EXHIBIT 10.27


                                      LEASE

     THIS  LEASE, dated for reference purposes on the 17th day of July, 1995, is
entered  into  by and between VAT Partners II, a California general partnership,
hereinafter  referred  to  as  "Landlord,"  and  99  Only  Stores,  a California
                                --------
corporation,  hereinafter  referred  to  as  "Tenant."
                                              ------

                                   WITNESSETH:

      In consideration of the mutual covenants and agreements herein contained
and of the due and faithful performance of each and all of the terms, covenants
and conditions hereof to be performed, the parties agree as follows:

      1.    PREMISES.

      1.1   The Premises and the Shopping Center. Landlord hereby leases to
            ------------------------------------
            Tenant and Tenant hereby leases from Landlord, for the term and at
            the rental and upon the covenants and conditions set forth herein,
            that portion of an existing building ("Building") consisting of
                                                  ----------
            approximately 21,240 square feet and the land on which it is
            situated (collectively, the "Premises"), together with nonexclusive
                                         --------
            rights in all easements, rights and appurtenances relating thereto
            including, without limitation, those contained in the Declaration
            (defined at Paragraph 1.3) (collectively, the "Easements") and
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            subject only to Permitted Liens (as defined in Section 22 below).
                                                           ----------
            The Premises are part of a shopping center located at the northwest
            corner of Sepulveda Boulevard and Vermont Avenue in Torrance,
            California (the "Shopping Center"). The Shopping Center is legally
                             ---------------
            described upon Exhibit A attached hereto and made a part hereof. The
                           ---------
            Premises are located within the Shopping Center substantially as
            shown on the site plan (the "Site Plan") attached hereto as Exhibit
                                                                        -------
            B and made a part hereof.
            -

      1.2   Ground Floor Area of the Premises, the Building and the Shopping
            ----------------------------------------------------------------
            Center. Landlord represents that, as of the date of this Lease, for
            ------
            purposes of calculating any charges based on the square feet of a
            building area in question, (i) the Building shall be deemed to
            contain forty-six thousand eight hundred thirty-two (46,832) square
            feet of ground floor area, (ii) the ground floor area of all
            building area located in the Shopping Center shall be deemed to
            contain forty-eight thousand thirty-two (48,032) square feet, and
            (iii) the ground floor area of the Premises shall be deemed to be
            twenty-one thousand two hundred and forty (21,240) square feet. The
            ground floor area of the Premises, the Building or the other
            buildings located within the Shopping Center shall be calculated by
            measuring from the exterior of exterior walls and the middle of any
            common walls. The computation of ground floor area shall exclude
            mezzanines and the corridor area of the Building, but shall include
            all floors of any multi-store building and all outdoor sales, garden
            center or nursery or similar area used exclusively by one occupant
            or tenant of the Shopping Center for commercial purposes (except
            that non-building areas which are part of the Common Area (as
            defined in Paragraph 5.1 below) and which are used on an occasional
            basis for sales or promotions shall be excluded from the computation
            of total floor area).

      In the event of a change in the number of square feet of ground floor area
of the Premises, the Building or the buildings located within the Shopping
Center, all prorations based on square feet shall be revised accordingly so that
Tenant's pro rata share of a cost will be based on the ratio that the ground
floor area of the Premises bears to the ground floor area of the building or the
buildings located in the Shopping Center which exist from time to time.

      1.3   The Declaration. As of the date this Lease is fully executed, the
            ---------------
            Shopping Center is subject to that certain Declaration of
            Establishment of Protective Covenants, Conditions and Restrictions
            and in the Alternate for Grants of Easements dated August 14, 1974
            and recorded January 26, 1976 as Instrument No. 534 in the official
            records of the County of Los Angeles, State of California, as such
            document was subsequently amended by that certain Amendment to
            Declaration and Establishment of Covenants, Conditions and
            Restrictions dated March 4, 1976. Tenant acknowledges that Landlord
            is currently negotiating with McDonald's a new Declaration and
            Establishment of Covenants, Conditions and Restrictions to replace
            the Declaration. Any such new Declaration shall be subject to
            Tenant's approval, which shall not unreasonably be withheld or
            delayed.

                  (a)   Landlord represents and warrants as of the date this
                        Lease is fully executed that (i) to Landlord's
                        knowledge, Landlord is not in breach or default of the
                        Declaration nor do there exist any events,
                        circumstances, acts or omissions which, whether with or
                        without the passage of time or the giving of notice or
                        both, would constitute a default or breach under the
                        Declaration by Landlord, and (ii) other than the
                        Declaration, the PNS Stores lease and the Pioneer
                        Chicken lease, there are no agreements affecting the
                        Common Area. Landlord further represents and warrants
                        that, as of the date this Lease is fully executed, the
                        terms of the PNS Stores lease and the Pioneer Chicken
                        lease do not conflict with the terms of this Lease, and
                        Landlord agrees not to modify or amend such leases so as
                        to conflict with this Lease. Landlord shall pay when due
                        all sums required of it under the Declaration and shall
                        perform all other obligations of Landlord under the
                        Declaration so as to avoid any default under, or
                        termination of, the Declaration. Landlord shall not
                        directly or indirectly allow the Declaration to expire
                        or consent to a voluntary termination of, or exercise
                        any option to cancel or terminate, the Declaration
                        except in connection with a new Declaration as described
                        in Paragraph 1.3 above. Landlord represents and warrants
                           -------------
                        that it has not as of the execution of this Lease, and
                        hereby agrees that Landlord shall


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<PAGE>
                        not, consent to or approve any amendment or modification
                        of the Declaration without the prior written consent of
                        Tenant. Without first obtaining written instructions
                        from Tenant, Landlord shall not consent or approve under
                        the Declaration any proposed conduct of any current or
                        potential occupant of the Shopping Center or any portion
                        thereof, or any other matter whatsoever. Landlord
                        represents and warrants that Landlord has disclosed in
                        writing to Tenant all consents or approvals given under
                        the Declaration to any current, past or potential
                        occupant of the Shopping Center or any portion thereof,
                        or any other matter whatsoever. Tenant shall be deemed
                        to have instructed Landlord to withhold such consent or
                        approval in the event Tenant does not provide Landlord
                        with instructions within fourteen (14) days after
                        receipt of Landlord's notice seeking Tenant's
                        instructions. Landlord agrees to immediately provide to
                        Tenant a copy of any notice served by or upon Landlord
                        under the Declaration.

      Notwithstanding the foregoing, if a third party unaffiliated with Landlord
has a commercially reasonable need to amend the Declaration, Landlord may amend
the Declaration, provided that: (i) Tenant's direct and indirect rights and
benefits relating. to the Common Area as set forth in Paragraph 5.2(b) shall
                                                      ---------------
not be affected thereby; (ii) Tenant shall continue to have a non-exclusive
easement over all portions of the Common Area as provided in Paragraph 5.2(a)
                                                             ---------------
(iii) the construction of any building within the Shopping Center shall comply
with  Paragraph  5.2(b)  of this Lease; (iv) the terms of Sections 4, 5 and 6 of
      ----------------
the Declaration (or substantially similar terms) shall be incorporated into any
new declaration of covenants, conditions and restrictions; (v) Tenant's rights
to continue to maintain or to install any signs as set forth in Section 11 shall
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not be affected thereby; (vi) there shall be no change in the maintenance
obligations of Landlord or Tenant as a result thereof; and (vii) there shall be
no change in any use restrictions set forth in this Lease. Landlord shall take
all reasonably necessary actions (including bringing suit and seeking injunctive
relief) to cause all third parties to comply with the Declaration.


                  (b)   In the event Landlord shall fail to (i) pay timely any
                        sum due under the Declaration, or (ii) perform any other
                        obligation of Landlord under the Declaration and
                        Landlord's failure to so perform constitutes a default
                        by Landlord under this Lease, then in either such event,
                        Landlord shall be in default of this Lease and Tenant
                        may, at its option, without waiving any claim for
                        damages or other remedy available to it, attempt to cure
                        such failure on account of Landlord, and Landlord agrees
                        to reimburse Tenant for any amount incurred by Tenant as
                        a result of Landlord's default or for any contractual
                        liability incurred on behalf of Landlord in accordance
                        with Paragraph 18 hereto.

                  (c)   In the event Landlord is in default under this Lease
                        with respect to a matter related to the operation or
                        maintenance of the Shopping Center pursuant to the
                        Declaration, Landlord shall be deemed to have assigned
                        to Tenant during any such period of default any and all
                        rights and benefits which Landlord has or may hereafter
                        acquire under the Declaration relating to the operation
                        or maintenance of the Shopping Center or any portion
                        thereof effective upon such default (without need for
                        any further action by Landlord or Tenant) including, but
                        not limited to, the right to deliver default notices on
                        behalf of Landlord, the right to cure any default by any
                        of the owners or occupants of the Shopping Center under
                        the Declaration, and the right to seek reimbursement
                        from such defaulting owners and/or occupants for all
                        costs and expenses incurred by Tenant in curing such
                        default.

      1.4   Acceptance of Premises by Tenant.
            ------------------------------------

  SUBJECT TO (I) LANDLORD'S OBLIGATIONS TO PERFORM LANDLORD'S WORK IN ACCORDANCE
    WITH PARAGRAPH 3.1, (II) LANDLORD'S OBLIGATION TO PERFORM ANY MAINTENANCE,
         -------------
   REPAIR OR RESTORATION WORK TO THE PREMISES AND THE COMMON AREA AS REQUIRED BY
    THIS LEASE, (III) LANDLORD'S OBLIGATION TO PERFORM ANY WORK WITH RESPECT TO
    COMPLIANCE WITH LAWS; (IV) LANDLORD'S OBLIGATIONS TO CONDUCT ANY HAZARDOUS
    MATERIALS ABATEMENT; (V) LANDLORD'S OBLIGATIONS TO CURE ANY DEFECTS IN THE
     PREMISES AND/OR THE COMMON AREA; AND (VI) LANDLORD'S REPRESENTATIONS AND
     WARRANTIES, TENANT SHALL ACCEPT POSSESSION OF THE PREMISES IN AN "AS IS"
  CONDITION WITH "ALL FAULTS" AS TO ALL MATTERS, INCLUDING THE FOLLOWING: TITLE;
       PHYSICAL CONDITION; SIZE OR DIMENSIONS; FEASIBILITY, DESIRABILITY OR
CONVERTIBILITY OF THE PREMISES INTO ANY PARTICULAR USE; THE ZONING, BUILDING AND
  LAND USE RESTRICTIONS APPLICABLE WITH RESPECT TO THE SAME, EXCEPT AS EXPRESSLY
                       CONTAINED OTHERWISE IN THIS LEASE.
     With  respect  to  the  matters  referred to in the preceding sentence, but
subject  to  the  exceptions  contained therein, Tenant waives the provisions of
Section  1542  of  the  California  Civil  Code,  which  provides:

            A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
            NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING
            THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
            SETTLEMENT WITH THE DEBTOR.

      2.    TERM.

      2.1   Lease Term. The primary term of this Lease shall commence upon
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            delivery to Tenant of the Premises with Landlord's Work
            substantially completed in accordance with Paragraph 3.1 (the
                                                       -------------
            "Commencement Date"), and shall continue through January 31, 2005
             -----------------
            (the "Primary Term") . All references in this Lease to the "Lease
             -----------------
            Term" shall mean the Primary Term and, upon the exercise of any
            option pursuant to Paragraph 2.2, the Primary Term as extended by
                               -------------
            any such option.


      2.2   Options to Extend Term. Provided that Tenant is not in default under
            ----------------------
            this Lease at the time any option provided for below is scheduled to
            commence, Tenant is hereby granted three (3) successive options to
            extend the Primary Term for additional


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<PAGE>
            consecutive periods of five (5) years each with the first such
            option following the expiration of the Primary Term and subsequent
            options following the expiration of the immediately preceding
            option, subject to all the provisions of this Lease. Tenant shall
            exercise each option, if at all, by giving written notice to
            Landlord of Tenant's election to exercise the option at least one
            hundred eighty (180) days prior to the commencement of the period of
            years to which such option applies.

      3.    IMPROVEMENTS TO THE PREMISES.

      3.1   Landlord's Improvements. Landlord shall substantially complete, at
            -----------------------
            Landlord's sole expense, the work described generally on Exhibit C
            attached hereto and made a part hereof ("Landlord's Work") on or
                                                     ---------------
            before September 30, 1995, as such date is extended one day for each
            day (or partial day) of delay caused by Tenant (or its agents,
            employees, representatives, contractors, licensees or invitees), or
            by a Force Majeure Event (as defined in Section 24) . "Substantial
                                                    ----------
            completion" shall mean Landlord's Work has been completed except for
            minor defects, adjustments and other deficiencies of a "punchlist"
            nature that would not interfere materially with Tenant's use and
            occupancy of the Premises. Landlord shall provide Tenant with at
            least thirty (30) days' prior written notice of the anticipated date
            of substantial completion and will keep Tenant advised with respect
            to any subsequent revisions thereto. Landlord's Work shall be
            performed in a good and workmanlike manner, in compliance with Legal
            Requirements (as defined in Paragraph 8.3), and in substantial
                                        -------------
            conformity with any plans and specifications prepared in connection
            therewith ("Landlord's Plans"). Prior to submitting Landlord's Plans
                        ----------------
            to any governmental authority for issuance of the permits but in no
            event later than forty-five (45) days after the date of this Lease,
            Landlord shall deliver Landlord's Plans to Tenant and Tenant shall
            approve Landlord's Plans in writing, which approval shall not be
            unreasonably withheld, delayed or conditioned. Provided Tenant does
            not materially interfere with the performance of Landlord's Work
            during Landlord's performance of Landlord's Work, Tenant shall have
            access to the Premises for the purposes contemplated by Paragraph
            14.1. Within thirty (30) days after the date Tenant receives
            Landlord's notice of substantial completion. ("Substantial
            Completion Notice"), Tenant shall inspect the Premises and submit to
            Landlord a written punch list of items to be completed or corrected.
            Landlord shall proceed promptly to complete and correct all items on
            such punch list within thirty (30) days of the date of receipt of
            Tenant's punch list in a manner that shall not materially interfere
            with Tenant's activities in or access to the Premises for the
            purposes contemplated in Paragraph 14.1 below. Failure to include an
                                     --------------
            item on the punch list shall not alter the responsibility of
            Landlord to complete said item if the work for said item was never
            commenced. Notwithstanding the foregoing, Tenant shall be deemed to
            have conclusively acknowledged satisfactory completion of Landlord's
            Work (except for latent defects, deficiencies not discoverable in
            the exercise of reasonable diligence and warranties made by
            Landlord), unless Tenant gives Landlord written notice otherwise
            within thirty (30) days after receipt of the Substantial Completion
            Notice, which notice from Tenant shall specifically identify
            Tenant's objections to Landlord's Work.

      3.2   Tenant's Improvements. Within ninety (90) days after execution of
            this Lease, Tenant shall submit for Landlord's approval (which shall
            not unreasonably be denied or delayed) preliminary plans ("Tenant's
                                                                       --------
            Preliminary Plans") showing Tenant's proposed improvements
            -----------------
            ("Tenant's Improvements") to the Premises. If Landlord does not
            respond in writing and in reasonable detail to Tenant's request for
            approval within fifteen (15) days after Landlord's receipt thereof,
            then Landlord's approval shall be deemed given. Landlord shall
            assist and cooperate with Tenant in Tenant's efforts to obtain
            approval of Tenant's Preliminary Plans (to the extent necessary) by
            all appropriate governmental agencies. Within ten (10) days after
            (i) Tenant's Preliminary Plans have been approved by the appropriate
            governmental agencies, and (ii) Tenant has accepted possession of
            the Premises from Landlord, Tenant shall commence construction of
            Tenant's Improvements, which construction shall be completed
            diligently and in substantial conformity with Tenant's Preliminary
            Plans and in compliance with Legal Requirements.

      Following completion of Tenant's Improvements, Tenant shall provide
Landlord with a revised draft of Tenant's Preliminary Plans if any changes
affecting structural or exterior elements of the Premises were made from the
draft of Tenant's Preliminary Plans originally approved by Landlord; provided,
however, no such structural or exterior changes shall be made without Landlord's
prior written approval (to the extent required hereby), which Landlord shall not
unreasonably withhold, delay or condition. All of Tenant's Improvements shall
become part of the Premises, and Tenant shall have no obligation to remove the
same upon the expiration or termination of this Lease.

      4.    RENT AND RENT COMMENCEMENT DATE.

      4.1   Rent Commencement Date. Tenant's obligation to pay Minimum Rent
            (defined in Paragraph 4.2), Taxes (defined in Paragraph 6.1), Common
            Area Expenses (defined in Paragraph 5.4(a)) and all other monetary
            obligations of Tenant under this Lease shall not commence until the
            date occurring four (4) months after the Commencement Date (the
            "Rent Commencement Date" or "RCD").

      4.2   Minimum Rent. Commencing on the RCD, Tenant shall pay to Landlord,
            ------------
            at such place or places as Landlord shall designate from time to
            time in writing, a fixed minimum monthly rent ("Minimum Rent"),
                                                            ------------
            payable in advance on the first day of each and every calendar month
            during the Lease Term, without prior notice, demand or right of
            setoff (except as expressly permitted hereunder), as follows:

                  (a)   for each month commencing on the RCD and continuing
                        through the end of the Primary Term, the sum of
                        Seventeen Thousand Six Hundred Twenty-Nine Dollars
                        ($17,629);


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                  (b)   for each month of the first five-year option period
                        immediately following the expiration of the Primary
                        Term, the sum of Nineteen Thousand Three Hundred
                        Ninety-Two Dollars ($19,392)

                  (c)   for each month of the second five-year option period
                        immediately following the expiration of the Primary
                        Term, the sum of Twenty-One Thousand Three Hundred
                        Thirty-One Dollars ($21,331); and

                  (d)   for each month of the third five-year option period
                        immediately following the expiration of the Primary
                        Term, the sum of Thirty-Three Thousand Four Hundred
                        Sixty-Four Dollars ($23,464).

      Notwithstanding the foregoing, upon execution of this Lease, Tenant shall
pay in advance to Landlord the sum of Fifty-Two Thousand Eight Hundred
Eighty-Seven Dollars ($52,887) equal to Minimum Rent due for the first three (3)
months after the Rent Commencement Date. If the RCD occurs on a day other than
the first day of a calendar month, then. Minimum Rent and all other monetary
obligations of Tenant under this Lease shall be prorated on a per diem basis for
the partial month extending from the RCD to the beginning of the next full
calendar month and shall be payable on the first day of such next calendar month
or when otherwise due and payable in accordance with the terms hereof.

