INDEX TO BUSINESS LEASE

PROPERTY:                           2200 BUILDING

LANDLORD:                           MARION WENTWORTH
                                    2200 N.W. 2nd Avenue
                                    Boca Raton, FL

TENANT:                             CLASSIC RESTAURANTS INTERNATIONAL, INC.
           3833 South Banana River Boulevard, Suite 403
                      Cocoa Beach, FL 32931


         ARTICLE I       -DEFINITION                           2
         ARTICLE II      -EXHIBITS                             3
         ARTICLE III     -PREMISES                             3
         ARTICLE IV      -COMMON AREAS                         4
         ARTICLE V       -IMPROVEMENTS                         4
         ARTICLE VI      -PLANS                                6
         ARTICLE VII     -USE                                  6
         ARTICLE VIII    -TERM                                 7
         ARTICLE IX      -RENTAL COMMENCEMENT DATE             8
         ARTICLE X       -RENTAL                               9
         ARTICLE XI      -SECURITY DEPOSIT                     9
         ARTICLE XII     -ADDITIONAL RENT                      10
         ARTICLE XIII    -SIGNS                                11
         ARTICLE XIV     -REPAIRS AND ALTERATIONS              12
         ARTICLE XV      -LIENS                                13
         ARTICLE XVI     -INDEMNITY AND INSURANCE              14
         ARTICLE XVII    -GENERAL RULES AND REGULATIONS        17
         ARTICLE XVIII   -SUBORDINATION AND ATTORNMENT
                          BY TENANT                            18
         ARTICLE XIX     -RIGHTS OF LANDLORD                   19
         ARTICLE XX      -ASSIGNMENT AND SUBLETTING            20
         ARTICLE XXI     -DAMAGE OR DESTRUCTION                21
         ARTICLE XXII    -CONDEMNATION                         22
         ARTICLE XXIII   -DEFAULT                              24
         ARTICLE XXIV    -NOTICES                              26
         ARTICLE XXV     -MISCELLANEOUS                        26

         EXHIBIT "A"     -RADON                                33
         EXHIBIT "B"     -GUARANTY                             34

         ADDENDUM "A"    -OPTION TO PURCHASE                   35
         ADDENDUM "B"    -OPTION TO RENEW                      36


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                              LEASE

         THIS  INDENTURE  OF LEASE MADE AND ENTERED  INTO AT Palm
Beach,  Florida,  this 7TH day of OCTOBER,  1992,  by and between
MARION  WENTWORTH,  hereinafter  called  "LANDLORD",  and CLASSIC
RESTAURANTS   INTERNATIONAL,   INC.,   a   Florida   corporation,
hereinafter called "TENANT", whose mailing address is: 3833 SOUTH
BANANA RIVER BOULEVARD, SUITE 403, COCOA BEACH, FL 32931.

                       W I T N E S S E T H

         Section 1.1 - DEFINED TERMS

         Wherever used in this Lease,  the following  terms shall
be construed to mean as follows:

         (a)  "PROPERTY"  shall  mean those  buildings,  land and
common  areas  which are owned by the  landlord  and known as the
2200  Property  located  at 2200 N.W.  2nd  Avenue,  Boca  Raton,
Florida, consisting of a two story multi use facility.

         (b) "PREMISES"  shall mean the entire first floor of the
building.

         (c) "COMMON AREAS" shall mean all that vacant, landscape
or improved  area in said  Property  provided for by the Landlord
for the  common  or joint  use and  benefit  of the  tenants  and
occupants of the Property,  their  employees,  agents,  servants,
customers, and other invitees,  including without limitation, the
parking  areas,  driveways,  aisles,  sidewalks,  loading  docks,
passageways, stairs, ramp, and other common service areas subject
to the conditions hereinafter set forth.

         (d)  "LEASE   YEAR"  as  used  herein  shall  mean  each
consecutive  twelve-month  period  beginning  with the 1ST day of
DECEMBER,  1992,  and each  anniversary  date thereof.  The First
Lease Year shall also include any period of time for which Tenant
is obligated to pay rent between the Rental Commencement Date and
the  commencement  date of the Term. Said period of time shall be
known as the "FIRST PARTIAL LEASE YEAR."


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                            ARTICLE II
                             EXHIBITS

         Section 2.1 -     EXHIBITS

         The  following  exhibits are attached  hereto and made a
part of this Lease:

         EXHIBIT "A"                -       RADON GAS
         EXHIBIT "B"                -       GUARANTY

         ADDENDUM "A"               -       OPTION TO PURCHASE
         ADDENDUM "B"               -       OPTION TO RENEW [check mark]

                           ARTICLE III
                             PREMISES

         Section 3.1       -        PREMISES

         In  consideration  of the payment of all Rentals and the
performance  of the  covenants  as  hereinafter  set  forth,  the
Landlord  demises unto Tenant,  and Tenant leases form  Landlord,
subject to all conditions,  easements and encumbrances of record,
for the Term and upon the terms and  conditions set forth in this
Lease, the Premises described as follows:

         (a)      Address 2200 N.W. 2ND AVENUE, BOCA RATON, FLORIDA

         (b) The entire  first floor of the  building  containing
approximately  8,500 square feet plus Patio area of approximately [check mark]
2,000 square feet.

         Section 3.2 - LANDLORD'S RESERVATION

         Landlord  reserves to itself the roof and exterior walls
of the building containing the Premises and of the Premises,  and
reserves the right to place, maintain, repair and replace utility
lines, pipes, ducts,  conduits,  wires and tunneling and the like
in,  over,  under and  through  the  Premises  as are  reasonably
necessary  or advisable  for the  servicing of the Premises or of
other  portions of the Property  development  in locations  which
will not materially interfere with Tenant's use of its Premises.


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<PAGE>



                            ARTICLE IV
                           COMMON AREAS

         Section 4.1 - USE COMMON AREAS

         (a) Landlord grants to Tenant and its agents,  employees
and customers, a non-exclusive licence to use the common areas in
common with other tenants, their agents,  employees and customers
during the Term of this  Lease and any  renewal  period  thereof,
subject to the exclusive  control and  management  thereof at all
times by Landlord  and subject  further to the rights of Landlord
as set forth in Section 4.2 herein.

         (b) No tenant,  organization,  individual,  or any other
entity  shall use the  Common  Areas for any other  purpose  than
herein  designated,  nor shall anyone have the right to authorize
the use of any of the Common Areas except the Landlord herein.

         Section 4.2 - MANAGEMENT AND OPERATION OF COMMON AREAS

         (a) Landlord  will operate and maintain or will cause to
be operated and  maintained,  the Common Areas in a manner deemed
by  Landlord to be  reasonable  and  appropriate  and in the best
interest  of the  Property.  Landlord  will have the right to (1)
establish,  modify and enforce  reasonable  and uniform rules and
regulations  with respect to the Common Areas; (2) to enter into,
modify and terminate easements and other agreements pertaining to
the use and  maintenance  of the parking  areas and other  Common
Areas;  (3) to provide for employee  parking and formulate  rules
and  regulations for the same; (4) to close all or any portion of
said parking areas or other Common Areas to such extent as may in
the opinion of the  Landlord be necessary to prevent a dedication
thereof  or the  accrual  of any  right to any  person  or to the
public thereof;  (5) to close  temporarily any or all portions of
the Common Areas for repair or  refurbishing;  (6) to  discourage
non-customer  parking;  (7) to do such  other acts in and to said
areas  and  improvements  as in the  exercise  of  good  business
management, Landlord shall deem to be advisable.

         (b) All expenses in connection with the said maintenance
and  operation  of the Common  Areas shall be charged to and paid
for by the Landlord.

                            ARTICLE V
                           IMPROVEMENTS

         Section 5.1 - TENANT'S IMPROVEMENT

         (a)      Tenant shall at its own expense:


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                  (i)  Construct  the  remainder of said Premises
and  installations  therein  as shown  in  Tenant's  Plan  and/or
Specifications  as  approved  by  the  Landlord,   or  Landlord's
Architect. Any installation to be made or work to be performed by
the  Tenant on or for the  Premises  shall be first  approved  in
writing  by the  Landlord  prior to  commencement  of any work by
Tenant.

                  (ii) Secure all permits and licenses  necessary
for the construction of any its installations and the prosecution
of  its  work,   and  Tenant  shall  comply  with  all  laws  and
regulations relating to the conduct of said work. However, in the
event  that it is  necessary  for the  Landlord  to  secure  such [check mark]
building or remodeling  permits,  Landlord shall do the same with [marking]
all costs to be borne by Tenant.

                  (iii)  Provide  and pay for all  water,  sewer,
electricity,  heat and other utility used by Tenant or its agents
for construction work on its Premises.

                  (iv) From the  commencement  of construction to
the termination thereof, Tenant shall obtain on behalf of itself,
or  any of  its  contractors  or  subcontractors,  all  necessary
insurance  protection  including,  but not limited to,  Builder's
Risk  Insurance  in an  amount  equal  to the  contract  price of
Tenant's  improvements,  Workmen's  Compensation,  as required by
State statute,  Employers Liability  Insurance,  in the amount of
$100,000.00,  or any other employee benefit insurance required by
State  or  Federal  law.  The  Landlord  shall  be  named a party
beneficiary in any of said policies.

                  (v) All  materials,  equipment  and  appliances
used in  construction  and all trade fixtures  installed shall be
new and first quality items.

