LEASE

                                between

                   THE DOMINICK'S REALTY TRUST 1997,
                              as Lessor,

                                  and

                     DOMINICK'S FINER FOODS, INC.
                               as Lessee
                      ___________________________

                      Dated as of August 19, 1997
                      ___________________________

   This Lease is subject  to a security interest  in favor of The  Chase
   Manhattan Bank, as  agent (the  "Agent"), under  a Credit  Agreement,
   dated as of August 19, 1997  among The Dominick's Realty Trust  1997,
   the Lenders, and the Agent, as  amended or supplemented.  This  Lease
   has been executed in  several counterparts.  To  the extent, if  any,
   that this Lease constitutes chattel paper (as such term is defined in
   the Uniform Commercial Code of the State of Illinois or Indiana),  no
   security interest in this Lease may  be created through the  transfer
   or possession of any counterpart other than the original  counterpart
   containing  the  receipt  therefor  executed  by  the  Agent  on  the
   signature page hereof.
<PAGE>
  
                          TABLE OF CONTENTS

                                                                Page

        SECTION 1.  DEFINITIONS .................................  1

        1.1   Defined Terms .....................................  1

        SECTION 2.  PROPERTY AND TERM............................  1

        2.1   Property ..........................................  1
        2.2   Lease Term ........................................  1
        2.3   Title .............................................  1
        2.4   Lease Supplements .................................  1

        SECTION 3.  RENT ........................................  1

        3.1   Rent ..............................................  1
        3.2   Supplemental Rent .................................  2
        3.3   Performance on a Non-Business Day .................  2

        SECTION 4.  UTILITY CHARGES .............................  2

        4.1   Utility Charges ...................................  2

        SECTION 5.  QUIET ENJOYMENT .............................  3

        5.1   Quiet Enjoyment ...................................  3

        SECTION 6.  NET LEASE ...................................  3

        6.1   Net Lease; No Setoff; Etc. ........................  3
        6.2   No Termination or Abatement .......................  4

        SECTION 7.  OWNERSHIP OF PROPERTY........................  4

        7.1   Ownership of the Property .........................  4

        SECTION 8.  CONDITION OF PROPERTY........................  6

        8.1   Condition of the Property .........................  6
        8.2   Possession and Use of the Property ................  6
        8.3   Construction on Store Land Property ...............  6

        SECTION 9.  COMPLIANCE ..................................  6

        9.1   Compliance  with  Legal  Requirements  and  Insurance
              Requirements ......................................  6
        9.2   Environmental Matters .............................  7

        SECTION 10.    MAINTENANCE AND REPAIR....................  7

        10.1  Maintenance and Repair; Return ....................  7
        10.2  Right of Inspection. ..............................  9
        10.3  Environmental Inspection ..........................  9
<PAGE>
        SECTION 11.  MODIFICATIONS .............................   9

        11.1  Modifications, Substitutions and Replacements .....  9

        SECTION 12.  TITLE ...................................... 10

        12.1  Liens. ............................................ 10
        12.2  Grants and Releases of Easements .................. 11

        SECTION 13.  PERMITTED CONTESTS.......................... 11

        13.1  Permitted   Contests  Other   Than  in  Respect of
              Impositions ....................................... 11

        SECTION 14.  INSURANCE ...............................    12

        14.1  Public Liability and Workers'Compensation Insurance 12
        14.2  Hazard and Other Insurance ........................ 12
        14.3  Coverage .......................................... 12

        SECTION 15.  CONDEMNATION AND CASUALTY................... 13

        15.1  Casualty and Condemnation ......................... 13

        SECTION 16.  LEASE TERMINATION........................... 15

        16.1  Termination upon Certain Events ................... 15
        16.2  Procedures ........................................ 15

        SECTION 17.  DEFAULT .................................... 15

        17.1  Lease Events of Default ........................... 15
        17.2  Final Liquidated Damages .......................... 17
        17.3  Lease Remedies .................................... 17
        17.4  Waiver of Certain Rights .......................... 19
        17.5  Assignment of Rights Under Contracts .............. 19
        17.6  Remedies Cumulative ............................... 19

        SECTION 18.  LESSOR'S RIGHT TO CURE...................... 19

        18.1  Lessor's Right to Cure Lessee's Lease Defaults .... 19

        SECTION 19.  LEASE TERMINATION........................... 20

        19.1  Provisions Relating to Lessee's Termination of this
              Lease or Exercise of Purchase Option .............. 20
        19.2  Aggregate Tranche A Percentage .................... 20

        SECTION 20.  PURCHASE OPTION............................. 20

        20.1  Purchase Option ................................... 20
        20.2  Maturity Date Purchase Option ..................... 21
        20.3  Obligation to Purchase All Properties ............. 21
<PAGE>
        SECTION 21.  SALE OF PROPERTY............................ 21

        21.1  Sale Procedure .................................... 21
        21.2  Application of Proceeds of Sale ................... 22
        21.3  Indemnity for Excessive Wear ...................... 22
        21.4  Appraisal Procedure ............................... 22
        21.5  Certain Obligations Continue ...................... 23

        SECTION 22.  HOLDING OVER ............................... 23

        22.1  Holding Over ...................................... 23

        SECTION 23.  RISK OF LOSS ............................... 23

        23.1  Risk of Loss ...................................... 23

        SECTION 24.  SUBLETTING AND ASSIGNMENT................... 24

        24.1  Subletting and Assignment ......................... 24
        24.2  Subleases ......................................... 24

        SECTION 25.  ESTOPPEL CERTIFICATES....................... 24

        25.1  Estoppel Certificates ............................. 24

        SECTION 26.  NO WAIVER .................................. 24

        26.1  No Waiver ......................................... 24

        SECTION 27.  ACCEPTANCE OF SURRENDER..................... 25

        27.1  Acceptance of Surrender ........................... 25

        SECTION 28.  NO MERGER OF TITLE.......................... 25

        28.1  No Merger of Title ................................ 25

        SECTION 29.  NOTICES .................................... 25

        29.1  Notices ........................................... 25

        SECTION 30.  MISCELLANEOUS .............................. 26

        30.1  Miscellaneous ..................................... 26
        30.2  Amendments and Modifications ...................... 27
        30.3  Successors and Assigns ............................ 27
        30.4  Headings and Table of Contents .................... 27
        30.5  Counterparts ...................................... 27
        30.6  GOVERNING LAW ..................................... 27
        30.7  Limitations on Recourse ........................... 27
        30.8  Memorandum of Lease ............................... 27
        30.9  Priority .......................................... 28
        30.10 Ground Lease ...................................... 28

   Exhibits

   Exhibit A  Lease Supplement
   Exhibit B  Memorandum of Lease
<PAGE>

             LEASE (this "Lease"), dated as of August 19, 1997,  between
   THE DOMINICK'S REALTY TRUST 1997,  a Delaware business trust,  having
   its principal  office  at  Wilmington Trust  Company,  Rodney  Square
   North, 1100 North Market Street, Wilmington, Delaware 19890-0001,  as
   lessor (the "Lessor"), and DOMINICK'S  FINER FOODS, INC., a  Delaware
   corporation, having  its principal  office  at 505  Railroad  Avenue,
   Northlake, Illinois 60164, as lessee (the "Lessee").

             In consideration of the mutual agreements herein contained,
   and of  other  good  and  valuable  consideration,  the  receipt  and
   sufficiency of  which are  hereby  acknowledged, the  parties  hereto
   agree as follows:


   1. DEFINITIONS
      
             1 Defined Terms.   Capitalized terms  used herein  but  not
   otherwise defined in  this Lease shall  have the respective  meanings
   specified in Annex A to the  Participation Agreement dated as of  the
   date hereof among Lessee, Lessor, Agent, the Investor and the Lenders
   named therein,  as  such  Participation  Agreement  may  be  amended,
   supplemented or otherwise modified from time to time.
       
        
   2.                             PROPERTY AND TERM
        
             1   Property.    Subject   to  the  terms  and   conditions
   hereinafter  set  forth  and   contained  in  the  respective   Lease
   Supplement relating to each Property, Lessor hereby leases to Lessee,
   and Lessee hereby leases from Lessor, each Property.
        
             2   Lease Term.   Each  Property is  leased for  the  Term,
   unless  extended  or  earlier  terminated  in  accordance  with   the
   provisions of this Lease.
        
             3   Title.  Each Property  is leased to Lessee without  any
   representation or warranty, express or implied, by Lessor and subject
   to the rights of parties in  possession, the existing state of  title
   (including, without  limitation, the  Permitted Exceptions)  and  all
   applicable Legal Requirements.   Lessee shall  in no  event have  any
   recourse against Lessor for any defect in title to any Property.
        
             4   Lease  Supplements.   On  each Property  Closing  Date,
   Lessee and Lessor shall each execute  and deliver a Lease  Supplement
   for the Property to be leased on such date in substantially the  form
   of Exhibit A hereto and thereafter such Property shall be subject  to
   the terms of this Lease.
        
<PAGE>        
   3.                                    RENT
        
             1   Rent.  (a)   On each applicable Payment Date  occurring
   after the termination of the  Construction Period for a  Construction
   Period Property, on each  applicable Payment Date  with respect to  a
   Completed Property, on each  applicable Payment Date occurring  after
   the termination of the  Store Land Period for  a Store Land  Property
   and on any  date when this  Lease shall terminate  with respect to  a
   Property, Lessee  shall  pay  the Basic  Rent  attributable  to  such
   Property.
        
             (a) Basic Rent shall be due and payable in lawful money  of
   the United States and shall be  paid by wire transfer of  immediately
   available funds on the due date therefor to such account or  accounts
   at such bank or banks or to such other Person or in such other manner
   as Lessor shall from time to time direct.
        
             (b) Neither  Lessee's   inability   or  failure   to   take
   possession of all, or any portion, of the Property when delivered  by
   Lessor, nor  Lessor's inability  or failure  to  deliver all  or  any
   portion of the Property to Lessee, whether or not attributable to any
   act or omission of Lessee  or any act or  omission of Lessor, or  for
   any other reason whatsoever, shall delay or otherwise affect Lessee's
   obligation to pay Rent in accordance with the terms of this Lease.
        
             2   Supplemental Rent.  (a)  Lessee shall pay to Lessor  or
   the Person entitled thereto any and all Supplemental Rent promptly as
   the same shall become due and payable, and if Lessee fails to pay any
   Supplemental Rent, Lessor shall have all rights, powers and  remedies
   provided for herein or by law or  equity or otherwise in the case  of
   nonpayment of Basic Rent.  Lessee shall pay to Lessor as Supplemental
   Rent, among  other things,  on demand,  to  the extent  permitted  by
   applicable Legal  Requirements, interest  at the  applicable  Overdue
   Rate on  any installment  of Basic  Rent not  paid when  due for  the
   period for which  the same  shall be overdue  and on  any payment  of
   Supplemental Rent not  paid when due  or demanded by  Lessor for  the
   period from the due date or the date of any such demand, as the  case
   may be,  until the  same shall  be  paid.   The expiration  or  other
   termination of Lessee's obligations to pay Basic Rent hereunder shall
   not limit  or  modify  the obligations  of  Lessee  with  respect  to
   Supplemental Rent.  Unless expressly provided otherwise in this Lease
   or any other Operative Agreement, in the event of any failure on  the
   part of Lessee to pay and discharge any Supplemental Rent as and when
   due, Lessee shall also promptly pay and discharge any fine,  penalty,
   interest or cost  which may be  assessed or added  for nonpayment  or
   late payment  of such  Supplemental Rent,  all  of which  shall  also
   constitute Supplemental Rent.
        
             (a) Lessee shall make a payment of Supplemental Rent  equal
   to the Maximum Residual Guarantee  Amount in accordance with  Section
   21.1(c).
<PAGE>        
             3   Performance on a Non-Business  Day.  If any payment  is
   required hereunder on  a day that  is not a  Business Day, then  such
   payment shall be due on the next succeeding Business Day, unless,  in
   the case of payments based on the Eurodollar Rate, the result of such
   extension would  be  to extend  such  payment into  another  calendar
   month, in which event such payment  shall be made on the  immediately
   preceding Business Day.
        