      If Minimum Rent or any other sum payable by Tenant hereunder is not
received within five (5) days after Tenant's receipt of a notice from Landlord
stating that said sum is delinquent, and Landlord has properly sent a similar
delinquent notice at least two (2) other times in any Lease Year, then
commencing with the third such delinquent notice and continuing until the end of
the Lease Year in question, Landlord shall be entitled to a late charge of three
percent (3%) of the delinquent amount for each such delinquent payment in
question (where a delinquent, notice is received by Tenant).

      4.3   Lease Year Defined. As used in this Lease, the term "Lease Year"
                                                                 ----------
            shall mean:

                  (a)   With respect to the first Lease Year, that period of
                        time commencing on the RCD and ending on the next
                        succeeding January 31; and

                  (b)   With respect to each Lease Year other than the first
                        Lease Year, each twelve (12) month period ending on
                        January 31 during the Lease Term.

5.    COMMON AREA.

      5.1   Definition of Common Area. As used in this Lease, the term "Common
            -------------------------                                   ------
            Area" shall mean all of the area within the Shopping Center to be
            used in common by the occupants thereof, which Common Area shall
            include all area within the Shopping Center other than the building
            areas and loading areas designated on Exhibit B.
                                                   --------

      5.2   Tenant's Rights in the Common Area.
      -----------------------------------

                  (a)   Landlord hereby grants to Tenant, its successors and
                        assigns, for the use of Tenant, its customers,
                        employees, invitees, licensees, visitors and contractors
                        free of charge, a non-exclusive easement over all
                        portions of the Common Area and to and from streets and
                        highways adjoining the Shopping Center and access
                        easements appurtenant thereto for the purpose of
                        parking, delivery and transportation of merchandise, and
                        for pedestrian and vehicular ingress and egress. In
                        addition, Tenant shall have the right to the exclusive
                        use of those loading facilities and related areas
                        adjacent to the easterly boundary of the Building which
                        are depicted in Exhibit B attached as may be reasonably
                                        ---------
                        necessary for loading and unloading merchandise and for
                        the parking of its trucks and trailers for such
                        purposes. Tenant shall also have the right to (i)
                        install and maintain a courier box in front of the
                        Premises for Tenant's internal operations and one or
                        more public telephones, vending machines and mechanical
                        entertainment devices on the sidewalk in front of the
                        Premises; and (ii) conduct sales on the sidewalk or
                        walkway located immediately in front of the Premises;
                        (iii) the nonexclusive use of the corridor as shown on
                        Exhibit B and (iv) the nonexclusive access to the
                        ---------
                        electrical rooms and fire sprinkler riser rooms.

                  (b)   Landlord covenants and agrees to provide, maintain and
                        preserve during the Lease Term all of the Common Area
                        for the non-exclusive use and benefit of Tenant, its
                        successors and assigns, other occupants, tenants and
                        subtenants of the Shopping Center and their respective
                        customers, employees, invitees, licensees, visitors and
                        contractors.

      Except by written amendment to this Lease, which amendment shall
substitute a new Site Plan showing any such change to the Common Area, Landlord
shall not make and shall not allow anyone to make any change whatsoever to the
shape, size, location, layout, nature or extent of any portion of the Common
Area without the prior written consent of Tenant, which consent shall not be
unreasonably withheld, conditioned or delayed including, without limitation (1)
the construction of any building, sign, kiosk or other structure, whether
temporary or permanent (other than as set forth in the third grammatical
paragraph of this subparagraph 5.2(b)); (ii) the erection of any barrier or
fence or other alteration affecting parking or access in or to the Common Area;
or (iii) the expansion of the Pioneer Chicken building, as such building is
shown on the Site Plan.


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<PAGE>
      Notwithstanding the foregoing, Tenant consents to either (a) the
modification of the building located on the "Out Parcel" as so designated on the
Site Plan, or (b) the construction of a new building on the "Vermont Parcel" as
so designated on the Site Plan, provided that either such building (i) does not
exceed six thousand (6,000) square feet of ground floor area, (ii) does not
exceed twenty-five (25') feet in height from finished floor to the top of any
parapet, wall, tower structure or screening for said building, (iii) does not
extend beyond either "Future Building Area" as such areas are set, forth on the
Site Plan, (iv) there is only one (1) building located on either the Vermont
Parcel or the Out Parcel (but not both) at any time during the Lease Term and
(v) there is improved parking (including paving and striping) on the parcel
which does not have a building located thereon. In furtherance of the foregoing,
if Landlord decides to construct a building on the Vermont Parcel, Landlord
agrees to demolish and remove the building from the Out Parcel and then improve
the Out Parcel as additional parking area in which case said Out Parcel will
become Common Area. Any such construction work shall be performed in a diligent
manner which shall cause the least disruption to Tenant's business in the
Premises as is reasonably possible. Landlord shall use reasonable efforts to
prevent any construction work with respect to the construction of a building or
site improvements on the Vermont Parcel and if Landlord acquires the Out Parcel,
with respect to any exterior modification to the building located on the Out
Parcel or any site-work related thereto from occurring between November 15 of
one year and January 15 of the next year if any such construction work could
have a material and adverse effect on Tenant's business at the Premises.
Landlord agrees that any staging for said construction work will be located
entirely within the Vermont Parcel or Out Parcel (as the case may be) and in no
event shall interfere with ingress or egress to the Shopping Center.

      Tenant shall not withhold its consent to any change to the Common Area if,
and to the extent, that (i) such change is required by law in connection with
any repair or restoration of the Shopping Center following any casualty or
condemnation; (ii) such change does not impair pedestrian or vehicular ingress
or egress from the Shopping Center or the Premises, whether for customers, for
delivery of merchandise or otherwise; (iii) such change does not impair the
visibility of the Premises, including, without limitation, the store front of
the Premises, any of Tenant's signs attached to the Premises or on any sign
monument or sign pylon on which Tenant is represented in the Shopping Center;
(iv) such change does not impair the proximity, quantity, accessibility or
availability of parking for the Premises or (v) such change does not otherwise
adversely affect Tenant's business operation in the Premises and/or the Shopping
Center. Tenant acknowledges that other tenants with leased premises located in
the Shopping Center shall have the right to (i) install and maintain a courier
box or one or more public telephones, vending machines and mechanical
entertainment devices on the sidewalk in front of the premises; and (ii) conduct
sales on the sidewalk or walkway located immediately in front of such leased
premises.

     Whenever  Tenant's  consent  is required under this Paragraph 5.2, Tenant's
                                                         -------------
failure to respond within thirty (30) days after receipt of Landlord's written
request therefor, combined with Tenant's further failure to respond within ten
(10) days after Landlord's second request therefor is received by Tenant, shall
constitute Tenant's granting of consent provided such notices contain the
provisions contained herein concerning Tenant's waiver for failing to respond to
Landlord's written requests. The easements, covenants and restrictions herein
set forth shall run with the land and shall be a burden upon the Common Area for
the benefit of the Premises and binding upon Landlord and Landlord's heirs,
successors and assigns.

      5.3   Landlord's Common Area Responsibilities. Subject to Sections 12 and
            ---------------------------------------
            16, at all times during the Lease Term Landlord shall insure,
            maintain and repair the Common Area so that the Common Area is kept
            in good and clean condition throughout the Lease Term. Landlord's
            Common Area responsibilities shall include but not be limited to the
            following:

                  (a)   Maintaining the parking, driveway areas and sidewalks in
                        good condition and repair, and free of ice and snow;

                  (b)   Removing all debris and thoroughly sweeping the Common
                        Area to the extent reasonably necessary to maintain them
                        in a clean and orderly condition;

                  (c)   Maintaining all exits, monument signs, sign pylons,
                        directional signs, markers and lights (including lights
                        affixed to the Building) in good repair and condition;

                  (d)   Providing utilities for lighting and landscaping and
                        sign monuments and pylons;

                  (e)   Cleaning all lighting fixtures and common signs and
                        relamping as needed;

                  (f)   Repainting of striping markers and repairing parking
                        bumpers as necessary;

                  (g)   Maintaining all landscaped areas in good and healthy
                        condition and repairing automatic sprinkler systems and
                        water lines and making replacements of landscaping as
                        necessary;

                  (h)   Trimming or pruning landscaping where necessary to
                        preserve maximum visibility of Tenant's building and
                        pylon or monument signs;


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<PAGE>
                  (i)   Maintaining and repairing all storm drain lines, sewers,
                        utility lines and other services located in the Shopping
                        Center serving the Common Area necessary for the
                        operation of the Common Area;

                  (j)   Providing security for all of the Common Area for the
                        benefit of all occupants of the Shopping Center and
                        their customers and employees and personal property
                        (provided that the tenants/occupants of at least sixty
                        percent (60%) of the ground floor area of occupied
                        buildings in the Shopping Center agree to pay their
                        respective pro rata share of the reasonable cost of such
                        security); and

                  (k)   Maintaining (i) commercial general liability insurance
                        with respect to claims for bodily injury, death or
                        property damage occurring in or upon the Common Area
                        with a policy limit of Two Million Dollars ($2,000,000)
                        and (ii) "all risk" form insurance insuring all Common
                        Area improvements (with coverage or an endorsement for
                        earthquake and flood and compliance with legal
                        requirements) against physical loss or, damage in an
                        amount equal to the full Replacement Cost (as defined in
                        Paragraph 12.4) thereof;
                        --------------

                  (l)   Subject to Paragraphs 5.4(b) and 8.3, making the Common
                                   ----------------
                        Area comply with laws, rules and orders of federal,
                        state and municipal authorities;

                  (m)   Subject to Paragraph 5.4(b) (vii), capital expenditures
                                   ---------------------
                        (as determined under generally accepted accounting
                        principles) which are required to be expended by
                        Landlord in order to comply with Landlord's obligations
                        hereunder with respect to the Common Area, provided any
                        such capital expenditures are depreciated over the
                        useful life of such capital expenditures and Tenant is
                        billed only for the appropriate annual depreciation for
                        said capital expenditures; and

                  (n)   Subject to Paragraphs 5.4(b) and 10.6(4), the
                                   -----------------     ------
                        investigation and/or remediation of Hazardous Materials
                        in, on or about the Common Area (whether or not such
                        Hazardous, Materials exist in, on or about the Common
                        Area)

      Notwithstanding the foregoing, after five (5) full years of the Primary
Term have expired, Landlord shall have the right to maintain such higher limits
of commercial general liability insurance coverage referenced in subparagraph
(k) above as is reasonable in accordance with industry practices for comparable
shopping centers in the trade area where the Shopping Center is located provided
all tenants/occupants of the Shopping Center pay their pro rata share of any
increase in the cost of such insurance.

     A  certificate  or  certificates  of  insurance  evidencing  the  policies
described in paragraph 5.3(k) above shall be delivered to Tenant within ten (10)
             ---------------
days  after execution of this Lease and shall provide that such policies may not
be  cancelled or modified without at least thirty (30) days prior written notice
to Tenant.  The certificate or certificates shall also provide that Tenant shall
receive  notice  of  renewal  of  such insurance not later than thirty (30) days
prior  to  the  scheduled  expiration  date  of  each  such  policy.

      5.4   Common Area Expenses.
            --------------------

                  (a)   Definition. Subject to Paragraph 5.4(b) below, the term
                         ----------
                        "Common Area Expenses" means all direct costs .and
                         --------------------
                        expenses reasonably and actually incurred by Landlord as
                        the Operator (or otherwise) in performing Landlord's
                        obligations under Paragraph 5.3 hereof with respect to
                                          -------------
                        the Common Area including insurance premiums as
                        described in Paragraph 5.3(k) above to the extent
                                     ---------------
                        applicable to the Common Area. Common Area Expenses
                        shall also include an administrative fee to Landlord as
                        reimbursement for Landlord's overhead cost and
                        administrative services in an amount not to exceed ten
                        percent (10%) of. Common Area Expenses excluding (w)
                        property management services performed by independent
                        contractors of Landlord, (x) insurance premiums, (y)
                        utilities, and (z) any capital item or capital
                        replacement item of Common Area Expenses to the extent
                        it exceed Two Thousand Dollars ($2,000), provided said
                        $2000 sum shall be increased by the same percentage
                        increase as Minimum Rent, at the same time as each
                        Minimum Rent adjustment during the Lease Term. In no
                        event shall such administrative tee be applied to Taxes.

                  (b)   Exclusions. Notwithstanding Paragraph 5.4(a) above, in
                        ----------                  ---------------
                        no event shall any of the following be included in
                        Common Area Expenses: (i) expenses for accounting, legal
                        or other professional services; (ii) salaries, benefits
                        and other expenses or compensation of officers,
                        employees (except for on-site janitorial personnel) and
                        agents of Landlord, including without limitation, any
                        on-site or off-site management personnel; (iii) costs
                        related to repairs or other work occasioned by any cause
                        for which Landlord is obligated to maintain insurance
                        under this Lease or as to which Landlord receives
                        reimbursement from third parties; (iv) costs related to
                        repairs, maintenance or other work performed on any
                        building in the Shopping Center or costs related to any
                        repairs, maintenance or other work which primarily
                        benefits another occupant of the Shopping Center; (v)
                        costs for improvements to the Common Area in connection
                        with the redevelopment of the Out Parcel, the
                        performance of Landlord's Work, or costs related to
                        correcting defects in the construction of the Common
                        Area for any work to the Common Area performed after the
                        date of this Lease; (vi) expenses resulting directly or
                        indirectly from the negligence or willful misconduct of
                        Landlord or its agents or employees; (vii) premiums for
                        any insurance policies not required by this Lease to be
                        maintained by Landlord (including, without limitation,
                        any excess or umbrella policy and commercial general
                        liability insurance on any buildings in the Shopping
                        Center) subject to permitted increases in policy
                        coverage as set forth herein; (viii) depreciation on any
                        personal or real property; (ix) financing costs
                        associated with any personal or


                                      -55-
<PAGE>
                        real property including, without limitation, interest,
                        principal amortization, ground lease payments, points,
                        late payment fees, commissions and legal fees; (x)
                        expenses in the nature of interest, fines or penalties;
                        (xi) contributions to charitable and political groups;
                        (xii) fees, dues or expenses incurred for or relating to
                        any merchants association or for the purpose of
                        advertising, promoting or otherwise marketing the
                        Shopping Center; and (xiii) any gross receipts tax
                        levied on Landlord. Common Area Expenses shall be
                        reduced by the amount of any insurance proceeds or other
                        reimbursement, recoupment, payment, discount or
                        allowance or the like received or receivable by Landlord
                        that is properly allocable to Common Area Expenses and
                        the amount of any award for a temporary taking of any
                        part of the Common Area by any condemning authority.

                  (c)   Payment by Tenant. Within thirty (30) days after
                        -----------------
                        execution of this Lease and thereafter not less than
                        sixty (60) days prior to the commencement of each
                        calendar year during the Lease Term, Landlord shall
                        notify Tenant in writing of the amount of Common Area
                        Expenses and Tenant's pro rata share thereof which
                        Landlord reasonably estimates will be incurred during
                        the calendar year then commencing. Tenant's pro rata
                        share of Common Area Expenses shall be 44.221%
                        (21,240/48,032) of Common Area Expenses for the Shopping
                        Center. Commencing on the Rent Commencement Date, and on
                        the first day of each month thereafter, Tenant shall pay
                        to Landlord one-twelfth (1/12) of Tenant's pro rata
                        share of such estimated Common Area Expenses for the
                        then current calendar year.

     Within  sixty (60) days after the end of each calendar year, Landlord shall
furnish to Tenant an itemized statement of Common Area Expenses with respect to
such calendar year, certified as correct by Landlord or by a responsible
officer, employee or agent of Landlord in the event Landlord is a corporation.
Such Common Area Expenses statement shall show, in reasonable detail, the
individual items comprising Common Area Expenses, the aggregate amount of Common
Area Expenses for the calendar year, the computation of Tenant's pro rata share
thereof and the total estimated payments previously made by Tenant with respect
to such calendar year. At Tenant's request, Landlord shall provide Tenant with
copies of cancelled checks, invoices and other reasonable verification of the
expenses shown on the statement. If such statement indicates that Tenant's pro
rata share of Common Area Expenses for any calendar year exceeds the total
payments previously made by Tenant with respect to such calendar year, Tenant
shall pay Landlord the deficiency within forty-five (45) days after the receipt
of Landlord's statement. If Landlord's statement indicates that the total
payments made by Tenant for any calendar year exceed Tenant's pro rata share of
Common Area Expenses incurred with respect to such calendar year, then Landlord
shall pay the excess to Tenant concurrently with the delivery to Tenant of
Landlord's statement. In the event Landlord fails to. timely provide any such
annual statement, Tenant may defer remitting to Landlord Tenant's pro rata share
of estimated Common Area Expenses as required by the last sentence of the
preceding paragraph until such time as Tenant receives such statement.

                  (d)   Limitation of Tenant's Pro Rata Share of Certain
                        ------------------------------------------------
                        Expenses. Landlord has estimated that the aggregate of
                        --------
                        Tenant's pro rata share of Taxes, Common Area Expenses
                        and property insurance premiums pursuant to Paragraph
                                                                    ---------
                        7.1. below (exclusive, however, of any costs or expenses
                        ---
                        set forth in Paragraphs 5.3(1) or (n)) will initially be
                        $.10 per square foot per month. Notwithstanding anything
                        contained in this Lease to the contrary, in no event
                        shall Tenant's obligation to pay Tenant's pro rata share
                        of Common Area Expenses, property insurance premiums as
                        set forth in Section 7.1, and Taxes (a) equal more than
                                     -----------
                        Thirty-Five Thousand Six Hundred Eighty Three Dollars
                        and Twenty Cents ($35,683.20) during any calendar year
                        ($1.68/square foot/year) through December 31, 1996 (as
                        such amount shall be pro-rated for any partial year and
                        adjusted for any change in the square footage of the
                        Premises) and (b) increase in any calendar year
                        thereafter by more than five percent (5%) from the
                        actual amount expended by Tenant for Common Area
                        Expenses with respect to the preceding calendar year.

                  (e)   Landlord's Maintenance of Records. Landlord shall
                        ---------------------------------
                        maintain accurate records and books of account prepared
                        in accordance with generally accepted accounting
                        principles for the Common Area Expenses. Landlord shall
                        retain such books and records for a period of three (3)
                        years after the delivery to Tenant of the annual
                        statement with respect to which such books and records
                        relate. Tenant may, upon prior notice to Landlord at
                        reasonable business hours and without unreasonable
                        frequency, inspect and make copies of such books and
                        records and other supporting information at Tenant's
                        expense. In the event that a review of said books and
                        records conducted by Tenant discloses that the Common
                        Area Expenses for any calendar year have been overstated
                        by more than five percent (5%), then Landlord shall pay
                        to Tenant the reasonable cost of such review. If it is
                        determined by any review or otherwise that any annual
                        statement of Common Area Expenses delivered by Landlord
                        to Tenant was not correct, the statement shall be
                        adjusted and one party shall pay to the other upon
                        demand such sum as may be necessary so that the correct
                        amount of Common Area Expenses will have been paid by
                        Tenant to Landlord.

