<PAGE>
 
                         SONY YBG ENTERTAINMENT CENTER


                             TENANT WORK AGREEMENT
<PAGE>
 
                         SONY YBG ENTERTAINMENT CENTER

                             TENANT WORK AGREEMENT

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
 
                                                                                 PAGE
                                                                                 ----
<S>                                                                              <C>
I.     INTRODUCTION.............................................................    1

II.    CREATIVE CONCEPT STATEMENT...............................................    1

III.   PROJECT DESCRIPTION......................................................    1
            THE SITE............................................................    1
            THE BUILDING........................................................    1

IV.    DEFINITIONS..............................................................    1

I.     ITEMS PROVIDED BY LANDLORD...............................................    2
       A.   BUILDING............................................................    2
       B.   COMMON INTERIOR AREAS...............................................    2
       C.   PUBLIC TOILET FACILITIES............................................    2
       D.   EXTERIOR STOREFRONTS................................................    2
       E.   NON-COMMON DEMISING PARTITIONS......................................    2
       F.   FLOOR SLAB..........................................................    2
       G.   COLUMNS.............................................................    2
       H.   ELECTRICAL SERVICE..................................................    2
       I.   FIRE ALARM AND LIFE SAFETY..........................................    3
       J.   TELEPHONE...........................................................    3
       K.   PLUMBING............................................................    3
            1.   Retail Tenants.................................................    3
            2.   Restaurant Tenants.............................................    3
       L.   FIRE PROTECTION SPRINKLER SYSTEM....................................    3
       M.   HVAC................................................................    3
       N.   GAS (RESTAURANT TENANTS ONLY).......................................    3
       O.   CATV SERVICE........................................................    3
       P.   BUILDING WIDE PUBLIC ADDRESS SYSTEM.................................    3

II.    CODE AND GENERAL BUILDING INFORMATION....................................    3
       A.   SAN FRANCISCO CITY DEPARTMENTS......................................    3
       B.   APPLICABLE CODES....................................................    4
       C.   CONSTRUCTION:.......................................................    4
       D.   OCCUPANCY:..........................................................    4

III.   DESIGN CRITERIA..........................................................    5
       A.   EXISTING CONDITIONS.................................................    5
       B.   VISUAL MERCHANDISING................................................    5
       C.   TENANT FRONTAGE DESIGN CRITERIA.....................................    5
            1.   GENERAL TENANT FRONTAGE CRITERIA...............................    5
            2.   EXTERIOR TENANT FRONTAGES......................................    7
       D.   GENERAL GRAPHIC DESIGN CRITERIA.....................................    7
            1.   SUGGESTED SIGN TYPES...........................................    7
            2.   GUIDELINES.....................................................    7
            3.   EXTERIOR TENANT FRONTAGE SIGN CRITERIA.........................    8
       E.   DEMISING PARTITIONS.................................................    8
       F.   INTERIOR PARTITIONS.................................................    9
       G.   CEILINGS............................................................    9
       H.   FLOORING............................................................    9
       I.   STRUCTURAL DESIGN GUIDELINES........................................    9
       J.   MECHANICAL DESIGN GUIDELINES........................................    9
            1.   Documentation..................................................   10
            2.   HVAC Calculations..............................................   10
            3.   Outdoor Design Conditions......................................   10
            4.   Indoor Design Conditions.......................................   10
            5.   Landlord System Design.........................................   10
            6.   Exhaust Requirements...........................................   11
            7.   General Provisions.............................................   11
            8.   Access Requirements............................................   11
            9.   Roof or Grade-Mounted Equipment................................   12
            10.  Insulation.....................................................   12
</TABLE>

                                       i
<PAGE>
 
<TABLE>
<S>                                                                                <C>
       K.   PLUMBING.............................................................. 12
            1.   Domestic Water................................................... 12
            2.   Sanitary Waste................................................... 12
            3.   Sanitary Vent.................................................... 13
            4.   Grease Waste..................................................... 13
            5.   Natural Gas...................................................... 13
            6.   Testing.......................................................... 13
       L.   FIRE PROTECTION....................................................... 13
       M.   HVAC EQUIPMENT........................................................ 13
            1.   VAV Boxes........................................................ 13
            2.   Supplemental HVAC................................................ 14
       N.   AIR DISTRIBUTION...................................................... 14
            1.   Primary Air Ductwork............................................. 14
            2.   Secondary Air Ductwork........................................... 14
            3.   Return Air....................................................... 15
            4.   Kitchen Exhaust.................................................. 15
       O.   TEMPERATURE CONTROL................................................... 15
            1.   Supplemental HVAC................................................ 15
       P.   ELECTRICAL DESIGN GUIDELINES.......................................... 16
            1.   Documentation.................................................... 16
            2.   Service Entrance and Metering.................................... 16
            3.   Maximum Service Sizes............................................ 16
            4.   Balance.......................................................... 16
            5.   Short Circuit Current............................................ 16
            6.   Grounding........................................................ 16
            7.   General Provisions............................................... 16
            8.   Existing Installations........................................... 17
       Q.   LIGHTING AND POWER.................................................... 17
            1.   Wires, Cables and Conduit........................................ 17
            2.   Circuit and Motor Disconnects.................................... 17
            3.   Transformers..................................................... 17
            4.   Distribution..................................................... 17
            5.   Lighting and Receptacle Panels................................... 17
            6.   Illumination..................................................... 18
       R.   LIFE SAFETY SYSTEMS................................................... 18
       S.   TELECOMMUNICATIONS.................................................... 18
       T.   SECURITY SYSTEM....................................................... 18
       U.   ACOUSTICAL CRITERIA................................................... 18

IV.    TENANT DESIGN SUBMITTAL AND REVIEW......................................... 18
       A.   SELECTION OF TENANT'S ARCHITECT....................................... 18
       B.   DOCUMENTATION PHASES.................................................. 19
            1.   Concept Development.............................................. 19
            2.   Schematic Design................................................. 19
            3.   Design Development............................................... 19
            4.   Construction Documents........................................... 19
       C.   DESIGN REVIEWS........................................................ 19
            1.   Concept Development Review-...................................... 20
            2.   Schematic Design Review-......................................... 20
            3.   Design Development and Construction Documents Review............. 20
       D.   DESIGN DELIVERABLES................................................... 20
            1.   Deliverables-Concept Development................................. 21
            2.   Deliverables-Schematic Design.................................... 21
            3.   Deliverables - Design Development (30% Construction Documents)... 23
            4.   Deliverables - 100% Construction Documents....................... 25
            5.   Final Review..................................................... 26
       E.   CHECKING.............................................................. 26
       F.   DESIGN DOCUMENT CONTROL AND MANAGEMENT TERMINOLOGY.................... 26
            1.   Original Release................................................. 26
            2.   Bulletin......................................................... 26
            3.   Conforming Bulletin.............................................. 26
            4.   Addendum......................................................... 27
       G.   RELEASE PROCEDURES.................................................... 27
            1.   Original Release................................................. 27
            2.   Bulletin Releases................................................ 27
            3.   Conforming Bulletins............................................. 27
</TABLE>

                                      ii
<PAGE>
 
<TABLE>
<S>                                                                                <C>
V.     TENANT IMPROVEMENT CONSTRUCTION............................................ 28
       A.   TENANT'S RESPONSIBILITIES............................................. 28
       B.   SELECTION OF TENANT'S GENERAL CONTRACTOR.............................. 28
       C.   PERMITS............................................................... 28
       D.   PREREQUISITES TO TENANT'S CONSTRUCTION................................ 29
       E.   TENANT'S PROJECT MANAGEMENT........................................... 29
       F.   SAFETY................................................................ 30
       G.   COORDINATION AND COOPERATION.......................................... 31
       H.   PROTECTION OF WORK AND PROPERTY; RESPONSIBILITY FOR LOSS.............. 31
       I.   TEMPORARY FACILITIES/CLEANUP.......................................... 31
       J.   BARRICADES/SITE PROTECTION............................................ 32
       K.   ACCESS TO ROOF........................................................ 33
       L.   ELEVATORS/ESCALATORS.................................................. 33
       M.   FIRE PREVENTION....................................................... 33
       N.   UTILITIES............................................................. 33
       O.   DAMAGE TO WORK/DISPUTES............................................... 34
       P.   LIENS................................................................. 34
       Q.   WALK-THROUGH.......................................................... 34
       R.   INSPECTION AND ACCEPTANCE............................................. 34
       S.   LANDLORD'S PRIOR RIGHTS............................................... 34
       T.   CERTIFICATE OF OCCUPANCY.............................................. 35
       U.   VIOLATIONS............................................................ 35
       V.   WARRANTIES............................................................ 35
       W.   BOND.................................................................. 35
       X.   LANDLORD'S RIGHT TO PERFORM WORK...................................... 35
       Y.   LANDLORD'S SCOPE OF WORK.............................................. 35
</TABLE>

                                      iii
<PAGE>
 
I.   INTRODUCTION

     This Criteria is offered to assist Tenants in the design, construction and
operation of their space within the Sony Yerba Buena Gardens Entertainment
Center.  It means to encourage freedom of individual expression and set forth a
common point of departure for all Tenants.

     Each Tenant is expected to become familiar with the intent, scope,
requirements and details of this Tenant Work Agreement and develop their design
to ensure compatibility and compliance with these criteria, as well as with the
established style and character of The Center.

     Tenants and their architects and engineers are encouraged to discuss
specific design concepts or questions regarding this document with Landlord
prior to beginning design work.

     Unless specifically stated otherwise herein, all design and construction
activities for Tenant Improvements shall be provided at Tenant's sole expense.

II.  CREATIVE CONCEPT STATEMENT

     YBG Entertainment Center in San Francisco is an urban complex featuring the
best of Sony creativity and technology brought together to provide visitors with
a variety of exciting interactive, live and multi-media events. YBG
Entertainment Center is designed to be an integral part of the city of San
Francisco, a good neighbor in one of the most distinctive and "neighborly"
cities in the world.  This is a one-of-a-kind entertainment venue, featuring
innovative retail opportunities and the finest in dining experiences, fifteen
state of the art motion picture theatres and a Sony 3-D Imax Theatre.

III. PROJECT DESCRIPTION

     THE SITE
     --------

     The Yerba Buena Center is located in San Francisco's South of Market
neighborhood adjacent to the Moscone Convention Center, the San Francisco Museum
of Modern Art, and the Yerba Buena Center for the Arts.  It is situated on the
west side of Yerba Buena Gardens, and fronts Mission Street to the north, Fourth
Street to the west and Howard Street to the south.  The Center opens up to the
Yerba Buena Gardens Esplanade on the east.

     The Center includes a 15-screen Sony Theatres motion picture theatre
complex, a 3-D IMAX theatre, attractions utilizing high technology, venues for
live performances, family entertainment, restaurants and retail outlets.

     THE BUILDING
     ------------

     The Sony Entertainment Center Building is a 350,000 square foot complex
within a mixed use development in Yerba Buena Gardens.  The building is a 4-
story, steel-framed structure with glass and metal cladding.  The approximately
20' floor-to-floor height provide room for running building systems piping and
equipment in the ceiling space, while allowing space for creative displays,
merchandising and elements on the floor.

     The Building's interior is envisioned to remain open, allowing the spaces
to be seamless, connected and interactive.

IV.  DEFINITIONS

     .    All words herein shall be afforded their common industry usage unless
defined in the Lease Agreement or this Tenant Work Agreement Exhibit.  The Lease
Agreement and this Tenant Work Agreement Exhibit are meant to be read and
applied in harmony; provided however, in the event of a conflict, the Lease
Agreement shall prevail.

     .    "Landlord's Representative" shall refer to the Landlord's Project
Manager or his designated representative unless expressly specified otherwise.

     .    "Base Building" shall mean the Yerba Buena Center in which the
Premises is located.

     .    "Landlord's Construction Documents" are Landlord provided Base
Building construction drawings, specifications, documents, etc, collectively.

     .    "Tenant Improvements" are collectively the Tenant's design,
construction, finishes and all other work by the Tenant in the Premises, as well
as any other work required to complete the Tenant's work in the Premises.

     .    "Tenant Design Documents" are collectively Tenant's drawings,
specifications and other design documents.
<PAGE>
 
     .    Wherever a requirement or affirmative duty is expressed herein with
the use of the word "shall" or "must", or regarding a responsibility or item of
work or expense, said duty, responsibility, item of work or expense is the
Tenant's responsibility unless clearly expressed to the contrary.

     .    "Project" as used in the Exhibit shall refer to the Tenant's entire
effort of designing, managing and constructing the Tenant Improvements.

     .    "Tenant's Project Team" shall refer to all persons, consultants, etc.,
employed by or engaged by the Tenant to complete the Project.

     .    "Tenant's Contractor" shall refer to each and every contractor engaged
by the Tenant to complete the Tenant Improvements and the Tenant work for the
Project.  Any duty imposed on the Tenant and/or the Tenant's Contractor
regarding work in or for the Base Building shall apply in equal force to each of
their consultants and subcontractors.

     .    Landlord's "approval" or "consent" as used herein shall mean written
approval or consent from Landlord's Project Manager or his designated
representative; provided, however, Landlord's approval of any document required
herein to be submitted by the Tenant for the Landlord's approval shall signify
only that the Tenant's submittal meets the limited purpose of satisfying the
Tenant's obligation hereunder, relative to that submission only.  In no way does
Landlord's approval indicate compliance with applicable laws, codes, standards
or regulations.

     .    "Notice" when used herein shall mean written notice pursuant to terms
of the Lease Agreement executed by the Landlord and Tenant.

     .    "Lease Line" and "Gross Leasable Area", as used herein, shall derive
their meaning from the Lease Agreement and the Landlord's Construction
Documents.

I.   ITEMS PROVIDED BY LANDLORD

     The following is either existing (as is) within the Base Building, or will
be provided by the Landlord at the Landlord's expense in accordance with the
Landlord's Construction Documents, and constitutes the Landlord's complete
responsibility with regard to the construction of the Premises and the Center.

     A.   BUILDING

          A steel framed building including service areas and corridors.

     B.   COMMON INTERIOR AREAS

          Common interior areas complete with finished floors and ceilings,
stairs, escalators and elevators, lighting, heating and air conditioning,
skylights, landscaping, furnishings, sprinkler system, public entrances and
exits.

     C.   PUBLIC TOILET FACILITIES

          Public toilet facilities, accessible to the handicapped.

     D.   EXTERIOR STOREFRONTS

          All exterior storefronts and window walls.

     E.   NON-COMMON DEMISING PARTITIONS

          Where a demising partition of the Tenant's Premises is adjacent to a
service corridor or other Landlord-related facility, and is not an exterior
wall, the Landlord will provide a demising partition from floor slab to
underside of structure above with 6"x 18 gauge ( or heavier gauge as required)
steel stud construction at 16" on center, complete with drywall on the corridor
side of the wall only.

     F.   FLOOR SLAB

          The Base Building structural floor deck within the Tenant's Premises
as shown on the Base Building plans.

     G.   COLUMNS

          Spray on fireproofed structural steel columns occurring within the
Tenant's Premises, as shown on the Tenant Lease Plan.

     H.   ELECTRICAL SERVICE

          Single and three phase services are available from points of
connections within designated electrical equipment rooms (EER's) on each floor.

                                       2
<PAGE>
 
     I.   FIRE ALARM AND LIFE SAFETY

          Fire and life safety system points of connection for each Tenant at a
designated Satellite Electronic Equipment Room (SEER).