         Section 5.2 - TENANT'S TRADE FIXTURES

         All   trade   fixtures,    signs   and   apparatus   (as
distinguished from leasehold  improvements)  owned by tenants and
installed in the Premises shall remain the property of Tenant and
shall be removable at any time,  including upon the expiration of
the term; provided Tenant shall not at such time be in default of
any terms or covenants of this Lease;  and provided  further that
Tenant  shall  repair  any damage to the  Premises  caused by the
removal of said fixtures. If Tenant is in default, Landlord shall
have the  benefit of any  applicable  lien on  Tenant's  property
located in or on the Premises as may be permitted  under the laws
of Florida, and in the event such lien is asserted by Landlord in
any manner or by  operation  of law,  Tenant  shall not remove or
permit  the  removal  of said  property  until  the lien has been
removed and all defaults have been cured.Any of Tenant's property
not removed by Tenant may be


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construed  by Landlord  as  abandoned  by Tenant or Landlord  may
order  Tenant to remove  said  items or have the same  removed at
Tenant's expense.

         Section 5.3 - CONSTRUCTION LIEN

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

                            ARTICLE VI
                       SUBMISSION OF PLANS

         Tenant  shall  prepare,  at its sole  cost and  expense,
complete  plans and  specifications  for all of Tenant's work and
shall  submit  such  Plans  and   Specification  to  Landlord  or
Landlord's  designated   representative  for  approval  prior  to
commencement of any work.

                           ARTICLE VII
                               USE

         Section 7.1 - USE

         Tenant  shall use and  occupy  the  Premises  solely for
restaurant, lounge, supper club, and\or dinner theater.

         Section 7.2 - PROHIBITIONS ON USE

         (a)  Tenant  shall  not  use or  permit  or  suffer  the
Premises,  or any part thereof,  to be used by anyone else or for
any other business or purpose than that specifically  defined and
permitted by this Section.

         (b) Tenant  shall not permit the  Premises to be used in
any way which  will  injure  the  reputation  of, be a  nuisance,
annoyance,  or do damage to, the other tenants of the Property or
the Landlord, including, without limitation, the sale of material
and  merchandise  objectional  to  Landlord  and the use of audio
devices, machinery and equipment creating noise or the committing
of acts which will disturb,  impair or interfere with the use and
enjoyment  of the  other  tenants  of their  respective  Premises
within the Property.



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         (c) Tenant  agrees not to use or allow said  Premises to
be used  for any  auction,  fire,  bankruptcy  or  "going  out of
business" sales therein.

         (d) Tenant  shall not use the  Premises in  violation of
any State law, County or City Ordinances.

         Section 7.3 - HOURS OF OPERATION

         Tenant will operate the business during the normal hours
of Dinner Theater operation in accordance with City,  County, and [check mark]
State laws governing such operation. The business will operate at
least five days each week based on seasonal trends.

         Section 7.4 - MANNER OF OPERATION OF BUSINESS

         (a)  Tenant  agrees  that the  above  business  is to be
conducted in a reputable  manner,  in keeping with good practices
as established in the trade. Tenant shall keep upon said Premises
an adequate  staff of employees and a full and complete  stock of
merchandise  during  business  hours  throughout the Term of this
Lease so as to insure a maximum  volume of  business  in and from
its Premises.

         (b) Tenant agrees to assume full  responsibility  at its
own cost to keep and maintain the Premises neat, clean, in proper
repair and decor, and free from waste and offensive odors, and in
an orderly and sanitary condition,  free of vermin, rodents, bugs
and other  pests.  Tenant shall daily insure that the parking lot
and  common  areas  are free of trash  and\or  debris  CAUSED  BY [check mark]
TENANT'S  CUSTOMERS  at  Tenant's  expense.  If  Tenant  fails to
properly  maintain the parking lot, Landlord shall have the right
to  engage  said  service  as is  reasonably  required  to insure
compliance with the cost to be reimbursed by Tenant as Additional
Rent.

                           ARTICLE VIII
                               TERM

         Section 8.1 - TERM

         The Term of this lease shall be for a period of FIVE (5)
years,  commencing on DECEMBER 1, 1992,  and expiring on NOVEMBER [check mark]
31, 1997.

         Section 8.2 - HOLDING OVER

         If, at the  expiration  of the Term of this Lease or any
renewal thereof,  Tenant continues to occupy the Premises with or
without the  Landlord's  consent,  the  tenancy  under this Lease
shall become month-to-month  terminable by either party on thirty
(30) days written notice.  The Tenant shall be subject to all the
conditions


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of the previous  Lease  excepting the Term thereof,  and shall be
further  subject to any changes which  Landlord has given Tenant,
in writing,  during any thirty (30) day period for the  following
thirty (30) day period.

         Section 8.3 - TERMINATION

         (a) This Lease  shall  terminate  at the end of the Term
without  the  necessity  of any notice  from  either  Landlord or
Tenant to terminate the same,  and Tenant hereby waives notice to
vacate or quit the  Premises  and agrees that  Landlord  shall be
entitled  to the  benefit  of all  provisions  under  this  Lease
respecting  the summary  recovery of  possession  of the Premises
from a tenant  holding  over to the same  extent as if  statutory
notice has been given.

         (b) For the  period  of three  (3)  months  prior to the
Term, Landlord shall have the right to display on the exterior of
the  Premises  the  customary  sign "For  Rent" and  during  such
period,  Landlord may show the Premises and all parts  thereof to
prospective Tenants during normal business hours.
         (c) Tenant  shall  deliver  and  surrender  to  Landlord
possession of the Premises  upon the  expiration of this Lease or
its  termination  in any way, in as good  condition and repair as
the  same  shall be at the  commencement  of said  Lease,  except
ordinary  wear and tear and  casualty  loss  covered by insurance
proceeds.

         (d) The Tenant shall have no right to quit the Premises,
cease to operate its  business,  cancel or  terminate  this Lease
except as said right is expressly granted to the Tenant herein.

         (e) This  Lease  shall  terminate  in the event that the
business  operated  by  Tenant  shall be  closed  for a period of [check mark]
sixteen (16) consecutive days,  whereupon such continuous closing
shall be deemed an abandonment of the Premises.

                            ARTICLE IX
                     RENTAL COMMENCEMENT DATE

         Section 9.1 - COMMENCEMENT DATE

         (a) The date upon which the Tenant shall be obligated to
commence the payment of rent and all additional  charges shall be
known  as  the  "Rental   Commencement  Date"  and  such  "Rental
Commencement Date" shall be November 15, 1992.

         (b) Should Tenant's obligation to pay rent commence on a
day other  than the first day of a  calendar  month,  the  Rental
Commencement  Date for the purpose of this  Section  shall be the
first day of the  calendar  month next  following  and the Tenant
shall  be  liable  for rent and all  other  charges  due for said
previous

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partial  month  on a Per Diem  basis.  Payment  of said  rent and
charges shall be due and payable on the Rental Commencement Date.

                            ARTICLE X
                              RENTAL

         Section 10.1 - FIXED RENT

         (a)  Tenant  hereby  covenants  and agrees to pay to the
Landlord, without deduction or set-off and without demand, at its
office or such other  place as Landlord  may,  from time to time,
designate, as Fixed Rent for the Premises, the sum of $ 84,000.00
per annum,  payable in equal monthly  installments  of $ 7,000.00
(plus 1\24th of the Real Estate  Taxes,  1\2 of the  electricity,
1\2 of  Waste  Disposal,  and 1\2 of  water  as  hereinafter  set
forth).

         (b) A late  charge of ten (10%) of the  payment due will
be payable by Tenant on all payments received later that ten (10)
days after the payment is due.                                    [check mark]

         (c) Should any government  taxing authority acting under
any  present  or future  law,  ordinance,  or  regulation,  levy,
assess,  or impose a tax excise and/or  assessment (other than an
income or franchise  tax) upon the Tenant for rentals  payable by
Tenant  to  Landlord,  either  by way of  substitution  for or in
addition to any existing tax on land and  buildings or otherwise,
Tenant shall be  responsible  for and shall pay such tax,  excise
and/or assessment, or shall reimburse the Landlord for the amount
thereof,  as the case may be. In  addition,  Tenant shall pay any
tax now or  hereafter  levied on said rent such as the  presently
existing sales tax.

         (d)   The   Landlord   by   execution   hereof,   hereby
acknowledges  the  receipt  of the sum of Twenty  Thousand  Three
Hundred Two and 60\100 Dollars ($20,302.60) plus the sum of Seven
Thousand  and  no\100  Dollars  ($7,000.00)  as set forth for the
Security Deposit in Section 11.1 below which represents the first
and last  months'  rents  along  with the rent for the  period of
November 15, 1992 to November 30, 1992  together with one and one
half (1 1\2) months of real estate taxes ($1,752.60).

                            ARTICLE XI
                         SECURITY DEPOSIT

         Section 11.1 - DEPOSIT

         Tenant,  concurrently  with the execution of this Lease,
has deposited with Landlord the sum of $7,000.00 receipt of which
is hereby acknowledged by the Landlord,  as a "Security Deposit".
Said  deposit  shall be held by Landlord  without  liability  for
interest

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as security  for the  faithful  performance  by Tenant of all the
terms of this Lease.

         Section 11.2 - USE AND RETURN OF DEPOSIT

         If any of the  rents  herein  reserved  or any other sum
payable  by Tenant to  Landlord  shall be  overdue  and unpaid or
should  Landlord  make  payment on behalf of the Tenant or Tenant
shall  fail to  perform  any of the  terms  of this  Lease,  then
Landlord  may, at its option and without  prejudice  to any other
remedy which  Landlord may have on account  thereof,  appropriate
and  apply  said  entire  deposit  or so much  thereof  as may be
necessary to compensate Landlord toward the payment of Fixed Rent
or loss or damage sustained by Landlord due to such breach on the
part of Tenant and Tenant  shall  forthwith  upon demand  restore
said security to the original sum deposited. Should Tenant comply
with all of said  terms and  promptly  pay all of the  rentals as
they fall due and all other sums  payable by Tenant to  Landlord,
said  deposit  shall be  returned in full to Tenant at the end of
the Term.

