<PAGE>

                                                                  Exhibit 10.6


                                       LEASE


                                    - BETWEEN -


                                 KPT REMIC LOAN LLC

                                                             LANDLORD

                                      - AND -

                                 AMERICABILIA, INC.
                                 DBA AMERICABILIA


                                                             TENANT










VEGAS POINTE PLAZA
LAS VEGAS, NEVADA
<PAGE>


                              TABLE OF CONTENTS

<TABLE>
<S>           <C>
ARTICLE 1.    SUMMARY OF TERMS
      1.01.   LANDLORD
      1.02.   TENANT
      1.03.   TRADE NAME
      1.04.   GUARANTOR
      1.05.   BROKER
      1.06.   PERMITTED USE
      1.07.   SHOPPING CENTER
      1.08.   PREMISES
      1.09.   CONDITION OF PREMISES
      1.10.   SIGN(S)
      1.11.   PROJECTED DELIVERY DATE
      1.12.   COMMENCEMENT DATE
      1.13.   TERM
      1.14.   OPTION TERM
      1.15.   TENANT IMPROVEMENT ALLOWANCE
      1.16.   RADIUS
      1.17.   SECURITY DEPOSIT
      1.18.   MINIMUM RENT
      1.19.   PERCENTAGE RENT RATE AND AMOUNTS
      1.20.   ADDITIONAL CHARGES

ARTICLE 2.    SPECIAL TERMS

ARTICLE 3.    DEFINITIONS
      3.01.   ADDITIONAL CHARGES
      3.02.   BUILDING
      3.03.   COMMON AREA
      3.04.   CONSUMER PRICE INDEX
      3.05.   DELIVERY DATE
      3.06.   EFFECTIVE DATE
      3.07.   GROSS SALES
      3.08.   HAZARDOUS MATERIALS
      3.09.   LEASE YEAR
      3.10    MAJOR TENANT
      3.11    PERCENTAGE RENT
      3.12    PRIME RATE
      3.13    RENT
      3.14    STATE
      3.15    TAX YEAR
      3.16    TAXES
      3.17    TENANT'S PROPORTIONATE SHARE

ARTICLE 4.    GRANT AND TERM
      4.01.   SHOPPING CENTER; PREMISES
      4.02.   TERM

ARTICLE 5.    PREPARATION/CONDITION OF PREMISES; ALTERATIONS
      5.01.   LANDLORD'S WORK
      5.02.   DELIVERY DATE
      5.03.   TENANT'S WORK
      5.04.   PERFORMANCE OF TENANT'S WORK AND OTHER ALTERATIONS
      5.05.   REMOVAL BY TENANT

                                      2
<PAGE>


ARTICLE 6.    CONDUCT OF BUSINESS
      6.01    USE AND TRADE NAME
      6.02    OPERATION OF BUSINESS
      6.03    UTILITIES
      6.04    SIGN
      6.05    TENANT'S ADDITIONAL COVENANTS
      6.06    STORAGE AND OFFICE SPACE
      6.07    CARE OF PREMISES REGARDING HEAVY EQUIPMENT/FIXTURES
      6.08    NOTICE BY TENANT
      6.09    RADIUS
      6.10    HAZARDOUS MATERIALS

ARTICLE 7.    RENT
      7.01.   PAYMENTS BY TENANT
      7.02.   MINIMUM RENT
      7.03.   PERCENTAGE RENT
      7.04.   ADDITIONAL CHARGES
      7.05.   INTEREST ON PAST-DUE SUMS/LATE CHARGE
      7.06.   SECURITY DEPOSIT

ARTICLE 8.    COMMON AREA
      8.01.   USE OF COMMON AREA
      8.02.   COMMON AREA MAINTENANCE EXPENSES

ARTICLE 9.    TAXES
      9.01.   TENANT TO PAY PROPORTIONATE SHARE OF TAXES

ARTICLE 10.   INSURANCE, INDEMNITY AND LIABILITY
      10.01   LANDLORD'S INSURANCE OBLIGATIONS
      10.02.  TENANT'S INSURANCE OBLIGATIONS
      10.03.  GENERAL PROVISIONS
      10.04.  COVENANTS TO HOLD HARMLESS
      10.05.  LIABILITY OF LANDLORD TO TENANT

ARTICLE 11.   ADVERTISING AND MARKETING
      11.01   MARKETING FUND
      11.02.  TENANT'S CONTRIBUTION
      11.03.  MISCELLANEOUS MARKETING REQUIREMENTS

ARTICLE 12.   REPAIRS AND MAINTENANCE
      12.01.  LANDLORD'S RESPONSIBILITIES
      12.02.  TENANT'S RESPONSIBILITIES

ARTICLE 13.   DEFAULT AND REMEDIES
      13.01   ELEMENTS OF DEFAULT
      13.02.  LANDLORD'S REMEDIES
      13.03.  BANKRUPTCY
      13.04.  ADDITIONAL REMEDIES AND WAIVERS
      13.05.  CURE OF TENANT'S FAILURE

ARTICLE 14.   DESTRUCTION OF PREMISES
      14.01   CONTINUANCE OF LEASE
      14.02.  RECONSTRUCTION

                                      3
<PAGE>


ARTICLE 15.   CONDEMNATION

      15.0    EMINENT DOMAIN
      15.02.  RENT APPORTIONMENT
      15.03.  TEMPORARY TAKING

ARTICLE 16.   ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE
      16.01.  NO ASSIGNMENT, ETC. WITHOUT LANDLORD'S CONSENT
      16.02.  TENANT REQUEST
      16.03.  LANDLORD'S RIGHT TO TERMINATE
      16.04.  COSTS
      16.05.  ASSUMPTION OF OBLIGATIONS
      16.06.  CHANGE OF CONTROL

ARTICLE 17.   SUBORDINATION; FINANCING; TRANSFERS
      17.01.  SUBORDINATION
      17.02.  ATTORNMENT
      17.03.  FINANCING REQUIREMENTS
      17.04.  TRANSFER OF LANDLORD'S INTEREST
      17.05.  ESTOPPEL CERTIFICATE

ARTICLE 18.   DELAYS
ARTICLE 19.   END OF TERM
      19.01.  RETURN OF PREMISES
      19.02.  HOLDING OVER

ARTICLE 20.   COVENANT OF QUIET ENJOYMENT

ARTICLE 21.   MISCELLANEOUS
      21.01.  ENTIRE AGREEMENT
      21.02.  NOTICES
      21.03.  GOVERNING LAW
      21.04.  SUCCESSORS
      21.05.  LIABILITY OF LANDLORD
      21.06.  BROKERS
      21.07.  NO PARTNERSHIP
      21.08.  ACCORD AND SATISFACTION
      21.09.  WAIVER OF COUNTERCLAIMS
      21.10.  WAIVER OF JURY TRIAL
      21.11.  SEVERABILITY
      21.12.  RULES AND REGULATIONS
      21.13.  FINANCIAL STATEMENTS
      21.14.  RELOCATION
      21.15.  FINANCING
      21.16.  LIEN ON FIXTURES
      21.17.  ATTORNEY FEES
      21.18.  GOOD STANDING AND DUE AUTHORIZATION
      21.19.  REIT QUALIFICATIONS
      21.20.  GENERAL RULES OF CONSTRUCTION
      21.21.  RECORDING
      21.22.  EFFECTIVE DATE
      21.23.  HEADINGS
</TABLE>

Exhibit A Site Plan
Exhibit B Landlord's Work/Tenant's Work
Exhibit C Tenant Sign Criteria

                                      4
<PAGE>


                                  LEASE AGREEMENT

          THIS LEASE AGREEMENT ("Lease") is made as of the   7   day of  May,
1999, by and between the Landlord and Tenant named below who, in consideration
of the mutual covenants and agreements m this Lease, agree as follows:


                            ARTICLE 1. SUMMARY OF TERMS

     Where used in this Lease, the following Terms shall have the meanings
ascribed:

<TABLE>
<S>    <C>                         <C>
1.01.  LANDLORD:                   KPT REMIC LOAN LLC

          NOTICE ADDRESS:          KPT REMIC LOAN LLC
                                   C/O KONOVER PROPERTY TRUST, INC.
                                   11000 REGENCY PARKWAY
                                   THIRD FLOOR, EAST TOWER
                                   CARY, NORTH CAROLINA 27511
                                   ATTENTION: VEGAS POINTE PLAZA, LAS VEGAS,
                                   NEVADA

          PAYMENT ADDRESS:         KONOVER PROPERTY TRUST, INC
                                   KPT REMIC LOAN LLC
                                   POST OFFICE BOX 601240
                                   CHARLOTTE, NORTH CAROLINA  28260-1240.
                                   ATTENTION: VEGAS POINTE PLAZA, LAS VEGAS,
                                   NEVADA
                                   TELEPHONE NUMBER:   (919) 462-8787
                                   TELECOPIER NUMBER:   (919) 462-8799

1.02.  TENANT:                     AMERICABILIA, INC.

          NOTICE ADDRESS:          9155 LAS VEGAS BLVD., SOUTH
                                   SUITE 242
                                   LAS VEGAS, NEVADA 89123
                                   TELEPHONE NUMBER:   (702) 795-1580
                                   TELECOPIER NUMBER:   (702) 795-1584

          OPERATIONS CONTACT:      HANK CARTWRIGHT

1.03.     TRADE NAME:              AMERICABILIA

1.04.     GUARANTORS:              HANK CARTWRIGHT AND DIXIE CARTWRIGHT

1.05.     BROKER:                  N/A

1.06.     PERMITTED USE:           THE SALE, AT RETAIL, OF MEMORABILIA. TENANT
                                   MAY SELL VITAMINS IN AN AREA NOT TO EXCEED
                                   300 SQUARE FEET OF THE SALES FLOOR IN THE
                                   PREMISES AND TEN PERCENT  (10%) OF TENANT'S
                                   GROSS SALES.

1.07.     SHOPPING CENTER:         VEGAS POINTE PLAZA
                                   LAS VEGAS, NEVADA

                                      5
<PAGE>


1.08.     PREMISES:                BUILDING 2, SUITE NUMBER N/O, CONSISTING OF
                                   APPROXIMATELY 6,500 SQUARE FEET OF LEASABLE
                                   AREA AS SHOWN ON EXHIBIT A.

1.09.     CONDITION OF PREMISES:   TENANT SHALL RECEIVE THE PREMISES IN "AS IS"
                                   CONDITION. AS A RESULT, THE "LANDLORD'S WORK"
                                   PORTION OF EXHIBIT B SHALL ONLY APPLY IN THE
                                   EVENT OF CASUALTY.

1.10      SIGN(S):                 IN ADDITION TO SECTION 6.04, ALTHOUGH THE
                                   TENANT SHALL, AT  ITS EXPENSE, PROVIDE ITS
                                   UNDERCANOPY SIGN IN ACCORDANCE WITH EXHIBIT
                                   C, LANDLORD SHALL INSTALL SUCH UNDERCANOPY
                                   SIGN AT TENANT'S EXPENSE (WHICH EXPENSE TO
                                   TENANT SHALL IN NO EVENT EXCEED $175.00).

1.11.     PROJECTED DELIVERY DATE: MAY 15, 1999

1.12.     COMMENCEMENT DATE:       JUNE 1, 1999

1.13.     TERM:                    ONE (1) YEAR

1.14.     OPTION TERM:             ONE (1) THREE (3) YEAR OPTION (SEE SECTION
                                   4.02)

1.15.     TENANT IMPROVEMENT
          ALLOWANCE:               N/A

1.16.     RADIUS:                  FIVE (5) MILES FROM THE OUTSIDE BOUNDARY OF
                                   THE SHOPPING CENTER.

1.17.     SECURITY DEPOSIT:        $3,500.00 (SEE SECTION 7.06)

1.18.     MINIMUM RENT:
</TABLE>

<TABLE>
<CAPTION>
          YEAR             MONTHLY RENT         MONTHLY RENT
          ----             ------------         ------------
          <S>              <C>                  <C>
          MONTHS 1-6         $3,000.00          $3,000.00
          MONTHS 7-12        $3,500.00          $3,500.00
</TABLE>

<TABLE>
<CAPTION>
     OPTION YEARS       ANNUAL RENT PSF     MONTHLY RENT         ANNUAL RENT
     ------------       ---------------     ------------         -----------
     <S>                <C>                 <C>                  <C>
          2                 $6.84             $3,705.00          $44,460.00
          3                 $8.04             $4,355.00          $52,260.00
          4                 $9.24             $5,005.00          $60,060.00
</TABLE>

1.19. PERCENTAGE RENT RATES AND AMOUNTS: N/A

1.20. ADDITIONAL CHARGES: N/A

                                      6


                             ARTICLE 2.  SPECIAL TERMS

                                       None.


                               ARTICLE 3. DEFINITIONS

          Where used in this Lease, the following Definitions shall have the
meanings ascribed:

3.01.     "ADDITIONAL CHARGES" means all sums of money or charges of any kind
other than Minimum Rent and Percentage Rent payable by Tenant to Landlord
pursuant to this Lease. Additional Charges shall be considered "Rent" for all
purposes.

3.02.     "BUILDING" means the structure in which the Premises is located.

3.03.     "COMMON AREA" means the parking areas, pedestrian sidewalks and
bridges, mall areas, truck ways, loading docks, landscaped areas, delivery
areas, park areas, access and perimeter roads, and elevators, escalators and
stairs not contained in leased areas, and any other areas in the Shopping
Center designated by Landlord from time to time as Common Area.

3.04.     "CONSUMER PRICE INDEX" means the Revised Consumer Price Index for the
U.S. Department of Labor for all urban consumers (all items, 1982-84=100). The
"Previous Index" with respect to each Lease Year means the Index published for
the month closest, but prior to the first day of the immediately preceding
Lease Year. The "Current Index" with respect to each Lease Year, means the
Index published the month closest, but prior to, the first day of the Lease
Year.

3.05.     "DELIVERY DATE" means the date that any existing occupant has vacated
and surrendered the Premises, Landlord's Work is substantially completed,
except for any work dependent upon work to be performed by the Tenant, and
Landlord notifies the Tenant that the Premises are available to Tenant to
perform Tenant's Work (as defined in Section 5.03).

3.06.     "EFFECTIVE DATE" means the date the Lease has been executed by both
parties.

3.07.     "GROSS SALES" means the total amount of the actual sales price of all
sales of merchandise or services arising out of or payable on account of all
the business conducted in, on, or from the Premises by or because of Tenant or
any other seller (including sublessees, assignees, licensees and
concessionaires), including all orders for merchandise taken or filled at or
from the Premises, and including all deposits not refunded to customers.