     J.   TELEPHONE

          Telephone system point of connection for each Tenant at a designated
Satellite Electronic Equipment Room.

     K.   PLUMBING

          1.   Retail Tenants

               Domestic water and sanitary sewer rough-in are not provided for
typical retail spaces.

          2.   Restaurant Tenants

               Restaurant Tenants shall be provided with gas service (for
cooking only).

               Domestic water line with gate valve and capped sanitary sewer
line shall be provided for Tenant's connection. The domestic water line will be
located overhead within the Tenant Lease Area and the sanitary sewer line will
be located below the Tenant Lease Area floor.

     L.   FIRE PROTECTION SPRINKLER SYSTEM

          A wet automatic fire sprinkler system with drops on swing-arms
distributed at code minimum throughout the unfinished space.

     M.   HVAC

          Packaged air handlers for use by Tenant spaces with provision for a
non-ducted, combination exhaust and return air system balanced to maintain zero
pressure differential.  All outside supply and return exhausted air connections
are made by the Base Building.

          Based on Landlord's approval and availability, CHW and HHW supply and
return lines (valved and capped) on each level of the Building, may be used by
Tenant for supplemental heating and cooling units (provided and installed by the
Tenant).

     N.   GAS (RESTAURANT TENANTS ONLY)

          Gas service (for cooking only) will be in predetermined Food Service
areas only.

     O.   CATV SERVICE

          Cable Television service is not presently available.

     P.   BUILDING WIDE PUBLIC ADDRESS SYSTEM

          Landlord will furnish and install, in the Tenant's space, a building
wide public address interface box.

          END OF ITEMS PROVIDED BY LANDLORD


II.  CODE AND GENERAL BUILDING INFORMATION

     A.   SAN FRANCISCO CITY DEPARTMENTS

          Building Department:
          --------------------

               San Francisco City & County Public Works Department
               Department of Building Inspection
               1660 Mission Street
               San Francisco, CA 94103
               558-6096

               Central Permits Bureau
               (415) 558-6070

               Commercial Tenant Improvements
               (415) 558-6086

                                       3
<PAGE>
 
          Health Department:
          ------------------

               San Francisco City & County Health Department
               101 Grove Street
               San Francisco, CA 94102
               (415) 554-2500

          Fire Department:
          ----------------

               San Francisco City & County Fire Department
               Fire Prevention Bureau
               260 Golden Gate Avenue
               San Francisco, CA 94102
               (415) 861-8000

          Plumbing Department:
          --------------------

               San Francisco City & County Public Works Department
               Department of Building Inspection
               Plumbing Division
               1660 Mission Street
               San Francisco, CA 94103
               (415) 558-6054

          Electrical Inspection:
          ----------------------

               City & County of San Francisco Public Works Department
               Department of Building Inspection
               Electrical Division
               1660 Mission Street
               San Francisco, CA 94103
               (415) 558-6030

          The following is provided as a general guide only and does not release
the Tenant from its obligation to comply with all applicable codes and
regulations as interpreted by the regulating authorities. Landlord is not
responsible for reviewing or interpreting code-related questions affecting the
design of individual tenant spaces.  The Tenant is responsible for ascertaining
and complying with the applicable codes and regulations governing its space.

     B.   APPLICABLE CODES

          The 1995 or Latest Edition of:
               San Francisco Building Code (SFBC)
               San Francisco Fire Code
               San Francisco Mechanical Code
               San Francisco Plumbing Code
               San Francisco Electrical Code
               San Francisco City and County Health Department Code
               California Title 24 Energy Conservation Code - California Statute
               California Accessibility Statutes and Regulations
               Americans with Disabilities Act (ADA)

     C.   CONSTRUCTION:

          Type I - Fire Resistive, Non-Combustible, Sprinklered

     D.   OCCUPANCY:

          Occupancy Groups for each venue are noted below and are based on
assumed uses.  Tenant's proposal for different uses to that listed must have
approval by the Landlord.

<TABLE>
<CAPTION>
          Venue                                                  Occupancy Group
          -----                                                  ---------------
          <S>                                                    <C>  
          Gateway                                            
             North Entry/Passage                                 Group A-2.1
             Main Gateway Space                                  Group A-2.1
             Minna Street Passage                                Group A-2.1
             Sony Theatres Ticketing                             Group A-2.1
             Gateway Retail                                      Group M
             Environmental Retail                                Group M
             Sony On-line Studio                                 Group B/M
             Sony The Entertainment Store                        Group M
             Taste of San Francisco                              Group A-2.1
             South of Market Live                                Group A-2.1
</TABLE> 

                                       4
<PAGE>
 
<TABLE> 
             <S>                                                 <C> 
             Back of House                                       Group B
             The Music Club                                      Group A-2
               Bar Area                                          Group A-3
             Premiere Cafe and Kitchen                           Group A-2.1
             South Howard Street Lobby (Ground and 2nd Floor)    Group A-2.1
             Film and TV Retail                                  Group M
             The Microsoft Store (Media Retail)                  Group M
             Mammoth Institute of Technology (North Attraction)  Group A-2.1
             Open Reality Lab (Sony Playstation Lab)             Group M
             Sony's Mission Street Theatres                      Group A-2.1/A-2
             Where The Wild Things Are (Sendak)
               Lobby                                             Group M
               Creative Kids Store (Sendak Retail)               Group M
               In the Night Kitchen (Restaurant)                 Group A-2.1
               Wild Things Playspace                             Group A-2.1
</TABLE>

III.      DESIGN CRITERIA

          A.  EXISTING CONDITIONS

               Before preparing Tenant Construction Documents, the Tenant's
Project Team will be given 30 days to review and comment on the Landlord's
Construction Document and to identify any inconsistencies, errors or omissions
(collectively "inconsistencies"), and to confirm that the Landlord's
Construction Documents are adequate for the intended purpose. The Tenant's
failure to formally provide the Landlord notice of any such inconsistencies or
inadequacies within said 30 day period results in the Tenant waiving its right
to any such claim, and thereafter the Tenant agrees to indemnify and hold
Landlord harmless against any claim whatsoever based on any inconsistency,
defect or inadequacy in the Landlord's Construction Documents. Unless otherwise
noted, Tenant shall integrate and coordinate all existing conditions in the Base
Building Construction Drawings.

               Tenant's Project Team shall likewise inspect its space in the
Base Building prior to the start of construction of its Tenant Improvements. Any
adjustments or coordination to Tenant Improvement Documents arising from field
conditions being different than Landlord's Construction Documents, or other
building documents, shall be made by Tenant.

               Utility points of connection will be provided within designated
electrical rooms (ERs) and satellite electronic equipment rooms (SEERs).
Locations of these rooms, their sizes and utility systems are shown on the
Landlord's Construction Drawings provided to the Tenant.  It is the Tenant's
responsibility to extend these utilities as required to and within its space.

               No curtains, blinds, shades, screens or other similar objects
shall be attached to or used in connection with any window or door of the Leased
Premises without the prior written consent of Landlord. Doors, windows, glass
lights and any lights or skylights that reflect or admit light into the Common
Area or other places of the Center shall not be covered or obstructed and there
shall be no objects in the immediate vicinity of the windows. Tenant shall not
place anything against or near glass partitions or doors or windows which may
appear unsightly from outside the Leased Premises. Tenant shall not, without the
Landlord's prior written approval place anything or hang anything in or about
the Leased Premises which would adversely affect the appearance of the Center.

          B.   VISUAL MERCHANDISING

               Visual merchandising is a theatrical and informational
presentation of product, not only in storefront display but throughout the
store. Visually exciting displays with professionally executed graphics shall be
considered an integral part of the store planning process and an ongoing
management function.

               All sales fixtures and counters used in the Premises must be new
and must be constructed using first quality workmanship. All fixtures and
counters must be compatible with the decor of the store. Tenant shall submit all
merchandising plans with colored and detailed renderings of all proposed
displays for approval by the Landlord.

          C.   TENANT FRONTAGE DESIGN CRITERIA

               This criteria is to establish standards of quality and design to
ensure the compatibility of Tenant Frontages with the entire Center as well as
with adjacent venues.  It is the desire of the Landlord that, while maintaining
a high level of design quality, there be a continued diversity and individual
expression for each Tenant's Frontage.

               1.   GENERAL TENANT FRONTAGE CRITERIA

                    All Tenant Frontages shall be designed by Tenant to conform
to these criteria and Landlord's review and approval. The Landlord reserves the
right to reject any Tenant Improvement or portion thereof, visible from the
common area if, in the sole opinion of the Landlord, the design does not conform
to the design standards of The Center.

                                       5
<PAGE>
 
               a.   General Requirements
                    --------------------

                    All Tenant Frontage treatment must be full height and full
width, abutting Base Building elements as may occur, finished floor, and
Landlord's adjacent improvements as may occur, or to the underside of existing
structure as may be required.

               b.   Design Control Area
                    -------------------

                    The Design Control Area includes all display windows and
retail graphics, display fixtures, signs, materials, finishes, colors, and
lighting in front of the design control line, a line 4'0" inside the Lease Line
along the adjacent area. Glass enclosed fixed display pedestals or fixtures in
front of the store closure must be designed with materials and finishes
compatible with the Tenant Frontage. If a Tenant chooses to recess the store
closure behind the designated design control line, the Design Control Area will
be considered enlarged accordingly. The Tenant's Frontage may not project beyond
the Lease Line under any circumstances.

               c.   Store Closure
                    -------------

                    All Store Closures shall be sized according to Tenant's
Frontage Elevation(s). Due to smoke evacuation requirements, the closures are to
be integrally designed with reference to the Base Building smoke evacuation
system.

                    Closures are an integral part of the architectural design of
the Tenant space in both their open and closed positions and may be featured or
minimized according to the tenant's overall design statement.

               d.   Tenant Frontage and Entrances
                    -----------------------------

                    The level of the finished floor within the store entrance
area must correspond to the level of the Common Area finished floor at the Lease
Line to create a smooth transition.

                    At recessed tenant frontages, Landlord's floor finish from
the Lease Line shall be extended by the Tenant to the tenant frontage
construction line, threshold, or the center line of Tenant's closure.

                    Soffits, if any, shall be an integral part of the frontage
design.

                    Maximum Tenant Frontage transparency from the public area to
the lease space is required. Large areas of solid walls or visual obstructions
will not be permitted. A minimum of 60% of the Tenant's front shall be visually
                         -------                                               
transparent, i.e., a combination of open entryway and glass. Greater
transparency is encouraged. The open entryway can be the entire width of the
leased Premises.

                    A controlled transition between Landlord's and Tenant's
finishes shall be detailed and maintained in all regards.

               e.   Prohibited Tenant Frontage Materials
                    ------------------------------------

                    The use of the following materials on the Tenant Frontage is
strictly prohibited:

                    .    Pegboard, in any form
                    .    Vinyl or suede wall covering or wallpaper
                    .    Soft wood Tenant Frontages (i.e. rough sawn cedar)
                    .    Cork or cork tiles
                    .    Carpet or fabric

               f.   Planting Material
                    -----------------

                    Tenants may use living plants in their store and Tenant
Frontage areas, with approval from the Landlord, if in character with the Tenant
Improvement. Depressed or slab-level planting is not allowed. All plants
installed by the Tenant shall be properly maintained.

               g.   Lighting
                    --------

                    There shall be no direct glare from the store to the
adjacent area as a result of the Tenant's lighting in the Design Control Area.
Tenants shall provide a high level of illumination above the display areas and
store entrances. All showcases and display cases must be adequately lighted and
ventilated.

                    All lighting and illuminated signage in the Design Control
Area must be illuminated during the Center's normal operating hours and must be
controlled by a time clock connected to the Tenant's power supply.

                                       6
<PAGE>
 
                    h.   Tenant should use the sign criteria in this manual in
the development of its graphic design. Landlord reserves the right to design
Tenant's graphics if Tenant's design is judged unacceptable.

               2.   EXTERIOR TENANT FRONTAGES

                    All existing Exterior tenant frontages and entrances will be
maintained by the Landlord as may be required.  No changes or additions can be
made to exterior tenant frontages by Tenant.

          D.   GENERAL GRAPHIC DESIGN CRITERIA

               Creative, unique and high-quality graphics fully integrated into
the tenant frontage design are a minimum requirement for identity signing. The
entire tenant frontage shall be considered the sign field, and signing may occur
anywhere within the limits of the tenant frontage. Graphic designs and signage
shall be included as part of all design submittals, and the Landlord's review
shall be based on the cohesive integration and compatibility with the Tenant
Improvement in terms of composition, balance, color and graphic impact.

               Tenants are encouraged to use bold, daring and unique signing.
Combined with exposed neon and effective task lighting, such signing promotes
the Center's festive atmosphere.  Signing and graphics must be designed to be
easily read--up close and at a distance.  The use of brand name vendor-supplied
standard signs should be avoided; all graphics and signage shall be custom
fabricated.

               The Tenant is encouraged to attach graphic elements to the Tenant
Frontage extending beyond the Lease Line into the Common Area subject to the
following restrictions:

                    .    The graphic design should not focus on verbal identity,
but rather images or icons which express the essence of the Tenant. In addition,
because each Tenant's graphic will be viewed together with elements from the
adjacent tenants, the Landlord will carefully control the design of each
Tenant's graphic to ensure that the overall composition of the building is
appropriate and balanced.

                    .    Design data for all graphic elements must include
structural information and clearly show methods of support and attachments.

                    .    All graphic designs shall be reviewed by the Landlord's
structural engineer and Tenants must comply with the engineer's recommendations
accordingly.

                    .    All graphics shall be placed to ensure necessary and
appropriate pedestrian clearances.

<TABLE> 
<CAPTION> 
               1.   SUGGESTED SIGN TYPES
               <S>                                          <C>  
               Unusual cabinet-type signs with tenant       Edge-lit letters or forms
               frontage
 
               Gold or silver leaf on tenant frontage       Sandblasted or etched glass
               glass
 
               Open channel letters with exposed neon       Fiber optic
 
               Sandblasted back-lit mirror                  Pin-mounted halo-lit letters
 
               Internally illuminated reverse channel       Exposed neon
               letters
 
               Routed sign bank with push-through           Sandblasted wood
               letters

               Built-up acrylic (minimum                    Decorative paint on glass
               1-1/2" thick)
</TABLE>

               2.   GUIDELINES
 

                    a.   Tenant frontage identification signs shall be limited
to the Tenant's trade name as approved in the Lease or as otherwise approved in
writing by the Landlord. The Tenant may use a customary signature, hallmark,
crest, shield, logo or other established corporate insignia, and these shall be
included within the allowable sign area.

                    b.   Dimensional signs or artistically sculpted objects are
encouraged. Cut-metal, acrylic, fabric and other materials will be reviewed on
an individual basis.

                    c.   Multiple signs or graphic treatments will be allowed
for Tenants with multiple exposures to the Common Area.

                    d.   Secondary signs, advertisements, notices or decals
shall not be exhibited within or affixed to any part of the tenant frontage
unless previously approved in writing.

                                       7
<PAGE>
 
                    e.   All signs with a visible back shall be factory
finished. All fasteners shall be concealed. Supports and hanging devices shall
be of a quality material and finish.

                    f.   All electrical connections and equipment, such as
ballasts and transformers, must be concealed, with access from within the
Premises. No exposed neon crossovers, raceways, ballast boxes or transformers
will be permitted.

                    g.   Sign company names or decals shall be concealed.

                    h.   Maximum brightness allowed for tenant frontage
identification signs will be 100 foot-lamberts taken at the letter face.

                    i.   Sign illumination shall be automatically controlled.