      5.5   Right of Substitution. If in Tenant's judgment the cost of any
            ---------------------
            maintenance or service item comprising Common Area Expenses is
            excessive, Tenant may obtain a bid for such item from any
            responsible person or company offering to perform or provide
            comparable or superior maintenance or services. If any such bid
            provides for a cost at least ten percent (10%) less than the cost
            then being paid by Landlord for such maintenance or service, then
            Landlord shall promptly, in Landlord's discretion, either (a)
            substitute the services of such bidder, or (b) cause Tenant's pro
            rata share to be based upon the lower bid, regardless of who
            actually provides the service.

      5.6   REAs.
            ----


                                      -56-
<PAGE>
     Without  Tenant's  prior  written  consent,  which  consent  shall  not  be
unreasonably withheld, conditioned or delayed, Landlord will not enter into or
amend any reciprocal easement agreements, development agreements, operating
agreements, maintenance agreements or any other instruments affecting the use,
occupancy, benefits or burdens pertaining to the Premises or the Shopping Center
or any portion thereof (collectively, the "REAs"); provided, however, that the
foregoing shall not be construed to apply to any lease, license or similar
agreement letting or permitting the occupancy or use of the leasable areas of
the Shopping Center provided the terms of any such leases, licenses or similar
occupancy agreements do not conflict with this Lease. Operating agreements or
maintenance agreements made by Landlord directly with an entity providing some
type of service for the Common Area on a regular and ongoing basis (e.g.
sweeping of the parking lot) shall not require Tenant's consent thereto.
Landlord hereby assigns to Tenant all rights and benefits which Landlord may
hereafter acquire under any REAs related to Landlord's maintenance of the Common
Area located on the Shopping Center in accordance with this Lease, including the
right to exercise any and all remedies which Landlord may be entitled to or may
hereafter acquire under the REAs; provided such assignment shall not be
effective unless Landlord is in default under this Lease because of Landlord's
failure to maintain said Common Area after Tenant has complied with Paragraph 18
                                                                    ------------
hereto.

      6.    REAL PROPERTY TAXES.

      6.1   Payment by Landlord. Landlord shall pay in full before delinquency
            -------------------
            all ad valorem real property taxes and assessments, general and
            special, which shall be assessed or imposed upon and which shall
            become due and payable during the Lease Term with respect to the
            Shopping Center or any part thereof or any improvements thereon and
            any other taxes, impositions or charges which may be imposed on or
            assessed against the Shopping Center or any part thereof where the
            same are in lieu of or in substitution for ad valorem real property
            taxes or are imposed to fund governmental facilities or services
            which historically had been funded in whole or in part from the
            collection of ad valorem real property taxes (collectively, "Taxes")
                                                                         -----
            provided, however, that Taxes shall not include (and Tenant shall
            not be obligated to pay) any assessments imposed in connection with
            the installation or construction of betterments to any part of the
            Shopping Center first made after the date of this Lease with respect
            to, the development of any other portion of the Shopping Center
            which is redeveloped by Landlord.

      6.2   Reimbursement by Tenant. Subject to Paragraphs 5.4(d), 6.3 and 6.6
            -----------------------             ----------------------     ---
            below, Tenant shall reimburse Landlord for Tenant's pro rata share
            of the amount of Taxes less any discount available for prompt
            payment of such Taxes regardless of whether such prompt payment is
            actually made. As of the date of this Lease, Tenant's pro rata share
            of Taxes shall be based on the ratio that the ground floor area of
            the Premises bears to the ground floor area of all buildings located
            in the Shopping Center which are assessed in common with the
            Premises. As of the date this Lease is fully executed, Landlord
            represents that Tenant's pro rata share of Taxes is 44.221%
            (21,240/48,032) Taxes shall be prorated between Landlord and Tenant
            as of the RCD or the date of termination, as the case may be.

      6.3   Time of Reimbursement. All reimbursements for Taxes to be made by
            ---------------------
            Tenant as provided in paragraph 6.2 above shall be made on or before
                                  -------------
            the later of (i) thirty (30) days after written request therefor is
            given to Tenant by Landlord, or (ii) ten (10) days prior to the date
            that the payment to the taxing authority becomes delinquent.
            Notwithstanding the foregoing, in no event shall Tenant be obligated
            to reimburse Landlord for the amount of any Taxes unless Landlord
            shall first have delivered to Tenant (x) a copy of the tax
            statement, (y) evidence reasonably satisfactory to Tenant that such
            Taxes have been paid by Landlord, and (z) a schedule setting forth
            the method of determining Tenant's pro rata share of Taxes including
            calculations of any tax allocation and documents supporting such
            calculations.

      6.4   Bonded Assessments. If any general or special assessment is levied
            ------------------
            and. assessed against the Premises which by law is payable at the
            option of the taxpayer in installments, Tenant may pay its share of
            such assessment in installments as the same become due together with
            any interest due thereon, notwithstanding the fact that Landlord may
            elect to pay such assessment in full.

      6.5   Right to Contest.
            ----------------

                  (a)   Tenant shall have the right at its expense to contest
                        the rate, legality or validity of any tax or assessment
                        provided herein to be paid by Tenant, but no such
                        contest shall be carried on or maintained by Tenant
                        after such taxes or assessments become delinquent unless
                        Tenant shall (i) pay its share of the amount involved
                        under protest, or (ii) procure and maintain a stay of
                        all proceedings to enforce collection, forfeiture and
                        sale and provide for payment thereof together with all
                        penalties, interest, costs and expenses by the deposit
                        of a sufficient sum of money or by a good and sufficient
                        undertaking or other means required or permitted by law
                        to accomplish such stay. At the request of Tenant,
                        Landlord will execute or join in the execution of any
                        instrument or documents reasonably required by Tenant in
                        connection with any such contest. Upon the final
                        determination of any such contest in which Tenant
                        prevails and upon receipt by Landlord of the refund of
                        Taxes, Landlord shall reimburse Tenant (i) Tenant's
                        actual out-of-pocket expenses and costs incurred in
                        connection with such contest upon demand by Tenant to
                        the extent such expenses and costs are less than the
                        amount of the refund, and (ii) Tenant's pro rata share
                        of the net refund, meaning the refund as reduced by the
                        payment to Tenant under the preceding clause (i) and
                        Landlord deducting from the refund any reasonable
                        out-of-pocket expenses incurred by Landlord in
                        cooperating in such tax contest.

                  (b)   Landlord may contest the rate, legality or validity of
                        any tax or assessment imposed upon the Shopping Center
                        or the Premises, but no such contest shall be carried on
                        or maintained by Landlord after such taxes or
                        assessments become delinquent unless Landlord shall (i)
                        pay the amount involved under protest, or (ii) procure
                        and maintain a stay of all proceedings to enforce
                        collection, forfeiture and sale and provide for payment


                                      -57-
<PAGE>
                        thereof together with all penalties, interest, costs and
                        expenses by the deposit of a sufficient sum of money or
                        by a good and sufficient undertaking or other means
                        required or permitted by law to accomplish such stay.
                        Upon the final determination of any such contest in
                        which Landlord prevails and upon receipt by Landlord of
                        the refund of Taxes, Landlord shall deduct from the
                        refund Landlord's reasonable out-of-pocket expenses
                        incurred in connection with such contest and return to
                        Tenant Tenant's pro rata share of the remaining portion
                        of such refund. Expenses incurred in connection with any
                        such contest of taxes by either party shall be supported
                        by documentation reasonably satisfactory to the other
                        party.

                  6.6   Limitation. Nothing in this Lease shall require Tenant
                        ----------
                        to pay any business tax, personal property tax, rent
                        tax, franchise tax, income tax, excess profits tax,
                        estate tax, inheritance tax, succession tax, capital
                        levy, transfer tax or any other tax assessed or levied
                        against the Landlord. except as provided in this Section
                                                                         -------
                        6 or elsewhere in this Lease.
                        -

     Notwithstanding  anything  contained  in this Lease to the contrary, Tenant
shall not be obligated to reimburse Landlord for the amount of any increase in
Taxes occurring after the date of this Lease which is caused by a reassessment
of the Shopping Center or the Premises resulting from the renovation or
remodeling or from the sale or other transfer of the Shopping Center or the
Premises or any part thereof, except that Tenant shall be obligated to pay
Tenant's pro rata share of any increase in Taxes resulting from (i) the first
(but not more than the first) bona fide sale of the Shopping Center or the
Premises which occurs during the Primary Term; (ii) the first (but not more than
the first) bona fide bale of the Shopping Center or the Premises which occurs
after the expiration of the Primary Term (if any options are exercised); and
(iii) any renovation or remodeling work which is part of Landlord's Work;
provided that, any increase in Tenant's pro rata share of Taxes shall be
calculated from the most recent reassessment of the Shopping Center or the
Premises regardless of the number of reassessments which have occurred after the
date of this Lease. As used herein, the phrase "bona fide sale" means an
                                                --------------
arms-length sale, exchange or other transfer to an unrelated party; a party is
not unrelated in situations including, without limitation, where that party is
(i) an entity controlled by, controlling or under common control with or
otherwise affiliated with Landlord; (ii) a general or limited partner of
Landlord or a director, officer or shareholder of Landlord; (iii) an entity
which is" controlled by or otherwise affiliated with a general or limited
partner of Landlord or any current or former officer, director or shareholder of
Landlord; or (iv) a family member of any person or entity comprising a general
or limited partner, officer, director. or shareholder of Landlord or a family
member of any person or entity which is controlled by or affiliated with
Landlord or a general or limited partner, officer, director or shareholder of
Landlord.

      7.    INSURANCE.

      7.1   Property Insurance. After the date of this Lease and at all times
            ------------------
            during the Lease Term, Landlord at its expense shall maintain an
            "all risk" (as such term is customarily used and accepted in the
            insurance industry) form policy of insurance covering the leasable
            buildings and all other improvements located in the Shopping Center
            against physical loss or damage (including earthquake and flood and
            compliance with legal requirements coverage or endorsements) in an
            amount not less than the full Replacement Cost thereof. A
            certificate of insurance evidencing the insurance, coverage required
            hereunder shall be delivered to Tenant within ten (10) days after
            execution of this Lease and shall provide that the policy may not be
            cancelled or modified without at least thirty (30) days prior
            written notice to Tenant. The certificate shall also provide that
            Tenant shall receive notice of renewal of such insurance policy
            annually not later than thirty (30) days prior to the policy's
            scheduled expiration date. In case of loss or damage, the proceeds
            of such insurance shall be applied on account of Landlord's
            obligations pursuant to Section 12 below to the extent the same are
                                    ----------
            made available to Landlord by the holder of any deed of trust or
            mortgage on the Shopping Center.

     Subject  to  Section  5.4(d), Tenant shall reimburse Landlord for a portion
                  ---------------
of the policy premium based upon a fraction, the numerator of which shall be the
ground floor area of the Premises and the denominator of which shall be the
ground f1oor area of the Building. Provided that Tenant is in possession of a
current certificate of insurance or renewal notice, as the case may be, Tenant
shall, commencing with the Rent Commencement Date, make such reimbursement
within thirty (30) days after Landlord delivers written notice to Tenant of the
amount due from Tenant hereunder accompanied by a copy of the insurance policy
premium invoice and a computation of Tenant's share thereof. Subject to Section
                                                                         -------
5.4(d),  Tenant  shall  reimburse Landlord for its pro rata share of the cost of
------
insurance related to earthquake coverage or for an earthquake endorsement
covering the Building for so long as Landlord so insures the Building under a
blanket policy with all other properties owned or managed by Landlord and the
cost to Tenant, on an annual basis, never exceeds one hundred sixty-one percent
(161%) of Tenant's pro rata share of the then current cost of the "all risk"
policy required above. Landlord represents that as of the date of this Lease,
the cost of such earthquake endorsement for the Building is Three Thousand Two
Hundred Nineteen Dollars ($3,219) a year. Subject to Section .5.4(d),
                                                     ----------------
notwithstanding  the  foregoing,  Tenant  shall  be responsible for contributing
towards  the  cost  of earthquake coverage (or an earthquake endorsement) to the
extent  such  cost  does  not exceed one hundred sixty-one percent (161%) of the
cost  of  the  "all  risk"  policy.

            If Tenant receives notice that the insurance for the Premises and/or
the Building which Landlord is required to obtain pursuant to this Paragraph 7.1
is to be cancelled or will expire, and if prior to twenty (20) days before the
effective date of cancellation or expiration Tenant has not received written
notice from the insurance carrier or agent that the policy will be extended or a
new policy substituted in its place, then Tenant shall have the right, upon five
(5) days' written notice, but shall have no obligation, to procure substitute
insurance. Landlord shall reimburse Tenant upon demand for that portion of the
insurance premium paid by Tenant applicable to that portion of the Building
other than the Premises which are insured by such policy.

      7.2   Liability Insurance. Concurrently with Tenant's entry into the
            -------------------
            Premises pursuant to Paragraph 14.1 and at all times during the
                                 --------------
            Lease Term, Tenant shall maintain at its expense commercial general
            liability insurance against claims for bodily injury, death or
            property damage occurring in or upon the Premises. The limitation of
            liability of such insurance shall be not less than One Million
            Dollars ($1,000,000) combined single limit in respect to any one
            occurrence for bodily injury and property damage. Such insurance
            policy shall be issued in the name of Tenant and shall name Landlord
            and, at Landlord's written request, any other person named by


                                      -58-
<PAGE>
            Landlord which holds an interest in the Premises, as an additional
            insured. A certificate of insurance evidencing the policy required
            hereunder shall be delivered to Landlord no later than thirty (30)
            days after Tenant takes possession of the Premises, and shall
            reflect that the policy may not be cancelled or modified without at
            least thirty (30) days prior written notice to Landlord. If Landlord
            receives notice that the insurance required to be obtained by Tenant
            pursuant to this Paragraph 7.2 is to be cancelled or will expire,
                             -------------
            and if prior to twenty (20) days before the effective date of
            cancellation or expiration Landlord has not received written notice
            from the insurance carrier or agent that the policy will be extended
            or a new policy substituted in its place, then Landlord shall have
            the right, upon five (5) days' notice, but shall have no obligation,
            to procure substitute insurance. Tenant shall reimburse Landlord
            upon demand for Tenant's pro rata share of the cost of substitute
            insurance. Subject to Paragraph 7.6, the limits of insurance shall
                                  -------------
            not limit Landlord's or Tenant's liability hereunder. The limits and
            coverage of the commercial general liability insurance shall be
            adjusted by agreement of Landlord and Tenant in accordance with
            industry standards for similar properties in the. same type of
            shopping centers in the trade area where the Shopping Center is
            located no more often than once every fifth (5th) year of the Lease
            Term, and any disagreement regarding the adjustment will be
            submitted to arbitration, as provided below.

      7.3   Tenant's Additional Insurance. At all times during which
            -----------------------------
            construction is being performed upon the Premises by Tenant,
            Tenant's contractor shall maintain (i) commercial general liability
            insurance in an amount not less than One Million Dollars
            ($1,000,000) per occurrence and Two Million Dollars ($2,000,000)
            aggregate for bodily injury and/or property damage arising out of
            said contractor's operations, (ii) workers compensation insurance at
            legally required limits, and (iii) comprehensive auto liability
            insurance in an amount not less than One Million Dollars
            ($1,000,000) combined single amount to cover damages or injuries
            arising from the ownership, maintenance or use of a motor vehicle.
            Notwithstanding the foregoing, nothing herein shall be interpreted
            so as to require duplication of any insurance coverage.

      7.4   Rating. All policies of insurance required under Paragraphs 5.3, 7.1
            and 7.2 shall be written by companies of generally accepted
            responsibility and credit, licensed to do business in the State in
            which the Premises are located. Such insurance companies shall at
            all times have a policyholder's rating of "B+" or better and
            financial rating of Class X or better as reflected in the most
            recent edition of "Best's Insurance Guide."

      7.5   Waiver of Subrogation. To the extent permitted by law, Landlord and
            ---------------------
            Tenant each hereby release each other and their respective officers,
            employees and agents from any claims for bodily injury to or death
            of any person and from property damage to the Premises, to the other
            buildings and improvements in the Shopping Center including the
            Common Area, and to the fixtures and personal property of either
            Landlord or Tenant located in the Shopping Center that are caused by
            or result from risks insured against under any insurance policy
            which is required by this Lease to be maintained by Landlord or
            Tenant. This release shall not be effective if the releasing party's
            loss was uninsured due to a breach by the other party of its
            obligation to maintain an insurance policy required by this Lease to
            be maintained by such other party. Each party shall cause each
            insurance policy obtained by such party pursuant to this Lease to
            provide that the insurance carrier waives all right of recovery by
            way. of subrogation against both parties and their respective
            officers, employees and agents in connection with any injury or
            damage covered by such policy.

      7.6   Blanket Policies. In lieu of providing individual policies of
            ----------------
            insurance, the insurance protection required under this Section 7
                                                                    ---------
            may be provided in the form of blanket policies of insurance
            covering the Premises and other properties. In such event, however,
            certificates of insurance evidencing the coverage required hereunder
            shall be provided as herein required and any such blanket policy
            shall provide that the amount of insurance required under this Lease
            shall not be prejudiced in any manner by other losses covered by the
            policy.

      7.7   Tenant's Indemnity. Except to the extent of any negligent or
            ------------------
            intentional acts of Landlord or its agents, employees or
            contractors, Tenant shall indemnify, defend and hold Landlord
            harmless from and against any and all loss, cost, claim, demand,
            action and cause of action of every kind and nature arising out of
            (i) the use or occupancy of the Premises, and (ii) any breach or
            default in the performance of Tenant's obligations hereunder.

      7.8   Landlord's Indemnity. Except to the extent of any negligent or
            --------------------
            intentional acts of Tenant or its agents, employees or contractors,
            Landlord shall indemnify, defend and hold Tenant harmless from and
            against any and all loss, cost, claim, demand, action and cause of
            action of every kind and nature arising out of (i) the ownership,
            management, maintenance and operation of the Shopping Center other
            than the Premises, and (ii) any default or breach in the performance
            of Landlord's obligations hereunder.