3.08.     "HAZARDOUS MATERIALS" means and includes any materials or components
of materials now or hereafter designated or regulated as hazardous, dangerous,
toxic or harmful by any governmental authority with jurisdiction over the
Shopping Center or by orders, awards and standards relating to Hazardous
Materials adopted by any federal, state or local government or by any court,
agency, instrumentality, regulatory authority or commission with jurisdiction
over the Shopping Center.

3.09.     "LEASE YEAR" means:

          (a)     for purposes of calculating and referring to Percentage Rent,
for the first (potentially partial) Lease Year, the period that begins on the
first day of the month following the Commencement Date (or, if the Commencement
Date is the first day of the month, on the Commencement Date) and ends on the
following December 31. After the first Lease Year, the term "Lease Year" means
a period of twelve (12) consecutive calendar months beginning January 1 and
ending December 31, except that the final Lease Year shall end on the sooner of
the date the Term expires or the date Lease is terminated. The first and final
Lease Years may consist of fewer than twelve (12) full calendar months; and

          (b)     for all other purposes, for the first Lease Year, the period
from the Commencement Date to the last day of the twelfth (12th) calendar month
next following. After the first Lease Year, "Lease Year" means a period of
twelve (12) consecutive calendar months beginning the next day following the
end of the prior Lease Year.


                                       7

<PAGE>

3.10.     "MAJOR TENANT" means any single tenant that leases at least twenty
thousand contiguous square feet in the Shopping Center.

3.11.     "PERCENTAGE RENT" means the Percentage Rent Rate in Section 1.19
multiplied by all Gross Sales during a Lease Year in excess of the applicable
Sales Breakpoint for that Lease Year.

3.12.     "PRIME RATE" means the prime rate published from time to time in the
Wail Street Journal.

3.13.     "RENT" means the sum of the Minimum Rent and all Additional Charges.

3.14.     "STATE" means the state where the Shopping Center is located.

3.15.     "TAX YEAR" means a period established as the real estate tax year by
the taxing authorities having jurisdiction over the Shopping Center.

3.16.     "TAXES" means and includes:

          (a)     All real estate taxes, assessments, license fees or charges,
excises on rent, water and sewer rents, and other governmental impositions that
are levied in connection with the use, occupancy or possession of all land,
buildings, and improvements comprising the Shopping Center during the Term;

          (b)      All expenses incurred in connection with the institution,
prosecution, conduct and maintenance of any negotiations, settlements, actions,
or proceedings relating to the amount of any Taxes and including a fair and
equitable allocation of Landlord's costs in administering the Taxes payable and
paid;

          (c)      Any current installment of any assessment for public
betterment or improvement and the interest on unpaid installments;

          (d)     Any payments in lieu of taxes ("PILOT") made to any
governmental authority pursuant to any PILOT or similar agreement entered into
with the governmental authority in connection with any industrial development
authority financing. The amount of PILOT payments included in Taxes shall not
exceed an amount equal to what the Taxes would have been if the Shopping Center
was owned by a taxable entity.

      "TAXES" do not include:

          (a)     Any charge such as a water meter charge or sewer rent
measured by the consumption of the actual user of the item or service for which
the charge is made;

          (b)    Any inheritance, estate, succession, transfer, gift,
franchise, corporate, income or profit tax or capital levy imposed upon
Landlord.

3.17      "TENANT'S PROPORTIONATE SHARE" OR "PROPORTIONATE SHARE" means, in the
first calendar year or partial calendar year and with respect to Common Area
Maintenance Expenses, Taxes, and Marketing Fund, the then current estimated
amount, which may differ from that shown in Section 1.20. After the first
calendar year or partial calendar year, as applicable: (a) with respect to
Carmon Area Maintenance Expenses, and Taxes, the term means the product of
Landlord's estimate for the charges multiplied by a fraction, the numerator of
which is the gross leasable area of the Premises and the denominator of which
shall be the total gross leasable area in the Shopping Center, less the gross
leasable area leased by Major Tenant(s); and (b) with respect to all other
charges, the term means the product of Landlord's estimate for the charges
multiplied by a fraction, the numerator of which is the gross leasable area of
the Premises and the denominator of which shall be the number of square feet of
leased area in the Shopping Center, less the gross leasable area leased by
Major Tenant(s).


                                       8

<PAGE>

                              ARTICLE 4.  GRANT AND TERM

4.01.     SHOPPING CENTER; PREMISES.

          (a)     Landlord leases to Tenant and Tenant leases from Landlord the
Premises in the Shopping Center shown on Exhibit A (the "Site Plan").

          (b)     Landlord is not leasing the roof, floor, ceiling, the
exterior of the walls, and the area above and beneath the Premises to the
Tenant. Landlord may, at any time, enter the Premises and any of its
appurtenances (including with workers and materials) to: (i) inspect the
Premises; (ii) make repairs, replacements or alterations to the Premises or the
Shopping Center; or (iii) show the Premises to prospective purchasers, lenders
or lessees. Except in the event of an emergency, Landlord shall notify Tenant
prior to entering the Premises. In the event of an emergency, no notice shall
be required. Landlord may erect, use, maintain, and repair pipes, conduits,
plumbing, vents, ducts and wires in, to, under, over and through the Premises
as Landlord determines necessary or appropriate for the proper operation and
maintenance of the Premises and the Shopping Center. Landlord shall perform
work in a manner so as not to unreasonably interfere with Tenant's operations
in the Premises, considering the nature of the work to be performed. Landlord's
exercise of its rights under this subsection shall never constitute an eviction
or permit Tenant to abate or otherwise reduce any payment of Rent.

          (c)     The Premises includes all of the area within the mid-line of
interior walls that separate the Premises from other leasable areas and within
the exterior face of all other demising walls, including any entranceways and
vestibules to the Premises. The "leasable area" set forth in Section 1.08 shall
be used for all calculations throughout this Lease based on square footage,
except Landlord may enter the Premises at any time to measure and obtain exact
square footage of the Premises. If the measurement reveals that the gross
leasable area of the Premises is different from that indicated in Section 1.08,
Landlord may make an appropriate adjustment to all Rent and other charges based
on the actual square footage of the Premises effective from the Commencement
Date.

          (d)     The Site Plan sets forth the general layout of the Shopping
Center. Landlord specifically reserves the right to change the number and
location of buildings, building dimensions, the number of floors in any of the
buildings, store dimensions, Common Area, and the identity and type of other
stores and tenancies and or at the Shopping Center. Landlord may locate or
erect in or on the Shopping Center permanent or temporary kiosks, structures
and other improvements of any type. Landlord's exercise of its rights under
this subsection may temporarily restrict or diminish the free flow of traffic
in the Shopping Center or temporarily create noise or other annoyances but
shall never constitute an eviction of Tenant or a disturbance of the use and
possession of the Premises.

4.02.     TERM.

          (a)     The Term begins on the Commencement Date and expires at 11:59
p.m. local time on the last day of the last Lease Year of the Term set forth in
Section 1.13 (the "Expiration Date"), unless sooner terminated in accordance
with the provisions of this Lease.

          (b)     So long as this Lease has not expired or been terminated and
Tenant is not in Default either at the time of exercise of any Option Term or
at the commencement of any Option Term, Tenant may in accordance with
subsection (c) below extend the Term for the Option Term[s] set forth in
Section 1.14.  Except as otherwise provided in this subsection, all terms and
conditions of this Lease shall apply during the Option Term[s], subject to any
adjustments to the Minimum Rent as described in Article 1. Sections 5.01 and
5.02 of this Lease shall not apply during any Option Term, as the Tenant shall
accept the Premises, Building, and Shopping Center in "as is" condition at the
beginning of any Option Term. Tenant shall, prior to the commencement of each
Option Term, make all alterations and improvements necessary for the Premises
to appear to be in substantially the same condition as the Premises existed at
the commencement of the Term.

          (c)     If Tenant is not in Default at the time of exercise, each
respective Option Term shall be considered exercised unless Tenant gives
Landlord written notice to the contrary at least ninety (90) days prior to the
expiration of the Term preceding an Option Term.


                                       9

<PAGE>


            ARTICLE 5.   PREPARATION/CONDITION OF PREMISES; ALTERATIONS

5.01.     LANDLORD'S WORK.

          (a)     Landlord does not make any representations about the
Premises, the Building, or the Shopping Center except as expressly set forth in
this Lease. Tenant acquires no rights, easements, licenses, or exclusives
unless expressly granted in this Lease. The Premises and its systems and
equipment are being delivered to Tenant in their "as is" condition as of the
date of this Lease, except that: (i) the HVAC unit shall be delivered in
working order; and (ii) Landlord, at its expense, shall perform the work (if
any) described in Exhibit B ("Landlord's Work"). Any other work performed by
Landlord, other than the Landlord's Work, shall be at Tenant's request and
expense and the cost of the additional work, plus a fifteen percent (15%)
administrative fee, shall be paid by the Tenant within ten (10) days after the
Landlord presents a bill for the work to the Tenant. Acceptance of possession
of the Premises by Tenant shall be conclusive evidence that Landlord's Work has
been fully performed in the manner required.

          If any portion of Landlord's Work is dependent upon Tenant's plans
and specifications or other information or materials to be supplied by Tenant,
and Tenant fails to provide the plans and specifications or other information
or materials properly or timely then, at Landlord's option: (1 ) Landlord may
elect not to perform that portion of Landlord's Work, (2) Landlord may perform
that portion of Landlord's Work in accordance with plans and specifications or
other information determined by Landlord in its sole discretion to be
appropriate, or (3) Landlord may wait for the appropriate plans and
specifications or other information or materials from the Tenant. Should
Landlord elect to wait for the appropriate plans and specifications or other
information or materials from Tenant, then Tenant shall be required to pay
Minimum Rent and Additional Charges for a period preceding the Commencement
Date equal to the number of days that the Delivery Date was delayed as a result
of such wait.

          (c)     Within ten (1 O) days after the expiration or early
termination of this Lease, Tenant shall provide Landlord with documentation
satisfactory to Landlord evidencing that, as of the expiration or  termination
date, all systems and equipment in the Premises were in working order. If
Tenant fails to provide the required documents or fails to return all systems
and equipment in the Premises to Landlord in working order, and Landlord incurs
costs as a result, Tenant shall reimburse Landlord for its costs within ten
(1O) days after Landlord sends Tenant a request for reimbursement.

5.02.     DELIVERY DATE. Landlord makes no representation as to the Delivery
Date or the Commencement Date of this Lease. The obligations of Tenant under
this Lease shall not be affected by a postponement of the Projected Delivery
Date. Landlord shall not be liable for failure to deliver possession of the
Premises on any projected Delivery Date or Commencement Date, and Tenant
expressly waives the provisions of any law to contrary. If requested by Tenant,
Landlord shall confirm the Delivery Date in writing.  Tenant shall be required
to provide the following prior to Landlord's providing Tenant with possession
of the Premises;

          (a)   evidence of all insurance required under this Lease;
          (b)   the security deposit (if any); and
          (c)   the first month's Minimum Rent.

          Should Tenant fail to provide Landlord with the items described in
(a) through (c) within thirty (30) days after Landlord has notified Tenant of
the Delivery Date, Landlord may terminate this Lease and shall be entitled to
recover from Tenant all costs incurred by Landlord as a result of Tenant's
failure to obtain possession.

5.03.     TENANT'S WORK.

          (a)     Tenant shall complete the build-out of the Premises and
install its fixtures and equipment in accordance with that part of Exhibit B
entitled "Tenant's Work".  Landlord may perform any part of  Tenant's Work if
Tenant fails to perform any of Tenant's Work or if, in Landlord's reasonable
judgment, it is necessary to coordinate the opening of or maintain the existing
operation of the Shopping Center. Tenant shall reimburse Landlord for any of
Tenant's Work performed by the Landlord within ten (10) days after Landlord
presents an invoice for the work to Tenant.  During the course of Tenant's
Work, Tenant shall be responsible for collecting and removing all trash and
construction debris. Landlord may elect to furnish trash or construction debris
receptacles. If the Landlord provides trash or construction debris receptacles,
Tenant shall reimburse Landlord for the cost (as reasonably estimated by
Landlord) of the receptacles and for removing Tenant's trash. In addition,
Tenant shall reimburse Landlord (as reasonably estimated by Landlord) for any
temporary electricity or other utilities furnished by Landlord to the Premises
and any required construction barricades. Tenant shall perform any other work
necessary to open its store for business, including obtaining all approvals and
certificates of occupancy. The Premises shall be stocked with suitable
merchandise by Tenant, fully staffed and open for business to the public, on or
before the Commencement Date.


                                      10

<PAGE>

          (b)     Tenant agrees to furnish to Landlord its plans and
specifications for the Premises prepared in the manner and within the time
periods prescribed by Landlord. Tenant shall be solely responsible for its
plans and specifications. Landlord's approval or modifications of Tenant's
plans and specifications shall not constitute the assumption of any
responsibility by Landlord for their accuracy or sufficiency. In addition to
complying with the requirements in Exhibit B, Tenant shall comply with any
reasonable rules and regulations Landlord may impose regarding work performed
by Tenant, including rules pertaining to installations on and access to the
roof of the Building. Landlord may prohibit access to the roof of the Building
by anyone other than Landlord's contractors.  Tenant shall schedule its work so
as not to interfere with any work being performed by Landlord or by any other
tenant in the Shopping Center or with the operation of any tenant's business at
the Shopping Center. Landlord shall not be liable for any loss of or damage to
any fixtures, equipment, merchandise, or other property belonging to Tenant or
its agents, employees and contractors installed or left in the Premises prior
to the Commencement Date. Tenant's entry upon and occupancy of the Premises
prior to the Commencement Date shall be governed by the terms of this Lease.

5.04. PERFORMANCE OF TENANT'S WORK AND OTHER ALTERATIONS.

          (a)     Except for painting and carpeting, Tenant shall not make or
cause to be made any alterations, repairs, additions or improvements in or to
the Premises without providing to Landlord all plans and specifications
required by Landlord and obtaining Landlord's prior written consent. Any
repairs, alterations, additions or improvements shall be performed in a good
and workmanlike manner and in accordance with all applicable legal and
insurance requirements and all plans and specifications approved by Landlord.
Any work performed by Tenant shall be subject to Landlord's inspection and
approval after completion.

          (b)     Prior to the commencement of any work by Tenant, Tenant shall
obtain public liability, workers' compensation and builder's risk insurance, in
amounts and with coverage satisfactory to Landlord, to cover every contractor,
subcontractor and material supplier providing materials and/or labor for the
Premises. Tenant shall deliver duplicate originals or certificates of all
required insurance to Landlord for written approval. Landlord shall not
unreasonably withhold or delay approval of Tenant's required insurance.
Required policies shall name Landlord as an additional insured, shall be
non-cancelable without thirty (30) days' prior written notice to Landlord, and
shall be with companies acceptable to Landlord. In addition, should Tenant have
a net worth in excess of Fifty Million Dollars ($50,000,000), Landlord may,
prior to the commencement of Tenant's Work or in connection with any other
alterations, repairs, additions or improvements to be made by Tenant, require
Tenant to furnish Landlord with labor and material payment and performance
bonds on A.I.A. forms, in favor of and in amounts satisfactory to Landlord
underwritten by a surety company acceptable to Landlord, guaranteeing the
completion of all work and payment of all persons providing materials and labor
for the Premises.