         Section 11-3 - BANKRUPTCY

         In the  event of  Bankruptcy  or  other  debtor-creditor
proceedings  against Tenant such security deposit shall be deemed
to be applied  first to the payment of rent and other charges due
Landlord for all periods prior to filling of such proceedings.

         Section 11.4 - TRANSFER OF DEPOSIT

         Landlord  may  deliver the funds  deposited  hereunto by
Tenant to the purchaser of Landlord's interest in the Premises in
the  event  that such  interest  be sold and  thereupon  shall be
discharged  from  any  further  liability  with  respect  to such
deposit.  This  provision  shall  also  apply  to any  subsequent
transferees.

                           ARTICLE XII
                         ADDITIONAL RENT

         Section 12.1 - STATUS OF CHARGES

         In addition to all rentals  provided  for by this Lease,
the Tenant agrees to pay to Landlord as hereinafter provided, the
additional  charges as described in this Section for the purposes
as  hereinafter  set forth and shall be subject to all provisions
of this Lease and of law as to default in the payment of rent.

         Section 12.2 - UTILITIES AND OTHER OPERATING CHARGES

         (a) Tenant shall pay one half of the electricity, water,
trash removal and one hundred percent (100%) of any additional


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trash pickups on a monthly  basis.  Landlord shall invoice Tenant
for such sums.                                                    [check mark]

         Section 12.3 - DAMAGES

         The Landlord shall not be liable to Tenant in damages or
otherwise  if  any  one or  more  of  said  utility  services  or
obligations  hereunder is  interrupted  or terminated  because of
necessary  repairs,  installations,  construction  and expansion, [check mark]
[notation]5.1 or by reason of governmental  regulation,  statute,
ordinance,  restriction  or  decree,  or any other  cause  beyond
Landlord's   reasonable   control.   No  such   interruption   or
termination  of utility  service shall relieve Tenant from any of
its obligations under this Lease.


         Section 12.4 - REAL ESTATE TAXES

         (a) For each Calendar  Year or part thereof,  during the
Term of this Lease, or any renewal term thereof, Tenant shall pay
to  Landlord  one  half  (1\2)  of  the  real  estate  taxes  and
assessments  levied and assessed for any such  calendar year upon
the, building,  and all other improvements (Real Estate Taxes) of
the Property as previously  defined.  Such payments shall be made
monthly  representing  1\24th of the  existing  Real Estate Taxes
assessed.

         (b)  Within  forty-five  (45) days after the end of each
Calendar  Year,  the Landlord shall furnish Tenant with a written
statement  of the actual  amount of said Real Estate Taxes and of
Tenant's  proportionate  share thereof for the preceding Calendar
Year. Landlord shall, upon request of Tenant, furnish to Tenant a
copy of the Real  Estate Tax bill upon which  such  statement  is
based.  Within  fifteen (15) days after receipt of said statement
by  the  Tenant,  the  Tenant  shall  pay  to  the  Landlord  any
deficiency due the Landlord.

                           ARTICLE XIII
                              SIGNS

         Section 13.1 - TENANT'S OBLIGATIONS

         Tenant  shall  only  erect  such  signs  that  have been
reasonably  approved  by  the  Landlord  and  shall  satisfy  the
requirements of all governmental authorities. Said signs shall be
maintained in good  condition by the Tenant.  Tenant shall obtain
all permits and licenses  for its sign.  Tenant shall not exhibit
or affix any other type of sign,  decal,  advertisement,  notice,
other writing,  awning,  antenna or other projection to or on the
roof or the  outside  walls or  windows  of the  Premises  or the
building of which the  Premises  are a part,  without  Landlord's
written approval.


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                           ARTICLE XIV
                     REPAIRS AND ALTERATIONS

         Section 14.1 - REPAIRS BY LANDLORD

         (a) Landlord shall keep the roof,  structural  portions,
the exterior of the Premises, parking lot and other Common Areas,
in good and tenable  condition and repair during the Term of this
Lease.  However,  if the need  for such  repair  is  directly  or
indirectly  attributable  to or  results  from the  Tenant or its
agents operation or acts, or is Tenant's responsibility, then, in
such  case,  Tenant  does  hereby  agree to and  shall  reimburse
Landlord  for all costs and  expenses  incurred  by  Landlord  in
respect to such repairs.

         (b) As used in this Section, the expression  "structural
portion and  exteriors  of the  Premises"  shall not be deemed to
include store front or store fronts, plate glass, window cases or
window frames,  doors or door frames. It is understood and agreed
that  Landlord  shall be under no obligation to make any repairs,
alterations,  renewals,  replacements or improvements to and upon
the Premises or the mechanical equipment  exclusively serving the
Premises at any time except as this Lease expressly provides.

         (c)  Landlord  shall  not in any way be liable to Tenant
for failure to make  repairs as herein  specifically  required of
Landlord  unless  Tenant  has  previously  notified  Landlord  in
writing of the need for such  repairs and  Landlord has failed to
commence  said  repairs  within  a  reasonable  period  of  time,
following receipt of the Tenant's written  notification,  and has
not diligently pursued said repairs to completion.

         (d) The costs of  maintaining  the HVAC  system  for the
Premises shall be borne equally by the Landlord and the Tenant.

         Section 14.2 - REPAIRS BY TENANT

         (a) It shall be Tenant's sole responsibility, at its own
expense,  to keep and  maintain  the  interior of its Premises in
good  condition  and repair.  All repairs to the  Premises or any
installation,  equipment  or  facilities  therein or  thereabout,
other than those repairs required to be made by Landlord pursuant
to Section  15.1,  shall be made by Tenant.  Said  repairs  shall
include,  but not be  limited  to,  all  necessary  painting  and
decorating,  the  maintenance,  repair  and  replacement  of  the
heating,  electrical and air conditioning  systems,  plumbing and
sewer  systems,  under the slab and elsewhere  which  exclusively
serves  the  subject  Premises,  store  fronts,  window and other
glass,  entrance  and service  doors and window  frames,  and any
other  mechanical  or  operational   installations,   exclusively
serving the Premises.



                                12

<PAGE>




         (b) All repairs and replacements required as a result of
damage caused by fire and other casualty covered by the insurance
of the parties  hereto shall be made by the  respective  parties.
All such repairs and  replacements  shall be in quality and class
equal to the original work or item.

         (c)  Notwithstanding   anything  contained  herein,  the
Tenant shall, at Tenant's sole cost,  repair or replace all glass
contained  in Tenant's  Premises,  including  but not limited to,
glass in doors, storefronts and windows.

         Section 14.3 - ALTERATIONS AND REMODELING

         (a) The Tenant, at its own expense, shall have the right
during the Term of this Lease,  or any renewal  thereof,  to make
such  interior  alterations,  changes  and  improvements  to  the
Premises  as the  Tenant  may  deem  necessary  for  its  use and
business,  provided,  however, that any major building or changes
in the heating,  ventilating and air  conditioning  systems shall
not be made without Landlord's consent and such consent shall not
be  unreasonably  delayed  or  withheld.  All  such  alterations,
changes and improvements, except trade fixtures, shall become the
property of the Landlord upon  installation and shall remain upon
and be  surrendered  with the Premises upon  termination  of this
Lease.

         (b) Tenant further  agrees not to make any  alterations,
additions  or changes to any  storefront  or sign,  the  exterior
walls  or  roof of the  Premises,  nor  shall  Tenant  erect  any
mezzanine  or increase  the size of the same if one is  initially
constructed or increase the size of the Premises unless and until
the written  consent of Landlord  shall first have been obtained,
said  consent  shall not be  unreasonably  delayed  or  withheld.
Tenant  shall be  directly  responsible  for any and all  damages
resulting from any violation of the provisions of this Section.

                            ARTICLE XV
                              LIENS

         Section 15.1 - INDEMNIFICATION BY TENANT

         Tenant shall  indemnify  and save  harmless the Landlord
against all loss, liability,  costs,  attorney's fees, damages or
interest  charges as a result of any Mechanic's Lien or any other
lien caused to be filed  against the  Property,  the  Premises or
Tenant's Leasehold estate herein as a result of acts or omissions [check mark]
of the Tenant or its agents,  contractors and employees,  and the
Tenant  shall,  within thirty (30) days of the filing of any such
Lien and written  notice given to Tenant,  remove,  pay or cancel
said Lien or secure the payment of any such Lien or Liens by bond
or other acceptable security.



                                13

<PAGE>



         Section 15.2 - TENANT'S RIGHT OF CONTEST

         Tenant  shall have the right at all times and at its own
expense to contest and defend on behalf of the Tenant or Landlord
any action involving the collection,  validity or removal of such
Lien or Liens,  upon giving adequate security to the Landlord for
payment of such Lien.

                           ARTICLE XVI
                     INDEMNITY AND INSURANCE

         Section 16.1 - MUTUAL INDEMNIFICATION

         Landlord and Tenant shall  indemnify and save each other
harmless  from legal  action,  damages,  loss,  liability and any
other expense in connection with loss of life, bodily or personal
injury  or  property  damage  arising  from  or out of the use or
occupancy of their respective Premises or the Property occasioned
wholly  or in  part  by any  contractors,  employees  or  persons
claiming through them.