               3.   EXTERIOR TENANT FRONTAGE SIGN CRITERIA

                    Given the requirements of the Redevelopment Agency for
exterior tenant frontages, the Tenant is not guaranteed exterior tenant signage.
The Landlord will carefully review the design of all proposed signing - size,
materials, colors, etc. Any materials or signage temporary in nature, or deemed
inappropriate by the Landlord, will not be permitted. The location of exterior
signage shall be determined by the Landlord.

                    a.   All exterior signage shall be designed, fabricated,
installed and maintained at the Tenant's expense.

                    b.   Placement of exterior graphics and signage shall be
confined to the transom panels over ground level store fronts as approved by the
San Francisco Redevelopment Agency.

                    c.   Signs on the transom panels must be of individual
letters and may be any one of the following:

                         .    Pin mounted metal letters
                         .    Reverse channel metal letters, back-lit
                         .    Surface mounted dimensional metal letters, non-
                              illuminated
                         .    Routed out letters, back-lit
                         .    Etched, sandblasted, or engraved letters
                         .    Applied gold and silver leaf

                    d.   Exterior letters and logos may project a maximum of 6"
beyond the building wall, when installed on the transom panel.  No sign
manufacturers' or installers' decals may be visible to the public.

                    e.   Exterior window walls may be used for primary or
secondary graphics. The following restrictions shall apply to show window
graphics:

                         .    All show window signage must be a minimum of 6"
                              from any edge.
                         .    Show window signage may not cover more than 1
                              square foot per lineal foot of lease width, if
                              transom lettering is not used; and no more than
                              1/2 square foot per foot of lease width if transom
                              lettering is used.
                         .    All graphics must be applied on the inside face of
                              the glass.
                         .    All neon or cold cathode signage must occur behind
                              glass, out of the public's reach.
                         .    All show window graphics will be subject to
                              Landlord's approval.

                    f.   Only the Tenant's approved store or business name (as
stated in the Lease) and logo may be used for exterior graphics and signage. No
advertising slogans, brand names, or product names may be added. Only
established logos will be permitted.

                    g.   Sign illumination shall be internal and self contained.
No animated, flashing, or intermittent lights, black lights, or strobe lights
will be permitted.

                    h.   All illuminated signs and display window lighting must
be automatically controlled.

          E.   DEMISING PARTITIONS

               Demising partitions between Tenant space shall consist in all
cases of 6"x 18 gauge (or heavier gauge as required) metal studs at 24" on
center.

               a.   Provide and install metal studs for all demising walls
relative to the Lease Line.

                                       8
<PAGE>
 
               b.   Provide the required gypsum wallboard on its side of the
demising wall all as required by Code for the designated fire rating of this
assembly.

               c.   Any and all penetrations in the demising wall must be
constructed so as to maintain the integrity of the required fire rating, if any.

          F.   INTERIOR PARTITIONS

               All framing shall be of non-combustible construction.  The use of
approved combustible trim and feature finish materials may require additional
fire sprinkler intensity. Combustible trim and feature material is not allowed
above the area of protection provided by the sprinkler heads.

          G.   CEILINGS

               The Tenant may use any ceiling conforming to code except that
standard 2'x 2' and 2'x 4' lay-in acoustical ceiling tiles may not be used in
any areas visible to the public. Examples of acceptable ceilings are: metal
linear, 2'x 2' tegular, concealed grid, drywall, and patterned 2'x 4' tiles.

               The Tenant shall provide access to all ductwork heaters, piping,
controls, or valves located within the Premises by means of an accessible
ceiling tile or flush access panels.

          H.   FLOORING

               The choice of flooring materials may be restricted due to
superimposed dead load constraints given in the structural guidelines which
follow.

               The top of structural deck at all areas of Level I is established
at minus 2" below final finished floor elevation. Floor assemblies at Level 1
locations which make up this difference shall be provided as part of the
Tenant's work.

               The top of structural deck at all upper levels cannot be recessed
to receive finish floor assemblies. All flooring at upper levels shall be
installed directly upon the structural deck. A smooth transition between
material and level changes shall be detailed and maintained as required.

          I.   STRUCTURAL DESIGN GUIDELINES

               Modifications to the Base Building structure shall not be
allowed.

Accumulated gravity loads of the Base Building and its Tenant Improvements must
be understood and controlled due to the unique relationship of this facility to
the existing structure on which it is placed.  Load criteria is generally
established as follows:

               a.   Typical floor assemblies

                    Construction dead load of base bldg               70 psf
                    Superimposed dead load of TI                      20 psf
                    Live load as given by occupancy classification

               b.   Ground floor

                    Superimposed dead load for 2" flooring            25 psf

               c.   Suspended Floors and roofs

                    Superimposed dead load for hung props              5 psf

               The values listed above are additive depending upon the Tenant's
location within the Base Building.  As the Tenant's design proceeds, it shall be
reviewed with the Landlord's structural engineer for conformance and possible
deviations within these guidelines.

          J.   MECHANICAL DESIGN GUIDELINES

               The Tenant shall be required to complete mechanical systems from
points of connection identified by the Landlord.

               The design, materials and installation shall conform to the best
current practice in the respective trades and shall be consistent with good
engineering practice, manufacturer's recommendations, industry technical
references and standards, and shall conform to all Title 24 energy conservation
requirements.

               The Tenant shall submit a written request to Landlord for
upgrades and/or deviations from specified utility capacities or minimum criteria
requirements. Upgrades shall be subject to availability. The cost for revising
any existing installation, shall be borne by the Tenant initiating the changes.

                                       9
<PAGE>
 
          Modifications to existing systems that are required to accommodate
Tenant Improvements shall be clearly defined in both the construction documents
and a written request for deviation. Modifications to existing Landlord systems
shall be performed by a contractor approved by the Landlord.

          1.   Documentation

          Calculations and documentation are required to validate design
requirements.  Information shall be sufficient to allow thorough analysis of the
design for all plumbing, fire protection and HVAC systems.

          2.   HVAC Calculations

          HVAC calculations shall utilize methods recommended by the ASHRAE
Fundamental Tenant Work Agreement (latest edition) and other ASHRAE
publications.

          3.   Outdoor Design Conditions

               Outdoor design shall be based on the ASHRAE data below and as
required by code:

               Summer:   Dry Bulb   2-1/2% design
                         Wet Bulb   2-1/2% design

               Winter:   Dry Bulb      99% design

          4.   Indoor Design Conditions

               Tenant space indoor design shall be for temperatures indicated
below or required by code:

               Summer:   75 FDB occupied
                         50 relative humidity

               Winter    68 FDB occupied
                         55 FDB unoccupied

          Heat gain calculations shall be based on the time of peak gain (month,
day & hour), considering coincident solar, thermal, and internal environmental
gains, full internal heat (all lights on) and full outside air requirements at
design conditions.  A block load shall be provided to determine the concurrent
peak requirement if the zone peak loads do not occur at the same time.  Heat
gains for all miscellaneous and process loads shall include an itemized
equipment list with a description of the item, quantity, connected load and
diversity factors used to determine peak load.

          Calculations shall be provided for peak airflow based on the space
sensible load.  Outside air plenum, portions of lighting and roof loads should
not be included in the space sensible load utilized to determine the peak CFM.

          The effect of heat removal exhaust systems shall be shown in the heat
gain calculations. Heat loss calculations shall be provided for both occupied
and unoccupied periods based on full heat loss and full outside air requirements
at design conditions.

          5.   Landlord System Design

          Packaged air handling units have been provided to meet the heating and
cooling needs of tenant spaces.  Typically, all zoning is to be done with VAV
boxes. Food Service Tenants shall utilize thermal exhaust for the primary source
of cooling with chilled air available for supplemental cooling.  Individual
package rooftop or split systems shall not be utilized.

If the Tenant has heating and cooling requirements beyond those provided by the
Base Building, the Tenant shall furnish and install a supplemental system that
is compatible with the design of the Base Building HVAC system. Additional
capacity in the chilled water loops may be available with Landlord's approval,
based on Tenant's requirements.

               System Design Parameters
               ------------------------

               Refer to Mechanical Schedules included in the Landlord's
Construction Documents.

               Minimum outdoor supply air requirements for retail occupancies
are provided through the Landlord packaged air handler units.

               The Landlord will operate the building HVAC system only during
normal published business hours. No provisions are made for 24-hour cooling or
heating operation.

                                      10
<PAGE>
 
          6.   Exhaust Requirements

          All general exhaust requirements have been provided via the Base
Building exhaust system.  The ceiling or open space is utilized as a plenum,
wherein 100% of the supply air is exhausted or re-circulated to maintain zero
pressure differential.  The minimum exhaust air requirements shall comply with
code and shall meet or exceed the following:

          Toilet rooms, locker rooms, etc., shall have a minimum of 20 air
changes per hour.  Spaces with internally generated odors and other contaminants
(for example, hair and nail salons, fabric shops, leather and pet shops, photo
processors, food preparation areas) shall have the greater of:

a)   4 FPM exhaust velocity through         b)  Sufficient exhaust volume to
     the cross section of the space  (or)       prevent the migration of odors
     open to the Common Area                    to adjacent areas.

          Such rooms must have an exhaust and filtration system installed which
removes odors and/or contaminants prior to introducing them into the return
air/exhaust system or they must be exhausted to the exterior of the building.
Location and routing of exhaust duct shall be coordinated with the Landlord.

          Kitchen hoods shall be exhausted per the equipment manufacturer's
recommendations. Exhausts shall be sized to remove the average internal heat
gain.

          As applicable, Tenant shall furnish and install a toilet room exhaust
fan(s) with back draft damper(s).  The fan(s) shall be connected to the
Landlord's master toilet exhaust system at ceiling level, and operate whenever
the switch light is turned on in the toilet room(s).

          Balance Requirements
          --------------------

          Balance requirements for Tenant systems necessitate that the air
pressure differential between adjacent spaces shall be neutral.  A negative
pressure relative to the adjacent spaces shall be maintained in the areas
requiring exhaust systems as previously described.

          The Tenant shall employ a contractor approved by the Landlord to
balance systems to design specifications.  All balancing work shall be scheduled
through the Landlord's Project Manager.

          7.   General Provisions

               Design all piping and ductwork to present a neat and orderly
appearance, running lines parallel with building structural grid or walls.  Keep
piping and ductwork free from contact with adjacent surfaces to prevent noise
transmission.  Systems should be designed to accommodate thermal expansion.

               Locate all above floor piping, ductwork, equipment, etc., in the
joist space or adjacent to the bottom of joists and beams. Clear heights must be
held at a maximum so that mezzanines or other architectural features, electrical
or mechanical systems and stacked storage can be accommodated.

               Piping and ductwork shall be concealed in walls, above ceilings,
or, if left exposed, it shall be located out of public reach finished to blend
with surrounding surfaces. Pressure piping shall be above grade and accessible.
All penetrations shall be sleeved and fire stopped as required. NOTE: The
Contractor shall avoid penetrating the acoustical envelope that surrounds the
Theatres on Level 3 and 3M.

               All mechanical systems shall be designed and installed so that
access through other Tenant spaces or Common Area is not required. Routing to
remote system components that require access through other Tenant spaces or the
Common Area shall be coordinated with the Landlord's Project Manager prior to
the start of construction. Labels, no farther than twenty feet apart, shall be
provided to identify component, Tenant name, and space number.

          8.   Access Requirements

               All components and equipment shall be provided with adequate
access for periodic inspection, service and replacement. This requirement
applies to both Tenant and Landlord systems within the space and may require
access through a Tenant space.

               Technical Guidelines
               --------------------

               A 24"x 24" minimum size wall or ceiling access door or panel
shall be provided for all valves, clean outs, dampers, controls, devices, etc.
Panels shall be hinged and latched. Nailed or screwed attachment is not
acceptable. Knockout panels, removable ceilings or wall sections shall be
provided for removal or service of equipment larger than allowed by a 24"x 24"
access size.

               All access panels shall be provided with engraved, adhesive or
stenciled labels identifying the equipment, valves, etc., requiring access.
Label acoustical ceiling grid to indicate where tiles should be removed for
access to equipment.  All valves, dampers, controls, etc. shall be marked by
tying a piece of "caution tape" to the valve or damper, in order to facilitate
locating the valves or dampers.

                                      11
<PAGE>
 
               Provide the minimum clearance recommended by the equipment
manufacturer at all service points.

               The Tenant shall demonstrate accessibility of all components to
the Landlord's Project Manager prior to occupancy. This information should also
be reflected on the Shop Drawing submittals.

               Existing Installations
               ----------------------

               Reuse of all or part of existing installations is subject to the
field verification of the capacity and condition of the components. Construction
documents shall provide minimum performance parameters, refurbishing
specifications and establish a verification procedure requiring a written
report. This report shall detail inspection and service performed, repairs,
additional recommendations, and performance test results including balancing
data. Copies shall be submitted to Landlord for approval.

          9.   Roof or Grade-Mounted Equipment

               No mechanical equipment may be installed on the roof or on grade.

          10.  Insulation

               Insulation shall be required on all surfaces to retard
undesirable heat transfer and to prevent condensation. Above ground plastic
drainage piping, where allowed, shall be insulated for sound control. All
insulation jackets, adhesives, sealers and coatings shall be noncombustible and
shall be continuous through walls, floors, partitions and sleeves. Tests,
inspections and surface cleanings shall be completed prior to insulation being
applied. Where Tenant insulation extends from an existing Landlord component,
the R-value, vapor barrier and jacketing material shall match the existing
installation.

          K.   PLUMBING

               The Tenant is responsible for the installation of plumbing
systems for its space. Point of connections to the Base Building systems must be
confirmed on the Tenant Improvement Documents. A requirement must be noted on
the Construction Documents to schedule connection to Base Building mains.

               Plumbing shall not be installed in the demising walls of a space.
Piping exposed to freezing ambient conditions shall be heat traced and
insulated.  PVC piping shall be limited to code allowable installations.  All
piping systems shall be pressure tested.

               1.   Domestic Water

                    A domestic water point of connection is available at
designated locations. A shutoff valve is required at the point of connection, if
none exists.

                    Domestic water is supplied at the pressure available from
utility minus piping pressure losses to the point of connection. Tenants
requiring specific pressures should test the available pressure and install
regulators or booster pump systems to meet their needs.

                    Technical Guidelines
                    --------------------

                    Provide isolation valves for all fixtures, equipment or
installations exposed to ambient conditions.

                    Backflow preventers shall be installed where equipment,
fountains, soda dispensers, etc., are directly connected to the domestic water
system.

                    Water hammer arrestors shall be installed where required for
fixture protection.

                    Electric water heaters may be instantaneous or storage tank
type. Tank type heaters shall be installed in a four-inch deep overflow pan. Pan
and water heater relief shall be piped to the nearest drain.

                    Food service Tenants and high demand water users shall
provide a domestic water check meter with remote reader.

                    Domestic water piping shall be Type "L" hard drawn copper
pipe and fittings. Condensate drain piping shall be Type "M" hard drawn copper
pipe and fittings.

               2.   Sanitary Waste

                    Connection to the Base Building sanitary waste system is
available at Landlord designated locations.

                    Garbage disposals are not permitted, unless approved in
writing by the Landlord.