          Tenant shall timely obtain and deliver to Landlord a copy of all
certificates and approvals with respect to work done and installations made by
Tenant required for the issuance of a certificate of occupancy  or the
Premises. Tenant shall promptly repair, clean and restore to their prior
condition all portions of the Shopping Center affected by any work of Tenant.
It shall be Tenant's continuing obligation to keep and maintain the Premises
and all other parts of the Shopping Center free from all liens arising out of
any work performed, materials furnished, or obligations incurred by or for
Tenant. Tenant shall discharge or bond off any lien within ten (10) days after
the lien is filed. If Tenant fails to discharge any lien, Landlord may bond or
pay the lien without inquiring into the validity or merits of the lien. All
sums advanced and fees incurred (including legal fees) by Landlord in
discharging a lien or posting a bond shall be paid by Tenant on demand as
Additional Charges. In addition, Tenant shall replace any bond posted by
Landlord on Tenant's behalf with an equivalent bond within seven (7) days after
Landlord demands a replacement bond.

5.05.     REMOVAL BY TENANT. Upon expiration or termination of the Lease, if
Tenant has paid all Rents in full and performed all of its other obligations
under this Lease, Tenant may remove trade fixtures, furniture and equipment
installed by Tenant. Prior to the expiration or termination of the Lease,
Landlord may, by written notice, designate any alterations, decorations,
additions and improvements that shall be removed by Tenant. Tenant shall
promptly remove all alterations, decorations, additions and improvements
designated by Landlord and repair any damage caused by removal. Except as
otherwise provided in this section, all repairs, alterations, decorations,
additions and improvements made by Tenant shall attach to the leasehold and
become the property of the Landlord and shall not be removed by the Tenant upon
expiration or termination of the Lease.


                                      11

<PAGE>

                        ARTICLE 6.  CONDUCT OF BUSINESS

6.01.     USE AND TRADE NAME. Tenant shall continuously use, occupy and operate
the Premises solely for the Permitted Use. Tenant shall operate its business in
the Premises only under the Trade Name. Tenant shall refer to the Shopping
Center by its name and 1ogo whenever designating the location of the Premises
in all local or regional advertising, billboards, stationery and other local or
regional media.

6.02.     OPERATION OF BUSINESS.

          (a)     Tenant shall use, occupy, and operate the entire Premises by
being open for business to the public every day during the Term other than on
the days Landlord permits the Shopping Center to be closed.  Notwithstanding
the foregoing, Tenant's hours of operation shall be at least the following days
and hours: Monday through Friday from 8:00 a.m. to 6:00 p.m. Tenant's vacating
the Premises or ceasing operation shall not relieve Tenant of its obligations
under this Lease. Tenant shall conduct its business at all times in a high
class and reputable manner and in such a way to maximum Gross Receipts,
maintaining at all times a full staff of employees and a complete stock of
merchandise. All merchandise shall be first quality, unless Tenant's Permitted
Use allows sales at a discount.  If Tenant's Permitted Use allows sales at a
discount, Tenant shall devote no more than five percent (5%) of the sales floor
area of the Premises for selling "seconds".  "Seconds" shall be clearly marked
as "seconds." Tenant shall not conduct or advertise any auction, fire, going
out of business or bankruptcy sale in or about the Premises. Tenant shall
conduct its business in the Premises in a lawful manner and shall not engage in
any act that Landlord determines might damage the reputation of the Shopping
Center.

          (b)     Tenant shall install and maintain at all times any display
windows of the Premises. Tenant shall keep its display windows well lit during
all hours that the Shopping Center is open to the general public and during any
other hours designated by Landlord.

          (c)     If any governmental license or permit is required to conduct
any activity carried on in the Premises, or if the failure to procure any
license or permit might or would adversely affect Landlord or the Shopping
Center, then Tenant shall procure and maintain the license or permit. Tenant
shall provide copies of any required licenses or permits for Landlord's
inspection. Tenant shall comply with the requirements of any required license
or permit.

          (d)     If Tenant fails to comply with the provisions of Section 6.01
and this Section 6.02, Landlord shall be entitled to the liquidated damages
provided for in Section 7.03(i) and all remedies available at law and in
equity, including injunctive relief, to compensate Landlord for Landlord's
estimated damages during any period Tenant is not in full compliance with
Sections 6.01 and 6.02.

6.03.   UTILITIES.   Commencing with the Delivery Date and continuing
throughout the Term and any Option Term, Tenant shall arrange for and pay all
costs and charges for all utilities and services provided to the Premises.
Tenant shall pay directly to the public utility companies the cost of any
installation of all services and meters not included in Landlord's Work. Tenant
agrees to indemnify and hold Landlord harmless from and against any and all
claims arising from the installation and maintenance of utility services and
from all costs and charges for utilities used on or in the operation of the
Premises. Landlord may elect to provide any or all utilities directly to the
Premises, including electric, gas, water, sewer, heat, ventilation, chilled
water and air conditioning, and charge Tenant for these utilities directly as
Additional Charges pursuant to meters or submeters installed by Landlord, or
based on another method employed by Landlord. Landlord's charge to Tenant for
any and all utilities provided by Landlord shall not exceed the amount that
Tenant would pay for such utilities if furnished directly to Tenant by the
public utility. However, charges for electricity used to operate the Premises
shall be based on meter or submeter readings in the absence of actual readings.

6.04.   SIGN.   Tenant shall install and maintain one ( 1 ) sign affixed to the
front of the Premises. Prior to installing the sign, Tenant must obtain
Landlord's written approval of the sign's design, material, and location.
Tenant's sign shall conform to all applicable legal and insurance requirements.
Tenant's sign shall conform to Exhibit C. Tenant shall pay for all costs in
connection with the sign, including the cost of its proper installation and
removal and as well as damage to the Premises or Shopping Center caused by
installation or removal of the sign. Tenant shall keep its sign lit during all
hours that the Shopping Center is open for business and during any other hours
designated by the Shopping Center property manager or Landlord in its rules and
regulations for the Shopping Center. Landlord may remove Tenant's sign in order
to conduct Building repairs or alterations, but shall replace the sign as soon
as practicable. No additional signs, graphics or appliques that can be seen
from outside the Premises shall be installed or displayed in, on or about the
Premises without Landlord's prior written consent. Any interior signs shall be
tasteful and professionally prepared. Landlord, without incurring any liability
for removal, may remove any sign or display that violates this section.


                                      12

<PAGE>

6.05.     TENANT'S ADDITIONAL COVENANTS. Tenant agrees that in the operation of
its business within the Premises, Tenant shall:

     (a)    pay before delinquency Rent and all taxes, assessments and public
charges levied, assessed or imposed upon Tenant's business or upon any fixtures,
furnishings, equipment, or other property in the Premises and pay when due all
license fees, permit fees and similar charges for the conduct of any business in
or from the Premises;

     (b)    not use any space in the Shopping Center outside the storefront and
wails of the Premises, including any entrance way or vestibule, for selling or
storing merchandise or for any other undertaking;

     (c)    not use the plumbing facilities in or serving the Premises other
than for the purpose for which they were constructed;

     (d)    not use any advertising medium, lights, or sound devices which
may be heard or observed from outside the Premises;

     (e)    not permit any odor to emanate from the Premises to which
Landlord  or any occupant of the Shopping Center objects and shall, upon
written notice from Landlord, immediately stop causing the odor;

     (t')   keep the Premises and the interior and exterior of Tenant's
storefront in good repair and in neat, clean, safe and sanitary condition.
Tenant shall store all its trash and garbage in suitable receptacles within
the Premises and, if so directed by Landlord, shall at its own cost and
expense contract directly with a duly licensed carting company approved by
Landlord to remove and dispose of refuse and rubbish from the Premises daily.
Should Landlord elect to contract with a carting company on behalf of all or
substantially all the tenants, Tenant shall pay to Landlord Tenant's
Proportionate Share of Landlord's reasonable costs either as a separate
charge or as part of Common Area Maintenance Expenses or pay the carting
company directly, at Landlord's direction. Tenant shall not permit the undue
accumulation of rubbish, trash, garbage, debris, boxes, cans, or other refuse
in the Premises, or in any other part of the Shopping Center. If so directed
by Landlord, Tenant shall use the dumpster designated for Tenant's use;

     (g)    not leave any debris on or cause any damage to any platform,
loading dock or service area or any other portion of the Common Area used by
Tenant;

     (h)    not leave any awning or other projection to the outside wail or
window of the Building unless Tenant first obtains Landlord's written consent.
Landlord reserves the right not to consent to any awning or projection;

     (i)    not exhibit, inscribe, paint, or affix any sign, decals or
lettering on any part of the outside or inside of the Premises that are visible
from the exterior without first obtaining Landlord's written consent. No
showcases or other fixtures or goods associated with a Tenant's business shall
be placed in front of or affixed to any part of the exterior of the Building or
placed in any halls, corridors, aisles or the like or other parts of the
Building without first obtaining Landlord's written consent;

     (.j)   obtain prior consent of the Landlord before moving any freight or
furniture or bulky matter of any kind to or from the Premises. Tenants shall
cause all loading, unloading and deliveries to be made at the rear of their
store. Tenant shall not permit any delivery vehicle to park in the Shopping
Center any longer than necessary to load and unload. No hand trucks shall be
utilized in the delivery or receipt of any merchandise unless equipped with
rubber tires and side guards. The costs of any damage resulting from deliveries
shall be borne exclusively by Tenant;

     (k)    not bring or keep at or about the Premises any flammable,
combustible or explosive fluid, chemical or substances. Tenants shall obey all
fire regulations and procedures governing the Premises and the Building;

     (1)    not request Shopping Center employees to perform work outside of
their regular duties;

     (m)    not keep or permit the presence of any animal in the Premises or in
any other portion of the Shopping Center other than an animal being utilized by
a sight-impaired person or by law enforcement in carrying out their duties;

     (n)    not install or permit the installation of any antenna, satellite
dish or other receiving device on the Premises or the Building without
Landlord's prior written consent;


                                       13

<PAGE>

     (0)    not tie into or permit others to tie into any utility located in
the Shopping Center, including electrical or water supply, or utilize the
services of an alternative electricity service provider, without Landlord's
prior written consent;

     (p)    not remove, alter or replace the Building standard ceiling light
diffusers in any portion of the Premises without Landlord's prior written
consent;

     (q)    not utilize any mechanical equipment that causes any noise or
vibration objectionable to Landlord or to any other tenant in the Building
unless installing vibration eliminators or other devices sufficient to eliminate
any noise or vibration;

     (r)    not place any vending machines in or about any portion of the
Premises;

     (s)    notify Landlord of any damage to Landlord's properly or accident.
fire or disorder occurring in the Premises or at the Shopping Center that comes
to Tenant's attention;

     (t)    ensure that its employees, agents, contractors and shippers park
only in areas designated by Landlord. Tenant agrees to pay Landlord a fee (not
to exceed $10.00 per vehicle per day) for any vehicle  parked in violation of
this covenant. At Landlord's request, every tenant shall furnish Landlord with a
list of such tenant's employees and of the license plates of its employees'
vehicles;

     (u)    maintain at all times a service contract on the HVAC serving the
Premises, requiring (i) all air conditioning filters to be changed at least five
(5) times per year and (ii) the HVAC to be professionally inspected and
generally serviced at least quarterly. Tenant shall provide Landlord with a copy
of all such service contracts. All HVAC service contractors shall be required to
check in at the management office before and after each service call. If Tenant
does not comply with the foregoing, then in addition to all other rights and
remedies set forth in the Lease, Landlord shall be entitled to enter into a
service contract on Tenant's behalf, and have Tenant's HVAC units serviced, as
set forth in Section 13.05 of the Lease;

     (v)    promptly comply with all laws, ordinances, orders, rules,
regulations and requirements of all governmental authorities having jurisdiction
over the Shopping Center, and observe and comply with all covenants,
requirements, and restrictions of record and all notices from Landlord,
Landlord's mortgagee, or any insurance company relating to the Shopping Center
or the Premises, whether substantial, foreseen or unforeseen, ordinary or
extraordinary, or necessitating structural changes or improvements, or
interfering with Tenant's use or enjoyment of the Premises;

     (w)    not use the Common Area for display, sale, hand billing,
advertising, solicitation or any other similar undertaking;

     (x)    contract for semi-annual termite and pest control services for the
Premises, providing Landlord a copy of the contract for these services;

     (y)    participate in any recycling programs either sponsored by Landlord
or required by law;

     (z)    participate in any window cleaning program sponsored by Landlord;

     (aa)   keep the temperature within the Premises at a level so as to prevent
water from freezing in pipes and fixtures; and

     (bb)   unless specified otherwise under Tenant's Permitted Use, not operate
any food preparation equipment in the Premises or the Shopping Center, including
fryers, bakers, grills, or ovens. However, Tenant may keep one microwave oven on
the Premises for its employee's use.

6.06.     STORAGE AND OFFICE SPACE. Tenant shall use as much of the Premises as
possible for selling space. Tenant shall store in the Premises only merchandise
that Tenant intends to offer for sale in the Premises. Tenant shall use for
office, clerical or  other non-selling purposes only space in the Premises that
is reasonably required for Tenant's business.

6.07.     CARE OF PREMISES REGARDING HEAVY EQUIPMENT/FIXTURES.  Tenant shall not
move any safe or any other heavy or bulky equipment or fixtures in nor out of
the Premises without Landlord's prior written consent. Landlord shall not
unreasonably withhold consent to move these items. Tenant agrees that it will
not place a load on the floor of the Premises that exceeds the designed floor
load per square foot and will only install, operate or maintain any heavy
equipment in the Premises in a manner so as to achieve a proper distribution of
weight.


                                       14

<PAGE>

6.08.     NOTICE BY TENANT.   Tenant shall notify Landlord promptly of any
damage to or accidents in the Premises or in the Building and of the need for
any repairs Tenant believes Landlord is obligated to make under this Lease.

6.09.     RADIUS. In the event that during the Term Tenant or any person, firm
or corporation who or that controls Tenant or is controlled by Tenant or is
under common control with Tenant shall directly or indirectly, either
individually or as a partner or stockholder or otherwise, own, operate or become
financially interested in any similar or competitive store located within the
Radius, then Landlord may terminate this Lease upon sixty (60) days' notice.
Provided a different Trade Name is used, this section shall not apply to any
store that is open and is being operated by Tenant within the Radius before the
Effective Date or to any chain often (10) or more stores acquiring Tenant or
acquired by Tenant after the Effective Date.