        
   4.                               UTILITY CHARGES
        
             1   Utility Charges.   Lessee  shall pay,  or cause  to  be
   paid, all charges for electricity, power, gas, oil, water, telephone,
   sanitary sewer service and all other rents and  utilities used in  or
   on each  Property during  the  Term.   Lessee  shall be  entitled  to
   receive any credit or refund with respect to any utility charge  paid
   by Lessee and the amount of  any credit or refund received by  Lessor
   on account of any  utility charges paid by  Lessee, net of the  costs
   and expenses incurred by Lessor in  obtaining such credit or  refund,
   shall be promptly  paid over to  Lessee.  All  charges for  utilities
   imposed with  respect to  the Property  for a  billing period  during
   which this Lease expires or terminates shall be adjusted and prorated
   on a daily basis between Lessor and Lessee, and each party shall  pay
   or reimburse the other for each party's pro rata share thereof.
        
        
   5.                               QUIET ENJOYMENT
        
             1   Quiet Enjoyment.  So long as no Lease Event of  Default
   shall have occurred  and be  continuing, Lessee  shall peaceably  and
   quietly have, hold and enjoy each Property for the Term, free of  any
   claim or other  action by Lessor  or anyone  rightfully claiming  by,
   through or under Lessor.

<PAGE>
   6.                                  NET LEASE
        
             1   Net  Lease;   No  Setoff;  Etc.     This  Lease   shall
   constitute a net  lease and, notwithstanding  any other provision  of
   this Lease,  it is  intended that  Basic Rent  and Supplemental  Rent
   shall be paid without counterclaim,  setoff, deduction or defense  of
   any kind and without abatement, suspension, deferment, diminution  or
   reduction of  any  kind, and  Lessee's  obligation to  pay  all  such
   amounts  is  absolute  and   unconditional.    The  obligations   and
   liabilities  of  Lessee  hereunder  shall  in  no  way  be  released,
   discharged or otherwise affected  for any reason, including,  without
   limitation, to the maximum extent permitted  by law:  (a) any  defect
   in the condition, merchantability,  design, construction, quality  or
   fitness for use of any portion of any Property, or any failure of any
   Property  to  comply  with  all  Legal  Requirements,  including  any
   inability to  occupy or  use  any Property  by  reason of  such  non-
   compliance; (b) any damage to, abandonment, loss, contamination of or
   Release from or destruction  of or any requisition  or taking of  any
   Property  or   any   part  thereof,   including   eviction;   (c) any
   restriction, prevention or  curtailment of or  interference with  any
   use of any Property or any part thereof, including eviction;  (d) any
   defect in title  to or rights  to any Property  or any  Lien on  such
   title  or  rights  or  on  any  Property;  (e) any  change,   waiver,
   extension, indulgence  or  other  action or  omission  or  breach  in
   respect of any  obligation or liability  of or  by Lessor,  Investor,
   Agent or any Lender; (f) any bankruptcy, insolvency,  reorganization,
   composition,  adjustment,  dissolution,  liquidation  or  other  like
   proceedings relating to Lessee,  Lessor, Investor, Agent, any  Lender
   or any other Person, or any  action taken with respect to this  Lease
   by any trustee or  receiver of Lessee,  Lessor, Investor, Agent,  any
   Lender or any other Person, or by any court, in any such  proceeding;
   (g) any claim  that Lessee  has or  might  have against  any  Person,
   including, without limitation, Lessor, Investor, Agent or any Lender;
   (h) any failure on the part of  Lessor to perform or comply with  any
   of the terms of this Lease,  any other Operative Agreement or of  any
   other  agreement;   (i) any   invalidity   or   unenforceability   or
   disaffirmance against or  by Lessee of  this Lease  or any  provision
   hereof or any of the other  Operative Agreements or any provision  of
   any thereof; (j) the impossibility  of performance by Lessee,  Lessor
   or both; (k) any action by any court, administrative agency or  other
   Governmental Authority; any restriction, prevention or curtailment of
   or any  interference with  the  construction on  or  any use  of  any
   Property or any part thereof; or (m) any other occurrence whatsoever,
   whether similar or dissimilar to the foregoing, whether or not Lessee
   shall have notice or knowledge of  any of the foregoing.  This  Lease
   shall be noncancellable by Lessee for any reason whatsoever except as
   expressly provided herein,  and Lessee,  to the  extent permitted  by
   Legal Requirements, waives all rights  now or hereafter conferred  by
   statute or otherwise (except as otherwise expressly provided  herein)
   to quit, terminate  or surrender this  Lease, or  to any  diminution,
   abatement or reduction of Rent payable  by Lessee hereunder.  If  for
   any reason whatsoever this Lease shall  be terminated in whole or  in
   part by operation of law or otherwise, except as otherwise  expressly
   provided  herein,   Lessee   shall,  unless   prohibited   by   Legal
   Requirements,  nonetheless  pay  to  Lessor  (or,  in  the  case   of
<PAGE>
   Supplemental Rent, to whomever shall  be entitled thereto) an  amount
   equal to each Rent payment  at the time and  in the manner that  such
   payment would have  become due and  payable under the  terms of  this
   Lease if it had not been terminated in whole or in part, and in  such
   case, so long as such payments are made and no Lease Event of Default
   shall have occurred and be continuing, Lessor will deem this Lease to
   have remained  in  effect.   Each  payment  of Rent  made  by  Lessee
   hereunder  shall  be  final  and,   absent  manifest  error  in   the
   computation of the amount thereof, Lessee shall not seek or have  any
   right to  recover  all or  any  part  of such  payment  from  Lessor,
   Investor, Agent or any  party to any  agreements related thereto  for
   any reason whatsoever.   Lessee assumes  the sole responsibility  for
   the condition,  use, operation,  maintenance, and  management of  the
   Property and Lessor shall have  no responsibility in respect  thereof
   and shall have no liability for  damage to the property of Lessee  or
   any subtenant of Lessee on any account or for any reason whatsoever.
        
             2   No  Termination or  Abatement.    Lessee  shall  remain
   obligated under this Lease in accordance with its terms and shall not
   take  any  action  to  terminate,   rescind  or  avoid  this   Lease,
   notwithstanding  any  action  for  bankruptcy,  insolvency,  reorgan-
   ization, liquidation,  dissolution,  or  other  proceeding  affecting
   Lessor, or any action with respect  to this Lease which may be  taken
   by any trustee, receiver or liquidator of Lessor or by any court with
   respect to Lessor,  except as otherwise  expressly provided herein.  
   Lessee hereby waives  all right  (i) to terminate  or surrender  this
   Lease, except  as otherwise  expressly  provided herein,  or  (ii) to
   avail itself  of  any abatement,  suspension,  deferment,  reduction,
   setoff, counterclaim or  defense with respect  to any  Rent.   Lessee
   shall remain obligated under this Lease in accordance with its  terms
   and Lessee  hereby  waives  any  and  all  rights  now  or  hereafter
   conferred by  statute  or otherwise  to  modify or  to  avoid  strict
   compliance with its  obligations under this  Lease.   Notwithstanding
   any such statute or  otherwise, Lessee shall be  bound by all of  the
   terms and conditions contained in this Lease.
        
        
   7.                            OWNERSHIP OF PROPERTY
        
             1   Ownership of  the Property.   (a)   Lessor  and  Lessee
   intend that  (i) for financial  accounting purposes  with respect  to
   Lessee (A) this  Lease  will  be  treated  as  an  "operating  lease"
   pursuant to Statement  of Financial Accounting  Standards (SFAS)  No.
   13, as amended, (B) Lessor will be treated as the owner and lessor of
   the Property and  (C) Lessee will  be treated  as the  lessee of  the
   Property, but (ii) for federal,  state and local  income tax and  all
   other  purposes  (A) this  Lease  will  be  treated  as  a  financing
   arrangement, (B) the Lenders will be treated as senior lenders making
   loans to Lessee in an amount equal to the Loans, which Loans will  be
   secured by the Property, (C) Lessor will be treated as a subordinated
   lender making a  loan to Lessee  in an amount  equal to the  Investor
   Contribution, which loan is secured  by the Property, and  (D) Lessee
   will be treated as the owner of the Property and will be entitled  to
   all tax benefits ordinarily  available to an  owner of property  like
   the Property for such tax purposes.
<PAGE>        
             (a) Lessor and  Lessee further intend  and agree that,  for
   the purpose of securing Lessee's obligations for the repayment of the
   above-described loans, (i) this Lease  shall also be  deemed to be  a
   security agreement  and financing  statement  within the  meaning  of
   Article 9 of the Uniform Commercial Code and a real property mortgage
   or deed of trust, as applicable; (ii) the conveyance provided for  in
   Section 2 shall be  deemed a grant  of a security  interest in and  a
   mortgage lien  on  the Lessee's  right,  title and  interest  in  the
   Properties (including  the  right to  exercise  all remedies  as  are
   contained in the applicable Mortgage and Memorandum of Lease upon the
   occurrence of  a Lease  Event of  Default) and  all proceeds  of  the
   conversion, voluntary  or involuntary,  of the  foregoing into  cash,
   investments, securities or  other property,  whether in  the form  of
   cash, investments, securities or other  property, for the benefit  of
   the Lessor to secure the Lessee's payment of all amounts owed by  the
   Lessee under this Lease and the other Operative Agreements and Lessor
   holds title to the Properties so as to create and grant a first  lien
   and prior security  interest in each  Property (A)  pursuant to  this
   Lease for the benefit of the Agent under the Assignment of Lease,  to
   secure to the Agent the obligations of the Lessee under the Lease and
   (B) pursuant to the Mortgages to secure to the Agent the  obligations
   of the Lessor under the Mortgages and the Notes; (iii) the possession
   by Lessor or  any of  its agents  of notes  and such  other items  of
   property as constitute  instruments, money,  negotiable documents  or
   chattel paper shall be deemed to be "possession by the secured party"
   for purposes of perfecting the security interest pursuant to  Section
   9-305 of  the  Uniform  Commercial Code;  and  (iv) notifications  to
   Persons holding  such  property, and  acknowledgements,  receipts  or
   confirmations from financial  intermediaries, bankers  or agents  (as
   applicable) of Lessee  shall be  deemed to  have been  given for  the
   purpose of perfecting such security  interest under applicable law.  
   Lessor and Lessee shall,  to the extent  consistent with this  Lease,
   take such actions as may be  necessary to ensure that, if this  Lease
   were deemed  to  create a  security  interest in  the  Properties  in
   accordance with this Section, such security interest would be  deemed
   to  be  a  perfected  security  interest  of  first  priority   under
   applicable law and will  be maintained as  such throughout the  Basic
   Term.   Nevertheless, Lessee  acknowledges and  agrees that  none  of
   Lessor, Investor,  the  Trust  Company,  Agent,  or  any  Lender  has
   provided or will provide  tax, accounting or  legal advice to  Lessee
   regarding this Lease,  the Operative Agreements  or the  transactions
   contemplated hereby  and  thereby,  or made  any  representations  or
   warranties concerning the tax, accounting or legal characteristics of
   the Operative Agreements,  and that  Lessee has  obtained and  relied
   upon such tax, accounting and  legal advice concerning the  Operative
   Agreements as it deems appropriate.
        
             (b) Lessor and Lessee further intend and agree that in  the
   event of any  insolvency or  receivership proceedings  or a  petition
   under the  United  States bankruptcy  laws  or any  other  applicable
   insolvency laws or  statute of the  United States of  America or  any
   State  or  Commonwealth  thereof  affecting  Lessee  or  Lessor,  the
   transactions evidenced by this Lease shall be regarded as loans  made
   by an unrelated third party lender to Lessee.
<PAGE>        

   8.                            CONDITION OF PROPERTY
        
             1   Condition of  the Property.   LESSEE  ACKNOWLEDGES  AND
   AGREES  THAT   IT  IS   RENTING  EACH   PROPERTY  "AS   IS"   WITHOUT
   REPRESENTATION, WARRANTY OR COVENANT  (EXPRESS OR IMPLIED) BY  LESSOR
   AND SUBJECT TO (A) THE EXISTING STATE OF TITLE, (B) THE RIGHTS OF ANY
   PARTIES IN  POSSESSION  THEREOF,  (C) ANY STATE  OF  FACTS  WHICH  AN
   ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW AND  (D) VIOLATIONS
   OF LEGAL REQUIREMENTS WHICH  MAY EXIST ON THE  DATE HEREOF.  NONE  OF
   LESSOR, THE INVESTOR, THE AGENT AND  ANY LENDER HAS MADE OR SHALL  BE
   DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS
   OR IMPLIED, INCLUDING THE CONDITION OF ANY IMPROVEMENTS THEREON,  THE
   SOIL CONDITION, OR ANY ENVIRONMENTAL OR HAZARDOUS MATERIAL CONDITION)
   OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE  TITLE,
   VALUE, HABITABILITY, USE,  CONDITION, DESIGN,  OPERATION, OR  FITNESS
   FOR USE  OF  THE  PROPERTY  (OR  ANY  PART  THEREOF),  OR  ANY  OTHER
   REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR  IMPLIED,
   WITH RESPECT  TO ANY  PROPERTY  (OR ANY  PART  THEREOF) AND  NONE  OF
   LESSOR, THE INVESTOR, THE  AGENT AND ANY LENDER  SHALL BE LIABLE  FOR
   ANY LATENT, HIDDEN, OR  PATENT DEFECT THEREIN OR  THE FAILURE OF  ANY
   PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT.
        