         Section 16.2 - TENANT'S INSURANCE

         Tenant covenants and agrees that from and after the date
of delivery of the Premises from  Landlord to Tenant,  and during
the term of this Lease or any renewal thereof,  Tenant will carry
and maintain,  at its sole cost and expense,  the following types
of  insurance,   in  the  amounts   specified  and  in  the  form
hereinafter provided for:

         (a) PUBLIC  LIABILITY  INSURANCE - Tenant  shall keep in
full force and effect  Public  Liability  Insurance  and Products
Liability  Insurance in respect to the use and  occupation of its
Premises,  naming  both  Landlord  and  Tenant as  insured in the
amount of $500,000.00 per person and $1,000,000.00 per occurrence
on account of personal  injury to or death of one or more persons
and  $100,000.00  on  account  of damage to  property,  and shall
deposit a copy of the policy or policies of such insurance,  or a
certificate or certificates thereof, with Landlord.               [check mark]

         (b) TENANT'S IMPROVEMENTS AND BETTERMENTS - Tenant shall
at all times  during the Term  hereof  maintain in full force and
effect,  All Risk Coverage policy or policies of insurance naming
both  Landlord and Tenant as insured  parties as their  interests
shall  appear,   covering  all  of  Tenant's   improvements   and
betterments in Tenant's  Premises now existing or to be added, to
the  extent of ninety  percent  (90%) of their  full  replacement
costs as updated from time to time during the Term of this Lease.
In the event that  Landlord has made a  contribution  to Tenant's
improvements  and betterments,  then Landlord's  insured interest
shall not be less than the amount of said contribution.



                                14

<PAGE>



         Said policy or policies shall provide protection against
any peril included within the classification "All Risk Coverage",
together with insurance coverage against sprinkler damage (if the
Premises are sprinklered), vandalism and malicious mischief.

         The  proceeds  of  Tenant's  policy to the extent of the
cost of any damage or loss to the Premises  shall be used for the
repair and  replacement  of the  property  damaged or  destroyed.
Landlord   shall  have  the  right  to  approve   the  plans  and
specifications. In the event Tenant's failure to commence, within
fourteen  (14) days after  Landlord's  approval  of the plans for
repair,  and to diligently  proceed to  reconstruct or repair its
portion  of the  damaged  or  destroyed  Premises  to its  former
condition  prior to said  casualty,  then Landlord shall have the
full  control of the  insurance  proceeds and has a right to make
all necessary  repairs and if the proceeds are not  sufficient to
cover the repairs,  the Tenant shall be liable for all additional
costs.

         (c) TENANT  ALTERATIONS - In the event that Tenant shall
make  alterations,  additions or  improvements  to the  Premises,
Tenant  agrees  to keep and  maintain  such  All  Risk  Insurance
necessary to cover any such alteration,  addition or improvement.
It  is  expressly   understood  and  agreed  that  none  of  such
alterations,  additions  or  improvements  shall  be  insured  by
Landlord  under  Landlord's   insurance  nor  shall  Landlord  be
required under any provisions for  reconstruction of the Premises
to either  reinstall,  repair or  replace  any such  alterations,
improvements or additions.

         (d) ADDITIONAL HAZARDS - Tenant agrees it will not keep,
use,  sell or offer for sale in or upon the  Premises any article
which  may  be  prohibited  by the  Standard  Form  of  All  Risk
Insurance  Policy.  IF TENANT'S  BUSINESS IS RESPONSIBLE  FOR ANY [check mark]
INCREASE  in premiums  for All Risk  Coverage  Insurance,  Tenant
agrees to pay any increase that may be charged during the Term of
this  Lease  or  renewal  period  thereof  on the  amount  of any
Insurance  which may be carried by the Landlord on said Premises.
Said  additional  premiums shall be payable by Tenant to Landlord
upon ten (10) days written notice to Tenant.

         (e) Tenant may maintain  any of its  required  Insurance
under  Blanket  Policies of Insurance  covering said Premises and
any other  Premises  of  Tenant,  or  companies  affiliated  with
Tenant.

         (f) The above mentioned Insurance  Certifications are to
be  provided  by  Tenant,  for a period  of not less than one (1)
year,  and that thirty (30) days prior to the  expiration  of any
said policy of Insurance, the Tenant will deliver to the Landlord
notice of any change or  cancellation or renewal or new policy to
take  the  place  of  the  policy  expiring,   with  the  further
understanding  that should the Tenant fail to furnish said notice
or policies as is provided in this Lease, and at the times herein
provided, the Landlord may



                                15

<PAGE>



obtain such insurance and the premiums on such insurance shall be
paid by the Tenant to the  Landlord  upon  demand.  Tenant  shall
notify  Landlord  forthwith in the event of any damage to persons
or property occurring on the Premises from fire, accident, or any
other  casualty.  The deductible  portions of Insurance  shall be
first  approved  by  Landlord  as to the  "amount of  deductible"
insurance carried by the Tenant.

         Section 16.3 - LANDLORD'S INSURANCE

         Landlord  covenants  and agrees  that from and after the
date of delivery of the Premises,  from  Landlord to Tenant,  and
during the term of this Lease or any  renewal  thereof,  Landlord
will carry and maintain,  subject to Section 16.3 (c) hereof, the
following types of insurance, in the amounts specified and in the
form hereinafter provided for.

         (a) PUBLIC LIABILITY INSURANCE - Landlord shall keep and
maintain in full force and effect Public Liability Insurance with
minimum limits of $500,000.00  per person and  $1,000,000.00  per
occurrence on account of bodily injury to or death of one or more
persons and $100,000.00 on account of damage to property.

         (b) ALL RISK  COVERAGE - Landlord  shall,  at all times,
keep and  maintain  in full force and  effect  All Risk  Coverage
policy or policies of  insurance  covering  the roof,  structural
portions and perimeter walls of the Premises  (excluding Tenant's
fixtures,  merchandise,  personal  property,  wall  coverings and
betterments and any other item included in Tenant's insurance) in
an amount not less than ninety percent (90%) of full  replacement
cost  (exclusive  of the  cost of  excavations,  foundations  and
footings) updated from time to time during the term of this Lease
or the amount of such insurance which Landlord's  mortgage lender
may  require  Landlord to  maintain,  whichever  is the  greater,
providing  protection against any peril generally included within
the classification  "All Risk Coverage",  together with insurance
against   sprinkler   damage,   (if  Premises  are  sprinklered),
vandalism and malicious mischief.

         (c)   Landlord's   obligation  to  carry  the  insurance
provided  for  herein  may be  brought  with  the  coverage  of a
so-called  blanket  policy or policies of  insurance  carried and
maintained by Landlord,  provided that the coverage afforded will
not be reduced or diminished by reason of the use of such blanket
policy  of  insurance.  In the event the  insurance  rates  shall
increases during the term hereof,  Tenant shall pay fifty percent
(50%) of any such  increase.  exception:  IF  INCREASE  CAUSED By
UPSTAIRS TENANTS, LESSEE SHALL NOT BE LIABLE.



                                16

<PAGE>



         Section 16.4 - WAIVER OF SUBROGATION

         (a) Neither  party shall be liable to the other party or
to any  insurance  company (by way of  subrogation  or otherwise)
insuring the other party for any loss or damage to any  building,
structure,  or other tangible  property even though such loss and
damage may have been  occasioned by the negligence of such party,
its agents or employees, except to the extent of the lower of any
deductible  amount,  if any, of the All Risk  Casualty  Insurance
policy required of either of the parties herein.

         (b) If, by reason of the  foregoing,  either party shall
be unable to obtain  any such  insurance,  such  waiver  shall be
deemed not to have been made by such party and, provided further,
that if either  party  shall be unable to obtain  such  insurance
without the payment of any additional  premium  therefore,  then,
unless the party  claiming the benefit of such waiver shall agree
to pay such party for the cost of such additional  premium within
thirty (30) days after notice setting forth such  requirement and
the amount of the additional premium,  such waiver shall be of no
force and effect between such parties.

         (c) This  waiver  shall be in full force and effect only
with  respect to loss or damage  occurring  during  such times as
each party's respective  policies and the right to remain insured
shall not be invalidated by this waiver.

         Section 16.5 - LANDLORD NOT RESPONSIBLE FOR ACTS OF OTHERS

         Landlord  shall not be  responsible or liable to Tenant,
or those  claiming by,  through or under Tenant,  for any loss or
damage to their  person or  property  resulting  from the acts or
omissions of persons occupying space adjoining or adjacent to the
Premises or  connected  to the  Premises or any other part of the
Property caused by the following acts, which include, but are not
limited to, breaking, bursting, stoppage or leaking of electrical
cables and wires, water, gas, sewer or steam pipes.

                           ARTICLE XVII
                  GENERAL RULES AND REGULATIONS

         Section 17.1 - UNIFORMITY

         Tenant, as a covenant and condition of this Lease agrees
to comply  with and  perform  the rules  and  regulations  of the
Landlord.  Furthermore, Tenant agrees that Landlord has the right
at  any  time  to  change  and/or  impose  reasonable  rules  and
regulations  governing  the  conduct  desirable  to  protect  the
general welfare and safety of the people,  property, and business
within the  Property.  In addition,  the Tenant  agrees to comply
with the rules and regulations set forth herein.



                                17

<PAGE>



         Section 17.2 - EXTRA HAZARDOUS CONDITIONS

         Tenant  agrees not to use the Premises in a manner which
will create extra  hazardous  conditions nor use said Premises in
violation of any law, ordinance or regulation.

         Section 17.3 - OBSTRUCTION OF PASSAGEWAYS

         Tenant   agrees  not  to   obstruct   the   passageways,
driveways,  approachways,  walks, roadways, exits and entries in,
to, from and through the Common  Areas and all other parts of the
Property used in common with other tenants.