6.10.     HAZARDOUS MATERIALS.

     (a)     Notwithstanding anything to the contrary set forth below, Landlord
indemnifies and shall defend and hold harmless Tenant from and against all
claims associated with the presence of any Hazardous Materials existing on the
Premises as of the Delivery Date or placed on or around the Premises or the
Shopping Center by Landlord, its agents, employees or contractors.

     (b)     Tenant and its employees, agents and contractors shall not use nor
cause to be used any Hazardous Materials within the Premises or in the Shopping
Center in any manner that violates or may violate federal, state or local laws,
ordinances, rules, regulations or policies governing the use, storage,
treatment, transportation, manufacture, reftnement, handling, production or
disposal of Hazardous Materials.

     (c)     Except as otherwise provided in Section 6.10(a) above: (1) Tenant
shall be solely responsible for and shall comply with all laws, rules,
ordinances or regulations of any governmental authority having jurisdiction over
the Premises with respect to the presence or removal of Hazardous Materials
within the Premises and compliance with any environmental laws or ordinances
relating to the Premises or Tenant's use of the Premises; (2) Tenant shall be
responsible for all costs including costs incurred from monitoring, clean-up or
compliance incurred with respect to any Hazardous Materials placed in the
Premises after the Delivery Date and shall be responsible for all costs incurred
with respect to any Hazardous Materials placed in, on or under the Shopping
Center by Tenant or its agents, employees or contractors; and (3) Tenant shall
indemnify and hold harmless Landlord from and against any and all costs, claims,
suits, causes of action, losses, injury or damage, including personal injury or
property damage, and all sums paid for in settlement of claims, reasonable
attorney's fees, consultant and expert fees arising during or after the Term as
a result of Tenant's breach of its obligations under this section or resulting
from the presence or removal of any Hazardous Materials located in the Premises
on or before the date Tenant vacates and surrenders the Premises. (d)     If
Tenant keeps any Hazardous Materials for use, disposal, generation, storage or
sale in or about the Premises, Landlord may require Tenant to obtain
environmental impairment liability insurance with a company or companies
satisfactory to Landlord with coverage of no less than One Million Dollars
($1,000,000.00) per occurrence to ensure that anything contaminated by Hazardous
Materials will be removed from the Premises and that the Premises will be
restored to a clean, neat, attractive, healthy, sanitary and non-contaminated
condition.

                                   ARTICLE 7.  RENT

7.01.     PAYMENTS BY TENANT. Unless otherwise provided, Tenant shall pay to
Landlord Rent on or before the first day of every calendar month, without
demand, deductions, set-offs or counterclaims. All Rent shall be paid in United
States funds, made payable to Landlord and delivered to Landlord's Payment
Address unless otherwise specified by written notice from Landlord to Tenant.

7.02.     MINIMUM RENT. Each month, Tenant shall pay base rent ("Minimum Rent")
for the Premises in the amount described in Section 1.18 for the applicable
Lease Year. The first payment of Minimum Rent shall be paid upon full execution
of this Lease. Minimum Rent for any partial calendar month shall be prorated
daily.


                                       15

<PAGE>

7.03.     PERCENTAGE RENT.

     (a)    Purposely omitted.

     (b)    Purposely omitted

     (c)    A "sale" occurs, and the entire amount of the sales price is
included in Gross Sales, whenever any of the following occurs, irrespective of
the type or method of payment:

          (1) the transaction is initially reflected in the books or records of
Tenant or other seller;

          (2) Tenant or other seller receives all or any portion of the sales
price; or

     (3) the applicable goods or services are delivered to the customer.

     (d)     "Gross Sales" shall exclude: (1) proceeds from any sales tax, gross
receipts tax or similar tax that are separately stated and in addition to the
purchase price, (2) bona fide transfers of merchandise from the Premises to any
other stores or warehouses of Tenant (except when made to circumvent the terms
of this paragraph), and (3) sales of Tenant's fixtures and equipment not in the
ordinary course of Tenant's business. Refunds to customers for merchandise
purchased at the Premises and returned or exchanged, if previously included in
Gross Sales, shall be deducted from Gross Sales.

     (e)     Tenant shall operate its business in the Premises so that a
duplicate sales slip, invoice, non-resettable, serially numbered cash register
receipt, or other device for recording sales approved by the Landlord, shall be
issued for every sale or transaction. Tenant shall keep at the Premises or at
Tenant's home office, for at least three (3) years after the end of each Lease
Year, records in such form and with such detail as Landlord directs.

     (f)     On or before the tenth ( 10th) day of each calendar month, Tenant
shall submit a statement to Landlord showing  Gross Sales for the preceding
month (the "Gross Sales Statement") and a true copy of any of its monthly sales
tax reports submitted to applicable governmental authorities. The Gross Sales
Statement shall be in a form satisfactory to Landlord and certified by Tenant
or, as applicable, an officer, its general partner, or owner. Landlord shall
keep Tenant's Gross Sales information confidential unless a prospective
mortgagee or purchaser of all or any part of the Shopping Center requires i t
or, if Landlord is required by law or court order to reveal it. Tenant shall
orally report its Gross Sales to Landlord when Landlord requests it.

     (g)     Within thirty (30) days after the end of each Lease Year, Tenant
shall submit to Landlord an annual statement setting forth the amount of Gross
Sales for each month during the Lease Year and the amount of Percentage Rent
required to have been paid by Tenant for the Lease Year. The annual statement of
Gross Sales shall be certified by a licensed certified public accountant. If
Tenant fails to deliver this annual statement to Landlord, Landlord may,
pursuant to Section 13.05, examine Tenant's records and prepare the required
annual statement on Tenant's behalf. An annual statement prepared by Landlord
shall be conclusive for the Lease Year in question.

     (h)     Landlord may inspect or audit Tenant's records. Any Landlord
inspection or audit of Tenant's records shall occur during Tenant's regular
business hours and at Tenant's offices within the continental  United States. In
addition, if Tenant's records or record-keeping procedures were inadequate to
conduct an audit under generally accepted auditing standards, then Tenant shall
pay Landlord's costs of the audit or inspection.

     (i)     If Tenant fails to open the Premises to the public for business by
the Commencement Date or fails to operate its business in the Premises every day
according to this Lease, then as liquidated damages,  and not as a penalty,
Tenant shall pay to Landlord each month, in addition to all other Rent, fifty
percent (50%) of the Minimum Rent until Tenant opens or resumes operation  of
its business in accordance with Section 6. Liquidated damages for partial months
shall be prorated. This remedy shall be in addition to any and all other
remedies provided for in this Lease, including those set forth in Article 13.
Tenant agrees that the purpose of the liquidated damages payable under this
subsection is to compensate Landlord for the loss of Percentage Rent the
Landlord might have earned and for Landlord's other damages that cannot be
accurately calculated, including damages arising from the loss of the traffic
that would reduce the Percentage Rent Landlord might have earned from other
tenants, as well as the impact of a "dark" store on security, overall safety
perception, store maintenance, and similar concerns.


                                       16

<PAGE>

7.04.     ADDITIONAL CHARGES.

     (a)   Purposely omitted.

     (b)   Purposely omitted.

     (c)   Purposely omitted.

7.05.     INTEREST ON PAST-DUE SUM/LATE CHARGE.   If Tenant fails to pay when
due any sum payable under this Lease, the past-due sum shall accrue interest,
from the due date until paid, at the annualized rate of eighteen percent (18%)
or the highest rate permitted by applicable law, whichever is less. Interest on
past-due sums shall be considered Additional Charges for purposes of this Lease.
In addition, should Landlord receive any payment due under this Lease more than
five (5) days after the payment is due, Tenant shall pay Landlord an
administrative fee of Seventy-five Dollars ($75.00). This section shall not be
construed to extend the date for any payment required under this Lease.
Landlord's collection of a late charge or interest also shall not operate to
cure a Default. It is agreed that any late charge or the imposition of interest
is fair and reasonable under the circumstances and shall not be construed as
interest on debt.

7.06.     SECURITY DEPOSIT.   Upon Tenant's execution of this Lease, Tenant
shall deposit with Landlord the amount shown as the Security Deposit in Section
1.17. Landlord shall hold the Security Deposit as collateral security for
Tenant's faithful performance of all of the covenants and conditions contained
in this Lease. If at any time during the Lease Term any sum payable by Tenant
shall become overdue, then Landlord may apply any portion of the Security
Deposit to pay the overdue sum. If Tenant fails to keep or perform any of the
terms, covenants and conditions of this Lease, Landlord may apply any part or
all of the Security Deposit to compensate Landlord for its loss or damage due to
Tenant's breach. Should the Security Deposit or any portion of it be applied by
Landlord pursuant to this section, upon Landlord's written demand, Tenant shall
send Landlord a sufficient amount in cash to restore the Security Deposit to the
original sum deposited. Tenant's failure to restore the Security Deposit within
five (5) days after receipt of Landlord's demand shall constitute a Default. The
Security Deposit shall be returned to Tenant at the end of the Lease Term if
Tenant has made all payments and performed all covenants and agreements under
this Lease.


                               ARTICLE 8.  COMMON AREA

8.01.     USE OF COMMON AREA.

     (a)     Landlord agrees to operate, manage and maintain the Common Area of
the Shopping Center. Any food court in the Common Area, public rest rooms and
comfort stations, all roads and driveways serving  the Shopping Center and all
other areas or improvements that may be provided for the convenience and use of
the occupants and tenants of the Shopping Center and their respective agents,
employees, customers and invitees and other licensees of Landlord shall be
maintained or repaired by Landlord or at Landlord's expense.

     (b)     Tenant's use and occupancy of the Premises shall include the
non-exclusive use of the Common Area and of the other facilities designated
by Landlord from time to time, subject to Landlord's rules concerning their
prescribed use.

     (c)     Landlord may, at any time, do any of the following regarding the
Common Area:

          ( 1 )   temporarily close any part to make repairs or changes;
          (2)     prevent the acquisition of public rights;
          (3)     discourage non-customer use;
          (4)     modify the traffic flow pattern and layout of parking spaces
                  and the entrances-exits to adjoining public streets or
                  walkways;
          (5)     utilize portions for entertainment, programs and displays;
          (6)     establish and modify reasonable rules;
          (7)     enter into, modify, and terminate easements and other
                  agreements; and
          (8)     perform other acts as Landlord finds appropriate.


                                       17

<PAGE>

8.02.     COMMON AREA MAINTENANCE EXPENSES.

     (a)     Purposely omitted.

     (b)     Purposely omitted.

     (c)     Purposely omitted.

     (d)     Purposely omitted.

     (e)     Purposely omitted.

     (f)     Landlord shall manage trash removal and recycling. Landlord may
retain an outside contractor to provide trash removal and recycling for the
tenants in the Shopping Center and authorize the contractor to charge the
tenants directly. If Landlord elects to contract for trash and garbage removal,
Tenant shall pay the contractor directly for the services rendered by the
contractor Recycling revenues, if any, shall belong to Landlord.

     (g)     Purposely omitted.


                                 ARTICLE 9.  TAXES

9.01.     TENANT TO PAY PROPORTIONATE SHARE OF TAXES.

     (a)   Purposely omitted.

     (b)   Purposely omitted

     (c)   Tenant shall be responsible for all Taxes measured by rent payable by
Tenant, Taxes on Tenant's business, and Taxes, on Tenant's personal property.


                   ARTICLE 10. INSURANCE, INDEMNITY AND LIABILITY

10.01.  LANDLORD'S INSURANCE OBLIGATIONS.  Landlord shall maintain, in amounts
determined by Landlord, insurance covering: (a) the buildings in the Shopping
Center, including coverage for vandalism and general plate glass breakage, (b)
the improvements designated as Landlord's Work, and (c) the improvements to the
Premises provided by Tenant pursuant to this Lease exclusive of Tenant's
merchandise, trade fixtures, furnishings, equipment, plate glass, signs and
personal property. Landlord also shall carry, in amounts determined by Landlord,
a commercial general liability insurance including coverage for personal injury
and death property damage, defamation, and false arrest, and rental interruption
insurance.

10.02.    TENANT'S INSURANCE OBLIGATIONS.   Tenant shall maintain in effect at
all times the following insurance:

     (a)     Personal Property Insurance. Special form property insurance
against fire, vandalism, malicious mischief, sprinkler leakage and additional
perils included in a standard "All Risk" coverage endorsement insuring Tenant's
money and securities, accounts payable, merchandise, fixtures, furnishings,
equipment, plate glass and all items of business personal property of Tenant
located o# or in the Premises, in an amount not less than the full replacement
value of the items insured. This coverage should remain in force for as long as
this Lease is in effect.

     (b)     Commercial General Liability Insurance. A commercial general
liability insurance policy written on an occurrence form insuring against
liability risk on or about any part of the Premises or its  appurtenances, or
arising from any of the acts set forth in Section 10.05 against which Tenant is
required to indemnify Landlord. The commercial general liability insurance shall
have. combined single limit coverage of not less than One Million Dollars
($1,000,000.00) per occurrence and not less than Two Million Dollars
($2,000,000.00) in the aggregate, including $300,000.00 Fire Legal Liability.


                                       18
<PAGE>

     (c)     Product Liability Insurance. Product liability insurance for
merchandise offered for sale or lease from the Premises, including, if this
Lease covers leased premises in which food or beverages (particularly
alcoholic beverages) are sold or consumed, coverage for liability arising out
of the consumption of food or alcoholic beverages on or obtained at the
Premises, with a combined single limit coverage of not less than One Million
Dollars ($ 1,000,000.00) per occurrence and not less than Two Million Dollars
($2,000,000.00) in the aggregate.

     (d)     Liquor Liability Insurance. Should Tenant sell alcoholic
beverages for consumption on the Premises, liquor liability coverage in the
minimum amount of Two Million Dollars ($2,000,000.00).

     (e)     Workers compensation insurance and any other policies of
insurance required by law.

     (f)     During any time when construction is being performed, builder's
risk property insurance, and Owners, Contractors Protective (OCP) liability
or comparable commercial general liability insurance in the  name of Landlord
with a combined single limit coverage of not less than One Million Dollars
($1,000,000.00) per occurrence and not less than Two Million Dollars
($2,000,000.00) in the aggregate.

     (g)     Any other policies of insurance requested by Landlord and
customarily maintained by persons in the same business

as Tenant. Landlord may increase any of the minimum limits prescribed in this
section.