      8.    USE.

      8.1   Use of Premises. The Premises may be used for the operation of a
            ---------------
            retail store for the sale of general merchandise including, without
            limitation, bargain and close-out merchandise and alcoholic
            beverages (for off-premises consumption) and nonperishable food and
            all other merchandise sold by Tenant in its other retail stores as
            of the execution of this Lease, or for any other lawful retail use,
            provided that such other lawful retail use is not a Prohibited Use
            (as defined below) or is not prohibited by the Declaration.
            Notwithstanding the foregoing sentence, the use of the Premises
            shall not be restricted to a retail use after any time when another
            tenant of the Building operates a non-retail establishment in the
            Building for at least one hundred eighty (180) consecutive days.
            "Retail" shall be deemed to include restaurants, banks or savings
            -------
            and loan associations, but not other office or service uses.
            Landlord represents and warrants that, to the best of Landlord's
            knowledge, there is no covenant of exclusive use or other use
            restriction in effect as of the date of this Lease which restricts
            the use of the Premises for the sale of general merchandise


                                      -59-
<PAGE>
            including, without limitation, bargain and close-out merchandise and
            alcoholic beverages (for off-premises consumption and non-perishable
            packaged food and all other merchandise sold by Tenant in its other
            retail stores as of the execution of this Lease. Tenant shall not
            use the Premises or suffer or permit the Premises to be used for any
            of the following uses ("Prohibited Uses") (a) a supermarket, grocery
                                    ---------------
            store or food store that devotes more than fifty percent (50%) of
            its sales space to the following items (whether canned, fresh or
            frozen) meats, meat products, fish, poultry, fruits, vegetables or
            commercial bakery products; (b) any retail use which directly
            competes, at the time of a change of category of use by Tenant, if
            any, with the primary business or the primary items or services sold
            by a then-existing tenant of a part of the Shopping Center (provided
            that Tenant shall at all times be permitted to sell any such items
            or provide any such services as a non-primary part of its business
            operations) or (c) any use described in Paragraph 8.2. In the event
                                                    -------------
            that as a direct result of a change in the category of use of the
            Premises by Tenant, the cost of insurance premiums for any insurance
            coverage maintained by Landlord for the Premises and/or the Building
            is increased, Tenant shall pay the increase in such premiums upon
            receipt of written demand from Landlord (which demand shall include
            written documentation from said insurance carrier in question
            explaining the reason for the increased premium). Landlord
            represents and warrants that Tenant's proposed use of the Premises
            as of the date of this Lease does not warrant an increase in any
            insurance coverage premium.

            8.1.1 Nothing contained in this Lease shall be deemed or construed
                  to impose any affirmative obligation on Tenant to make any
                  particular use of the Premises, or any use thereof at all; and
                  nothing contained in this Lease shall be deemed or construed
                  to require Tenant to keep the Premises open for the conduct of
                  business during any particular hours, or any particular days,
                  or at all.

            8.1.2 Notwithstanding anything to the contrary in this Lease, Tenant
                  shall notify Landlord at least thirty (30) days prior to the
                  time, if any, that it intends to cease operating business in
                  the Premises if such cessation of business may eventually
                  result in Landlord having the right to terminate this Lease
                  due to the provisions set forth below ("Go Dark Notice") . Not
                                                          --------------
                  less than thirty (30) days from the date of the Go Dark
                  Notice, Tenant may cease operating a business ("Go Dark",
                                                                  -------
                  "Going Dark" or "Gone Dark") in the Premises. If Tenant fails
                   ----------      ---------
                  to continuously operate from the Premises for a continuous
                  period of three hundred sixty-five (365) or more days
                  (regardless of whether Tenant has delivered the Go Dark Notice
                  or not), Landlord may terminate this Lease upon written notice
                  to Tenant. For purposes of this Paragraph, "Tenant" shall
                  include any subtenants and assignees approved by Landlord in
                  accordance with this Lease. Landlord's right to terminate this
                  Lease based on Tenant having Gone Dark must be exercised if at
                  all, between the three hundred sixty-fifth (365th) day and the
                  four hundred fifty-fifth (455th) day after Tenant first failed
                  to operate from the Premises after Going Dark. Subject to the
                  provisions contained below, the Lease shall then terminate as
                  of the date set forth in said termination notice, (the
                  "Termination Date") as if said Termination Date were the date
                   ----------------
                  specified in this Lease for the expiration of this Lease. Such
                  Termination Date shall be not less than sixty (60) days and
                  not more than ninety (90) days from delivery of said notice.
                  All obligations of Landlord and Tenant under this Lease
                  (excluding those that expressly survive expiration hereof),
                  and all rights of any assignees, sublessees, concessionaires
                  and licensees of Tenant, shall expire on the Termination Date
                  and be of no further force and effect. Notwithstanding
                  anything to the contrary contained in this Lease, Tenant shall
                  not be considered to have "Gone Dark" and Landlord's right to
                  terminate the Lease pursuant to this Paragraph 8.1.2 shall not
                                                       ---------------
                  apply to any period of time when (i) Tenant is diligently
                  causing the Premises to be remodeled or (ii) Tenant is unable
                  to or is not obligated to occupy the Premises because of
                  damage to the Premises or a taking as set forth in Paragraphs
                                                                     ----------
                  12 and 16, respectively. Moreover, any termination notice
                  ---------
                  received by Tenant shall be rendered null and void if (a)
                  Tenant commences business operations from the Premises in at
                  least seventy-five percent (75%) of the ground floor area
                  thereof at any time between the date Tenant receives a
                  termination notice and the Termination Date, or (b) Tenant
                  obtains a fully executed letter of intent (or similar
                  instrument) between Tenant and a bona fide assignee or
                  sublessee prior to the time Tenant receives termination notice
                  from Landlord, the Lease is assigned or at least seventy-five
                  percent (75%) of the ground floor area of the Premises is
                  subleased between the date the termination notice is received
                  by Tenant and the Termination Date and the respective assignee
                  or sublessee is obligated to commence and does commence
                  business operations within the Premises in at least
                  seventy-five percent (75%) of the ground floor area thereof
                  prior to the one hundred eightieth (180th) day after the
                  Termination Date. Tenant shall provide Landlord notice of its
                  possession of any such letter of intent, and the assignment of
                  the Lease or sublease of the Premises.

      8.2   Restrictions on Landlord's Use. Landlord and Tenant (with respect to
            ------------------------------
            the Premises only) covenant that no part of Shopping Center shall be
            used for any of the following purposes: (i) tanning, health,
            exercise club or spa, racquet club, gymnasium, bowling alley,
            skating rink or other sports or recreational facility; (ii) school,
            library or reading room, or house of worship; (iii) movie theater,
            auditorium or meeting hail; (iv) massage parlor, adult bookstore, a
            so-called "head-shop", tattoo parlor, or off-track betting
            establishment; (v) car wash, automobile repair work, or automotive
            service, automobile body shop, or automobile, boat, trailer or truck
            leasing or sales; (vi) amusement park, carnival, banquet facility,
            dance hail or other entertainment facility, video game room, pool
            hail, arcade or other amusement center; (vii) cocktail lounge,
            tavern, bar, disco, nightclub,, hotel or motor inn, (viii) any
            manufacturing, industrial, warehouse or office use (except
            incidental to a retail operation); (ix) funeral parlor, laundromat,
            animal breeding or storage, pawn shop, flea market, swap meet, or
            junk yard; (x) uses which would require Landlord or any prospective
            occupant of the Shopping Center to obtain a variance or similar
            authorization from applicable, governmental authorities due to the
            failure to comply with applicable parking requirements; (xi)
            drilling for and/or removal of subsurface substances, dumping,
            disposal, incineration or reduction of garbage or refuse; or (xii)
            any use which is unlawful,, immoral or which constitutes a public or
            private nuisance or produces objectionable noise, light or
            vibration. Notwithstanding the foregoing, an "entertainment
            facility" shall not include an indoor children's playground facility
            (such as Leaps and Bounds, Tutor Time or Discovery Zone). Such
            covenants shall run with the land comprising the Shopping Center. In
            the event of a breach of such covenants, Tenant shall be entitled to


                                      -60-
<PAGE>
            injunctive relief and any other available remedy. Nothing in this
            Paragraph shall prohibit Tenant from operating in accordance with
            Paragraph 8.1.
            --------------

      8.3   Compliance with Laws. Any applicable law, rule or order (whether
            ----------------------
            present or future) of a federal, state or municipal authority
            related to the use and occupancy of the Premises as a commercial
            establishment shall hereafter be referred to individually as a
            "Legal Requirement" and collectively as "Legal Requirements". Tenant
             -----------------                       ------------------
            agrees promptly, at Tenant's expense, to comply with all Legal
            Requirements with respect to the Premises (including any structural
            alteration or improvements) which are required due to the following
            ("Tenant's Compliance Requirements") (a) Tenant's particular and
              --------------------------------
            specific use of the Premises; (b) Tenant's personal property (such
            as Tenant's fixtures, furniture and equipment); or (c) Tenant's
            voluntary and intentional actions (as opposed to an action taken to
            comply with a governmental mandate which is triggered for a reason
            other than Tenant's voluntary and intentional actions).

      Landlord agrees to comply with all Legal Requirements applicable to (i)
those improvements which constitute the Premises except for Tenant's Compliance
Requirements and (ii) the Common Area. Notwithstanding the foregoing, with
respect to Landlord's obligations to comply with a Legal Requirement with
respect to the Premises, Tenant agrees to contribute the lesser of (a) the cost
of complying with said Legal Requirement or (b) the first One Thousand Dollars
($1,000) towards the cost thereof for each "compliance event" or if the Legal
Requirement at issue applies to the Common Area, (a) the lesser of Tenant's pro
rata share of the cost of such "compliance event" for the Common Area or (b) the
first One Thousand Dollars ($1,000) towards the cost thereof for each
"compliance event". Any issue concerning a Legal Requirement with respect to
Hazardous Materials shall not be addressed by this paragraph, it being
acknowledged that Paragraph 10.6 shall control any such issue. It is Landlord's
                  --------------
and Tenant's intention that with respect to those situations where Tenant is
obligated to reimburse Landlord for some portion of the cost of complying with a
Legal Requirement, all costs related to a new Legal Requirement, a modification
to an existing Legal Requirement or a new interpretation of a Legal Requirement
shall be considered one "compliance event". For instance, if Landlord must make
a number of changes to the Common Area after the RCD to comply with a particular
law such as the Americans with Disabilities Act ("ADA"), all such modifications
to the Common Area made in response thereto (such as the construction of an
access ramp or the designation of "handicapped" parking spaces) shall be deemed
the same compliance event for purposes of calculating Tenant's contribution. If
Landlord's share (i.e. any amount Landlord is not reimbursed for by any other
party) of the cost of complying with a Legal Requirement for which Landlord is
responsible, is less than or equal to One Hundred Thousand Dollars ($100,000) in
the aggregate during each five year period of the Lease Term (which periods
shall correspond with the time periods when Minimum Rent is adjusted)
("Landlord's Threshold Cost"), then Landlord shall take all necessary actions to
comply with such Legal Requirement. In such case, Tenant shall reimburse
Landlord as set forth above and Landlord shall be responsible for. the balance
of such compliance cost.


      If the cost to Landlord to satisfy .a Legal Requirement exceeds Landlord's
Threshold Cost, then Landlord shall have the right to terminate this Lease upon
not less than thirty (30) days' written notice to Tenant or pay any cost in
excess of Landlord's Threshold Cost. Landlord shall notify Tenant in writing of
Landlord's election to terminate or to contribute such excess sum within thirty
(30) days of Landlord's discovery of its requirement to comply with the Legal
Requirement at issue. Any termination notice served by Landlord in accordance
with this paragraph shall be accompanied by a statement showing the estimated
cost of complying with said Legal Requirement (which cost shall be competitively
bid) and a summary of all compliance costs paid solely by Landlord within the
applicable five (5) year period of the Lease Term. If the Lease terminates
pursuant to this Paragraph 8.3, all obligations of Landlord and Tenant under
                 --------------
this Lease shall terminate (except those which expressly survive expiration
hereof) on the date set forth in Landlord's termination notice.

      If Landlord elects to terminate this Lease, Tenant shall have the right,
exercisable by written notice delivered to Landlord within thirty (30) days
after receipt by Tenant of Landlord's termination notice, to agree to bear
Tenant's pro rata share of the cost of complying with the Legal Requirement at
issue in excess of Landlord's Threshold Cost if such expense is related to the
Common Area or the entire amount of such cost in excess of Landlord's Threshold
Cost if said expense is related to the Premises. In either of such events, this
Lease shall continue, Landlord's termination notice shall be rendered null and
void, and Landlord shall take all actions necessary to comply with the Legal
Requirement.

      Both parties shall have the right at their respective expense to contest
or review by legal proceedings the validity or legality of any Legal Requirement
with which it is required to comply hereunder, and during such contest, either
party may refrain from complying therewith except to the extent required by
judicial order (including an injunction) . The party contesting such Legal
Requirement shall indemnify and hold the other party harmless from any loss or
damage suffered by the other party as a result of any such contest or delay in
compliance.

      9.    UTILITIES.

            Tenant shall pay or cause to be paid all charges for gas, water,
electricity, light, heat or power, telephone or other communication services
used or supplied upon or in connection with the Premises from and after the date
on which Tenant accepts possession of the Premises and throughout the Lease
Term. Tenant shall not be responsible to pay for any cost with respect to the
installation, maintenance or repair of that portion of any utility line and
installation which is located outside of the Premises (whether used exclusively
by Tenant or in common with another entity), all of which shall be the
responsibility of Landlord. Subject to Paragraph 10.2, Tenant agrees to pay for
                                       --------------
the maintenance or repair of any utility line or installation located within the
Premises which exclusively serves the Premises (including the electrical panel
once installed) which is not otherwise the obligation of Landlord. In
furtherance of the foregoing and as part of Landlord's Work, Landlord shall
provide Tenant with separately metered utilities prior to the commencement of
this Lease. Landlord shall not be liable to Tenant for the failure or
interruption of any utility service to be furnished to the Premises (once
Landlord has fulfilled its obligation with respect to Landlord's Work), except
to the extent of any negligent or intentional act of Landlord or Landlord's
agents, employees or contractors and no such utility interruption shall
constitute a constructive eviction of Tenant unless Landlord fails to comply
with Paragraph 18 hereto with respect to any maintenance obligation Landlord has
     ------------
concerning  utilities.


                                      -61-
<PAGE>
      10.   MAINTENANCE, REPAIRS AND ALTERATIONS.

      10.1  Obligations of Tenant. Subject to Landlord's obligations under
            -----------------------
            Paragraphs 3.1, 8.3, 10.2 and 10.3 and provided that the following
            -------------------------     ----
            items are not damaged as a result of structural failure, Tenant at
            its expense shall maintain the interior of the Premises and all
            fixtures, mechanical systems, equipment and improvements located in
            and exclusively serving the Premises, and all of Tenant's signs,
            exterior doors, store front, plate glass and glazing material, in
            good order, condition and repair throughout the Lease Term, ordinary
            wear and tear and damage from casualty governed by the provisions of
            Section 12 hereof excepted.
            ----------

      10.2  Warranty of Landlord. Landlord warrants that the storefront, canopy,
            --------------------
            roof, doors (including without limitation the side loading door),
            windows, floor, lighting, electrical, plumbing, heating, ventilating
            and air conditioning ("HVAC") system located in the Premises at the
            time possession of the Premises is accepted by Tenant shall be in
            good condition and working order. Landlord at Landlord's sole cost
            and expense, shall effect all repairs and make any necessary
            replacements to any such building systems which are required within
            one (1) year following the Commencement Date; provided, however,
            that except to the extent provided in Paragraph 7.6, Landlord shall
                                                  -------------
            not be required to make repairs to or replacements of such systems
            where the same are damaged due to the negligent or intentional acts
            of Tenant, its employees or contractor. In addition, and without
            reducing Landlord's obligations under the preceding sentence,
            Landlord hereby assigns to Tenant all assignable warranties of
            materialmen, subcontractors and equipment manufacturers in effect,
            if any, applicable to work performed upon or materials and equipment
            incorporated in or installed upon the Premises; provided, however,
            that the foregoing assignment shall be effective only to the extent
            that Landlord does not avail itself of said warranties in fulfilling
            Landlord's obligations hereunder or under the lease of the other
            tenant of the Building.

      10.3  Obligations of Landlord. In addition to Landlord's obligations under
            -------------------------
            paragraphs 5.3, 8.3 and 10.2 above, but subject to Sections 12 and
            -------------------     ----                       -----------
            16 below, Landlord shall, at its sole expense:
            --

                  (a)   Perform all maintenance and make all repairs,
                        replacements and alterations necessary or appropriate to
                        keep the structure of the store building located on the
                        Premises watertight (to the extent feasible) and in good
                        order, condition and repair, including, without
                        limitation, each of the following:

                        (1)   The exterior walls, interior load bearing walls,
                              and interior roof structural columns;

                        (2)   The roof, including the roof membrane, structure
                              and supports, such that watertight conditions
                              shall be maintained (to the extent feasible)
                              during the Lease Term;

                        (3)   The foundations, floor slab and structural
                              supports;

                        (4)   The gutters, downspouts and roof drain system;

                        (5)   All wiring, plumbing, pipes, conduits and other
                              water, sewage, utility and sprinkler fixtures and
                              equipment (including, without limitation, all
                              connections with and components of any private
                              sewage system serving the Premises) which are
                              located within the slab of the store building
                              portion of the Premises, beneath the Premises or
                              between said store building and the main public
                              utility lines.

                        (6)   The fire sprinkler system servicing the Premises,
                              including the periodic testing, monitoring and
                              certification thereof; and

                        (7)   All areas of the Building (including the exterior
                              canopies), and all portions thereof, which are not
                              leased by others, including the loading corridor
                              and area at the rear of the Building, emergency
                              exit corridors, and the areas relating to access
                              to the electrical panels and fire sprinkler
                              risers.

      It is the intention of Landlord and Tenant that although Landlord is not
warranting that the Premises will be watertight at all times during the Lease
Term, Landlord does covenant to maintain the Premises in as close to a water
tight condition as is commercially reasonable.

                  (b)   Notwithstanding anything contained in this Lease to the
                        contrary but subject to the limitations on Tenant's pro
                        rata share of expenses under Paragraph 5.4(d) and only
                                                     ---------------
                        after the warranty in Paragraph 10.2 expires, Tenant
                                              --------------
                        shall reimburse Landlord up to One Thousand Dollars
                        ($1,000) per calendar year for the cost of repair and
                        maintenance work related to the non-structural elements
                        of the roof to the Premises (but not any replacement
                        thereto) . Tenant shall reimburse Landlord for such
                        costs and expenses within fifteen (15,) days of
                        Landlord's written demand therefor, which demand shall
                        contain copies of all paid receipts or invoices for the
                        work performed. In no event shall Tenant be responsible
                        for any cost related to replacing the roof in whole or
                        in part or for any maintenance or repair costs related
                        to the structural elements of the roof. For purposes of


                                      -62-
<PAGE>
                        the foregoing sentence, "structural elements of the
                        roof" shall be deemed to include all components of the
                        roof located underneath the plywood sheets (such as the
                        purlins or columns)

                  (c)   Subject to Sections 12 and 16, Landlord shall also
                                   -----------     --
                        perform all maintenance and make all repairs and
                        replacements which result from any structural failure of
                        the Premises or which become necessary or appropriate at
                        any time because of any act, negligence or default under
                        this Lease of Landlord, its agents, employees, licensees
                        or contractors.