                    Technical Guidelines
                    --------------------

                                      12
<PAGE>
 
               A minimum of one full line size cleanout shall be provided in
each Tenant space. Cleanout shall be floor or wall type accessible from within
the Tenant's space. Under-floor piping shall be configured to utilize a four-
inch waste main, where possible.

               Hair and/or solids interceptors must be installed to prevent
waste from entering the sanitary waste system.

          3.   Sanitary Vent

               A master vent system connection is available at Landlord
designated locations.

          4.   Grease Waste

               Code-approved grease interceptors must be installed to prevent
grease-laden waste from entering the sanitary waste system. Interceptors located
within a space must be surface-mounted above the floor. Grease interceptors
outside the Premises must be approved by the Landlord.

               A master grease waste system and common grease inceptor has been
provided for the Taste of San Francisco.  A connection is available at
designated locations.

          5.   Natural Gas

               Natural gas service is available for pre-designated food service
areas only. Service for individual retails spaces is not available. No Tenants
shall be allowed to use gas for domestic water heaters. The Tenant shall be
responsible for coordinating available capacity, pressure, service connection,
etc., with the Landlord. Separate metering shall not be available from PG&E.

               Technical Guidelines
               --------------------

               Gas piping shall be schedule 40 black steel and may utilize screw
fittings for low pressure service up to two-inches in size where code allows.
All high pressure or low pressure piping (2-1/2" and larger) shall utilize all
welded fittings.

               All piping shall be finished with a rust inhibitive primer, color
coded finish and identification labels.

               The gas service from the meter room shall be low pressure and all
piping located within concealed areas shall be sleeved and vented.

          6.   Testing

               Domestic Hot & Cold Water Lines - Test in accordance with the UPC
and SF Plumbing Codes.

               Sanitary waste and vent piping, natural gas and storm drain 
lines -Test in accordance with the UPC and SF Plumbing Codes.

               Apply tests for a minimum period of four (4) hours, or until
tests are complete. Tests need to be witnessed and signed off by a
representative of the Landlord.

     L.   FIRE PROTECTION

          The Base Building provides a wet automatic fire sprinkler system with
drops on swing-arms distributed at code minimum throughout the unfinished space.
Integrate sprinkler distribution with final design of spaces and ceilingscape,
and augment heads as required for proper coverage.

          All systems shall be charged and operational when the Contractor is
not on the Premises or a fire watch shall be posted by the Tenant.  Schedule all
work with the Landlord's Project Manager.

          Provide freeze protection for areas exposed to freezing conditions.

     M.   HVAC EQUIPMENT

          The Tenant is responsible for the installation of heating and cooling
equipment to complete the variable air volume system for the Premises and/or
provide supplemental equipment for specific merchandising needs.

          1.   VAV Boxes

               VAV boxes shall utilize DDC controls consistent with the Base
Building BMS. Provide specifications for VAV boxes on the Construction
Documents. Include manufacturer data, control specifications, minimum and
maximum setpoints, and fan setpoint and heating coil information (where
applicable). Minimum primary air setpoint shall be zero CFM unless otherwise
directed by Landlord. 

                                      13
<PAGE>
 
Maximum primary air setpoint shall be scheduled as the quantity required to
offset the space sensible load shown in the heat gain calculations.

          2.   Supplemental HVAC

               Supplemental HVAC equipment can be installed only with the
Landlord's written approval. The use of supplemental equipment will be limited
to merchandising needs that require 24-hour operation, temperature or humidity
control beyond that available from the Base Building system.

               Technical Guidelines
               --------------------

               Use of reheat coils shall be confirmed with the Landlord relative
to Base Building systems.

               All systems shall be provided with two-inch high efficiency
filters, compressor protection timers, and factory mixing box (where available).

               Condensate drain piping shall be pitched a minimum of 1/4" per
foot away from the drain pan and incorporate a properly designed trap as
recommended by coil manufacturer to prevent air pockets, intake or loss. All
condensate drains shall terminate in a code approved building waste system.

     N.   AIR DISTRIBUTION

          All air distribution systems shall be designed, constructed and
installed as recommended by ASHRAE and SMACNA and in compliance with Title 24
standards.  Systems shall be designed and components selected such that ductwork
external to the building will not be required.

          All ducts, diffusers, grilles, registers, etc., shall be protected to
maintain the rating of the construction in which they are installed or pass
through.

          All ductwork shall be shop fabricated galvanized steel sealed for low
leakage.  Flexible connections shall be utilized at all equipment with moving or
rotating components. Temporary filters shall be utilized for units operating
during construction.  Upon completion of construction, a filter change must be
performed.

          No Tenant ductwork shall be attached to the Landlord's ductwork,
sprinklers, plumbing lines, conduits, or their support, but must be
independently support from the Base Building structure.

          Display windows must be ventilated to remove the lighting heat gain.
All air distribution devices and systems shall be selected for a maximum noise
criteria level of NC35.

          1.   Primary Air Ductwork

               The Tenant is responsible for tapping and extending the primary
air ductwork from the Landlord-supplied Tenant supply main to the VAV box.
Ductwork upstream of the VAV box shall be constructed to a four-inch pressure
classification. Utilize rigid duct only. No flexible ductwork may be utilized
upstream of the VAV box.

               Ductwork shall be configured to provide a minimum of four
equivalent diameters of straight run directly upstream of the VAV box inlet.

          2.   Secondary Air Ductwork

               Ductwork downstream of the VAV box shall be constructed to a two-
inch classification. The air distribution system shall provide adequate air
motion to all portions of the demised space. All conditioned areas shall have
even temperature distribution without excessive air motion. Supply air shall be
distributed from lowest ceiling elevation.

               Technical Guidelines
               --------------------

               Linear, slot or louvered face diffusers may be utilized for
supply air. Perforated face diffusers are not acceptable. Air diffusers,
registers, and grilles shall be factory finished. Mounting frames shall be
provided to facilitate removal.

               Ductwork shall be sized for a maximum friction loss of 0.10
inches of water column per 100 feet of duct at design airflow. Branch duct
runouts shall include a balancing damper. Balancing dampers shall be installed
at all supply diffusers.

               All exposed ductwork shall be rigid construction. Flexible duct
may be used only for concealed, low pressure runouts to individual diffusers. A
flexible duct runout shall not exceed five feet in length.

                                      14
<PAGE>
 
          3.   Return Air

               The ceiling cavity will be utilized as a return air plenum.
Return air registers shall be located at the highest ceiling elevation to
eliminate heat buildup.

               Technical Guidelines.

               Registers shall be sized for the space supply air capacity plus
an additional 50 CFM per lineal foot of storefront to accommodate return air for
the Common Area. Maximum velocity through registers shall be 400 FPM.

               A 16 square foot free area (minimum) return air transfer opening
shall be provided in each demising wall shared with an adjacent Tenant. Where
the demising wall is a smoke zone separation, no opening is permitted.

               Transfer ducts with a free area equivalent to the required
openings must be provided between openings where no ceilings are installed to
maintain the integrity of the return air system.

               Cooking areas and kitchens shall be isolated from the general
return air plenum.

               All full height walls must have normally closed dampers installed
for smoke evacuation and must be tied to the Base Building Life Safety system.
The Tenant shall extend wiring to the appropriate point and shall employ the
Landlord-designated contractor to complete and test the installation.

          4.   Kitchen Exhaust

               The Base Building has made provisions for routing of kitchen hood
exhaust duct risers and termination of same at the roof level.

               Provide auxiliary normally open and closed hood fire
extinguishing system alarm contacts for connection to Landlord's fire alarm
system. Tenant shall extend wiring from contacts to the termination point
designated by the Landlord and utilize a contractor designated by Landlord for
all hardware and software modifications required to complete the interface.

               Grease filtration equipment shall be selected for optimal
efficiency.

The Tenant shall be responsible for preventing odor migration to adjacent areas.
Supplemental air treatment systems required to remove objectionable odors and
smoke shall be installed by the Tenant.

               Kitchen exhaust systems shall terminate outside the building in a
manner that disperses effluents to avoid contamination of outside air intakes
and prevents down-drafting or pocketing in low points or accumulation on
adjacent building components.

     O.   TEMPERATURE CONTROL

          The Base Building temperature control system consists of a complete
mechanical equipment automation system.  All control dampers actuators,
temperature sensors, and miscellaneous equipment has been provided for all of
the Base Building-supplied equipment.

          All communications and control wiring must be run in conduit.  Any
changes or additions to the existing systems for Tenant Improvement work, are to
be approved by the Landlord.

          The Tenant shall provide a conduit from the accessible ceiling cavity
to a wall-mounted outlet box for each wall-mounted sensor, thermostat or control
device.  Conduit shall be extended to controlled equipment facilitating
installation of wiring or tubing where ceiling construction is inaccessible.

          Final connection to the Landlord temperature control system and
programming of controls and sensors will be performed only by Landlord approved
contractor.

          1.   Supplemental HVAC

               The Tenant shall provide a wall mounted thermostat or sensor for
each piece of heating and cooling equipment. Control system shall employ a seven
day timeclock or programmable thermostat to automate equipment operation. An
interface with the Base Building temperature control system must be provided for
all supplemental equipment. Equipment must be capable of being de-energized
during smoke control functions.

               Exhaust system operation, other than toilet exhaust fans
connected to the Landlord system, shall provide continuous operation during
business hours.

               Provide the necessary smoke or ionization detectors and
interlocking devices for Life Safety systems. Detectors shall have auxiliary
contacts. No interconnection with Base Building Life Safety System shall be
allowed except for monitoring or alarm purposes as required by local code. Where
interconnection is required, devices compatible with Base Building systems shall
be utilized. Tenants shall utilize the Landlord's approved contractor for all
hardware and software modifications to complete the system.

                                      15
<PAGE>
 
               Tenant shall include a sequence of operation for all mechanical
equipment.

     P.   ELECTRICAL DESIGN GUIDELINES

          The Tenant's electrical service and equipment must be compatible with
the overall electrical system for the Center.

          The Tenant is required to provide and install conduit and wiring from
the Landlord designated Electrical Room to their Tenant space, as well as
complete the electrical systems within their space.  Points of connection within
the Electrical Rooms will be provided by Landlord.  All connections must be
performed by a contractor approved by the Landlord.

          Design, materials and installation shall conform to best engineering
practice, manufacturer's recommendations, industry technical references and
standards, and shall be in compliance with Title 24 requirements.

          Tenants shall submit to the Landlord an itemized summary of their
proposed electrical requirements regarding increased load, service switch, fuse
protection, service conduit and wire. The Tenant shall submit a written request
for upgrades and/or deviations from specified utility capacities or minimum
criteria requirements.

          Modifications to existing systems that are required to accommodate
Tenant Improvements shall be clearly defined in both the Tenant's construction
documents and a written request for deviation.  Modifications to existing
Landlord systems, if approved, shall be performed at Tenant's expense by a
contractor approved by the Landlord.

          Except as expressly provided in the Lease, Tenant shall not install
any radio or television antenna, loudspeaker, or other device on the roof or
exterior walls of the Center nor shall Tenant install or maintain in the Leased
Premises any device or equipment which might interfere with radio or television
broadcasting or reception from or in the Center or elsewhere.

          1.   Documentation

               Calculations and documentation are required to validate design
requirements.  Information shall be sufficient to allow thorough analysis of the
design.

          2.   Service Entrance and Metering

               The Tenant is not a customer of the utility company, however, the
design should be executed as if the Tenant were acquiring power directly from
the utility company.

               Permanent service to Tenant spaces shall be distributed by the
Tenant from the Base Building Electrical Equipment Room as designated by the
Landlord.

          3.   Maximum Service Sizes

               Electrical system conduit and switches have been sized to
accommodate heating requirements for Tenants in certain areas of the building.

          4.   Balance

               Service to each Tenant shall be arranged to maintain a balance
between phases of 10% or less.

          5.   Short Circuit Current

               The Landlord will provide the available fault current level
existing at the connection to the Landlord's service distribution point. All
equipment shall be installed to withstand the available short circuit current
within the Tenant space.

          6.   Grounding

               All equipment, devices and fixtures shall be grounded in
compliance with NEC and UL requirements. The plumbing piping system shall not be
used as a ground. Transformer neutrals shall be securely grounded to the
building steel only using a Cadweld connection.

          7.   General Provisions

               Temporary power will not be provided. Tenant contractor must
install permanent feeder conductors from the Landlord's service distribution
point immediately for use as the source of light and power during construction.

                                      16
<PAGE>
 
               All boxes shall have devices or light fixtures installed, or they
shall be appropriately covered and capped.  All panels and other electrical
equipment must have covers with complete directories.  After completion of the
permanent installation remove all temporary wiring.

          8.   Existing Installations

               Reuse of all or part of existing installations is subject to
field verification of the capacity and condition of the components and approval
by the Landlord.

     Q.   LIGHTING AND POWER

          The Tenant is responsible for providing and installing all lighting
and power equipment necessary to complete the electrical system for its Tenant
Improvement space.  It's system shall be integrated with the Base Building
energy management system.

          1.   Wires, Cables and Conduit

               Distribution feeders and sub-feeders shall be copper with
approved compression lugs used at terminations. Maximum wire size shall be 500
MCM copper. Minimum wire size shall be #12 AWG for light and power. Insulation
shall be THW or THHN-THWN.

               All wiring shall be color-coded as follows:

               208/120 volt systems        480/277 volt systems
               Phase A-Black               Phase A-Brown
               Phase B-Red                 Phase B-Orange
               Phase C-Blue                Phase C-Yellow
               Neutral-White               Neutral-White with tracer or gray

               Color-code shall identify the same phase throughout the system,
from service switch or transformer through all branch circuitry.

               Only electric metallic tubing and rigid galvanized conduit are
permitted.

               All conduit runs shall be designed to present a neat and orderly
appearance, running lines parallel with building structure or walls.  Proper
fittings shall be provided when crossing building expansion lines.

          2.   Circuit and Motor Disconnects

               Disconnect switches shall be general duty. Provide NEMA 1
enclosures for interior locations. A line voltage, horsepower-rated disconnect
switch shall be installed adjacent to each motor. Label all devices external to
the lease space with the lease space name.

          3.   Transformers

               All transformers shall be three-phase. 15 KVA and smaller shall
be wall-mounted above the panel board. Transformers shall have Class H
insulation, with multiple taps above the rated voltage. Demand load shall not be
greater than 80% of the transformer rating. The connected loads shall be
balanced so that a variation of amperage among the phases of less than 10% is
present.

          4.   Distribution

               Tenants shall install circuit breaker type distribution panels.
If distribution is made from a trough, separate taps shall be made from the
feeder to each load. Parallel feeders shall be spliced together adjacent to each
tap.

               No tap shall be made that does not terminate in circuit breaker
protection immediately adjacent to the trough.  All panels are to be UL-labeled.
Circuit breakers are to be bolt-on type.  The neutral bus in all panels is to be
isolated from a grounding bus.

          5.   Lighting and Receptacle Panels

               All panels are to be UL labeled with bolt-on type circuit
breakers.

               208/120 volt lighting and/or receptacle panels must be protected
individually.  A device ahead of a transformer supplying that panel is
unacceptable.

               480/277 volt panel bus shall be suited to its protection as well
as adequate for the design load plus a minimum of 15% spare. Multi-pole loads
shall be protected by multi-pole circuit breakers having common trip and single
handle. Handle ties and trough clips or pins are unacceptable.

               Use switch duty circuit breakers when used to control loads.