10.03.    GENERAL PROVISIONS.

     (a)     All insurance policies required to be maintained by Tenant
shall: (1) be issued by insurance companies reasonably satisfactory to
Landlord and authorized to do business in the State; (2) be written as
primary policy coverage and not contributing with or in excess of any
coverage which Landlord may carry; and (3) name Landlord and any managing
agent and Mortgagee of the Shopping Center as additional insureds as their
respective interests may appear. Neither the issuance of any insurance policy
required under this Lease, nor the minimum limits specified with respect to
Tenant's insurance coverage, shall be considered to limit or restrict
Tenant's liability arising out of this Lease. Before Tenant takes possession
of or commences work in the Premises, or before any required insurance policy
shall expire, Tenant shall deliver to Landlord a duplicate original or
certified copy of each required policy or renewal of required policy,
together with evidence of payment of all applicable premiums. In the event
that Tenant shall fail promptly to furnish evidence of any insurance
coverage, Landlord, at its sole option, may obtain the required insurance as
set forth in Section 13.05.

     (b)     Insurance required under this Lease may be carried under a
blanket policy covering the Premises and other  locations of Tenant, provided
that the coverage required is at all times in effect. Required insurance may
be carried under a primary and an excess coverage policy. Each required
insurance policy shall provide, and any certificate evidencing the existence
of each insurance policy shall certify that, unless Landlord shall receives
thirty (30) days' prior written notice: (1) the insurance policy shall not be
cancelled and shall continue in full force and effect, (2) the insurance
carrier shall not fail to renew the insurance policy, and (2) no material
changes may be made in the insurance policy. "Insurance policy" as used in
this subsection includes any extensions or renewals of the insurance policy.

     (c)     Tenant shall not do or permit to be done any act upon the
Premises that violates the terms of Landlord's insurance policies referred to
in this Article 7 or cause an increase in the premiums. If any act or
omission of Tenant, its agents, employees or contractors causes an increase
in Landlord's insurance premiums or results in other increased costs to
Landlord in connection with the insurance policies, then Tenant shall
reimburse Landlord on demand as Additional Charges the amount of any costs or
increased premiums. If Tenant uses the Premises for the preparation of food,
Tenant shall reimburse Landlord on demand for any part of the premium for
insurance coverage under Section 10.01 that is required to be paid on account
of Tenant's use of the Premises for preparation of food.

     (d)     The parties agree that the all required fire and extended
coverage insurance policies shall contain a waiver of subrogation as
prescribed in Section 10.05.

                                       19
<PAGE>

10.04.    COVENANTS TO HOLD HARMLESS.

     (a)     Landlord and Tenant agree that with respect to any loss
generally covered under fire and extended coverage insurance, the party
suffering the loss releases the other party, its officers, directors,
employees, and agents from any and all claims and liability or responsibility
with respect to the loss, including losses arising out of the inability to
conduct business. The parties further agree that their respective insurance
companies shall have no right of subrogation against the other on account of
this release.

     (b)     Tenant indemnifies and agrees to hold harmless Landlord, its
officers, directors, partners, employees and agents and any mortgagee or
master lessor of the Shopping Center (the "Indemnitees") from and against any
and all claims, actions, damages, liability, costs and expense, including
attorneys' fees, that

          ( 1 )   arise from or are in connection with the operation of Tenant's
                  business at the Shopping Center, including injury to Tenant's
                  employees;

          (2)     arise from or are in connection with any acts, omissions, or
                  negligence of Tenant or Tenant's agents, employees,
                  contractors, licensees or invitees;

          (3)     result from any default, breach, violation or nonperformance
                  of any provision of this Lease by Tenant; or

          (4)     result from injury to person or property or loss of life
                  sustained in or about the Premises.

Tenant shall defend any and all claims actions, suits and proceedings that
may be brought against any Indemnitee with respect to the matters described
in this subsection. Tenant shall pay, satisfy and discharge any and all
judgments, orders and decrees that are entered against any indemnitee with
respect to the matters described in this subsection. Notwithstanding the
foregoing, any Indemnitee shall have the right, in its sole discretion, to
defend or move to intervene in any action to protect its interest. Should any
Indemnitee elect to defend or to intervene, Tenant shall continue to hold
harmless the Indemnitee and shall pay all costs, expenses and attorneys' fees
incurred or paid by the Indemnitee in connection with the action.

10.05.    LIABILITY OF LANDLORD TO TENANT.   Except with respect to any
damages resulting from Landlord's gross negligence, Landlord shall not be
liable to Tenant for, and Tenant hereby releases Landlord of and from, any
damage, loss, compensation, accident, or claims arising out of any of the
following:

     (a)     necessary repair of the Shopping Center;

     (b)     any interruption of Tenant's use of the Premises;

     (c)     the use or operation of any elevators, heating, cooling,
electrical or plumbing equipment;

     (d)     the termination of this Lease by reason of the destruction of
the Premises;

     (e)     any fire, robbery, theft, or any other casualty;

     (f)     any leakage in any part or portion of Premises or the Shopping
Center;

     (g)     any water, wind, rain or snow that may leak into, or flow from
part of the Premises or the Shopping Center;

     (h)     any acts or omissions of any other tenant in the Shopping Center;

     (i)     any explosion, casualty, utility failure or malfunction, or
falling objects; or

     (.i)    the bursting, stoppage or leakage of any pipes, drains,
conduits, appliances or plumbing works.

                                       20

<PAGE>

                        ARTICLE 11.  ADVERTISING AND MARKETING

11.01.    MARKETING FUND. Purposely omitted.

11.02.    TENANT'S CONTRIBUTION. Purposely omitted.

11.03.    MISCELLANEOUS MARKETING REQUIREMENTS. Tenant agrees that it shall:

     (a)   Purposely omitted.

     (b)   Purposely omitted.

     (c)   Purposely omitted.

     (d)   Spend at least two percent (2%) of its annual Gross Sales on
advertising.

     (e)   Refer to the name and address of the Shopping Center, identify its
business activity, and use Tenant's Trade Name and the Shopping Center's 1ogo
in all its advertising for its business in the Premises.


                        ARTICLE 12. REPAIRS AND MAINTENANCE

12.01.    LANDLORD'S RESPONSIBILITIES. Landlord shall maintain the sewer,
utility and water lines installed by Landlord located outside of and
servicing the Premises and the roof, foundation, floor slab, and exterior
walls of the Building, unless a need  for repair arises from an act or
omission of Tenant, its agents, employees or contractors. All costs incurred
by Landlord for maintenance as described in this section shall be included in
Common Area Maintenance Expenses.

12.02.    TENANT'S RESPONSIBILITIES.

     (a)     Except for the repair and maintenance obligations of Landlord
described in Section 12.01, Tenant shall maintain the Premises and all
equipment and fixtures within or appurtenant to the Premises in good
tenantable condition. Tenant's responsibilities include maintaining and
promptly making any and all necessary repairs to or replacement of the
following:

          ( 1 )   that portion of any pipes, lines, ducts, wires or conduits
contained within and serving solely the Premises;

          (2)     all windows, doors, glass, window frames and door frames
comprising the storefront of the Premises;

          (3)     Tenant's sign;

          (4)     the floors and floor coverings, doors, windows, walls,
partitions and ceilings in the Premises, including all entranceways and
vestibules;

          (5)     the heating, ventilating, air conditioning, electrical and
plumbing equipment and fixtures serving solely the Premises; and

          (6)     any pan of the Premises or the Shopping Center damaged as a
result of any act or omission of Tenant, its agents, contractors, employees
or invitees, or by the failure of Tenant to perform any of its obligations
under this Lease.

     (b)     Tenant, at its expense, shall maintain the Premises in a
sanitary and safe condition in accordance with State laws. Tenant shall
comply with all laws, ordinances, rules, regulations and orders of any lawful
authority having jurisdiction affecting the Premises or Tenant's use of the
Premises.

                                       21

<PAGE>

     (c)     Tenant shall install and maintain fire extinguishers and other
fire protection devices required by any governmental agency or insurer. If
any governmental authority requires or recommends any changes in the
sprinkler system or other fire equipment by reason of Tenant's business or
the location of partitions, trade fixtures, or other contents of the
Premises, or if for any of these reasons any changes become necessary to
prevent the imposition of a penalty or charge against the full allowance for
a sprinkler system in insurance rates, Landlord's contractor shall promptly
make the changes, and Tenant shall pay Landlord for the changes within ten
(10) days after Landlord's request for payment.

                           ARTICLE 13. DEFAULT AND REMEDIES

13.01.    EVENTS OF DEFAULT. If any one or more of the following events
occur, the event or events shall constitute a "Default" under this Lease.

     (a)     Tenant fails to operate its business in compliance with Sections
6.01 and 6.02.

     (b)     Tenant fails to pay Rent when it becomes due and payable or
fails to furnish an estoppel certificate and either failure continues for
five (5) days after written notice from Landlord to               Tenant.

     (c)     Tenant fails to perform or comply with any term or condition of
this Lease other than those set forth in the other subsections of this
Section 13.01, and the failure continues for twenty (20) days after written
notice from Landlord to Tenant. If Tenant begins to cure the failure during
the twenty (20) day period but the term or condition is of a nature that it
cannot with continuous diligence be cured within the twenty (20) day period,
and provided that Tenant notifies Landlord that it cannot completely cure the
failure within the twenty (20) day period and diligently continues to make
all reasonable efforts to cure the failure, then the period shall be extended
for the number of days required to effect the cure.

     (d)     Tenant is given three (3) notices under Section 13.01(a),
13.01(b,) or 13.01(c) in any 24-month period, notwithstanding any subsequent
cure of the failure to perform or observe the terms or conditions of the
Lease as identified in the notices.

     (e)     Any lien, execution, levy, attachment or other legal process of
law shall occur upon Tenant's goods, fixtures, or interest in the Premises or
relating to the Shopping Center that is not discharged or bonded within ten
(10) days after the occurrence.

     (f')     Tenant is in Default as specifically provided in other sections
of this Lease or in any other lease between Tenant and Landlord or its
affiliate.

13.02.    LANDLORD'S REMEDIES.

     (a)     Should a Default occur under this Lease (whether before or
during the Term) and continue beyond any applicable cure period, then in
addition to all other rights or remedies it may have, Landlord may terminate
this Lease and the Term effective on a date specified by Landlord in a notice
to Tenant. The termination date shall not be less than five (5) days after
Landlord's notice.            Upon termination, Tenant shall quit and
surrender the Premises to Landlord. Notwithstanding any termination pursuant
to this section, Tenant shall remain liable for all obligations that would
have arisen under this Lease during the balance of the Term and for other
damages as described in this section. Landlord may bring an action to recover
possession from Tenant holding over and Landlord may, without notice,
re-enter the Premises, recover possession of and dispossess the Premises from
Tenant, and remove and dispose of the contents of and hold the Premises as if
this Lease had not been made.

     (b)     If this Lease is terminated or Tenant is dispossessed before the
expiration of the Term under this section, or if Tenant abandons or vacates
the Premises before the expiration or termination of the Term without having
paid the full Rent for the remainder of the Term, Landlord may relet the
Premises under terms as the Landlord may determine in its sole discretion. If
the full rental reserved under this Lease and any of the costs, expenses or
damages described below shall not be realized by Landlord, Tenant shall be
liable for all damages sustained by Landlord, including any Rent deficiency.
For purposes of the deficiency in Rent that would have been due under this
Lease during any period following Landlord's election to accelerate Rent,
deficiency means the excess of the future rent that would have been payable
under this Lease over the rental value of the Premises for the balance of

                                       22

<PAGE>

the Term, discounted to present value as of the date of acceleration based on
an interest rate equal to 200 basis points below the Prime Rate. If, at the
time that damages are to be determined under this section Landlord has relet
the Premises in whole or in pan, then the deficiency in Rent means the excess
of the future rent that would have been payable under this Lease over the
future rent called for in the re-lease during the remainder of the Term and
the deficiency shall be discounted to net present value based on an interest
rate equal to 200 basis points below the Prime Rate. Tenant also shall be
liable for all of Landlord's costs associated with Tenant's Default and any
attempts by Landlord to relet the Premises, including Landlord's reasonable
attorney's fees, brokerage fees, construction costs, tenant allowances, and
expenses incurred in taking the actions set forth in this section in order to
place the Premises in first class condition and to re-let the Premises.
Landlord, in preparing the Premises for reletting, may make alterations,
repairs or replacements in the Premises as Landlord determines advisable, and
the making of the alterations, repairs or replacements shall not operate to
release Tenant from liability under this Lease. Landlord shall not be liable
for failure to relet the Premises, or, in the event that the Premises are
relet, for failure to collect the rent under reletting. Tenant shall not be
entitled to receive the excess or any credit with respect to the excess, if
any, of net rent collected over the sums payable by Tenant to Landlord.

     (c)     Any loss of rent and other damages sustained by Landlord may be
recovered by Landlord: (1 ) either before or after any reletting; (2) in one
or more separate actions, from time to time in Landlord's  discretion, as
loss of rents or damages shall accrue; or (3) in a single proceeding deferred
until the expiration of the Term, in which event Tenant hereby agrees that
the cause of action shall not be considered to have accrued until the
original date of expiration of the Term. Nothing in this Lease shall be
construed to require Landlord to wait until this Lease or the Term would have
expired had there been no Default by Tenant or no cancellation or
termination. All amounts due under this section, including all attorneys'
fees and other Landlord expenses, shall be considered.   Additional Charges
and may be recovered by Landlord in the same manner as Minimum Rent. Landlord
shall be entitled to any deficiency in Rent upon demand.

     (d)     Nothing contained in this Lease shall prevent Landlord from
enforcing any claim it may have against Tenant for anticipatory breach of the
unexpired Term. In the event of a breach or anticipatory breach by Tenant of
any of the provisions of this Lease, and in addition to the remedies provided
for under this Lease, Landlord may seek an injunction or any remedy provided
for at law or in equity. Mention in this Lease of any particular remedy shall
not preclude Landlord from resorting to any other remedy, in law or in
equity. Tenant expressly waives, so far as permitted by law, the service of
any notice of intention to reenter provided for in any statute, or the
institution of legal proceedings to that end. Tenant, for and on behalf of
itself and all persons claiming through or under Tenant, also waives any and
all rights of redemption or re-entry or repossession granted by or under any
laws in the event Tenant is evicted or dispossessed for any cause, or in the
event Landlord obtains possession of the Premises.

13.03. BANKRUPTCY.

     (a)     No interest in this Lease shall pass to any trustee or receiver
or assignee for the benefit of creditors or otherwise unless specifically
provided by law. Tenant's voluntary or involuntary bankruptcy, including
reorganization under the Bankruptcy Code, shall constitute a Default.

      (b)     Rights and Obligations Under the Bankruptcy Code.