                  (d)   Except as otherwise provided in paragraph 7.5, if any
                                                        -------------
                        repairs or replacement for which Landlord, is obligated
                        are necessitated by the negligent or intentional acts of
                        Tenant or its agents or contractor, Tenant shall
                        reimburse Landlord on demand for the reasonable cost of
                        effecting such repairs or replacements to the extent so
                        caused by Tenant's negligence or intentional acts.

      10.4  Installations. Tenant at its expense may install in the Premises
            -------------
            such fixtures and equipment as Tenant may desire, and Tenant may
            from time to time remove, replace, alter or add to such fixtures and
            equipment. Tenant shall repair any damage to the Premises or
            Building caused by or attributable to the installation, use,
            maintenance, repair and/or removal of any such fixtures or
            equipment. All fixtures which are not permanently attached to the
            Premises and equipment installed by Tenant shall remain the property
            of Tenant and may be removed by Tenant at any time during or at the
            expiration of the Lease Term, and if requested by Landlord, shall be
            removed at the expiration of the Lease Term or upon earlier
            termination of this, Lease.

      10.5  Alterations. Tenant at its expense may alter or remodel the Premises
            -----------
            at any time or times during the Lease Term. However, no changes
            shall be made which affect the structural or exterior elements of
            the Premises or any other portion of the Premises Landlord is
            required to maintain or repair without the prior written approval of
            Landlord, which approval shall not be unreasonably withheld, delayed
            or conditioned. All such alterations or remodeling shall be
            performed in accordance with Legal Requirements and subject to the
            following sentence, shall become the property of Landlord upon
            termination of this LeaseWith respect to any alterations which
            exceed Fifty Thousand Dollars ($50,000) to install (at the time of
            said installation) and for which Tenant has not obtained Landlord's
            prior consent (whether required or not), Tenant shall remove such
            alterations upon expiration (or earlier termination) of the Lease
            Term (or earlier termination of the Lease) and restore the Premises
            to substantially the same condition as existed prior to the making
            of said installation in question, unless Landlord notifies Tenant
            within thirty (30) days prior to the expiration of the Lease Term
            that Landlord agrees to accept such alterations or portions thereof.
            Landlord agrees to respond in writing to any written inquiry of
            Tenant concerning the initial making of said alterations (prior to
            installation) or the removal thereof (at the end of the Lease Term)
            within ten (10) days after receipt of said inquiry. Tenant shall
            give Landlord at least fifteen (15) days' prior written notice
            before undertaking any work in the Premises, so Landlord may post
            appropriate notices of non-responsibility.

      10.6  Hazardous Materials.
            --------------------

            10.6.1 Definitions. As used in this Lease, the term "Hazardous
                   -----------                                   ---------
                  Materials" shall mean any substance, material, chemical, gas,
                  ---------
                  waste or other matter (including but not limited to asbestos)
                  , the existence, release, movement, migration, use, handling,
                  storage, treatment, transportation or disposal of which is or
                  may be harmful to the environment, public health or safety or
                  the source of liability based upon the contamination of
                  property or the environment or the existence of which requires
                  remediation thereof. The term "Environmental Law" shall mean
                                                 -----------------
                  any law, code, regulation, ruling, ordinance or order of any
                  federal, state or local governmental authority which
                  regulates, prohibits or imposes liability for the
                  contamination, of property, soil, water or air by Hazardous
                  Materials, the release, movement, migration, use, handling,
                  storage, treatment, transportation or disposal of Hazardous
                  Materials; the remediation of Hazardous Materials; or the
                  repair and/or replacement of any part of the Premises
                  necessary to make the Premises comply with applicable
                  standards concerning the environment and/or public health and
                  safety.

            10.6.2 Representations and Warranties. Landlord represents and
                   ------------------------------
                  warrants that, to the best of Landlord's knowledge, as of the
                  date hereof (i) the Shopping Center and the soil and ground
                  water on and under the Shopping Center are free of Hazardous
                  Materials other than as disclosed in the Phase I Environmental
                  Site Assessment prepared by Dames & Moore on October 15, 1993
                  as Job No. 25700-002-128 (the "Environmental Audit") delivered
                                                 -------------------
                  to Tenant prior to the execution of this Lease; (ii) the
                  Shopping Center is in compliance with all Environmental Law
                  regulating the handling, transportation, storage, treatment,
                  use and disposition of Hazardous Materials; (iii) there are no
                  underground storage tanks at the Shopping Center; (iv) there
                  are no Hazardous Materials used, handled or stored at the
                  Shopping Center except in compliance with Environmental Law;
                  (v) there are no governmental investigations regarding
                  possible Hazardous Materials at the Shopping Center; and (vi)
                  Landlord has received no notices of an anticipated
                  investigation regarding possible Hazardous Materials at the
                  Shopping Center.

            10.6.3 Removal of Hazardous Materials from the Premises. Landlord
                    -----------------------------------------------
                  shall be responsible for complying with all Environmental Law
                  affecting or relating to the Premises arising out of
                  conditions existing as of the date Tenant accepts delivery of
                  possession of the Premises or which occur at any time
                  thereafter (including any time following the expiration of the
                  Lease Term), other than as a result of the actions of Tenant
                  or that of its employees, agents or contractors.


                                      -63-
<PAGE>
      In furtherance of the foregoing, and without limiting the scope thereof,
if it is determined at any time in connection with Tenant's initial construction
work or subsequent maintenance of the Premises by Landlord or Tenant or
otherwise that the Premises (or other portions of the Shopping Center affecting
the Premises) contain Hazardous Materials (whether or not such Hazardous
Materials were: 1) known to exist, 2) known to exist, but not then known to be
Hazardous Materials, or 3) then existing and not a Hazardous Material, but
subsequently changed to become a Hazardous Material) at the time possession of
the Premises was accepted by Tenant, and if the continued presence of such
Hazardous Materials will interfere with Tenant's use of the Premises, then
Landlord shall cause the same to be removed, contained or neutralized in
accordance with Environmental Law (the foregoing being hereafter referred to as
"abated" or "abatement") by a licensed, certified and qualified abatement
 ------      ---------
contractor  reasonably  acceptable to Tenant.  Notwithstanding the foregoing, if
at  any  time  the  asbestos contained in the roof.  cement (as disclosed by the
Environmental  Audit)  must  be  abated for any reason, Landlord shall abate the
same  at  Landlord's  sole  cost.

            Landlord shall bear the entire cost of abating Hazardous Materials
within or affecting the Premises unless the only reason Landlord is required to
abate the Hazardous Materials is because of Tenant's voluntarily remodeling of
the Premises, in which case Tenant shall pay the reasonable cost of the
Hazardous Materials abatement (which Landlord shall perform) to the extent such
abatement is necessitated by Tenant's remodeling.

            If the total cost to Landlord to abate any Hazardous Materials in
compliance with Environmental Law (less any contribution from other parties) is
less than One Hundred Thousand Dollars ($100,000) in a given five (5) year
period (which periods shall correspond with the time periods when Minimum Rent
is adjusted) ("Landlord's Abatement Threshold for the Premises"), Landlord shall
abate such Hazardous Materials. In such case, Tenant shall reimburse Landlord
(a) the lesser of the cost of such "abatement procedure" or (b) the first One
                                    -------------------
Thousand Dollars ($1,000) of any such "abatement procedure" cost. Landlord shall
be responsible for the balance of such cost, if any. It is the intention of
Landlord and Tenant that all costs related to removing a particular Hazardous
Material from the Premises at the time such abatement procedure is undertaken
shall be interpreted to be the same "abatement procedure" for purposes of
calculating Tenant's contribution. For example, the removal of all asbestos
containing materials from the Premises would be, considered the same abatement
procedure; while the removal of a different Hazardous Material from a piece of
equipment would not be considered the same abatement procedure.

     If  the total Hazardous Materials abatement cost for Landlord (with respect
to  the  Premises) as described above exceeds Landlord's Abatement Threshold for
the  Premises,  then  Landlord shall have the right either (a) to terminate this
Lease  as  of  the date specified in Landlord's notice which shall be no earlier
than  the  latest  reasonably necessary date for termination (provided, however,
that  Tenant  shall  have  the right to elect in writing within five (5) days of
Landlord's  notice  to have the Lease terminated earlier than the date specified
in  Landlord's  notice  so  long as the date of such termination is no less than
thirty  (30)  days  from  the  date  of  Landlord's  notice),  or (b) to pay the
reasonable  cost  in  excess of Landlord's Abatement Threshold for the Premises.
Landlord  shall notify Tenant in writing, of Landlord's election to so terminate
or  to contribute the excess cost within thirty (30) days after the later of (x)
discovery  of  Hazardous  Materials  in  the  Premises,  or (y) when Landlord is
required  by  Environmental Law to commence abatement.  Any such notice shall be
accompanied by a statement showing the estimated cost of remediation (which cost
shall be competitively bid) and a summary of all abatement costs with respect to
the Premises paid solely by Landlord in the applicable five (5) year period.  If
Landlord  elects  to  terminate  this  Lease,  Tenant  shall  have  the  right,
exercisable  by  written  notice  delivered  to Landlord within thirty (30) days
after  receipt  by Tenant of Landlord's termination notice, to agree to bear the
Hazardous  Materials  abatement  cost with respect to the Premises which exceeds
Landlord's  Abatement Threshold for the Premises in which event this Lease shall
continue,  Landlord's  termination  notice  shall be rendered null and void, and
Landlord shall promptly proceed to remediate such Hazardous Materials within the
Premises.

            10.6.4 Removal of Hazardous Materials from Common Area. Landlord
                   -----------------------------------------------
                  shall be responsible for complying with all Environmental Law
                  affecting or relating to the Common Area arising out of
                  conditions existing as of the date Tenant accepts delivery of
                  possession of the Premises or which occur at any time
                  thereafter (including any time following the expiration of the
                  Lease Term), other than as a result of the actions of Tenant
                  or that of its employees, agents or contractors.

                  (a)   Landlord shall require the other occupants of Shopping
                        Center to comply with applicable, Environmental Law
                        governing Hazardous Materials although said occupants
                        may store, use or handle Hazardous Materials in their
                        respective premises in the usual operation of their
                        retail businesses provided such Hazardous Materials are
                        stored, used or handled in compliance with Environmental
                        Law. In the event of a release of any Hazardous
                        Materials in, on or about Shopping Center by any
                        occupant thereof other than Tenant which violates
                        applicable Environmental Law, Landlord shall require
                        such occupant to promptly remediate such release if such
                        remediation is required by Environmental Law. Landlord
                        agrees, to the extent permissible and not in derogation
                        of Landlord's rights or interests, to make available to
                        Tenant the opportunity to participate in any
                        indemnification provided to Landlord by such occupant to
                        the extent of the damage incurred by Tenant by reason of
                        such release.

                  (b)   If it is determined at any time during the Lease Term
                        that the Common Area contains, or is affected by,
                        Hazardous Materials and the existence of such Hazardous
                        Materials is not the result of the actions of Tenant or
                        any of its respective agents, employees or contractors,
                        then if required by Environmental Law, Landlord shall
                        cause such Hazardous Materials to be abated by a
                        licensed, certified and qualified abatement contractor
                        in accordance with Environmental Law. In the event
                        Landlord conducts Hazardous Materials abatement in or on
                        the Common Area other than as a result of the actions of
                        Landlord, Tenant or another occupant of Shopping Center
                        (or any of their respective agents, employees or
                        contractors), Tenant shall reimburse Landlord as a part
                        of Common Area Expenses for (a) the lesser of Tenant's
                        pro rata share of the cost of such abatement or (b) the
                        first One Thousand Dollars ($1,000) of such cost
                        (between Landlord and Tenant) per "occurrence". Each
                        discrete and noncontinuous release or discharge of
                        Hazardous Materials (and all abatement resulting


                                      -64-
<PAGE>
                        therefrom) shall constitute a separate "occurrence", but
                        a continuous action or event such as an underground
                        migration of Hazardous Materials initially resulting
                        from a discrete release or discharge shall constitute
                        only one "occurrence". If the total cost to Landlord
                        (less any contribution from other parties) to abate an
                        "occurrence" of Hazardous Materials in the Common Area
                        is less than One, Hundred Thousand Dollars ($100,000) in
                        a given five (5) year period (which periods shall
                        correspond with the time periods when Minimum Rent is
                        adjusted) ("Landlord's Common Area Abatement
                        Threshold"), Landlord shall abate such Hazardous
                        Materials. In such case, Tenant shall reimburse Landlord
                        as provided above, and Landlord shall be responsible for
                        the balance of such cost.

     If  Landlord's  share of the abatement cost with respect to the Common Area
to comply with Environmental Law exceeds Landlord's Common Area Abatement
Threshold, then Landlord shall have the right either (a) to terminate this Lease
upon the date specified in Landlord's notice which shall be no earlier than the
latest reasonably necessary date for termination (provided, however, that Tenant
shall have the right to elect in writing within five (5) days of Landlord's
notice to have the Lease terminated earlier than the date specified in
Landlord's notice so long as the date of termination is no less than thirty (30)
days from the date of Landlord's notice), or (b) to pay the reasonable cost in
excess of Landlord's Common Area Abatement Threshold. Landlord shall notify
Tenant in writing, of Landlord's election to so terminate or to contribute the
excess cost within thirty (30) days after the later of (x) discovery of
Hazardous Materials in the Common Area, or (y) when Landlord is required by
Environmental Law to commence abatement. Any such notice shall be accompanied by
a statement showing the estimated cost of abatement (which cost shall be
competitively bid) and a summary of all abatement costs for the Common Area
which were paid solely by Landlord during the applicable five (5) year period.
If Landlord elects to terminate this Lease, Tenant shall have the right,
exercisable by written notice delivered to Landlord within thirty (30) days
after receipt by Tenant of Landlord's termination notice, to agree to bear
Tenant's pro rata share of the Hazardous Materials abatement cost for the Common
Area which exceeds Landlord's Common Area Abatement Threshold, in which event
this Lease shall continue, Landlord's termination notice shall be rendered null
and void, and Landlord shall promptly proceed to abate such Hazardous Materials
within the Common Area.

            10.6.5 Landlord's Indemnity for Hazardous Materials. Landlord
                   --------------------------------------------
                  shall indemnify, defend and hold Tenant harmless from and
                  against any and all claims, judgments, damages, statutory and
                  other penalties, fines, costs, liabilities or losses
                  (including, without limitation, reasonable sums paid in
                  settlement of claims, attorneys' fees, consultant fees and
                  expert fees, whether or not litigation has been commenced)
                  which arise at any time (including at any time after the
                  expiration of the Lease Term) from or in connection with
                  Hazardous Materials existing in or on the Shopping Center or
                  any portion thereof as of the date Tenant accepts delivery of
                  possession of the Premises or which occur at any time
                  thereafter due to acts or omissions of Landlord or its agents,
                  employees or contractors, to the extent not caused by the
                  actions of Tenant or Tenant's employees, agents or
                  contractors. Such indemnity, defense and hold harmless shall
                  not include consequential damages to the extent such damages
                  were caused by a party other than Landlord or Landlord's
                  agents, employees or contractors.

            10.6.6 Use; Tenant's Indemnity for Hazardous Materials. Tenant
                   -----------------------------------------------
                  shall have the right to store, use and handle Hazardous
                  Materials on the Premises in the usual operation of Tenant's
                  retail business on the Premises provided that such Hazardous
                  Materials are stored, used, handled and disposed of in
                  compliance with all Environmental Law. Tenant shall be
                  responsible for all costs incurred in complying with all
                  Environmental Law relating to Hazardous Materials which Tenant
                  or its agents or contractors bring into or onto or about the
                  Premises at any time during the Lease Term.

            Tenant shall indemnify, defend and hold Landlord harmless from and
against any and all claims, judgments, damages, statutory and other penalties,
fines, costs, liabilities or losses (including, without limitation, reasonable
sums paid in settlement of claims, attorneys' fees, consultants' fees and
experts' fees, whether or not litigation has been commenced) which. arise at any
time (including after expiration of the Lease Term) from or in connection with
Hazardous Materials which are stored, used or handled in, on or about the
Premises by Tenant or its agents, employees, contractors, subtenants, successors
or assigns to the extent not caused by the actions of Landlord or Landlord's
employees, agents or contractors.

            10.6.7 Rent Abatement. Tenant shall be entitled to an
                   --------------
                  equitable abatement of Minimum Rent and all other amounts
                  payable hereunder, to the extent any Hazardous Materials
                  abatement materially interferes with Tenant's use of the
                  Premises and/or Common Area.

            10.6.8 Interpretation. The provisions of this Paragraph 10.6
                   --------------                         --------------
                  shall supersede any other provisions in this Lease regarding
                  the use, maintenance, repair, remediation, construction,
                  remodel or reconstruction of the Premises or the Common Area
                  or any part thereof, to the extent inconsistent with the
                  provisions hereof. The representations, warranties and
                  agreements of the parties set forth herein shall survive the
                  expiration of the Lease Term or the termination of this Lease
                  for any reason whatsoever.

      11.   SIGNS.

            Tenant may install and maintain upon the Premises, including the
front, sides and rear exterior parapet walls, such building identification signs
advertising the business conducted on the Premises by Tenant as are permitted by
applicable law. After the date of this Lease, should Tenant want to modify the
structure to which any of its signs is attached or the location of any of said
signs, Landlord shall have the right to approve such change, which approval
shall not be unreasonably withheld, conditioned or delayed. In furtherance of
the foregoing, should Tenant desire to substitute a different trade name in any
existing sign structure or cabinet, Landlord shall have no right to approve such
action. In addition, Tenant shall be entitled to affix and maintain throughout


                                      -65-
<PAGE>
the Lease Term an electrically illuminated sign panel bearing its business name
and logo upon both sides of the bottom fifty percent (50%) of the sign pylon
located in the Common Area as of the date of this Lease (as designed on the Site
Plan) and upon both sides of each sign pylon or monument hereafter installed in
the Shopping Center at any time during the Lease Term. Prior to the RCD,
Landlord shall provide to such sign pylons and monuments all electrical lines
and hookups necessary for Tenant to affix and maintain its electrically
illuminated sign panels thereon and Landlord shall maintain such lines and
hookups thereafter during the Lease Term. All building signs and pylon and
monument sign panels installed by Tenant (i) shall be of the size, type and logo
which Tenant customarily uses from time to time in its business, (ii) shall
comply with all applicable laws, rules and ordinances of state or local
governmental authorities, (iii) shall remain the property of Tenant, (iv) shall
be removed by Tenant at the termination of this Lease (or sooner if Tenant
desires), and (v) shall be maintained at all times in good order, condition and
repair, at Tenant's sole expense.

