortgage,
and each of their agents,  shall have the right,  upon  reasonable  prior notice
(except in the event of an  emergency),  to enter the  Demised  Premises  at all
times to examine same and to show them to prospective purchasers or tenants, and
to make such  repairs,  alterations,  improvements  or additions as Landlord may
deem  necessary  or  desirable.  At any time within nine (9) months prior to the
expiration of the Term, Landlord shall have the right to display on the exterior
of the Demised Premises a customary "For Rent" sign.


                                   SECTION 17
                                 Quiet Enjoyment

     17.01 Landlord's Covenant of Quiet Enjoyment.  Landlord covenants that upon
Tenant complying with the terms,  covenants and conditions of this Lease, Tenant
may peaceably and quietly have, hold and enjoy the Demised Premises for the Term
without  hindrance or interruption by Landlord or by any other person or persons
claiming under Landlord.


                                   SECTION 18
                                  Holding Over

     18.01 Rent for Holding Over Period.  If Tenant shall continue to occupy the
Demised Premises after the end of the Term without  Landlord's  written consent,
then  Landlord  shall be  entitled  to recover  from  Tenant  either  damages to
compensate  Landlord  for the losses  suffered  by  Landlord as a result of such
holding over or, at Landlord's option,  compensation for such use and occupancy,
at a rate per month equal to  one-sixth  (1/6) of the annual  Rental which would
have been  payable had this Lease been  renewed for a period of twelve (12) full
calendar months following such expiration or earlier  termination,  on the terms
and conditions in effect  immediately prior thereto.  Neither  Landlord's demand
nor Landlord's receipt of the aforesaid compensation for use and occupancy shall
be deemed to provide  Tenant with any right to any use,  occupancy or possession
of the Demised  Premises either for the period for which such  compensation  has
been  demanded  or paid  or for any  time  before  or  after  such  period.  The
provisions  of this Section  18.01 shall not be deemed to limit or  constitute a
waiver of any other rights or remedies of Landlord provided herein or at law.


                                   SECTION 19
                        Condition and Return of Premises

     19.01  Condition  of Title and  Demised  Premises.  Tenant  agrees that the
Demised Premises, the Common Areas and all other parts of the Center, the zoning
classification  of the  Demised  Premises  and the  Center,  and the uses of the
Demised Premises permitted by applicable Laws have been examined by Tenant; that
Tenant  accepts the Demised  Premises and the Common  Areas in the  condition or
state in which they now are,  or any of them now is;  that  Tenant  accepts  its
rights under this Lease  subject to all of the  foregoing;  and that,  except as
otherwise  provided  herein,  Landlord has made no  representation,  covenant or
warranty, express or implied, in fact or in law, with respect thereto.

     19.02  Liability  for Return of Premises.  At the  expiration  of the Term,
Tenant shall surrender the Demised  Premises in the same or better  condition as
the Demised  Premises  were in upon  delivery of  possession to the Tenant under
this Lease, loss by condemnation and casualty excepted.


                                   SECTION 20
                                     General

     20.01  Notices.  Any notice  provided  for in this Lease  shall be given by
written instrument,  personally  delivered or sent with a nationally  recognized
overnight carrier (such as Federal  Express),  each with postage and/or delivery
charges prepaid,  to Landlord at Landlord's Address for Notices and to Tenant at
Tenant's Address.  All notices shall be deemed to have been given when deposited
in the United  States  mail or with such  overnight  carrier or when  personally
delivered,  as aforesaid.  Any notice may be given on behalf of any party by its
counsel.

     20.02 Partial Invalidity. If any provision of this Lease or the application
thereof  to any  person or  circumstance  shall,  to any  extent,  be invalid or
unenforceable, the remainder of this Lease, or the application of such provision
to persons  or  circumstances  other  than those to which it is held  invalid or
unenforceable,  shall not be affected  thereby and each  provision of this Lease
shall be valid and enforced to the fullest extent permitted by law.

     20.03 Entire Agreement. This Lease constitutes the entire agreement between
the parties with respect to the subject matter hereof and all prior negotiations
are merged  into this  Lease.  Any  amendment,  change or addition to this Lease
shall be made only in writing and signed by both parties.

     20.04 Successors in Interest.  The terms and conditions of this Lease shall
be binding  upon,  and shall  inure to the  benefit  of, the  parties  and their
respective successors and assigns,  subject however to the provisions of Section
11.01.

     20.05 Headings.  The Section  headings in this Lease are for convenience of
reference  only,  and  shall  not be  construed  or held in any way to  explain,
modify,  amplify or add to the  interpretation,  construction or meaning of this
Lease.

     20.06 Applicable Law. This Lease shall be governed by the laws of the state
in which the Center is located.

     20.07 Definition of Landlord. The word "Landlord" is used herein to include
the Landlord and any subsequent  owner of the Demised  Premises as well as their
respective  successors  and  assigns,  each of whom shall have the same  rights,
remedies,  powers,  authorities  and  privileges  as it would  have had,  had it
originally signed this Lease as Landlord; but any Landlord, whether or not named
herein,  shall have no liability  under this Lease after it ceases to hold title
to the  Demised  Premises,  except for  obligations  which may have  theretofore
accrued;  or if it never acquires title to the Demised Premises.  If Landlord is
in breach or default with respect to Landlord's  obligations or otherwise  under
this Lease,  Tenant  shall look solely to the interest of Landlord in the Center
for  satisfaction of Tenant's  remedies.  Neither  Landlord,  nor any partner in
Landlord,  shall  have  any  personal  liability  with  respect  to  any  of the
provisions of this Lease. Landlord's affiliated companies,  officers, directors,
agents or  employees  shall not be liable to the Tenant for  indirect,  special,
incidental,  consequential,  punitive or reliance  damages  arising  under or in
connection  with  this  Lease  or  the  performance  of  Landlord's  obligations
hereunder,  or from any breach or partial breach of the provisions of this Lease
or arising out of any act or omission of employees, servants, agents or invitees
of Landlord whether based on breach of contract, breach of warranty,  negligence
or any other theory of  liability.  It is expressly  understood  and agreed that
Landlord's  liability,  and the liability of any partner in Landlord,  under the
terms, covenants, conditions, warranties, and obligations of this Lease shall in
no event exceed the loss of Landlord's interest in the Center.