          ( 1 )   Upon filing of a petition by or against Tenant under the
               Bankruptcy Code, Tenant, as debtor and as debtor-
                in-possession, and any trustee who may be appointed with respect
               to Tenant's assets or estate shall pay monthly in advance on the
               first day of each month, as reasonable compensation for the use
               and occupancy of the Premises, an amount equal to all Minimum
               Rent and all other Additional Charges otherwise due pursuant to
               this Lease.

          (2)     It is agreed that this Lease is a lease of real property in a
               shopping center as described in Section 365 of the Bankruptcy
               Code.

          (3)     Included within and in addition to any other conditions or
               obligations imposed upon Tenant or its  successor in the event of
               the assumption or assignment of this Lease are the following
               conditions and obligations:

          (i)     to cure any monetary defaults, including default in Tenant's
               obligation to reimburse Landlord for Landlord's reasonable
               attorneys' fees and disbursements incurred (i) in enforcing this
               Lease under Section 13.05 and (ii) in connection with the
               assignment of this Lease under Section 16.01) and reimbursement
               of pecuniary loss within not more than thirty (30) days of
               assumption or assignment;

                                       23

<PAGE>

          (ii)   to deposit an additional sum equal to three (3) months'
                 Minimum Rent and Additional Charges to be held by Landlord
                 to secure the future performance under this Lease of Tenant
                 or its assignee;

          (iii)  to not change the Permitted Use and Trade Name as set forth
                 in Sections 1.06 and 1.03, respectively, of this Lease and
                 the quality, quantity and lines of merchandise, goods or
                 services required to be offered for sale; and

          (iv)   to obtain prior written consent of any Mortgagee of the
                 Shopping Center to the assumption or assignment.

13.04.    ADDITIONAL REMEDIES AND WAIVERS.   The rights and remedies of
Landlord described in this Lease shall be in addition to any other fight and
remedy now or hereinafter provided by law, and all rights and remedies shall
be cumulative. No action or inaction by Landlord shall constitute a waiver of
default or termination and no waiver of default or termination shall be
effective unless it is in writing and signed by Landlord.

13.05.    CURE OF TENANT'S FAILURE.  If Tenant fails to perform any of its
obligations under this Lease (including complying with the rules and
regulations of the Shopping Center), Landlord may, but is not obligated, upon
ten (10) days written notice to Tenant (except in the event of an emergency,
in which event no notice shall be required), cure Tenant's failure at
Tenant's expense. If Landlord has already terminated this Lease, Landlord's
cure or attempt to cure any failure that occasioned termination of this Lease
shall not result in a waiver of the termination. Tenant shall reimburse
Landlord for Landlord's reasonable attorneys' fees, costs, and expenses
incurred to enforce this Lease. Tenant agrees to promptly repay Landlord as
Additional Charges all sums paid by Landlord pursuant to this Article, plus a
service fee of fifteen percent (15%).

                    ARTICLE 14.  DESTRUCTION OF PREMISES

14.01.    CONTINUANCE OF LEASE.

     (a)   Landlord may terminate this Lease upon written notice to Tenant
under the following circumstances:

          (1)   More than 25% of the square footage of the Premises is damaged
               by fire or other casualty during the last three (3) years of the
               Term and the cost of repair, in the Landlord's estimate, exceeds
               $25,000. Tenant may avoid termination under this subsection if it
               has an option to renew the term and it notifies the Landlord
               within ten (10) days of the date of Landlord's notice of
               termination that it chooses to exercise that option;

          (2)  Landlord is unable to rebuild any damaged portion of the
               Shopping Center because it cannot obtain required governmental
               approval to rebuild;

          (3)  More than 35% of the square footage of the Shopping Center is
               damaged by fire or other casualty; or

          (4)   All or part of the Shopping Center is damaged by the occurrence
               of a risk not covered by the insurance required under Article 10.

     (b)   Should Landlord choose to terminate this Lease pursuant to this
section, it shall give written notice to Tenant within ninety (90) days after
the damage occurs or Landlord determines it cannot obtain governmental
approval to rebuild, whichever is later.

     (c)     Upon termination of the Lease pursuant to this section:

                                       24

<PAGE>

           (1)  the entire proceeds of the insurance provided for in Section
               10.01 shall be paid by the insurance company or companies
               directly to Landlord and shall belong to Landlord;

           (2)  the portion of the proceeds of the insurance provided for in
               Section 10.02 that is allocable to equipment, fixtures and other
               items and that belong to the Landlord upon the termination of
               this Lease under the terms of the Lease shall be paid by the
               insurance company or companies directly to Landlord and shall
               belong to Landlord, and any balance of the proceeds shall be paid
               to Tenant; and

           (3)  Landlord and Tenant shall be relieved from any and all further
               liability or obligation accruing under this Lease after the date
               of the termination.

     (d)     Tenant waives all rights that it may have pursuant to law to
terminate this Lease by reason of damage to the Premises by fire or other
casualty and agrees that the provisions of this article shall control in the
event of fire or other casualty.

14.02.    RECONSTRUCTION.

     (a)     If fire or other casualty damages all or any portion of the
Premises and Landlord elects not to terminate this Lease, then Landlord shall
repair the damage to the extent of available insurance proceeds promptly upon
receipt of the insurance proceeds. During the time the Premises is being
repaired, all Rent shall be reduced in proportion to the floor area of the
Premises rendered unusable. Resumption of full payment of Rent shall occur,
and Tenant shall be obligated to reopen all of the Premises for business, by
the fifteenth (15th) day after Landlord notifies Tenant that the Premises
have been repaired. If Tenant opens at an earlier time in the damaged area or
remains open in the damaged area, then there shall be no reduction in Rent
for those days Tenant is open in the damaged area.

     (b)     Landlord may direct Tenant to repair and reconstruct the
improvements to the Premises originally provided by Tenant. Should Landlord
direct Tenant to make repairs, Tenant shall commence repairs within ten (10)
days following Landlord's notice and shall diligently pursue the completion
of the repairs and cause them to be completed as soon as possible, but in any
event within thirty (30) days following the substantial completion of any of
Landlord's repair work. In making repairs or reconstruction, Tenant, at its
expense, shall comply with all laws, ordinances and governmental rules or
regulations, shall perform all work or cause such work to be performed with
due diligence and in a first-class manner, and shall obtain all necessary
permits.

     (c)     In the event of any repair and reconstruction by Tenant,
Landlord shall make available to Tenant any applicable portion of any of
Landlord's insurance proceeds received for Tenant's improvements. Unless
Tenant has designated in writing to Landlord in advance of the fire or
casualty the reasonable replacement value of its improvements, Landlord shall
determine how much of Landlord's insurance proceeds shall be allocated for
Tenant's improvements. In the event of any repair or reconstruction by
Tenant, Landlord's architect or other representative shall direct the payment
of the insurance proceeds to the Tenant, payable to Tenant only upon receipt
by Landlord of certificates of the architect stating that the payments
specified are properly payable for the purpose of reimbursing Tenant for
expenditures actually made by Tenant in connection with the repairs or
reconstruction. At the election of Landlord or Landlord's mortgagee, direct
payments may be made to contractors, material suppliers and laborers upon
written certification by the architect that the payments are due and payable.
Any insurance proceeds in excess of Tenant's actual expenditures shall belong
to Landlord. Any amount expended by Tenant in excess of any insurance
proceeds received by Landlord and made available to Tenant shall be the sole
obligation of Tenant.

     (d)     Tenant shall ensure that anyone repairing Tenant's improvements
to the Premises shall do so in accordance with Tenant's plans and
specifications originally approved by Landlord pursuant to Exhibit B and in
accordance with subsequent working drawings and specifications previously
approved by Landlord, or, at Landlord's sole election, with new drawings
prepared by Tenant and approved in writing by Landlord.

     (e)     Landlord shall not be required to repair or replace Tenant's
merchandise, trade fixtures, furnishings and equipment. Except as provided in
this Article, Landlord shall not be liable or obligated to Tenant by reason
of any fire or other casualty damage to the Premises, or any damages suffered
by Tenant or the deprivation of Tenant's possession of all or any part of the
Premises.


                                       25
<PAGE>

                             ARTICLE 15.  CONDEMNATION

15.01.    EMINENT DOMAIN.   If greater than fifty percent (50%) of the
leasable area of the Premises is taken or condemned by any governmental
authority, including by purchase by a governmental authority in lieu of a
taking (an "act of eminent domain"), then either party may terminate this
Lease by giving notice to the other party not more than sixty (60) days after
the date title vests in the governmental authority. If by act of eminent
domain the parking facilities of the Shopping Center are reduced below the
minimum parking requirements required by applicable authorities, Landlord may
terminate this Lease by giving Tenant notice within one hundred twenty (120)
days after title vests in the governmental authority. In addition, if the
leases of tenants occupying more than fifty percent (50%) of the leasable
area of the Shopping Center terminate pursuant to an act of eminent domain,
Landlord may terminate this Lease by providing sixty (60) days' written
notice to Tenant. In the case of any act of eminent domain, whether or not
the term of this Lease shall terminate, all of the condemnation award shall
belong to Landlord. However, Tenant shall be entitled to any statutory
relocation awards and to any award for trade fixtures and other equipment,
not including any Tenant's Work required or permitted under this Lease which
under the terms of this Lease would have become the property of Landlord. Any
award to Tenant shall not be in diminution of any award otherwise to be made
to Landlord in the absence of an award to Tenant.

15.02.    RENT APPORTIONMENT.   In the event of any act of eminent domain,
Tenant's Minimum Rent and Sales Breakpoint shall be reduced as of the date of
vesting of title based on the proportion that the leasable area taken from
the Premises bears to the entire leasable area of the Premises immediately
prior to the vesture. Likewise, all Additional Charges under this Lease that
are based on the leasable area of the Premises or the leasable floor area in
the Shopping Center shall be adjusted accordingly.

15.03.    TEMPORARY TAKING.   Notwithstanding anything to the contrary in
this article, the requisitioning of all or any part of the Premises by
military or other public authority because of a temporary emergency or other
circumstance shall only constitute an act of eminent domain when the use by
the requisitioning authority is expressly provided to continue, or has
continued, for a period of more than one hundred and eighty (180) days. If,
after 180 days, this Lease is not terminated under Section 15.01, then for
the duration of any period of use of the Premises by the requisitioning
authority, all the terms and provisions of this Lease shall remain in full
force and effect, except that the Minimum Rent and Sales Breakpoint shall be
reduced in the same proportion that the leasable area of the Premises
requisitioned bears to the total leasable area of the Premises. Landlord
shall be entitled to any compensation paid by the requisitioning authority
for the use and occupation of the Premises.

              ARTICLE 16.  ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE

16.01.    NO ASSIGNMENT, ETC. WITHOUT LANDLORD'S CONSENT. Notwithstanding any
references to assignees, licensees, subtenants, concessionaires or other
similar entities in this Lease, Tenant shall not, without Landlord's prior
written consent:

     (a) assign or otherwise transfer, or mortgage or encumber this Lease or
any of Tenant's rights under the Lease, (b) sublet  all or any part of the
Premises or permit the use of any part of the Premises by any persons other
than Tenant; or (c) permit the assignment or other transfer of this Lease by
operation of law. Any prohibited assignment, sublease, or transfer shall be
null and void and shall not confer any rights upon any purported transferee,
assignee, mortgagee, subtenant or occupant, and shall constitute an event of
Default subject to the provisions of Section 13.02.

16.02.    TENANT REQUEST.

     (a)     Tenant may request that it be allowed to assign this Lease or
sublet the Premises by addressing a request to  Landlord in writing at least
sixty (60) days prior to the proposed commencement date of the sublease or
assignment. Tenant's request shall include, as applicable: (1) the name and
address of the proposed sublessee or assignee; (2) the current credit rating
and financial statements for the most recent three annual periods of the
proposed sublessee or assignee; (3) a description and drawing of the portion
of the Premises to be sublet; (4) the rent to be paid by such sublessee or
assignee; (5) a description of and documentation evidencing all the other
terms and conditions of the proposed subletting or assignment of lease; and
(6) any other information as Landlord may request. Landlord shall have no
obligation to consent to any proposed assignment or sublease.

     (b)     In addition to any other conditions applicable to the proposed
assignment or subletting, Landlord may also consider, in determining whether
it will consent to the proposed assignment or sublease:


                                       26
<PAGE>

     (1)   whether Tenant has operated the Premises for at least one year
           under the Trade Name and for the Permitted Use and neither has been
           nor is not then in Default under this Lease or any other agreement
           with Landlord;

     (2)   whether occupancy by the proposed sublessee or assignee will be
           consistent with the dignity and character of the Shopping Center and
           will not be more objectionable or more hazardous than that of Tenant;

     (3)   the financial standing of and whether the proposed assignee or
           sublessee has sufficient prior experience in similar retail
           operations;

     (4)   in the case of a nationally known Tenant, whether the subletting
           or assignment shall be to a tenant who is a nationally known
           manufacturer of consumer products of comparable quality to that of
           Tenant;

     (5)   whether the proposed sublease will be expressly subject to all of the
           obligations of Tenant under this Lease, and shall specifically
           provide that there shall be no further subletting of the Premises or
           assignment or mortgaging of the sublease;

     (6)   whether the proposed sublessee or assignee is not already a tenant,
           subtenant or assignee of any premises within the Shopping Center, or
           that there is no unleased comparable space in the Shopping Center;

     (7)   Purposely omitted; and

     (8)   whether the proposed use in connection with the assignment or
           sublease is the same as the Permitted Use, or, if not  the same, is
           compatible, with the uses and tenant mix then existing within the
           Shopping Center, and that the  proposed use will not otherwise be in
           violation of any exclusive right then in existence at the Shopping
           Center.

16.03.    LANDLORD RIGHT TO TERMINATE.   Unless a transfer is part of a
transaction involving the transfer of the Premises and at least ten (10)
other retail store locations of Tenant, if Tenant submits a written request
to sublease or assign all or a portion of the Premises or this Lease, then
Landlord may terminate this Lease and regain possession of the Premises. If
Landlord elects to terminate this Lease pursuant to this section, it shall do
so within thirty (30) days after it receives Tenant's written request.
Landlord's notice shall state the date this Lease shall terminate, which
shall be between thirty (30) and ninety (90) days after Landlord's notice.
However, Tenant may, within fifteen (15) days after Landlord's termination
notice, vitiate Landlord's termination notice by notifying Landlord in
writing that it withdraws its request to assign or sublease. After
termination, Landlord may lease the Premises on any terms and conditions as
Landlord determines appropriate in its sole and absolute discretion. Tenant
shall be responsible for any brokerage or similar fees incurred by Landlord
in releasing the Premises.