Immediately after the execution of this Lease, Tenant may construct a hardboard
sign in the Common Area to announce Tenant's store opening and Tenant may
maintain such sign until Tenant has installed Tenant's building identification
sign(s) Immediately after execution of this Lease and continuing until fourteen
(14) days after Tenant's store opening at the Premises, Tenant shall also be
permitted to hang such banners and other temporary signs outside the Premises as
Tenant deems desirable to announce Tenant's store opening. Tenant shall have the
right to place two (2) signs at conspicuous places within the Shopping Center
(not exceeding twenty (20) square feet each), informing the public of any nearby
stores of Tenant for a period not to exceed ninety (90) days after the
termination of this Lease.

      12.   DAMAGE TO THE PREMISES; SHOPPING CENTER.

      12.1  Repair and Restoration.
            ------------------------

                  (a)   Except as otherwise specifically provided in this
                        Section 12, if the Premises, the Building or any other
                        leasable buildings or improvements located on Shopping
                        Center are damaged by any cause whatsoever, this Lease
                        shall remain in full force and effect and Landlord
                        shall, at its sole expense, repair, restore and rebuild
                        the same with all reasonable dispatch and diligence, so
                        far as practicable and lawful, to complete units of like
                        quality, nature and condition, with the same layout and
                        parking to floor area ratios as that which existed
                        immediately prior to the occurrence of such damage.
                        Landlord's obligation to repair, restore and rebuild as
                        set forth in this Paragraph 12.1(a) shall supersede any
                                          ----------------
                        provision of applicable law to the contrary, which
                        provisions the parties hereby waive. Any such repair,
                        restoration and rebuilding of the Premises shall be
                        performed in accordance with plans and specifications
                        approved in writing by Tenant, prepared by a licensed
                        architect selected and employed by Landlord and approved
                        in writing by Tenant, and performed by a licensed
                        general contractor selected and employed by Landlord and
                        approved in writing by Tenant. None of the approvals to
                        be obtained from Tenant in the previous sentence shall
                        be unreasonably withheld, conditioned or delayed. During
                        such repair, restoration and rebuilding of the Premises,
                        Tenant shall at all times have access to the Premises
                        for the purpose of inspecting the work in progress and
                        for the purpose of installing trade fixtures, equipment,
                        merchandise, advertising and signs; provided, however,
                        that Tenant's rights of access shall not be exercised in
                        a manner which materially impedes Landlord's repair,
                        restoration or rebuilding of the Premises.

                  (b)   In the event that the Premises, the Building or any
                        other leasable buildings or Common Area improvements
                        located on Shopping Center are damaged to the extent
                        that the Premises are not reasonably suitable for the
                        normal conduct of Tenant's business as carried on prior
                        to said damage, Tenant may nevertheless elect to
                        continue occupancy during the repair, restoration and
                        rebuilding period or discontinue occupancy until
                        satisfaction of the conditions set forth below;
                        provided, however, that if Tenant's continued occupancy
                        will materially delay completion of Landlord's repair,
                        restoration or rebuilding of the Premises, then the
                        three (3) month period specified in Clause (1) of
                        Paragraph 12.1(c) shall be extended by the period of
                        -----------------
                        delay attributable to Tenant's continued occupancy and,
                        provided further, that if Tenant's continued occupancy
                        will materially increase the cost of such repair,
                        restoration or rebuilding, Tenant shall pay the full
                        amount of such increase. In the event Tenant elects to
                        continue occupancy of the Premises, then from the date
                        of such damage until completion of repair, restoration
                        and rebuilding, there shall be an equitable adjustment
                        in Minimum Rent and all other amounts payable hereunder,
                        taking into account the interference, with Tenant's
                        normal conduct of business. In the event Tenant elects
                        to discontinue occupancy, then Minimum Rent and all
                        other amounts payable hereunder shall completely abate
                        from the date of damage for the duration of the period
                        of repair, restoration and rebuilding. Tenant shall not
                        be required to accept delivery, of possession of the
                        Premises and to commence paying Minimum Rent and other
                        charges payable by Tenant to Landlord hereunder until
                        the earlier of (i) the date on which Tenant recommences
                        to conduct business on the entire Premises, or (ii)
                        sixty (60) days after the last to occur of all of the
                        following events:

                        (1)   The architect in charge of the construction
                              certifies in writing to Tenant that said
                              construction has been completed in substantial
                              accordance with the approved plans and
                              specifications and that the Premises is in
                              compliance with all laws, ordinances, regulations
                              and requirements of governmental authorities
                              having jurisdiction thereof;

                        (2)   A certificate of occupancy or an equivalent use
                              permit and all other requisite permits and
                              approvals necessary for the conduct of Tenant's
                              business on the Premises and for the public to


                                      -66-
<PAGE>
                              have access to the Premises are issued by the
                              appropriate legal authorities and Tenant shall
                              have received certified or photostatic copies of
                              the same; and

                        (3)   If the location of the foundations or exterior
                              walls has been changed, Landlord delivers to
                              Tenant an as-built drawing of the restored
                              Premises.

                  (c)   Tenant may terminate this Lease upon thirty (30) days
                        written notice to Landlord in the event Landlord fails
                        or is unable to (1) obtain a building permit for any
                        repairs, rebuilding or restoration required under this
                        Section 12 within three (3) months from the date of
                        damage to the Premises; or (2) complete such repairs,
                        rebuilding and restoration and comply with the
                        conditions in Section 12.1(b) for the resumption of
                        Minimum Rent, and other charges payable by Tenant
                        hereunder with all reasonable dispatch and diligence.

      12.2  Last Twelve Months Exception. If the Premises or the Building are
            ----------------------------
            destroyed within the last twelve (12) months of the Lease Term (as
            extended at the time of destruction) , to the extent that the cost
            of repair and restoration of either the Premises or the Building
            exceeds thirty-three percent (33%) of the then Replacement Cost of
            the Premises or the Building, as the case may be, Tenant shall have
            the option, exercisable by written notice within the earlier of (a)
            the later of ten (10) days after destruction and ten (10) days
            before Landlord is scheduled to commence any repair or restoration
            thereof (provided Landlord has provided Tenant with written notice
            of the date such restoration is scheduled to commence) or (b) sixty
            (60) days after the date of the occurrence of such damage, to (i)
            terminate this Lease, provided that it releases to Landlord all of
            Tenant's claim or interest in and to insurance proceeds otherwise
            allowable for the repair and restoration of said improvements; or
            (ii) affirm its obligations under this Lease by waiving Tenant's
            rights pursuant to Paragraph 2.2 above to elect not to exercise the
                               -------------
            next succeeding option to extend the Lease Term, provided, however,
            that Landlord shall immediately undertake. the repair, restoration
            and rebuilding of the Premises and/or the Building in accordance
            with Paragraph 12.1 above.
                 --------------

            If the Premises and/or the Building are destroyed within the last
twelve (12) months of the Lease Term (as extended at the time of destruction),
to the extent that the cost of repair and restoration of either the Premises or
the Building exceeds thirty-three percent (33%) of the then Replacement Cost (as
defined in Paragraph 12.4 below) of the Premises or the Building, as the case
may be, Landlord shall have the option, exercisable by written notice to Tenant
to terminate this Lease, if Landlord serves any such notice within sixty (60)
days after the date of such damage and Tenant has not conditionally waived its
right to not exercise its next available option pursuant to the prior paragraph
prior to the Landlord serving any such notice on Tenant. Notwithstanding the
foregoing, Tenant may render any such termination null and void by exercising
its next available option within thirty (30) days after receipt of any
termination notice from Landlord. Landlord shall cooperate with Tenant to
determine the Replacement Cost of the entire Building and/or the Premises.

      12.3  Uninsured Casualty Exceptions.
            -------------------------------

            12.3.1 Uninsured Casualty Affecting Premises.
                   --------------------------------------

If the Premises is damaged or destroyed by any cause for which insurance
coverage is not obtained despite Landlord's compliance with Paragraph 7.1 and
                                                            -------------
the cost of repairing or restoring the Premises is in excess of twenty percent
(20%) of the then Replacement Cost of the Premises, then Landlord shall have the
right to elect to terminate this Lease upon the terms and conditions contained
in this Paragraph 12.3.1. Prior to serving any notice to terminate pursuant to
        ----------------
this Paragraph 12.3.1, Landlord shall first obtain at least two (2) bona fide
     -----------------
bids from licensed and qualified contractors estimating the cost to repair or
restore the Premises. If Landlord elects to terminate this Lease pursuant to
this Paragraph 12.3.1, Landlord must do so by giving written notice to Tenant of
     ----------------
such election not later than sixty (60) days after the damage or destruction.
One copy of each bid obtained by Landlord for such repair and restoration must
be attached to Landlord's notice of termination. Landlord's failure to give such
notice within said sixty (60) day period shall be deemed Landlord's election not
to terminate this Lease but instead to repair and restore the Premises. In the
event Landlord does not terminate, is deemed not to have terminated or does not
have the right to terminate this Lease pursuant to this Paragraph 12.3.1, then
                                                        ----------------
Landlord shall repair and restore the Premises in accordance with Paragraph
                                                                  ---------
12.1. If Landlord elects to terminate this Lease, Tenant shall have the right,
----
exercisable by notice delivered to Landlord within thirty, (30) days after
receipt by Tenant of Landlord's notice, to agree to bear all costs and expenses
of repair and restoration of the Premises in excess of twenty percent (20%) of
the Replacement Cost of the Premises, in which event this Lease shall not be
terminated and Landlord shall repair and restore the Premises and the Building
in accordance with Paragraph 12.1.
                   ---------------

            12.3.2 Uninsured Casualty Affecting Building. If the Building (other
                   -------------------------------------
                  than the Premises) is damaged or destroyed by any cause for
                  which insurance coverage is not obtained despite Landlord's
                  compliance with Paragraph 7.1, and the cost of repairing and
                                  -------------
                  restoring the Building (other than the Premises) is in excess
                  of twenty percent (20%) of the then Replacement Cost of the
                  Building (other than the Premises) and provided that the
                  Premises is also significantly damaged or destroyed as a
                  result of such occurrence (but the restoration cost of the
                  premises does not render the Premises subject to Paragraph
                                                                   ----------
                  12.3.1), then Landlord shall have the right to terminate this
                  ------
                  Lease upon the terms and conditions contained in this
                  paragraph 12.3.2. Prior to serving any notice to terminate
                  pursuant to this Paragraph 12.3.2, Landlord shall first obtain
                                   ----------------
                  at least two (2) bonafide bids from licensed and qualified
                  contractors estimating the cost to repair or restore the
                  Building (other than the Premises) . If Landlord elects to
                  terminate this Lease pursuant to this Paragraph 12.3.2,
                                                        ----------------
                  Landlord must do so by giving written notice to Tenant of such
                  election not later than sixty (60) days after the damage or
                  destruction. One copy of each bid obtained by Landlord for
                  such repair and restoration must be attached to Landlord's
                  notice of termination. Landlord's failure to give such notice
                  within said sixty (60) day period shall be deemed Landlord's
                  election not to terminate this Lease but instead to repair and
                  restore the Premises and the Building. In the event Landlord
                  does not terminate, is deemed not to have terminated or does
                  not have the right to terminate this Lease pursuant to this
                  Paragraph 12.3.2, then Landlord shall repair and restore the


                                      -67-
<PAGE>
                  Premises in accordance with paragraph 12.1. If Landlord elects
                                              --------------
                  to terminate this Lease, Tenant shall have the right,
                  exercisable by notice delivered to Landlord within thirty (30)
                  days after receipt by Tenant of Landlord's notice, to agree to
                  bear all costs and expenses of repair and restoration of the
                  Building (other than the Premises) in excess of twenty percent
                  (20%) of the Replacement Cost thereof, in which event this
                  Lease shall not be terminated and Landlord shall repair and
                  restore the Premises and the Building in accordance with
                  Paragraph 12.1.
                  ---------------

            Further, if the Building is damaged or destroyed by any cause for
which insurance coverage is not obtained despite Landlord's compliance with
Paragraph 7.1, and the cost of repairing and restoring the Building (other than
------------
the Premises) is in excess of twenty percent (20%) of the then Replacement Cost
of said Building (other than the Premises), but the Premises is not also
significantly damaged or destroyed as a result of such occurrence, then Landlord
shall not have .the right to terminate this Lease but in such event Landlord
shall have no obligation to repair or restore the remainder of Building except
to the extent necessary to assure that the Premises is secure and structurally
sound and capable of being separately operated.

            12.3.3 Limitations. Any termination by Landlord pursuant to
                   -----------
                  Paragraph 12.3.2 shall not be effective unless Landlord
                  ----------------
                  concurrently terminates the lease(s) of every tenant of the
                  Building. In the event Landlord terminates this Lease in
                  accordance with Paragraph 12.3.1 or 12.3.2 and then Landlord
                                  ----------------    ------
                  (or a person or entity affiliated with Landlord) commences to
                  rebuild the Premises or the leasable building area (or
                  substantially similar thereof) located on Shopping Center, as
                  the case may be, within three (3) years after the date of such
                  damage or destruction, Landlord shall immediately notify
                  Tenant of Landlord's intention so to rebuild and Tenant shall
                  have the option to enter into a new lease with Landlord on the
                  same provisions as contained in this Lease for a term equal to
                  the balance of the Lease Term, including any available option
                  periods remaining as of the date of damage or destruction.
                  Tenant shall exercise such option, if at all, by notifying
                  Landlord of Tenant's intention to exercise such option within
                  sixty (60) days after Landlord's notice to Tenant of
                  Landlord's intention to rebuild.

      12.4  "Replacement Cost" Defined. As used in this Lease, the term
             --------------------------
            "Replacement Cost" means the reasonably estimated cost of fully
            repairing and restoring the building(s) and other improvements in
            question as nearly as practicable to the condition existing
            immediately prior to the damage or destruction, excluding, however,
            Tenant's alterations, trade fixtures and equipment.

      13.   LIENS.

      Tenant shall do all things reasonably necessary to prevent the filing of
any mechanic's liens or other liens against the Premises or any part thereof by
reason of work, labor, services or materials supplied or claimed to have been
supplied to Tenant. If any such lien shall at any time be filed against the
Premises, Tenant shall either cause the same to be discharged of record within
thirty (30) days after the date of filing the same or, if Tenant in its
discretion and in good faith determines that such lien should be contested,
furnish such security or bond as may be reasonably necessary to release any lien
or charge against the Premises during the pendency of such contest.

      14.   RIGHTS OF ACCESS.

      14.1  By Tenant. Provided the completion of Landlord's Work is not
            ----------
            unreasonably interfered with, Tenant may enter the Premises prior to
            the RCD for the purposes of inspecting the Premises and constructing
            Tenant's Improvements and installing its trade fixtures, equipment,
            merchandise, advertising and signs.

      14.2  By Landlord. Provided that Tenant's business is not unreasonably
            ------------
            interfered with, Landlord and its authorized agents and
            representatives shall be entitled to enter the Premises at
            reasonable times, upon at least five (5) business days prior notice,
            for the purpose of inspecting the same and showing the Premises to
            prospective purchasers and lenders. Additionally, Landlord shall
            have the right to enter the Premises for the purpose of performing
            any maintenance or repair to the Premises or other portions of the
            Building as may be required or permitted by this Lease, provided
            that Landlord notifies Tenant in writing at least five (5) business
            days prior to beginning any such maintenance or repairs, except in
            case of an emergency in which case Landlord shall provide such prior
            notice as shall be reasonable under the circumstances. Landlord
            shall use reasonable efforts to notify Tenant of Landlord's need to
            enter the Premises as the result of an emergency. For purposes of
            the foregoing sentence, an emergency shall be deemed to exist where
            immediate action is necessary to prevent injury to persons or
            substantial damage to property. Landlord shall perform all such
            maintenance or repair work in a manner which shall cause the least
            interference reasonably possible with the operation by Tenant of its
            business in the Premises and with the Common Area rights of Tenant
            and Tenant's customers, agents and invitees consistent with prudent
            property management practices. Tenant shall be entitled to an
            equitable abatement of Minimum Rent and all other amounts payable
            hereunder to the extent any such maintenance or repair work
            materially interferes with the use of the Premises and/or the Common
            Area by Tenant. Landlord agrees that no forcible entry of the
            Premises will be made except to prevent injury to persons or
            substantial damage to property.

      15.   ASSIGNMENT AND SUBLETTING.

      Tenant shall not assign this Lease or sublet the Premises or any portion
thereof without the prior written consent of Landlord, which shall not be
unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing,
the consent of Landlord shall not be required for the assignment of this Lease
or the sublet of any portion of the Premises to (i) any entity which controls
Tenant or which is controlled by or under common control with, Tenant or (ii)
any entity resulting from the consolidation or merger of Tenant or (iii) any


                                      -68-
<PAGE>
entity which acquires substantially all of the store assets of Tenant or
substantially all of the store locations of Tenant in the state or region of a
state where the Premises are located. In the event Tenant sublets all or any
portion of the Premises, Landlord agrees to enter into a written nondisturbance,
recognition and attornment agreement with such subtenant, in form and substance
reasonably satisfactory to Landlord.

                        (a)   If Tenant desires to assign this Lease or sublet
                              the Premises or any portion thereof that would
                              result in more than fifty percent (50%) of the
                              Premises occupied by subleases or assignees of
                              Tenant ("Subject Space") and Landlord's consent is
                              required, Landlord shall have twenty (20) days
                              from receipt of Tenant's request for consent
                              ("Tenant's Notice") to notify Tenant in writing of
                              Landlord's intent to recapture the Subject Space
                              ("Recapture Notice"). Within ten (10) days from
                              receipt of the Recapture Notice, Tenant shall have
                              the right to revoke or withdraw Tenant's Notice by
                              written notice to Landlord ("Revocation Notice"),
                              in which event Landlord shall have no further
                              right to recapture the Subject Space. If Landlord
                              has timely given the Recapture Notice and Tenant
                              has timely given the Revocation Notice, and if
                              Landlord consents to the proposed assignment or
                              sublease, after the date of such assignment or
                              sublease, Tenant shall pay to Landlord fifty
                              percent (50%) of the Transfer Premium (as
                              hereinafter defined) received by Tenant from such
                              assignment or subletting. If Landlord fails timely
                              to give the Recapture Notice, Tenant shall have no
                              obligation to pay Landlord any portion of the
                              Transfer Premium. The term Transfer Premium shall
                              mean:

                  (i)   with respect to an assignment, the consideration
                        received by Tenant from the assignee for the assignment,
                        less brokerage commissions, attorneys' fees, remodeling
                        costs and other reasonable costs and expenses incurred
                        by Tenant in connection with the assignment; and

                  (ii)  with respect to a subletting, rentals and other amounts
                        paid by the subtenant to Tenant, when and as paid, in
                        excess of all amounts payable by Tenant to Landlord
                        after Tenant has deducted brokerage commissions,
                        attorneys' fees, remodeling costs and other reasonable
                        costs and expenses incurred by Tenant in connection with
                        the subletting from such excess rentals and other
                        amounts paid by the subtenant.