             2   Possession and  Use  of the  Property.   Each  Property
   shall be used in a manner  consistent with the Agency Agreement  and,
   after the Completion Date for the  Property, as (i) a retail  grocery
   store or supermarket,  (ii) a  distribution facility,  (iii) a  strip
   center, including outlots located within such Property, provided that
   (A) such center is anchored by a retail grocery store or  supermarket
   and (B)  not  more than  60%  of the  retail  space in  such  center,
   including outlots, is subleased to unaffiliated third parties or (iv)
   an office or other facility used  by the Lessee in the normal  course
   of its operations, as applicable.   Lessee shall pay, or cause to  be
   paid, all charges and  costs required in connection  with the use  of
   the Properties.  Lessee shall not  commit or permit any waste of  any
   Property or any part thereof.
        
             3   Construction  on Store  Land  Property.   Lessee  shall
   cause the Construction Agent to commence construction and  renovation
   of the Improvements on  each Store Land Property  on or prior to  the
   third anniversary of the  Property Closing Date  for such Store  Land
   Property.
        
<PAGE>        
   9.                                 COMPLIANCE
        
             1   Compliance  with   Legal  Requirements  and   Insurance
   Requirements.   Subject  to  the terms  of  Section  13  relating  to
   permitted contests, Lessee, at its sole  cost and expense, shall  (a)
   comply with all Legal Requirements (including all Environmental Laws)
   and Insurance Requirements relating  to each Property, including  the
   use, construction,  operation,  maintenance, repair  and  restoration
   thereof, whether or not compliance therewith shall require structural
   or extraordinary changes  in the Improvements  or interfere with  the
   use and enjoyment  of each Property,  and (b)  procure, maintain  and
   comply in all material respects  with all licenses, permits,  orders,
   approvals,  consents  and  other  authorizations  required  for   the
   construction, renovation,  use,  maintenance and  operation  of  each
   Property  and  for  the  use,  operation,  maintenance,  repair   and
   restoration of the Improvements.
        

             2   Environmental  Matters.   (a)  Promptly  upon  Lessee's
   actual knowledge  of  the  presence of  Hazardous  Materials  in  any
   portion  of  a  Property   in  concentrations  and  conditions   that
   constitute an Environmental Violation, Lessee shall notify Lessor  in
   writing of  such  condition.   In  the event  of  such  Environmental
   Violation, Lessee shall, not later than thirty (30) days after Lessee
   has actual knowledge of such Environmental Violation, either  deliver
   to Lessor and the  Agent an Officer's  Certificate and a  Termination
   Notice with respect  to such Property  pursuant to  Section 16.1,  if
   applicable, or,  at  Lessee's sole  cost  and expense,  promptly  and
   diligently undertake any response, clean up, remedial or other action
   necessary to remove, cleanup or remediate the Environmental Violation
   in accordance with  the terms  of Section 9.1.   If  Lessee does  not
   deliver a Termination Notice with  respect to such Property  pursuant
   to Section 16.1, Lessee shall, upon completion of remedial action  by
   Lessee,  cause  to  be   prepared  by  an  environmental   consultant
   reasonably acceptable to Lessor a report describing the Environmental
   Violation and the actions taken by Lessee (or its agents) in response
   to such Environmental  Violation, and a  statement by the  consultant
   that  such  Environmental  Violation   has  been  remedied  in   full
   compliance with applicable Environmental Laws.
        
             (a) In addition,  Lessee shall  provide to  Lessor,  within
   five  (5)  Business   Days  of   receipt,  copies   of  all   written
   communications  with  any  Governmental  Authority  relating  to  any
   Environmental Law in connection with any Property.  Lessee shall also
   promptly provide  such detailed  reports  of any  such  environmental
   claims as reasonably may be requested by Lessor and the Agent.
        
<PAGE>        
   10.                            MAINTENANCE AND REPAIR
        
             1   Maintenance and  Repair; Return.   (a) Lessee,  at  its
   sole cost and expense, shall maintain each Property in good condition
   (ordinary wear  and tear  excepted) and  make all  necessary  repairs
   thereto, of every  kind and  nature whatsoever,  whether interior  or
   exterior, ordinary or extraordinary,  structural or nonstructural  or
   foreseen or  unforeseen,  in  each case  as  required  by  all  Legal
   Requirements and  Insurance Requirements  and on  a basis  reasonably
   consistent  with  the  operation   and  maintenance  of  retail   and
   commercial  properties  comparable  in  type  and  location  to   the
   applicable Property subject, however, to the provisions of Section 15
   with respect to Condemnation and Casualty.
        
             (a) Lessor  shall under  no  circumstances be  required  to
   build  any   Improvements  on   any  Property,   make  any   repairs,
   replacements, alterations or renewals of any nature or description to
   any Property, make any expenditure whatsoever in connection with this
   Lease or  maintain any  Property in  any way.   Lessor  shall not  be
   required to  maintain, repair  or  rebuild all  or  any part  of  any
   Property, and  Lessee  waives  the right  to  (i) require  Lessor  to
   maintain, repair, or  rebuild all  or any  part of  any Property,  or
   (ii) make repairs  at the  expense of  Lessor pursuant  to any  Legal
   Requirement, Insurance Requirement,  contract, agreement,  covenants,
   condition or restriction at any time in effect.
<PAGE>        
             (b) Lessee   shall,  upon   the   expiration   or   earlier
   termination of  the  Term with  respect  to a  Property  (unless  the
   Property is being conveyed to Lessee), vacate, surrender and transfer
   such Property to Lessor or a purchaser, at Lessee's own expense, free
   and clear of all Liens other  than Permitted Liens and Lessor  Liens,
   in as good condition as they were on its Completion Date, or the date
   same became subject to this Lease, whichever is applicable,  ordinary
   wear and tear excepted, and in compliance with all Legal Requirements
   and the other requirements  of this Lease (and  in any event  without
   (x) any  asbestos  installed  or  maintained  in  any  part  of  such
   Property, (y) any  polychlorinated byphenyls (PCBs)  in, on or  used,
   stored or  located at  such Property,  and  (z) any  other  Hazardous
   Materials, other than Hazardous Materials  used in the normal  course
   of  operations  at  the  Property   in  compliance  with  all   Legal
   Requirements).   Lessee shall  provide, or  cause to  be provided  or
   accomplished, at the sole cost and  expense of Lessee, to or for  the
   benefit of Lessor or a purchaser, at least thirty Business Days prior
   to the expiration or earlier termination of the Term with respect  to
   a Property, each of the following:   (i) an endorsement to the  title
   policy issued  for such  Property showing  (A)  record title  of  the
   Lessor in the leasehold or fee estate, as the case may be, subject to
   no Liens other  than Permitted  Liens and  Lessor Liens  and (B)  the
   Mortgage as a valid and perfected  first lien; (ii) an  environmental
   assessment for such Property satisfying the requirements set forth in
   Section 10.3 below; (iii) an assignment (to the extent assignable) of
   all of  the  Lessee's  right,  title and  interest  in  and  to  each
   agreement executed  by Lessee  in connection  with the  construction,
   renovation,  development,  use,  maintenance  or  operation  of  such
   Property (including all warranty, performance, service and  indemnity
   provisions); (iv) copies of all Plans and Specifications relating  to
   the design, construction, renovation or development of such Property;
   (v)  an  assignment  (to  the  extent  assignable)  of  all  permits,
   licenses, approvals and  other authorizations  from all  Governmental
   Authorities in connection with the construction, operation and use of
   such Property; (vi) copies of all books and records, and in the  case
   of  any  Non-Completed   Property,  all   Budgets  and   construction
   schedules, with respect to the construction, renovation, maintenance,
   repair, operation or use of such  Property; (vii) in the case of  any
   Non-Completed Property,  evidence  satisfactory to  Lessor  that  all
   building materials purchased  or contracted for  purchase which  have
   not been incorporated into the Improvements at such Property are  (A)
   owned by  Lessor free  from any  Liens, (B)  secured, segregated  and
   identifiable (and if stored off-site, the  location of such place  of
   storage) and (C) insured  under policies in  amounts and by  insurers
   reasonably satisfactory to Lessor; and (viii) in the case of any Non-
   Completed Property,  evidence satisfactory  to Lessor  that  adequate
   provision has been made  for the protection  of materials stored  on-
   site and for the protection of  the Improvements, to the extent  then
   constructed, against deterioration and  against other loss or  damage
   or theft.   Lessee shall  reasonably cooperate  with any  independent
   purchaser of such Property in order  to facilitate the ownership  and
   operation by such purchaser of such Property after such expiration or
   earlier termination of  the Term.   Lessee shall have  also paid  the
   total cost for the completion of all Modifications commenced prior to
   such expiration or earlier termination of  the Term.  The  obligation
   of Lessee under this Section 10.1(c) shall survive the expiration  or
   termination of this Lease.
<PAGE>        
             2   Right of Inspection.   Lessor may, at reasonable  times
   and with reasonable prior notice, enter upon, inspect and examine  at
   its own cost and expense (unless a Lease Event of Default exists,  in
   which case the out-of-pocket  costs and expenses  of Lessor shall  be
   paid  by  Lessee),  any  Property,  provided  that,  to  the   extent
   reasonably practicable,  such  inspection and  examination  shall  be
   conducted so as to minimize any  disruption to construction or  other
   operations  at  such  Property.    Lessee  shall  furnish  to  Lessor
   statements, no  more than  once per  year, accurate  in all  material
   respects, regarding  the  condition  and  state  of  repair  of  each
   Property.  Lessor shall have no  duty to make any such inspection  or
   inquiry and shall not incur any liability or obligation by reason  of
   not making any such inspection or inquiry.
        
             3   Environmental  Inspection.   Not  less than  12  months
   prior to the Maturity Date (unless Lessee has previously  irrevocably
   exercised the Purchase Option, Maturity Date Purchase Option or  paid
   Termination Value with respect to each  Property), and not more  than
   thirty Business Days prior to surrender of possession of a  Property,
   Lessor shall, at Lessee's sole cost  and expense, obtain a report  by
   an environmental consultant selected  by Lessor certifying that  each
   Property or  any  portion  thereof (i)  does  not  contain  Hazardous
   Materials under circumstances or in concentrations that could  result
   in a violation of or liability  under any Environmental Law and  (ii)
   is in compliance  with all Environmental  Laws.  If  such is not  the
   case on  either  such date,  then  Lessee  shall be  deemed  to  have
   irrevocably exercised the Maturity  Date Purchase Option pursuant  to
   Section 20.2.
       