16.04.    COSTS.

      (a)     Should Landlord consent to Tenant's sublease or assignment: (1)
Tenant shall pay Landlord all consideration accruing to Tenant as the result
of any assignment of this Lease; and (2) Tenant shall pay Landlord all
consideration accruing to Tenant as the result of any subletting or other
occupancy arrangement with respect to the Premises in excess of the Rent then
payable, determined on a square foot basis if only a portion of the Premises
is being sublet. In the case of an assignment, the consideration, and in the
case of a subletting or other occupancy arrangement, the excess, shall be
paid when received by Tenant. For purposes of this subsection, consideration
means the net consideration received after payment of bona fide brokerage
fees to unrelated parties. Tenant shall deliver to Landlord a certificate
specifying the full amount of all consideration within five (5) days after
Landlord requests it.

     (b)     Tenant shall pay, as Additional Charges, any costs and expenses,
including attorney's fees, incurred by Landlord in connection with any
request for any proposed or purported assignment, transfer or sublease. In
addition, Tenant shall pay a review fee of One Thousand and No/100 Dollars
($1,000.00) payable as follows: $500.00 payable upon Tenant's request and
$500.00 payable upon the assignment, transfer, or sublease.


                                       27
<PAGE>

16.05.    ASSUMPTION OF OBLIGATIONS.  Should Landlord consent to any sublease
of the Premises or assignment of this Lease, and as a condition to Landlord's
consent, the sublessee or assignee shall assume the performance of all of
Tenant's covenants, conditions and obligations under this Lease, including
any accrued outstanding obligations of Tenant at the time of the assignment
or subletting. This assumption shall be by written recordable instrument, in
form and substance satisfactory to Landlord, duly executed and delivered to
Landlord prior to such sublessee or assignee taking possession of all or any
part of the Premises. No assignment or sublease shall release the Tenant from
any obligation under this Lease.

16.06.    CHANGE OF CONTROL.   If Tenant is a corporation, then the sale,
issuance or transfer of any voting stock of Tenant or of any corporate entity
which directly or indirectly controls Tenant that results in a change in the
voting control of Tenant or the corporate entity which controls Tenant is a
prohibited assignment of this Lease. If Tenant is a partnership or an
unincorporated association, then the sale, issuance or transfer of a majority
interest, or the transfer of a majority interest in or a change in the voting
control of any partnership or unincorporated association or corporation which
directly or indirectly controls Tenant, or the transfer of any portion or all
of any partnership or managing partnership interest in Tenant or other entity
is a prohibited assignment of this Lease. The provisions of this subsection
shall not apply if the entity is a corporation subject to the reporting
requirements of the Securities Exchange Act of 1934 or if Tenant operates or
the entity controls companies that operate at least twenty-five other stores
of similar nature and under the same trade name as Tenant.

16.07.    NO WAIVER.   Neither the consent by Landlord to any assignment,
transfer, or sublease to any party, nor the collection or acceptance of rent
from any third party shall be construed as a waiver or release of Tenant from
any covenant or obligation under  this Lease. Any consent by Landlord to any
transfer shall not operate as a waiver of any of Tenant's responsibilities in
the future or the requirement to obtain Landlord's consent to any subsequent
transfer.

                   ARTICLE 17.  SUBORDINATION; FINANCING; TRANSFERS

17.01.    SUBORDINATION.   Tenant agrees that this Lease is subordinate to
any ground leases, mortgages or deeds of trust that are now or may hereafter
be placed upon the Premises, and to any and all advances, interest,
easements, right of ways or other  agreement benefitting the Premises and
transfers pursuant to Landlord's exercise of its right(s) to purchase under
any ground lease or agreement to purchase, and renewals, replacements and
extensions of any of the foregoing (collectively, "Encumbrances"). Tenant
agrees that upon Landlord's request, or the request of any ground lessor,
mortgagee, trustee, transferee or beneficiary (each of whom shall be referred
to in this article as a "Mortgagee"), Tenant shall execute whatever
instruments may be required to carry out the intent of this article.

17.02.    ATTORNMENT.   If and so long as any Encumbrance is effective, then
at the Mortgagee's option: (a)  This Lease and Tenant's tenancy will continue
in full force and effect notwithstanding: (1) the occurrence of an event of
default under the Encumbrance; (2) any failure by Landlord to comply with any
provision of this Lease; (3) any defense, counterclaim or set-off to which
Tenant might be entitled against Landlord; (4) any delay or omission by the
Mortgagee in exercising, or any waiver by the Mortgagee of any right or
remedy under the Encumbrance or the note that it secures ("Note"); (5) any
amendment of or supplement to the Note or the Encumbrance that does not
affect any rights of Tenant under this Lease; or (6) any bankruptcy,
receivership, insolvency, reorganization, composition, dissolution,
liquidation, or similar proceeding with respect to Landlord.

     (b)     If any Mortgagee enters into and possesses all or any part of
the Premises through summary or other proceedings, Tenant shall be obligated
to pay to the Mortgagee the rent payable under the Lease and otherwise shall
comply with the Lease.

     (c)     1f any Mortgagee or any purchaser at any public or private
foreclosure sale resulting from any default under any Encumbrance shall enter
into and possess all or any part of the Premises through summary or other
proceedings, Tenant, without charge, shall attorn to the Mortgagee or
purchaser and recognize the Mortgagee or purchaser as its Landlord under this
Lease and will promptly execute upon request of the Mortgagee or purchaser an
agreement of attornment that is in recordable form.

17.03.  FINANCING REQUIREMENTS.   If any construction lender, land lessor, or
permanent lender for the Shopping Center requires, as a condition to
financing, modifications to this Lease that do not materially alter the
approved working plans, do not increase the Rent to be paid under this Lease,
and do not materially increase Tenant's obligations or materially decrease
Tenant's


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<PAGE>

rights under this Lease, Landlord may submit to Tenant a written amendment
with the required modifications. Tenant shall execute the amendment and
return it within ten (10) days after Landlord has submitted the amendment. If
Tenant fails to execute and return the amendment within the prescribed time,
Landlord may elect either (a) to execute the amendment in Tenant's name and
on Tenant's behalf, Tenant herein granting to Landlord an irrevocable
power-of-attorney to do so, or (b) declare a Default, in which case, Landlord
shall have all of the rights set forth in Section 13.02.

17.04.  TRANSFER OF LANDLORD'S INTEREST.  Landlord may transfer its interest
in the Premises or the Shopping Center or this Lease, including by sale or
assignment ("Landlord Transfer") without notice to or the consent of Tenant.
In the event of Landlord Transfer, Landlord shall be automatically relieved
of any of its obligations under the Lease. Upon delivery to a successor
Landlord of any funds then in Landlord's possession in which Tenant has an
interest, Landlord shall be released of all of its obligations with respect
to the funds. A Landlord Transfer shall not release Tenant of its obligations
under the Lease, and Tenant agrees to attorn to Landlord's transferee upon
written notice of a Landlord Transfer.

17.05.  ESTOPPEL CERTIFICATE.   Tenant shall, without charge and at any time
within ten (10) days after a request by Landlord execute and deliver to
Landlord a written estoppel certificate in reasonable form certifying to
Landlord or any other person(s) designated by Landlord: (a) that the Premises
have been delivered to Tenant in the condition required by this Lease and
that Tenant is in possession of the Premises and is currently paying Rent in
full; (b) that the Lease is unmodified and in full force and effect, or if
there have been modifications, that the Lease is in full force and effect as
modified and setting forth the modifications; (c) whether or not there are
then existing any set-offs or defenses against the enforcement of any right
or remedy of Landlord, or of any duty or obligation of Tenant under the
Lease, and if so, describing the setoffs or defenses; (d) the dates, if any,
any Rent has been paid in advance; (e) that Tenant has no knowledge of any
uncured defaults on the part of Landlord under this Lease, or if Tenant knows
of any event, a description of the event; (f) that Tenant has no knowledge of
any event that authorized Tenant to terminate this Lease (or if Tenant has
any knowledge, specifying the event in detail); (g) the current and future
schedule of Rent; (h) the expiration date of the Term and of any Option Term;
and (i) any other matters that Landlord or such other person(s) may require
to be confirmed. Tenant's failure to respond within the ten (10) day period
prescribed in this section shall constitute Tenant's irrevocable acceptance
and approval of the facts set forth in any statement delivered by Landlord to
Tenant pursuant to this section and shall thereafter be estopped from
asserting any claims contrary to the statements contained in the estoppel
certificate.

                                 ARTICLE 18.  DELAYS

     If either party is delayed or prevented from performing any of their
respective obligations because of acts of nature, casualty, strikes,
lockouts, labor troubles, inability to procure materials, failure of power,
governmental restrictions or reasons of a like nature not the fault of the
party delayed in performing the obligation, and provided that the party
promptly notifies the other, then the period of delay shall be added to the
time provided for the performance of the obligation, and the defaulting party
shall not be liable for losses or damages caused by the delay.  However, the
provisions of this article shall not affect Tenant's obligation to pay Rent,
notwithstanding that the performance of Tenant's Work may be delayed, or
affect any obligation of Landlord or Tenant that can be satisfied by the
payment of money, and shall not excuse Tenant from its obligation to
continuously operate its business within the Premises in accordance with the
provisions of Sections 6.01 and 6.02.

                               ARTICLE 19.  END OF TERM

19.01.  RETURN OF PREMISES. Upon the Expiration Date or sooner termination of
the Term, Tenant shall surrender the Premises to Landlord free of Tenant's
inventory, fixtures and storefront sign(s), broom-clean and in good
condition, ordinary wear and tear excepted. Tenant shall turn over all keys
to the Premises and inform Landlord of all combinations of locks, safes and
vaults, if any, in the Premises. Termination of this Lease for any reason
shall not relieve Tenant from any obligation arising under this section, or
from any obligation or damages arising out of any breach by Tenant, and
Landlord's right to enforce such obligations and recover damages shall
survive termination. Subject to the provisions of Section 5.05, Tenant shall
promptly remove all of its personal property, including its storefront
sign(s), repair all damage to the Premises caused by the removal of Tenant's
property and restore the Premises to the condition it was in prior to the
installation of the property removed. Any personal property of Tenant not
removed within ten (10) days following the expiration or earlier termination
of this Lease shall be considered abandoned by Tenant and, at Landlord's
option, becomes Landlord's property and may be retained or, at Tenant's
expense, disposed of by Landlord. Tenant's obligation to observe or perform
the covenants in this section shall survive the termination of this Lease.


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<PAGE>

19.02.  HOLDING OVER.   If Tenant remains in possession of the Premises after
the expiration or termination of this Lease, Tenant shall be considered to be
occupying the Premises at double the Rent in effect during the last Lease
Year of the Term and otherwise subject to all of the terms and conditions of
this Lease. At Landlord's option, Landlord may treat the Tenant's holdover
occupancy as a month-to-month Tenancy, or Landlord may exercise any other
remedies it has under this Lease or at law or in equity, including
instituting an action for wrongfully holding over and recovery of all damages
resulting from the holdover, including damages rounded upon the rights of any
subsequent tenant or other occupant.

                       ARTICLE 20. COVENANT OF QUIET ENJOYMENT

     Landlord covenants that so long as Tenant pays Rent in full and performs
all of its obligations under this Lease, Tenant  hall hold and enjoy the
Premises without any interruption or disturbance from Landlord or anyone
lawfully or equitably claiming through or under Landlord, subject to the
terms of this Lease and any mortgage or deed of trust to which this Lease
shall be subordinate.

                              ARTICLE 21. MISCELLANEOUS

21.01.  ENTIRE AGREEMENT. This Lease, together with the Exhibits and any
Addendum(s), contains the entire agreement between the parties and there are
no promises, agreements, conditions, undertakings or warranties or
representations, oral or written, express or implied. No change or
modification to this Lease or a waiver of any of its provisions shall be
effective unless in writing and signed by both parties. All of the Exhibits
described in this Lease and any Addendum(s) to this Lease are a part of this
Lease as though set out at length.

21.02.  NOTICES.   No notice or other communication given to Tenant or
Landlord under this Lease shall be effective (a) unless and until the same is
in writing and is delivered either in person or by a national overnight air
courier providing written evidence of delivery, or (b) unless mailed by
registered or certified mail, return receipt requested, first class, postage
prepaid, in which case the notice or other communication shall be effective
two (2) days after being deposited in the U.S. Mail. Any notice or
communication shall be addressed:

     (1)       If  to Landlord, to Landlord's Notice Address or to any other
address as Landlord shall designate by giving notice to Tenant.

     (2)       If to Tenant, to the Premises or to Tenant's Notice Address or
any other address as Tenant shall designate by  l giving notice to Landlord.

     Notwithstanding the foregoing, any notice or other communication may be
transmitted by telecopier to Tenant's or Landlord's telecopier numbers set
forth in Section 1.01 and Section 1.02 or any other number as may be
designated by a party, provided that a copy of the notice is mailed within
five (5) days after the notice is telecopied in the manner described above.

21.03.  GOVERNING LAW.   All questions with respect to the construction of
this Lease and the rights and liabilities of the  parties shall be determined
in accordance with the laws of the State. The parties agree to the exclusive
jurisdiction of any federal or state court located in the State, and agree to
accept service of process in any action, regardless of where and by what
method served.

21.04.  SUCCESSORS.   All rights and liabilities given to, or imposed upon,
the respective parties shall extend to and bind their several respective
heirs, executors, administrators, successors, and assigns. If there is more
than one Tenant, or more than one person or entity acting collectively as
Tenant, they shall all be bound jointly and severally by the terms, covenants
and agreements in this Lease. Any restriction on or requirement imposed upon
Tenant in this Lease shall extend to Tenant's guarantor, Tenant's subleases
and assignees, if any, and Tenant's invitees. It shall be Tenant's obligation
to ensure compliance with the restrictions or requirements of this Lease. No
rights shall inure to the benefit of any assignee or other transferee of
Tenant, and no rights or benefits shall be conferred upon any assignee or
transferee by reason of this section, unless rights or benefits shall be
expressly set forth elsewhere in this Lease.


                                       30
<PAGE>

21.05.  LIABILITY OF LANDLORD. Neither Landlord, Landlord's beneficiaries,
any persons or entities comprising Landlord, nor any agent of or successor in
interest to Landlord shall have any personal liability for any failure by
Landlord or its agents to perform any term, covenant, or condition of this
Lease applicable to Landlord. Tenant shall look solely to the equity in the
Shopping Center of the then owner of the Premises to satisfy any remedies of
Tenant in the event of a breach by Landlord or its agents of any of
Landlord's obligations under this Lease.

21.06.  BROKERS. Landlord and Tenant warrant and represent that they did not
deal with any broker or agent who was  instrumental in consummating this
Lease or have any arrangements with any broker or agent applicable to this
Lease. Landlord and Tenant each indemnify and agree to hold harmless the
other party against any claims for brokerage commissions or other fees
arising by reason of a breach by the party of this representation and
warranty.