     Amounts  payable  by  Tenant to Landlord in accordance with this Section 15
                                                                      ----------
shall be due within thirty (30) days following receipt of the payments from the
assignee or subtenant with respect to which the payments to Landlord are due.

      No assignment, subletting or other transfer of this Lease or of possession
of the Premises shall relieve Tenant of its primary liability under this Lease.
Each assignee shall assume and agree to perform all obligations of Tenant under
this Lease; and, by accepting an assignment of this Lease, such assumption shall
be conclusively presumed for the benefit of Landlord. Landlord's consent to any
one assignment or sublease shall not be deemed a consent to any subsequent
assignment or sublease. Tenant shall, upon demand, provide evidence reasonably
satisfactory to Landlord as to costs incurred by Tenant in connection with any
assignment or sublease.

      16.   EMINENT DOMAIN.

      16.1  Taking Defined. If there is any taking of all or any part of the
            --------------
            Premises or Shopping Center or access roads, to Shopping Center
            because of the exercise of the power of eminent domain, whether by
            condemnation proceedings or otherwise, or any transfer of any part
            of the Premises or of Shopping Center or access roads to Shopping
            Center made in avoidance of the exercise of the power of eminent
            domain (all of the foregoing being hereinafter referred to as a
            "taking") during the Lease Term, the rights and obligations of the
            parties with respect to such taking shall be as provided in this
            Section 16.

      16.2  Substantial Taking. If title to all of the Building or the part
            -------------------
            thereof comprising the Premises is taken, or if title to so much of
            any portion of Shopping Center is taken, so that a reasonable amount
            of restoration thereof will not, in Tenant's reasonable judgment,
            result in the Premises being reasonably suited for Tenant's
            continued occupancy, then this Lease shall terminate on the date
            that possession of the Premises, or such part of Shopping Center, is
            taken. In such event, neither party shall have any further rights or
            obligations hereunder, except as otherwise provided herein and
            except that Tenant shall have the right to participate in any
            condemnation award or in the purchase price paid, in accordance with
            Paragraph 16.6 below.
            --------------

      16.3  Partial Taking. If title to any part of the Building of which the
            --------------
            Premises is a part is taken and the remaining part of the Premises,
            after restoration of the Building, is suited in Tenant's reasonable
            judgment for Tenant's continued occupancy, this Lease shall
            terminate only as to the part of the Premises so taken as of the
            date that possession of such part is taken and shall continue in
            effect as to the part of the Premises remaining. In such event,
            neither party shall have any further right or obligation with
            respect to the portion of the Premises so taken except that Tenant
            shall have the right to participate in any condemnation award or in
            the purchase price paid in accordance with Paragraph 16.6 below. In
                                                       --------------
            the event that the Premises, following restoration thereof, is not
            suited in Tenant's reasonable business judgment for Tenant's
            continued occupancy, this Lease shall terminate pursuant to the
            terms of Paragraph 16.2.
                     --------------

      16.4  Temporary Taking. If the whole or any part of the Premises or
            ----------------
            Shopping Center is taken for ninety (90) days or less, this Lease
            shall not terminate and Tenant shall continue to pay the full amount
            of Minimum Rent and other charges payable by Tenant hereunder and to
            perform and observe all of the other terms and conditions hereof as
            though the taking had: not occurred (except to the extent to which
            Tenant is prevented from so doing by the terms of the order of the
            taking authority). Tenant shall be entitled to receive the entire
            award made for the temporary taking of the Premises and Tenant's pro


                                      -69-
<PAGE>
            rata share for the temporary taking of Shopping Center. If the
            taking extends beyond the expiration of the Lease Term the award
            shall be apportioned between Landlord and Tenant.

      16.5  Repair, Restoration, Rebuilding.
            --------------------------------

                  (a)   In the event of a taking, unless this Lease is
                        terminated as provided in Paragraphs 16.2 or 16.3,
                                                  ---------------    -----
                        Landlord shall, at its sole expense, promptly repair,
                        restore and rebuild the remainder of the Premises and/or
                        Shopping Center, so far as practicable to a complete
                        unit of like quality, nature and condition as that which
                        existed immediately prior to the taking, provided,
                        however, that if the award of severance damages made
                        available to Landlord does not cover at least eighty
                        percent (80%) of the cost of such repair, restoration
                        and rebuilding, Landlord shall have the option to
                        terminate this Lease upon not less than thirty (30)
                        days' written notice to Tenant. If Landlord elects to
                        terminate this Lease pursuant to this Paragraph 16.5(a),
                                                              -----------------
                        Landlord must do so by giving written notice to Tenant
                        of such election not later than sixty (60) days after
                        the date the severance award is finalized. As a
                        condition to Landlord exercising such termination right,
                        Landlord must obtain at least two (2) bona fide bids
                        from licensed and qualified contractors verifying that
                        the severance award received by Landlord will not cover
                        at least eighty percent (80%) of the cost of repairing
                        and restoring the Premises and/or Shopping Center.
                        Landlord shall attach one copy of each bid obtained by
                        Landlord for such repair and restoration to Landlord's
                        notice of termination.

      Landlord's failure to give such notice within said sixty (60) day period
shall be deemed Landlord's election not to terminate this Lease but instead to
repair and restore the Premises and or Shopping Center. In the event Landlord
does not terminate or is deemed to have not terminated this Lease pursuant to
this Paragraph 16.5(a), then Landlord shall repair and restore the Premises
     ------------------
and/or Shopping Center. If Landlord elects to terminate this Lease, Tenant shall
have the right, exercisable by notice delivered to Landlord within thirty (30)
days after receipt by Tenant of Landlord's termination notice, to agree to bear
all costs and expenses of repair and restoration of the Premises to the extent
that eighty percent (80%) of said repair or restoration costs exceeds the award
of severance damages made available to Landlord, in which event this Lease shall
not be terminated and Landlord shall repair and restore the Premises and/or
Shopping Center. With respect to the Premises only, any repair, restoration and
rebuilding work shall be conducted in the same manner, with the same approvals
and the same rights of Tenant to inspect the work as are provided for in
Paragraph 12.1(a) above.
----------------

     Notwithstanding  anything  to the contrary in this Lease, Tenant may cancel
this  Lease  upon  thirty  (30)  days'  written  notice to Landlord in the event
Landlord  fails  to:  (1) obtain a building permit for any repair, rebuilding or
restoration required under this Section 16 within three (3) months from the date
of  taking;  or  (2)  complete such repairs, rebuilding and restoration with all
reasonable  dispatch  and  diligence.

                  (b)   During the period between the effective date of any
                        taking and the completion of repair, restoration and
                        rebuilding of the Premises and/or the Shopping Center,
                        Minimum Rent and all other charges payable by Tenant
                        under this Lease, shall be equitably abated to the
                        extent that the Premises and/or the other portions of
                        the Shopping Center are not then suitable in Tenant's
                        reasonable discretion for the conduct of Tenant's
                        business. Upon the completion of repair, restoration and
                        rebuilding of the Premises, other portions of the
                        Shopping Center and access necessary for the fullest
                        possible use of the Premises or the remaining portion
                        thereof, Minimum Rent shall thereafter and throughout
                        the balance of the Lease Term be reduced equitably, and
                        all other charges required to be paid by Tenant to
                        Landlord under this Lease shall likewise be reduced in
                        the same proportion, except as set forth below. The
                        repair, restoration and rebuilding of the Premises will
                        not be deemed complete until the earlier of the dates
                        referred to in paragraph 12.1(b).
                                       -----------------

      16.6  Notices; Compensable Interests.
            -------------------------------

                  (a)   In the event Landlord or Tenant receives any notice of
                        any kind specified below, Landlord or Tenant shall
                        promptly give the other party a photocopy of the notice
                        received:

                        (1)   Notice of intended taking;

                        (2)   Service of any legal process relating to
                              condemnation of any portion of the Premises or
                              Shopping Center or any improvement located
                              thereon, or any easement appurtenant thereto;

                        (3)   Notice in connection with any proceedings or
                              negotiations with respect to such a condemnation;
                              or

                        (4)   Notice of intent or willingness to make or
                              negotiate a private purchase, sale or transfer in
                              lieu of condemnation.

                  (b)   Any award for any taking shall belong to and be paid to
                        Landlord, except that Tenant shall be entitled to and
                        shall receive prior to any distribution to Landlord any
                        sums specifically awarded on account of Tenant's
                        leasehold improvements, personal property, trade
                        fixtures and alterations made to the Premises by Tenant
                        in accordance with this Lease which have been taken as


                                      -70-
<PAGE>
                        part of the taking or, if the same have not been taken
                        as part of a taking, a sum for reasonable removal and
                        relocation costs. Landlord and Tenant each agree to
                        execute and deliver to the other any instruments that
                        may be necessary or appropriate to effectuate or
                        facilitate the provisions of this Lease relating to a
                        taking.

      17.   TENANT'S DEFAULT.

                  (a)   Tenant shall be in default under this Lease if:

            (i)   Tenant fails to pay any installment of Minimum Rent or any
                  other amount payable by Tenant under the terms of this Lease,
                  when and as the same shall become due and payable under the
                  terms hereof, and any such failure continues for a period of
                  more than ten (10) days after notice thereof in writing is
                  given to Tenant by Landlord; or

            (ii)  Tenant fails to keep and perform any of the other covenants,
                  conditions or agreements set forth in this Lease and agreed to
                  be kept and performed by it, and any such failure continues
                  for a period of more than thirty (30) days after notice
                  thereof in writing stating the nature of said failure is given
                  to Tenant by Landlord; provided, however, that if the cause
                  for giving such notice involves making repairs or taking other
                  acts reasonably requiring a longer period of time than thirty
                  (30) days to complete or remedy, then Tenant shall not be In
                  default hereunder so long as Tenant has commenced to cure the
                  failure referred to in said notice within said thirty (30) day
                  period and thereafter continues diligently until completion to
                  cure such failure.

                  (b)   In the event of a default by Tenant, Landlord may, so
                        long as such default continues, either terminate this
                        Lease by written notice to Tenant, which written notice
                        shall specify a date for such termination at least three
                        (3) days after the date of such notice, or not terminate
                        this Lease as a result of the default.

                  (c)   In the event Landlord terminates this Lease pursuant to
                        the provisions of Paragraph 17(b) hereof, Landlord may
                                          --------------
                        then, or at any time thereafter, re-enter the Premises
                        or any part thereof and expel or remove therefrom Tenant
                        and any other persons occupying the same and again
                        repossess and enjoy the Premises. In the event of such
                        termination by Landlord, Landlord shall be entitled to
                        recover in one or more awards of judgment from Tenant:

                        (1)   the worth, at the time of the award of the unpaid
                              Minimum Rent which had been earned at the time of
                              termination;

                        (2)   the worth at the time of the award of the amount
                              by which the unpaid Minimum Rent which would have
                              been earned after termination until the time of
                              award exceeds the amount of such rental loss that
                              Tenant proves could have been reasonably avoided;

                        (3)   the worth at the time of the award of the amount
                              by which the unpaid Minimum Rent for the balance
                              of the Lease Term after the time of the award
                              exceeds the amount of such rental loss that Tenant
                              proves could be reasonably avoided; and

                        (4)   any other amount necessary to compensate Landlord
                              for all the detriment proximately caused by
                              Tenant's failure to perform Tenant's obligations
                              under this Lease or which in the ordinary course
                              of things would be likely to result therefrom.


      The "worth at the time of the award", as used in (1) and (2) of this
paragraph l7(c) is to be computed by allowing interest at a rate equal to the
-------------
Overdue Rate (as hereinbelow defined). The "worth at the time of the award"
referred to in (3) of this Paragraph 17(c) is to be computed by discounting such
                           --------------
amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of the award, plus one percent (1%).

                  (d)   In the event Landlord does not terminate this Lease as
                        permitted by Paragraph 17(b) above, and without barring
                                     --------------
                        Landlord's later election to terminate pursuant to
                        Paragraph 17(b), Landlord shall be entitled to the
                        --------------
                        remedy described in California Civil Code Section 1951.4
                        to enforce all of Landlord's rights hereunder to collect
                        Minimum Rent and other charges payable by Tenant
                        hereunder, including the right as the same become due,
                        and Tenant shall remain and continue liable to Landlord
                        under all of the terms of this Lease.

                  (e)   If Landlord does not terminate this Lease as permitted
                        by Paragraph 17(b) above, Landlord may, without waiving
                        any claim for damages or other remedy available to
                        Landlord, cure Tenant's default for the account of
                        Tenant. Any reasonable sum or reasonable contractual
                        liability incurred by Landlord in curing Tenant's
                        default shall be deemed paid or incurred for the account
                        of Tenant and Tenant agrees to hold Landlord harmless
                        therefrom and reimburse Landlord upon demand therefor,
                        plus interest thereon at the Overdue Rate.


                                      -71-
<PAGE>
                  (f)   The remedies of Landlord in the, event of the default of
                        Tenant as provided in this Section 17 are not intended
                        to be exclusive of any other remedies which may be
                        permitted by law.

      18.   LANDLORD'S DEFAULT.

            Landlord  shall be in default under this Lease (i) if Landlord fails
to make a repair or perform any maintenance required to be made or performed by
it under the terms of this Lease (including without limitation any breach under
the Declaration which becomes a default under this Lease as well); or (ii) any
of Landlord's representations under this Lease was materially untrue as of the
date of such representation and such breach is not, or cannot be cured, within a
reasonable time frame and without any damage to Tenant; or (iii) if Landlord
fails to keep and perform any of the other covenants, conditions or agreements
set forth in this Lease which Landlord has agreed to keep; or (iv) if Landlord
fails to timely pay (a) any tax or other charge which is a lien upon the
Premises, (b) any installment of principal or interest upon any deed of trust
which is a superior lien than this Lease, or (c) any monetary obligation under
the Declaration or any REA instrument affecting the Premises, and any such
failure continues for a period of thirty (30) days after delivery of written
notice to Landlord of the necessity for such repairs, maintenance or other
action to be performed by Landlord provided, however, that if the cause for
giving such notice involves taking acts reasonably requiring a longer period of
time than thirty (30) days to complete or remedy, then Landlord shall not be in
default hereunder so long as Landlord has commenced to cure the failure referred
to in said notice within said thirty (30) day period and thereafter continues
diligently until completion to cure such failure; and provided further, in the
case of an emergency, within such shorter period after delivery of such notice
as Tenant shall determine to be reasonable under the circumstances.

In the event of a default by Landlord, Tenant shall have all remedies available
under applicable law, in equity or otherwise and may, without waiving any claim
for damages or other remedy available to it under this Lease, cure such default
for the account of Landlord. Any reasonable amount paid or reasonable
contractual liability incurred by Tenant in curing such default shall be deemed
paid or incurred for the account of Landlord, and Landlord agrees to hold Tenant
harmless therefrom and reimburse Tenant upon demand therefor plus interest
thereon at the Overdue Rate. If Landlord fails to reimburse Tenant for any
amount paid for the account of Landlord hereunder or otherwise due Tenant from
Landlord within thirty (30) days of receipt of Tenant's demand therefor, said
amount may be offset by Tenant against Minimum Rent or other charges payable
hereunder up to an amount equal to one month's worth of the then scheduled
Minimum Rent, plus, one month's obligation for estimated Common Area Expenses
per Lease Year ("Tenant Uncontested Offset Amount") . If any offset
                 --------------------------------
would exceed Tenant's Uncontested Offset Amount in a given Lease Year and
Landlord disputes the amount Tenant claims as reimbursement for curing such
default in excess of Tenant's Uncontested Offset Amount, Tenant shall not have
the right to offset any amount in excess of Tenant's Uncontested Offset Amount
unless and until Landlord and Tenant have reached a final resolution of said
issue after following the arbitration procedure set forth in Paragraph 31. The
                                                             ------------
amount of any offset amount in excess of Tenant's Uncontested Amount which is
submitted to arbitration shall not be limited in any manner, except as
determined through said arbitration process. Notwithstanding the foregoing,
Tenant may cure any default described in Paragraph 18(a) (i) prior to the
                                         ------------------
expiration of the thirty (30) day period set forth therein if the curing of such
default prior to the expiration of such period is reasonably necessary to
protect the Shopping Center or Tenant's interest therein from imminent harm or
to prevent injury or damage to persons or property.

      19.   ESTOPPEL CERTIFICATES.

            At any time after the RCD either party, within thirty (30) days
after delivery of a request in writing from the other, shall execute and deliver
a statement in writing certifying that this Lease is unmodified and in full
force and effect (or if there have been modifications, that the same is in full
force and effect as modified and stating the modifications), the dates to which
Minimum Rent and other charges payable hereunder have been paid and any other
factual information a purchaser, lender, assignee or sublessee may reasonably
request.

      20.   SUBORDINATION AND NONDISTURBANCE.

      This Lease is and shall be prior to any deed of trust recorded after the
date of this Lease affecting all or any part of the Premises. If, however, the
holder of any deed of trust requires that this Lease be subordinated to such
deed of trust, Tenant agrees to subordinate this Lease to that deed of trust if
Landlord first obtains from such holder a written nondisturbance agreement in
form and substance consistent with what is reasonably acceptable to a lender of
similar nature with the lender in question and otherwise reasonably satisfactory
to Tenant (and consistent with the form of such agreement Tenant normally
obtains). Such non-disturbance agreement shall provide, among other matters,
that so long as Tenant shall not be in default under this Lease after notice and
beyond any applicable cure period, (i) the term of this Lease shall not be
terminated or modified in any respect whatsoever, nor shall Tenant's occupancy
of the Premises be disturbed or affected in any way;

                  (i)   Tenant shall not be named as a defendant in any legal
                        action or other proceeding instituted by such holder;
                        (iii) in the event of default under any lien and upon
                        foreclosure of any other transfer by the holder of said
                        deed of trust, said holder or its successor-in-interest
                        agrees to perform all of the duties and responsibilities
                        of Landlord under this Lease as a direct lease with
                        Tenant; and (iv) such holder agrees that (a) all
                        insurance proceeds payable as a result of damage or
                        destruction of the Premises shall be applied to the
                        repair and restoration of such damage or destruction
                        pursuant to the terms- of this Lease and (b) all
                        proceeds as a result of the exercise of eminent domain
                        shall be distributed as provided in this Lease. In no
                        event shall Tenant's obligations be increased by such
                        nondisturbance agreement. Such nondisturbance agreement
                        shall be recorded in the office of the county recorder
                        of the county in which the Premises are located. The
                        term "deed of trust" as used herein includes mortgages,
                        deeds of trust, other monetary liens or encumbrances,
                        all modifications, extensions, renewals and replacements
                        thereof, given as collateral security for any obligation
                        affecting the Premises.


                                      -72-
<PAGE>
      21.   END OF TERM.