                          ARTICLE XVIII
              SUBORDINATION AND ATTORNMENT BY TENANT

         Section 18.1 - SUBORDINATION BY TENANT TO THIRD PARTIES

         Tenant  agrees  that upon the  request of  Landlord,  in
writing,  it will  subordinate  this Lease and the lien hereof to
any  present  or  future  ground  lease  or  mortgage  to a bank,
insurance company, similar financial institution or other entity,
public or private,  that may become  necessary or desirable  from
time to time  irrespective of the time of execution of said Lease
or the time of  recording  of any  such  mortgage  or  mortgages.
Tenant shall subordinate this Lease,  provided that the holder of
any such mortgage or ground lease,  shall enter into an agreement
with Tenant in recordable  form, that in the event of foreclosure
or other right asserted under the mortgage or ground lease by the
holder  or any  assignee  thereof,  this  Lease  and the right of
Tenant  hereunder  shall  continue  in full  force and effect and
shall not be  terminated  or  disturbed  unless  the Tenant is in
default under this Lease.

         Section 18.2 - ATTORNMENT TO TENANT

         (a) Tenant agrees that if the mortgagee or the holder of
any ground lease or any person  claiming  under said  Mortgage or
ground  lease,  shall succeed to the interest of Landlord in this
Lease,  the Tenant shall recognize and attorn to said mortgage or
person as Landlord under the terms of this Lease.

         (b)  Tenant  agrees  that it will,  upon the  request of
Landlord,   execute,   acknowledge   and   deliver  any  and  all
instruments  necessary  or  desirable to give effect or notice of
such  subordination and failure of the Tenant to execute any such
document or  instrument  on demand shall  constitute a default by
Tenant under the terms of this Lease. The word "mortgage" as used
herein  includes  mortgages,  deeds of  trust  or  other  similar
instruments and modifications,



                                18

<PAGE>



consolidations,    extensions,    renewals,    replacements   and
substitutes thereof.

         Section 18.3 - LANDLORD AS ATTORNEY-IN-FACT FOR TENANT

         If Tenant within ten (10) days after  submission of such
instrument  fails  to  execute  the  same,   Landlord  is  hereby
authorized to execute the same as attorney-in-fact for Tenant.

                           ARTICLE XIX
                        RIGHTS OF LANDLORD

         Section 19.1 - LANDLORD'S RIGHT TO REPAIR

         Landlord,  or its authorized  agents,  after  reasonable
written notice to Tenant, may go upon and inspect the Premises or
any portion of the Property,  and, if necessary shall,  after ten
(10) days written  notice to Tenant,  make those  needed  repairs
which are the Tenant's obligation to perform and which Tenant has
failed to do.  Said work  performed  shall be  chargeable  to the
Tenant and shall be due and payable forthwith upon notice of said
costs.

         Section 19.2 - LANDLORD'S RIGHT TO AFFIX SIGN

         Landlord has a right to install or place upon,  or affix
to the  roof  and  exterior  walls  of the  Premises,  equipment,
non-competitive  signs,  displays,  antennas  and other object or
structure  of any kind,  provided  the same shall not  materially
impair the structural integrity of the building or interfere with
Tenant's occupancy.

         Section  19.3 -  LANDLORD'S  RIGHT  TO MAKE  PAYMENT  ON
BEHALF OF TENANT

         Landlord  has a right to make  payments on behalf of the
Tenant where Tenant defaults in its payments or obligations under
the terms of this Lease.  Said payments by the Landlord  shall be
considered as an "Additional Charge" and be payable on demand.

                            ARTICLE XX
                    ASSIGNMENT AND SUBLETTING

         Section 20.1 - LANDLORD'S CONSENT REQUIRED

         (a)  The  Tenant,   Tenant's  legal  representatives  or
successors  in interest to any part or the whole of the Premises,
shall not mortgage, pledge, encumber, franchise, assign or in any
manner  transfer this Lease,  voluntarily  or  involuntarily,  by
operation of law or  otherwise.,  nor shall the Tenant permit the
Premises or any part  thereof to be sublet,  used or occupied for
the  conduct  of any  business  by any third  person or  business
entity, or for any purpose



                                19

<PAGE>



other  than is  herein  authorized,  without  the  prior  written
consent of the Landlord.

         (b) It is expressly  agreed  between the parties  hereto
that as a condition to granting any such consent, if such consent
is given,  the assignee or subtenant  shall agree to pay as Fixed
Rent for the  Premises,  any  increase in the  prevailing  market
rental  per  square  foot  for  similar  Premises  in  commercial
shopping centers over the Fixed Rent set forth in this Lease.

         (c)  Any  consent  by  Landlord  to  any  assignment  or
subletting, or other operation by a concessionaire,  or licensee,
shall not  constitute a waiver of the  necessity for such consent
under any  subsequent  assignment of subletting or operation by a
concessionaire or licensee.

         (d) Reference anywhere else in this Lease to an assignee
or subtenant shall not be considered as a consent by the Landlord
to such assignment or subletting nor as a waiver against the same
except as specifically permitted in this Section.

         Section 20.2 - INSOLVENCY PROCEEDINGS

         In the event an  assignment  of the  Premises  is caused
through  the  operation  of law  due  to  Tenant's  voluntary  or
involuntary  entering  into  any type of  insolvency  proceedings
under the U.S.  Bankruptcy Code, said assignment shall be subject
to any and all  conditions  contained in Section 365 of said Code
or any other section  pertaining to the termination,  assumption,
assignment and rejection of executory contracts for leases.


         Section 20.3 - TRANSFER OF CORPORATE SHARES

         A  change  in the  control  of a  Tenant,  other  than a
corporation  which is listed on a national  security  exchange as
defined in the  Securities  Exchange  Act of 1934 and as amended,
whether said change of control  shall  consist of the transfer of
stocks,  the sale of assets or any agreement  creating a right in
anyone other than the  original  shareholders  of said  corporate
Tenant,  excepting  to  members of the  immediate  family of said
original shareholders,  to conduct the Tenant's business, without
the prior  consent,  in  writing,  of  Landlord to said change in
control or operation, shall constitute an attempted assignment or
subletting  in  violation  of this  Section and shall be null and
void and of no effect.  Such  consent  shall not be  unreasonably
withheld and no changes  shall be made in the Lease until the end
of Term.



                                20

<PAGE>



         Section 20.4 - TRANSFER OF OTHER BUSINESS INTERESTS

         If Tenant is a partnership,  general or limited,  or any
other type of business entity other than a corporation, and if at
any time  during  the term  hereof of any  extension  or  renewal [check mark]
thereof,  the person or persons who at the time of the  execution [markings]
of this Lease owns or own the general  partners'  interest,  such
cessation of ownership  shall  constitute  an  assignment of this
Lease for all  purposes  of this  Section  (except as a result of
transfers by bequests or inheritance).

         Section 20.5 - ACCEPTANCE OF RENT BY LANDLORD

         If this Lease be assigned,  or if the  Premises,  or any
part  thereof,  be  subleased  or occupied by anybody  other than
Tenant  with or without  the  Landlord's  consent,  Landlord  may
collect from assignee,  subtenant or occupant,  any rent or other
charges  payable by Tenant  under this Lease and apply the amount
collected to the rent and other charges herein reserved, but such
collection  by  Landlord  shall  not be  deemed a  waiver  of the
provisions of this Lease,  nor an  acceptance  of this  assignee,
subtenant or occupant, as a Tenant of the Premises.

         Section 20.6 - NO RELEASE OF TENANT'S LIABILITY

         No assignment  or  subletting  or any other  transfer by
Tenant,  either with or without Landlord's  consent,  required or
otherwise,  during the term of this Lease or any  renewal  period
thereafter  shall release the Tenant from any liability under the
terms of this  Lease  nor shall the  Tenant  be  relieved  of the
obligation  of  performing  any  of  the  terms,   covenants  and
conditions of this Lease.

                           ARTICLE XXI
                      DAMAGE OR DESTRUCTION

         Section  21.1 -  LANDLORD'S  OBLIGATION  TO  REPAIR  AND
RECONSTRUCT

         (a) If the  Premises  shall be  damaged by fire or other
casualty insurable under standard extended coverage insurance but
are  thereby  rendered  untenable  in whole or in part,  Landlord
shall  cause the  Premises  to be  repaired  in  accordance  with
Section  (d)  herein  and the rent  shall not be  abated.  If, by
reason  of  such  occurrence,  the  Premises  shall  be  rendered
untenable  only in part,  Landlord shall cause the Premises to be
repaired in  accordance  with  Section  (d) herein,  and only the
Fixed Rent shall be abated  proportionately  as to the portion of
the Premises rendered untenable until the Premises so repaired is
reopened for business.

         (b) If the Premises shall be rendered  wholly  untenable
by reason of such occurrence and the remainder of the term of the



                                21

<PAGE>



Lease  (hereinafter  called the "residual term") is two (2) years
or more,  Landlord  shall  cause the  Premises  to be repaired in
accordance with Section (c) herein (subject to reasonable  delays
occasioned by adjustment of losses with insurance carriers or for
any cause beyond Landlord's control), and the Fixed Rent shall be
abated,  and upon delivery of possession of the restored Premises
to Tenant,  this Lease shall thereupon continued for the residual
term and any renewal or extension thereof.

         (c) If  Landlord  is  required  or  elects  to repair or
reconstruct the Premises under the provisions of this Article 22,
its obligations shall be limited to those repairs to the Premises
which were  Landlord's  obligation  to perform  for Tenant at the
commencement  date of this Lease.  Tenant,  at Tenant's  expense,
shall promptly  perform all repairs and  restoration not required
to  be  done  by  Landlord  and  shall  promptly   refixture  and
reconstruct  the  Premises and  recommence  business in all parts
thereof.

         (d) Tenant shall not be entitled to any  compensation or
damages,  other than stated herein, from Landlord for the loss of
the use of the  whole or any part of the  Premises  or  damage to
Tenant's  personal  property or any  inconvenience  or  annoyance
occasioned by such damage, repair, reconstruction or restoration.