                                      17
<PAGE>
 
          6.   Illumination

               UL-labels must appear on all lighting fixtures.  Flexible conduit
tails, up to six feet in length, may be used between junction boxes lighting
fixtures.  Outlet boxes may serve up to four separate fixtures.  Ballasts shall
be high-power factor CBM labeled.

               The Tenant shall supply and install all required emergency, exit
route and exit sign lighting for its Tenant space. Battery backup operated
fixtures are required for emergency and exit lighting.

               Signing and storefront illumination is to be automatically
controlled and illuminated in accordance with Landlord's operating regulations.

     R.   LIFE SAFETY SYSTEMS

          Tenant must use a contractor approved by the Landlord for all hardware
and software modifications to complete life safety systems interface.

          Alarm cable is available at Landlord designated locations for Tenant's
connection to Tenant provided fire alarm devices.

          A smoke detector specified by the Landlord shall be installed at the
entrance of the Tenant space and connected to the Base Building life safety
system by a contractor approved by the Landlord.

          For pre-designated restaurant locations, a connection point for hood
extinguishing systems is provided at locations designated by Landlord.

     S.   TELECOMMUNICATIONS

          The Tenant shall contact the Landlord and arrange for telephone
service.  Tenant shall be responsible for providing telephone service cable from
Landlord-designated Satellite Electronic Equipment Room (SEER) to the Tenant
space.

          All telecommunication cable shall be installed in conduit.  All
conduit must be installed in fire-stopped sleeves when passing through fire
rated partitions.  All telecommunications systems to comply to Title 24
requirements.

     T.   SECURITY SYSTEM

          Landlord shall provide and install electronic detectors on all door
openings into the Common Area and at all exterior openings of the Building.

          Landlord shall provide and install a video camera surveillance system
within the Base Building in order to provide limited surveillance of all common
areas.  The Landlord is not responsible for security surveillance within Tenant
spaces.  The Tenant may add its own camera surveillance system within its space
as an independent system or it may contract with the Landlord to tie into the
Base Building system.  In the latter case, the Tenant shall use equipment which
is compatible with the Base Building System.  All Tenant security equipment must
be approved by the Landlord.

          Any Tenant installed electronic security systems and shoplifting
detection devices shall be designed to be concealed from public view.  Free
standing posts, suspended rails, or walk through portals are not permitted.
Installation of Tenant security systems must be approved by the Landlord prior
to installation.

     U.   ACOUSTICAL CRITERIA

          (Note: Tenants are required to design Premises to MC30 criteria.)

IV.  TENANT DESIGN SUBMITTAL AND REVIEW

     As guidance to the Tenant and its architect, these standards constitute
minimum criteria for design delivery.  With the approval of the Landlord, these
standards may be modified as appropriate for the scope of a given project.  All
costs associated with the design requirements described herein will be the
Tenant's responsibility.

     All prints, drawing information and other material to be furnished by
Tenant to Landlord for approval as required in this Exhibit shall be addressed
to Landlord, c/o Sony Development, 3001 San Fernando Boulevard, Burbank,
California, 91504, Attention: Project Manager.

     A.   SELECTION OF TENANT'S ARCHITECT

          The Tenant shall engage an Architect/Engineer to prepare complete
construction drawings and technical specifications for the improvements to the
Premises in compliance with the Terms of the Lease Agreement.  Tenants needing
assistance in locating an experienced, locally licensed Architect/Engineer
should contact the Landlord. The Tenant must forward a copy of this Tenant Work
Agreement along with a copy of 

                                      18
<PAGE>
 
the Tenant Lease Plan and associated details to its Architect/Engineer. The
Tenant shall also notify Landlord of the Architect/Engineer's name, address and
telephone number.

          The Architect/Engineer shall be registered in the State of California
and all construction drawings and technical specifications shall be signed and
sealed by the A/E as required by statute.

          Tenant shall be responsible for all fees and costs incurred by its
architect and other consultants.

     B.   DOCUMENTATION PHASES

          1.   Concept Development

               The objective of Concept Development is to develop, research, and
evaluate alternative design ideas and arrive at a recommended concept.  When
drawings are required for these phases, they shall meet the standards for
Schematic Design drawings.

          2.   Schematic Design

               Schematic documents illustrate its approved program for the
Project. From approved Concept Development documents, the Project Team shall
prepare Schematic drawings consisting of plans, elevations, sections, and other
drawings as necessary to illustrate and fix the size and character of the entire
Project. These drawings shall delineate the kinds of materials, types of
construction, show/action systems, mechanical and electrical systems, and other
work as may be necessary. Schematic drawings shall be approved by the Landlord
before proceeding with the Design Development phase.

          3.   Design Development

               Design Development documents finalize design details; equipment
quantities, locations and functions; material selections; as well as
implementation of strategy, schedule, and budget.

               Design Development drawings may be an extension of the Schematic
drawings, the beginning of Construction Documents, or a combination of both,
depending on the level of confidence in project scope.  All drawing sheets that
are intended to be developed into Construction Documents shall meet the
standards for Construction Documents.  Design Development drawings shall be
submitted with a list of the proposed Construction Documents that will be
required to complete the Project (the preliminary Schedule of Drawings) for
approval by the Landlord, before proceeding with the Construction Documents.

          4.   Construction Documents

               Construction Documents are all instruments, which when combined,
form the written scope of work for the Project.

               Construction Document drawings are historical records. As such,
they must be clear, concise and legible. All Construction Document Drawings
shall conform to the standards set forth in the following sections.

     C.   DESIGN REVIEWS

          The Landlord has established procedures to expedite the required
approvals of the Tenant's drawings.  Deviation from this procedure could result
in needless delay and expensive re-drafting of the Drawings.  Tenant must secure
Landlord's approval as specified herein failing which design is proceeding at
Tenant's sole risk.  Within fifteen (15) business days of receipt of each Tenant
Improvement submittal, Landlord shall return to Tenant's Architect one (1) set
each of prints of Tenant Improvement Drawings with modifications and/or approval
subject to modifications and an explanation of any portions disapproved.

          In the event the Tenant, following receipt of Landlord approval of any
submittal hereunder, makes substantive changes to the design materials or other
contents of the submission approved, the Tenant shall resubmit for Landlord's
approval of the changes.  All costs incurred by Landlord, associated with any
additional reviews after the first approval is issued, including fully burdened
internal and consultants' costs, will be reimbursed by Tenant or subtracted by
Landlord from any amounts that may become due to Tenant.  Failure to provide
adequate information will be cause for the return of the submission with no
review by Landlord.  If Tenant Improvement Drawings are returned to Tenant with
modifications, but not bearing Landlord's approval, said Tenant Improvement
Drawings shall be immediately revised by Tenant and resubmitted to Landlord for
approval in accordance with original submission requirements or with requested
modifications within fifteen (15) business days of their receipt by Tenant.
Once approved, the Tenant Improvement Drawings shall deemed to be a part of the
Lease.

          It is the Tenant's Architect's responsibility to incorporate all of
Landlord's comments and corrections into the final construction documents before
they are released to the Tenant's contractor for construction.  The Landlord
reserves the right to upgrade the Tenant's construction specification standards,
shown on the working drawings and/or specifications, where the Tenant's
construction would adversely affect the Landlord's overall insurance rating for
the Center as determined by the Landlord's insurance underwriter.

                                      19
<PAGE>
 
          All Design documents prepared by Tenant's Architect shall be submitted
to the Landlord for approval in the form of three (3) copies of blueline prints,
one (1) sepia print, and one copy of electronic media files.  Only after the
Tenant's Architect has received one set of final Landlord approved construction
drawings, and the Tenant's contractor has obtained a building permit, can
construction be started at the site.  If, after the Tenant or Tenant's Architect
has received approved drawings from Landlord, any changes in design or materials
are necessary or desired, the drawings must be resubmitted to Landlord.  Only
after Landlord has approved the changes can the Tenant's contractor proceed with
the revisions.

          Landlord's approval of the Construction Documents is for compliance
with the criteria established in this Tenant Work Agreement only.  By reviewing
these drawings, the Landlord and its agent(s) assume no responsibility
whatsoever, including but not limited to responsibility for code or legal
compliance, dimensional accuracy, engineering adequacy, or completeness of the
drawings for construction purposes, or any other aspect of the accuracy of the
Documents.

          1.   CONCEPT DEVELOPMENT REVIEW-In early Concept Development, the
Tenant's designers and planners propose a fundamental idea and general goals of
the proposal to the Landlord.  In the buy-off review, the Landlord approves the
proposed concept.  Upon Landlord's approval, the Project can advance to the
Schematic Design Phase.

          2.   SCHEMATIC DESIGN REVIEW-In early Schematic Design review(s), the
Tenant's design team presents key design concepts to the Landlord.  In the
Schematic coordination review('s), other disciplines provide multi-function
schematic design input.  In the Schematic buy-off review, the Landlord again
critiques the Project.

          In addition, with its Schematic Design Submittal, the Tenant shall
submit a detailed Budget Estimate, developed from the Schematic Design drawings
by a professional estimator, demonstrating the total estimated value of all
Tenant Improvements and compliance by Tenant of its obligations under the Lease.

          3.   DESIGN DEVELOPMENT AND CONSTRUCTION DOCUMENTS REVIEW

               During these project phases, formal submittals and acceptance
reviews are scheduled for the completion and approval of documents through the
following milestones:

               .    Design Development completion (considered 30% of
construction documents) completion of Construction Documents.

               .    100% completion of Construction Documents.

               All Construction Documents prepared by Tenant's Architect shall
be submitted to the Landlord in the form of three (3) copies of blueline prints
and one (1) sepia print of the completed construction documents, two (2) copies
of the Specification and supporting documents (if separate from the drawings)
along with one (1) copy of electronic media files.

     D.   DESIGN DELIVERABLES

          The following listings for Concept Design, Schematic Design, Design
Development, and Construction Documents describe the typical Design Deliverables
for each of the Design Phases.  The listings shall be used as guides to produce
a specific matrix for each Project and shall be adapted to each Project's needs
and unique requirements as applicable.

          To ensure that there is no misunderstanding of the Landlord's
requirements, a detailed review of standards, design criteria, and other
pertinent information shall be held with the Tenant's consultants on each
project before the start of their participation in the design work.

          All Schematic Design, Design Development, and Contract (working)
Drawings shall be prepared on standard "E size (42" long x 30" high) vellum
drawing sheets.

          Concept drawings may be produced in varying sizes and formats
appropriate to their use.  Regardless, and without exception, all drawings shall
contain the following information.

               .    Firm's Name
               .    Project Title
               .    Project Location
               .    North Orientation
               .    Drawing Title
               .    Drawing Number
               .    Project Code Number
               .    Scale(s)
               .    Date

          Certain Projects may, at the option of the Landlord's Project Manager
combine the Concept Development and Schematic Design drawings into one set.
Usually such projects will be classified as minor projects (projects that can be
completed on two to five drawing sheets).

                                      20
<PAGE>
 
          1.   Deliverables-Concept Development

               Typical deliverables for Concept Development are:
Script and/or storyboards

               .    Plan and Elevation sketches
               .    Illustrations
               .    Show lists
               .    Models

          2.   Deliverables-Schematic Design

               Typical deliverables, as applicable, for Schematic Design are:

               Architecture / Interiors
               ------------------------

               .    Floor Plan(s) as required to illustrate interior themes.
Overall layout and key horizontal dimensions

                    -    Major materials indicated
                    -    Stairs (if applicable)
                    -    Room names
                    -    Room sizes with the horizontal dimension first, then
                         the vertical dimensions (in relation to the drawing
                         sheet), such as 8' - 6" x 11' - 0"
                    -    Location of partitions, doors, service-exit doors
                    -    Lease Line relationship to adjacent tenants
                    -    Indicate Landlord's and/or Tenant's responsibility
                    -    Overall dimensions of space and column locations
                    -    Built-in cabinets and millwork
                    -    Ceiling height for each space
                    -    Key plan showing the location of the Leased Premises
                    -    Restaurant plans shall show seating layout and fixtures
                         and Kitchen layout shall show equipment locations.
                    -    Merchandising layout of the space indicating
                         merchandise allocations and fixture locations, both
                         permanent and moveable, and stockroom plans shall show
                         interior shelving layout.
                    -    All fire department requirements to be shown on the
                         respective drawings

               .    A Finish Schedule with room names and material finishes.
               .    Reflected ceiling plans to show ceiling materials, type of
                    treatment, and change in ceiling height, sprinkler head
                    locations
               .    Elevation of Tenant's Frontage

                    -    Colored Rendering showing signage, display cases,
                         closure, and identifying all materials to be used.
                    -    Size of Tenant's Frontage opening and type of security
                         closure proposed
                    -    Section through Tenant's frontage
                    -    Sketches, perspectives, sections, or other details that
                         will clarify the design of the storefront and the
                         Design Control Area.

               .    Interior elevations to show basic dimensions, materials,
                    casework, finishes, specialty items, trims, and colors.
               .    Building Sections with general construction systems and
                    materials, key vertical dimensions
               .    All important details affecting the design of the Project
                    shall be included.
               .    Show compliance with Title 24, A.D.A. access requirements

               Structural Engineering
               ----------------------

               .    Dimensional plans showing framing concept
               .    Elevations and sections
               .    Approximate height of miscellaneous framing members
               .    Wall framing types and materials
               .    Description of unique or special requirements
               .    Framing concept for support of major rockwork
               .    Design basis - preliminary
               .    Value engineering recommendations

                                      21
<PAGE>
 
               Mechanical Engineering
               ----------------------

               .    Existing Mechanical utility systems and POC's
               .    Estimated A/C loads by area
               .    Preliminary plan showing main duct runs in single line
                    format
               .    Equipment locations
               .    Estimate of demand for domestic water and fire water
               .    Locations of sprinkler risers
               .    Estimate of demand for natural gas
               .    Preliminary description of systems and materials
               .    Description of unique or special requirements
               .    Estimate of loads for sanitary system
               .    Design basis - preliminary
               .    Value engineering recommendations

               Electrical Engineering
               ----------------------

               .    Estimated electrical load and demand factors
               .    Preliminary single line diagram of power distribution
               .    Equipment locations
               .    Descriptions of lighting, power, control data and
                    communications systems
               .    Emergency power requirements
               .    Description of unique or special requirements
               .    Design basis - preliminary
               .    Value engineering recommendations
               .    Life Safety System - connection to the Base Building systems

               Show Set
               --------

               .    Preliminary scenic unit layout.
               .    Interface between architecture and scenery including
                    lighting positioning.
               .    Locations, sizes and requirements for audio-animatronics,
                    animated props, show action equipment, surveillance
                    equipment.
               .    Sequential identification of audio-animatronics, animated
                    props, show action equipment, and scenic units and props.
               .    Preliminary sections and elevations with dimensions and
                    materials identification of scenic areas, and rockwork if
                    any.
               .    Preliminary reflected ceiling plan.
               .    Locations of access for operators to audio-animatronics,
                    animated props, lighting equipment, special effects
                    equipment, and show action equipment.
               .    Conduct preliminary prop research.  Develop list, source,
                    and photo documentation.

               Show Lighting and Themed Lighting
               ---------------------------------

               .    Preliminary types, quantities and locations of fixtures.
               .    Types of control and quantities of dimmers.
               .    Preliminary lighting electrical load (total maximum capacity
                    or projected connected load) for basis of HVAC design.