     20.08 Maintenance Bond. Intentionally Deleted.

     20.09 Brokers in Connection with Lease.  Each party represents and warrants
to the other  party that other than the  Broker,  if any,  such party has had no
dealings,  negotiations or consultations with respect to the Demised Premises or
this transaction with any broker or finder,  and that no broker or finder called
the  Demised  Premises  to  Tenant's  attention  for  lease or took  part in any
dealings,  negotiations or consultations with respect to the Demised Premises or
this  Lease.  Each Party  agrees to  indemnify,  defend and save the other party
harmless  from and  against  all costs,  fees  (including,  without  limitation,
reasonable  attorney's fees and court costs),  expenses,  liabilities and claims
incurred or suffered as a result of breach of its  representation  and  warranty
set forth  above.  Landlord  agrees to pay any  brokerage  fees due  Schultz and
Tenant agrees to pay any brokerage fees due Grubb & Ellis.

     20.10 Competition. Tenant acknowledges that Landlord's obtaining a fair and
equitable rental depends upon Tenant  concentrating  all of its business efforts
within the  geographical  area in which the  Center is  located,  upon  Tenant's
business at the Demised  Premises so as to maximize  Tenant's  Gross Sales,  and
Tenant further acknowledges that any activity by Tenant within such geographical
area in operating or  participating  in the  operating of a similar or competing
business must necessarily have an adverse effect on the volume of Gross Sales by
Tenant at the Demised  Premises to the  detriment  of Landlord  and will deprive
Landlord  of the fair rental to which the parties  agreed.  Accordingly,  in the
event that during the Term either Tenant or Tenant's  management,  or any person
or entity controlled by Tenant or controlling  Tenant, or controlled by the same
person or entity  or  persons  or  entities  who  control  Tenant,  directly  or
indirectly owns, operates,  is employed in, directs or serves any other place of
business, the same, or similar to, or competitive with, Tenant's business as set
forth herein,  except a Bang & Olufsen retail store, within a radius of five (5)
miles from the outside boundary of the Center,  which distance shall be measured
in a straight line without  reference to road mileage,  then Landlord may either
(i) cancel this Lease upon thirty (30) days prior written  notice to Tenant,  or
(ii)  include  the Gross  Sales of any such other place of business in the Gross
Sales made from the Demised  Premises to determine the percentage rent due under
this Lease,  as fully as though such Gross Sales had actually been made from the
Demised Premises.

     20.11 No  Partnership.  Any  intention  to  create a  partnership  or joint
venture relationship between Landlord and Tenant is hereby expressly disclaimed;
and no relationship  other than that of Landlord and Tenant is intended  between
the parties hereto.

     20.12  Effect of  Statements  Submitted by  Landlord.  Tenant's  failure to
object to any statement, invoice or billing rendered by Landlord within a period
of thirty (30) days after receipt thereof shall constitute Tenant's acquiescence
with respect thereto.

     20.13 Documents and Instruments. In connection with a request by Tenant for
Landlord  to review,  prepare,  execute,  deliver,  consent to and/or  approve a
document or  instrument,  Tenant shall pay Landlord  for  Landlord's  reasonable
costs and expenses incurred therefor.

     20.14 Counterparts. This Lease may be executed in one or more counterparts,
all of which shall be deemed to be an original.

     20.15 Tenant's  Signature.  If Tenant  consists of more than one (1) party,
each such party's liability shall be joint and several.

     20.16  Restrictions.  All deliveries to the Shopping Center,  all trash and
recyclables  pick-up  and use of any trash  compactors  are limited to the hours
between 7:00 a.m. and 7:00 p.m., Monday through Saturday.

     IN WITNESS WHEREOF, this Lease Agreement is executed as of the day and year
first above written.

Witness:                                    LANDLORD:

                                            WSG EATONTOWN LP

                                        By: WSG EATONTOWN L.L.C.

______________________________          By: /s/ Eric D. Sheppard
                                            --------------------
                                            Eric D. Sheppard, President

                                            TENANT:

                                            HARVEY ELECTRONICS, INC.

                                        By: /s/ Franklin C. Karp
                                            --------------------
                                      Name: Franklin C. Karp
                                     Title: President

                                    Attest: Joseph J. Calabrese
                                            -------------------
                                      Name: Joseph J. Calabrese
                                     Title: Secretary

[CORPORATE SEAL]


<PAGE>


                                               Tenant's Acknowledgment



State of _______________   :
                                    :
County of _____________    :


         On  this  ______  day of  _____________,  2000,  before  me  personally
appeared _______________________________________ to me known (or proved to me on
the  basis  of   satisfactory   evidence)   to  be  the  [Vice]   President   of
___________________________,   a  _________________________,  the  within  named
Tenant, and that he or she, as such,  executed the foregoing  instrument for the
purposes therein contained.

         Witness my hand and seal the day and year aforesaid.


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

[Seal]                                    My commission expires: _____________


<PAGE>


                                   EXHIBIT "A"

                                   [Plot Plan]

      [Center is outlined in Blue and Demised Premises are outlined in Red]


<PAGE>


                                   EXHIBIT "B"

                           [Plans and Specifications]

                                   (attached)