         Section 21.2 - LANDLORD'S OPTION TO TERMINATE

         If the Premises are (1) rendered  wholly  untenable,  or
(2)  damaged  as a result of any cause  which is not  covered  by
Landlord's  insurance  or (3) damaged or destroyed in whole or in
part during the last two years of the Term, or if the Property is
damaged to the extent of fifty percent (50%) or more of the Gross
Leasable Area thereof,  therein any of such events,  Landlord may
elect to terminate  this Lease by giving to Tenant notice of such
election  within  ninety (90) days after the  occurrence  of such
event. If such notice is given, the rights and obligations of the
parties  shall  cease as of the date of such  notice,  and Rental
(other than Rent due  Landlord  by reason of Tenant's  failure to
perform any of its obligations hereunder) shall be adjusted as of
the date of such termination.

         Section 21.3 - DEMOLITION OF LANDLORD'S PROPERTY

         If the Property is so  substantially  damaged that it is
reasonably  necessary,  in  Landlord's  judgment,  to  demolish a
portion of the said  Property,  including  the  Premises  for the
purpose of reconstruction, Landlord may demolish the Premises, in
which event Tenant's rent and other charges shall be abated until
Tenant's Premises are restored.



                                22

<PAGE>



                           ARTICLE XXII
                           CONDEMNATION

         Section 22.1 - EFFECT OF TAKING

         (a) In the event the whole or any part of the  Premises,
Property   or  Common   Areas   shall  be  taken  for  public  or
quasi-public use or condemnation under eminent domain, this Lease
shall terminate as to the part so taken on the date possession is
yielded to the condemning authority.

         (b) In the event the  portion of the  Premises  so taken
substantially  impairs the  usefulness  of the  Premises  for the
purposes  hereinbefore  granted to the Tenant,  either  party may
terminate  the Lease by written  notice  within  thirty (30) days
prior to the actual physical taking.

         (c) For the purpose of this Article, a voluntary sale or
conveyance  in  lieu  of   condemnation,   but  under  threat  of
condemnation,  shall be deemed an  appropriation  or taking under
the power of eminent domain.

         (d) If this Lease is not  terminated  as above  provided
following any of such actual takings, then the Landlord shall, at
its expense  make all  necessary  repairs or  alterations  to the
basic  building  and  exterior  work  so  as  to  constitute  the
remaining   Premises   as   complete   architectural   units  and
proportionate  allowance  shall be made in the fixed  rental  and
additional  changes based on proportion of the Premises remaining
as compared to the original Premises.

         Section 22.2 - COMPENSATION AND AWARDS

         All  compensation  awarded for any taking of the fee and
the  leasehold,  or any part thereof,  shall belong to and be the
property of the Landlord.  Tenant hereby  assigns to the Landlord
all right,  title and interest of Tenant in and to any award made
for leasehold  damages and/or diminution in the value of Tenant's
leasehold  estate.  Tenant  shall  have the  right to claim  such
compensation as may be separately  awarded or allocated by reason
of the cost or loss to  which  Tenant  might  be put in  removing
Tenant's  merchandise,   fixtures,   leasehold  improvements  and
equipment.  Compensation  as used in this Section  shall mean any
award  given to the  Landlord  for such  taking in excess of, and
free and  clear  of,  all  prior  claims  of the  holders  of any
mortgages or other security interests.

         Section 22.3 - CONDEMNATION OR BREACH OF LEASE

         Any such appropriation or condemnation proceedings shall
not  operate as or be deemed an eviction of Tenant or a breach of
Landlord's covenant for quiet enjoyment.



                                23

<PAGE>



                          ARTICLE XXIII
                             DEFAULT

         Section 23.1 - ACTS OF DEFAULT

         Landlord,  in  addition to all other  remedies  given to
Landlord in law or in equity  may,  be written  notice to Tenant,
terminate this Lease, or without terminating this Lease, re-enter
the  Premises  by  summary  proceedings  or  otherwise,  and  may
dispossess the Tenant in any of the following circumstances:

         (a) In the  event  Tenant  shall  be in  default  in the
payment of Fixed Rent, or any Additional Charge or Charges, or in
the  payment  of any other sums of money  required  to be paid by
Tenant to  Landlord  under this  Lease,  or as  reimbursement  to
Landlord  for sums  paid by  Landlord  on behalf of Tenant in the
performance  of the  covenants  of this  Lease,  and  said  acts,
default or omissions are not cured within  fifteen (15) days from [check mark]
due date.                                          ----

         (b) In the  event  Tenant  shall  be in  default  in the
performance   of  any   other   covenants,   terms,   conditions,
provisions,  rules and  regulations of this Lease excepting those
items listed in the above  section (a) and if such default is not
cured within  thirty (30) days after  written  notice  thereof is
given by the  Landlord,  excepting  such  defaults that cannot be
cured  completely  within such thirty (30) day period and Tenant,
within said thirty (30) day period, promptly commences to proceed
with diligence and in good faith to remedy such default.

         (c) Subject to Section 365 of the U.S.  Bankruptcy Code,
the filing of a petition  proposing the adjudication of Tenant or
Guarantor  of  Tenant's  obligation  hereunder  as a bankrupt  or
insolvent or the  reorganization  of Tenant or any such Guarantor
or an  arrangement  by  Tenant  or any  such  Guarantor  with its
creditors, whether pursuant to the Federal Bankruptcy Code or any
similar federal or state  proceeding and such action is dismissed
with thirty (30) days after the date of its filing.

         (d) The sale of Tenant's  interest in the Premises under
attachment, execution or similar legal process.

         (e) The  making by Tenant  or any such  Guarantor  of an
assignment for the benefit of creditors.

         (f) If the Tenant  shall  vacate the  Premises  or shall
fail to operate its business on the days and hours  required,  or
fails to continuously occupy and conduct Tenant's business in the
Premises.



                                24

<PAGE>



         Section 23.2 - ABANDONMENT

         Other  than for the period  that  business  shall  close
annually for two weeks,  in the event that the premises shall not
be occupied for fifteen (15) consecutive days, then such shall be
deemed an abandonment  of the premises  without any notice as may
be required under this section.

         Section 23.3 - REMEDIES

         Landlord,  in  addition to all other  remedies  given to
Landlord in law or in equity  may,  by written  notice to Tenant,
terminate this Lease, or without  terminating this Lease re-enter
the  Premises  by  summary  proceedings  or  otherwise,  and  may
dispossess the Tenant in any of the following circumstances.

         (a) In the event of such  re-entry,  Landlord shall have
the  right to  remove  all  persons  therefrom,  to  recover  the
possession thereof by legal proceedings or otherwise,  and to use
such force to enter and  regain  possession  thereof as  Landlord
shall deem proper  without  being  liable to any civil  action or
criminal  prosecution  therefore.  No such  re-entry  by Landlord
shall be deemed a termination of this Lease or an acceptance of a
surrender of this Lease.  In event of such  re-entry the Landlord
shall have the right to relet or  subdivide  the Premises for any
period  equal to or  greater  or less than the  remainder  of the
original  Term of this  Lease,  for any rental  which it may deem
reasonable, to any other Tenant which Landlord may select and for
any use and purpose which Landlord may designate.

         (b) In the event of a default by  Tenant,  of any of the
terms, provisions,  covenants,  conditions, rules and regulations
of this Lease, Landlord shall have the right to an injunction and
the right to invoke any remedies  available  to  Landlord,  which
rights  are  declared  to  be  cumulative  and   concurrent.   No
termination  of this  Lease,  nor any  taking  or  recovering  of
possession of the Premises  shall deprive  Landlord of any of its
remedies or actions  against  Tenant for past or future rent, nor
shall the  bringing  of any action  for rent or other  default be
construed  as a waiver of the right to obtain  possession  of the
Premises.

         Section 23.4 - DAMAGES

         (a) If this Lease is terminated by Landlord  pursuant to
this Article XXIV, Tenant  nevertheless,  shall remain liable for
any rental and  additional  charges which may be due or sustained
prior to such termination and reasonable costs, fees and expenses
incurred by Landlord in pursuant of its remedies hereunder.

         (b) In the event of a reletting,  Landlord may apply the
rent  therefrom  first to the  payment of  Landlord's  reasonable
expenses



                                25

<PAGE>



including but not limited to attorney's fees incurred, expense of
reletting,  repairs,  brokerage fees, subdividing,  renovation or
alteration  of the  Premises  and then to the payment of rent and
all other sums due from Tenant  hereunder,  Tenant  shall  remain
liable for any deficiency.

         Section 23.5 - REPEATED DEFAULT

         (a)  Notwithstanding  anything to the contrary set forth
in this  Lease,  if  Tenant  shall be in  default  in the  timely
payment of any rent or any  additional  charges due Landlord from
Tenant or the payment of any other money due Landlord from Tenant
under the terms of this Lease, any such default shall be repeated
two (2) times in any period of twelve  (12)  consecutive  months,
then,  notwithstanding  that such  default  shall have been cured
within the  applicable  periods,  as provided in this Lease,  any
further  similar  default  within said  twelve (12) month  period
shall be deemed to be a repeated Event of Default.

         (b)  In  the  event  of a  Repeated  Event  of  Default,
Landlord,  without giving Tenant any notice and without affording
Tenant an  opportunity  to cure the default,  may terminate  this
Lease forthwith without notice to Tenant.

                           ARTICLE XXIV
                             NOTICES

         Section 24.1 -  NOTICES TO TENANT AND LANDLORD

         Any  notice  or  consent  required  to be  give by or on
behalf of either  party upon the other  shall be in  writing  and
shall be given by mailing such notice or consent by Registered or
Certified  Mail,  Return  receipt  Requested,  addressed  to  the
Landlord at 2200 N.W. 2ND AVENUE, BOCA RATON, FL
 and either party may designate a substitute address at any later
time hereafter. Any such notice shall be deemed given when mailed
as in this  Section  provided,  or  delivered  personally,  or by
facsimile, to the Parties and Authorized Agents and/or Officers.