               Kitchen Design
               --------------

               .    Kitchen equipment Floor Plans to 95% completion.  Kitchen
                    equipment schedule to 95% completion.  Gross mechanical and
                    electrical loads for all kitchen equipment.
               .    Upon approval of the Landlord, the Project may advance to
                    the Design Development Phase.

               Interior Design
               ---------------

               .    Preliminary list of interior and exterior furnishings.
               .    Preliminary list of items to be furnished by Owner, with
                    special emphasis on long lead-items.
               .    Outline specifications for interiors related materials and
                    finishes.
               .    Color palette and materials sample boards for presentation
                    purposes.
               .    List of considerations which will affect lighting.
               .    List of considerations which will affect graphic designs.
               .    In addition to the above, the Tenant's architect shall
                    submit seven (7) sets of catalog cuts and/or photographs
                    and/or samples showing the flooring materials, wall
                    coverings, store fixtures, lighting fixtures, and other
                    special treatments used in the sales area (beyond the Design
                    Control Area) so that all aspects of the public areas of the
                    store can be reviewed by Landlord.

                                      22
<PAGE>
 
          3.   Deliverables - Design Development (30% Construction Documents)

               At the completion of Design Development, all design participants
have a common understanding of Project goals. All major elements are defined and
all control dimensions are fixed.

               Upon approval, Design Development Drawings shall be considered to
represent 30% completion of Construction Drawings.

               Typical deliverables, as applicable, for Design Development are:

               Architecture
               ------------

               .    100 Series Drawings
               .    Drawing list
               .    Abbreviations, Symbols & Legends
               .    Code Analysis (Including Egress Plan)
               .    Location Plan
                    Summary Plan(s)
               .    200 Series drawings
                         Curb & Slab Plan(s) - (if not in Structural drawings):
                         Structural grids
                         Identified curbs
                         Control dimensions
                         Slab Openings
                         Floor Plan(s):
                         Structural grids
                         Major materials
                         Control dimensions
                         Major built-ins
                         Walls & partitions
                         Major equipment
                         Doors & windows
                         Major references
                         Room names and numbers
                         Overhead conditions
                         Flooring changes (dashed)

                         Reflected Ceiling Plan(s):
                         ------------------------- 
                         Structural grids
                         Major Materials and Type of ceiling system
                         Room names
                         Light fixtures
                         Other items attached to or penetrating through the
                         ceiling
                         Supply and return grilles
                         Major heights and variations in level for review of
                         sprinkler locations

               .    300 Series drawings

                         Tenant Frontage Elevations:
                         -------------------------- 
                         Structural grids
                         Major materials
                         Control dimensions
                         Major references
                         Doors, windows & louvers

                         Building / Partial Sections:
                         --------------------------- 
                         Structural grids
                         Room names
                         Structural elements
                         Major materials
                         Control dimensions
                         Major references
                         Floors, walls & ceilings

               .    400 Series drawings
                         Partition Schedule(s):
                         --------------------- 
                         Major types
                         Finish Schedule(s):
                         Names & Numbers
                         Major references
                         Major materials

                                      23
<PAGE>
 
                         Door Schedule(s):
                         ---------------- 
                         Numbers & locations
                         Door materials
                         Frame materials

                         Window Schedule(s):
                         ------------------ 
                         Numbers & locations
                         Sash materials
                         Frame materials

                         Door & Window Details

                         Major design details
                         --------------------
                         Sections required to explain all construction methods
                         and materials proposed
                         Storefront details including elevation section, signage
                         and all applied finishes
                         Vertical Circulation (if applicable)
                         Major sections
                         Major materials
                         Major references
                         Control dimensions

               .    500 Series drawings Exterior Envelope, if any
                         Major wall sections
                         Major materials
                         Structural grids
                         Major references
                         Control dimensions

               .    600 Series drawings
                         Fixture, Furnishings and Equipment Plan:
                         --------------------------------------- 
                         Locate all interior and exterior furnishing items.
                         Major onstage elevations

                         Interior Elevations:
                         ------------------- 
                         Locate and identify all interior materials and colors.

               Structural Engineering
               ----------------------
               .    Dimensional Floor Framing Plans
               .    Column grid dimensions
               .    Elevations and sections
               .    Design basis - final
               .    Value engineering reports

               Mechanical Engineering
               ----------------------

               .    Mechanical Utilities:
                         Preliminary mechanical utilities
                         Plans/profiles
               .    HVAC:
                    -    Equipment schedules with weights and horsepower ratings
                    -    Diffuser/register layouts
                    -    Zone configurations
                    -    Equipment layouts
                    -    Major duct and pipe space coordination
                    -    Show thermostat location(s)
                    -    Preliminary energy calculations
                    -    Updated load estimates
                    -    Plans of all duct runs in single-line format with
                         dimensioned connection between Landlord's main supply
                         ducts, and diffuser locations
                    -    Design basis - final
                    -    Value engineering reports
               .    Plumbing:
                    -    Equipment schedules with weights and horsepower ratings
                    -    Fixture schedules and dimensioned location
                    -    Major pipe space coordination
                    -    Equipment layouts
                    -    Location of drains
                    -    Plan of all pipe runs in single-line format
                    -    Preliminary load and flow calculations
                    -    Location of grease traps, clean-outs, etc.
                    -    Riser diagram

                                      24
<PAGE>
 
               .    Fire Protection:
                    -    Any modifications to the fire sprinkler system must
                         have Fire Marshal and Landlord's approval
                    -    A sprinkler layout shall be submitted clearly
                         identifying the existing heads and additional and/or
                         relocated heads on the Tenant's reflected ceiling plan

               Electrical Engineering
               ----------------------
               .    Single line diagram showing equipment and feeder sizes
               .    Location and types of lighting fixtures
               .    Location of power and phone outlets; also indicate the total
                    power required in watts
               .    Electrical and electronic equipment layouts with dimensioned
                    location of electrical panelboards, switchboards and other
                    equipment
               .    Telephone connection to the Landlord's point of connection
                    and telephone distribution system
               .    Updated load estimates and size of main switch (loading
                    requirements in watts)
               .    Size of wire and disconnect switch
               .    Design basis - final
               .    Value Engineering reports
               .    Life Safety Systems

               Show Set
               --------
               .    Overall plans, elevations and sections
               .    Final requirements for foliage and rockwork
               .    Final materials identification
               .    Integration of graphics
               .    Identification of Owner-furnished items
               .    Preliminary requirements for theatrical rigging
               .    Outline Specifications
               .    Finalize preliminary prop research, source, and photo
                    documentation

               Show Lighting and Themed Lighting
               ---------------------------------
               .    Overall plans, elevations and sections
               .    Symbols legend
               .    Lighting fixture locations
               .    Preliminary monitoring information
               .    Preliminary character fixture list

               Interior Finishes
               -----------------
               .    Finalize three color palette boards for Project.
               .    Finalize outline specifications for all interior related
                    materials and finishes.
               .    Advise Graphic Design about interior design decisions which
                    will affect Project Graphic Design.
               .    Advise Show Lighting about interior design decisions which
                    will affect Project Show Lighting.

          4.   Deliverables - 100% Construction Documents

               The 100% Design Review marks the point at which all Documents
(Drawings, Specifications and Calculations) are essentially completed.  This
includes final redline mark-ups of Specifications.  This review covers all
Construction Documents and all final Building Department and related plan check
input.

               Typical deliverables, as applicable, for 100% Construction
Document Review are:

               Architecture
               ------------

               All drawings (with notes, dimensions, details and references
completed) are again reviewed by the Project Team.

               Structural Engineering
               ----------------------

               Completed drawings, details, redline mark-ups of Project
Specifications, and final calculations submitted for final review and
coordination check.

               Mechanical Engineering
               ----------------------

               Completed drawings, details, redline mark-ups of Project
Specifications, and final calculations, including Title 24 Compliance, submitted
for final review and coordination check.

                                      25
<PAGE>
 
               Electrical Engineering
               ----------------------

               Completed drawings, details, redline mark-ups of Project
Specifications, and final calculations, including Title 24 Compliance, submitted
for final review and coordination check.

               Show Set and Show Lighting
               --------------------------

               Completed drawings, details, redline mark-ups of Project
Specifications submitted for final review and coordination check.

               Interiors
               ---------

               Final completion and inclusion of all information into
Construction Documents.

               Kitchen Design
               --------------

               Final completion and inclusion of all information into
Construction Documents.

               Specifications
               --------------

               Final, complete, typed project Technical Specifications, ready
for printing, and a hard copy with outstanding red-line mark-ups.

          5.   Final Review

               The final review marks the point at which all Documents
(Drawings, Specifications and Calculations) are 100% complete, and are stamped
and signed by the architect and engineers of record.

               The complete 100% Construction Document package is submitted to
the Landlord for review. Upon the approval of the 100% Construction Document
package by the Landlord, the Project advances to the Bid/Construction Phase.

     E.   CHECKING

          The Tenant shall assure that a complete check of every line, word and
dimension on the Project Drawings, has been done by its design team, and a list
of all additional drawings and details that may be necessary has been compiled.

          The civil, structural, mechanical, and electrical drawings shall be
cross checked with reference to dimensions, clearances, interferences, and
conformance to architectural requirements.

          These checks shall be made during each review, after the completion of
all Construction Documents, and before the Drawings are issued for Bid and
Construction - Original Release.

     F.   DESIGN DOCUMENT CONTROL AND MANAGEMENT TERMINOLOGY

          1.   Original Release
               ----------------

               Original Release is the term used to describe the first release
of 100% Construction Document Drawings and Specifications which are released
from Tenant to its Contractor for construction. The Original Release is not used
again during the Project, except as described below under the "Bulletin"
heading.

          2.   Bulletin
               --------

               Bulletin is the term used to describe revisions to Drawings and
Specifications or new Drawings and Specifications released during the
Construction Phase, and after the Original Release.  A Bulletin will involve
revisions to the work which may affect the Schedule, Budget, and/or quality of
the work, and is identified on the Drawings and Specifications as "Bulletin No.
____," commencing with No. 1.  When a (new) Drawing is released for the first
time after the Original Release, the Drawing shall be identified in the "Issued
For" column in the title block as "Bulletin No. ____ (Original Release)"

          3.   Conforming Bulletin
               -------------------

               Conforming Bulletin is the term used to signify and identify
revisions to the Construction Documents which have been previously issued by the
Tenant or the Tenant's Construction Manager in the form of Contract Directives,
and with the issuance of a Conforming Bulletin are officially incorporated as
part of the Construction Documents. Work which is officially incorporated by use
of a Conforming Bulletin will involve only work which has already been defined,
processed, and all issues concerning time and money have already been settled.
The Number to be used to identify the Conforming Bulletin will be the next
sequential number from the Bulletin Log.

                                      26
<PAGE>
 
          4.   Addendum
               --------

               Addendum is the term used by Landlord's Project Manager and
Construction Manager to describe Construction Documents (usually Drawings and
Specifications) which are amended during the Bidding Period, and are released to
advise the Contractors preparing bids that the Document have been changed, and
the changes indicated in the revised Documents are included in the Work.

     G.   RELEASE PROCEDURES

          1.   Original Release
               ----------------

               The Tenant shall be responsible for releases.

               On the `date' line in the title block, enter the approved issue
date on all sheets in the drawing sets. Obtain the release date from the
Landlord.

               In the "Issued For" box in the title block, erase all information
pertaining to Pre-releases from all sheets.  Enter the approved issue date in
the "Date" box and enter the phrase "Original Release" on the first line at the
bottom of the box.  In the "Approved By" box, place the initials of the
Consultant of Record.

               In the blank space immediately below the "Sheet Number" in the
title block, enter the Project Code Number on all sheets, as directed by the
Landlord.

               The "Description of Revisions" box is not used for the Original
Release.

               Complete the "List of Drawings & Revision Status" Index on the
ID-100 Sheet.

          2.   Bulletin Releases
               -----------------

               All releases after the Original Release during the Contract
period will be referred to as Bulletin No. ___ and will be numbered
consecutively starting with #1. This includes new Drawings which are being
released for the first time but were not included in the Original Release,
except such Drawing shall be identified in the title block as "BULLETIN NO.
______ (ORIGINAL RELEASE).

               For each Bulletin, erase all old clouds from the back of the
sheet and draw new clouds around all new revisions, but leave all old delta
symbols with numbers on the front of the Drawing sheet.

               Place a new 3/8" high delta symbol containing the new revision
number on the front of the sheet at each newly revised portion.

               In the "Description of Revisions" box in the title block, on the
first empty line from the bottom of the box, draw a delta symbol around the next
Issue No., add the release date, and add a brief description of the revision. In
the "Approved By" box, place the initials of the Consultant of Record.

               In the "Issued For" box in the title block, add the release date,
and add "Bulletin No. _____". Obtain Bulletin No. from Sony (Bulletin Log). Each
sheet will not necessarily have every Bulletin No., depending on which sheets
are issued with which Bulletin. In the "Approved By" box, place the initials of
the Consultant of Record.

               In the "Sheet Number" box in the title block, erase the old
revision number from the large delta symbol and replace it with the new revision
number. Number revisions sequentially on each individual drawing sheet,
regardless of revision numbers on other sheets.

               Update the ID-100 Sheet "List of Drawings & Revision Status"
Index. The ID-100 Sheet shall be revised and issued with each Bulletin. Do not
add cloud and delta revisions to the ID-100 Sheet "List of Drawings & Revision
Status." Drawing titles on the ID-100 Sheet shall be exactly as they appear in
the title Blocks on the individual Drawing Sheets.

               Construction Documents which are released in Bulletins shall be
signed and sealed by the Consultant of Record, and transmitted to the regulating
authorities (Bldg Dept., etc.) simultaneously with release to the Contractor.

               Along with the Drawings and Specifications, deliver a Memorandum
with a detailed description of each change which has been made on each Drawing
Sheet and on each page of the Specifications.

          3.   Conforming Bulletins
               --------------------

               Periodically during the Construction Phase and at the end of the
Contract Construction Work, effective amendments (most probably Addenda and
Technical Directives) initiated by Project Management and Construction
Management shall be officially incorporated into the Construction Documents.

          When this occurs, the amendments will be recorded on the Drawings and
Specifications, and released in the same manner as other Bulletins, except the
term "Conforming Bulletin No. 

                                      27
<PAGE>
 
____" will be inserted into the Title Block record on the Drawings and in the
top line of the header in the Specifications. The number for the Conforming
Bulletin will be the next sequential number from the Bulletin Log. The last
Conforming Bulletin for a Project shall be identified as "Conforming Bulletin
No.____ (FINAL).

V.   TENANT IMPROVEMENT CONSTRUCTION

     A.   TENANT'S RESPONSIBILITIES

          1.   Tenant is responsible for all services and items of cost
necessary for the total design and construction of the Tenant Improvements for
the Leased Premises ("Tenant's Work") except for any work or services expressly
identified in this Tenant Work Agreement Exhibit to be provided by others.  The
failure of Tenant to comply with its obligations and the requirements set forth
in this Exhibit, or to commence or complete the construction of the Leased
Premises in accordance with the terms of the Lease to which this Exhibit is
attached and made a part, may result in the Landlord invoking the remedies set
forth herein to protect the Landlord's interest.