<PAGE>  
   11.                                MODIFICATIONS
        
             1     Modifications, Substitutions  and Replacements.   (a)  
   So long as no Lease Event of Default has occurred and is  continuing,
   Lessee, at its sole cost and expense,  may at any time and from  time
   to time make alterations, renovations, improvements and additions  to
   a Property  or  any  part  thereof  (collectively,  "Modifications");
   provided, that: (i) except for any  Modification required to be  made
   pursuant to  a  Legal Requirement  or  an Insurance  Requirement,  no
   Modification, individually,  or when  aggregated with  any (A)  other
   Modification or (B) grant,  dedication, transfer or release  pursuant
   to Section 12.2, shall materially impair  the value of such  Property
   or the  utility or  useful  life of  such  Property from  that  which
   existed immediately prior to such Modification; (ii) the Modification
   shall be  performed  expeditiously  and in  a  good  and  workmanlike
   manner;  (iii) Lessee  shall  comply  with  all  Legal   Requirements
   (including  all  Environmental   Laws)  and  Insurance   Requirements
   applicable to  the  Modification,  including  the  obtaining  of  all
   permits and certificates of  occupancy, and the structural  integrity
   of such Property shall not be adversely affected; (iv) to the  extent
   required pursuant to Section 14.2, Lessee shall maintain or cause  to
   be  maintained  builders'  risk  insurance   at  all  times  when   a
   Modification is in progress; (v) subject to  the terms of Section  13
   relating to  permitted  contests,  Lessee shall  pay  all  costs  and
   expenses  and  discharge  any  Liens  arising  with  respect  to  the
   Modification; (vi) such Modifications shall comply with Sections  8.2
   and 10.1 and shall not change the primary character of such Property;
   and (vii) no Improvements shall be  demolished, except to the  extent
   such demolition  does not  materially impair  the value,  utility  or
   useful life of such  Property.  All  Modifications (other than  those
   that may be readily removed without  impairing the value, utility  or
   remaining useful  life of  such Property)  shall remain  part of  the
   realty and shall be  subject to this Lease,  and title thereto  shall
   immediately vest in Lessor.  So long as no Lease Event of Default has
   occurred and  is continuing,  Lessee may  place upon  a Property  any
   inventory, trade  fixtures, machinery,  equipment or  other  property
   belonging to Lessee or third parties  and may remove the same at  any
   time during the  term of this  Lease; provided  that such  inventory,
   trade fixtures,  machinery, equipment  or  other property,  or  their
   respective operations, do not impair the value, utility or  remaining
   useful life of such Property.
        
             (a) Following  the Completion  Date  with  respect  to  any
   Property, Lessee  shall  notify  Lessor of  the  undertaking  of  any
   construction, repairs  or alterations  to the  Property the  cost  of
   which is anticipated to  exceed $500,000.   Prior to undertaking  any
   such construction or alterations, Lessee shall deliver to Lessor  (i)
   a brief narrative of the work to be done and a copy of the plans  and
   specifications  relating  to  such   work;  and  (ii)  an   Officer's
   Certificate stating that such work when completed will not materially
   impair the  value,  utility or  remaining  life of  such  Property.  
   Lessor, by itself or  its agents, shall have  the right, but not  the
   obligation, from time to time to inspect such construction to  ensure
   that  the  same   is  completed   consistent  with   the  plans   and
   specifications.
<PAGE>        
             (b) Following  the Completion  Date  with  respect  to  any
   Property, Lessee shall  not without the  consent of Lessor  undertake
   any  construction  or  alterations  to  such  Property  (other   than
   construction or alterations resulting  from any Legal Requirement  or
   any Casualty or Condemnation in accordance  with Section 15) if  such
   construction or alterations  cannot, in the  reasonable judgement  of
   Agent, be completed on or prior  to the date that is eighteen  months
   prior to the Expiration Date.
        
        
   12.                                    TITLE
        
             1    Liens.    (a)  Lessee agrees that, except as otherwise
   provided herein and subject  to the terms of  Section 13 relating  to
   permitted contests, Lessee shall not directly or indirectly create or
   allow to remain, and  shall promptly discharge at  its sole cost  and
   expense,  any  Lien,  defect,   attachment,  levy,  title   retention
   agreement or  claim upon  any Property  or any  Modifications or  any
   Lien, attachment, levy  or claim  with respect  to the  Rent or  with
   respect to  any amounts  held by  the Agent  pursuant to  the  Credit
   Agreement, other than Permitted Liens.  Lessee shall promptly  notify
   Lessor in the event it receives  knowledge that a Lien (other than  a
   Permitted Lien) exists with respect to the Property.
        
             (a) Nothing contained in this  Lease shall be construed  as
   constituting the consent or request of Lessor, expressed or  implied,
   to or  for  the performance  by  any contractor,  mechanic,  laborer,
   materialman, supplier or vendor of any  labor or services or for  the
   furnishing  of  any  materials  for  any  construction,   alteration,
   addition, repair or  demolition of  or to  any Property  or any  part
   thereof.  NOTICE IS HEREBY GIVEN THAT LESSOR IS NOT AND SHALL NOT  BE
   LIABLE FOR  ANY  LABOR, SERVICES  OR  MATERIALS FURNISHED  OR  TO  BE
   FURNISHED TO LESSEE, OR  TO ANYONE HOLDING ANY  PROPERTY OR ANY  PART
   THEREOF THROUGH  OR UNDER  LESSEE, AND  THAT NO  MECHANIC'S OR  OTHER
   LIENS FOR ANY SUCH  LABOR, SERVICES OR MATERIALS  SHALL ATTACH TO  OR
   AFFECT THE INTEREST OF LESSOR IN AND TO ANY PROPERTY.
<PAGE>        
             2   Grants and  Releases of  Easements.   Provided that  no
   Lease Event  of Default  shall have  occurred and  be continuing  and
   subject to the provisions of Sections 8, 9, 10 and 11, Lessor  hereby
   consents to the following actions by Lessee, in the name and stead of
   Lessor, but  at Lessee's  sole cost  and expense:   (a) the  granting
   (prior  to  the  Lien  of  the  Mortgage)  of  easements,   licenses,
   rights-of-way and  other  rights  and privileges  in  the  nature  of
   easements reasonably  necessary or  desirable for  the  construction,
   use, repair,  renovation or  maintenance of  any Property  as  herein
   provided; (b) the  release  (free  and  clear  of  the  Lien  of  the
   Mortgage) of  existing easements  or other  rights in  the nature  of
   easements  which  are  for  the  benefit  of  any  Property;  (c) the
   dedication or  transfer  (prior  to the  Lien  of  the  Mortgage)  of
   unimproved portions of any Property for road, highway or other public
   purposes; (d) the execution of petitions to have any Property annexed
   to any municipal corporation  or utility district; (e) the  execution
   by Lessee of agreements with Governmental Authorities or other  third
   parties required for the initial construction of Improvements or  any
   Modifications on any Property; (f) the execution of amendments to any
   covenants and restrictions affecting any Property; and (g) any  other
   actions Lessee deems necessary or  desirable; provided, that in  each
   case Lessee shall have delivered  to Lessor an Officer's  Certificate
   stating that:  (i) such grant,  release, dedication or transfer  does
   not impair  the value  or utility  or remaining  useful life  of  the
   applicable Property, (ii) such grant, release, dedication or transfer
   is necessary in connection  with the construction, use,  maintenance,
   alteration, renovation  or improvement  of the  applicable  Property,
   (iii) Lessee shall remain  obligated under this  Lease and under  any
   instrument  executed  by  Lessee  consenting  to  the  assignment  of
   Lessor's interest in this Lease as security for indebtedness, in each
   such case  in accordance  with their  terms,  as though  such  grant,
   release,  dedication  or   transfer,  had  not   been  effected   and
   (iv) Lessee shall pay  and perform  any obligations  of Lessor  under
   such grant, release,  dedication or transfer.   Without limiting  the
   effectiveness of  the  foregoing, provided  that  no Lease  Event  of
   Default shall have occurred and be continuing, Lessor shall, upon the
   request of Lessee, and at Lessee's sole cost and expense, execute and
   deliver any instruments necessary or appropriate to confirm any  such
   grant, release, dedication or transfer to any Person permitted  under
   this Section.
        
<PAGE>        
   13.                             PERMITTED CONTESTS
        
             1   Permitted   Contests   Other   Than   in   Respect   of
   Impositions.  Except to the extent otherwise provided for in  Section
   12.2 of  the  Participation  Agreement, Lessee,  on  its  own  or  on
   Lessor's behalf but at Lessee's sole  cost and expense, may  contest,
   by appropriate administrative  or judicial  proceedings conducted  in
   good  faith  and  with  due   diligence,  the  amount,  validity   or
   application, in  whole  or in  part,  of any  Legal  Requirement,  or
   utility  charges  payable  pursuant  to  Section  4.1  or  any  Lien,
   attachment, levy, encumbrance or encroachment, and Lessor agrees  not
   to pay, settle or otherwise compromise  any such item, provided  that
   (a) the commencement  and  continuation  of  such  proceedings  shall
   suspend the  collection thereof  from,  and suspend  the  enforcement
   thereof against  the applicable  Properties, Lessor,  the Agent,  the
   Investor  and  the  Lenders;  (b) there  shall  be  no  risk  of  the
   imposition of a Lien  (other than a Permitted  Lien) on any  Property
   and no part of any Property  nor any Rent would  be in any danger  of
   being sold, forfeited, lost  or deferred; (c) at  no time during  the
   permitted contest shall there be a risk of the imposition of criminal
   liability or civil liability on Lessor,  the Agent or any Lender  for
   failure to comply therewith; and (d) in the event that, at any  time,
   there shall be a material risk  of extending the application of  such
   item beyond the earlier of the Maturity Date and the Expiration  Date
   for the applicable Property, then Lessee  shall deliver to Lessor  an
   Officer's Certificate  certifying  as to  the  matters set  forth  in
   clauses (a), (b) and (c) of  this Section 13.1.  Lessor, at  Lessee's
   sole cost  and expense,  shall execute  and  deliver to  Lessee  such
   authorizations and other documents as  may reasonably be required  in
   connection with  any such  contest and,  if reasonably  requested  by
   Lessee, shall  join as  a party  therein at  Lessee's sole  cost  and
   expense.
        
        
   14.                                  INSURANCE
        
             1   Public Liability  and Workers' Compensation  Insurance.
    During the Term,  Lessee shall procure and  carry, at Lessee's  sole
   cost and expense, commercial  general liability insurance for  claims
   for injuries  or death  sustained by  persons or  damage to  property
   while on each  Property.   Such insurance shall  be on  terms and  in
   amounts that  are  no less  favorable  than insurance  maintained  by
   owners of  similar properties,  that are  in accordance  with  normal
   industry practice.  The policy shall be endorsed to name Lessor,  the
   Trust Company, the Investor, the Agent and the Lenders as  additional
   insureds.  The policy shall also specifically provide that the policy
   shall be considered primary insurance which  shall apply to any  loss
   or claim before any contribution by  any insurance which Lessor,  the
   Trust Company, the Agent  or the Lenders may  have in force.   Lessee
   shall, in the operation of the  Property, comply with the  applicable
   workers' compensation laws and  protect Lessor against any  liability
   under such laws.
<PAGE>        
             2   Hazard and  Other Insurance.   (a)   During  the  Term,
   Lessee shall keep  each Property insured  against loss  or damage  by
   fire and  other  risks on  terms  and in  amounts  that are  no  less
   favorable than insurance maintained by owners of similar  properties,
   that are in accordance with normal industry practice, are in  amounts
   equal to the actual replacement cost of the Improvements.  So long as
   no Lease  Event  of  Default  exists,  any  loss  payable  under  the
   insurance policy  required  by  this Section  will  be  paid  to  and
   adjusted solely by Lessee, subject to Section 15.
        
             (a) If at any  time during the Term  the area in which  any
   Property is located  is designated a  "flood-prone" area pursuant  to
   the Flood  Disaster  Protection Act  of  1973 or  any  amendments  or
   supplements thereto, then Lessee shall comply with the National Flood
   Insurance Program as set forth in  the Flood Disaster Protection  Act
   of 1973, as may  be amended.  In  addition, Lessee will fully  comply
   with the requirements of the National Flood Insurance Act of 1968 and
   the Flood Disaster  Protection Act of  1973, as each  may be  amended
   from time to time, and with  any other Legal Requirement,  concerning
   flood insurance to the extent that it applies to any Property.
        
             3   Coverage.    (a)   Lessee  shall  furnish  Lessor  with
   certificates showing the insurance  required under Sections 14.1  and
   14.2 to be in effect and  naming Agent, the Lenders, the Lessor,  the
   Investor, and the Trust Company as an additional insured with respect
   to liability insurance and showing the mortgagee endorsement required
   by Section 14.3(c).   All  such insurance shall  be at  the cost  and
   expense of Lessee.   Such certificates shall  include a provision  in
   which the insurer agrees to provide thirty (30) days' advance written
   notice by  the  insurer to  Lessor  and the  Agent  in the  event  of
   cancellation or modification of such insurance that could be  adverse
   to the interests of  Lessor, the Trust  Company or the  Agent.  If  a
   Lease Event of Default has occurred  and is continuing and Lessor  so
   requests, Lessee  shall deliver  to Lessor  copies of  all  insurance
   policies required by this Lease.
        