                           ARTICLE XXV
                          MISCELLANEOUS

         Section 25.1 - ACCORD AND SATISFACTION

         No payment by Tenant or receipt by  Landlord of a lesser
amount than any payment of rent herein stipulated shall be deemed
to be other than on account of the earliest  stipulated rent, nor
shall any  endorsement  or  statement  on any check or any letter
accompanying any check or payment as rent be deemed an accord and
satisfaction,  and  Landlord  may  accept  such  check or payment
without

                                26

<PAGE>




prejudice to Landlord's right to recover the balance of such rent
or  pursue  any  other  remedy  provided  for in  this  Lease  or
available at law or in equity.

         Section 25.2 - COMPLETE AGREEMENT

         This Lease  contains  the entire  agreement  between the
parties  hereto,  and  no  agent,  representative,   salesman  or
affiliate  of Landlord  hereto has  authority to make or has made
any  statement,  agreement  or  representation,  either  oral  or
written, in connection  herewith,  modifying,  adding or changing
the terms and conditions  herein set forth.  No dealings  between
the parties or custom shall be permitted  to  contradict  various
additions to or modify the terms hereof.  No modification of this
Lease  shall be  binding  unless  such  modification  shall be in
writing and signed by the parties hereto.


         Section 25.3 - CONSENTS

         Neither Landlord nor Tenant shall unreasonably  withhold
approval,  or consent when  required  from either party under the
terms  of this  Lease  (except  where  otherwise  stated  herein)
provided,  however,  that Landlord  shall not have deemed to have
unreasonably  withheld  such approval or consent if its Mortgagee
shall refuse to permit Landlord to grant such consent.

         Section 25.4 - COMPLIANCE WITH GOVERNMENTAL AUTHORITIES

         Tenant, at its own expense,  shall comply with all valid
requirements  of the Fire  Underwriters  Association and all duly
constituted  governmental authority and further shall comply with
any Federal,  State, County or local law or ordinance  applicable
to the use and  occupancy of the Premises for any repairs or work
performed  on  said  Premises  by the  Tenant.  The  Tenant  will
indemnify  Landlord and save  Landlord  harmless from any against
any  penalty,  damage  or charge  imposed  for any  violation  by
Tenant, its Assignees, subtenants, licensees, agent and employees
of any said requirements.

         Section 25.5 - EFFECTIVE DATE OF LEASE

         Submission  of  this   instrument  for   examination  or
execution  by Tenant does not  constitute  a  reservation  of nor
option for Lease,  and this instrument shall not become effective
as a lease or otherwise  until  execution by and delivery to both
Landlord and Tenant.  This Lease shall only become  effective and
binding  upon the parties in  establishing  the  relationship  of
Landlord and Tenant as of the date first written  above,  but not
earlier than the date Landlord executes this Lease.



                                27

<PAGE>




         Section 25.6 - ESTOPPEL CERTIFICATE BY TENANT

         Tenant  agrees at any time,  upon not less than ten (10)
days  prior  written   request  by  the  Landlord,   to  execute,
acknowledge   and  deliver  to   Landlord  a  written   statement
certifying  that this Lease is  unmodified  and in full force and
effect (or, if there have been modifications, that the same is in
full force as modified and stating the modifications),  the dates
to which  the  basic  rent and  other  charges  have been paid in
pursuance to this Lease and such other certification  concerning,
the Lease as may be reasonably required by Landlord or Landlord's
Mortgagee.  Tenant  further  agrees  that said  statement  may be
relied upon by any prospective purchaser of the fee, mortgagee or
assignee of any  mortgage on the fee of the  Premises.  If Tenant
within  10 days  after  submission  of such  instrument  fails to
execute the same,  Landlord is hereby  authorized  to execute the
same as attorney-in-fact for Tenant.

         Section 25.7 - FORCE MAJEURE

         Landlord  and/or  Tenant shall be excused for the period
of  delay  in  the  performance  of  any  of  their   obligations
hereunder,  except their respective obligation to pay any sums of
money due under  the  terms of this  Agreement,  and shall not be
considered in default, when prevented from so performing by cause
of causes beyond Landlord's or Tenant's control,  including,  but
not limited to, all labor disputes,  civil commotion,  war, fire,
or   other   casualty,   governmental   regulations,    statutes,
ordinances, restrictions or decrees, or through acts of God.

         Section 25.8 - INTERPRETATION

         The  law  of the  State  of  Florida  shall  govern  the
validity,  performance and enforcement of this Lease. If any part
of this  Lease  shall  be  adjudged  by any  court  of  competent
jurisdiction  to be invalid,  such  judgment  shall not affect or
impair any other provision.

         The  parties  hereto  confirm  that all of the terms and
covenants  contained  herein were prepared by both parties hereto
and  all   negotiations,   consideration,   representations   and
understandings  between the parties are incorporated  herein, and
may be modified or altered only by agreement, in writing, between
the parties.

         Section 25.9 - MEMORANDUM OF LEASE

         This Lease shall not be recorded,  but a  Memorandum  of
Lease  describing the property  herein demised giving the term of
this Lease and renewal  rights,  if any,  and  referring  to this
Lease,  shall be executed by  Landlord  and Tenant in  recordable
form at the  request  of either  party,  and may be  recorded  by
either party.



                                28

<PAGE>




         Section 25.10 - QUIET ENJOYMENT

         Landlord  hereby  covenants  and  agrees  that if Tenant
shall  perform  all  of  the  covenants  and  agreements   herein
stipulated to be performed on Tenant's part,  Tenant shall at all
times during the  continuance  hereof have the peaceful and quiet
enjoyment and  possession  of the Premises  without any manner of
hindrance  from  Landlord  or  any  person  or  persons  lawfully
claiming the Premises, save and except in the event of the taking
of  said  Premises  by  public  or   quasi-public   authority  as
hereinbefore provided.

         Section 25.11 - RENT DEMAND

         Every demand for rent due  wherever  and  whenever  made
shall  have the same  effect  as if made at the time if falls due
and at the place of payment,  and after the service of any notice
or commencement of any suit, or final judgment therein,  Landlord
may  receive and collect  any rent due,  and such  collection  or
receipt  shall not operate as a waiver or nor affect such notice,
suit or judgment.

         Section 25.12 - SECTION HEADINGS

         The Section Headings and Title Headings contained herein
are for convenience only and do not define, limit, or amplify the
contents of such Sections.

         Section 25.13 - SUCCESSORS AND ASSIGNS

         The  conditions,  covenants and agreements  contained in
this Lease shall be binding  upon and inure to the benefit of the
parties   hereto   and   their   respective   heirs,   executors,
administrators,  successors and permitted assigns.  All covenants
and agreements of this Lease shall run with the land.

         Section 25.14 - TRANSFER OF LANDLORD'S INTEREST

         The Landlord shall be liable under this Lease only while
the  Owner  of the  Premises,  and if  Landlord  should  sell  or
otherwise  transfer  Landlord's  interest in the Premises upon an
undertaking  by the purchaser,  or transferee,  to be responsible
for all of the covenants  and  undertakings  of Landlord,  Tenant
agrees that Landlord shall thereafter have no liability to Tenant
under this Lease or any  Modification  or Amendment  thereof,  or
extensions or renewals thereof, except for such liabilities which
might have occurred prior to the date of such sale or transfer of
Landlord's interest.




                                29

<PAGE>




Section 25.15 - WAIVER OF LANDLORD

         (a)  Landlord  shall  have  the  right  at all  times to
enforce the covenants, conditions and legal rights or remedies of
this  Lease  in  strict   accordance   with  the  terms   hereof,
notwithstanding any conduct or custom on the part of the Landlord
in refraining  from so doing at any time or times.  No failure by
the Landlord to insist upon the strict performance of any term or
condition  of this  Lease or to  exercise  any  right  or  remedy
available,  legal  or  equitable,  or a  breach  thereof,  and no
acceptance of full or partial rent during the  continuance of any
such breach shall  constitute a waiver of such breach or any such
term, condition or right.

         (b) No term or  condition  of this Lease  required to be
performed by the Tenant, and no breach thereof,  shall be waived,
altered or modified  except by a written  instrument  executed by
the Landlord.

         (c) A waiver by Landlord in respect to any other  tenant
of this  Property in which the  Premises  are  located  shall not
constitute a waiver in favor of any other  tenant,  nor shall the
waiver of the breach of any  condition be claimed,  if pleaded to
excuse a future  breach of the same  condition or covenant or any
other condition, covenant, provision, rule and regulation of this
Lease.

         Section 25.16 - BROKERAGE COMMISSION

         Landlord (Optionor), by the execution of this Agreement,
hereby agrees to pay a fee to TENACE REALTY,  INC. (60%) AND JOHN [check mark]
T.  LASCHA  (40%) as  Broker/Agent,  in the amount of six percent
(6%) of the first  year's  rent and  annually  thereafter  unless
Tenant shall be in default herein. However, Landlord shall pay to
Broker six percent (6%) of all rent received after the first year
and,  further,  and in addition  thereto,  to pay a commission to
said  Broker/Agent  in the  amount  of Six  Percent  (6%)  of the
purchase  price,  as hereinabove set forth, in the event that the
Option to Purchase is  exercised,  said  commission to be paid at
the closing of the transaction and delivery of the Warranty Deed.
In the event that Lessee shall  exercise  said Option to Purchase
prior to the end of any lease year for which Broker has been paid
a Rental Commission  Broker/Agent,  by execution  hereof,  hereby
agrees  that the  rental fee paid in  advance  shall be  prorated
accordingly and a credit shall be given against the commission to
be paid to Broker/Agent at closing, as herein set forth.