          2.   Tenant acknowledges that when Landlord delivers the Leased
Premises to Tenant ready for the construction of Tenant's Work, portions of the
Center will still be in various stages of construction.  This will necessitate,
and Tenant agrees to, reentry by the Landlord's contractors into Tenant's
Premises to complete work and punch list work.  The construction of the base
building shall be managed by Lehrer McGovern Bovis, Inc. and others as may be
designated by the Landlord from time to time ("Landlord's Construction
Manager"), and Tenant agrees to cooperate with Landlord's Construction Manager
to coordinate the simultaneous construction of Tenant's Work and the Landlord's
Work.  Tenant acknowledges that the prosecution of Landlord's Work in the Center
shall take precedence over Tenant's work.  Tenant shall provide Construction
Manager access to the Leased Premises as necessary for the Construction Manager
to complete any work required in connection with Construction Manager's Work.

     B.   SELECTION OF TENANT'S GENERAL CONTRACTOR

          1.   Tenant shall enter into a written contract with all contractors
performing work at the Leased Premises and shall include the terms set forth in
this Section V, as well as all other applicable sections and terms of the Lease
and this Exhibit, as binding on all contractors who Tenant engages, directly or
indirectly, to provide work or services to the Leased Premises.

          2.   Tenant shall submit to Landlord's Project Manager, at least sixty
(60) days prior to the commencement of construction, the following information:

               a.   The name and address of Tenant's Project Manager who will be
responsible for all aspects of the daily management of the Project and Project
Team.

               b.   The names and address of the general contractor Tenant
intends to engage ("Tenant's Contractor") in the construction of its Leased
Premises and the names of all other on-site and off-site representative and
telephone numbers.

               c.   The names and addresses and contacts for all other Tenant's
contractors, including mechanical, electrical and plumbing subcontractors, with
names of on-site and off-site representatives and telephone numbers.

          3.   Tenant's needing assistance in locating experienced local general
contractors should contact the Landlord's Project Manager.  All contractors
engaged by Tenant shall be licensed, possessing good labor relations policies,
capable of performing quality workmanship and working in harmony with Landlord's
Project Manager and Construction Manager and other contractors on the job.  All
of Tenant's contractors and subcontractors must comply with all Affirmative
Action provisions of the Lease.

     C.   PERMITS

          The Tenant, or its Contractor, shall submit the permit application
form and three sets of prints and specifications (four sets for restaurants) to,
and apply for a building permit from the San Francisco City and County Public
Works Department, Department of Building Inspection.  The Tenant's Contractor
shall be required to pay for all building permit fees before a building permit
can be processed.

          Also, prior to the issuance of a permit, the building official will
forward the prints and specifications to all other regulating authorities as may
be required for their review and approval.  Refer to the listing of San
Francisco City Departments given at the beginning of this Criteria.  It is a
requirement of the City of San Francisco that all contractors obtain a city
business license before a building permit can be issued.  Contractors should
contact the City of San Francisco Contractors Registration Department at (415)
558-6088 for additional information.

          All building permits and one set of approved drawings must be kept at
the construction site during construction.

                                      28
<PAGE>
 
     D.   PREREQUISITES TO TENANT'S CONSTRUCTION

          Before the Tenant's Contractor can mobilize to begin actual
construction, the following prerequisites must be complete:

          1.   The Landlord's Project Manager for Tenant Construction has been
advised of the name of the Tenant's Contractor and has given the required
approval, and all required General Contractor's information has been provided to
the Landlord's Project Manager for Tenant Construction.

          2.   Final working drawings and specifications have been approved for
construction by the Landlord's Project Manager and written approval to proceed
has been received.  The Tenant's Contractor shall not deviate from approved
drawings and specifications without obtaining prior permission from the Tenant,
Landlord, and the applicable building department or other governmental agency.

          3.   The Tenant's Contractor has obtained and reviewed with the
Landlord's Project Manager, and signed and accepted, the rules and regulations
by which the Tenant's Contractor must comply.

          4.   Tenant's Contractor has visited the construction site, and had a
pre-construction meeting with the Landlord's Project Manager for Tenant
Construction and agreed to coordination, access and site restrictions, including
those imposed by the San Francisco Redevelopment Agency and all other regulatory
agencies, parking, security, loading and unloading and all other Project
specific issues.

          5.   Tenant's Contractor shall file drawings and secure all permits
prior to any construction.  Building permit(s) obtained and a copy of same
submitted to the Landlord's Project Manager for Tenant Construction.  The
original(s) must be posted at the Leased Premises during construction.  All work
shall comply in all respects with applicable Federal, State, County and/or City
statutes, ordinances, regulations, laws and codes.  All required building and
other permits in connection with the commencement and completion of construction
of Leased Premise shall be obtained and paid for by Tenant.

          6.   Tenant's Contractor has verified and confirmed to the Landlord in
writing the accuracy of all on-site elevations, dimensions and conditions.

          7.   Tenant and its contractors have submitted a program demonstrating
ongoing compliance with the affirmative action specifications of the Lease.

          8.   The Tenant's Contractor has provided a Project Execution Schedule
consisting of comprehensive Network Logic Diagram covering all portions of his
Work, contractors, subcontractors and suppliers.  The Network Logic Diagram will
include work activity descriptions, sequence of Work, logic relationships, time
estimates and labor manpower requirements, area completion date(s), and other
information as requested by the Landlord and/or the Construction Manager.

     E.   TENANT'S PROJECT MANAGEMENT

          1.   Preconstruction Meeting- Prior to mobilizing to the building and
beginning construction, the Tenant's Project Manager and Tenant's Contractor
shall meet with the Landlord for a preconstruction meeting to discuss all
aspects of construction, including the construction work schedule, the Tenant's
safety program, barricades, parking, access, security, loading/unloading,
reservation of freight elevators, cleanliness of construction area, and
permissible times for conduct of restricted work.  The Tenant's Contractor will
present its construction schedule at this meeting and submit updated iterations
of the same on a biweekly basis thereafter.

          2.   The Tenant's Contractor shall employ a competent Project Manager
who shall be satisfactory to the Landlord who shall be in attendance at the
Project Site during the progress of the Work.  The Tenant's Contractor's Project
Manager shall be responsible for all aspects of the Tenant's Project Work.  The
Contractor agrees to promptly remove any of its employees or agents (including,
without limitation, the Project Manager) from the Project upon instruction from
the Landlord.

          3.   The Tenant's Contractor shall be responsible to the Landlord for
the acts and omissions of its employees while on or about the Premises.  It
shall also be responsible to the Landlord for the acts and omissions of its
subcontractors and sub-subcontractors, their agents and employees, and other
persons performing any of the Work, in the same manner as if they were the acts
and omissions of persons directly employed by the Contractor.

          4.   There is no storage space at the Building and Tenant's Contractor
must store all materials in the Premises.  The Tenant and/or its Contractor
shall cause all materials and equipment to be delivered to the Building only as
required to support the Work and installation of the same.  All Tenant's
materials and equipment shall be stored in the Premises and will not be allowed
to remain in common areas or to obstruct passageways.

          5.   Prior to mobilization to begin its Work the Tenant and shall
inspect and promptly report to the Landlord in writing any discrepancies or
defects in the Premises as constructed by the Landlord.  Beginning construction
work shall constitute acceptance by the Premises as adequate and accurate, and
fit and proper for all purposes relating to the Tenant's Work, and upon
beginning construction both the Tenant and its Contractor waive all claims based
on the Premises being incomplete, incorrect or inadequate.

                                      29
<PAGE>
 
          6.  All of Tenant's and its Contractors' Work, and all equipment,
appliances, machinery, materials, tools and like items, incorporated or used in
the Work, shall be in compliance with, and conform to: (a) all applicable laws,
ordinances, rules, regulations and orders of any public, quasi-public or other
governmental authority relating to the safety of persons and their protection
against injury, specifically including, but in no event limited to, the Federal
Occupational Safety and Health Act of 1970, as amended, and all rules and
regulations now or hereafter in effect pursuant to said Act; the Americans with
Disabilities Act, and (c) all codes, rules, regulations and requirements of the
Landlord and its insurance carriers relating thereto.  In the event of
conflicting requirements, the more stringent shall govern.

     F.   SAFETY

          1.   The Tenant's Contractor shall be responsible for initiating,
maintaining and supervising safety and anti-substance abuse precautions and
programs applicable to the Work at the Building, and shall provide all
protection to prevent injury to all persons involved in any way in the Work and
all other persons, including, without limitation, the employees, agents, guests,
visitors, invitees and licensees of the Landlord who may visit or be affected
thereby.  These precautions shall include, but in no event be limited to: giving
all notices required by regulatory agencies, the posting of danger signs and
personal notification to all affected persons of the existence of a hazard of
whatever nature; the furnishing and maintaining of necessary traffic control
barricades and flagman services; the use, or storage, removal and disposal of
any hazardous materials only under the supervision of qualified personnel and
after first obtaining permission of all applicable governmental authorities; and
the maintenance of adequate quantities of both hose and operable fire
extinguishers at the Work Site.  The Contractor shall set forth in writing its
safety and anti-substance abuse precautions and programs in connection with the
Work and, if requested by the Landlord, submit the same to the Landlord for
review.  The Landlord may, but shall not be obligated to, make suggestions and
recommendations to the Contractor with respect thereto.

          2.   The Contractor shall use masonite or plywood to protect the tile
flooring in the common area from damage.  Masonite and/or plywood will be laid
down and taped/affixed securely so as to prevent a tripping hazard.  The
Tenant's Contractor shall take all reasonable precautions for the safety of, and
shall provide all reasonable protection to prevent damage, injury or loss to:

               a.   all employees on the work and all other persons who may be
affected thereby;

               b.   all the work and all material and equipment to be
incorporated therein, whether in storage on or off the site, under the control
of the Contractor or any of his subcontractors or sub-subcontractors; and

               c.   other property at the site or adjacent thereto, including
trees, shrubs, lawns, walk pavements, roadways, structures and utilities not
designated for removal. The Tenant's Contractor shall be responsible for the
safe relocation or replacement of any materials if required in the course of
construction.

          3.   The Contractor shall designate a responsible member of its
organization at the Job Site as the Project Safety Officer, whose duties it
shall be to enforce the Contractor's safety and anti-substance abuse programs,
to conduct routine safety meetings and inspections and report accidents.  This
person shall be the Contractor's Project Manager unless otherwise designated in
writing by the Contractor and approved by the Landlord.  The Contractor shall
further cause each of its subcontractors and sub-subcontractors to designate a
responsible supervisory representative to assist the Contractor's Project Safety
Officer representative in the performance of his or her duties as aforesaid.

          4.   Should the Tenant and its Contractor fail to provide a safe area
for the construction of the Tenant's Work, the Landlord shall have the right,
but not the obligation, to suspend Work in the unsafe area.  All costs of any
nature (including, without limitation, overtime pay) resulting from the
suspension, by whomsoever incurred, shall be borne by the Tenant.

          5.   The Tenant's Contractor shall provide to each worker on the Job
Site the proper safety equipment for the duties being performed by that worker
and will not permit any worker on the Job Site who fails or refuses to use the
same.  Standard safety equipment will include, but is not limited to, safety
boots, hard hats, and long pants.  The Landlord shall have the right, but not
the obligation, to order the Tenant's Contractor to send a worker home for the
day or to discharge a worker for his or her failure to comply with safe
practices or anti-substance abuse policies, with which order the Contractor
shall promptly comply.

          6.   The Tenant and its Contractor shall indemnify the Landlord, from
and against any and all liability, public or private, penalties, contractual or
otherwise, losses, damages, costs, attorneys' fees, expenses, causes of action,
claims or judgments resulting either in whole or in part from any failure of the
Tenant's Contractor, its subcontractors or sub-subcontractors or anyone directly
or indirectly employed by any of them or for whose acts any of them may be
liable, to comply with the terms of this Exhibit or applicable regulations.
Neither the Tenant not its Contractor shall be relieved of its responsibilities
hereunder should the Landlord act or fail to act pursuant to its rights
hereunder, nor shall the Landlord thereby assume, nor be deemed to have assumed,
any responsibilities otherwise imposed upon the Tenant to its Contractor by
Exhibit by virtue of the Landlord's construction and/or safety activities in the
Building.

          7.  The Landlord reserves the right, but assumes no duty, to establish
and enforce standards, and to change the same from time to time, for the
protection of persons and property, with which the Tenant's Contractor shall
comply, and to review the efficiency of all protective measures taken by the

                                      30
<PAGE>
 
Contractor.  The exercise of or failure to exercise any or all of these acts by
the Landlord shall not relieve the Tenant's Contractor of its duties and
responsibilities pursuant to this Exhibit as well as applicable laws and
regulations, and the Landlord shall not thereby assume, nor be deemed to have
assumed, any such duties or responsibilities of the Tenant or the Tenant's
Contractor.

     G.   COORDINATION AND COOPERATION

          All Tenant's contractors shall maintain good labor relations, be
capable of performing quality workmanship and work in harmony with the
Landlord's contractors, other contractors on the job, and any other labor entity
at or servicing the project.

          The Tenant's contractor shall cooperate with the Landlord's Project
Manger and all other contractors by coordinating the work, in order not to delay
other work in progress, interfere with the operations of existing stores, or
impede or endanger the safety of the contractors and the public.  The Tenant's
Contractor shall provide competent full-time supervision, and observe suitable
safety practices.

          In the event the Tenant's Contractor or any of its employees willfully
violates requirements of this Tenant Work Agreement, the Landlord may order the
Tenant's contractor(s) removed from the Building and replaced with a contractor
acceptable to the Landlord.

     H.   PROTECTION OF WORK AND PROPERTY; RESPONSIBILITY FOR LOSS

          1.   The Tenant and its Contractor shall, throughout the performance
of its Work, maintain adequate and continuous protection of all its materials
and equipment and temporary facilities against loss or damage from whatever
cause, shall protect the property of the Landlord and third parties from loss or
damage from whatever cause arising out of the performance of the Tenant's Work
and shall comply with the requirements of the Landlord and its insurance
carriers and with all applicable laws, codes, rules and regulations with respect
to the prevention of loss or damage to property as a result of fire or other
hazards.  The Landlord may, but shall not be required to, make periodic patrols
of the Building as a part of its normal security program.  In such event,
however, the Tenant shall not be relieved of its aforesaid responsibilities.

          2.   The Tenant shall have full and complete charge and care of and
shall bear all risk of loss of, except as compensated by Landlord's insurance
coverages specified in the Lease, and injury or damage to, its Work, equipment,
materials and property of any kind whatsoever located in or around the Building
(specifically including Landlord-furnished supplies, equipment or other items to
be utilized in connection with, or incorporated in, the Work) from any cause
whatsoever.  The Tenant shall rebuild, repair, restore and make good all losses
of, and injuries or damages to, the Work or any portion thereof (specifically
including Landlord-furnished supplies, equipment or other items to be utilized
in connection with, or incorporated in, the Work) before final acceptance of the
Work.  Such rebuilding, repair or restoration shall be at the Tenant's sole cost
and expense unless the loss, injury or damage requiring such rebuilding, repair
or restoration:  (a) is caused solely by the Landlord unless (i) such loss or
damage would be covered by any policy or policies of insurance which the
Contractor is required to maintain hereunder, whether the Contractor actually
maintains such insurance or not, or (ii) is otherwise covered by a policy or
policies of insurance maintained by the Contractor, whether or not required
hereunder); or (b) is caused by a hazard against which the Landlord is required
to insure under the provisions of the Lease hereof; provided, however, that if
the loss, injury or damage would not have occurred but for the negligent act or
omission of the Tenant, its Contractor, any of its subcontractors or sub-
subcontractors, or anyone directly or indirectly employed by any of them or for
whose acts any of them may be liable, the rebuilding, repair or restoration
shall be at the Tenant's cost and expense to the extent of the deductible on
said insurance.

     I.   TEMPORARY FACILITIES/CLEANUP

          1.   Tenant shall provide and pay for all temporary facilities, and
the removal of debris, as necessary and required in connection with the
construction of the Leased Premises.  Storage of Tenant's Contractor's
construction material, tools, equipment and debris shall be confined to the
Leased Premises.  Tenant's Contractor may be directed to place debris in
specific locations for removal from the site by Landlord and in such case, where
Tenant's Contractor complies, only the cost of removal of debris from the site
will be charged to Tenant, who will be responsible for the recovery of such
costs from its Contractor.  In no event shall any material be stored in service
corridors nor shall any debris be deposited in service corridors or other areas.

          2.   The Tenant's Contractor shall at all times keep the Premises
clean and free from accumulation of waste materials or rubbish (including,
without limitation, hazardous waste), caused by his performance of the Work, and
shall continuously throughout performance of the Work remove and dispose of all
such materials from the Work Site and the Building.  The Tenant's Contractor
shall provide one 55 gallon drum modified for use as a trash receptacle for each
500 feet of area of construction in progress and shall empty the receptacles
regularly as they become full.  The Tenant's Contractor will mop clean the
construction area, and clean to remove dust, a minimum of three times daily.  In
addition, the Landlord may require the Tenant's Contractor to comply with such
standards, means and methods of cleanup, removal or disposal as the Landlord may
make known to the Contractor.

          3.  In the event the Contractor fails to keep the Premises clean and
free from such waste or rubbish, or to comply with such standards, means and
methods, the Landlord may take any such action it deems necessary to accomplish
and maintain the cleanup required and charge any and all costs or expenses of
whatever nature paid or incurred by the Landlord in undertaking such action
directly to the Tenant.  The 

                                      31
<PAGE>
 
Tenant's Contractor shall notify the Landlord in advance of the generation,
importation, storage, transportation or disposal, of any hazardous waste, toxic
materials or contaminants of any type in connection with the Project.

     J.   BARRICADES/SITE PROTECTION

          Minimum specifications for construction barricades are as follows:

          1.   The barricade shall be constructed of 5/8" plywood a minimum of
8'0" in height. The barricade shall include a 6" x 1" header board at the top
and a construction door with a proper closure to be maintained in operable
condition. Said barricade is to be installed in a manner to cause no damage to
the tile or any other area where it is anchored.

          2.   The Tenant is to provide Landlord with a camera ready logo, and
applicable camera ready tag lines for Landlord to develop graphics on the
barricade.  Any additional photographs, designs or graphics proposed by Tenant
will be considered for inclusion on the barricade by Landlord.  The location of
the barricade must be reviewed by Landlord management prior to installation.  A
minimum of 48" must be maintained from the outside of the barricade to the
structure on the opposite side.  Barricades must be painted in Sinclair Sand,
the City of San Francisco barricade standard.  Barricades and entrance area to
be maintained with touch-up paint throughout the construction period.

          3.   All exposed public area between the inside of the barricade and
the existing facility shall be properly protected and maintained at all times.
The Tenant's Contractor will be responsible for replacing any surfaces damaged
due to the construction of the barricade on the Premises. Tenant's Contractor is
to provide a padlock on the barricade and a copy of the padlock key to
Landlord's Project Manager.

          4.   Before beginning construction, Tenant's Contractor shall provide
walk-off mats of masonite or plywood at the entrance to construction areas from
freight elevator stairwells and escalators. . The contractor shall use masonite
or plywood to protect the tile flooring in the common area from damage. Masonite
and/or plywood will be laid down and taped/affixed securely so as to prevent a
tripping hazard.

          5.   Protection to all walls and flooring in the elevators, stairwells
or applicable premises shall be provided by the Contractor. If Tenant's
Contractor damages the floors, floor tiles, carpets, walls, ceilings, passenger
elevators or any other portion of the Center, Landlord shall repair same at
Tenant's sole cost and expense

          6.   Escalators are not permitted for use of transporting construction
materials.

          7.   Flat bed carts with pneumatic wheels are permissible to transport
materials, with Landlord's approval.

          8.   No parking areas are available for Tenant's contractor(s) at the
Building.  Tenant's Contractor must arrange for remote parking and transport its
employees to the Work area. There is never any parking provided in the Loading
Dock area.  This area is used only for deliveries.  NO EXCEPTIONS.

          9.   All permanent keying is to be provided by the Tenant.  During
construction, until Tenant occupies the Premises for operation, the Tenant's
Contractor will provide locks on entry to Premises and will provide Landlord's
Project Manager a copy for security purposes.

          10.  Access to the Loading Dock for large shipments of materials shall
be made available by reservation only through the Building Office upon not less
than two (2) days advance notice.

          11.  Freight elevator service is available and required for
transporting building materials and tools to or from the Work area. Freight
elevators are available during off-peak hours and must be scheduled in advance
and coordinated with the Landlord's Construction Manager.  Elevators are
available on a first come, first serve basis.

          12.  Freight elevator cannot be monopolized during business hours.
The freight elevator may not be held or stopped during normal hours.

          13.  Shipment deliveries over 20 minutes must be done after 6:00 PM or
on weekends.

          14.  The Contractor shall not pour any foreign matter down the
plumbing fixtures.

          15.  Any dust created by the construction work must be contained
within the space in which the work is performed.

          16.  Tenant's Contractor shall have portable fire extinguishers, as
required, at all times within the Premises during construction.

          17.  Any of Tenant's Work which affects the structure or structural
system of the Leased Premises shall be subject to prior written approval of
Landlord.

          18.  Landlord reserves the right to exclude from the Center all such
objects which violate any of these provisions or any provisions of the Lease or
of applicable laws or regulations.

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          19.  Tenant shall not move or install such objects in or about the
Center in such a fashion as to unreasonably obstruct the activities of other
tenants, and all such moving shall be at the sole expense, risk and
responsibility of Tenant.  Tenant shall not use in the delivery, receipt or
other movement of freight, supplies, furniture, fixtures and other personal
property to, from or within the Center, or in any space or other public halls of
the Center, any hand trucks other than those equipped with rubber tires and side
guards or such other material-handling equipment as Landlord may approve.

     K.   ACCESS TO ROOF

          Access to the roof is restricted to Landlord's personnel and
Landlord's designated contractors only.  No contractor or subcontractor will be
permitted on the roof unless written permission has been obtained from the
Landlord's Project Manager for Tenant Construction

     L.   ELEVATORS/ESCALATORS

          All material delivery/debris removal will be made as expeditiously as
possible through the Loading Dock and freight elevator only. Use of the freight
elevator must be scheduled ahead of time for after hours use.

     M.   FIRE PREVENTION

          Tenant's Contractor shall not prop open or detach door closer on
required Exit (Fire) Doors.

          All work requiring an open flame must have a permit from the Fire
Department and comply with all Fire Department regulations. This includes
plumbing, cutting, welding, etc.  Also, notify Landlord's Project Manager before
use EACH DAY in order to bypass smoke alarms.

          The Contractor is to provide approved flammable liquid storage
cabinets for all flammables on site or remove them each day from the Premises.

          The Contractor will post a firewatch for any open flame burning and
welding.

     N.   UTILITIES

          During construction, the Landlord will make available to the Tenant's
contractors temporary utilities consisting of electrical power through the
Tenant's permanent primary electrical service, designated toilet facilities, and
water, at a net cost of $1000.00 per month (or fraction thereof) or $.10 per
square foot per month (or fraction thereof)(whichever is greater) from the time
the Tenant's contractor starts construction until the Tenant opens for business.
Tenant's electrical contractor shall be required to provide ground fault
protections for all power equipment used in the Premises.

          1.   All heating, ventilation and air conditioning controls to be
Building Standard.

          2.   All electrical panel labeling to be performed in accordance with
the N.E.C. and Building Specifications.

          3.   All light fixtures shall conform with the Building Standards.

          4.   Upon completion of construction, completely rebalance heating,
ventilation and air conditioning systems.  Balancing shall be done by a Landlord
approved Balancing Contractor, costs to be borne by Tenant.

          5.   Doors to equipment and electrical rooms shall NOT be left open
when Contractor is not present.

          6.   Cabling: This term when used in this guide will encompass all low
voltage wiring 24-volt and below, telephone wiring, all Data wiring and cables,
temperature sensing wiring, coaxial cable, thermostat wiring, any sensor wiring;
e.g. water detection tape, antennae wire, sound and intercom systems, and all
Local Area Network (LAN) wiring.

               a.   All outlets for any items that must be installed in a new or
existing walls shall be provided with a code conforming outlet box (not
plastic), a conduit run above the finished ceiling line and a finished cover or
trim plate.  Conduit shall be minimum of one-half inch inside trade size.

               b.   Wiring that has emerged from the wall outlet shall be neatly
bundled or wrapped, but shall not be fastened to building surfaces in any way
unless approved by the building management. Wiring may not be run in the open on
a finished ceiling or wall surface or an occupied arm unless installed in a
communication room, phone closet or electrical closet.

               c.   Wiring type: All cable of any type referred to in this
criteria must be run in conduit above the ceiling or under the floors of any
given area.

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               d.   All Work must be performed in a neat and workmanship like
manner.  If any questions arise as to existing conditions, or means and methods
not covered in this criteria, tenants must contact the Landlord.

               e.   All line voltage and low voltage cable runs in the ceiling
must be independently supported, according to the SF Building Code. The standard
method of support for the Building is by wire rack or trapeze.

     O.   DAMAGE TO WORK/DISPUTES

          1.   Should the Tenant's Contractor cause damage to the work or
property of the Landlord or of any other contractor on the Project (a "Separate
Contractor"), or to other work on the Job Site, or delay or interfere with the
Landlord's or any Separate Contractor's work, the Contractor shall be liable for
the same; and, in the case of any Separate Contractor, the Contractor shall
attempt to settle said claim with such Separate Contractor prior to the Separate
Contractor's institution of litigation or other proceedings against the
Contractor.  If so requested by the parties to the dispute, the Landlord may,
but shall not be obligated to, arbitrate the dispute, in which event the
decision of the Landlord shall be final and binding on the parties to the
dispute.  If any Separate Contractor providing work for the Building sues the
Landlord or the Landlord's Representative on account of any damage, delay or
interference caused or alleged to have been so caused by the Contractor, the
Landlord shall notify the Tenant who shall indemnify the Landlord regarding such
proceedings at the Tenant's expense.

          2.   Should any Separate Contractor cause damage to the Work or to the
property of the Contractor or cause delay or interference with the Contractor's
performance of the Work, the Contractor shall present to such Separate
Contractor any claims it may have as a result of such damage, delay or
interference (with an information copy to the Landlord) and shall attempt to
settle its claim against such Separate Contractor prior to the institution of
litigation or other proceedings against such Separate Contractor.  If so
requested by the parties to the dispute, the Landlord may, but shall not be
obligated to, arbitrate the dispute, in which event the decision of the Landlord
shall be final and binding on the parties to the dispute.

          3.   In no event shall the Contractor seek to recover from the
Landlord or the Landlord's Representative, and the Tenant agrees to indemnify
the Landlord against any costs, expenses or losses incurred by the Landlord as a
result of any damage to the Work or property of the Contractor, or any claim
submitted by the Tenant's Contractor based upon delay or interference, caused or
allegedly caused by any Separate Contractor.

          4.   If a dispute arises between the Contractor and any Separate
Contractor as to the responsibility for cleaning as required hereunder, the
Landlord may clean and charge the cost thereof to the responsible contractor, or
apportion it among the several responsible contractors, as the Landlord shall
determine to be just.

     P.   LIENS

          In making progress and final payments to contractors, the Tenant
should obtain valid waivers of lien, indicating payment in full for labor,
materials, and subcontractors.  The Landlord may request to see evidence of such
waivers before permitting the Tenant to open the premises for business.

     Q.   WALK-THROUGH

          At the completion of construction, tenant, its architect, contractor
and Landlord shall conduct a final walk-through of the premises detailing all
punchlist items to be completed by tenant's contractor at the contractor's
expense.

     R.   INSPECTION AND ACCEPTANCE

          It is the Tenant's contractors' responsibility to schedule inspections
as necessary and to comply with their requirements, and all codes and
regulations.  A copy of all inspection reports must be submitted to the
Landlord's Project Manager for Tenant Construction.  Tenant's Contractor's work
shall be subject to the inspection of Construction Manager, Landlord and their
supervisory personnel.  Any defects and/or deviations from the approved plans
shall be rectified by Tenant's Contractors at Tenant's sole cost and expense.

     S.   LANDLORD'S PRIOR RIGHTS

          The Landlord retains prior rights to the space 1'-0" below the lowest
structural beam within the Tenant's premises to accommodate the center's
structural, mechanical, and electrical requirements, such as piping, ducts,
conduit, etc., in accordance with the Lease.

     T.   CERTIFICATE OF OCCUPANCY

          Provided Landlord has complied with the provisions of Section 5.1 of
this Lease, the Tenant shall obtain a certificate of occupancy from the City of
San Francisco and submit a copy of this certificate to the Landlord's Project
Manager for Tenant Construction before opening the premises to the public.  One
set of "as built" drawings and CAD files must be provided to the Landlord by the
Tenant.

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     U.   VIOLATIONS

          In the event the Tenant is notified of any violations of codes,
ordinances, regulations, or of obligations hereunder, either by the
jurisdictional authorities or by the Landlord, the Tenant shall correct such
violations within seven calendar days from such date of notification.  Should
the Tenant fail to correct such violations within seven calendar days, the
Landlord will correct such violations at the Landlord's actual cost plus fifteen
percent for administration cost, and invoice the Tenant accordingly.

     V.   WARRANTIES

          Tenant shall cause its Contractor to provide warranties for not less
than one (1) year against defects in workmanship, materials and equipment.

     W.   BOND

          Any contractor engaged by a Tenant having a contract of $50,000 or
more, shall furnish a performance and payment bond naming both the Tenant and
The Center; Sony Development and their subsidiaries; as their interest may
appear.  Evidence of the bond must be filed with the Landlord's Project Manager
for Tenant Construction before construction may begin.

     X.   LANDLORD'S RIGHT TO PERFORM WORK

          Landlord shall have the right to perform, on behalf of and for the
account of Tenant, which shall be subject to reimbursement of the cost thereof
by Tenant, any and all of Tenant's work which affects the structure of the
Leased Premises.  In addition, Landlord shall have the right to perform any work
which Landlord determines in its sole discretion should be performed immediately
and on an emergency basis for the best interest of the project, including
without limitation work which pertains to structural components of the Center's
mechanical, sprinkler and general utility systems, roofing and removal of unduly
accumulated construction material and debris.  In the event Tenant shall default
under any obligation under this Exhibit, in addition to the remedies contained
in the Lease Agreement, Landlord shall have the right to perform any and all of
Tenant's work hereunder.  The cost of any such work carried out by Landlord on
behalf of Tenant shall be paid by Tenant to include any loading for overtime or
any other loading as a result of carrying out emergency work.

     Y.   LANDLORD'S SCOPE OF WORK

          Without limiting the other provisions of this Lease, Landlord shall
perform or cause to be performed the work described in Revision 8 Scope of Work
Matrix dated 1/28/97, attached hereto and made a part hereof.

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