             (a) Lessee agrees  that the  insurance policy  or  policies
   required by this Lease shall  include an appropriate clause  pursuant
   to which such policy  shall provide that it  will not be  invalidated
   should Lessee waive, in writing, prior  to a loss, any or all  rights
   of recovery against  any party for  losses covered by  such policy.  
   Lessee hereby  waives any  and all  such rights  against Lessor,  the
   Trust Company, the Investor, the Agent and the Lenders to the  extent
   of payments made under such policies.
        
             (b) All insurance policies  required by Section 14.2  shall
   include a "New York" or standard form mortgagee endorsement in  favor
   of the Agent.
        
             (c) Neither  Lessor   nor  Lessee   shall  carry   separate
   insurance concurrent in kind or form or contributing in the event  of
   loss with any insurance required under this Lease except that  Lessor
   may carry  separate  liability  insurance  so  long  as  (i) Lessee's
   insurance is  designated  as  primary  and  in  no  event  excess  or
   contributory to any insurance  Lessor may have  in force which  would
   apply to  a loss  covered under  Lessee's policy  and (ii) each  such
   insurance policy  will not  cause Lessee's  insurance required  under
   this Lease to be subject to a coinsurance exception of any kind.
<PAGE>        
             (d) Lessee shall pay  as they become  due all premiums  for
   the insurance required  by this Lease,  shall renew  or replace  each
   policy prior  to  the  expiration date  thereof  and  shall  promptly
   deliver  to  Lessor  and  the  Agent  certificates  for  renewal  and
   replacement policies.
        
        
   15.                          CONDEMNATION AND CASUALTY
        
             1   Casualty  and  Condemnation.    (a)   Subject  to   the
   provisions of this  Section 15 and  Section 16 (in  the event  Lessee
   delivers, or  is obligated  to deliver,  a Termination  Notice),  and
   prior to the occurrence and continuation  of a Lease Default,  Lessee
   shall be entitled to receive  (and Lessor hereby irrevocably  assigns
   to Lessee all of  Lessor's right, title and  interest in) any  award,
   compensation or  insurance proceeds  to which  Lessee or  Lessor  may
   become entitled by reason of their respective interests in a Property
   (i) if all or a portion of  such Property is damaged or destroyed  in
   whole or in part by a Casualty or (ii) if the use, access, occupancy,
   easement rights or title to such Property or any part thereof is  the
   subject of  a Condemnation;  provided, however,  if a  Lease  Default
   shall have occurred  and be  continuing such  award, compensation  or
   insurance proceeds shall be paid directly  to Lessor or, if  received
   by Lessee, shall be held in trust for Lessor, and shall be paid  over
   by Lessee to Lessor,  and provided further that  in the event of  any
   Casualty or Condemnation, the estimated cost of restoration of  which
   is in excess of $1,000,000, any such award, compensation or insurance
   proceeds shall be paid directly to Lessor, or if received by  Lessee,
   shall be held in trust for Lessor and shall be paid over by Lessee to
   Lessor.
        
             (a) So long as no  Lease Event of Default has occurred  and
   is continuing,  Lessee may  appear in  any  proceeding or  action  to
   negotiate, prosecute,  adjust  or appeal  any  claim for  any  award,
   compensation or insurance payment on account of any such Casualty  or
   Condemnation and shall pay all expenses thereof; provided that if the
   estimated cost  of restoration  of the  Property  or the  payment  on
   account of such title defect is in excess of $1,000,000, then  Lessor
   shall be entitled to participate in  any such proceeding or action.  
   At Lessee's  reasonable  request,  and  at  Lessee's  sole  cost  and
   expense,  Lessor  and  the  Agent  shall  participate  in  any   such
   proceeding, action, negotiation, prosecution  or adjustment.   Lessor
   and Lessee agree that this Lease  shall control the rights of  Lessor
   and Lessee  in  and to  any  such award,  compensation  or  insurance
   payment.
        
             (b) If Lessor or Lessee shall receive notice of a  Casualty
   or a possible  Condemnation of a  Property or  any interest  therein,
   Lessor or Lessee, as  the case may be,  shall give notice thereof  to
   the other and to the Agent promptly after the receipt of such notice.
<PAGE>        
             (c) In the  event of  a Casualty  or receipt  of notice  by
   Lessee or  Lessor of  a Condemnation,  Lessee shall,  not later  than
   sixty (60)  days after  such occurrence,  deliver to  Lessor and  the
   Agent an  Officer's  Certificate  stating that  either  (i) (x)  such
   Casualty is not a  Significant Casualty or  (y) such Condemnation  is
   neither a Total Condemnation nor a Significant Condemnation and  that
   this Lease shall remain in full force and effect with respect to  the
   applicable Property and,  at Lessee's sole  cost and expense,  Lessee
   shall promptly  and diligently  restore  the applicable  Property  in
   accordance with the terms of Section 15.1(e) or (ii) this Lease shall
   terminate with respect to the applicable Property in accordance  with
   Section 16.1.
        
             (d) If pursuant  to  this Section  15.1, this  Lease  shall
   continue  in  full   force  and  effect   following  a  Casualty   or
   Condemnation with respect to the affected Property, Lessee shall,  at
   its sole cost and expense, promptly and diligently repair any  damage
   to the applicable Property caused by such Casualty or Condemnation in
   conformity with the requirements of Sections 10.1 and 11.1 using  the
   as-built plans  and specifications  for the  applicable Property  (as
   modified  to  give  effect  to  any  subsequent  Modifications,   any
   Condemnation  affecting  the  Property   and  all  applicable   Legal
   Requirements) so as to  restore the applicable  Property to the  same
   condition, operation, function and value as existed immediately prior
   to such  Casualty or  Condemnation.   In  such  event, title  to  the
   applicable Property shall remain with Lessor.
        
             (e) In  no event  shall  a Casualty  or  Condemnation  with
   respect to which this  Lease remains in full  force and effect  under
   this Section 15.1 affect Lessee's obligations to pay Rent pursuant to
   Section 3.1.
        
             (f) Notwithstanding anything to  the contrary set forth  in
   Section 15.1(a) or  Section 15.1(e), if  during the  Term a  Casualty
   occurs with respect  to a  Property or  Lessee receives  notice of  a
   Condemnation with respect to a Property, and following such  Casualty
   or Condemnation, such  Property cannot reasonably  be restored on  or
   before the date which is twelve months prior to the Maturity Date  to
   substantially the same condition as existed immediately prior to such
   Casualty or Condemnation or before such  day such Property is not  in
   fact so restored, then Lessee shall exercise its Purchase Option with
   respect to  such Property  on the  next Payment  Date or  irrevocably
   agree in writing to exercise the  Maturity Date Purchase Option  with
   respect to such  Property, and in  either such  event such  remaining
   Casualty or Condemnation proceeds shall be  paid to the Agent,  which
   shall pay such funds  to Lessee upon the  closing of the purchase  of
   such Property.
        
        
   16.                              LEASE TERMINATION
        
             1   Termination upon Certain  Events.  (a) Lessee shall  be
   obligated to  deliver  a written  notice  in the  form  described  in
   Section 16.2(a) (a "Termination Notice")  of the termination of  this
   Lease with respect to any Property (i) within thirty (30) days  after
   Lessee receives notice of  a Total Condemnation  with respect to  any
   such Property or  (ii) promptly after  the occurrence  of a  Material
   Environmental Violation with respect to any such Property.
<PAGE>        
             (a) If either:   (i) Lessee or  Lessor shall have  received
   notice of a Condemnation, and Lessee  shall have delivered to  Lessor
   an Officer's  Certificate that  such  Condemnation is  a  Significant
   Condemnation; or  (ii) a  Casualty  occurs,  and  Lessee  shall  have
   delivered to Lessor an Officer's Certificate that such Casualty is  a
   Significant Casualty;  or (iii)  a Material  Environmental  Violation
   occurs with respect to any Property, and Lessee shall have  delivered
   to Lessor an  Officer's Certificate that  this Lease shall  terminate
   with respect to such Property then, Lessee shall, simultaneously with
   the delivery of the Officer's  Certificate pursuant to the  preceding
   clause (i), (ii) or (iii), deliver a Termination Notice with  respect
   to the affected Property.
        
             2   Procedures.  (a)   A Termination Notice shall  contain:
    (i) notice of termination of this Lease with respect to the affected
   Property on  a date  not more  than thirty  (30) days after  Lessor's
   receipt of such Termination  Notice (the "Termination Date");  (ii) a
   binding and irrevocable  agreement of Lessee  to pay the  Termination
   Value and purchase such Property on  such Termination Date and  (iii)
   the Officer's Certificate described in Section 16.1(b).
        
             (a) On the Termination Date, Lessee shall pay to Lessor  as
   Supplemental Rent the Termination Value for the applicable  Property,
   plus all other amounts owing in  respect of such Property  (including
   Supplemental Rent) theretofore accruing and Lessor shall convey  such
   Property to  Lessee (or  Lessee's designee)  all in  accordance  with
   Section 19.1.
        
        
   17.                                   DEFAULT
        
             1   Lease Events  of Default.   If any one  or more of  the
   following events (each a "Lease Event of Default") shall occur:
        
             (a) Lessee shall  fail to  make payment  of (i)  any  Basic
        Rent within five (5) Business Days after the same has become due
        and payable  or  (ii)  any Maximum  Residual  Guarantee  Amount,
        Purchase Option Price  or Termination Value  after the same  has
        become due and payable; or
        
             (b) Lessee shall fail to  make payment of any  Supplemental
        Rent due and payable within five (5) Business Days after receipt
        of notice thereof; or
        
             (c) Lessee shall fail to maintain insurance as required  by
        Section 14; or
<PAGE>        
             (d) Lessee  shall fail  to  observe or  perform  any  term,
        covenant  or  condition   of  Lessee  under   this  Lease,   the
        Participation Agreement,  or any  other Operative  Agreement  to
        which it  is a  party (other  than those  set forth  in  Section
        17.1(a), (b) or (c) hereof) or any representation or warranty by
        Lessee set  forth  in  this Lease  or  in  any  other  Operative
        Agreement or in any document entered into in connection herewith
        or therewith or  in any  document, certificate  or financial  or
        other statement delivered  in connection  herewith or  therewith
        shall be  false  or inaccurate  in  any material  way  and  such
        failure is not cured, or such inaccuracy is not corrected within
        thirty (30) days after receipt of notice thereof, provided  that
        such thirty (30) day period shall  be extended (up to a  maximum
        period of 180 days) as to failures or inaccuracies which  cannot
        be cured with the  payment of money but  are curable though  not
        reasonably capable of cure within  such thirty (30) day  period,
        provided that  Lessee has  commenced to  cure such  failures  or
        inaccuracies prior to the end of such time period and prosecutes
        such cure to completion; or
        
             (e) an  Agency  Agreement  Event  of  Default  shall   have
        occurred and be continuing; or
   
             (f) Lessee or any Guarantor shall (i) admit in writing  its
        inability to  pay  its  debts  generally  as  they  become  due,
        (ii) file a petition under the United States bankruptcy laws  or
        any other applicable  insolvency law  or statute  of the  United
        States  of  America  or  any  State  or  Commonwealth   thereof,
        (iii) make  a  general  assignment   for  the  benefit  of   its
        creditors, (iv) consent  to the  appointment  of a  receiver  of
        itself or the  whole or any  substantial part  of its  property,
        (v) fail to cause  the discharge  of any  custodian, trustee  or
        receiver appointed for Lessee or any Guarantor or the whole or a
        substantial part of its property  within ninety (90) days  after
        such appointment, or (vi) file a  petition or answer seeking  or
        consenting to reorganization under the United States  bankruptcy
        laws or any other  applicable insolvency law  or statute of  the
        United States of America or  any State or Commonwealth  thereof;
        or
        
             (g) insolvency proceedings or  a petition under the  United
        States bankruptcy laws or any other applicable insolvency law or
        statute of  the  United  States  of  America  or  any  State  or
        Commonwealth thereof  shall  be  filed  against  Lessee  or  any
        Guarantor and not  dismissed within  ninety (90)  days from  the
        date of its filing, or a  court of competent jurisdiction  shall
        enter an order or decree appointing,  without its consent of,  a
        receiver  of  Lessee  or  any  Guarantor  or  the  whole  or   a
        substantial part of its property, and such order or decree shall
        not be vacated  or set aside  within ninety (90)  days from  the
        date of the entry thereof; or
        
             (h) a  Credit  Agreement  Event  of  Default  of  the  type
        specified in  Section 6.1(c),  6.1(e), 6.1(g),  6.1(i),  6.1(k),
        6.1(m), 6.1(n), 6.1(o) or 6.1(p)  of the Credit Agreement  shall
        have occurred and be continuing;  or
<PAGE>        
             (i) there  shall   occur  and  be   continuing  under   the
        Corporate Credit  Agreement  an event  of  default of  the  type
        specified in Section  8.1 through 8.15  thereof (other than  any
        such event of default resulting from the occurrence of a  Credit
        Agreement Event of Default of the type specified in Sections 6.1
        (a), (b), (d), (f), (h), (j) or (l) of the Credit Agreement).

   then, in any such event, Lessor may, in addition to the other  rights
   and remedies provided  for in this  Section 17 and  in Section  18.1,
   terminate this Lease by  giving Lessee five (5)  days notice of  such
   termination, and this Lease  shall terminate.   Lessee shall, to  the
   fullest extent permitted by law, pay  as Supplemental Rent all  costs
   and expenses incurred by or on  behalf of Lessor, including fees  and
   expenses of  counsel, as  a  result of  any  Lease Event  of  Default
   hereunder.