         Section 25.17 - FURNITURE, FIXTURES, AND EQUIPMENT

         An  inventory  is to be taken  with ten (10) days of the
date  of this  Lease.  The  remaining  furniture,  fixtures,  and
equipment on the  property  shall be the property of the Landlord
and Landlord


                                30

<PAGE>




shall  be  responsible  for  removing  the  remaining  furniture,
fixtures, and equipment which is not on the inventory.

                           ARTICLE XXVI
                       CONDITIONS PRECEDENT

         This Lease,  Option,  and Sales Agreement are contingent
upon  the  premises  and the  property  conforming  to all  City,
County,  and State zoning,  parking,  health  regulations and the
issuance  of  an  occupational  license  for a  300  seat  dinner
theater.  If the license can not be obtained  within fifteen (15)
days of the date of  execution  by both  parties  of this  Lease,
unless  otherwise  agreed  this  Lease  is null  and void and all
deposits shall be returned.  Such conditions shall be waived upon
the taking of possession of the Demised Premises.

         IN WITNESS  WHEREOF,  the parties  hereto have  executed
these presents, the day and year first written above.

Signed in the presence of:
                                    LANDLORD:

/s/Paul Janello                     /s/Marion Wentworth
                                    MARION WENTWORTH
-------------------------
                                    TENANT:
                                    CLASSIC RESTAURANTS
                                    INTERNATIONAL, INC.

/s/Susan Robinson                   BY:/s/Jack Lascha
                                       JACK LASCHA, President
-------------------------
                                    REALTORS:

_________________________           TENACE REALTY INC.

_________________________           BY:/s/William Ciano
                                       WILLIAM CIANO, Broker

/s/Paul Janello                     J.T. LASCHA

_________________________           BY:/s/J.T. Lascha
                                       J. T. Lascha
\work\ssr\wentwort\lease       
                                       /s/Steve L. Shaw
                                       [markings]       , SECT


                                31

<PAGE>



                           EXHIBIT "A"

                            RADON GAS

         Radon gas is a natural  occurring gas that,  when it has
accumulated in a building in sufficient  quantities,  may present
health  risks to persons who are exposed to it over time.  Levels
of radon that exceed federal and state guidelines have been found
in  Florida.  Additional  information  regarding  radon and radon
testing may be obtained from you county public health unit.



                                32

<PAGE>



                           EXHIBIT "B"

                  GUARANTY BY PARENT CORPORATION

         For value  received and in  consideration  for and as an
inducement to Landlord  making the within Lease with Tenant,  the
undersigned,  on behalf  of  itself,  its legal  representatives,
heirs, successors and assigns, jointly and severally,  absolutely
and unconditionally guarantees to Landlord, Landlord's successors
and  assigns,  the full  performance  and  observance  of all the
provisions  therein  provided  to be  performed  and  observed by
Tenant,    without   requiring   any   notice   of   non-payment,
non-performance,  or  non-observance,  or proof,  or  notice,  or
demand, whereby to charge the undersigned therefore, all of which
the  undersigned  expressly  agrees  that  the  validity  of this
agreement  and  the  obligations  of  the  undersigned  guarantor
hereunder shall not be terminated, affected or impaired by reason
of the assertion by Landlord  against Tenant of any of the rights
or remedies  reserved to Landlord  pursuant to the  provisions of
the  within  Lease.  The  undersigned  further  agrees  that this
guaranty shall remain and continue in full force and effect as to
any renewal, modification or extension of the Lease. As a further
inducement  to Landlord  to make this Lease and in  consideration
thereof,  Landlord and the undersigned  agree that, in any action
or  proceeding  brought  by either  Landlord  or the  undersigned
against the other on any matters whatsoever arising out of, or by
virtue of the terms of this Lease or of this  guaranty,  Landlord
and  the  undersigned   shall,  and  do  hereby   absolutely  and
unconditionally,  waive trial by jury.  In the event the Landlord
incurs any expenses in the enforcement of this guaranty,  whether
legal action be instituted or not, the  undersigned  agrees to be
liable  for  same  (including  without   limitation,   reasonable
attorney's  fees) and to pay same promptly on demand by Landlord.
The  undersigned  acknowledges  receipt of a complete copy of the
Lease with all Exhibits and other attachments, if any.

         Date:  _______________________

Witnesses:                           CROWN RESOURCES, INC.,  a
                                     Georgia corporation

__________________________           By:________________________
                                                      , President
--------------------------


                                33

<PAGE>



                           ADDENDUM "A"

                        OPTION TO PURCHASE


         Landlord  hereby  grants to Tenant an Option to Purchase
the  Premises at any time Tenant may elect prior to June 1, 1994,
at a price of One  Million  Three  Hundred  Thousand  and  no\100
($1,300,000.00),  provided  Tenant shall have fully performed all
of the terms and conditions of this Agreement and shall have made
all  payments  required  hereunder  to that time.  Said Option to
Purchase  may be exercised at any time before June 1, 1994 by the
giving of forty five (45) days prior  written  notice to Landlord
of such  intention to exercise  such Option;  provided,  however,
that shall  Tenant not give  notice to Landlord on or before June
1, 1994 of its intention to exercise  such Option,  then, in such
event,  such Option to Purchase  shall be deemed not to have been
exercised, all rights granted hereunder shall be forfeited.

         In the  event of  Tenant's  exercise  of the  Option  to
Purchase,  as herein  provided,  Landlord  agrees  to convey  the
Premises to Tenant by statutory  Warranty Deed, free and clear of
all  encumbrances,   excepting  taxes  and  assessments  accruing
subsequent  to  closing  which,  under the  Agreement,  are to be
prorated as of the date of closing  and those  matters of record,
including  any  existing  mortgages.   The  closing  shall  occur
pursuant to the  Standards of Real Estate  Practice  generally in
effect in Palm Beach County,  Florida at the time of closing,  in
accordance  with the  Deposit,  Receipt and Contract for Sale and
Purchase as attached hereto as Exhibit "1":

         As  consideration  for the  granting  of this  Option to
Purchase  by  Landlord  to  Tenant,  Tenant  shall  have  paid to
Landlord  the sum of Twenty  Five  Thousand  and  no\100  Dollars
($25,000.00), as set forth in said Contract.

Signed in the presence of:
                                      LANDLORD:

/s/Paul Janello                       /s/Marion Wentworth
__________________________            MARION WENTWORTH

                                      TENANT:
                                      CLASSIC RESTAURANTS
                                      INTERNATIONAL, INC.

/s/Susan Robinson                     By:/s/Jack Lascha
                                         JACK LASCHA, President
--------------------------
[marking]                                /s/Steven L. Shaw

                                34

<PAGE>



                           ADDENDUM "B"

                         OPTION TO RENEW


         Provided Tenant shall not be in default herein, Landlord
hereby  grants to  Tenant an Option to Renew the Lease  under the
same terms and  conditions  as this Lease with the  exception  of
rents for an  additional  five (5) years.  The rent  during  this
additional five (5) year period shall be adjusted by applying the
cost of living index used by HUD to adjust rents.  Said Option to
Renew must be exercised  sixty (60) days prior to the  expiration
date  of  this  Lease  by  written  notice  to  Landlord  of such
intention to exercise such Option; provided, however, that should
Tenant not give notice to  Landlord on or before  October 2, 1997
of its  intention to exercise  such Option,  then, in such event,
such Option to Renew shall be deemed not to have been  exercised,
and all rights granted hereunder shall be forfeited.

Signed in the presence of:
                                       LANDLORD:
/s/Paul Janello                        /s/Marion Wentworth
                                       MARION WENTWORTH
-----------------------------

                                       TENANT:
                                       CLASSIC RESTAURANTS
                                       INTERNATIONAL, INC.

/s/Susan Robinson                      By:/s/Jack Lascha
                                          JACK LASCHA, President
-----------------------------
                                          /s/Steven L. Shaw



                                35

<PAGE>


                           ADDENDUM "C"

         This  Addendum "C" to that  certain  Lease dated the 7th
day of October, 1992, therein MARION WENTWORTH,  as Landlord, and
CLASSIC RESTAURANTS  INTERNATIONAL,  INC., as Tenant,  amends and
modifies the same as hereinafter set forth:

         1.  That  Article  I,  Definitions,  Section  1.1 (a) be
modified  to  provide  that  the  Property   shall  also  include
furniture,  fixtures,  and  equipment  located  in  the  Premises
excluding  the bars and  appurtenances  thereto and the sound and
lighting and other electronic  equipment.  Such tangible personal
property shall remain the Property of the Landlord subject to the
Lease herein.

         2. That Article XXV, Miscellaneous,  Section 25.17 shall
be amended to provide that the  requirement  to take an inventory
is hereby  moot and that the  furniture,  fixture  and  equipment
located in the Premises  shall be part of the Property  leased by
the Landlord to the Tenant  excluding the bars and  appurtenances
thereto and the sound, lighting and other electronic equipment.

         3.  Other  than   hereinabove  set  forth,   said  Lease
Agreement remains in full force and effect.

         IN WITNESS  WHEREOF,  the parties  hereto have  executed
these presents this 15 day of OCTOBER, 1992.

Signed in the presence of:

                                         LANDLORD:
_____________________________            /s/Marion Wentworth
                                         MARION WENTWORTH
-----------------------------
                                         TENANT:
                                         CLASSIC RESTAURANTS
                                         INTERNATIONAL, INC.

_____________________________            BY:/s/Jack Lascha
                                            JACK LASCHA, President
-----------------------------

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