      At the expiration or earlier termination of the Lease Term, Tenant shall:
(i) subject to Paragraph 10.5, surrender the Premises in the same condition as
               --------------
they were upon acceptance of possession thereof at the commencement of the Lease
Term, subject to normal wear and tear, damage by the elements, damage that
pursuant to Sections 12 and does not have to be repaired and repairs that are
            -----------
the Landlord's responsibility to make; deliver all keys to the Premises to
Landlord; and (ii) remove from the Premises and the Shopping Center all of its
signs, sign panels, sign supports and pylons, trade fixtures, equipment and
other personal property. Except as otherwise provided in this Lease, upon
termination hereof prior to the scheduled expiration of the Lease Term, the
parties shall be relieved of and from all liabilities and obligations hereunder,
except for those which accrued on or before the date of termination and remain
unperformed as of said date. All covenants and indemnities of the parties shall
survive the expiration of the Lease Term on earlier termination of this Lease to
the extent required for the full performance thereof.

      22.   LANDLORD'S WARRANTY OF TITLE; QUIET POSSESSION.

                  (a)   Landlord represents and warrants that as of the date
                        this Lease is fully executed, it has good title to the
                        Shopping Center, including without limitation, the
                        Premises and the Common Area, subject only to Permitted
                        Liens (as defined below), that it has full right and
                        authority to make this Lease and to perform as required
                        under this Lease, and that this Lease does not conflict
                        with any other agreement to which Landlord is bound
                        "permitted Liens" means (a) current taxes not past due,
                        and (b) those exceptions to the Preliminary Title Report
                        issued by First American Title Insurance Company dated
                        June 23, 1994. Landlord represents and warrants that
                        Tenant's use of the Premises for the sale of general
                        merchandise including, without limitation, bargain and
                        close-out merchandise and alcoholic beverages (for
                        off-premises consumption) and non-perishable packaged
                        food and all other merchandise sold by Tenant in its
                        other retail stores as. of the execution of this Lease,
                        and the use of the Common Area for access to the
                        Premises and other purposes contemplated by this Lease,
                        shall not be prevented or materially impaired at any
                        time during the Lease Term, by any restriction,
                        covenant, lease or agreement entered into by Landlord,
                        whether of record or not.

                  (b)   Subject to the permitted Liens, Landlord covenants that
                        upon payment of the rental herein reserved and the due
                        performance by Tenant of the covenants and agreements
                        herein contained on its part to be performed, Tenant
                        shall at all times peaceably and quietly hold and enjoy
                        the Premises and all of the rights granted it under this
                        Lease during the Lease Term.

      23.   BROKERAGE.

      Landlord acknowledges that Tenant has been represented in connection with
this Lease by Jose Legaspi of The Legaspi Company ("Broker") . Landlord shall
pay a commission to Broker pursuant to a separate agreement between Landlord and
Broker. Each party represents and warrants that it has caused or incurred no
claims for brokerage commissions or finders fees in connection with the
execution of this Lease by any party other than Broker. Each party shall
indemnify and hold the other harmless from and against any claims for a
commission or finder's fee (other than by Broker) caused by the party whose
actions or alleged commitments form the basis for such claim.

      24.   FORCE MAJEJRE.

      Whenever a period of time is provided for in this Lease for Landlord or
Tenant to perform or do any act or thing, there shall be excluded from the
computation of such period of time any period during which performance is
delayed due to strikes, riots, acts of God, shortages of labor, governmental
laws, rules or regulations, or from any other cause or causes beyond the
reasonable control of the party (other than financial inability to perform)
required to perform such act or do such thing, or that of its agents, servants,
employees or contractors ("Force Majeure Event")
                           -------------------

      25.   LEASE MEMORANDUM.

      Within ten (10) days after Landlord's receipt thereof in form and
substance reasonably acceptable to Landlord and Tenant, Landlord shall execute,
acknowledge and deliver to Tenant a memorandum of this Lease. Tenant may cause
said memorandum to be recorded in the office of the county recorder of the
county in which the Premises are located. Upon expiration of the Lease Term or
earlier termination of this Lease, Tenant shall execute, acknowledge and deliver
to Landlord all such instruments as may be reasonably necessary or appropriate
to establish of record that Tenant's rights and interest in the Premises and
Common Area have terminated.

      26.   ATTORNEYS' FEES.

      The prevailing party in any arbitration, action or proceeding instituted
by one party against the other for the enforcement or construction of this Lease
shall be entitled to reasonable attorneys' fees and costs incurred in such
action in addition to all other relief to which such party may be entitled.


                                      -73-
<PAGE>
      27.   NOTICES.

      Any and all notices by Landlord to Tenant, or by Tenant to Landlord, shall
be in writing and either personally served or sent by registered or certified
mail, postage prepaid, or by a nationally recognized overnight courier or
delivery service (such as Federal Express or UPS), addressed as follows:

      Notices to Landlord:      VAT Partners II
                                3236 Stone Valley Road West, Suite 230
                                Alamo, California 94507
                                Attention: Donald F. Gaube

      Notices  to  Tenant;      99Cent Only Stores
                                4000 E. Union Pacific Avenue
                                Commerce, CA 90023
                                Attention: Real Estate Department

Either party at any time may change its address by notice to the other party in
writing given as provided in this Section. The earlier of the (i) date of
receipt or (ii) three (3) days after the date such notice is given in accordance
with this Section shall constitute the initial date of notice in computing the
elapsed time as specified in any notice requirement in this Lease. Minimum Rent
shall be payable in lawful money of the United States of America to Landlord at
the address as set forth in this Section or as set forth in any change of
address for which notice is given pursuant to this Section.

      28.   SUCCESSORS.

            Subject to Section 15 above, each of the terms, covenants and
                       ----------
conditions of this Lease shall extend to and be binding upon and shall inure to
the benefit of Landlord and Tenant, and their respective legal representatives,
successors and assigns. Whenever in this Lease reference is made to either
Landlord or Tenant, the reference shall be deemed to include, wherever
applicable, the legal representatives, successors and assigns of such parties.
Notwithstanding the foregoing, references herein to "Landlord" shall mean only
the person(s) or entity(ies) holding fee title to the Premises at the time in
question, it being agreed that upon conveyance of said fee title, the grantor
(and each successive grantor) shall be relieved of and from all obligation
accruing, under this Lease after the date of such conveyance, except to the
extent of liability from acts prior to such time. Such conveyance shall not
relieve any former Landlord of any obligation or liability first arising prior
to such conveyance.

      29.   INTERPRETATION.

            This Lease shall be interpreted in accordance with the laws of the
State in which the Premises are located. The language in all parts of this Lease
shall be construed in all cases as a whole and according to its fair meaning and
not strictly for or against Landlord or Tenant, nor shall the fact that any
portion of this Lease was drafted by Landlord or by Tenant be reason for the
construction of such portion against or in favor of either party. If any clause
or provision herein contained is adjudged invalid, the same shall not affect the
validity of any other clause or provision of this Lease.

      30.   RELATIONSHIP OF PARTIES.

            Nothing contained herein shall be deemed or construed by the parties
hereto, or by any third party, as creating the relationship of principal and
agent or of a partnership or joint venture between the parties hereto. It is
understood and agreed that neither the method of computation of rent nor any
provision contained herein, nor any of the acts of the parties hereto, shall
create a relationship other than the relationship of landlord and tenant.

      31.   ARBITRATION.

            Except as otherwise provided in this Lease, any controversy or claim
arising out of or related to this Lease or the breach of any provisions hereof
shall be submitted to binding arbitration in Los Angeles County, California in
accordance with the commercial arbitration rules of the American Arbitration
Association then in effect, and judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. Any such
arbitration proceeding shall commence upon sixty (60) days notice by either
party and shall be heard by a panel of three (3) arbitrators each of which shall
be a licensed attorney having at least seven (7) years experience in the
negotiation and drafting of commercial real property leases. In addition to any
other relief awarded, the prevailing party shall be entitled to an award of
costs and reasonable attorneys' fees. At the option of either Landlord or
Tenant, any of the following matters may be commenced and prosecuted in any
court of competent jurisdiction: (1) any action or proceeding for unlawful
detainer or ejectment; (2) any action for specific performance or injunctive
relief; and (3) any action seeking a defense of or indemnification from any
claim which is the subject of a pending court action.

      32.   ENTIRE AGREEMENT.

            This Lease constitutes the entire agreement between the parties
hereto and supersedes all previous agreements and understandings between the
parties in any way relating to the subject matter hereof, including without
limitation, any letter of intent or proposal to lease. No amendment to or
modification of this Lease shall be binding unless the same is in writing and
signed by both Landlord and Tenant.


                                      -74-
<PAGE>
      33.   OFFER TO LEASE.

            Execution and delivery by Landlord of this Lease constitutes an
offer which shall not be deemed accepted by Tenant until Tenant has executed
this Lease and delivered a duplicate original thereof to Landlord.

      34.   AUTHORITY.

            Each individual signing on behalf of a party hereto represents and
warrants that he or she is authorized by the Board of Directors, managing
partner or other appropriate body or individual, as the case may be, to execute
this Lease on behalf of such party.

      35.   HOLDING OVER.

            Landlord hereby consents to Tenant remaining in possession of the
Premises after expiration or termination of the Lease Term, such holdover
tenancy shall be on a month-to-month basis, terminable at any time upon thirty
(30) days' written notice. Such month-to-month tenancy shall be upon the same
terms and conditions contained herein so far as applicable, with Minimum Rent
equal to the amount of Minimum Rent in effect immediately prior to the
expiration or termination of the Lease Term, payable in advance at the beginning
of each month for the period of such tenancy.

      36.   ANNOUNCEMENTS.

            Without the prior written consent of Tenant, Landlord will not make
any oral or written public announcement of Tenant's execution of this Lease or
the transactions contemplated hereby.

      37.   INTEREST ON DELINQUENT AMOUNTS.

            Except as expressly provided otherwise herein, any amount payable
under this Lease which is not received before delinquency shall bear interest
from the expiration of the notice period until the date received at the Overdue
Rate provided such sum is not received within five (5) days after receipt of
notice that said sum is overdue. The "Overdue Rate" shall be a per annum rate
equal to the lesser of: (1) two percent (2%) above the "prime" rate of interest
for U.S. money center banks (or equivalent) as published from time to time in
the Wall Street Journal, or (2) the highest rate of interest permitted under
applicable usury laws. Neither demand for nor receipt of interest on any
delinquent sum shall excuse the obligation to timely pay such sum or waive any
default with respect thereto.

      38.   NO WAIVER.

      No delay or omission by Landlord or Tenant to exercise any right or remedy
such party is entitled to shall be construed as a waiver of any such right or
remedy or of any breach by Tenant or Landlord, as the case may be, unless such
waiver be in writing signed by the party waiving said right. Any waiver by the
non-breaching party of a breach of any term, covenant or condition contained in
this Lease, on any one occasion, shall not be deemed to be a waiver of such
term, covenant or condition due to a subsequent breach of the same or of any
other term, covenant or condition contained in this Lease. The subsequent
acceptance of rent or other amounts payable by one party hereunder shall not be
deemed to be a waiver of any preceding breach by that same party of any term,
covenant or condition of this Lease, other than the failure of such breaching
party to pay the particular rent or other amount so accepted, regardless of the
non-breaching party's knowledge of such preceding breach at the time of
acceptance of such rent or other amount.

      39.   NOTICE OF SALE

      If during the Term of this Lease Landlord elects to sell (or is
considering selling) the Premises (whether by itself or together with other
property, the "Property"), Landlord shall so notify Tenant in writing. Tenant
               --------
shall have the opportunity to negotiate in good-faith for a period of thirty
(30) days (the "Negotiation Period") with Landlord to purchase the Property,
                ------------------
provided, however, Landlord has not otherwise granted a purchase option, a right
of first refusal, right of first offer or other special rights with respect to
the Property to another party. Tenant's opportunity to negotiate with Landlord
to purchase the Property shall not be construed as a purchase option, a right of
first refusal or right of first offer. After the expiration of the Negotiation
Period, Tenant shall have no further right under this Section.

      40.   OTHER BUILDING SPACE

      If the portion of the Building excluding the Premises is vacant ("Other
Building Space"), Landlord agrees to be responsible for the maintenance and
repair of the Other Building Space. If the Other Building Space Goes Dark and
remains Dark for more than six (6) consecutive months during the first lease
year of each option period under Paragraph 2.2, unless Landlord has executed a
                                 -------------
letter of intent with another tenant(s) for the Other Building Space, Tenant
shall have the right to terminate this Lease upon ninety (90) days' written
notice given within thirty (30) days of the expiration of such six-month period.
Tenant shall also have the right to terminate this Lease if, within six (6)
months of execution of a letter of intent, Landlord fails to execute a lease or
either (a) Landlord fails diligently to pursue the renovation of the Other
Building Space (including applying for a building permit), or (b) the new tenant
fails to open for business. Tenant must exercise the termination right, if at
all, by giving Landlord at least ninety (90) days' written notice within thirty
(30) days of-the expiration of such six-month period.


                                      -75-
<PAGE>
      IN WITNESS WHEREOF, the parties have executed this Lease as of the date
and year first above mentioned.

      LANDLORD:     VAT  Partners  II,

                             a California general partnership

                             By:  TENAX INVESTMENT COMPANY
                                  a Delaware corporation and
                                  Manage General Partner


                             By:  /s/  Donald  F.  Gaube
                                  ----------------------------
                                  Donald F. Gaube
                                  President

                             Landlord' s Taxpayer
                             Identification Number:
                             95-4467282

        TENANT:     99Cent Only  Stores
                    a California corporation

                             By:  /s/  Jeff  Gold
                                  ----------------------------
                                 Jeff Gold
                                 Vice President


                                      -76-
<PAGE>
Date:        July  ____,  1995
Landlord:    VAT  Partners  II,
             a California general partnership
Tenant:      99Cent  Only  Stores
             A  California  corporation
Location:    NWC  Sepulveda  Boulevard  and  Vermont  Avenue
City of:     Torrance
County of:   Los  Angeles
State of:    California
Store No.:   __________

<TABLE>
<CAPTION>
<C>   <S>                                                                      <C>
  1.  PREMISES                                                                  1

 1.1  The Premises and the Shopping Center                                      1
 1.2  Ground Floor Area of the Premises, the Building and the Shopping Center   1
 1.3  The Declaration                                                           2
 1.4  Acceptance of Premises by Tenant                                          3

  2.  TERM                                                                      4

 2.1  Lease Term                                                                4
 2.2  Options to Extend Term                                                    4

  3.  IMPROVEMENTS TO THE PREMISES                                              4

 3.1  Landlord's Improvements                                                   4
 3.2  Tenant's Improvements                                                     5

  4.  RENT AND RENT COMMENCEMENT DATE                                           5

 4.1  Rent Commencement Date                                                    5
 4.2  Minimum Rent                                                              6
 4.3  Lease Year Defined                                                        6

  5.  COMMON AREA                                                               7

 5.1  Definition of Common Area                                                 7
 5.2  Tenant's Rights in the Common Area                                        7
 5.3  Landlord's Common Area Responsibilities                                   8
 5.4  Common Area Expenses                                                     10
 5.5  Right of Substitution                                                    12
 5.6  REAs                                                                     12

  6.  REAL PROPERTY TAXES                                                      13

 6.1  Payment by Landlord                                                      13
 6.2  Reimbursement by Tenant                                                  13
 6.3  Time of Reimbursement                                                    13
 6.4  Bonded Assessments                                                       14
 6.5  Right to Contest                                                         14
 6.6  Limitation                                                               14

  7.  INSURANCE                                                                15

 7.1  Property Insurance                                                       15
 7.2  Liability Insurance                                                      16
 7.3  Tenant's Additional Insurance                                            17
 7.4  Rating                                                                   17
 7.5  Waiver of Subrogation                                                    17
 7.6  Blanket Policies                                                         17
 7.7  Tenant's Indemnity                                                       17
 7.8  Landlord's Indemnity                                                     17



                                      -77-
<PAGE>
  8.  USE                                                                      18

 8.1  Use of Premises                                                          18
 8.2  Restrictions on Landlord's Use                                           19
 8.3  Compliance with Laws                                                     20

  9.  UTILITIES                                                                21

 10.  MAINTENANCE, REPAIRS AND ALTERATIONS                                     22

10.1  Obligations of Tenant                                                    22
10.2  Warranty of Landlord                                                     22
10.3  Obligations of Landlord                                                  22
10.4  Installations                                                            24
10.5  Alterations                                                              24
10.6  Hazardous Materials                                                      24

 11.  SIGNS                                                                    28

 12.  DAMAGE TO THE PREMISES; SHOPPING CENTER                                  29

12.1  Repair and Restoration                                                   29
12.2  Last Twelve Months Exception                                             31
12.3  Uninsured Casualty Exceptions                                            31
12.4  "Replacement Cost" Defined                                               33

 13.  LIENS                                                                    33

 14.  RIGHTS OF ACCESS                                                         33

14.1  By Tenant                                                                33
14.2  By Landlord                                                              33

 15.  ASSIGNMENT AND SUBLETTING                                                34

 16.  EMINENT DOMAIN                                                           35

16.1  Taking Defined                                                           35
16.2  Substantial Taking                                                       35
16.3  Partial Taking                                                           35
16.4  Temporary Taking                                                         35
16.5  Repair, Restoration, Rebuilding                                          36
16.6  Notices; Compensable Interests                                           37

 17.  TENANT'S DEFAULT                                                         37

 18.  LANDLORD'S DEFAULT                                                       39

 19.  ESTOPPEL CERTIFICATES                                                    40

 20.  SUBORDINATION AND NONDISTURBANCE                                         40

 21.  END OF TERM                                                              41

 22.  LANDLORD'S WARRANTY OF TITLE; QUIET POSSESSION                           41

 23.  BROKERAGE                                                                42

 24.  FORCE MAJEJRE                                                            42

 25.  LEASE MEMORANDUM                                                         42

 26.  ATTORNEYS' FEES                                                          42

 27.  NOTICES                                                                  42


                                      -78-
<PAGE>
 28.  SUCCESSORS                                                               43

 29.  INTERPRETATION                                                           43

 30.  RELATIONSHIP OF PARTIES                                                  43

 31.  ARBITRATION                                                              44

 32.  ENTIRE AGREEMENT                                                         44

 33.  OFFER TO LEASE                                                           44

 34.  AUTHORITY                                                                44

 35.  HOLDING OVER                                                             44

 36.  ANNOUNCEMENTS                                                            45

 37.  INTEREST ON DELINQUENT AMOUNTS                                           45

 38.  NO WAIVER                                                                45

 39.  NOTICE OF SALE                                                           45

 40.  OTHER BUILDING SPACE                                                     46
</TABLE>


EXHIBIT A    LEGAL  DESCRIPTION  OF  SHOPPING  CENTER

EXHIBIT B    SITE  PLAN  OF  SHOPPING  CENTER

EXHIBIT C    LANDLORD'S  WORK


                                      -79-
<PAGE>