             2   Final Liquidated Damages.  If a Lease Event of  Default
   shall have occurred and be continuing, Lessor shall have the right to
   recover, by demand  to Lessee and  at Lessor's  election, and  Lessee
   shall pay  to  Lessor,  as and  for  final  liquidated  damages,  but
   exclusive  of  the  indemnities  payable  under  Section  13  of  the
   Participation Agreement, and in lieu of  all damages beyond the  date
   of such demand  the sum of  (a) the Termination  Value, plus  (b) all
   other  amounts  owing  in  respect  of  Rent  and  Supplemental  Rent
   theretofore accruing under this  Lease.  Upon  payment of the  amount
   specified pursuant to the first sentence of this Section 17.2, Lessee
   shall be entitled  to receive from  Lessor, at  Lessee's request  and
   cost, an  assignment of  Lessor's right,  title and  interest in  the
   Properties,  in  each  case  in  recordable  form  and  otherwise  in
   conformity with local custom  and free and clear  of the Lien of  the
   Mortgages.  Lessee (or  Lessee's designee) shall execute and  deliver
   to Lessor  an assumption  of all  of Lessor's  obligations under  the
   Ground Leases, if any.  The Properties shall be quitclaimed to Lessee
   (or Lessee's designee)  "AS IS" and  in their  then present  physical
   condition.  If any statute or rule  of law shall limit the amount  of
   such final liquidated damages  to less than  the amount agreed  upon,
   Lessor shall be entitled to the  maximum amount allowable under  such
   statute or rule of law; provided,  that Lessee shall not be  entitled
   to receive  an  assignment  of Lessor's  interest  under  the  Ground
   Leases, if any, or in the Properties unless Lessee shall have paid in
   full the Termination Value of each of the Properties.
        
             3   Lease Remedies.    Lessor and  Lessee intend  that  for
   commercial law  and  bankruptcy  law purposes,  this  Lease  will  be
   treated as a financing arrangement, as  set forth in Section 7.   If,
   as a result  of applicable state  law, which cannot  be waived,  this
   Lease is  deemed to  be a  lease  of the  Properties, rather  than  a
   financing arrangement, and Lessor is  unable to enforce the  remedies
   set forth in Section 17.2, the following remedies shall be  available
   to Lessor:
<PAGE>        
             (a) Surrender of Possession.   If a Lease Event of  Default
   shall have occurred and be continuing, and whether or not this  Lease
   shall have been  terminated pursuant to  Section 17.1, Lessee  shall,
   upon thirty (30) days written notice, surrender to Lessor  possession
   of the Property  and Lessee shall  quit the same.   Lessor may  enter
   upon and repossess the Property by such means as are available at law
   or in equity, and may remove Lessee and all other Persons and any and
   all personal  property  and  Lessee's equipment  and  personalty  and
   severable Modifications  from the  Property.   Lessor shall  have  no
   liability by  reason  of  any such  entry,  repossession  or  removal
   performed in accordance with applicable law.
        
             (b) Reletting.   If a  Lease Event  of Default  shall  have
   occurred and be continuing, and whether or not this Lease shall  have
   been terminated pursuant to  Section 17.1, Lessor  may, but shall  be
   under no obligation to, relet all,  or any portion, of the  Property,
   for the account of Lessee or otherwise, for such term or terms (which
   may be greater  or less than  the period which  would otherwise  have
   constituted the balance of  the Term) and  on such conditions  (which
   may include concessions or free rent) and for such purposes as Lessor
   may determine, and Lessor may collect,  receive and retain the  rents
   resulting from such reletting.  Lessor shall not be liable to  Lessee
   for any failure to relet the  Property or for any failure to  collect
   any rent due upon such reletting.
<PAGE>        
             (c) Damages.   None of  (i) the termination  of this  Lease
   pursuant to Section 17.1; (ii) the  repossession of the Property;  or
   (iii) except to the extent required by applicable law, the failure of
   Lessor to relet all, or any  portion, of the Property, the  reletting
   of all or any portion thereof,  nor the failure of Lessor to  collect
   or receive  any rentals  due upon  any such  reletting shall  relieve
   Lessee of its liability and obligations hereunder, all of which shall
   survive any  such termination,  repossession or  reletting.   If  any
   Lease Event  of Default  shall have  occurred and  be continuing  and
   notwithstanding any  termination of  this Lease  pursuant to  Section
   17.1, Lessee shall forthwith pay to  Lessor all Basic Rent and  other
   sums due and  payable hereunder  to and  including the  date of  such
   termination.  Thereafter,  on the  days on  which the  Basic Rent  or
   Supplemental Rent, as  applicable, are  payable under  this Lease  or
   would have been  payable under this  Lease if the  same had not  been
   terminated pursuant to Section 17.1 and until the end of the Term  or
   what would have  been the Term  in the absence  of such  termination,
   Lessee shall  pay Lessor,  as current  liquidated damages  (it  being
   agreed that it  would be  impossible accurately  to determine  actual
   damages) an amount equal to the Basic Rent and Supplemental Rent that
   are payable under  this Lease or  would have been  payable by  Lessee
   hereunder if this Lease had not  been terminated pursuant to  Section
   17.1, less the net proceeds, if  any, which are actually received  by
   Lessor with respect to the period in question of any reletting of the
   Property or any portion thereof; provided that Lessee's obligation to
   make payments of Basic Rent and Supplemental Rent under this  Section
   17.3 shall continue only  so long as Lessor  shall not have  received
   the amounts specified in Section 17.2.  In calculating the amount  of
   such net  proceeds from  reletting, there  shall be  deducted all  of
   Lessor's,  the  Agent's  and  any  Lenders'  expenses  in  connection
   therewith, including repossession costs, brokerage commissions,  fees
   and expenses for counsel and any necessary repair or alteration costs
   and expenses  incurred in  preparation for  such reletting.   To  the
   extent Lessor receives  any damages  pursuant to  this Section  17.3,
   such amounts shall be regarded as amounts paid on account of Rent.
<PAGE>        
             (d) Acceleration of  Rent.   If a  Lease Event  of  Default
   shall have occurred and be continuing, and this Lease shall not  have
   been terminated pursuant to Section 17.1,  and whether or not  Lessor
   shall have  collected  any  current liquidated  damages  pursuant  to
   Section 17.3(c), Lessor may upon written notice to Lessee  accelerate
   all payments of Basic Rent due hereunder and, upon such acceleration,
   Lessee shall  immediately pay  Lessor, as  and for  final  liquidated
   damages and in lieu of all  current liquidated damages on account  of
   such Lease Event of Default beyond the date of such acceleration  (it
   being agreed  that it  would be  impossible accurately  to  determine
   actual damages) an  amount equal  to the  sum of  (a) all Basic  Rent
   (assuming interest at a rate per annum equal to the Overdue Rate), as
   applicable, due from the date of  such acceleration until the end  of
   the Term, plus (b) the Maximum  Residual Guarantee Amount that  would
   be payable under Section  21.1(c) assuming the  proceeds of the  sale
   pursuant to such Section 21.1(c) are equal to zero, which sum is then
   discounted to present value  at a rate equal  to the rate then  being
   paid  on   United   States  treasury   securities   with   maturities
   corresponding to the then remaining Term.  Following payment of  such
   amount by Lessee, Lessee will be  permitted to stay in possession  of
   the Property for the remainder of the Term, subject to the terms  and
   conditions  of   this  Lease,   including  the   obligation  to   pay
   Supplemental Rent, provided  that no further  Lease Event of  Default
   shall occur and be continuing, following which Lessor shall have  all
   the rights  and  remedies set  forth  in  this Section  17  (but  not
   including those set forth in this  Section 17.3).  If any statute  or
   rule of law shall limit the  amount of such final liquidated  damages
   to less than the amount agreed upon, Lessor shall be entitled to  the
   maximum amount allowable under such statute or rule of law.
        
             4   Waiver of  Certain  Rights.   If  this Lease  shall  be
   terminated pursuant to  Section 17.1, Lessee  waives, to the  fullest
   extent  permitted  by  law,  (a) any   notice  of  re-entry  or   the
   institution of legal  proceedings to obtain  re-entry or  possession;
   (b) any  right  of  redemption,  re-entry  or  repossession;  (c) the
   benefit of any laws now or hereafter in force exempting property from
   liability for rent or for debt; and (d) any other rights which  might
   otherwise limit or modify  any of Lessor's  rights or remedies  under
   this Section 17.
        
             5   Assignment  of Rights  Under  Contracts.   If  a  Lease
   Event of Default shall have occurred  and be continuing, and  whether
   or not  this Lease  shall have  been terminated  pursuant to  Section
   17.1, Lessee shall upon Lessor's demand immediately assign,  transfer
   and set over to Lessor all  of Lessee's right, title and interest  in
   and to  each agreement  executed by  Lessee  in connection  with  the
   construction,  renovation,  development,  use  or  operation  of  the
   Property (including  all right,  title and  interest of  Lessee  with
   respect  to  all   warranty,  performance,   service  and   indemnity
   provisions), as  and  to the  extent  that  the same  relate  to  the
   construction renovation, and operation of the Property.
        
             6   Remedies  Cumulative.   The  remedies  herein  provided
   shall be cumulative and in addition to (and not in limitation of) any
   other remedies  available  at  law, equity  or  otherwise  including,
   without limitation, any  mortgage foreclosure  remedies contained  in
   the Memorandum of Lease.
<PAGE>        
        
   18.                           LESSOR'S RIGHT TO CURE
        
             1     Lessor's  Right  to  Cure  Lessee's  Lease  Defaults.  
   Lessor, without waiving or releasing any obligation or Lease Event of
   Default, may (but shall be under  no obligation to) remedy any  Lease
   Event of Default for the account and at the sole cost and expense  of
   Lessee, including the  failure by  Lessee to  maintain any  insurance
   required by Section 14, and may,  to the fullest extent permitted  by
   law, and notwithstanding  any right of  quiet enjoyment  in favor  of
   Lessee, enter upon any  Property for such purpose  and take all  such
   action thereon as may be necessary or appropriate therefor.  No  such
   entry shall be deemed an eviction of Lessee.  All out-of-pocket costs
   and  expenses  so  incurred  (including  the  fees  and  expenses  of
   counsel), together with interest thereon at the Overdue Rate from the
   date on which such sums or expenses are paid by Lessor, shall be paid
   by Lessee to Lessor on demand as Supplemental Rent.
        