21.07.  NO PARTNERSHIP. Notwithstanding that a portion of the Rent reserved
under this Lease may be a percentage of Tenant's Gross Sales, and
notwithstanding anything else to the contrary, Landlord shall not be
considered a partner of or joint venturer with Tenant. The parties agree,
however, that Percentage Rent is intended to be a material part of the Rent
to which Landlord is entitled. Neither Landlord nor Tenant makes any
representation as to the amount of Gross Sales Tenant may be expected, or
expects, to earn from the Premises.

21.08.  ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord
of a lesser amount than the correct amount due under the terms of this Lease
shall be considered to be other than a payment on account of the earliest
amount due. No endorsement, instructions or statement on any check or
communication concerning any check for payment of rent or any other amounts
owed to Landlord will be considered effective or evidence an accord and
satisfaction. Landlord may accept any check or payment and apply the check or
payment in any way without prejudice to Landlord's right to recover the
balance of the rent or other amount owed or to pursue any other remedy
provided in this Lease or at law.

21.09.  WAIVER OF COUNTERCLAIMS. Tenant shall not assert any permissive
counterclaims in a summary proceeding or other action based on termination or
holdover.

21.10.  WAIVER OF JURY TRIAL. Landlord and Tenant waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties against
the other relating to any matter connected with this Lease, the relationship
of Landlord and Tenant under this Lease, Tenant's use or occupancy of the
Premises, or any claim for injury or damage.

21.11.  SEVERABILITY. If any provision or application of this Lease to any
person or circumstance shall to any extent be  invalid or unenforceable, the
remainder of this Lease, or the application of the provision to persons or
circumstances other than those as to which it is invalid or unenforceable,
shall not be affected, and each provision of this Lease shall be valid and be
enforced to the fullest extent permitted by law. The parties acknowledge that
Tenant's obligation to pay Rent under this Lease is in consideration of the
grant of the leasehold interest in the Premises and is independent of
Landlord's duties under this Lease, and all Rent shall be paid when due
without any offset or deduction of any kind or nature whatsoever, unless
otherwise specifically permitted.

21.12.  RULES AND REGULATIONS.  Tenant agrees to comply with all rules and
regulations established by Landlord for the Shopping Center. Landlord
reserves the right to amend, alter, rescind or waive its rules and
regulations at any time. No rescission, amendment, alteration or waiver of
any rule or regulation as it relates to one tenant shall operate in favor of
any other tenant. Tenant's failure to observe Landlord's rules and
regulations shall, after notice pursuant to Section 13.01, constitute a
Default.

21.13.  FINANCIAL STATEMENTS. Upon Landlord's written request, Tenant shall
promptly furnish to Landlord financial statements describing Tenant's then
current financial condition.

21.14.  RELOCATION.  Landlord may, not more than once during the Term and
after prior written notice to Tenant, relocate Tenant to another space in the
Shopping Center. The relocated space (the "New Premises") shall be of
comparable size and location as the Premises. Tenant agrees that any
relocation shall be effected pursuant to a timetable reasonably determined by
Landlord after consultation with Tenant, but on not less than thirty (30) nor
more than ninety (90) days' notice. If Landlord relocates Tenant, Landlord
shall pay the reasonable and necessary costs of moving Tenant's inventory and
trade fixtures to the New Premises. Landlord shall use reasonable efforts not
to relocate Tenant between October l and December 31 of any year and to
ensure that Tenant's downtime is minimized. To the extent practical, Landlord
shall maintain signage at the Premises indicating the location of the New
Premises for no more than thirty (30) days after Tenant vacates the Premises
or until the Premises is delivered to a subsequent tenant, whichever is
sooner. If Tenant refuses to relocate to the New Premises, Landlord may
terminate this Lease upon written notice to Tenant.


                                       31
<PAGE>

21.15.  FINANCING. If this Lease is for Premises located in a Shopping Center
that has not already been constructed as of the date of execution of this
Lease, if Landlord is unable to obtain a firm commitment for a loan sufficient
to complete construction of the Shopping Center within two years after the date
of this Lease, or if construction of the Shopping Center has not begun before
that date, Landlord may terminate this Lease at any time after that date upon
written notice to Tenant.

21.16.  LIEN ON FIXTURES. In addition to any available statutory lien, Landlord
shall have an express lien upon Tenant's trade fixtures,  inventory, stock, and
other properly placed at any time in the Premises to secure the complete
performance of all of the terms of the Lease including the payment of Rent.
Upon Landlord's request, Tenant shall deliver any documents necessary in order
to perfect any Landlord lien.

21.17.  ATTORNEY FEES. If either party initiates any litigation against the
other party relating to this Lease, the prevailing party shall be entitled to
recover its court costs and reasonable attorney fees incurred relating to the
litigation.

21.18. GOOD STANDING AND DUE AUTHORIZATION. Tenant warrants to Landlord:

          (a)  Tenant has the authority to execute this Lease and any other
related documents and to perform all of its obligations under this Lease.

          (b)  If Tenant is not an individual, it is a duly formed entity
authorized to transact business and in good standing in the State.

          (c)  Tenant's execution of this Lease will not violate the terms of
another agreement Tenant has with a third party.

          (c)  Tenant is aware of no fact or condition that would prevent the
enforceability of this Lease once fully executed.

21.19     REIT QUALIFICATIONS.   Minimum Rent and any other terms of rent paid
to Landlord under this Lease shall qualify as "rents from real property" as
defined in Internal Revenue Code ("Code') Section 856(c) and Treasury
Regulation ("Regulation") Section 1.856-4. Should the Code or Regulation be
amended so that any rent payable to landlord under this Lease no longer
qualifies as "rents from real property", then the rent shall be adjusted so
that it will qualify as "rents from real property".  Any adjustments required
pursuant to this section shall not operate to change the amount of rent Tenant
is obligated to pay. Tenant agrees to enter into any amendment to this Lease
necessary to effectuate this section.

21.20.    GENERAL RULES OF CONSTRUCTION.

          (a)  This Lease may be executed in several counterparts, and the
counterparts shall constitute one and the same instrument.

          (b)  Landlord may act under this Lease through its attorney, agent or
other designee.

          (c)  Wherever a requirement is imposed on Tenant under this Lease,
Tenant shall be required to perform the requirement at its sole cost and
expense unless it is specifically otherwise provided.

          (d)  (1)  Wherever appropriate, the singular includes the plural and
                    the plural includes the singular.

               (2)  Whenever the word "including" is used, means "including, but
                    not limited to."  Whenever the word "include" is used, it
                    means "include, but not limited to."

               (3)  the words "re-enter" and "re-entry" shall be restricted to
                    their technical legal meaning.

               (4)  Pronouns shall refer to the identity of the appropriate
                    part.


                                      32

<PAGE>

          (e)  Anything in this lease to the contrary notwithstanding:

               (1)  Any provision which permits or requires a party to take any
                    particular action shall consider to permit or require, as
                    the case may be, the party to cause the action to be taken,
                    and

               (2)  Any provision that requires any party not to take any
                    particular action shall be considered to require the party
                    to prevent the action to be taken by any person or by
                    operation of law.

          (f)  Any requirement that requires any party not to take any
               particular action shall be considered to require the twenty
               percent (20%) below the average retail price of the merchandise
               within the fifty (50) mile radius of the Shopping Center.

21.20.    RECORDING.  Neither this Lease nor any memorandum of this Lease may
be recorded without the express written consent of Landlord.

21.22.    EFFECTIVE DATE.  Prior to the Effective Date, this Lease shall not be
legally binding on either Landlord or Tenant, and the submission of this Lease
by Landlord to Tenant prior to the Effective Date for examination or
consideration by Tenant or discussion between Landlord and Tenant shall not
constitute a reservation of or option for the Premises or create any legal
obligation on Landlord.

21.23.    HEADINGS.  The headings, captions, section numbers, article numbers
and index appearing in this Lease are inserted only as a matter of convenience
and in no way define, limit, construe, or describe the scope or intent of the
sections or articles or otherwise affect this Lease.

                            [SIGNATURES ON FOLLOWING PAGE]


                                      33

<PAGE>


IN WITNESS WHEREOF, LANDLORD AND TENANT HAVE EXECUTED THIS LEASE AS OF THE DAY
AND YEAR FIRST ABOVE WRITTEN.

                                   LANDLORD

                                   KPT REMIC LOAN LLC, A DELAWARE
                                   LIMITED LIABILITY COMPANY

                                   BY:     KPT REMIC LOAN, INC., A DELAWARE
                                           CORPORATION (SEAL) ITS MANAGER

   /s/   SYLVIA H. GURLEY          BY:     /s/
-----------------------------          ------------------------------------
WITNESS
                                           ITS:      EXECUTIVE VICE PRESIDENT
                                                     AND CHIEF OPERATING OFFICER

   /s/   LAURA BEAN                ATTEST: /s/  ROB W. MALPHIS
-----------------------------             ----------------------------------
NOTARY PUBLIC
                                           ITS:  SECRETARY
MY COMMISSION EXPIRES:
                                           [CORPORATE SEAL}
     12-28-02
-----------------------------
     [AFFIX NOTARIAL SEAL]

                                   TENANT

                                   AMERICABILIA, INC.

   /s/   RICHARD HOOTON            BY:  /s/ HANK CARTWRIGHT
-----------------------------          ------------------------------------
WITNESS
                                        ITS:  VICE PRESIDENT

   /s/  CARLA THERESE KUHL         ATTEST:   /s/   DIXIE CARTWRIGHT
-----------------------------             ---------------------------------
NOTARY PUBLIC
                                             ITS:  SECRETARY

MY COMMISSION EXPIRES:
                                             [CORPORATE SEAL]
           5-11-2002
-----------------------------
     [AFFIX NOTARIAL SEAL]



                                       34

<PAGE>

                              FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT TO LEASE AGREEMENT ("Amendment") is made this 14th
day of July, 1999, by and between KPT REMIC LOAN LLC ("Landlord"), and
AMERICABILIA.COM, dba Americabilia ("Tenant").


                                 W I T N E S S E T H:

     WHEREAS, pursuant to the terms of that certain lease entered into between
Landlord and Tenant dated May 7, 1999 ("Lease"), Landlord leased and demised to
Tenant, and Tenant leased and accepted from Landlord approximately 6,500 square
feet of space located at VEGAS  POINTE PLAZA - LAS VEGAS, NEVADA, Suite N/O,
Building 2 ("the Premises"), subject to the terms of the Lease;  and

     WHEREAS, Landlord and Tenant desire to amend and restate certain portions
of the Lease to reflect the agreement of the parties.

     NOW,  THEREFORE, and in consideration of the promises, mutual covenants,
and agreements contained in the Lease and in this Amendment, and for other good
and valuable consideration. the receipt, adequacy and sufficiency of which are
acknowledged, Landlord and Tenant agree as follows:

     1.   Tenant agrees to expand its Premises in the Shopping Center
          approximately an        additional 4,500 square feet representing
          Suite 2-M (the "Expansion Space"). Landlord shall deliver the
          Expansion Space to Tenant on or before August 1, 1999. Tenant shall
          receive the Expansion Space in "as is" condition. Effective August 1#
          5999', all references in the Leases to "Premises" shall be read to
          include Suites 2-M, N and O, for a total of approximately 11,000
          square feet, and the plot plan labeled Exhibit "A" of the lease is
          deleted and Exhibit "A" attached to this Amendment is substituted in
          lieu thereof. Tenant shall pay Minimum Rent and any other charges in
          accordance with the Lease and with this Amendment, except Tenant's
          amount of Minimum Rent, and any other charges in the Lease based upon
          the square footage of the Premises shall be adjusted according to the
          new square footage, set forth above and as shown on Schedule "A"
          attached. Either party may, at its expense, have the square footage of
          the Premises measured by an independent, professional, licensed
          architect who will certify to Landlord and Tenant the actual square
          footage of the Premises (the "Certified Square  Footage"). If the
          Certified Square Footage varies from the square footage as set forth
          in this Amendment, the parties shall execute an amendment to the Lease
          revising the Square footage of the Premises and Minimum Rent and all
          other charges which are based upon the gross leasable ,square footage
          of the Premises.

     2.   Tenant shall pay its pro-rata share of expenses during the Option
          Terms.

     3.   Landlord and Tenant acknowledge and confirm that the Lease is valid
          and binding and  that both parries are legally bound by its terms and
          conditions.

     4.   Except as expressly modified by this Amendment, the terms and
          conditions of the Lease shall continue in full force and effect.
          Landlord and Tenant confirm the terms and provisions of the Lease as
          modified by this Amendment.

                            [SIGNATURES ON NEXT PAGE]


                                   SCHEDULE A


                                       35

<PAGE>


                                    MINIMUM RENT
<TABLE>
<CAPTION>
           YEARS                  MONTHLY RENT                ANNUAL RENT
           -----                  ------------                -----------
     <S>                         <C>                         <C>
        months 3 - 6               $5,250,000                 $63,000.00
       months 7 - 12               $5,750.00                  $69,000.00
</TABLE>
<TABLE>
<CAPTION>
    OPTION YEARS          RENT PSF          MONTHLY RENT         ANNUAL RENT
    ------------          --------          ------------        ------------
    <S>                   <C>               <C>                <C>
          2                 $6.84             $6,270.00         $  75,240.00
          3                 $8.04             $7,370.00         $  88,440.00
          4                 $9.24             $8,470.00          $101,640.00
</TABLE>

                                       36

<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of
 the day and year first above written.

                                LANDLORD:

                                KPT REMIC LOAN LLC, A DELAWARE
                                LIMITED LIABILITY COMPANY (SEAL)

                                    By:  KPT REMIC Loan, Inc., a
 /s/ Sylvia H. Gurley                    Delaware corporation (SEAL) its Manager
--------------------------
Witness

                                 By:     /s/
                                    -------------------------------

                                         Executive Vice President
                                         and Chief Operating Officer
Laura Bean
--------------------------
Notary Public                    Attest: /s/   Rob W. Malphis
                                        ---------------------------
                                 Its:   Secretary
                                                   [CORPORATE SEAL]

My Commission Expires:
12-28-02
--------------------------
[Affix Notarial Seal]


                                 TENANT:

                                 AMERICABILIA, INC.


/s/   Richard Hooton             By:   /s/    Henry E. Cartwright
--------------------------        -----------------------------------
Witness
                                         Its:     Vice President
/s/  Carla Therese Kuhl
--------------------------
Notary Public                    Attest:      Dixie Cartwright
                                        -----------------------------
                                         Its:     Sec/Treas

                                                   [CORPORATE SEAL]
My Commission Expires:

5-11-2002
--------------------------
  [Affix Notarial Seal]    [SEAL]


                                       37