        
   19.                              LEASE TERMINATION
        
             1   Provisions Relating  to  Lessee's Termination  of  this
   Lease or  Exercise  of  Purchase Option.    In  connection  with  any
   termination of this Lease  with respect to  any Property pursuant  to
   the terms of Section 16.2, or in connection with Lessee's exercise of
   its Purchase Option or Maturity Date  Purchase Option, upon the  date
   on which this Lease  is to terminate with  respect to the  applicable
   Property or upon the Expiration Date  with respect to the  applicable
   Property, and  upon tender  by Lessee  of the  amounts set  forth  in
   Section 16.2(b), 20.1 or 20.2, as applicable:
        
             (a) Lessor  shall execute  and  deliver to  Lessee  (or  to
        Lessee's designee) at Lessee's cost and expense an assignment of
        Lessor's entire interest in  the applicable Properties, in  each
        case in recordable form and  otherwise in conformity with  local
        custom and free and clear of the Lien of the applicable Mortgage
        and/or Deed of Trust and any Lessor Liens; and
        
             (b) The applicable  Property shall  be conveyed  to  Lessee
        "AS IS" and in then present physical condition.
        
             2   Aggregate Tranche  A Percentage.   Notwithstanding  any
   other provision of this Lease or the other Operative Agreements,  the
   Lessee shall not be permitted to terminate this Lease with respect to
   a Property pursuant  to Section 16  or exercise  its Purchase  Option
   with respect to a Property pursuant to Section 20.1 if the  Aggregate
   Tranche A Percentage, after giving effect to the termination of  this
   Lease with respect to such Property, would be less than 87.6%.
        
<PAGE>        
   20.                               PURCHASE OPTION
        
             1   Purchase Option.  Provided that no Lease Default  under
   Section 17.1(a), (b), (f) or (g) or Lease Event of Default shall have
   occurred and be continuing, Lessee shall have the option (exercisable
   by giving Lessor irrevocable  written notice (the "Purchase  Notice")
   of Lessee's election, which election shall be irrevocable, given  not
   less than twelve months prior to the Maturity Date, to exercise  such
   option not less  than ten  (10) days prior  to the  date of  purchase
   pursuant to such option) to purchase one or more of the Properties on
   the date specified  in such Purchase  Notice, which  date must  occur
   prior to the date which is twelve months prior to the Maturity  Date,
   at a  price equal  to the  Termination  Value (the  "Purchase  Option
   Price") (which the parties do not  intend to be a "bargain"  purchase
   price) of such Property.  If Lessee exercises its option to  purchase
   one or more  of the  Properties pursuant  to this  Section 20.1  (the
   "Purchase Option"),  Lessor shall  quitclaim  to Lessee  or  Lessee's
   designee all of  Lessor's right, title  and interest in  and to  such
   Property as of the date specified in the Purchase Notice upon receipt
   of the Purchase Option Price and all Rent and other amounts then  due
   and payable under this  Lease and any  other Operative Agreement,  in
   accordance with Section 19.1.
        
             2   Maturity Date  Purchase Option.  Not  less than  twelve
   months prior to the Maturity Date,  Lessee may give Lessor and  Agent
   irrevocable written notice (the "Maturity Date Election Notice") that
   Lessee is electing to exercise the Maturity Date Purchase Option.  If
   Lessee does not give a Maturity Date Election Notice on or before the
   date twelve months prior to the  Maturity Date, then Lessee shall  be
   obligated to  remarket the  Properties pursuant  to Section  21.   If
   Lessee has elected  to exercise  the Maturity  Date Purchase  Option,
   then on the Maturity Date Lessee shall pay to Lessor an amount  equal
   to the Termination Value for all the Properties (which the parties do
   not intend to  be a "bargain"  purchase price) and,  upon receipt  of
   such amount plus  all Rent  and other  amounts then  due and  payable
   under this  Lease and  any other  Operative Agreement,  Lessor  shall
   transfer to Lessee or Lessee's designee all of Lessor's right,  title
   and interest  in and  to the  Properties in  accordance with  Section
   19.1.
        
             3   Obligation to Purchase All Properties.  If on the  date
   which  is  twelve  months  prior  to  the  Maturity  Date  the   then
   Termination Value  of all  the Properties  is less  than the  Maximum
   Purchase Option Amount,  then on the  Maturity Date  Lessee shall  be
   required to exercise its  Purchase Option on  the Maturity Date  with
   respect to all remaining Properties.
        
<PAGE>        
   21.                              SALE OF PROPERTY

             1   Sale Procedure.   (a)  With  respect to each  Property,
   at the expiration of  the Term, unless Lessee  shall have elected  to
   purchase such Property and  has paid the  Purchase Option Price  with
   respect thereto,  or otherwise  terminated  this Lease  with  respect
   thereto and paid the Termination  Value with respect thereto,  Lessee
   shall (i) pay  to Lessor the  Maximum Residual  Guarantee Amount  for
   such Property  as provided  in Section  21.1(c), and  (ii) sell  such
   Property to one or more third parties for cash, in each instance,  in
   accordance with Section 21.1(b) and (c).
        
             (a) During the  Marketing Period,  Lessee, as  nonexclusive
   broker for Lessor, shall use its best efforts to obtain bids for  the
   cash purchase  of each  Property being  sold  for the  highest  price
   available in the relevant market, shall notify Lessor promptly of the
   name and address  of each prospective  purchaser and  the cash  price
   which each prospective purchaser shall have  offered to pay for  such
   Property and shall  provide Lessor with  such additional  information
   about the  bids and  the bid  solicitation  procedure as  Lessor  may
   request from time to time.   Lessor may reject  any and all bids  and
   may assume sole  responsibility for obtaining  bids by giving  Lessee
   written   notice   to   that   effect;   provided,   however,    that
   notwithstanding the foregoing, Lessor  may not reject  a bid if  such
   bid, together with any amounts to  be paid pursuant to Section  21.3,
   is greater than or equal to the sum of the Limited Deficiency  Amount
   and all costs and  expenses referred to in  Section 21.2(i) and is  a
   bona fide offer by a third party purchaser who is not an Affiliate of
   Lessee.   If  the price  which  a prospective  purchaser  shall  have
   offered to pay for all or any of the Properties is less than the  sum
   of the Limited Deficiency Amount and all costs and expenses  referred
   to in Section  21.2(i), Lessor may  elect to retain  the Property  by
   giving Lessee at  least two Business  Days' prior  written notice  of
   Lessor's election to retain  the Property, and  upon receipt of  such
   notice, Lessee shall  surrender the  Property to  Lessor pursuant  to
   Section 10.1(c).   Unless  Lessor shall  have elected  to retain  the
   Property pursuant to  the preceding sentence,  Lessor shall sell  the
   Property free  of  any  Lessor  Liens  attributable  to  it,  without
   recourse or  warranty,  for  cash  to  the  purchaser  or  purchasers
   identified by Lessee  or Lessor, as  the case may  be.  Lessee  shall
   surrender the Property  so sold to  each purchaser  in the  condition
   specified in Section 10.1.
        
             (b) On each  date during the  Marketing Period  on which  a
   Property is sold  pursuant to Section  21.1(b), and  on the  Maturity
   Date with respect  to any Properties  remaining unsold, Lessee  shall
   pay  to  Lessor  the  Maximum  Residual  Guarantee  Amount  for  such
   Property.
        
             2   Application of  Proceeds of  Sale.  Lessor shall  apply
   the proceeds  of sale  of each  Property in  the following  order  of
   priority:
        
               (i)     FIRST, to  pay or  to  reimburse Lessor  for  the
        payment of all reasonable costs and expenses incurred by  Lessor
        in connection with the sale; and
<PAGE>        
               (ii)    SECOND, the balance shall be paid to the Agent to
        be applied pursuant to the provisions of the Credit Agreement.
        
             3   Indemnity for Excessive  Wear.  If the proceeds of  the
   sale described in Section 21.1(b) with respect to any Property,  less
   all expenses incurred by Lessor in  connection with such sale,  shall
   be less than the Limited Deficiency  Amount for such Property at  the
   time of such sale and if  it shall have been determined (pursuant  to
   the Appraisal Procedure)  that the Fair  Market Sales  Value of  such
   Property shall have been impaired by  greater than expected wear  and
   tear during the Term, Lessee shall pay to Lessor within ten (10) days
   after receipt of Lessor's  written statement (i)  the amount of  such
   excess wear and tear  determined by the  Appraisal Procedure or  (ii)
   the amount of the  Net Sale Proceeds  Shortfall, whichever amount  is
   less.
        
             4   Appraisal Procedure.   For determining the Fair  Market
   Sales Value of a Property or any other amount which may, pursuant  to
   any provision  of  any  Operative  Agreement,  be  determined  by  an
   appraisal procedure,  Lessor  and  Lessee  shall  use  the  following
   procedure (the  "Appraisal  Procedure").   Lessor  and  Lessee  shall
   endeavor to reach a mutual agreement  as to such amount for a  period
   of ten (10) days from commencement of the Appraisal Procedure, and if
   they  cannot  agree  within  ten   (10)  days,  then  two   qualified
   appraisers, one  chosen by  Lessee and  one chosen  by Lessor,  shall
   mutually agree thereupon, but if either party shall fail to choose an
   appraiser within twenty (20) days after  notice from the other  party
   of the  selection  of  its appraiser,  then  the  appraisal  by  such
   appointed appraiser shall be  binding on Lessee and  Lessor.  If  the
   two appraisers cannot agree within twenty (20) days after both  shall
   have been appointed, then a third appraiser shall be selected by  the
   two appraisers  or,  failing agreement  as  to such  third  appraiser
   within thirty (30) days after both shall have been appointed, by  the
   American  Arbitration  Association.    The  decisions  of  the  three
   appraisers shall be given within twenty (20) days of the  appointment
   of the  third  appraiser  and the  decision  of  the  appraiser  most
   different from the average  of the other two  shall be discarded  and
   such average shall be binding on Lessor and Lessee; provided that  if
   the highest appraisal and the  lowest appraisal are equidistant  from
   the third appraisal, the third appraisal  shall be binding on  Lessor
   and Lessee.  The fees and expenses of all of the appraisers shall  be
   paid by the Lessee.
        
             5   Certain  Obligations  Continue.  During  the  Marketing
   Period, the obligation  of Lessee to  pay Rent with  respect to  each
   Property (including the installment of Basic Rent due on the Maturity
   Date) shall continue undiminished until payment in full to Lessor  of
   the sale proceeds, the Maximum Residual Guarantee Amount, if any, the
   amount due under Section 21.3, if  any, and all other amounts due  to
   Lessor with respect to  the Property.  Lessor  shall have the  right,
   but shall be  under no  duty, to solicit  bids, to  inquire into  the
   efforts of  Lessee to  obtain bids  or otherwise  to take  action  in
   connection with any such  sale, other than  as expressly provided  in
   this Section 21.
        
<PAGE>        
   22.                                HOLDING OVER
        
             1   Holding Over.   If Lessee shall  for any reason  remain
   in  possession  of  a  Property  after  the  expiration  or   earlier
   termination of  this  Lease  (unless  the  Property  is  conveyed  to
   Lessee), such possession shall be as  a tenancy at sufferance  during
   which time Lessee shall continue to pay Supplemental Rent that  would
   be payable by Lessee hereunder were the Lease then in full force  and
   effect with respect to such Property and Lessee shall continue to pay
   Basic Rent at  an annual  rate equal  to the  rate payable  hereunder
   immediately  preceding  such   expiration  or  earlier   termination;
   provided, however, that from and after the sixtieth (60th) day Lessee
   shall remain in possession of such Property after such expiration  or
   earlier termination, Lessee shall  pay Basic Rent  at an annual  rate
   equal to one  hundred twenty-five percent  (125%) of  the Basic  Rent
   payable hereunder immediately  preceding such  expiration or  earlier
   termination.  Such Basic Rent shall be payable from time to time upon
   demand by Lessor.  During any period of tenancy at sufferance, Lessee
   shall, subject  to the  second preceding  sentence, be  obligated  to
   perform and observe  all of the  terms, covenants  and conditions  of
   this Lease, but shall have no rights hereunder other than the  right,
   to the extent given by law to tenants at sufferance, to continue  its
   occupancy and use of the Property.  Nothing contained in this Section
   22 shall constitute the consent, express or implied, of Lessor to the
   holding over of Lessee after the expiration or earlier termination of
   this Lease as to any Property  and nothing contained herein shall  be
   read or construed as  preventing Lessor from  maintaining a suit  for
   possession of any Property or  exercising any other remedy  available
   to Lessor at law or in equity.
        
        
   23.                                RISK OF LOSS
        
             1   Risk of Loss.    The risk of loss of or decrease in the
   enjoyment and  beneficial use  of the  Property as  a result  of  the
   damage or  destruction thereof  by  fire, the  elements,  casualties,
   thefts, riots, wars  or otherwise is  assumed by  Lessee, and  Lessor
   shall in no event be answerable or accountable therefor.
        
        
   24.                          SUBLETTING AND ASSIGNMENT
        
             1   Subletting and Assignment.  Lessee may not assign  this
   Lease or any of  its rights or obligations  hereunder in whole or  in
   part.   Lessee  may, without  the  consent of  Lessor,  sublease  the
   Property or a portion  thereof to any Person.   No sublease or  other
   relinquishment of  possession  of  the  Property  shall  in  any  way
   discharge or diminish any of Lessee's obligations to Lessor hereunder
   and Lessee  shall remain  directly and  primarily liable  under  this
   Lease as to  the Property, or  any portion thereof,  so sublet.   Any
   sublease of the Property shall be made subject to and subordinate  to
   this Lease and to the rights of Lessor hereunder, shall expire  prior
   to the expiration  of the Term  and shall expressly  provide for  the
   surrender of the Property after a Lease Event of Default hereunder.
        
             2   Subleases.    Promptly  following  the  execution   and
   delivery of any sublease permitted by  this Section 24, Lessee  shall
   deliver a copy of such executed sublease to Lessor and the Agent.
<PAGE>

   25.                            ESTOPPEL CERTIFICATES
        
             1   Estoppel Certificates.   At any time  and from time  to
   time upon not less  than twenty (20) days'  prior request by  Lessor,
   the Lessee shall  furnish to the  Lessor a certificate  signed by  an
   individual having  the office  of vice  president  or higher  in  the
   Certifying Party  certifying that  this Lease  is in  full force  and
   effect (or that this  Lease is in full  force and effect as  modified
   and setting forth the  modifications); the dates  to which the  Basic
   Rent or Renewal  Rent and Supplemental  Rent have been  paid; to  the
   best knowledge of the signer of such certificate, whether or not  the
   Lessor is in default under any of its obligations hereunder (and,  if
   so, the nature of such alleged default); and such other matters under
   this  Lease  as  the  Lessor  may  reasonably  request.    Any   such
   certificate furnished pursuant to this Section 25 may be relied  upon
   by the Lessor, and any  existing or prospective mortgagee,  purchaser
   or lender, and any accountant or  auditor, of, from or to the  Lessor
   (or any Affiliate thereof).
        
        
   26.                                  NO WAIVER
        
             1   No Waiver.   No failure by Lessor  or Lessee to  insist
   upon the strict  performance of any  term hereof or  to exercise  any
   right, power or remedy upon a default hereunder, and no acceptance of
   full or partial payment  of Rent during the  continuance of any  such
   default, shall constitute a waiver of any such default or of any such
   term.   To the  fullest extent  permitted by  law, no  waiver of  any
   default shall  affect  or alter  this  Lease, and  this  Lease  shall
   continue in full  force and  effect with  respect to  any other  then
   existing or subsequent default.
        
        
   27.                           ACCEPTANCE OF SURRENDER
        
             1   Acceptance of  Surrender.   (a)  As of  the  Expiration
   Date, no  Default shall  have occurred  and be  continuing under  the
   Lease.
        
             (a) Except as otherwise  expressly provided in this  Lease,
   no surrender to Lessor of this Lease or of all or any portion of  the
   Property or  of any  interest therein  shall  be valid  or  effective
   unless agreed to and accepted in writing by Lessor and, prior to  the
   payment or performance of all obligations under the Credit Documents,
   the Agent, and no act by Lessor or the Agent or any representative or
   agent of Lessor or the Agent, other than a written acceptance,  shall
   constitute an acceptance of any such surrender.
        
<PAGE>        
   28.                             NO MERGER OF TITLE
        
             1   No Merger of Title.   There shall be no merger of  this
   Lease or of the leasehold estate created hereby by reason of the fact
   that  the  same  Person  may  acquire,  own  or  hold,  directly   or
   indirectly, in  whole or  in part,  (a) this Lease  or the  leasehold
   estate created hereby or any interest in this Lease or such leasehold
   estate, (b) the fee estate in the  Property, except as may  expressly
   be stated in a written instrument duly executed and delivered by  the
   appropriate Person, or (c) a beneficial interest in Lessor.

   29.                                   NOTICES
        
             1   Notices.     Unless  otherwise  specifically   provided
   herein, all notices,  consents, directions, approvals,  instructions,
   requests and other communications required or permitted by the  terms
   hereof to be given to any Person to be effective shall be in  writing
   (including by Facsimile  transmission) and  shall be  deemed to  have
   been duly given or made (a) when delivered by hand, (b) one  Business
   Day after  delivery to  such  nationally recognized  courier  service
   specifying overnight delivery,  (c) three Business  Days after  being
   deposited in the  mail, certified or  registered, postage prepaid  or
   (d) in the case of Facsimile  notice, when received if received on  a
   Business Day  during regular  business hours,  or  else on  the  next
   Business Day, addressed to such Person as indicated:

             If to Lessee:  Dominick's Finer Foods, Inc.
                       505 Railroad Avenue
                       Northlake, Illinois 60164
                       Attn:Darren Karst,  Executive Vice  President  of
                            Administration and Chief Financial Officer
                       Fax: (708) 409-3979

             with a copy
             to:       Latham & Watkins
                       633 West Fifth Street
                       Suite 4000
                       Los Angeles, California 90071-2007
                       Attn:  David V. Lee, Esq.
                       Fax: (213) 891-8763

             If to Lessor:  The Dominick's Realty Trust 1997
                       c/o Wilmington Trust Company
                       Rodney Square North
                       1100 North Market Street
                       Wilmington, Delaware  19890-0001
                       Attn:  Corporate Trust Administration
                       Fax:   (302) 651-8882

             with a copy
             to the Agent:  The Chase Manhattan Bank
                       One Chase Manhattan Plaza - 8th Floor
                       New York, New York 10081
                       Attn:  Sandra Miklave
                       Fax:  (212) 552-5658

   or such additional parties and/or other address (or facsimile number)
   as such party may hereafter designate.
<PAGE>

   30.                                MISCELLANEOUS
        
             1   Miscellaneous.   Anything contained  in this  Lease  to
   the contrary notwithstanding, all  claims against and liabilities  of
   Lessee  or  Lessor  arising  from  events  commencing  prior  to  the
   expiration or earlier  termination of this  Lease shall survive  such
   expiration or earlier termination.  If any term or provision of  this
   Lease or  any  application  thereof  shall  be  declared  invalid  or
   unenforceable, the remainder of this Lease and any other  application
   of such term  or provision  shall not be  affected thereby.   If  any
   right or option of Lessee provided in this Lease, including any right
   or option  described in  Sections 15,  16, 22  or 21,  would, in  the
   absence of the  limitation imposed by  this sentence,  be invalid  or
   unenforceable as being in violation of the rule against  perpetuities
   or any other rule of law relating to the vesting of an interest in or
   the suspension  of the  power of  alienation of  property, then  such
   right or option  shall be exercisable  only during  the period  which
   shall end twenty-one (21) years after  the date of death of the  last
   survivor of  the descendants  of Franklin  D. Roosevelt,  the  former
   President of the United States,  Henry Ford, the deceased  automobile
   manufacturer, and John  D. Rockefeller, the  deceased founder of  the
   Standard Oil Company, known to be alive on the date of the  execution
   and delivery of this Lease.
        
             2   Amendments and Modifications.   Neither this Lease  nor
   any provision hereof may be amended, waived, discharged or terminated
   except by an instrument in writing signed by Lessor and Lessee.
        
             3   Successors and Assigns.   All the terms and  provisions
   of this Lease shall  inure to the benefit  of the parties hereto  and
   their respective successors and permitted assigns.
        
             4   Headings  and Table  of  Contents.   The  headings  and
   table of contents in this Lease are for convenience of reference only
   and shall not limit or otherwise affect the meaning hereof.
        
             5   Counterparts.    This Lease  may  be  executed  in  any
   number of counterparts, each of which  shall be an original, but  all
   of which shall together constitute one and the same instrument.
        
             6   GOVERNING LAW.  THIS  LEASE HAS BEEN DELIVERED IN,  AND
   SHALL IN ALL  RESPECTS BE GOVERNED  BY, AND  CONSTRUED IN  ACCORDANCE
   WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
   AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT AS TO  MATTERS
   RELATING TO THE  CREATION, PERFECTION  AND ENFORCEMENT  OF LIENS  AND
   SECURITY INTERESTS AND THE EXERCISE OF REMEDIES WITH RESPECT THERETO,
   WHICH SHALL BE  GOVERNED BY, AND  CONSTRUED IN  ACCORDANCE WITH,  THE
   LAWS OF THE STATE IN WHICH THE APPLICABLE PROPERTY IS LOCATED.
<PAGE>        
             7   Limitations on Recourse.  Except as expressly set forth
   in the Operative Agreements, Lessee agrees to look solely to Lessor's
   estate and interest  in the  Property, the  proceeds of sale thereof,
   any insurance proceeds or any other award or any third party proceeds
   received by Lessor in connection with the Property for the collection
   of any judgment requiring the payment of money by Lessor in the event
   of liability  by Lessor, and no  other property  or assets of Lessor,
   the  Trust  Company  member, partner  or other  owner of an interest,
   direct or indirect, in Lessor, or any director, officer, shareholder,
   employee, beneficiary, Affiliate  of any  of the  foregoing shall  be
   subject to levy,  execution or  other enforcement  procedure for  the
   satisfaction of  Lessee's  remedies under  or  with respect  to  this
   Lease, the relationship  of Lessor and  Lessee hereunder or  Lessee's
   use of  the Property  or any  other liability  of Lessor  to  Lessee;
   provided that nothing in this Section shall be construed to impair or
   limit the rights of Lessee against  the Investor under the  Operative
   Agreements.  Nothing in  this Section shall be  interpreted so as  to
   limit the terms of Section 6.1 or 6.2.
        
             8   Memorandum  of  Lease.     This  Lease  shall  not   be
   recorded, but  Lessor  and  Lessee  shall,  upon  the  execution  and
   delivery of each Lease Supplement,  execute and deliver a  memorandum
   of this Lease (a "Memorandum of Lease") substantially in the form  of
   Exhibit B and otherwise in form suitable for recording under the laws
   of the jurisdiction in which the Property covered by such  Memorandum
   of Lease is located, which memorandum  shall be recorded at  Lessee's
   sole cost and expense.
        
             9   Priority.   On  and prior  to  the Maturity  Date,  the
   Mortgage shall be subject and subordinate to this Lease and following
   the Maturity Date, the Mortgage, at  the sole election of the  Agent,
   shall be senior to this Lease without any further act by any Person.
        
             10  Ground Lease.   During the  Term, Lessee shall  observe
   and perform all of the obligations  of Lessor under any Ground  Lease
   (including the payment of all rent and other amounts thereunder) and,
   in  connection  therewith,  shall,   prior  to  the  occurrence   and
   continuation of a Lease Event of Default, have the benefit of all  of
   Lessor's rights as lessee under any Ground Lease.
<PAGE>

             IN WITNESS WHEREOF, the parties have caused this Lease
             Supplement No. __ be duly executed and delivered as of
             the date first above written.

                                 DOMINICK'S FINER FOODS, INC.


                                 By:  
                                      __________________________________
                                      Name:
                                      Title:


                                 THE DOMINICK'S REALTY TRUST 1997


                                 By:  Wilmington Trust  Company, not  in
                                      its individual capacity but solely
                                      as Trustee
                                    

                                 By:  
                                      __________________________________
                                      Name: 
                                      Title:


             Receipt of this original counterpart of the foregoing Lease
   is hereby acknowledged on this ____ day of August, 1997.


                                 THE CHASE MANHATTAN BANK, as the
                                   Agent for the Lenders


                                 By:
                                      __________________________________
                                      Name:
                                      Title: