<PAGE>

CENTER:    PACIFIC PLACE
TENANT:    CUTTER & BUCK, INC.
SPACE:     300
DATE:      AUGUST 11, 1998
TRADENAME: CUTTER & BUCK


                             SHOPPING CENTER LEASE

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Article 1   Basic Provisions . . . . . . . . . . . . . . . . . . . . . . . .   1
Article 2   Premises, Term and Commencement Date . . . . . . . . . . . . . .   3
Article 3   Minimum Rent and Percentage Rent . . . . . . . . . . . . . . . .   3
Article 4   Payment of Rent, Rent Taxes and Prorations . . . . . . . . . . .   4
Article 5   Taxes and Center Expenses. . . . . . . . . . . . . . . . . . . .   5
Article 6   Condition of Premises; Opening for Business. . . . . . . . . . .   6
Article 7   Trade Fixtures, Alterations and Liens. . . . . . . . . . . . . .   6
Article 8   Use and Operating Requirements . . . . . . . . . . . . . . . . .   7
Article 9   Promotion of Center and Tenant's Business. . . . . . . . . . . .   8
Article 10  Utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
Article 11  Maintenance and Repair of Premises . . . . . . . . . . . . . . .   9
Article 12  Common Areas . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Article 13  Insurance, Subrogation, and Waiver of Claims . . . . . . . . . .  11
Article 14  Casualty Damage. . . . . . . . . . . . . . . . . . . . . . . . .  12
Article 15  Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . .  12
Article 16  Return of Possession . . . . . . . . . . . . . . . . . . . . . .  13
Article 17  Holding Over . . . . . . . . . . . . . . . . . . . . . . . . . .  13
Article 18  Subordination, Attornment and Mortgagee Protection . . . . . . .  13
Article 19  Estoppel Certificate . . . . . . . . . . . . . . . . . . . . . .  14
Article 20  Assignment and Subletting. . . . . . . . . . . . . . . . . . . .  14
Article 21  Rights Reserved by Landlord. . . . . . . . . . . . . . . . . . .  15
Article 22  Landlord's Remedies. . . . . . . . . . . . . . . . . . . . . . .  17
Article 23  Landlord's Right to Cure . . . . . . . . . . . . . . . . . . . .  19
Article 24  Indemnification. . . . . . . . . . . . . . . . . . . . . . . . .  19
Article 25  Safety and Security Devices, Services and Programs . . . . . . .  19
Article 26  Hazardous Materials. . . . . . . . . . . . . . . . . . . . . . .  20
Article 27  Captions and Severability. . . . . . . . . . . . . . . . . . . .  20
Article 28  Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .  21
Article 29  Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
Article 30  No Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
Article 31  Attorneys' Fees, Counterclaims, Venue and Jury Trial . . . . . .  24
Article 32  Personal Property Taxes. . . . . . . . . . . . . . . . . . . . .  24
Article 33  Conveyance by Landlord and Liability . . . . . . . . . . . . . .  24
Article 34  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
Article 35  Real Estate Brokers. . . . . . . . . . . . . . . . . . . . . . .  25
Article 36  Security Deposit and Landlord's Lien . . . . . . . . . . . . . .  25
Article 37  Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . .  25
Article 38  Offer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
Article 39  Americans With Disabilities Act. . . . . . . . . . . . . . . . .  26
Article 40  Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . .  27
Rider One   Rules
Rider Two   Standard Rider
Rider Three Construction Allowance Rider
Exhibit A   The Premises
Exhibit A-1 Legal Description
Exhibit A-2 Depiction of Window Area
Exhibit B   Construction Exhibit
Exhibit C   Sign Exhibit
Exhibit D   Annual Service Charge for Landlord's Utilities
Exhibit E   Key Design/Construction Dates
</TABLE>

<PAGE>

                            SHOPPING CENTER LEASE

     THIS LEASE made as of the 11th day of August, 1998, between PINE STREET
DEVELOPMENT L.L.C., a Washington limited liability company ("Landlord"), having
a place of business at 520 Pike Tower, Suite 2200, Seattle, Washington 98101 and
CUTTER & BUCK, INC., a WASHINGTON corporation ("Tenant"), whose principal place
of business is located at 2701 FIRST AVENUE, SEATTLE, WASHINGTON 98121.

                                   ARTICLE 1

                                BASIC PROVISIONS


A.   TENANT'S TRADE NAME:  Cutter & Buck

B.   CENTER:   Pacific Place
     ADDRESS:  Seattle, Washington

C.   PREMISES:  Space No. 300 at the Center, consisting of approximately 
     3,346 rentable square feet, the approximate location of which is shown 
     cross-hatched on Exhibit A hereto.  In addition, Tenant shall have the 
     right, during the Term, to use a display window, to be located on Sixth 
     Avenue at the location shown on Exhibit A-2 (the "Display Window").  
     Tenant shall have the right, at reasonable times and upon reasonable 
     prior notice, of ingress and egress to the Display Window.  Tenant shall 
     merchandise, clean and maintain the Display Window.  Landlord shall, at 
     Landlord's cost and as part of Landlord's Work (as hereinafter defined), 
     construct the Display Window.  All of the provisions of this Lease, 
     including without limitation, the provisions with respect to Tenant's 
     indemnity and insurance obligations, shall be applicable to the Display 
     Window, except that Tenant shall pay no Rent or charges in connection 
     therewith.

D.   COMMENCEMENT DATE:  October 28, 1998, provided that Landlord has delivered
     possession of the Premises to Tenant no later than August 10, 1998. 
     Notwithstanding the foregoing, IF, due to Landlord's delay or an
     Unavoidable Delay and not due to any fault of Tenant, Tenant is not able to
     open for business by November 17, 1998, THEN, Tenant shall not be required
     to open for business or pay Minimum Rent or Percentage Rent during the
     period from November 17, 1998 through February 20, 1999.

E.   EXPIRATION DATE:  The date immediately preceding the fifth (5th) 
                       anniversary of the Commencement Date. SEE PAGE 1A

F.   PERMITTED USE:  Retail sale of apparel, gift items, footwear, and related
                     accessories, AND FOR NO OTHER PURPOSE WHATSOEVER.

G.   MINIMUM RENT:

<TABLE>
<CAPTION>

PERIOD                                                         PER SQ. FT.   MONTHLY AMOUNT     ANNUAL AMOUNT
------                                                         -----------   --------------     -------------
<S>                      <C>       <C>                         <C>           <C>                <C>
Commencement Date        Through   Date immediately preceding    $40.00         $11,153.33       $133,840.00
                                   1st anniversary of the        ------         ----------       -----------
                                   Commencement Date

1st anniversary of the   Through   Date immediately preceding    $44.00         $12,268.67       $147,224.00
Commencement Date                  2nd anniversary of the        ------         ----------       -----------
                                   Commencement Date

2nd anniversary of the   Through   Date immediately preceding    $45.00         $12,547.50       $150,570.00
Commencement Date                  3rd anniversary of the        ------         ----------       -----------
                                   Commencement Date

3rd anniversary of the   Through   Expiration Date               $46.50         $12,965.75       $155,589.00
Commencement Date                                                ------         ----------       -----------
</TABLE>


                                       1
<PAGE>

ARTICLE 1(E) EXPIRATION DATE.

Tenant shall have the option to extend the Term for an additional period of five
(5) years (the "Extension Period") upon all terms and conditions of the Lease,
except that Tenant shall have no further right to extend the Term, and the
Minimum Rent and the Breakpoint shall be increased to the amounts set forth
below.  The option to extend may be exercised only by Tenant giving Landlord
irrevocable and unconditional written notice thereof no later than nine (9)
months before the commencement of the Extension Period.  Said exercise shall, at
Landlord's election, be null and void if Tenant is in default under the Lease at
the date of said notice or at the commencement of said Extension Period. 

If Tenant shall fail to exercise the option herein provided in accordance with
the terms hereof, said option shall terminate and be null and void.  Tenant's
exercise of said option shall not operate to cure any default by Tenant of any
of the terms or provisions in the Lease, nor to extinguish or impair any rights
or remedies of Landlord arising by virtue of such default.  If the Lease or
Tenant's right to possession of the Premises shall terminate in any manner
whatsoever before Tenant shall exercise the option herein provided, or before
the commencement of the Extension Period, then immediately upon such
termination, the option herein granted to extend the Term shall simultaneously
terminate and become null and void.  Time is of the essence of this provision.

The Minimum Rent for the Extension Period shall be the greater of (a) one
hundred five percent (105%) of the Minimum Rent for the last year of the Term
prior to the Extension Period, or (b) eighty-five percent (85%) of the average
of Minimum Rent plus Percentage Rent over the last two (2) full Lease Years
prior to the Extension Period.

The Breakpoint for each Lease Year of the Extension Period shall be the amount
of Minimum Rent due for the Lease Year divided by six percent (6%).  Tenant
shall pay Percentage Rent for each Lease Year of the Extension Period equal to
six percent (6%) of all Gross Sales for the Lease Year in excess of the
Breakpoint for the Lease Year.

All provisions contained in the Lease for annual or other adjustment to charges,
shall remain in full force and effect during the Extension Period, provided that
the no caps shall be applicable with respect to the Marketing Fund Charge.


                                       1A
<PAGE>

H.   PERCENTAGE RENT:

<TABLE>
<CAPTION>
     PERIOD                                                              AMOUNT EACH LEASE YEAR
     ------                                                              ----------------------
     <S>                      <C>         <C>                            <C>
     Commencement Date        Through     Date immediately preceding     Eight percent (8%) of Gross Sales
                                          1st anniversary of the         exceeding a Breakpoint of $1,673,000.00
                                          Commencement Date

     1st anniversary of       Through     Date immediately preceding     Six percent (6%) of Gross Sales
     the Commencement Date                2nd anniversary of the         exceeding a Breakpoint of $2,453,733.33
                                          Commencement Date

     2nd anniversary of       Through     Date immediately preceding     Six percent (6%) of Gross Sales
     the Commencement Date                3rd anniversary of the         exceeding a Breakpoint of $2,509,500.00
                                          Commencement Date

     3rd anniversary          Through     Expiration Date                Six percent (6%) of Gross Sales
     of the Commencement Date                                            exceeding a Breakpoint of $2,593,150.00
</TABLE>


     Prorations of Breakpoints for Partial Lease Years, and prorations for Lease
     Years containing two different Breakpoints for different periods, shall be
     as described in Article 3.


I.   SECURITY DEPOSIT:  $None

J.   RADIUS RESTRICTION:  One (1) mile from the Center

K.   GUARANTOR:  None

L.   RENT PAYMENT ADDRESS:  Tenant shall forward all Rent, insurance
     certificates and Gross Sales reports to Landlord at the following address,
     or such other address or addresses as to which Landlord shall provide
     advance notice:

     RGHK Seattle L.L.C.
     520 Pike Tower
     Suite 2200
     Seattle, Washington 98101

M.   RENT SHALL BE PAYABLE TO: Pine Street Development L.L.C.
     or such other entity as Landlord shall designate from time to time in
     writing.

     The foregoing provisions shall be interpreted and applied in accordance
with the other provisions of this Lease set forth below.  The terms in this
Article, and the terms defined in Article 28, shall have the meanings specified
therefor, herein or therein, when used as capitalized terms in other provisions
of this Lease.

N.   TENANT'S INITIAL DESIGNATED CONTACT PERSON:  Scott Darkenwald
                                   Telephone No.  (206) 622-4191 
                                   Facsimile No.  (206) 448-0589


                                       2
<PAGE>

                                    ARTICLE 2

                       PREMISES, TERM AND COMMENCEMENT DATE

     Landlord hereby leases to Tenant and Tenant hereby leases from Landlord 
the Premises for a term ("Term") commencing on the Commencement Date and 
ending on the Expiration Date set forth in Article 1, unless sooner 
terminated as provided herein, subject to the provisions herein contained. 
The Commencement Date set forth in Article 1 shall be advanced to such 
earlier date as Tenant opens the Premises for business. If Landlord delays 
delivering possession of the Premises or substantial completion of any 
Landlord's Work under Exhibit B, this Lease shall not be void or voidable and 
Landlord shall have no liability for loss or damage resulting therefrom. In 
such case, or in the case of Unavoidable Delays, the Commencement Date shall 
be postponed for a period equal to the delay, except to the extent that such 
delays arise from the acts or omissions of Tenant or Tenant's employees, 
agents or contractors.  If the Commencement Date is advanced or postponed, 
the Rent and other obligations of Tenant, and the Term and initial Lease Year 
hereunder, shall all commence on the Commencement Date as advanced or 
postponed.  However, the Expiration Date set forth in Article 1 shall not be 
changed. Landlord and Tenant shall confirm in writing any adjustment to the 
Commencement Date hereunder upon written request by either party.  In the 
event of any dispute concerning such adjustment, Tenant shall pay Rent 
commencing on the Commencement Date set forth in Article 1, subject to 
adjustment between the parties after such dispute is resolved. 
Notwithstanding the foregoing to the contrary, Landlord may delay delivery of 
the Premises and performance of any Landlord's Work until this Lease has been 
mutually signed and delivered, and such delays shall not postpone the 
Commencement Date set forth in Article 1 or the SEE RIDER TWO commencement of 
Rent hereunder, except as the parties may expressly agree otherwise in 
writing. SEE PAGE 3A

                                      ARTICLE 3

                           MINIMUM RENT AND PERCENTAGE RENT

     A.   MINIMUM RENT.  Tenant shall pay Landlord the monthly Minimum Rent set
forth in Article 1 in advance on or before the first day of each calendar month
during the Term.

     B.   PERCENTAGE RENT.  Tenant shall pay Landlord Percentage Rent each Lease
Year equal to the applicable percentage of the amount by which Gross Sales
exceed the applicable Breakpoint for such Lease Year set forth in Article 1. 
Percentage Rent for each Lease Year shall be paid on a monthly basis commencing
with the first month in each Lease Year in which Tenant's Gross Sales for such
Lease Year exceed the applicable Breakpoint.  Such payments shall be made on or
before the fifteenth (15th) day of each calendar month with respect to Gross
Sales made during each preceding month.  The term "Lease Year" shall have the
meaning specified therefor in Article 28.

     C.   BREAKPOINT PRORATIONS.  The Breakpoint for any Partial Lease Year
shall be prorated on a per diem basis.  If Minimum Rent is reduced for any
reason during any Lease Year, the Breakpoint for such period shall be reduced
proportionately.  If two Breakpoint amounts are in effect during different
portions of a given Lease Year under Article 1, the Breakpoint for such Lease
Year shall be the weighted average of both Breakpoint amounts, determined as
follows:  (a) each Breakpoint amount shall be multiplied by the number of days
during which it is in effect, and then divided by 365, and (b) the amounts so
computed shall be added to obtain the weighted average Breakpoint for such Lease
Year.

     D.   ADJUSTMENTS.  

     E.   GROSS SALES RECORDS.  Tenant shall ensure that the business of 
Tenant and of any subtenant, licensee or concessionaire in, at or from the 
Premises is operated such that the following books and records (collectively, 
"Tenant's Records") are prepared, preserved and maintained in accordance with 
generally accepted accounting principles:  (i) daily dated sealed, 
continuous, cash register tapes, (ii) serially numbered sales slips, (iii) 
settlement report sheets of transactions with subtenants, concessionaires and 
licensees, (iv) bank statements, (v) general ledger or summary record of all 
receipts and disbursements from operations in, at or from the Premises, (vi) 
state and local sales and use tax returns, and (vii) such other records that 
would normally be kept pursuant to generally accepted accounting principles, 
or as the Landlord may reasonably require in order to determine Gross Sales 
hereunder.  Tenant shall retain Tenant's Records at the Premises or at the 
home or regional office of Tenant for at least three (3) years from the end 
of the Lease Year to which they are applicable or, if any audit is required 
or a controversy should arise between the parties regarding Percentage Rent, 
until such audit or controversy is terminated, even though such retention 
period may be after the expiration of the Term or earlier termination of this 
Lease.

                                       3
<PAGE>

ARTICLE 2 PREMISES, TERM AND COMMENCEMENT DATE.

Notwithstanding anything herein to the contrary, IF Landlord fails to deliver
the Premises to Tenant by March 31, 1999 with Landlord's Work substantially
complete (extended by one [1] day for each day of Tenant Delay, THEN Tenant
shall have the right, as its sole and exclusive remedy, to terminate this Lease,
effective upon written notice to Landlord delivered no later than April 30,
1999.


                                       3A
<PAGE>

     F.   GROSS SALES STATEMENTS.  Tenant shall provide Landlord with a monthly
statement of Gross Sales within fifteen (15) days after the end of each calendar
month, signed by an authorized representative, which shall show Gross Sales and
an itemization of any exclusions or deductions therefrom for such month, as well
as year-to-date amounts for the current Lease Year.  If any Percentage Rent is
due for such month, the payment shall accompany such statement. In addition to
such regular monthly statements, Tenant shall provide an annual statement within
sixty (60) days after the end of each Lease Year, which shall show the total
amount of Gross Sales for such Lease Year, and shall be certified to be true,
complete and correct by an independent certified public accountant reasonably
satisfactory to Landlord, or at Tenant's option by Tenant's chief financial
officer. If such annual statement shows that Tenant underpaid Percentage Rent
for such Lease Year, Tenant shall include the additional amount with such
statement, and if such statement shows that Tenant overpaid Percentage Rent,
Landlord shall provide a credit or refund.  Tenant shall require that any
subtenant, licensee or concessionaire furnish similar statements.

     G.   AUDITS.  Landlord may, at Landlord's cost, except as provided below,
from time to time (but not more frequently than once each calendar year), upon
at least ten (10) days' notice to Tenant, cause a complete audit or examination
to be made of Tenant's Records and such books and records of any subtenant,
licensee or concessionaire for all or any part of the three Lease Years
immediately preceding such notice.  During such audit, Tenant shall furnish such
information or explanation with respect to such items as may be necessary for a
proper examination and audit thereof.  If such audit or examination discloses
that any of Tenant's statements of Gross Sales understates Gross Sales made
during any Lease Year by three percent (3%) or more, or if Tenant shall have
failed to furnish Landlord any monthly Gross Sales statements during any Lease
Year or shall have failed to prepare and maintain Tenant's Records as required
herein, Tenant shall pay Landlord the cost of such audit or examination, and any
deficiency in Percentage Rent, with interest at the Default Rate.  

     H.   GROSS SALES DEFINED.  "Gross Sales" shall mean the entire amount of 
the actual sale price, whether for cash, credit or otherwise, of all sales of 
goods and services and all other income and receipts whatsoever of all 
business conducted at, on or from the Premises, including, without 
limitation:  (i) mail, telephone, facsimile and other orders received or 
filled at the Premises, including but not limited to catalogue sales (except 
as expressly provided below), (ii) deposits not refunded to purchasers, (iii) 
orders taken at the Premises although filled elsewhere (except as expressly 
provided below), (iv) gross receipts from vending and game machines (not to be 
construed to authorize vending or game machines unless specifically set forth 
in Article 1), (v) sale price of gift and merchandise certificates, (vi) 
payments from other parties for shelf or advertising space at or respecting 
the Premises, (vii) the full value of all consideration other than money 
received, (viii) all other gross income or receipts from any business or 
operation at, on or from the Premises, and (ix) Gross Sales by any sublessee, 
concessionaire or licensee. However, Gross Sales shall not include (but 
Tenant shall keep separate records therefor as part of Tenant's Records):  
(a) returns to shippers or manufacturers, (b) proceeds from the sale of used 
trade fixtures, (c) any cash or credit refunds made upon any sale in or from 
the Premises where the merchandise is returned by the purchaser, (d) any 
sales or excise tax imposed by any duly constituted governmental authority 
(provided that no income or franchise tax, capital stock tax, tax based upon 
gross receipts, assets or net worth, or similar tax shall be deducted from 
Gross Sales), and (e) the exchange of merchandise between the stores and 
warehouses of Tenant, if any, where such exchange of merchandise is made 
solely for the convenient operation of the business of Tenant and not for the 
purpose of consummating a sale that has theretofore been made in or from the 
Premises or for the purpose of depriving Landlord of the benefit of a sale 
that otherwise would be made in or from the Premises.  No deduction shall be 
allowed for any uncollected or uncollectible amounts or reserves therefor, 
nor for cost of products or services sold, or other costs, charges or 
expenses of purchasing, financing, selling, transportation, overhead or taxes 
except as expressly provided herein. Trade-ins shall not reduce the sale 
price of the item sold for purposes hereof.  Layaway, credit and installment 
sales shall be included in the month in which the goods or services are 
delivered or provided, or in which any portion of the payment is received, 
whichever first occurs, regardless of when or whether full payment is 
received. SEE PAGE 4A

                                   ARTICLE 4

                 PAYMENT OF RENT, RENT TAXES AND PRORATIONS

     A.   RENT AND RENT TAXES.  Minimum Rent, Percentage Rent, Taxes, Center
Expenses, Marketing Fund Charges and any other amounts which Tenant is or
becomes obligated to pay Landlord under this Lease are sometimes herein referred
to collectively as "Rent", and all remedies applicable to the non-payment of
Rent shall be applicable thereto.  Rent shall be paid without any prior demand
or notice therefor, and shall in all events be paid without any deduction,
recoupment, set-off or counterclaim, and without relief from any valuation or
appraisement laws.  Tenant shall pay any rent tax, sales tax, service tax,
transfer tax, value added tax, or any other applicable tax on the Rent,
utilities or services herein or otherwise respecting this Lease or any other
document entered in connection herewith.  Landlord may apply payments received
from Tenant to any obligations of Tenant then accrued, without regard to such
obligations as may be designated by Tenant.


                                       4
<PAGE>

ARTICLE 3(H) GROSS SALES DEFINED.

The following items shall also be excluded from Gross Sales:

(a)  Incidental catalog sales of merchandise, which are made solely for the
convenience of a customer and not for the purpose of consummating a sale that
has theretofore been made in the Premises or for the purpose of depriving
Landlord of the benefit of a sale that otherwise would be made on or from the
Premises, not to exceed three percent (3%) of Gross Sales at the Premises per
Lease Year.  No refunds from catalogue sales shall be excluded from Gross Sales.

(b)  The amount of any sales to employees at a discount, such excluded amount
not to exceed two percent (2%) of Tenant's Gross Sales at the Premises per Lease
Year.

(c)  Bad debts actually written off by Tenant for federal tax purposes up to a
maximum of one percent (1%) of Gross Sales at the Premises in any one Lease
Year, provided that Tenant has exhausted all reasonable methods for collecting
said bad debts and provided that any amount so written off which is later
received by Tenant shall be included in Gross Sales when and to the extent
received.

(d)  All sales of gift certificates or like vouchers, so long as gift
certificates and like vouchers are similarly treated in all of the stores of
Tenant, its parent, affiliates and subsidiaries, and provided that sales of
merchandise made at the Premises and paid for by such gift certificates or
vouchers (regardless of where such certificates or vouchers were issued) shall
be included as Gross Sales and, further provided, if at any time Tenant deems
the certificates or vouchers forfeited, the amount of the certificates or
vouchers shall at that time be included in Gross Sales under this Lease. 

(e)  Charges for shipping, boxes and gift wrapping provided to customers at no
profit to Tenant in connection with a purchase of store merchandise.


                                       4A
<PAGE>

     B.   PRORATIONS.  If the Term commences on a day other than the first day
of a calendar month or ends on a day other than the last day of a calendar
month, the Minimum Rent, monthly payments of estimated Taxes and Center
Expenses, Marketing Fund Charge, and any other amounts payable on a monthly
basis shall be prorated on a per diem basis for such partial calendar months. If
the Minimum Rent is scheduled to increase under Article 1 other than on the
first day of a calendar month, the amount for such month shall be prorated on a
per diem basis to reflect the number of days of such month at the then current
and increased rates, respectively.  If the Term commences other than on January
1, or ends other than on December 31, Tenant's obligations to pay amounts
towards actual Taxes and Center Expenses for such first or final calendar years
shall be prorated on a per diem basis to reflect the portion of such years
included in the Term. Prorations of Breakpoints for Partial Lease Years, and
prorations for Lease Years containing two different Breakpoints for different
periods, shall be as described in Article 3.

                                   ARTICLE 5

                           TAXES AND CENTER EXPENSES

     A.   TAXES.  Tenant shall pay Landlord an amount equal to Tenant's
Proportionate Share of Taxes in the manner described below.

     B.   CENTER EXPENSES.  Tenant shall pay Landlord an amount equal to
Tenant's Proportionate Share of Center Expenses in the manner described
below. SEE PAGE 5A

     C.   MANNER OF PAYMENT.  Taxes and Center Expenses shall be paid in the
following manner:

            (i)     Landlord may reasonably estimate in advance the amounts
     Tenant shall owe for Taxes and Center Expenses for any full or partial
     calendar year of the Term.  In such event, Tenant shall pay such estimated
     amounts, on a monthly basis, on or before the first day of each calendar
     month, together with Tenant's payment of Minimum Rent.  Landlord may
     reasonably adjust the estimated amounts from time to time during the Term.

            (ii)    Within 180 days after the end of each calendar year, or as
     soon thereafter as practicable, Landlord shall provide a statement (the
     "Statement") to Tenant showing:  (a) the amount of actual Taxes and Center
     Expenses for such calendar year, with a listing of amounts for major
     categories of Center Expenses, (b) any amount paid by Tenant towards Taxes
     and Center Expenses during such calendar year on an estimated basis, and
     (c) any revised estimate of Tenant's obligations for Taxes and Center
     Expenses for the current calendar year.

            (iii)   If the Statement shows that Tenant's estimated payments were
     less than Tenant's actual obligations for Taxes and Center Expenses for
     such year, Tenant shall pay the difference. If the Statement shows an
     increase in Tenant's estimated payments for the current calendar year,
     Tenant shall pay the difference between the new and former estimates for
     the period from January 1 of the current calendar year through the month in
     which the Statement is sent. Tenant shall make such payments within thirty
     (30) days after Landlord sends the Statement.

            (iv)    If the Statement shows that Tenant's estimated payments
     exceeded Tenant's actual obligations for Taxes and Center Expenses, Tenant
     shall receive a credit for the difference against payments of Rent next
     due.  If the Term shall have expired and no further Rent shall be due,
     Landlord shall refund such difference when Landlord sends the Statement.

     D.     TAX REFUNDS, SUPPLEMENTAL BILLINGS AND FISCAL TAX YEARS.  Tax
refunds shall be deducted from Taxes in the year they are received by Landlord. 
If Taxes for any period during the Term or any extension thereof shall be
increased after payment thereof by Landlord for any reason, including without
limitation error, reassessment, or supplemental billing by applicable
governmental or municipal authorities, Tenant shall pay Landlord within ten (10)
days after notice Tenant's Proportionate Share of such increased Taxes. If any
Taxes shall be paid based on assessments or bills by a governmental or municipal
authority using a fiscal year other than a calendar year, Landlord may elect
from time to time to bill Tenant and make adjustments:  (i) based on such fiscal
year, or (ii) based on tax payments becoming due during the subject calendar
year without regard to such fiscal year.

     E.     FINALITY OF STATEMENTS.  SEE PAGE 5A

                                       5
<PAGE>

ARTICLE 5(B) CENTER EXPENSES.

Notwithstanding anything contained in this Lease to the contrary, the amount
Tenant is obligated to pay on an annualized basis for Center Expenses shall not
(i) exceed $13.20 per square foot per annum for the first twelve (12) months of
the Term, or (ii) commencing with the first anniversary of the Commencement
Date, increase by more than five percent (5%) (the "Cap Percentage") from one
such year to the following year provided, however, if for any one year to the
following year the increase is less than the Cap Percentage, then the difference
may be applied to any future increase(s) from one year to the next year such
that the cap applicable to that future year-to-year increase(s) in Center
Expenses may be higher than the Cap Percentage and, further, the amount of
Center Expenses that falls outside the Cap Percentage for a year may be included
in the unused portion of a future year's Cap Percentage.

ARTICLE 5(E) FINALITY OF STATEMENTS.

By notice to Landlord within one (1) year after Tenant shall have received a
Statement with respect to a particular calendar year, Tenant shall have the
right, at its sole cost and expense (unless the audit determines that Tenant was
overbilled by at least three percent (3%) in which event Landlord shall pay the
cost of such audit), through its agents and representatives, upon notice to
Landlord, to audit and inspect the books and records of Landlord with respect to
the Center Expenses at the Center for such year ("Tenant's Audit").  Tenant
shall reimburse Landlord for any photocopying done at Landlord's or Landlord's
agent's office in connection therewith.  Tenant's Audit shall take place at such
time and location as may be reasonably determined by Landlord, and Tenant shall
have such audit right only once with respect to each Statement.  Unless Landlord
agrees to a longer period of time, Tenant's Audit shall be performed within
sixty (60) days after Tenant's notice to Landlord.  If an error in the amount of
such Center Expense charge billed to Tenant for such calendar year has been
made, there shall be a recalculation of Tenant's Center Expense charge for such
calendar year and an appropriate readjustment between Landlord and Tenant to
reflect any underpayment or overpayment by Tenant, provided Tenant notifies
Landlord within ninety (90) days after the audit of any error Tenant believes
exists in the Statement.

Notwithstanding the foregoing, Landlord shall have the right to challenge
Tenant's Audit in which event the matter shall be submitted to an independent
certified public accountant mutually acceptable to both parties.  Pending
resolution of the matter, Tenant shall pay the amounts as determined by
Landlord, subject to retroactive adjustment after the matter is resolved.

Tenant shall keep the results of all Tenant audits confidential.


                                       5A

<PAGE>

     F.     GENERAL MATTERS.  So long as Tenant's obligations hereunder are 
not materially adversely affected thereby, Landlord reserves the right to 
reasonably change, from time to time, the manner or timing of the foregoing 
payments. Although this Lease contemplates the computation of Taxes and 
Center Expenses on a cash basis, Landlord may make reasonable and appropriate 
accrual adjustments and Landlord reserves the right to change to a full 
accrual system of accounting.  In lieu of providing one Statement covering 
Taxes and Center Expenses, Landlord may provide separate statements at the 
same or different times. No delay by Landlord in providing the Statement (or 
separate statements) shall be deemed a default by Landlord or a waiver of 
Landlord's right to require payment of Tenant's obligations for actual or 
estimated Taxes or Center Expenses.

                                   ARTICLE 6

                  CONDITION OF PREMISES; OPENING FOR BUSINESS

     Tenant agrees to accept the Premises, Center, and any Systems and 
Equipment serving the Premises "as is," without any agreements, 
representations, understandings or obligations on the part of Landlord to 
perform any alterations, repairs or improvements except as may be expressly 
provided in Exhibit B hereto or elsewhere in this Lease  ("Landlord's Work"). 
Tenant does not accept the Premises subject to latent defects in the Premises 
of which Tenant notifies Landlord in writing within one hundred eighty (180) 
days after the Premises are delivered to Tenant. Tenant shall on or before 
the Commencement Date:  (i) demolish all existing tenants improvements, where 
applicable, and completely construct or remodel (as the case may be) the 
Premises and install a new storefront, storefront sign and trade fixtures in 
and for the same in accordance with the other provisions of this Lease, 
including, without limitation, Article 7, Exhibits B and C and the Rules 
("Tenant's Initial Work"), and (ii) open the Premises for business to the 
public, fully stocked and staffed and in compliance with all provisions of 
this Lease, including, without limitation, Article 8. Landlord may require 
that Tenant accept possession of the Premises and proceed with Tenant's 
Initial Work and/or the preparation and submission of plans therefor prior to 
the Commencement Date upon ten (10) days' advance notice. During any period 
that Tenant shall be permitted or required to enter the Premises prior to the 
Commencement Date (to plan or perform Tenant's Initial Work), Tenant shall 
comply with all terms and provisions of this Lease, except those provisions 
requiring the payment of Rent (other than such charges as Landlord may impose 
under Article 7 or Exhibit B). The parties agree that Tenant's obligations 
under this Article go to the essence of the parties' agreement hereunder, and 
that any failure to perform such obligations will result in damages to 
Landlord that are extremely difficult and impractical to determine and for 
which Landlord's remedies at law will not be adequate. Accordingly, as a fair 
and reasonable estimate and liquidation of Landlord's damages and not a 
penalty, if Tenant fails to complete Tenant's Initial Work and open the 
Premises for business in the manner required herein by the date which is 
thirty (30) days after the Commencement Date, Tenant shall pay Landlord as 
additional Rent an amount equal to 25% of the Minimum Rent then in effect 
prorated on a per diem basis until Tenant completes Tenant's Initial Work and 
so opens for business. Acceptance by Landlord of such liquidated damages 
shall not be deemed permission for Tenant to continue such violation, and 
shall not preclude Landlord from seeking any other remedy (other than 
damages) for such violation including, without limitation, specific 
performance or termination of this Lease or Tenant's right to possession as 
described in Article 22.

                                   ARTICLE 7

                     TRADE FIXTURES, ALTERATIONS AND LIENS

     A.     APPROVAL.  Tenant shall not attach any fixtures, equipment or 
other items to the Premises or make any additions, changes, alterations or 
improvements to the Premises or the Systems and Equipment serving the 
Premises, including without limitation Tenant's Initial Work described in 
Article 6 and Exhibit B hereto (all such work referred to collectively herein 
as the "Work"), without the prior written consent of Landlord.  Landlord 
shall not unreasonably withhold consent, except that Landlord reserves the 
right to withhold consent in Landlord's sole discretion for Tenant's Initial 
Work, and Work affecting the structure, safety or security of the Center or 
Premises, the Systems and Equipment, or the appearance of the Premises from 
any Common Areas. SEE PAGE 6A

     B.     CONDITIONS.  Landlord reserves the right to impose requirements 
as a condition of such consent or otherwise in connection with the Work, 
including without limitation, requirements that Tenant:  (i) submit for 
Landlord's prior written approval detailed plans and specifications prepared 
by licensed and competent architects and engineers, (ii) submit for 
Landlord's prior written approval the names, addresses and background 
information concerning all contractors, subcontractors and suppliers, (iii) 
obtain and post permits, and additional insurance, (iv) submit contractor, 
subcontractor and supplier lien waivers, (v) use union labor, and (vi) comply 
with such other reasonable requirements as Landlord may impose concerning the 
manner and times in which such Work shall be done and other aspects of the 
Work.  If Landlord consents or supervises, or recommends any suppliers, 
contractors, architects, or engineers, the same shall not be deemed a 
warranty as to the adequacy of the design, workmanship or quality of 
materials, or compliance of the Work with any Laws.

                                       6
<PAGE>

ARTICLE 7(A) APPROVAL.

Tenant may, without Landlord's consent, make alterations to the interior of the
Premises which do not affect the structural or storefront portions of the
Premises, or the plumbing, heating, ventilating, air-conditioning, mechanical,
or life-safety systems in the Premises, provided (i) the cost of said
alterations does not exceed TWENTY THOUSAND AND NO/100 DOLLARS ($20,000.00) in
any twelve (12) month period, and (ii) such alterations comply with all the
requirements of this Lease, including Exhibit B and Landlord's design criteria
for the Center, and do not materially alter the original design concept or
detrimentally affect the appearance of the Premises.  Tenant shall submit to
Landlord copies of all invoices documenting that the cost of such work does not
exceed such amount.

                                       6A
<PAGE>

     C.     PERFORMANCE OF WORK.  All Work shall be performed:  (i) in a 
first class, professional and workmanlike manner, (ii) only with materials 
that are new, high quality, and free of material defects, (iii) in accordance 
with plans and specifications approved by Landlord in advance in writing, 
(iv) not to adversely affect the Systems and Equipment or the structure of 
the Center, (v) diligently to completion and so as to minimize to the extent 
possible interference with other tenants and the operation of the Center, and 
(vi) in compliance with all Laws and other provisions of this Lease, 
including without limitation, Exhibit B and the Rules attached hereto as 
Rider One. If Tenant fails to perform the Work as required herein or the 
materials supplied fail to comply herewith or with the specifications 
approved by Landlord, and Tenant fails to cure such failure within 48 hours 
after notice by Landlord (except that notice shall not be required in 
emergencies), Landlord shall have the right to stop the Work until such 
failure is cured (which shall not be in limitation of Landlord's other 
remedies and shall not serve to abate the Rent or Tenant's other obligations 
under this Lease).

     D.     LIENS.  Tenant shall keep the Center, Premises and this Lease 
free from any mechanic's, materialman's or similar liens or encumbrances, and 
any claims therefor, in connection with any Work. Tenant shall give Landlord 
notice at least ten (10) days prior to the commencement of any Work (or such 
additional time as may be necessary under applicable Laws), to afford 
Landlord the opportunity of posting and recording appropriate notices of 
non-responsibility. Tenant shall remove any such claim, lien or encumbrance 
by bond or otherwise within sixty (60) days after notice by Landlord.  If 
Tenant fails to do so, Landlord may pay the amount or take such other action 
as Landlord deems necessary to remove such claim, lien or encumbrance, 
without being responsible for investigating the validity thereof.  The amount 
so paid and costs incurred by Landlord shall be deemed additional Rent under 
this Lease payable upon demand, without limitation as to other remedies 
available to Landlord. Nothing contained in this Lease shall authorize Tenant 
to do any act which shall subject Landlord's title to the Center or Premises 
to any such notices, liens or encumbrances whether claimed by operation of 
statute or other Law or express or implied contract. Any claim to a lien or 
encumbrance upon the Center or Premises arising in connection with any Work 
shall be null and void, or at Landlord's option shall attach only against 
Tenant's interest in the Premises and shall in all respects be subordinate to 
Landlord's title to the Center and Premises.

     E.     LANDLORD'S FEES AND COSTS.  Tenant shall pay Landlord such fees 
as Landlord may reasonably impose for utilities, trash removal, temporary 
barricades, hoisting and other matters in connection with the Work, or such 
fees therefor (if any) set forth in Exhibit B hereto.  Tenant shall also pay 
the reasonable cost of any outside engineer, architect or consultant retained 
by Landlord to review Tenant's work when Tenant's work includes structural 
changes, changes to life safety systems or may otherwise affect the Center's 
structure. Not-withstanding anything herein or in Exhibit B to the contrary, 
in no event shall Tenant's fees or chargebacks for the foregoing items, 
including without limitation all temporary facilities and other charges set 
forth in Exhibit B (except for barricades, if required), exceed the aggregate 
amount of $1.42 per square foot in connection with Tenant's Initial Work 
(provided that Tenant shall pay all incremental costs if Tenant utilizes 
Landlord's hoisting services outside Landlord's normal business hours).

                                   ARTICLE 8

                         USE AND OPERATING REQUIREMENTS

     A.     USE; COMPLIANCE WITH LAWS.  Tenant shall use the Premises for the 
purposes, specified in Article 1 (and Tenant shall use the Premises for all 
the purposes specified therein except that Tenant shall not be required to 
sell gift items or footwear in the Premises), and for no other purpose 
whatsoever, subject to and in compliance with all other provisions of this 
Lease, including without limitation the Rules attached as Rider One hereto. 
Tenant shall comply with all Laws relating to the Premises and Tenant's use 
thereof, including without limitation, Laws requiring the Premises to be 
closed on Sundays or any other days or hours, health, safety and building 
codes, and any permit or license requirements. Landlord makes no 
representation that the Premises are suitable for Tenant's purposes.

     B.     REQUIRED HOURS.  Tenant agrees to continuously operate and 
conduct its business in one hundred percent (100%) of the Premises during the 
Required Hours.  "Required Hours" herein shall mean those hours established 
from time to time by Landlord for the Center in general, in Landlord's sole 
discretion; provided, Landlord shall not require that Tenant open for 
business before 9:30 a.m. or remain open after 9:30 p.m., except:  (i) for 
holiday, seasonal or other special sales or promotions, or (ii) when at least 
one Major and a majority of the tenants at the Center will be open.  If 
Tenant desires to operate the Premises during additional hours beyond those 
required by Landlord hereunder, Tenant shall first obtain Landlord's written 
approval (which may be withheld in Landlord's sole discretion), and Tenant 
shall pay all additional costs and expenses and Landlord's reasonable charges 
in connection therewith, including, without limitation, any additional 
utilities, security services, cleaning and trash removal.  Without limiting 
the generality of the foregoing, Landlord reserves the right to close the 
Center on holidays or certain hours of holidays, including without 
limitation, New Year's Day, Easter, Thanksgiving and Christmas.

     C.     REQUIRED OPERATIONS.  Tenant shall conduct its business at all 
times in a first-class, professional and businesslike manner consistent with 
reputable business standards and practices, and such that a high reputation 
of the Center is developed and enhanced.  Tenant shall operate the Premises 
continuously, actively and diligently in a good faith manner designed to 
maximize Gross Sales. Tenant shall keep the Premises adequately staffed with 
well-trained personnel for efficient first class service, and adequately 
stocked with new "in season" merchandise in good condition and displayed in a 
professional and tasteful manner. Tenant agrees that storage and office space 
in the Premises shall be limited to that necessary for, and used in 
conjunction with, the business provided in Article 1 to be conducted in the 
Premises.  Sales and services permitted under Article 1 shall be provided 
only on a retail basis to the general public.  Tenant shall not use SEE PAGE 
7A the Premises for catalogue sales, except for incidental catalog sales.

                                       7
<PAGE>

ARTICLE 8(C) REQUIRED OPERATIONS.

OPENING CO-TENANCY.

1.   TERMS.  Notwithstanding anything to the contrary contained herein, IF on 
the Commencement Date, Victoria's Secret, Williams-Sonoma and Starbucks 
(third floor space only) and either Bennetton or American Eagle Outfitters 
(or Comparable Replacement Tenant, as hereinafter defined) are not open for 
business, THEN Tenant shall nonetheless be required to open for business, BUT 
Tenant shall pay to Landlord, in lieu of Minimum Rent and Percentage Rent, 
Substitute Rent (as hereinafter defined) until such time as the earlier of 
(a) the date the foregoing named tenants (or Comparable Replacement Tenant 
for Bennetton or American Eagle Outfitters), are open for business, and (b) 
the date on which Tenant first achieves monthly Gross Sales of at least 
$400.00 per square foot of the Premises, averaged over a six (6) consecutive 
month period of operation.

2.   DEFINITION OF SUBSTITUTE RENT.  "Substitute Rent" shall mean eight 
percent (8%) of each months Gross Sales and shall be payable in accordance 
with the terms and conditions above, in lieu of Minimum Rent and Percentage 
Rent only, and Tenant shall continue to pay all other Rent provided for in 
this Lease. Whenever applicable, Substitute Rent shall be payable on or 
before the fifteenth (15th) day of the following month and shall be 
accompanied by Tenant's statement of Gross Sales for the respective month.

3.   DEFINITION OF COMPARABLE REPLACEMENT TENANT.  "Comparable Replacement 
Tenant"  shall mean a mutually agreeable replacement tenant comparable, in 
national name recognition and quality of retail delivery, to any of the 
following examples:  Timberland; Guess; Talbots; Disney; Apothecaria: Banana 
Republic; Abercrombie & Fitch; Brooks Brothers; Pottery Barn; Barnes & Noble; 
J. Crew; Williams - Sonoma; Warner Brothers; Armani A/X; Ann Taylor; J. 
Peterman; Restoration hardware; Victoria's Secret; Bally's; Brookstone; Eddie 
Bauer; Body Shop; Crate & Barrel; Polo; Patagonia; Helly Hansen; Godiva; 
Sundance; Coach; Polo Sport; Gap; Old Navy; Nike Town; F.A.O. Schwartz; Cole 
Haan; Mark Shale; Harold's; Guess Kids; Talbot Kids; The Learning Store; 
Sharper Image; The Nature Company; Barney's; Crabtree & Evelyn; Tommy 
Hilfiger; and Nautica.

                                       7A
<PAGE>

     D.     TRADE NAME AND RADIUS RESTRICTIONS.  Except in the case of an 
assignment or sublet approved in writing by Landlord or not requiring such 
consent, Tenant shall conduct Tenant's business only under the trade name set 
forth in Article 1. Until the fifth (5th) anniversary of the Commencement 
Date, Tenant and Tenant's affiliates, owners and subsidiaries shall not 
directly or indirectly own, operate, control, engage or have a financial 
interest in any business similar to that authorized to be conducted hereunder 
(including a department or concession in another store), or use or permit the 
use of the same or similar trade names, within the area set forth in Article 
1, provided, however, that nothing herein shall prevent the operation of any 
of Tenant's existing stores under their present trade names, or require that 
Tenant violate any Law, prevent wholesale distribution from Tenant's 
corporate headquarters, prevent the distribution of Tenant's catalogues or 
prevent Tenant's standard, twice yearly, unadvertised retail sale of surplus 
non-seasonal items of merchandise from Tenant's corporate headquarters.

     E.     VIOLATION OF REQUIREMENTS.  The parties agree that Tenant's 
obligations under Articles 8(B) and 8(D) go to the essence of the parties' 
agreement hereunder, and that any failure to perform such obligations will 
result in damages to Landlord that are extremely difficult and impractical to 
determine and for which Landlord's remedies at law will not be adequate. 
Accordingly, as a fair and reasonable estimate and liquidation of Landlord's 
damages and not a penalty, if Tenant fails to perform any obligations under 
Articles 8(B) and 8(D) during any portion of any day of the Term, Tenant 
shall pay Landlord as additional Rent an amount equal to 30% of the Minimum 
Rent then in effect prorated on a per diem basis.  Acceptance by Landlord of 
such liquidated damages shall not be deemed permission for Tenant to continue 
such violation, and shall not preclude Landlord from seeking any other remedy 
(other than damages) for such violation including, without limitation, 
specific performance or termination of this Lease or Tenant's right to 
possession as described in Article 22. Notwithstanding the foregoing, IF 
Tenant fails to maintain the hours required hereunder by a period of less 
than sixty (60) minutes as to either opening or closing of its business in 
the Premises, such failure shall not be deemed a default hereunder and the 
foregoing additional Rent shall not be payable until Tenant has received two 
(2) notices of a late opening or early closing in any six (6) month period.

                                   ARTICLE 9

                   PROMOTION OF CENTER AND TENANT'S BUSINESS

     A.     MARKETING FUND.  Until the fifth (5th) anniversary of the
Commencement Date, Tenant shall pay Landlord a monthly Marketing Fund Charge in
the amount of 1/12 of $1.25 per square foot of the Premises (the fund created by
such charges and any similar charges paid by other tenants or parties shall be
referred to herein as the "Marketing Fund").  Landlord shall use the Marketing
Fund to promote, advertise and market the Center through television, radio,
newspaper or other media, or through other non-media promotions or events. 
Although Landlord may appoint a committee of representatives from one or more
tenants or Majors to advise Landlord concerning the use of the Marketing Fund,
Landlord reserves the right to use the Marketing Fund for the foregoing purposes
in Landlord's sole discretion.  

     B.     GRAND OPENING FUND.  Tenant shall also pay a non-recurring
supplemental Marketing Fund Charge equal to $1.00 per square foot of the
Premises no later than ten (10) days prior to the Commencement Date, IF AND ONLY
IF Tenant is scheduled to open on the Grand Opening (or, IF Tenant subsequently
actually opens on the Grand Opening, THEN Tenant shall pay such amount within
ten [10] days thereafter). which shall be used in connection with the promotion,
advertising and marketing of the Grand Opening of the Center.

     C.     TENANT ADVERTISING.  Tenant shall provide Landlord with evidence of
advertising costs as Landlord shall reasonably request from time to time. In any
of Tenant's advertising and publicity programs in the market area in which the
Center is located, Tenant shall include the Premises so as to receive at least
as much publicity as other stores owned or operated by Tenant in such market
area. All references to Landlord or the Center in such programs shall be in good
taste and shall identify the Center by the name designated by Landlord from time
to time.

     D.     LANDLORD'S EXPENSES.  Landlord shall be reimbursed out of the
Marketing Fund for all reasonable costs and expenses incurred by Landlord in
administering such Fund, including without limitation, costs for performing or
procuring services for audits, tax filings and bookkeeping, and the
compensation, benefits and related expenses for any marketing director and
staff, rental value of space in the Center used by the same, all office
equipment, utilities and supplies, postage and travel expenses in connection
therewith, and the cost of all Center advertisements and promotional and
marketing activities and events.

                                   ARTICLE 10

                                   UTILITIES

     A.     UTILITIES PROVIDED BY TENANT.    Tenant  shall: (i)  make 
application in Tenant's own name for all utilities not provided by Landlord, 
(ii)  comply with all utility company regulations for such utilities, 
including requirements for the installation of meters, and  (iii)  obtain 
such utilities directly from, and pay for the same when due directly to, the 
applicable utility company.   The term "utilities" for purposes hereof shall 
include but not be limited to electricity, gas, water, sewer, steam, fire 
protection, telephone and other communication and alarm services, HVAC, and 
all taxes or other charges thereon.   Tenant shall install and connect all 
equipment and lines required to supply such utilities to the extent not 
already available at or serving the Premises, or at Landlord's option shall 
repair, alter or replace any such existing items. Tenant shall maintain, 
repair and replace all such items, operate the same, and keep 

                                       8
<PAGE>

the same in good working order and condition, as further provided in Article 
11. Tenant shall not install any equipment or fixtures, or use the same, so 
as to exceed the safe and lawful capacity of any utility equipment or lines 
serving the same. The installation, alteration, replacement or connection of 
any utility equipment and lines shall be subject to the requirements for 
alterations of the Premises set forth in Article 7.  Tenant shall ensure that 
all HVAC equipment is installed and operated at all times in a manner to 
prevent roof leaks, damage, or noise due to vibrations or improper 
installation, maintenance or operation. Tenant shall at all times keep the 
Premises sufficiently heated or air-conditioned such that heated or chilled 
air is not drawn to or from the Premises.  Notwithstanding the foregoing, 
Landlord shall be responsible for (and Tenant shall have no responsibility 
for) installation, maintenance and operation of Landlord's Work and for the 
equipment required in connection with the furnishing of utilities by Landlord 
as set forth in Exhibit D.                       

     B.     UTILITIES PROVIDED BY LANDLORD.  Landlord reserves the right from
time to time to provide any or all utilities to the Premises. In such case,
Tenant shall pay such charges as Landlord may establish from time to time, which
Landlord may determine on a per square foot basis applicable to the square
footage of the Premises as a monthly charge, or which Landlord may determine
based on the quantity of utilities used or consumed at the Premises on a monthly
or other regular basis. Such charges shall not exceed the rates, if any, that
Landlord is permitted to charge pursuant to applicable Law and shall not exceed
the rate that Tenant would be charged directly by the applicable utility
company, plus Landlord's overhead (not to exceed fifteen percent [15%] of the
actual cost). In addition, if Landlord establishes charges based on consumption
or use:  (i) such charges shall not be in excess of the rate that Tenant would
be charged directly by the utility company serving the general area in which the
Center is located, (ii) if the Premises are separately metered for such
utilities, Tenant shall pay for amounts of such utilities based on such meters,
and (iii) if the Premises are not separately metered for such utilities, Tenant
shall pay for amounts of such utilities based on the reasonable estimates of
Landlord's engineer or consultant, or at Landlord's election, shall pay
Landlord's cost for installing separate meters, and shall thereafter pay based
on such meters.  If no such charges are established by Landlord, then the cost
of such utilities shall be included as part of Center Expenses.  Except to the
extent prohibited by applicable Law, Landlord may also impose a reasonable
administrativecharge to cover meter-reading and other overhead expenses.  All
such charges shall be payable as additional Rent ten (10) days after billed by
Landlord.  Landlord may discontinue providing any utilities then being provided
by Landlord upon ten (10) days' advance written notice to Tenant (in which case
Tenant shall obtain such utilities directly from the applicable utility
company).  If Landlord supplies ventilated air or chilled or heated air or water
for air-conditioning or heating of the Premises, Landlord may nevertheless
require that Tenant at Tenant's expense maintain, repair and replace any portion
of the systems and equipment therefor exclusively serving the Premises,
including without limitation any air handling equipment, ductwork and lines.

     C.     INTERRUPTIONS.  Landlord does not warrant that any utilities 
provided by Landlord will be free from shortages, failures, variations, or 
interruptions caused by repairs, maintenance, replacements, improvements, 
alterations, changes of service, strikes, lockouts, labor controversies, 
accidents, inability to obtain services, fuel, steam, water or supplies, 
governmental requirements or requests, or other causes beyond Landlord's 
reasonable control.  None of the same shall be deemed an eviction or 
disturbance of Tenant's use and possession of the Premises or any part 
thereof, or render Landlord liable to Tenant for abatement of Rent, or 
relieve Tenant from performance of Tenant's obligations under this Lease.  
Landlord in no event shall be liable for damages by reason of such shortage, 
failure, variation, or interruption, including without limitation, loss of 
profits, business interruption or other incidental or consequential 
damages. SEE PAGE 9A

                                   ARTICLE 11

                       MAINTENANCE AND REPAIR OF PREMISES

     A.     TENANT MAINTENANCE AND REPAIRS.  Tenant shall keep the Premises 
in good working order, repair and condition (which condition shall also be 
clean, sanitary, sightly and free of pests and rodents, and which repairs 
shall include necessary replacements and capital expenditures and compliance 
with all Laws now or hereafter adopted), except to the extent provided to the 
contrary in Article 14 respecting casualty damage. Tenant's obligations 
hereunder shall include but not be limited to Tenant's trade fixtures and 
equipment, security gates, ceilings, walls, storefront, entrances, signs, 
interior decorations, floor-coverings, wall-coverings, entry and interior 
doors, exterior and interior glass, plumbing fixtures, light fixtures and 
bulbs, keys and locks, fire extinguishers and fire protection systems, and 
equipment and lines for water, sewer (including free flow up to the common 
sewer line), HVAC, electrical, gas, steam, sprinkler and mechanical 
facilities, and other systems and equipment which serve the Premises 
exclusively whether located within or outside the Premises, and all 
alterations and improvements to the Premises whether installed by Landlord or 
Tenant. Tenant shall also at Landlord's option perform or reimburse Landlord 
for any repairs, maintenance and replacements to areas of the Center outside 
the Premises caused as a result of moving any furniture, fixtures, or other 
property to or from the Premises, or otherwise caused by Tenant or any other 
occupant of the Premises, or any of their employees, agents, invitees or 
contractors. Any repairs or other work by Tenant hereunder shall be deemed 
"Work" under Article 7, and shall be subject to all of the requirements 
thereunder, including Landlord's prior written approval.  Tenant shall 
provide Landlord with evidence that any Work required hereunder has been 
performed from time to time within five (5) days after Landlord's request 
therefor. SEE PAGE 9A

     B.     HVAC MAINTENANCE.  If the Premises are served exclusively by any
HVAC units or other systems or equipment, Tenant shall enter annual, written
maintenance contracts with competent, licensed contractors reasonably approved
or designated by Landlord. Such contracts shall include, and Tenant shall
require that such contractors provide:  (i) inspection, cleaning and testing at
least monthly for HVAC units and semi-annually for other systems and equipment
(or more frequently if required by applicable Law or if reasonably required by
Landlord), (ii) any servicing, maintenance, repairs and replacements of filters,
belts or other items determined to be necessary or appropriate as a result of
such inspections and tests, or by the manufacturers' warranty, service manual or
technical bulletins, or otherwise required to ensure proper and efficient

                                       9
<PAGE>

ARTICLE 10(C) INTERRUPTIONS.

Notwithstanding anything to the contrary contained herein, if, as a result of
the negligence of Landlord, its agents or employees, there is an interruption or
discontinuance in the furnishing by Landlord of any utilities to the Premises
which results in Tenant being unable to operate at the Premises, and Tenant is
closed at the Premises, for a period in excess of three (3) consecutive full
days after notice to Landlord by Tenant, the Minimum Rent required under this
Lease shall abate from the end of such period until the earlier of the date
Tenant reopens at the Premises or such time as utility service is restored such
that Tenant is again reasonably able to operate at the Premises, except such
abatement shall not apply to the extent such Rent is reimbursable by rent (or
business interruption) insurance carried by, or required to be carried by,
Tenant.

ARTICLE 11(A) TENANT MAINTENANCE AND REPAIRS.

Notwithstanding anything contained in Article 11(A) to the contrary, Tenant
shall not be responsible for the performance of any structural changes or
structural repairs to the Premises or changes to the Center's building systems
required by Law unless arising out of (i) Tenant's specific use or operations at
the Premises, (ii) any act or omission of Tenant, or (iii) any improvement,
alteration, addition or other work to the Premises made by Tenant.  The
foregoing does not in an way relieve Tenant from any responsibility to pay
Tenant's Proportionate Share of Center Expenses as provided in this Lease.

                                       9A
<PAGE>

operation, including emergency work, (iii) all other work as shall be reasonably
required by Tenant, Landlord or Landlord's insurance carriers, (iv) a detailed
record of all services performed, and (v) an annual service report at the end of
each calendar year (Tenant shall provide Landlord with a copy of such annual
reports promptly upon Tenant's receipt thereof).  Not later than thirty (30)
days prior to the Commencement Date and annually thereafter, Tenant shall
provide Landlord with a copy of all maintenance contracts required hereunder,
and written evidence reasonably satisfactory to Landlord that the annual fees
therefor have been paid. Such maintenance contracts represent part of Tenant's
obligations under this Article, and shall not be deemed to limit Tenant's
general obligations to keep any HVAC equipment and other systems and equipment
hereunder in good working order, repair and condition as further described in
Paragraph A, above.

     C.     SHARED EQUIPMENT.  

     D.     LANDLORD MAINTENANCE AND REPAIRS.  Landlord shall keep the Common
Areas, the roof above, foundation, exterior walls other than storefront, common
utility lines and other building systems if installed by Landlord to the point
of connection for Tenant, and structural portions of the Premises in good
working order and repair (the cost of which shall be included in Center
Expenses, to the extent described in Article 28), provided that Tenant shall
give Landlord reasonable prior notice of the necessity for such repairs, and
further provided that any damage thereto shall not have been caused by any act
or omission of, or violation of this Lease by, Tenant or any other occupant of
the Premises, or any of their employees, agents, or contractors, in which event
Landlord may perform or require that Tenant perform such repairs as provided
above (without limiting Landlord's other remedies therefor).

                                   ARTICLE 12

                                  COMMON AREAS

     A.     USE OF COMMON AREAS.  Tenant may use the Common Areas to which, and
for the purposes for which, other tenants at the Center are given access during
the Term, subject to the following conditions:

     (1)    The Common Areas shall be used by Tenant and Tenant's employees and
invitees on a non-exclusive basis in common with employees and invitees of
Landlord and other tenants and parties to whom the right to use the Common Areas
has been or is hereafter granted.

     (2)    Tenant shall not directly or indirectly conduct business in the
Common Areas or make any use of the Common Areas which interferes in any way
with the use of the Common Areas by other parties.

     (3)    Tenant's use of the Common Areas shall be subject to the other
provisions of this Lease, including without limitation, the Rules attached as
Rider One hereto.

     (4)    Tenant's right to use the Common Areas shall terminate upon the
expiration or earlier termination of this Lease or Tenant's right to possession
of the Premises.

     B.     COMMON AREA MAINTENANCE AND CONTROL.  Landlord shall administer,
operate, clean, maintain and repair the Common Areas, and Tenant shall pay
Tenant's Proportionate Share of Landlord's costs therefor as part of Center
Expenses. Landlord reserves the right at all times to determine the nature and
extent of all Common Areas, and shall have exclusive control and management
thereof (except to the extent that Majors or other parties own or control
portions thereof). Landlord shall have the right to close all or a portion of
the Common Areas to discourage non-customer parking or prevent a dedication
thereof to public use or otherwise prevent the acquisition of public rights in
such areas, and shall have the right to take such other actions as are further
described in Article 21.  Landlord reserves the right to use, permit or deny the
use of the Common Areas for any purpose which in Landlord's sole opinion may be
in the best interests of the Center, including without limitation promotions,
events, exhibits, displays, shows and other activities, provided that such use
does not materially, adversely interfere with visibility of the Premises from
the Common Areas or access to the Premises.                       

     C.     INTERRUPTION OF SERVICES OR USE.  Landlord does not warrant that
any services to, or any use of, the Common Areas will be free from shortages,
failures, variations, or interruptions caused by repairs, maintenance,
replacements, improvements, alterations, changes of service, strikes, lockouts,
labor controversies, accidents, inability to obtain services, fuel, steam, water
or other utilities or supplies, governmental requirements or requests, or other
causes beyond Landlord's reasonable control.  None of the same shall be deemed
an eviction or disturbance of Tenant's use and possession of the Premises or any
part thereof, or render Landlord liable to Tenant for abatement of Rent, or
relieve Tenant from performance of Tenant's obligations under this Lease.
Landlord in no event shall be liable for damages by reason of such shortages,
failures, variations or interruptions, including without limitation loss of
profits, business interruption or other incidental or consequential damages. SEE
PAGE 10A

                                       10
<PAGE>

ARTICLE 12(C) INTERRUPTIONS OF SERVICES OR USE.

Notwithstanding anything to the contrary contained in Article 12(C), if, as a
result of the negligence of Landlord, its agents or employees, there is an
interruption or discontinuance in the furnishing by Landlord of Common Area
services which results in Tenant being unable to operate at the Premises, and
Tenant is closed at the Premises, for a period in excess of three (3)
consecutive full days after notice from Tenant to Landlord, the Minimum Rent
required under this Lease shall abate from the end of such period until the
earlier of the date Tenant reopens at the Premises or such time as the Common
Area services are restored such that Tenant is again reasonably able to operate
at the Premises, except such abatement shall not apply to the extent such Rent
is reimbursable by rent (or business interruption) insurance carried by, or
required to be carried by, Tenant.

                                       10A
<PAGE>

     D.     DEFINITION OF COMMON AREAS.  The term "Common Areas" herein means
all areas of the Center which are now or hereafter made available by Landlord
from time to time for the general use or benefit of Landlord, any Majors, other
tenants at the Center, other parties to whom the right to use the Common Areas
has been or is hereafter granted, and their employees and invitees, as such
areas currently exist and as they may be changed from time to time.  Without
limiting the generality of the foregoing, the Common Areas may include, as
designated by Landlord from time to time, any parking areas and structures
(whether in tiers or at, above or below grade), mall enclosures and roofs
covering Center buildings, entrances, sidewalks, streets or roadways,
passageways, concourses, courts, arcades, service corridors, loading platforms
and truck docks, delivery areas, escalators and elevators, ramps, stairs,
landscaped and vacant areas, pedestrian bridges, skywalks, skybridges, arrival
zones, public bathrooms, information and telephone booths, directory signs and
equipment, common lighting facilities, drainage areas, lounges and shelters,
package pick-up stations, drinking fountains, public comfort and first aid
stations, public meeting rooms, auditoriums, bus stops, taxi stands, and all
furniture, decorations, fixtures, improvements, Systems and Equipment, and other
facilities, located in or serving any of the foregoing, except to the extent
reserved for use by one or more designated tenants.

                                   ARTICLE 13

                  INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS

     A.     REQUIRED INSURANCE.  Tenant shall maintain during the Term:  (i)
commercial general liability insurance, with a contractual liability endorsement
covering Tenant's indemnity obligations under this Lease, and with limits of not
less than $2,000,000 combined single limit for bodily injury, death, or property
damage or destruction (including loss of use thereof) per occurrence, including
liquor legal liability where appropriate, (ii) workers' compensation insurance
as required by statute, and employer's liability insurance in the amount of at
least $500,000 per occurrence, and  (iii) "all-risk" property damage insurance
("Hazard Insurance") covering Tenant's inventory, personal property,  furniture,
floor coverings, fixtures and equipment, and all Work installed by Tenant for
damage or other loss caused by fire or other casualty or cause including, but
not limited to, vandalism and malicious mischief, theft, explosion, business
interruption, and water damage of any type, including sprinkler leakage,
bursting and stoppage of pipes.  All insurance required hereunder shall be
provided by responsible insurers rated at least A and 10 in the then current
edition of Best's Insurance Guide and shall be licensed in the State in which
the Center is located.  Tenant's property damage insurance shall include full
replacement cost coverage and the amount shall satisfy any coinsurance
requirements under the applicable policy. Tenant's insurance shall be primary,
and any insurance maintained by Landlord or any other additional insureds
hereunder shall be excess and noncontributory.  Landlord shall have the right,
consistent with industry standards, to reasonably increase the amount or expand
the scope of insurance to be maintained by Tenant hereunder from time to time.

     B.     CERTIFICATES, SUBROGATION AND OTHER MATTERS.  Tenant shall provide
Landlord with certificates evidencing the coverage required hereunder (and, with
respect to liability coverage showing Landlord and Landlord's managing agent for
the Center and others designated by Landlord as additional insureds, and with
respect to leasehold improvements showing Landlord as an additional insured).
Tenant shall provide such certificates prior to the Commencement Date or
Tenant's possession of the Premises or construction of improvements therein
(whichever first occurs).  Tenant shall provide renewal certificates to Landlord
at least thirty (30) days prior to expiration of such policies. Such
certificates shall state that the coverage may not be changed or cancelled
without at least thirty (30) days' prior written notice to Landlord.  The
parties mutually hereby waive all rights and claims against each other for all
losses covered by their respective personal insurance policies, and waive all
rights of subrogation of their respective insurers.  The parties agree that
their respective personal insurance policies are now, or shall be, endorsed so
that such waivers of subrogation shall not affect their respective rights to
recover thereunder.

     C.     WAIVER OF CLAIMS.  SEE PAGE 11A

                                       11
<PAGE>


ARTICLE 13(C) WAIVER OF CLAIMS.

Landlord and Tenant mutually agree that with respect to any loss suffered by one
of the parties (the "Loss Party") which is covered by the Hazard Insurance that
the Loss Party actually maintains or was required to maintain under this Lease,
the Loss Party releases the other party (the "Other Party") of and from any and
all claims with respect to such loss to the extent of the amount of the Hazard
Insurance the Loss Party was required to maintain or did maintain (whichever is
higher) with respect thereto; and the parties further mutually agree that, in
the event of the foregoing, the Loss Party's insurance company shall have no
right of subrogation against the Other Party on account thereof.  Nothing in
this section shall be deemed to modify or otherwise affect releases of claims by
the parties contained elsewhere in this Lease.

                                       11A
<PAGE>

                                    ARTICLE 14

                                  CASUALTY DAMAGE

     A.     RESTORATION BY LANDLORD.  If the Premises shall be damaged by fire
or other casualty, Landlord shall use available insurance proceeds to repair the
Premises, except that Landlord shall not be required to repair or replace any of
Tenant's furniture, furnishings, fixtures or equipment, or any alterations or
improvements in excess of any Landlord's Work under Exhibit B hereto, and
Landlord's obligations shall be subject to any governmental requirements or
requirements of any Mortgagee(s) and such Mortgagee's right to control, apply or
withhold such insurance proceeds.  Landlord shall not be liable for any
inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's
business resulting in any way from such damage or the repair thereof.

     B.     RESTORATION BY TENANT.  If Landlord repairs the Premises as
provided herein, Tenant shall repair and replace Tenant's Work, all items
required to be insured by Tenant hereunder, and all other items required to
restore the Premises to the condition required under Article 11 of this Lease.
Tenant shall commence such work within ten (10) days following substantial
completion by Landlord of any repairs required by Landlord hereunder and shall
proceed diligently therewith to completion.  Tenant's work hereunder shall
constitute "Work" under Article 7 and shall be subject to all of the provisions
thereof.  Tenant may close the Premises for business to the extent reasonably
required in connection with such Work.

     C.     ABATEMENT OF RENT.  Landlord shall allow Tenant a proportionate
abatement of Minimum Rent from the date of the casualty through the earlier of
(i) the date which is seventy-five (75) days after the date that Landlord
substantially completes Landlord's repair obligations hereunder (or the date
that Landlord would have substantially completed such repairs, but for delays by
Tenant, its agents, employees, invitees, Transferees and contractors), and (ii)
the date Tenant actually reopens for business in the Center, provided such
abatement:  (i) shall apply only to the extent the Premises are untenantable for
the purposes permitted under this Lease and not used by Tenant as a result
thereof, based proportionately on the square footage of the Premises so affected
and not used, and (ii) shall not apply if Tenant or any other occupant of the
Premises, or any of their employees, agents, invitees or contractors cause the
damage.

     D.     TERMINATION OF LEASE.  Notwithstanding the foregoing to the
contrary, Landlord may elect to terminate this Lease, if the Center is
materially damaged by Tenant or any other occupant of the Premises, or any of
their agents, employees, invitees or contractors, or if the Center is damaged by
fire or other casualty or cause such that:  (a) more than 25% of the Premises is
affected by the damage, (b) the damage occurs less than one year prior to the
end of the Term, (c) any Mortgagee(s) requires that the insurance proceeds or
any portion thereof be applied to the Mortgage debt (or terminates the ground
lease, as the case may be), or the damage is not fully covered by Landlord's
insurance policies, or (d) in Landlord's reasonable opinion, the cost of the
repairs, alterations, restoration or improvement work would exceed 25% of the
replacement value of the Center or of the portion thereof owned or ground leased
by Landlord (whether or not the Premises are affected). In any such case,
Landlord may terminate this Lease by notice to Tenant within 120 days after the
date of damage (such termination notice to include a termination date providing
at least thirty (30) days for Tenant to vacate the Premises).  Tenant agrees
that Landlord's obligation to restore, and the abatement of Rent provided
herein, shall be Tenant's sole recourse in the event of such damage, and waives
any other rights Tenant may have under any applicable Law to terminate this
Lease by reason of damage to the Premises or Center. SEE PAGE 12A

                                   ARTICLE 15

                                  CONDEMNATION

     If at least 20% of the rentable area of the Premises shall be taken by
power of eminent domain or condemned by a competent authority or by conveyance
in lieu thereof for public or quasi-public use ("Condemnation"), including any
temporary taking for a period of one year or longer, this Lease shall terminate
on the date possession for such use is so taken.  If:  (i) less than 20% of the
Premises is taken, but the taking includes a material portion of the Center or
of the portion thereof owned or ground leased by Landlord, or (ii) the taking is
temporary and will be in effect for less than one year but more than thirty (30)
days, then in either such event, Landlord or Tenant may elect to terminate this
Lease upon at least thirty (30) days' prior written notice to the other party. 
The parties further agree that:  (a) if this Lease is terminated, all Rent shall
be apportioned as of the date of such termination or the date of such taking,
whichever shall first occur, (b) if the taking is temporary, Rent shall be
abated for the period of the taking (but the Term shall not be extended
thereby), and (c) if this Lease is not terminated but any part of the Premises
is taken, the Minimum Rent, Breakpoint, Taxes, Center Expenses, and Marketing
Fund Charge shall be proportionately abated based on the square footage of the
Premises so taken.  Landlord shall be entitled to receive the entire award or
payment in connection with such Condemnation and Tenant hereby assigns to
Landlord any interest therein for the value of Tenant's unexpired leasehold
estate or any other claim and waives any right to participate therein, except
that Tenant shall have the right to file any separate claim available to Tenant
for moving expenses and any taking of Tenant's personal property, and leasehold
improvements installed and paid for by Tenant without reimbursement by Landlord,
provided such award is separately payable to Tenant and does not diminish the
award available to Landlord or any Mortgagee(s).

                                       12
<PAGE>

ARTICLE 14(D) TERMINATION OF LEASE.

(a)  Notwithstanding anything to the contrary herein contained, in the event the
     Premises are damaged by fire, explosion or other casualty or occurrence to
     the extent of thirty percent (30%) or more of their insurable value at any
     time during the final twenty-four (24) calendar months of the Term of this
     Lease, then Tenant may elect to terminate this Lease by written notice to
     Landlord given within thirty (30) days after the happening of the event
     causing the damage.

(b)  Further, Landlord agrees that in the exercise of its rights under clauses
     (a) and (d) of this Article 14(D), Landlord shall not terminate this Lease
     unless the leases of the two (2) tenants whose premises are located on each
     side of and most immediately adjacent to the Premises are also terminated
     (provided such tenants' lease allow for termation by Landlord) or such
     spaces have been vacated or are otherwise vacant.

(c)  In the event of any fire, explosion or other casualty or occurrence in
     which:  (i) the Premises shall be damaged to the extent of more than fifty
     percent (50%) of the insurable value, and (ii) the Center (excluding any
     Major) is damaged to the extent of fifty percent (50%) or more of the
     insurable value; or in the event of any such damage in which the damage is
     caused by an occurrence not covered by the insurance that Landlord carries,
     then, unless Landlord elects to and does exercise its right to terminate
     this Lease, Landlord shall use reasonable efforts to give written notice to
     Tenant within thirty (30) days after such damage as to the approximate
     length of time Landlord will require in order to restore the Premises.  If
     Landlord informs Tenant in such notice that it will take longer than twelve
     (12) months after receipt by Landlord of insurance proceeds for any reason
     other than Unavoidable Delays, Tenant may terminate this Lease upon thirty
     (30) days prior written notice to Landlord given after receipt of such
     notice.  Further, if such restoration is not completed within twelve (12)
     months after receipt by Landlord of insurance proceeds for any reason other
     than Unavoidable Delays, Tenant may terminate this Lease upon thirty (30)
     days prior written notice to Landlord given after the expiration of said
     twelve (12) month period but prior to the completion of such restoration
     work by Landlord.  In the event of any such termination, both Landlord and
     Tenant shall be relieved of their respective obligations under this Lease,
     saving and excepting those obligations accruing before the date of such
     termination.

(d)  If the Center is damaged to the extent of fifty percent (50%) or more of
     the insurable value hereof, and Landlord, due to reasons other than
     Unavoidable Delays, does not commence reconstruction of such damage within
     one hundred fifty (150) days after the date of such casualty and, due to
     reasons other than Unavoidable Delays, does not thereafter diligently
     proceed to complete such reconstruction within twelve (12) months after
     receipt by Landlord of insurance proceeds relative thereto, Tenant may
     terminate this Lease upon no less than thirty (30) days prior written
     notice to Landlord given after receipt of such notice.  Further, if such
     restoration is not completed within a twelve (12) month period after
     receipt by Landlord of insurance proceeds, due to reasons other than
     Unavoidable Delays.  Tenant may terminate this Lease, upon no less than
     thirty (30) days prior written notice to Landlord given after the
     expiration of said one hundred fifty (150) day period but prior to the
     completion of such restoration work by Landlord.  In the event of any such
     termination, both Landlord and Tenant shall be relieved of their respective
     obligations under this Lease, saving and excepting those obligations
     accruing before the date of such termination.

                                       12A
<PAGE>

                                    ARTICLE 16

                               RETURN OF POSSESSION

     At the expiration or earlier termination of this Lease or Tenant's right of
possession, Tenant shall surrender possession of the Premises in broom-clean
condition and good repair (ordinary wear and tear and damage by casualty
excepted), free of debris, and otherwise in the condition required under Article
11, and shall ensure that all signs, vaults, safes, shelving, showcases,
mirrors, and movable trade fixtures and personal property have been removed
therefrom (subject to Article 36) and that any damage caused thereby has been
repaired.  All leasehold improvements and other fixtures, such as light fixtures
and HVAC equipment, plumbing fixtures, hot water heaters, fire suppression and
sprinkler systems, wall coverings, carpeting and drapes, in or serving the
Premises, whether installed by Tenant or Landlord, shall be Landlord's property
and shall remain, all without compensation, allowance or credit to Tenant. 
However, if prior to installation of such items Landlord so directs by notice,
Tenant shall promptly remove such of the foregoing items as are designated in
such notice and repair any damage to the Premises caused by such removal.  If
Tenant shall fail to perform any repairs or restoration, or fail to remove any
items from the Premises as required hereunder, Landlord may do so after at least
ten (10) days prior written notice to, and Tenant shall pay Landlord the cost
thereof upon demand.  All property removed from the Premises by Landlord
hereunder may be handled, discarded or stored by Landlord at Tenant's expense,
and Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof.  All such property shall at Landlord's option be
conclusively deemed to have been conveyed by Tenant to Landlord as if by bill of
sale without payment by Landlord.  If Landlord arranges for storage of any such
property, Landlord shall have a lien against such property for costs incurred in
removing and storing the same.

                                   ARTICLE 17

                                  HOLDING OVER

     Tenant shall pay Landlord 150% of the amount of Rent then applicable
prorated on a per diem basis for each day Tenant shall retain possession of the
Premises or any part thereof after expiration or earlier termination of this
Lease, together with all damages sustained by Landlord on account thereof. The
foregoing provisions shall not serve as permission for Tenant to hold-over, nor
serve to extend the Term (although Tenant shall remain a tenant at sufferance,
bound to comply with all provisions of this Lease until Tenant vacates the
Premises).  Landlord shall have the right, at any time after expiration or
earlier termination of this Lease or Tenant's right to possession, to reenter
and possess the Premises and remove all property and persons therefrom, and
Landlord shall have such other remedies for holdover as may be available to
Landlord under other provisions of this Lease or applicable Laws.

                                   ARTICLE 18

               SUBORDINATION, ATTORNMENT AND MORTGAGEE PROTECTION

     This Lease is subject and subordinate to all Mortgages now or hereafter
placed upon the Center, and all other encumbrances and matters of public record
applicable to the Center, including without limitation, any reciprocal easement
or operating agreements, covenants, conditions and restrictions (and Tenant
shall not act or permit the Premises to be operated in violation thereof),
provided, however, Tenant shall not be required to subordinate to a Mortgage
that is entered into with a new mortgagee after the date of this Lease unless
Tenant is furnished with a non-disturbance agreement from the Mortgagee on
Mortgagee's standard form or a form which is otherwise reasonably acceptable to
the Mortgagee, provided furnishing such non-disturbance agreement shall not be a
condition to Tenant's subordination to the Mortgage if Tenant is in default. If
any foreclosure or power of sale proceedings are initiated by any Mortgagee(s)
or a deed in lieu is granted (or if any ground lease is terminated), Tenant
agrees, upon written request of any such Mortgagee(s) or any purchaser at such
sale, to attorn and pay Rent to such party and to execute and deliver any
instruments necessary or appropriate to evidence or effectuate such attornment.
In the event of attornment, no Mortgagee(s) shall be:  (i) liable for any act or
omission of Landlord, or subject to any offsets or defenses which Tenant might
have against Landlord (prior to such Mortgagee(s) becoming Landlord under such
attornment), (ii) liable for any security deposit or bound by any prepaid Rent
not actually received by such Mortgagee(s), or (iii) bound by any future
modification of this Lease not consented to by such Mortgagee(s). Any
Mortgagee(s) may elect to make this Lease prior to the lien of its Mortgage, and
if the Mortgagee(s) under any prior Mortgage shall require, this Lease shall be
prior to any subordinate Mortgage; such elections shall be effective upon
written notice to Tenant.  Tenant agrees to give any Mortgagee(s) by certified
mail, return receipt requested, a copy of any notice of default served by Tenant
upon Landlord, provided that prior to such notice Tenant has been notified in
writing (by way of service on Tenant of a copy of an assignment of leases, or
otherwise) of the name and address of such Mortgagee(s).  Tenant further agrees
that if Landlord shall have failed to cure such default within the time
permitted Landlord for cure under this Lease, any such Mortgagee(s) whose
address has been so provided to Tenant shall have an additional period of thirty
(30) days in which to cure (or such additional time as may be required due to
causes beyond such Mortgagee's control, including time to obtain possession of
the Center by power of sale or judicial action).  The provisions of this Article
shall be self-operative; however, Tenant shall execute such documentation as
Landlord or any Mortgagee(s) may request from time to time in order to confirm
the matters set forth in this Article in recordable form.  To the extent not
expressly prohibited by Law, Tenant waives the provisions of any Law now or
hereafter adopted which may give or purport to give Tenant any right or election
to terminate or otherwise adversely affect this Lease or Tenant's obligations
hereunder if such foreclosure or power of sale proceedings are initiated,
prosecuted or completed.

                                       13
<PAGE>

                                   ARTICLE 19

                              ESTOPPEL CERTIFICATE

     Tenant shall from time to time, within fifteen (15) days after written
request from Landlord, execute, acknowledge and deliver a statement:  (i)
certifying that this Lease is unmodified and in full force and effect or, if
modified, stating the nature of such modification and certifying that this Lease
as so modified, is in full force and effect (or if this Lease is claimed not to
be in force and effect, specifying the ground therefor) and the dates to which
the Minimum Rent, Percentage Rent and other charges hereunder have been paid,
and the amount of any Security Deposit, (ii) acknowledging that there are not,
to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder,
or specifying such defaults if any are claimed, and (iii) certifying such other
matters as Landlord may reasonably request, or as may be reasonably requested by
Landlord's current or prospective Mortgagees, insurance carriers, auditors, and
prospective purchasers. Any such statement may be relied upon by any such
parties.  If Tenant shall fail to execute and return such statement within the
time required herein, Tenant shall be deemed to have agreed with the matters set
forth in clauses (i), (ii), and (iii) above, and Landlord acting in good faith
shall be authorized as Tenant's attorney-in-fact to execute such statement on
behalf of Tenant (which shall not be in limitation of Landlord's other remedies
therefor).

                                   ARTICLE 20

                           ASSIGNMENT AND SUBLETTING

     A.     TRANSFERS.  Tenant acknowledges that Landlord has entered this
Lease in order to obtain the unique attraction of Tenant's trade name, the
unique services and/or merchandising mix and product lines associated with
Tenant's business and the unique combination of Tenant's apparent operating
expertise and financial integrity. Tenant shall not, without the prior written
consent of Landlord, which consent shall not be unreasonably withheld:  (i)
assign, mortgage, pledge, hypothecate, encumber, permit any lien to attach to,
or otherwise transfer, this Lease or any interest hereunder, by operation of law
or otherwise, (ii) sublet the Premises or any part thereof, or extend, renew or
modify any sublease, or (iii) permit the use of the Premises by any parties
other than Tenant and its employees, whether as licensee, concessionaire,
franchisee or otherwise (all of the foregoing are hereinafter referred to
collectively as "Transfers" and any party to whom any Transfer is made or sought
to be made is hereinafter referred to as a "Transferee").  Any Transfer made
without complying with this Article shall, at Landlord's option, be null, void
and of no effect (which shall not be in limitation of Landlord's other
remedies). Whether or not Landlord grants consent, Tenant shall pay $750.00
towards Landlord's review and processing expenses, as well as any reasonable
legal fees incurred by Landlord in connection therewith. SEE PAGE 14A

     B.     PROCEDURE.  If Tenant shall desire Landlord's consent to any
Transfer, Tenant shall notify Landlord, which notice shall include:  (a) a
reference to the Center, Premises and this Lease, (b) the name and address of
the proposed Transferee and a detailed description of the business operation
proposed to be conducted in the Premises, (c) the proposed effective date (which
shall not be less than 45 nor more than 180 days after Tenant's notice), (d) the
terms of the proposed Transfer, a copy of all documentation pertaining thereto,
and a detailed description of any alterations to the Premises required in
connection with the Transfer, and (e) current financial statements of the
proposed Transferee certified by an officer, partner or owner thereof.

     C.     CONSENT.  If Landlord consents to a Transfer:  (a) the terms and
conditions of this Lease shall in no way be deemed to have been waived or
modified, including without limitation, the purposes for which the Premises
shall be used under Article 1, (b) Tenant shall remain fully liable for all
obligations under this Lease, including without limitation, those obligations
arising before and after the Transfer, and any assignee shall expressly assume
all of Tenant's obligations, (c) such consent shall not be deemed consent to any
further Transfer by either Tenant or a Transferee, and (d) Tenant shall deliver
to Landlord promptly after execution, an original executed copy of all
documentation pertaining to the Transfer in form reasonably acceptable to
Landlord.  Any sublease hereunder shall be subordinate and subject to the
provisions of this Lease, and if this Lease shall be terminated during the term
of any sublease, Landlord shall have the right to:  (i) treat such sublease as
cancelled and repossess the Premises by any lawful means, or (ii) require that
such subtenant attorn to and recognize Landlord as its landlord under any such
sublease. If Tenant shall Default hereunder, Landlord is hereby irrevocably
authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to
make all payments under or in connection with the Transfer directly to Landlord
(which Landlord shall apply towards Tenant's obligations under this Lease).

     D.     RECAPTURE.  Notwithstanding anything to the contrary contained in
this Article, Landlord shall have the option, by giving notice to Tenant within
thirty (30) days after receipt of Tenant's notice of any proposed Transfer
(which may be delivered to Landlord prior to Tenant's marketing of the
Premises), to recapture the Premises. Such recapture notice shall cancel and
terminate this Lease as of the date stated in Tenant's notice as the effective
date of the proposed Transfer, unless Tenant revokes Tenant's notice of proposed
Transfer by notice to Landlord within ten (10) days after Landlord's notice of
recapture.

                                       14
<PAGE>

ARTICLE 20(A) TRANSFERS.

Landlord shall not unreasonably withhold consent to an assignment of this Lease
PROVIDED:

     (i)    that such assignment or transfer shall in no manner relieve Tenant
of any of the obligations undertaken by it under the Lease;

     (ii)   the same shall not be binding on Landlord until a fully executed
copy of such assignment, the assumption of this Lease by the assignee, and such
other information regarding the assignment as Landlord may reasonably request
shall have been delivered to Landlord within twenty (20) days of Landlord's
request therefor, including but not limited to financial statements, bank
references, credit reports, and information concerning the proposed assignee's
character, reputation and business experience;

     (iii)  Tenant shall not then be in default under this Lease;

     (iv)   in each instance such succeeding entity shall assume in writing all
of the obligations of this Lease on the part of Tenant;

     (v)    the net worth of the succeeding entity immediately following such
assignment shall not be less than $3,000,000.00;

     (vi)   in exercising its reasonable approval, Landlord shall be entitled
to consider, among other things, the mix of tenants at the Center, the character
and reputation of both the Center and the proposed Transferee (taking into
account, among other things, the location of the Premises), the experience of
the proposed Transferee (which shall in no event consist of less than three [3]
years successful experience and positive EBITDA, as determined in Landlord's
reasonable business judgment, that demonstrates a sustainable business
operation) in operating a business of the type and character which is to be
operated in the Premises, and the financial ability of the proposed Transferee;
and

     (vii)  the Transferee shall operate under the trade name set forth in
Article 1 or such other trade name reasonably approved by Landlord.

                                       14A
<PAGE>

     E.     INCREASE IN MINIMUM RENT.  

     F.     CERTAIN TRANSFERS.  For purposes of this Lease, the term "Transfer"
shall also include the following, whether accomplished directly or indirectly: 
(a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary
or by operation of law, of a majority of the partners, or a transfer of a
majority of partnership interests, in the aggregate on a cumulative basis, or
the dissolution of the partnership, and (b) if Tenant is a closely held
corporation (i.e., whose stock is not publicly held and not traded through an
exchange or over the counter), the:  (i) dissolution, merger, consolidation or
other reorganization of Tenant, (ii) sale or other transfer of more than a
cumulative aggregate of 50% of the voting shares of Tenant (other than to
immediate family members by reason of gift or death) or (iii) sale, mortgage,
hypothecation or pledge of more than a cumulative aggregate of 50% of Tenant's
net assets.

                                   ARTICLE 21

                          RIGHTS RESERVED BY LANDLORD

     Except to the extent expressly limited herein, Landlord reserves full
rights to control the Center (which rights may be exercised without subjecting
Landlord to claims for constructive eviction, abatement of Rent, damages or
other claims of any kind), including more particularly, but without limitation,
the following rights:

     A.     ACCESS TO PREMISES.  Landlord and its authorized representatives
may upon reasonable notice to Tenant (which notice may be delivered to a store
manager of Tenant at the Premises, except as provided below), except in the case
of emergency, in which case no notice need be given: (i) inspect the Premises,
(ii) exhibit the Premises to current and prospective tenants, purchasers,
lenders, insurers, governmental authorities, and brokers, (iii) place in and
upon the Premises or such other places as may be determined by Landlord "For
Rent" signs or notices if Tenant shall abandon or vacate the Premises, (iv) upon
notice at the address set forth herein for Tenant notices, enter or permit entry
to the Premises in emergencies or for any other reasonable purpose, or for the
purpose of exercising any other rights or remedies expressly granted or reserved
to Landlord under this Lease or applicable Law, or to make any repairs,
maintenance, improvements or alterations, or other work in or about the Center,
and (v) upon notice at the address set forth herein for Tenant notices, in
connection therewith, erect scaffolding and temporary barricades and take into,
upon or through the Premises, materials required to perform the same, and if
reasonably required, move Tenant's leasehold improvements, fixtures, property
and equipment. However, in connection with entering the Premises to exercise any
of the foregoing rights, Landlord shall take reasonable steps to minimize any
interference with Tenant's business, and following completion of the work,
return Tenant's leasehold improvements, fixtures, property and equipment to the
original locations and condition to the fullest extent reasonably possible. SEE
PAGE 15A

     B.     RESERVED AREAS.  Landlord reserves all rights to use (or grant
other parties the right to use) and Tenant shall have no right, title or
interest in:  (i) the roof of the Center, (ii) exterior non-storefront portions
of the Premises (including, without limitation, demising walls and outer walls
of the area of the Center in which the Premises are located), (iii) air rights
above the Premises and rights to the land and improvements below the floor level
of the Premises, and (iv) areas within the Premises necessary for utilities,
services, safety and operation of the Center that will not materially interfere
with Tenant's use of the Premises, including the Systems and Equipment, fire
stairways, and space between the suspended ceiling of the Premises and the slab
of the floor or roof of the Center thereabove. If the Premises does not contain
a suspended ceiling, the Premises shall extend vertically to the height where,
in Landlord's reasonable opinion, a suspended ceiling would otherwise exist, and
Landlord reserves the right to install a suspended ceiling and use the area
thereabove.

     C.     REMEASUREMENT.  Landlord and Tenant each reserve the right to
remeasure the Premises at any time within sixty (60) days of the Commencement
Date .  All measurements shall be made from the outside of exterior walls, shaft
walls or corridors or the center of any common walls, without deduction for
columns, stairs or other interior construction or equipment, and shall include
any basements and mezzanines in the Premises. If any remeasurement determines
that the Premises contain a different number of square feet than set forth in
Article 1, the Minimum Rent, Breakpoint, Center Expenses, Taxes, Marketing Fund
Charge, and Security Deposit shall be adjusted retroactively and prospectively
on a pro rata basis to reflect the number of square feet determined by such
remeasurement.  Upon either party's request, the revised square footage shall be
confirmed in an amendment to this Lease signed by both parties.

     D.     ACCESS TO CENTER.  Landlord may prevent or restrict access to the
Center or designated portions thereof by such security procedures as Landlord
may from time to time impose on days and hours when the Center is, or portions
thereof are, closed for business to the public. Landlord reserves the right to
control, prevent access by and remove, any person whose presence in the judgment
of Landlord shall be prejudicial to the safety, character, reputation and
interests of the Center, or who in the judgment of Landlord, is intoxicated or
under the influence of liquor or drugs.

                                       15
<PAGE>

ARTICLE 21(A) ACCESS TO PREMISES.

If for a reason other than a violation of this Lease by Tenant, or the act,
omission or negligence of Tenant, Landlord performs work within the Premises and
such work causes interference to Tenant's business operations such that Tenant
cannot reasonably operate for business at the Premises, and does not operate at
the Premises, in excess of three (3) consecutive full days after notice to
Landlord, Minimum Rent under this Lease shall abate from the end of said period
until the earlier of the date Tenant reopens in the Premises or the date
Landlord's work diminishes or stops such that Tenant can again reasonably
operate for business within the Premises, except the aforesaid abatement shall
not apply to the extent Tenant carries, or is required to carry, rent insurance.

                                       15A

<PAGE>

     E.     EMERGENCY CLOSINGS.  Landlord shall have the right (but not the
obligation) to limit or prevent access to all or any portion of the Center, shut
down elevator and escalator service, activate emergency controls or procedures,
or otherwise take such action or preventive measures deemed necessary by
Landlord for the safety of tenants or other occupants of the Center or the
protection of the Center or other property located thereon or therein, in case
of fire or other casualty, riot or other civil disorder, strike or labor unrest,
public excitement or other dangerous condition, or threat thereof.

     F.     OTHER TENANTS.  Landlord reserves the right to lease any portion of
the Center to such other tenants as Landlord, in Landlord's sole discretion,
deems appropriate, whether or not engaged in the same or similar business for
which Tenant is permitted to use the Premises under this Lease. Tenant
acknowledges that Landlord has made no representations as to the presence of any
specific tenant or number or types of tenants at the Center as of or after the
Commencement Date, hours or days that such other tenants shall or may be open
for business, or gross sales which may be achieved by Tenant or any other
tenants at the Center. A vacation or abandonment of its premises or cessation of
business in the Center by any other tenant or occupant shall not release or
excuse Tenant from Tenant's obligations under any provision of this Lease.

     G.     INSUFFICIENT GROSS SALES.  

     H.     CHANGES TO THE CENTER.  Landlord reserves the right to:  (i) change
the name of the Center and the address or designation of the Premises or the
building in which the Premises are located, (ii) install, maintain, alter and
remove signs on or about the exterior and interior of the Center, (iii) and
grant easements and other interests and rights in the Center to other parties,
(iv) add, alter, expand, reduce, eliminate, relocate or change the shape, size,
location, character, design, appearance, use, number or height of any permanent
or temporary buildings, structures, improvements, surface parking, subterranean
and multiple level parking decks, kiosks, planters, pools, waterfalls, parking
areas, driveways, landscaped areas and other Common Areas, change the striping
of parking areas and direction and flow of traffic, and convert Common Areas to
leasable areas and leasable areas to Common Areas, (v) enclose any mall or other
area, or remove any such enclosure, or add one or more additional levels or
stories to the Center or any portion thereof, whether or not the Premises are
contained therein, and add structural support columns that may be required
within the Premises or Common Areas, (vi) relocate any HVAC equipment serving
the Premises installed on the roof or other area outside the Premises if
Landlord constructs an additional story or level or otherwise alters the Center,
and (vii) in connection with the foregoing matters, or with any other
inspections, repairs, maintenance, improvements or alterations in or about the
Center, or as a result of any casualty, incident, strike, condemnation, act of
God, Law or governmental requirement or request, or any other cause, erect
scaffolding, barricades, and other structures reasonably required in, or
otherwise close, Common Areas or portions thereof, including but not limited to
public entry ways and areas, restrooms, stairways, escalators, elevators and
corridors. However, in connection with exercising such rights, Landlord shall: 
(a) take reasonable steps to minimize or avoid any denial of access to the
Premises or visibility of the Premises from the Common Area, except when
necessary on a temporary basis, (b) take reasonable steps to avoid materially
changing the configuration or reducing the square footage of the Premises,
unless required by Laws or other causes beyond Landlord's reasonable control
(and in the event of any permanent material reduction, the Minimum Rent,
Breakpoint, Center Expenses, Taxes, and Marketing Fund Charge shall be
proportionately reduced), (c) at Landlord's expense, move Tenant's entrance
doorway if access thereto is materially impaired, and (d) if Landlord enters the
Premises in connection with any of the foregoing matters, comply with
Paragraph A above.  Landlord agrees that the Center shall never become a
discount or off-price shopping center.

     I.     TERMINATION OR RELOCATION.  


                                       16
<PAGE>

                                   ARTICLE 22

                              LANDLORD'S REMEDIES

     A.     DEFAULT.  The occurrence of any one or more of the following events
shall constitute a "Default" by Tenant and shall give rise to Landlord's
remedies set forth in Paragraph (B), below:  (i) failure to make when due any
payment of Rent, unless such failure is cured within five (5) days after notice,
(ii) failure to observe or perform any term or condition of this Lease other
than the payment of Rent, unless such failure is cured within any period of time
following notice expressly provided in other Articles hereof, or otherwise
within a reasonable time, but in no event more than thirty (30) days following
notice (or such additional time as may be required if such failure cannot be
cured within thirty (30) days and Tenant is diligently prosecuting such cure,
not to exceed an aggregate of 150 days, due to Unavoidable Delays as described
in Article 28), or (iii) (a) making by Tenant or any guarantor of this Lease
("Guarantor") of any general assignment for the benefit of creditors, (b) filing
by or against Tenant or any Guarantor of a petition to have Tenant or such
Guarantor adjudged a bankrupt or a petition for reorganization or arrangement
under any Law relating to bankruptcy or insolvency (unless, in the case of a
petition filed against Tenant or such Guarantor, the same is dismissed within
sixty (60) days), (c) appointment of a trustee or receiver to take possession of
substantially all of Tenant's assets located in the Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant within thirty
(30) days, (d) attachment, execution or other judicial seizure of substantially
all of Tenant's assets located on the Premises or of Tenant's interest in this
Lease, (e) Tenant's or any Guarantor's convening of a meeting of its creditors
or any class thereof for the purpose of effecting a moratorium upon or
composition of its debt, (f) Tenant's or any Guarantor's insolvency or admission
of an inability to pay its debts as they mature, or (iv) a violation by Tenant
or any affiliate of Tenant under any other lease or agreement with Landlord
relating to the Center which is not cured within the time permitted for cure
thereunder.  Failure by Tenant to comply with the same term or condition of this
Lease on two occasions during any twelve month period shall cause any failure to
comply with such term or condition during the succeeding twelve month period, at
Landlord's option, to constitute an incurable Default.  The notice and cure
periods provided herein are in lieu of, and not in addition to, any notice and
cure periods provided by Law; provided, Landlord may at any time and from time
to time elect to comply with such notice and cure periods as may be provided by
Law in lieu of the notice and cure periods provided herein.

     B.     REMEDIES.  If a Default occurs, Landlord shall have the rights and
remedies hereinafter set forth to the extent permitted by Law, which shall be
distinct, separate and cumulative with and in addition to any other right or
remedy allowed under any Law or other provisions of this Lease:

     (1)    Landlord may terminate Tenant's right of possession, reenter and 
repossess the Premises by detainer suit, summary proceedings or other lawful 
means, with or without terminating this Lease (and if applicable Law permits, 
and Landlord shall not have expressly terminated this Lease in writing, any 
such action shall be deemed a termination of Tenant's right to possession 
only).  In such event, Landlord may recover from Tenant:  (i) any unpaid Rent 
as of the termination date, (ii) the amount by which:  (a) any unpaid Rent 
which would have accrued after the termination date during the balance of the 
Term exceeds (b) the reasonable rental value of the Premises under a lease 
substantially similar to this Lease for the balance of the Term, taking into 
account among other things, the condition of the Premises, market conditions 
and the period of time the Premises may reasonably remain vacant before 
Landlord is able to re-lease the same to a suitable replacement tenant, and 
Costs of Reletting (as defined in Paragraph l below) that Landlord may incur 
in order to enter such replacement lease, and (iii) any other amounts 
necessary to compensate Landlord for all damages proximately caused by 
Tenant's failure to perform its obligations under this Lease.  For purposes 
of computing the amount of Rent herein that would have accrued after the 
termination date, Tenant's obligation for Percentage Rent shall be projected 
based on Tenant's average annual Gross Sales for the 36 months (or lesser 
period, if 36 months of the Term have not expired) preceding Tenant's 
Default, and Tenant's obligations for Taxes, Center Expenses, and Marketing 
Fund Charge shall be projected, based upon the average rate of increase, if 
any, in such items from the Commencement Date through the termination date.  
The amounts computed in accordance with the foregoing subclauses (a) and (b) 
shall both be discounted in accordance with accepted financial practice at 
the rate of five percent (5%) per annum to the then present value.

     (2)    Landlord may terminate Tenant's right of possession, reenter and
repossess the Premises by detainer suit, summary proceedings or other lawful
means, with or without terminating this Lease (and if applicable Law permits,
and Landlord shall not have expressly terminated this Lease in writing, any such
action shall be deemed a termination of Tenant's right of possession only).  In
such event, Landlord may recover from Tenant:  (i) any unpaid Rent as of the
date possession is terminated, (ii) any unpaid Rent which accrues during the
Term from the date possession is terminated through the time of judgment (or
which may have accrued from the time of any earlier judgment obtained by
Landlord), less any consideration received from replacement tenants as further
described and applied pursuant to Paragraph l, below, and (iii) any other
amounts necessary to compensate Landlord for all damages proximately caused by
Tenant's failure to perform its obligations under this Lease, including without
limitation, all Costs of Reletting (as defined in Paragraph l).  Tenant shall
pay any such amounts to Landlord as the same accrue or after the same have
accrued from time to time upon demand.  At any time after terminating Tenant's
right to possession as provided herein, Landlord may terminate this Lease as
provided in clause (1) above by written notice to Tenant, and Landlord may
pursue such other remedies as may be available to Landlord under this Lease or
applicable Law.

                                       17
<PAGE>

     C.     MITIGATION OF DAMAGES.  If Landlord is required by applicable Law
to mitigate damages under this Lease:  (a) Landlord shall be required only to
use reasonable efforts to mitigate, which shall not exceed such efforts as
Landlord generally uses to lease other space at the Center, (b) Landlord will
not be deemed to have failed to mitigate if Landlord leases any other portions
of the Center before reletting all or any portion of the Premises, and (c) any
failure to mitigate as described herein with respect to any period of time shall
only reduce the Rent and other amounts to which Landlord is entitled hereunder
by the reasonable rental value of the Premises during such period, taking into
account the factors described in clause B(1), above.  In recognition that the
value of the Center depends on the rental rates and terms of leases therein,
Landlord's rejection of a prospective replacement tenant based on an offer of
rentals below Landlord's published rates for new leases of comparable space at
the Center at the time in question, or at Landlord's option, below the rates
provided in this Lease, or containing terms less favorable than those contained
herein, shall not give rise to a claim by Tenant that Landlord failed to
mitigate Landlord's damages.

     D.     RELETTING.  If this Lease or Tenant's right to possession is
terminated, or Tenant vacates or abandons the Premises, Landlord may:  (i) enter
and secure the Premises, change the locks, install barricades, remove any
improvements, fixtures or other property of Tenant therein, perform any
decorating, remodelling, repairs, alterations, improvements or additions and
take such other actions as Landlord shall determine in Landlord's sole
discretion to prevent damage ordeterioration to the Premises or prepare the same
for reletting, and (ii) relet all or any portion of the Premises (separately or
as part of a larger space), for any rent, use or period of time (which may
extend beyond the Term hereof), and upon any other terms as Landlord shall
determine in Landlord's sole discretion, directly or as Tenant's agent (if
permitted or required by applicable Law).  The consideration received from such
reletting shall be applied pursuant to the terms of Paragraph l hereof, and if
such consideration, as so applied, is not sufficient to cover all Rent and
damages to which Landlord may be entitled hereunder, Tenant shall pay any
deficiency to Landlord as the same accrues or after the same has accrued from
time to time upon demand, subject to the other provisions hereof.

     E.     SPECIFIC PERFORMANCE, COLLECTION OF RENT AND ACCELERATION. 
Landlord shall at all times have the right without prior demand or notice except
as required by applicable Law to:  (i) seek any declaratory, injunctive or other
equitable relief, and specifically enforce this Lease or restrain or enjoin a
violation of any provision hereof, and Tenant hereby waives any right to require
that Landlord post a bond in connection therewith, and (ii) sue for and collect
any unpaid Rent which has accrued.  Notwithstanding anything to the contrary
contained in this Lease, to the extent not expressly prohibited by applicable
Law, in the event of any Default by Tenant, Landlord may terminate this Lease or
Tenant's right to possession and accelerate and declare that all Rent reserved
for the remainder of the Term shall be immediately due and payable (in which
event, Tenant's obligations for Percentage Rent, Taxes, Center Expenses, and
Marketing Fund Charge herein that would have accrued thereafter shall be
projected in the manner described in Section B(1), above); provided the Rent so
accelerated shall be discounted in accordance with accepted financial practice
at the rate of five percent (5%) per annum to the then present value, and
Landlord shall, after receiving payment of the same from Tenant, be obligated to
turn over to Tenant any actual net reletting proceeds (net of all Costs of
Reletting) thereafter received during the remainder of the Term, up to the
amount so received from Tenant pursuant to this provision.

     F.     LATE CHARGES AND INTEREST.  Tenant shall pay, as additional Rent, a
service charge of Two Hundred Dollars ($200.00) for bookkeeping and
administrative expenses, if any portion of Rent is not received when due.  If
Landlord rightfully issues a Notice of Default to Tenant, Tenant shall pay
Landlord an additional service charge in the amount of One Hundred Dollars
($100.00).  In addition, any Rent not paid when due shall accrue interest from
the due date at the Default Rate until payment is received by Landlord.  Such
service charges and interest payments shall not be deemed consent by Landlord to
late payments, nor a waiver of Landlord's right to insist upon timely payments
at any time, nor a waiver of any remedies to which Landlord is entitled as a
result of the late payment of Rent.

     G.     LANDLORD'S CURE OF TENANT DEFAULTS.  If Tenant fails to perform any
obligation under this Lease for thirty (30) days after notice thereof by
Landlord (except that no notice shall be required in emergencies), Landlord
shall have the right (but not the duty), to perform such obligation on behalf
and for the account of Tenant.  In such event, Tenant shall reimburse Landlord
upon demand, as additional Rent, for all expenses incurred by Landlord in
performing such obligation together with an amount equal to fifteen percent
(15%) thereof for Landlord's overhead, and interest thereon at the Default Rate
from the date such expenses were incurred.  Landlord's performance of Tenant's
obligations hereunder shall not be deemed a waiver or release of Tenant
therefrom.

     H.     BAD RENT CHECKS.  If during the Term, as it may be extended,
Landlord receives two (2) or more checks from Tenant which are returned by
Tenant's bank for insufficient funds, Landlord may require that all checks
thereafter be bank certified or cashier's checks (without limiting Landlord's
other remedies).  All bank service charges resulting from any bad checks shall
be borne by Tenant.

     I.     OTHER  MATTERS.   No re-entry or repossession, repairs, changes, 
alterations and additions, reletting, acceptance of keys from Tenant, or any 
other action or omission by Landlord shall be construed as an election by 
Landlord to terminate this Lease or Tenant's right to possession, or accept a 
surrender of the Premises, nor shall the same operate to release the Tenant 
in whole or in part from any of the Tenant's obligations hereunder, unless 
express written notice of such intention is sent by Landlord or its agent to 
Tenant.  Landlord may bring suits for

                                       18
<PAGE>

amounts owed by Tenant hereunder or any portions thereof, as the same accrue or
after the same have accrued, and no suit or recovery of any portion due
hereunder shall be deemed a waiver of Landlord's right to collect all amounts to
which Landlord is entitled hereunder, nor shall the same serve as any defense to
any subsequent suit brought for any amount not theretofore reduced to judgment. 
Landlord may pursue one or more remedies against Tenant and need not make an
election of remedies until findings of fact are made by a court of competent
jurisdiction.  All rent and other consideration paid by any replacement tenants
shall be applied, at Landlord's option:  first, to the Costs of Reletting,
second, to the payment of all costs of enforcing this Lease against Tenant or
any Guarantor, third, to the payment of all interest and service charges
accruing hereunder, fourth, to the payment of Rent theretofore accrued, and the
residue, if any, shall be held by Landlord and applied to the payment of other
obligations of Tenant to Landlord as the same become due (with any remaining
residue to be retained by Landlord).  "Costs of Reletting" shall include without
limitation, all reasonable costs and expenses incurred by Landlord for any
repairs, maintenance, changes, alterations and improvements to the Premises
(whether to prevent damage or to prepare the Premises for reletting), brokerage
commissions, advertising costs, attorneys' fees, any economic incentives given
to enter leases with replacement tenants, and costs of collecting rent from
replacement tenants.  Landlord shall be under no obligation to observe or
perform any provision of this Lease on its part to be observed or performed
which accrues after the date of any Default by Tenant.  The times set forth
herein for the curing of violations by Tenant are of the essence of this Lease. 
Tenant hereby irrevocably waives any right otherwise available under any Law to
redeem or reinstate this Lease or Tenant's right to possession after this Lease
or Tenant's right to possession is terminated based on a Default by Tenant.

                                      ARTICLE 23

                               LANDLORD'S RIGHT TO CURE

     If Landlord shall fail to perform any obligation under this Lease required
to be performed by Landlord, Landlord shall not be deemed to be in default
hereunder nor subject to claims for damages of any kind, unless such failure
shall have continued for a period of thirty (30) days after written notice
thereof by Tenant or such additional time as may be required due to Unavoidable
Delays.  If Landlord shall fail to cure within the time permitted for cure
herein, Landlord shall be subject to such claims for damages and remedies as may
be available to Tenant (subject to the other provisions of this Lease);
provided, Tenant shall have no right of self-help to perform repairs or any
other obligation of Landlord, and shall have no right to withhold, set off, or
abate Rent.

                                      ARTICLE 24

                                   INDEMNIFICATION

     Except to the extent arising from the intentional or negligent acts of
Landlord or Landlord's agents or employees, Tenant shall defend, indemnify and
hold harmless Landlord from and against any and all claims, demands,
liabilities, damages, judgments, orders, decrees, actions, proceedings, fines,
penalties, costs and expenses, including without limitation, court costs and
attorneys' fees arising from or relating to any violation of Law, loss of life,
diminution in value of the Center, damage or injury to persons, property or
business occurring in, about or from the Premises, or directly or indirectly
caused by or in connection with any violation of this Lease or use of the
Premises or Center by, or any other negligent act or omission of, Tenant, any
other occupant of the Premises, or any of their respective agents, employees, or
contractors.  Without limiting the generality of the foregoing, Tenant
specifically acknowledges that the indemnity undertaking herein shall apply to
claims in connection with or arising out of any "Work" as described in Article
7, the use or consumption of any utilities in the Premises under Article 10, any
repairs or other work by or for Tenant under Article 11 and the transportation,
use, storage, maintenance, generation, manufacturing, handling, disposal,
release or discharge of any "Hazardous Material" as described in Article 26
(whether or not such matters shall have been theretofore approved by Landlord),
except to the extent that any of the same arises from the intentional or
negligent acts of Landlord or Landlord's agents or employees.

                                      ARTICLE 25

                  SAFETY AND SECURITY DEVICES, SERVICES AND PROGRAMS

     Landlord shall have no obligation to provide any safety or security
devices, services or programs for Tenant or the Center and shall have no
liability for failure to provide the same or for inadequacy of any measures
provided.  However, Landlord may institute or continue such safety or security
devices, services and programs as Landlord reasonably necessary.  The costs and
expenses of instituting and maintaining such devices, services and programs
shall be borne by Tenant as a part of Center Expenses.  The parties acknowledge
that safety and security devices, services and programs provided by Landlord, if
any, while intended to deter crime and enhance safety, may not in given
instances prevent theft or other injurious acts or ensure safety of parties or
property.  The risk that any safety or security device, service or program may
not be effective, or may malfunction, or be circumvented, is assumed by Tenant
with respect to Tenant's property and interests, and Tenant shall obtain
insurance coverage to the extent Tenant desires protection against such acts and
other losses, beyond that described in Article 13.  Tenant agrees to cooperate
in any safety or security program developed by Landlord or required by Law.

                                       19
<PAGE>

                                   ARTICLE 26

                              HAZARDOUS MATERIALS

     A.     Tenant shall not transport, use, store, maintain, generate,
manufacture, handle, dispose, release or discharge any "Hazardous Material" (as
defined below) upon or about the Center, or permit Tenant's employees, agents,
contractors, and other occupants of the Premises to engage in such activities
upon or about the Center.  However, the foregoing provisions shall not prohibit
the transportation to and from, and use, storage, maintenance and handling
within, the Premises of substances customarily used in the business or activity
expressly permitted to be undertaken in the Premises under Article 1, provided: 
(a) such substances shall be used and maintained only in such quantities as are
reasonably necessary for such permitted use of the Premises and the ordinary
course of Tenant's business therein, strictly in accordance with applicable Law,
prevailing standards, and the manufacturers' instructions therefor, (b) such
substances shall not be disposed of, released or discharged in the Center, and
shall be transported to and from the Premises in compliance with all applicable
Laws, and as Landlord shall reasonably require, (c) if any applicable Law or
Landlord's trash removal contractor requires that any suchsubstances be disposed
of separately from ordinary trash, Tenant shall make arrangements at Tenant's
expense for such disposal directly with a qualified and licensed disposal
company at a lawful disposal site (subject to scheduling and approval by
Landlord), (d) any remaining such substances shall be completely, properly and
lawfully removed from the Center upon expiration or earlier termination of this
Lease, and (e) for purposes of removal and disposal of any such substances,
Tenant shall be named as the owner and generator, obtain a waste generator
identification number, and execute all permit applications, manifests, waste
characterization documents and any other required forms.

     B.     Tenant shall promptly notify Landlord of:  (i) any enforcement,
cleanup or other regulatory action taken or threatened by any governmental or
regulatory authority with respect to the presence of any Hazardous Material on
the Premises or the migration thereof from or to other property, (ii) any
demands or claims made or threatened by any party relating to any loss or injury
resulting from any Hazardous Material on the Premises, (iii) any release,
discharge or nonroutine, improper or unlawful disposal or transportation of any
Hazardous Material on or from the Premises or in violation of this Article, and
(iv) any matters where Tenant is required by Law to give a notice to any
governmental or regulatory authority respecting any Hazardous Material on the
Premises.  Landlord shall have the right (but not the obligation) to join and
participate, as a party, in any legal proceedings or actions affecting the
Premises initiated in connection with any environmental, health or safety Law. 
At such times as Landlord may reasonably request, Tenant shall provide Landlord
with a written list, certified to be true and complete, identifying any
Hazardous Material then used, stored, or maintained upon the Premises, the use
and approximate quantity of each such material, a copy of any material safety
data sheet ("MSDS") issued by the manufacturer therefor, and such other
information as Landlord may reasonably require or as may be required by Law. 
The term "Hazardous Material" for purposes hereof shall mean any chemical,
substance, material or waste or component thereof which is now or hereafter
listed, defined or regulated as a hazardous or toxic chemical, substance,
material or waste or component thereof by any federal, state or local governing
or regulatory body having jurisdiction, or which would trigger any employee or
community "right-to-know" requirements adopted by any such body, or for which
any such body has adopted any requirements for the preparation or distribution
of an MSDS.

     C.     If any Hazardous Material is released, discharged or disposed of 
by Tenant or any other occupant of the Premises, or their employees, agents 
or contractors, on or about the Center in violation of the foregoing 
provisions, Tenant shall immediately, properly and in compliance with 
applicable Laws clean up and remove the Hazardous Material from the Center 
and any other affected property and clean or replace any affected personal 
property (whether or not owned by Landlord), at Tenant's expense (without 
limiting Landlord's other remedies therefor).  Such clean up and removal work 
shall be subject to Landlord's prior written approval (except in 
emergencies), and shall include, without limitation, any testing, 
investigation, and the preparation and implementation of any remedial action 
plan required by any court or governmental body having jurisdiction or 
reasonably required by Landlord.  If Landlord or any Mortgagee(s) or 
governmental body arranges for any tests or studies showing that this Article 
has been violated, Tenant shall pay for the costs of such tests.  If any 
Hazardous Material is released, discharged or disposed of on or about the 
Center and such release, discharge or disposal is not caused by Landlord or 
Tenant or other occupants of the Premises, or their employees, agents or 
contractors, such release, discharge or disposal shall be deemed casualty 
damage under Article 14 to the extent that the Premises are affected thereby; 
in such case, Landlord and Tenant shall have the obligations and rights 
respecting such casualty damage provided under such Article.

                                   ARTICLE 27

                           CAPTIONS AND SEVERABILITY

     The captions of the Articles and Paragraphs of this Lease are for 
convenience of reference only and shall not be considered or referred to in 
resolving questions of interpretation.  If any term or provision of this 
Lease or portion thereof shall be found invalid, void, illegal, or 
unenforceable generally or with respect to any particular party, by a court 
of competent jurisdiction, it shall not affect, impair or invalidate any 
other terms or provisions or the remaining portion thereof, or its 
enforceability with respect to any other party.

                                       20
<PAGE>

                                   ARTICLE 28

                                  DEFINITIONS

     A.     "Center" shall mean the building or structure in which the Premises
are located together with the Common Areas, and all parcels or tracts of land
owned or ground leased by Landlord from time to time on which all or any portion
of the foregoing items are located and any fixtures, Systems and Equipment,
furniture and other personal property owned or leased by Landlord located
thereon or therein and used in connection therewith.  .

     B.     "Center Expenses" shall mean all expenses, costs and amounts of
every kind and nature which Landlord shall pay during any calendar year any
portion of which occurs during the Term in connection with the management,
repair, maintenance, replacement, insurance and operation of the Center,
including, without limitation, any amounts paid for:  (a) utilities, including
but not limited to electricity, power, gas, steam, oil or other fuel, water,
sewer, lighting, heating, air conditioning and ventilating, (b) permits,
licenses and certificates necessary to operate and manage the Center, and costs
of complying with other legal requirements which become effective after the
Commencement Date, including, without limitation, the "ADA" (as described in
Article 39), (c) insurance applicable to the Center, which may include without
limitation, commercial liability insurance for personal injury, death, property
damage, defamation and false arrest, "all risk" insurance on the Center,
including without limitation, earthquake, flood, boiler and rent loss coverage,
automobile, worker compensation and employer liability insurance, (d) supplies,
materials, tools, equipment, and vehicles used in the operation, repair,
maintenance and security, floor care and cleaning, landscaping, and other
services for the Center, including rental, installment purchase and financing
agreements therefor and interest thereunder, (e) accounting, legal, inspection,
consulting and other services, (f) wages, salaries, bonuses, and other
compensation and benefits for any manager, personnel and other parties engaged
in the operation, maintenance or security of the Center, and employer's Social
Security taxes, unemployment taxes or insurance, and any other taxes which may
be levied on such wages, salaries, compensation and benefits, data or payroll
processing expenses relating thereto (if the manager or other personnel are
located off-site and handle other properties, the foregoing expenses shall be
allocated appropriately between the Center and such other properties), (g)
payments under any easement, operating agreement, declaration, restrictive
covenant, or instrument pertaining to the sharing of costs in any development of
which the Center is part, (h) alarm monitoring and security service, janitorial
service, trash removal, removal of ice and snow (and salting and sanding in
connection therewith), (i) parking surcharges or fees that may result from any
environmental or other Law or guideline, and the cost of obtaining, providing
and operating public transportation or shuttle bus systems to bring customers or
workers to or from the Center if required by such Laws or guidelines,  (j) the
costs of operating and maintaining any on-site office at the Center, including
without limitation, the fair rental value thereof, telephone charges, postage,
stationery and photocopying expenses, (k) music programs and equipment, whether
rented or purchased, (l) telephone directory listings for the Center, (m)
appropriate reserves for operation of the Center and for covering uninsured
portions, including deductible amounts, of casualty damage and general liability
claims relating to the Center, (n) operation, maintenance, repair, installation,
replacement, inspection, testing, painting, decorating and cleaning of:  (i)
elevators, escalators, fire exits pedestrian bridges, skywalks, skybridges,
arrival zones and stairways, (ii) sidewalks, curbs, gutters, guardrails,
bumpers, fences, flagpoles, flags, banners, bicycle racks, Center identification
and pylon signs, directional signs, traffic signals and markers, including those
located off-site but installed for the benefit of the Center, (iii) loading and
service areas and driveways (including sweeping, cleaning, re-striping,
repairing, sealing, re-surfacing and replacement), (iv) storm and sanitary
drainage systems, including disposal plants, lift stations and detention ponds
and basins, (v) irrigation systems, (vi) any Systems and Equipment, (vii)
interior and exterior planting, replanting and replacement of flowers,
shrubbery, plants, trees, grass, sod and other landscaping, (viii) all portions
of buildings, both interior and exterior, in the Center, including without
limitation, Common Areas and fixtures, equipment and other items therein or
thereon, including but not limited to floors, floor coverings, corridors,
ceilings, foundations, walls, wall-coverings, restrooms, lobbies, canopies,
skylights, trash and ash cans and receptacles, trash compactors, planters,
waterfalls, fountains, pools, benches, furniture, doors, locks and hardware,
windows, glass  and glazing, (ix) gutters and downspouts, roof flashings and
roofs (including repairs and replacements), and (o) an amount equal to fifteen
percent (15%) of all of the foregoing costs and expenses as a liquidation of
Landlord's general off-site overhead (which amount shall be in addition to the
compensation and related expenses for the manager and other aforementioned
expenses).  The foregoing provision is for definitional purposes only and shall
not be construed to impose any obligation upon Landlord to incur such expenses. 
Landlord reserves the right to:  (x) determine and bill Tenant's Proportionate
Share of insurance costs relating to the Center separately from other Center
Expenses, and (y) include Taxes attributable to the Common Areas as a part of
Center Expenses rather than determining and billing the same separately. 
Notwithstanding the foregoing, Center Expenses shall not, however, include: 

     (i)    interest and amortization on Mortgages, and other debt costs or
ground lease payments, if any, except as provided herein; depreciation of
buildings and other improvements (except permitted amortization of certain
capital expenditures as provided below); improvements, repairs or alterations to
spaces leased to other tenants; the cost of providing any service directly to
and paid directly by, any tenant; costs of any items to the extent Landlord
receives reimbursement from insurance proceeds or from a third party (such
proceeds to be deducted from Center Expenses in the year in which received); and

     (ii)   capital  expenditures,  except  those:   (a) made primarily to
reduce Center Expenses, or to comply with any Laws or other governmental
requirements which become effective after the Commencement Date,, or (b) for
repairs or

                                       21
<PAGE>

replacements (as opposed to additions or new improvements, except that Landlord
shall be permitted to include new improvements involving pylon or other signs
for the Center or the upgrading or addition of lights in the parking and other
Common Areas); provided, all such permitted capital expenditures (together with
reasonable finance charges) shall be amortized for purposes of this Lease over
three (3) years.  Tenant shall be responsible for Tenant's Proportionate Share
of such permitted amortization of capital expenditures during the Term,
including any remaining amortization of permitted capital expenditures made
prior to the Commencement Date. SEE PAGE 22A

     C.     "Common Areas" shall have the meaning specified therefor in Article
12.

     D.     "CPI" shall mean the Consumer Price Index for All Urban Consumers,
All Items (Base year 1982-1984 = 100) published by the United States Department
of Labor, Bureau of Labor Statistics, All City Average.  If the Bureau of Labor
Statistics substantially revises the manner in which the CPI is determined, an
adjustment shall be made in the revised index which would produce results
equivalent, as nearly as possible, to those which would be obtained hereunder if
the CPI were not so revised.  If the CPI becomes unavailable to the public
because publication is discontinued, or otherwise, Landlord shall substitute
therefor a comparable index based upon changes in the cost of living or
purchasing power of the consumer dollar published by a governmental agency,
major bank, other financial institution, university or recognized financial
publisher.

     E.     "Default Rate" shall mean three percent (3%) per annum over the 
Prime Rate, or the highest rate permitted by applicable Law, whichever shall 
be less. SEE PAGE 22A

     F.     "Gross Sales" shall have the meaning specified therefor in Article
3.

     G.     "HVAC" shall mean heating, ventilating and air-conditioning.

     H.     "Landlord" and "Tenant" shall be applicable to one or more parties
as the case may be, and the singular shall include the plural, and the neuter
shall include the masculine and feminine; and if there be more than one, the
obligations thereof shall be joint and several.  For purposes of any provisions
indemnifying or limiting the liability of Landlord, the term "Landlord" shall
include Landlord's present and future partners, beneficiaries, trustees,
officers, directors, employees, shareholders, principals, Mortgagees, agents,
affiliates, investment advisors, successors and assigns.

     I.     "Law" or "Laws" shall mean all federal, state, county and local
governmental and municipal laws, statutes, ordinances, rules, regulations,
codes, decrees, orders and other such requirements, applicable equitable
remedies and decisions by courts in cases where such decisions are binding
precedents in the state in which the Center is located, and decisions of federal
courts applying the Laws of such state, at the time in question.

     J.     "Lease Year" shall mean each calendar year or portion thereof
during the Term, and any initial or final partial years are sometimes referred
to herein as "Partial Lease Years"; provided, Landlord reserves the right to
change the "Lease Year" to each consecutive twelve month period commencing on
the Commencement Date or such other date as Landlord shall designate by notice
to Tenant.

     K.     "Major" shall mean any store of any type in excess of 25,000 square
feet of rentable area and any restaurant or theatre in.

     L.     "Mortgage" shall mean all mortgages, deeds of trust, ground leases
and other such encumbrances now or hereafter placed upon the Center or any part
thereof, and all renewals, modifications, consolidations, replacements or
extensions thereof, and all indebtedness now or hereafter secured thereby and
all interest thereon.

     M.     "Mortgagee(s)" shall mean the holder of any Mortgage at the time in
question, and where such Mortgage is a ground lease, such term shall refer to
the ground lessor.

     N.     "Rent" shall have the meaning specified therefor in Article 4.

     O.     "Systems and Equipment" shall mean any plant, machinery,
transformers, ducts, cables, wires, and other equipment, facilities, and systems
designed to supply light, heat, ventilation, air conditioning and humidity or
any other services or utilities, or comprising or serving as any component or
portion of any electrical, gas, steam, plumbing, water, sewer, sprinkler,
communications, alarm, security, or fire/life/safety systems or equipment, or
any other mechanical, electrical, electronic, computer or other systems or
equipment for the Center, except to the extent that any of the same serves any
tenant exclusively or is subject to shared tenant use as described in Article
11.

     P.     "Taxes" shall mean all federal, state, county, or local
governmental, special district, improvement district, municipal or other
political subdivision taxes, fees, levies, required installments of assessments,
charges or other impositions of every kind and nature, whether foreseen or
unforeseen, general, special, ordinary or extraordinary (unless required to be
paid by Tenant under Article 4), respecting the Center, including without
limitation, real estate and other ad valorem taxes, general and special
assessments, interest on any special assessments paid in installments, transit
taxes, water and sewer rents, taxes based upon the receipt of rent including,
without limitation, gross receipts taxes applicable to the receipt of rent,
personal property taxes imposed upon the fixtures, machinery, equipment,
apparatus, Systems and Equipment, appurtenances, furniture and other personal
property used in connection with the Center which Landlord shall pay during any
calendar year, any portion of which occurs during the Term (without regard to
any different fiscal year used by such government or municipal authority except
as provided in Article

                                       22
<PAGE>

ARTICLE 28(B) DEFINITIONS.

Center Expenses shall also not include:

1.   Costs incurred in the initial development or construction of Center; and

2.   Costs of correcting bonafide defects in the original construction of the
Center (this shall in no event include the cost of maintenance or repair
resulting from wear and tear or by damage by outside elements).

ARTICLE 28(E) DEFINITIONS.

"Prime Rate" shall mean the prime, base or reference lending rate from time to
time announced by the First National Bank of Chicago or any successor thereto. 
If such rate shall cease to be quoted by the First National Bank of Chicago or
any successor thereto, or if the successor to the First National Bank of Chicago
cannot be reasonably determined by Landlord, then the Prime Rate shall be a
publicly quoted reference lending rate reasonably designated by Landlord.

                                       22A

<PAGE>

5).  Notwithstanding the foregoing, Taxes shall not include excess profits
taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and
succession taxes, estate taxes, federal and state income taxes, and other taxes
to the extent applicable to Landlord's general or net income (as opposed to
rents, receipts or income attributable to operations at the Center). If the
method of taxation of real estate prevailing to the time of execution hereof
shall be, or has been altered, so as to cause the whole or any part of the taxes
now, hereafter or theretofore levied, assessed or imposed on real estate to be
levied, assessed or imposed on Landlord, wholly or partially, as a capital levy
or otherwise, or on or measured by the rents received therefrom, then such new
or altered taxes attributable to the Center shall be included within the term
"Taxes", except that the same shall not include any enhancement of said tax
attributable to other income of Landlord.  Tenant shall pay increased Taxes
whether Taxes are increased as a result of increases in the assessment or
valuation of the Center (whether based on a sale, change in ownership or
refinancing of the Center or otherwise), increases in tax rates, reduction or
elimination of any rollbacks or other deductions available under current law,
scheduled reductions of any tax abatement, elimination, invalidity or withdrawal
of any tax abatement, or for any other cause whatsoever.  Where allowed by Law,
Landlord shall elect to pay Taxes over the longest permitted amortization
period. In addition, Landlord may include in Taxes any actual, out-of-pocket
expenses incurred by Landlord in attempting to protest, reduce or minimize Taxes
(including without limitation, fees for attorneys, consultants, appraisers and
other experts) in the calendar year such expenses are paid.

     Q.     "Tenant's Proportionate Share" shall be a fraction equal to the 
rentable square footage of the Premises set forth in Article 1 (as the same 
may be remeasured pursuant to Article 21) divided by the total rentable 
square footage of the Center; provided Landlord may exclude from such 
rentable floor space of the Center, at Landlord's option, any portions of the 
Center:  (i) not occupied and open for business during all or any portion of 
the subject year, SEE PAGE 23A (ii) leased to or used by other parties as 
Majors, theatres, restaurants, kiosks, (not to exceed an aggregate of 2,000 
square feet in the Center) storage areas, or premises which do not front on 
any enclosed mall area of the Center, where such parties are not required to 
pay a full pro rata share of Center Expenses or Taxes, as the case may be, 
pursuant to a lease or other agreement with Landlord, and (iii) with respect 
to Taxes, areas of the Center for which separate Tax bills are received and 
which are the sole responsibility of separate parties pursuant to a lease or 
other agreement with Landlord; provided, Landlord shall also deduct from 
Center Expenses or Taxes, as the case may be, all amounts received from such 
excluded parties for Center Expenses or Taxes.  If the Center shall be part 
of or shall include any space used for office, medical, dental or other 
non-retail purposes, Landlord may determine separately and allocate Taxes or 
Center Expenses between the retail and non-retail areas of the Center, in 
accordance with sound accounting and management principles, in which event 
Tenant's Proportionate Share shall be based on the ratio of the rentable area 
of the Premises to the rentable floor space of the buildings, structures or 
areas for which Landlord separately determines such Taxes or Center Expenses, 
subject to the adjustments set forth above.

     R.     "Unavoidable Delays" shall mean delays due to strikes, lockouts,
labor troubles, inability to procure labor or materials or reasonable
substitutes therefor, failure of power, governmental requirements, restrictions
or Laws, fire or other casualty damage, war or civil disorder, or other causes
beyond the reasonable control of the party delayed; provided, Unavoidable Delays
hereunder shall not include delays resulting from changes in economic or market
conditions, or financial or internal problems of the parties or problems that
can be satisfied by the payment of money.  

                                      ARTICLE 29

                                        RULES

     Tenant shall comply with all of the rules which are set forth in Rider One
attached to this Lease, as the same may be amended or supplemented hereunder
(the "Rules"). Landlord shall have the right by notice to Tenant or by posting
at the Center to reasonably amend such Rules and supplement the same with other
reasonable Rules relating to the Center or the promotion of safety, care,
cleanliness or good order therein. Nothing herein shall be construed to give
Tenant or any other party any claim against Landlord arising out of the
violation of such Rules by any other tenant, occupant or visitor of the Center,
or out of the enforcement, modification or waiver of the Rules by Landlord in
any particular instance.  Landlord shall not act in a discriminatory fashion
against Tenant in the enforcement of the Rules in relation to other similarly
situated in-line tenants at the Center.

                                      ARTICLE 30

                                      NO WAIVER

     No provision of this Lease will be deemed waived by either party unless
expressly waived in writing signed by the waiving party.  No waiver shall be
implied by delay or any other act or omission of either party.  No waiver by
either party of any provision of this Lease shall be deemed a waiver of such
provision with respect to any subsequent matter relating to such provision, and
Landlord's consent respecting any action by Tenant shall not constitute a waiver
of the requirement for obtaining Landlord's consent respecting any subsequent
action.  Acceptance of Rent by Landlord shall not constitute a waiver of any
breach by Tenant of any term or provision of this Lease.  No acceptance of a
lesser amount than the Rent herein stipulated shall be deemed a waiver of
Landlord's right to receive the full amount due, nor shall any endorsement or
statement


                                       23
<PAGE>

ARTICLE 28(Q) TENANT'S PROPORTIONATE SHARE.

provided that, for purposes of determining Tenant's Proportionate Share, in no
event shall less than eighty-five percent (85%) of the rentable floor area of
the Center (excluding, at Landlord's option, the areas included in (ii) and
(iii) below) be deemed occupied and open for business.


                                       23A
<PAGE>

on any check or payment or any letter accompanying such check or payment be
deemed an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the full amount due.  The
acceptance of Rent or of the performance of any other term or provision from any
party other than Tenant, including any Transferee, shall not constitute a waiver
of Landlord's right to approve any Transfer.

                                      ARTICLE 31

                 ATTORNEYS' FEES, COUNTERCLAIMS, VENUE AND JURY TRIAL

     If Landlord or any of its officers, directors, trustees, beneficiaries,
partners, agents, affiliates, investment advisors or employees shall be made a
party to any litigation commenced by or against Tenant and are not found to be
at fault, Tenant shall pay all costs, expenses and reasonable attorneys' fees
incurred by Landlord or any such party in connection with such litigation. 
Tenant shall also pay all costs, expenses and reasonable attorneys' fees that
may be incurred by Landlord in successfully enforcing this Lease.  IN THE
INTEREST OF OBTAINING A SPEEDIER AND LESS COSTLY HEARING OF ANY DISPUTE, EACH OF
LANDLORD AND TENANT HEREBY EXPRESSLY WAIVES TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER AND ANY
RIGHTS TO A TRIAL BY JURY UNDER ANY STATUTE, RULE OF LAW OR PUBLIC POLICY IN
CONNECTION WITH ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO
THIS LEASE, THE PREMISES OR THE CENTER.  Although such jury waiver is intended
to be self-operative and irrevocable, Landlord and Tenant each further agree, if
requested, to confirm such waivers in writing at the time of commencement of any
such action, proceeding or counterclaim.  If Landlord commences any detainer
suit, summary proceedings or other action seeking possession of the Premises,
Tenant agrees not to interpose by consolidation of actions, removal to chancery
or otherwise, any counterclaim, claim for set-off, recoupment or deduction of
Rent, or other claim seeking affirmative relief of any kind (except a mandatory
or compulsory counterclaim which Tenant would forfeit if not so interposed). 
Any action or proceeding brought by either party against the other for any
matter arising out of or in any way relating to this Lease, the Premises or the
Center, shall be heard, at Landlord's option, in the County where the Center is
located.

                                      ARTICLE 32

                               PERSONAL PROPERTY TAXES

     Tenant shall pay before delinquent all taxes, assessments, license fees,
charges or other governmental impositions assessed against or levied or imposed
upon Tenant's business operations, Tenant's leasehold interest, or based on
Tenant's use or occupancy of the Premises, or Tenant's fixtures, furnishings,
equipment, leasehold improvements (to the extent constituting personal
property), inventory, merchandise, and personal property located in the Premises
(whether or not title shall have vested in Landlord pursuant to any provision
hereof).  Whenever possible, Tenant shall cause all such items to be assessed
and billed separately from the property of Landlord and other parties.  If any
such items shall be assessed and billed with the property of Landlord or another
party, Landlord shall include the same or an appropriate portion thereof in
Center Expenses, or shall reasonably allocate the same or an appropriate share
thereof between Tenant and such other party (and Tenant shall promptly pay the
amount so allocated to Tenant).

                                      ARTICLE 33

                         CONVEYANCE BY LANDLORD AND LIABILITY

     In case Landlord or any successor owner of the Center shall convey or 
otherwise dispose of any portion thereof in which the Premises are located to 
another party (and nothing herein shall be construed to restrict or prevent 
such conveyance or disposition), such other party shall thereupon be and 
become landlord hereunder and shall be deemed to have fully assumed and be 
liable for all obligations of this Lease to be performed by Landlord, 
including the return of any Security Deposit.  Tenant shall attorn to such 
other party, and Landlord or such successor owner shall, from and after the 
date of conveyance, be free of all liabilities and obligations hereunder.  
The liability of Landlord to Tenant for any default by Landlord under this 
Lease or arising in connection herewith or with Landlord's operation, 
management, leasing, repair, renovation, alteration, or any other matter 
relating to the Center or the Premises, shall be limited to the interest of 
Landlord in the Center (and rental proceeds).  Tenant agrees to look solely 
to Landlord's interest in the Center (and rental proceeds) for the recovery 
of any judgment against Landlord, and Landlord shall not be personally liable 
for any such judgment or deficiency after execution thereon.  Under no 
circumstances shall any present or future general or limited partner of 
Landlord (if Landlord is a partnership), or trustee or beneficiary (if 
Landlord or any partner of Landlord is a trust) have any liability for the 
performance of Landlord's obligations under this Lease.

                                      ARTICLE 34

                                       NOTICES

     Except as expressly provided to the contrary in this Lease, every notice,
demand or other communication given by either party to the other with respect
hereto or to the Premises or Center,

                                       24
<PAGE>

shall be in writing and shall not be effective for any purpose unless the same
shall be served personally or by national air courier service, or United States
registered or certified mail, return receipt requested, postage prepaid,
addressed, if to Tenant, at the address first set forth in the Lease, and if to
Landlord, at the address at which the last payment of Rent was required to be
made and to Kennedy & Associates, Attention: John Parker, 1215 Fourth Avenue,
2400 Financial Center Bldg., Seattle, WA  98161, or such other address or
addresses as Tenant or Landlord may from time to time designate by notice given
as above provided.  Every notice or other communication hereunder shall be
deemed to have been given as of the second business day following the date of
such mailing or dispatch by national air courier service (or as of any earlier
date evidenced by a receipt from such national air carrier service or the United
States Postal Service) or immediately if personally delivered.  Notices not sent
in accordance with the foregoing shall be of no force or effect until received
by the foregoing parties at such addresses required herein.

                                      ARTICLE 35

                                 REAL ESTATE BROKERS

Each party (the "first party") shall defend, indemnify and hold the other 
party harmless from all damages, judgments, liabilities and expenses 
(including attorneys' fees) arising from any claims or demands of any broker, 
agent or finder with whom the first party has dealt for any commission or fee 
alleged to be due in connection with its participation in the procurement of 
Tenant or the negotiation of this Lease, other than a broker with whom has 
signed a written agreement relating to the other party this Lease.  Landlord 
has agreed to pay the commission of Susan Zimmerman of CB Commercial pursuant 
to the terms and conditions of a separate agreement between Landlord and CB 
Commercial.

                                      ARTICLE 36

                         SECURITY DEPOSIT AND LANDLORD'S LIEN

     Tenant shall deposit with Landlord the amount set forth in Article 1 as 
a Security Deposit upon Tenant's execution and submission of this Lease.  The 
Security Deposit shall serve as security for the prompt, full and faithful 
performance by Tenant of the terms and provisions of this Lease.  If Tenant 
commits a Default, or owes any amount to Landlord upon the expiration of this 
Lease, Landlord may use or apply the whole or any part of the Security 
Deposit for the payment of Tenant's obligations hereunder.  The use or 
application of the Security Deposit shall not prevent Landlord from 
exercising any other right or remedy available to Landlord and shall not be 
construed as liquidated damages.  If the Security Deposit is reduced by such 
use or application, Tenant shall deposit with Landlord within ten (10) days 
after written notice, an amount sufficient to restore the full amount of the 
Security Deposit.  In the event of bankruptcy or other insolvency proceeding 
against Tenant or Tenant's guarantor, the Security Deposit shall be deemed 
automatically applied to the payment of overdue Rent from the earliest time 
such Rent became overdue prior to the filing of such proceeding.  Landlord 
shall not be required to keep the Security Deposit separate from Landlord's 
general funds or pay interest on the Security Deposit. Any remaining portion 
of the Security Deposit shall be returned to Tenant within sixty (60) days 
after Tenant has vacated the Premises in accordance with Article 16.

                                      ARTICLE 37

                                    MISCELLANEOUS

     A.     Each of the terms and provisions of this Lease shall be binding
upon and inure to the benefit of the parties hereto, their respective heirs,
executors, administrators, guardians, custodians, successors and assigns,
subject to the provisions of Article 20 respecting Transfers.  However, if
Tenant is an individual and dies or becomes incapacitated, Landlord reserves the
right to terminate this Lease upon thirty (30) days' advance notice to Tenant or
Tenant's legal representative.

     B.     Neither this Lease nor any memorandum of lease or short form lease
shall be recorded by Tenant.

                                       25
<PAGE>

     C.     This Lease shall be construed in accordance with the Laws of the
state and county in which the Center is located.

     D.     All obligations (including indemnity obligations) or rights of
either party arising during or attributable to the period prior to expiration or
earlier termination of this Lease shall survive such expiration or earlier
termination, except as provided to the contrary in Article 33.

     E.     If the Commencement Date is delayed in accordance with Article 2
for more than one year, Landlord may declare this Lease terminated by notice to
Tenant, and if the Commencement Date is so delayed for more than three years,
this Lease shall thereupon be deemed terminated without further action by either
party.

     F.     Landlord agrees that if Tenant timely pays the Rent and performs
the terms and provisions hereunder, Tenant shall hold and enjoy the Premises
during the Term, free of lawful claims by any party acting by or through
Landlord, subject to all other terms and provisions of this Lease.

     G.     The parties agree that they intend hereby to create only the
relationship of landlord and tenant.  No provision hereof, or act of either
party hereunder, shall be construed as creating the relationship of principal
and agent, or as creating a partnership, joint venture or other enterprise, or
render either party liable for any of the debts or obligations of the other
party, except under any indemnity provisions of this Lease.

     H.     Tenant acknowledges that any site or lease plan of the Center
attached as an Exhibit hereto shall not be deemed a representation, warranty or
agreement by Landlord respecting the Center or any other matter shown thereon
other than the approximate location of the Premises, and that Majors and other
parties unrelated to Landlord may own or control portions of the Center shown on
such Exhibit.

     I.     If applicable Laws require that this Lease be in the form of a
deed, this Lease shall be deemed a deed of lease for all purposes, and Landlord
shall be deemed to have granted and demised the Premises to Tenant for the Term
hereof, subject to the other terms and provisions contained herein.

     J.     This Lease, and any Riders and Exhibits hereto, have been mutually
negotiated by Landlord and Tenant, and any ambiguities shall not be interpreted
in favor of either party.  Any printed provisions that have been deleted shall
not be used to interpret the remaining provisions.

                                      ARTICLE 38

                                        OFFER

     The submission and negotiation of this Lease shall not be deemed an offer
to enter the same by Landlord, but the solicitation of such an offer by Tenant. 
During such period and in reliance on the foregoing, Landlord may, at Landlord's
option, deposit any Security Deposit and Rent, proceed with any alterations or
improvements, and permit Tenant to enter the Premises and make alterations or
improvements.  If Landlord shall fail to execute and mail or deliver this Lease
to Tenant within such period, Tenant may revoke its offer to enter this Lease by
sending notice thereof to Landlord before Landlord mails or delivers an executed
copy of this Lease to Tenant.  In such case, Landlord shall return any Security
Deposit and Rent to Tenant, and Tenant shall promptly remove any alterations,
improvements, fixtures or personal property made or placed in or upon the
Premises by Tenant or its contractors, agents or employees and restore the same
to good condition as required under Article 16.  If Tenant shall seek to revoke
its offer to enter this Lease in violation of the foregoing provisions, Landlord
shall have the options of forfeiting and retaining any Security Deposit and Rent
theretofore paid, as liquidated damages without executing and delivering this
Lease to Tenant, or executing and delivering this Lease to Tenant and enforcing
the same as a valid and binding lease agreement.


                                      ARTICLE 39

                           AMERICANS WITH DISABILITIES ACT

     The parties acknowledge that the Americans With Disabilities Act of 1990 
(42 U.S.C. Section 12101 ET SEQ.) and regulations and guidelines promulgated 
thereunder, as all of the same may be amended and supplemented from time to 
time (collectively referred to herein as the "ADA") establish requirements 
for business operations, accessibility and barrier removal, and that such 
requirements may or may not apply to the Premises and Center depending on, 
among other things: (1) whether Tenant's business is deemed a "public 
accommodation" or "commercial facility", (2) whether such requirements are 
"readily achievable", and (3) whether a given alteration affects a "primary 
function area" or triggers "path of travel" requirements.  The parties hereby 
agree that: (a) Landlord shall be responsible for ADA Title III compliance in 
the Common Areas, except as provided below, (b) Tenant shall be responsible 
for ADA Title III compliance in the Premises, including any leasehold 
improvements or other work to be performed in the Premises under or in 
connection with this Lease, and (c) Landlord may perform, or require that 
Tenant perform, and Tenant shall be responsible for the cost of, ADA Title 
III "path of travel" requirements triggered by alterations in the Premises.  
Tenant shall be solely responsible for requirements under Title I of the ADA 
relating to Tenant's employees.


                                       26
<PAGE>

                                    ARTICLE 40

                                 ENTIRE AGREEMENT

     This Lease, together with Riders One through THREE, and Exhibits A 
through E (WHICH COLLECTIVELY ARE HEREBY INCORPORATED WHERE REFERRED TO 
HEREIN AND MADE A PART HEREOF AS THOUGH FULLY SET FORTH), contains all the 
terms and provisions between Landlord and Tenant relating to the matters set 
forth herein and no prior or contemporaneous agreement or understanding 
pertaining to the same shall be of any force or effect.  Without limiting the 
generality of the foregoing, Tenant hereby acknowledges and agrees that 
Landlord's leasing and field personnel are only authorized to show the 
Premises and negotiate terms and conditions for leases subject to Landlord's 
final approval, and are not authorized to make any agreements, 
representations, understandings or obligations binding upon Landlord, 
respecting the present or future condition of the Premises or Center, 
suitability of the same for Tenant's business, or any other matter, and no 
such agreements, representations, understandings or obligations not expressly 
contained herein shall be of any force or effect. TENANT HAS RELIED ON 
TENANT'S INSPECTIONS AND DUE DILIGENCE IN ENTERING THIS LEASE AND NOT ON ANY 
REPRESENTATIONS OR WARRANTIES MADE BY LANDLORD CONCERNING THE CONDITION OR 
SUITABILITY OF THE PREMISES OR CENTER FOR ANY PARTICULAR PURPOSE.  Neither 
this Lease, nor any Riders or Exhibits referred to above may be modified, 
except in writing signed by both parties.

     IN TESTIMONY WHEREOF, the parties have caused this Lease to be signed 
under seal by their respective representatives designated below, or if either 
party is a corporation, it has caused these presents to be signed by its 
president or other officer designated below, attested by its secretary, and 
its corporate seal to be affixed, and if the Center is in Washington, D.C., 
does hereby appoint such president or other officer its true and lawful 
attorney-in-fact to acknowledge and deliver these presents as its act and 
deed as of the day and year first above written.

                              LANDLORD: PINE STREET DEVELOPMENT L.L.C.,
                                        a Washington limited liability company

                                    BY: RGHK SEATTLE L.L.C., a Washington
                                        limited liability company, Manager

                                    BY:
                                        --------------------------------------
                          NAME PRINTED:
                                        --------------------------------------
                                 TITLE:
                                        --------------------------------------

ATTEST:                         TENANT: CUTTER & BUCK, INC.,
                                        a Washington corporation

By:                                 BY:
    ---------------------               --------------------------------------
Its:                      NAME PRINTED:
    ---------------------               --------------------------------------
                                 TITLE:
                                        --------------------------------------

STATE OF                 )
         ---------------
                         )  SS

COUNTY OF                )
         ---------------


I, __________________________, a Notary Public in and for said County, in the
State aforesaid, DO HEREBY CERTIFY that ______________________, personally known
to me to be the ______________ of RGHK SEATTLE L.L.C., a Washington limited
liability company, Manager of Pine Street Development L.L.C., and
_____________________________, personally known to me to be the ____________ of
said company and personally known to me to be the same persons whose names are
subscribed to the foregoing instrument, appeared before me this day in person
and severally acknowledged that they signed and delivered the said instrument as
______________ and ____________ of said company, as their free and voluntary act
and as the free and voluntary act and deed of said company, for the uses and
purposes therein set forth.

GIVEN under my hand and Notarial Seal this ____ day of August, 1998.

My Commission Expires:                       ----------------------------------
                                             Notary Public
-----------------------

STATE OF                 )
         ---------------
                         )  SS

COUNTY OF                )
         ---------------

I, ____________________________, a Notary Public in and for said County, in the
State aforesaid, do hereby certify that ____________________________, personally
known to me to be the ______________ President of CUTTER & BUCK, INC., a
Washington corporation, duly licensed to transact business in the State of
_____________, and ______________, personally known to me to be the ____________
Secretary of said corporation and personally known to me to be the same persons
whose names are subscribed to the foregoing instrument, appeared before me this
day in person and severally acknowledged that they signed and delivered the said
instrument as ___________ President and ____________ Secretary of said
corporation, and caused the Corporate Seal of said corporation to be affixed
thereto, pursuant to authority given by the Board of Directors of said
corporation, as their free and voluntary act and as the free and voluntary act
and deed of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and Notarial Seal this ____ day of August, 1998.


My Commission Expires:                       ----------------------------------
                                             Notary Public
-----------------------


                                       27
<PAGE>

                                      RIDER ONE
                                        RULES

     (1)    COMMON AREAS.   Tenant shall not use the Common Areas, including
areas adjacent to the Premises, for any purpose other than ingress and egress,
and any such use thereof shall be subject to the other provisions of this Lease,
including these Rules.  Without limiting the generality of the foregoing, Tenant
shall not use the Common Areas to canvass, solicit business or information from,
or distribute any article or material to, other tenants, occupants or invitees
of the Center.  Tenant shall not allow anything to remain in any passageway,
sidewalk, court, corridor, stairway, entrance, exit, elevator, shipping area, or
other area outside the Premises.  Janitorial closets, utility closets, telephone
closets, broom closets, electrical closets, storage closets, and other such
closets, rooms and areas shall be used only for the purposes and in the manner
designated by Landlord, and may not be used by Tenant, or its contractors,
agents, employees, or other parties without Landlord's prior written consent.

     (2)    DELIVERIES.   Furniture, inventory and all other deliveries may be
brought into the Center only at times and in the manner designated by Landlord,
in compliance with all Laws, and always at Tenant's sole risk.  Landlord may
inspect items brought into the Center or Premises with respect to weight or
dangerous nature or compliance with this Lease or applicable Laws.  Tenant's use
of any freight elevators, loading and service areas at the Center shall be
subject to scheduling by Landlord.  Tenant shall not take or permit to be taken
in or out of other entrances or elevators of the Center, any item normally
taken, or which Landlord otherwise requires to be taken, in or out through
service doors or on freight elevators.  Tenant shall move all inventory,
supplies, furniture, equipment and other items as soon as received directly to
the Premises.  Any hand-carts used at the Center shall have rubber wheels and
side guards and no other material handling equipment may be brought upon the
Center except as Landlord shall approve in writing in advance.

     (3)    TRASH.  All garbage, refuse, trash and other waste shall be kept in
the kind of container, placed in the areas, and prepared for collection in the
manner and at the times and places specified by Landlord, subject to Article 26
respecting Hazardous Materials.  If Landlord designates a service to pick up
such items, Tenant shall use the same at Tenant's cost.  If Landlord shall
provide or arrange for such service, Tenant shall pay Tenant's Proportionate
Share of the cost thereof (or such other share as Landlord may fairly and
reasonably determine) to Landlord on or before the first day of each calendar
month in advance, or Landlord may include such charges in Center Expenses. 
Landlord reserves the right to require that Tenant participate in any recycling
program designated by Landlord.

     (4)    FIRE PROTECTION.  If Landlord installs or has heretofore installed
a supervised fire sprinkler and/or alarm system for the protection of the
Center, Tenant shall pay Tenant's Proportionate Share of the cost thereof (or
such other share as Landlord may fairly and reasonably determine) to Landlord on
or before the first day for each calendar month in advance, or Landlord may
include such charges in Center Expenses.

     (5)    PEST CONTROL.   Tenant shall use, at Tenant's cost, such pest and
rodent extermination contractor as Landlord may direct and at such intervals as
Landlord may require.  In the alternative, from time to time, Landlord may
arrange for pest control (in which case, Tenant shall pay Tenant's Proportionate
Share of the cost thereof, or such other share as Landlord may fairly and
reasonably determine to Landlord on or before the first day of each calendar
month in advance, or Landlord may include such charges in Center Expenses). 
Tenant shall provide Landlord with evidence of Tenant's compliance with this
provision within five (5) days after Landlord's written request.

     (6)    SIGNS AND DISPLAY WINDOWS.   Tenant shall not place any sign or
other thing of any kind outside the Premises (including without limitation,
exterior walls and roof), or on the interior or exterior surfaces of glass panes
or doors, except such single sign as Landlord shall expressly approve in writing
for or in connection with Tenant's storefront.  Notwithstanding the foregoing,
Tenant shall have the right, during the Term and only so long as Tenant is open
for business in the Premises, to place one (1) sign on the exterior of the third
floor of the Center immediately adjacent the Premises, subject to Landlord's
approval and compliance with Laws.  The exterior sign shall be well lit during
such hours designated by Landlord and Tenant shall clean, repair, and maintain
the same so that it remains in first class condition. Within the Premises,
Tenant shall not:  (i) install any sign that advertises any product, (ii)
install any sign within 24 inches of any window, or (iii) install any sign that
is visible from outside the Premises or that is illuminated, without Landlord's
prior written approval.  If Landlord approves or requires illuminated signs,
Tenant shall keep the same illuminated each day of the Term during the hours
designated by Landlord from time to time.  All Tenant's signs shall be
professionally designed, prepared and installed and in good taste so as not to
detract from the general appearance of the Premises or the Center and shall
comply with the sign criteria attached hereto as Exhibit C or otherwise
developed by Landlord from time to time.  After the initial installation of
Tenant's storefront sign as approved in writing by Landlord in accordance with
these provisions, Landlord reserves the right to require from time to time that
Tenant change or replace such sign in order to comply with any new sign criteria
developed by Landlord, at Landlord's expense.  The term "sign" in this Rule
shall mean any sign, placard, picture, name, direction, lettering, insignia or
trademark, advertising material, advertising display, awning or other such item,
except that Tenant's storefront sign shall be an actual sign.  Blinds, shades,
drapes or other such items shall not be placed in or about the windows in the
Premises except to the extent, if any, that the character, shape, design, color,
material and make thereof is first approved by Landlord in writing.

     (7)    DISPLAY OF MERCHANDISE.   Tenant shall not place or maintain any
permanent or temporary fixture or item or display any merchandise:  (i) outside
the Premises, or (ii) anywhere inside the Premises within six (6) feet of any
entrance to the Premises (except that for any recessed entry of the Premises,
Tenant shall not so place or maintain fixtures within three (3) feet of such
entrance).  All displays of merchandise shall be tasteful and professional.

<PAGE>

     (8)    PLUMBING EQUIPMENT.   The toilet rooms, urinals, wash bowls, drains
and sewers and other plumbing fixtures, equipment and lines shall not be misused
or used for any purpose other than that for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown therein, and Tenant
shall properly install, maintain, clean, repair and replace adequate grease
traps.

     (9)    ROOF; AWNINGS AND PROJECTIONS.   Tenant shall not install any
aerial, antennae, satellite dish or any other device on the roof, exterior walls
or Common Areas of the Center.  Tenant may install and have access to rooftop
HVAC equipment only to the extent approved or required by Landlord from time to
time in connection with Tenant's obligations under Articles 10 and 11 of this
Lease.  No awning or other projection shall be attached by or for Tenant to the
exterior walls of the Premises or the building of which it is a part.

     (10)   OVERLOADING FLOORS.   Tenant shall not overload any floor or part
thereof in the Premises or Center including any public corridors or elevators
therein, and Landlord may direct and control the location of safes, vaults and
all other heavy articles and require supplementary supports of such material and
dimensions as Landlord may deem necessary to properly distribute the weight at
Tenant's expense (including expenses for structural review and engineering).

     (11)   LOCKS AND KEYS.   Upon termination of the Lease or Tenant's right
to possession, Tenant shall:  (i) return to Landlord all keys, parking stickers
or key cards, and in the event of loss of any such items shall pay Landlord
therefor, and (ii) advise Landlord as to the combination of any vaults or locks
that Landlord permits to remain in the Premises.

     (12)   UNATTENDED PREMISES.   Before leaving the Premises unattended,
Tenant shall close and securely lock all doors or other means of entry to the
Premises and shut off all lights (except signs required to be illuminated
hereunder), water faucets and other utilities in the Premises (except heat to
the extent necessary to prevent the freezing or bursting of pipes).  This
provision shall not imply that Tenant may leave the Premises unattended in
violation of the operating requirements set forth elsewhere in this Lease.

     (13)   ENERGY CONSERVATION.   Subject to Rule (6) concerning illumination,
Tenant shall not waste electricity, water, heat or air conditioning, or other
utilities or services, and agrees to cooperate fully with Landlord and comply
with any Laws to assure the most effective and energy efficient operation of the
Center.

     (14)   FOOD, BEVERAGES, GAME AND VENDING MACHINES.   Except to the extent
expressly permitted under Article 1 of this Lease, Tenant shall not:  (i) use
the Premises for the manufacture, preparation, display, sale, barter, trade,
gift or service of food or beverages, including without limitation, intoxicating
liquors, or (ii) install, operate or use any video, electronic or pinball game
or machine, or any coin or token operated vending machine or device to provide
products, merchandise, food, beverages, candy, cigarettes or other commodities
or services including, but not limited to, pay telephones, pay lockers, pay
toilets, scales, and amusement devices; provided, however, that Tenant may
install vending machines for the sale of non-alcoholic beverages, food, and
candy in an area not visible from the sale area or exterior of the Premises for
the exclusive use of Tenant's employees.

     (15)   GOING-OUT-OF-BUSINESS SALES AND AUCTIONS.   Tenant shall not use,
or permit any other party to use, the Premises for any distress, fire,
bankruptcy, close-out, "lost our lease" or going-out-of-business sale or
auction.  Tenant shall not display any signs advertising the foregoing anywhere
in or about the Premises.  This prohibition shall also apply to Tenant's
creditors.

     (16)   LABOR RELATIONS.   Tenant shall conduct its labor relations and
relations with employees so as to avoid strikes, picketing, and boycotts of, on
or about the Premises or Center.  If any employees strike, or if picket lines or
boycotts or other visible activities objectionable to Landlord are established,
conducted or carried out against Tenant, its employees, agents, contractors, or
subcontractors in or about the Premises or Center, Tenant shall immediately
close the Premises and remove or cause to be removed all such employees, agents,
contractors, and subcontractors until the dispute has been settled.

     (17)   LANDLORD'S TRADENAME AND TRADEMARKS.   No symbol, design, name,
mark or insignia adopted by Landlord for the Center or picture or likeness of
the Center shall be used by Tenant without the prior written consent of
Landlord, except as provided in Article 9 of this Lease.

     (18)   PROHIBITED ACTIVITIES.   Tenant shall not:  (i) use strobe or
flashing lights in or on the Premises or in any signs therefor, (ii) use, sell
or distribute any leaflets, handbills, bumper stickers, other stickers or
decals, balloons or other such articles in the Premises (or other areas of the
Center), (iii) operate any loudspeaker, television set, phonograph, radio, CD
player or other musical or sound producing instrument or device so as to be
heard outside the Premises, (iv) operate any electrical or other device which
interferes with or impairs radio, television, microwave, or other broadcasting
or reception from or in the Center or elsewhere, (v) bring or permit any bicycle
or other vehicle, or dog (except in the company of a blind party) or other
animal, fish or bird in the Center, (vi) make or permit objectionable noise,
vibration or odor to emanate from the Premises or any equipment serving the
same, (vii) do or permit anything in or about the Premises that is unlawful,
immoral, obscene, pornographic, or which tends to create or maintain a nuisance
or do any act tending to injure the reputation of the Center, (viii) use or
permit upon the Premises anything that violates the certificates of occupancy
issued for the Premises or the Center, or

                                 Rider One - 2

<PAGE>

causes a cancellation of Landlord's insurance policies or increases Landlord's
insurance premiums (and Tenant shall comply with all requirements of Landlord's
insurance carriers, the American Insurance Association, and any board of fire
underwriters), (ix) use the Premises for any purpose, or permit upon the
Premises anything, that may be dangerous to parties or property (including but
not limited to flammable oils, fluids, paints, chemicals, firearms or any
explosive articles or materials), nor (x) do or permit anything to be done upon
the Premises in any way tending to disturb, bother or annoy any other tenant at
the Center or the occupants of neighboring property.

     (19)   PARKING.   Except as expressly provided in the Lease, Tenant and
Tenant's employees shall park their cars only in off-site parking areas.  Tenant
shall furnish Landlord with a list containing the description and automobile
license numbers (and State of issuance) of the cars of Tenant and its employees
within five (5) days of any request by Landlord, and shall thereafter advise
Landlord of any changes, additions or deletions to such list.  Landlord reserves
the right to:  (i) adopt additional requirements pertaining to parking,
including without limitation, a parking system with charges favoring shoppers
and any other parking system by validation, metering or otherwise, (ii) assign
specific spaces or areas, and reserve spaces for small cars, handicapped
individuals, valet patrons, customers of tenants or other parties (and Tenant's
visitors shall not park in any such assigned or reserved spaces) and (iii)
restrict or prohibit full size vans and other large vehicles.  In case of any
violation of these provisions or any applicable Laws, Landlord may refuse to
permit the violator to park, and remove the vehicle owned or driven by the
violator from the Center without liability whatsoever, at such violator's risk
and expense.  These provisions shall be in addition to any other remedies
available to Landlord under this Lease or otherwise.  Landlord also reserves the
right to lease or convey the parking operation to the City of Seattle or an
independent parking operator and Tenant agrees to abide by such rules and
regulations as such party shall from time to time promulgate.

     (20)   RESPONSIBILITY FOR COMPLIANCE.   Tenant shall be responsible for
ensuring compliance with these Rules, as they may be amended, by Tenant's
employees and as applicable, by Tenant's agents, contractors, subcontractors,
and suppliers.

                                 Rider One - 3

<PAGE>


                                      RIDER TWO   
                                    STANDARD RIDER

     Notwithstanding anything to the contrary contained in the Lease, the
parties agree as follows (and in case of any express inconsistency between the
Lease and this Rider, the latter shall control):

     1.     AGENCY.  This Lease is executed by RGHK SEATTLE L.L.C., not
personally, but as managing agent for the Landlord in the exercise of the power
and authority conferred on it by Landlord.  It is expressly understood and
agreed that nothing in this Lease will be construed as creating any liability
whatsoever against said managing agent, or its officers, directors, shareholders
or partners and, in particular, without limiting the generality of the
foregoing, there shall be no personal covenant, either express or implied,
herein contained to the end that Landlord will be solely responsible therefor.

     2.     CENTER HVAC CHARGE.  "Center Expenses" shall, in addition to
amounts specified in Articles 5 and 28B of the Lease, include the cost of
heating, ventilating and cooling the enclosed Common Areas of the Center as of
the Commencement Date.  Tenant shall, pay its Proportionate Share of the Center
HVAC charge in an amount determined from time to time by Landlord, in advance,
on or before the first day of each calendar month as a part of the "Center
Expenses".  Landlord reserves the right to discontinue the HVAC charge as a part
of the "Center Expenses" and to include such costs as a separate "Center HVAC
Charge" at any time.

     3.     LANDLORD'S UTILITIES.  In accordance with and subject to the
provisions of Article 10 of the Lease, Landlord shall make arrangements to
furnish those utility services ("Landlord's Utilities") described in Exhibit D
hereto on the terms set forth therein.  Tenant shall purchase the Landlord's
Utilities from Landlord (or from such other party that may, from time to time,
operate a plant in the Center or the Building and provide the Landlord's
Utilities) pursuant to and in accordance with Exhibit D.  Such payments shall be
made within ten (10) days after receipt of invoice therefor, but not more often
than once a month, commencing with the month that the Landlord's Utilities are
first furnished to Tenant (which shall not be earlier than the Commencement
Date) and continuing during the Term of this Lease, whether or not the Premises
is being occupied by Tenant.  At Landlord's option, Tenant shall pay for such
services, in advance, on or before the first day of each calendar month in an
amount equal to one-twelfth (1/12) of the amount estimated by Landlord for each
calendar year, subject to annual adjustments in the manner described in Exhibit
D.  In the event Tenant installs or constructs a mezzanine or similar structure
which increases the floor area of the Premises, such additional floor area shall
be added to the original rentable area of the Premises for the purpose of
calculating the Landlord Utility Charge.  In the event of any express
inconsistency between Article 10 and Exhibit D, the latter shall control.

     4.     TENANT'S INITIAL WORK.  In connection with Tenant's Initial Work
under Article 6 of the Lease and Exhibit B, Landlord shall deliver  to Tenant
illustrative outline drawings of the Premises which contain basic architectural,
electrical and mechanical information necessary for the preparation of Tenant's
plans and specifications for Tenant's Initial Work.  Tenant shall submit
Tenant's Working Drawings, as defined in Exhibit B, to Landlord not later than
thirty (30) days after Landlord's approval of Tenant's Preliminary Drawings (or
such earlier date that will allow Tenant to complete all work and open the
Premises by the Commencement Date as aforesaid).  If Landlord rejects Tenant's
Preliminary Drawings or Tenant's Working Drawings,  Tenant shall resubmit the
same with appropriate changes as required by Landlord within ten (10) days after
Landlord's rejection notice.  For any requirements under Exhibit B as to which
no time frame for compliance is set, Tenant shall comply promptly and
diligently, and in no event later than ten (10) days after written notice from
Landlord (and any failure to comply within such time, or within any time periods
specified for any other matters herein or in Exhibit B, shall be a Default under
the Lease).  At Landlord's sole discretion, Tenant shall not be permitted to
open the Premises for business, nor shall any storefront barricade be removed,
until construction of Tenant's Initial Work is completed consistent with
Tenant's Approved Working Drawings, the Premises is fully fixtured, and Tenant
is prepared to operate the Premises in accordance with the provisions of
Articles 6 and  8 of the Lease.  The term "Rent Commencement Date" used in
Exhibit B shall mean the Commencement Date set forth in Article 1 of the Lease.

     5.     

<PAGE>

                                     RIDER THREE
                             CONSTRUCTION ALLOWANCE RIDER

     1.     CONSTRUCTION ALLOWANCE AND PAYMENT.  Subject to the provisions of 
this Rider, Landlord shall pay to Tenant a construction allowance (the 
"Allowance") in an amount equal to ONE HUNDRED TWENTY-THREE THOUSAND EIGHT 
HUNDRED TWO DOLLARS ($123,802.00), provided that in no event shall the 
Allowance exceed the actual cost of the improvement work performed by Tenant 
at the Premises.  Landlord shall pay portions of the Allowance to Tenant 
within sixty (60) days after the request of Tenant (but not more than three 
[3] installments in the aggregate), provided that Tenant is not then in 
default under this Lease. Landlord shall pay the Allowance in three (3) 
installments as follows:  (i) the first installment shall be for thirty 
percent (30%) of the Allowance and shall be payable at such time as at least 
thirty percent (30%) of the total Tenant's Initial Work has been performed in 
Landlord's reasonable determination, (ii) the second installment shall be for 
an additional thirty percent (30%) of the Allowance provided that at least 
sixty percent (60%) of the total Tenant's Initial Work has been performed in 
Landlord's reasonable determination, and (iii) the balance of the Allowance 
shall be payable upon Tenant having completed and paid for all of Tenant's 
Initial Work and opened for business, provided that payments of the Allowance 
shall be further subject to the following:

     (a)    With respect to the first installment, Tenant has obtained building
            permits and has furnished to Landlord copies thereof;

     (b)    With respect to each of the first two (2) installments:

            (i)     Tenant has furnished Landlord with evidence that Tenant has
                    theretofore performed all the work for which that portion of
                    the Allowance is being requested in accordance with the
                    approved plans and specifications and in accordance with all
                    other applicable provisions of this Lease;

            (ii)    Tenant has fully paid for all of the work theretofore
                    performed and has furnished to Landlord a certificate from
                    an officer of Tenant stating that all the work theretofore
                    performed has been paid for and setting forth the total
                    amount that was spent on the work;

            (iii)   Tenant has furnished Landlord original, valid, partial
                    mechanic's lien releases from the general and all other
                    contractors and suppliers who performed work or furnished
                    supplies for or in connection with Tenant's work at the
                    Premises with respect to contracts in excess of $2,000.00
                    covering all of the work theretofore performed and such
                    other evidence, including, without limitation, the general
                    contractor's sworn statement, as Landlord may reasonably
                    request to evidence that no liens can arise from the work
                    theretofore performed;

            (iv)    Tenant has furnished Landlord (a) an affidavit from Tenant
                    listing all contractors and suppliers whom Tenant has
                    contracted with in connection with the work, together with
                    the cost of each contract, and (b) an affidavit from
                    Tenant's general contractor listing all subcontractors and
                    suppliers whom the general contractor has contracted with in
                    connection with the work, together with the cost of each
                    contract; and

            (v)     Tenant shall not be in default under the Lease beyond any
                    applicable cure period.

     (c)    With respect to the last installment:

            (i)     Tenant has performed all the work in accordance with the
                    approved plans and specifications and in accordance with all
                    other applicable provisions of this Lease, including, but
                    not limited to the completion of all punchlist items;

<PAGE>

            (ii)    Tenant has furnished Landlord (a) an affidavit from Tenant
                    listing all contractors and suppliers whom Tenant has
                    contracted with in connection with the work, together with
                    the cost of each contract, and (b) an affidavit from
                    Tenant's general contractor listing all subcontractors and
                    suppliers whom the general contractor has contracted with in
                    connection with the work, together with the cost of each
                    contract;

            (iii)   Tenant has obtained a certificate of occupancy with respect
                    to the Premises;

            (iv)    Tenant has fully paid for all of the work and has furnished
                    to Landlord a certificate from an officer of Tenant stating
                    that all the work has been paid for and setting forth the
                    total amount that was spent on the work;

            (v)     Tenant has furnished Landlord original, valid, unconditional
                    mechanic's lien releases from the general and all other
                    contractors and suppliers who performed work or furnished
                    supplies for or in connection with Tenant's work at the
                    Premises (including all parties listed in the affidavits
                    referenced in item [c][ii] above) covering all of the work
                    and such other evidence as Landlord may reasonably request
                    to evidence that no liens can arise form the work;

            (vi)    receipt by Landlord of an Air Balance Report if required by
                    the Lease or by Landlord;

            (vii)   receipt by Landlord from Tenant of two (2) copies of
                    approved sprinkler shop drawings, and (if Landlord so
                    requests) an as-built drawing of the work;

            (viii)  Tenant shall not be in default under the Lease beyond any
                    applicable cure period;

            (ix)    the execution by Tenant and delivery to Landlord of Tenant's
                    estoppel certificate or statement as described in the Lease
                    and stating, in part, that Tenant reserves no rights for
                    claims, offsets, or back-charges, except as expressly
                    provided in Paragraph 5 below;

            (x)     receipt by Landlord from Tenant of all certificates of
                    insurance required under the Lease;

            (xi)    receipt by Landlord from Tenant of a written representation
                    that all bills for labor and materials for work done or
                    authorized by Tenant or performed to Tenant's account in
                    connection with the Premises have been paid (with invoices
                    or other back-up confirming all costs incurred by Tenant for
                    the work with such costs equal to or in excess of the
                    Allowance);

            (xii)   the opening by Tenant of its business in the Premises; and

            (xiii)  such other documents as may be reasonably required by
                    Landlord, Mortgagee(s) or the title company.

All documents required pursuant to the Rider shall be delivered to 520 Pike
Tower, Suite 2200, Seattle, Washington 98101.

     2.     PAYMENT OF COSTS; RIGHT OF DEDUCTION.  Tenant shall have paid
Landlord any and all costs payable by Tenant under the Lease, or, if applicable,
Landlord and Tenant shall have agreed in writing to an offset against the
Allowance for such amounts.  Any improvement or work done or authorized by the
Tenant or performed to Tenant's account, the cost of which remains unpaid at the
time the Allowance is otherwise payable, and any accrued Rent which remains
unpaid at the time the Allowance is payable, will be deducted from any Allowance
payment of Landlord to Tenant and Landlord may hold the same as security against
any liens arising therefrom or Landlord may pay such unpaid cost for and on
behalf of Tenant.

                                 Rider Three - 2

<PAGE>

     3.     LATE OPENING.  

     4.     CERTIFICATE.  In addition to Tenant's estoppel certificate, Tenant
shall, upon request by Landlord or any lender of Landlord, promptly execute and
deliver to Landlord or such lender, or such other party as either shall specify,
a certificate certifying whichever of the following is then true:  that the
Allowance has been paid in full by Landlord to Tenant; that the Allowance or a
portion thereof is due and payable by Landlord to Tenant specifying such due and
payable amount; that one or more of the conditions precedent set forth in
Section 1 hereof has not been met, specifying such unmet condition or
conditions; that the Allowance has been offset by a certain amount payable by
Tenant to Landlord pursuant to Sections 2 and 3 hereof, specifying the amount of
the offset.

     5.     APPLICATION AGAINST MINIMUM RENT.  In the event that Landlord fails
to pay any installment of the Allowance within sixty (60) days after all of the
conditions of payment of the respective installment are met then, after receipt
by Landlord of written notice from Tenant advising Landlord that the respective
installment has not been paid, Tenant shall have the right, in addition to any
other rights or remedies it may have, to set-off the unpaid amount of the
installment plus interest on that part of the Allowance remaining unpaid from
time to time at the Default Rate commencing with the ninety-first (91st) day
following the date Tenant has satisfied all requirements for the disbursement of
the respective installment from the Minimum Rent that is otherwise payable
pursuant to the terms of this Lease.  Tenant shall advise Landlord in writing of
the amount of the Allowance which is being set-off against each installment of
Minimum Rent as such portion of the Allowance is so set-off.  The notice
required pursuant to the terms of this paragraph shall be given to Landlord at
the address for notices provided in this Lease.

                                 Rider Three - 3


<PAGE>

                                     EXHIBIT A
                                          
                             CUTTER & BUCK/PACIFIC PLACE
                                    PAGE 1 OF 2

                                      [GRAPHIC]

<PAGE>


                                     EXHIBIT A
                                          
                             CUTTER & BUCK/PACIFIC PLACE
                                    PAGE 2 OF 2

                                      [GRAPHIC]

<PAGE>


                                     EXHIBIT A-1

                                  LEGAL DESCRIPTION

Lots 1 through 11 and the westerly 40 feet of Lot 12 in Block 3 of addition to
the town of Seattle.  As laid off by the heirs of Sarah A. Bell, deceased
(commonly known as the Heirs of Sarah A. Bell's Addition to the City of
Seattle), as per plat recorded in Volume 1 of Plats, page 103, records of King
County:

Together with the vacated alley living within said block, as vacated under City
of Seattle Ordinance Nos. 82259, 82351 and 110092;

Except the southerly 7 feet of said Lot 1 and the southerly 7 feet of the
westerly 40 feet of said Lot 12 condemned in King County Superior Court Cause
No. 57057 for the widening of Pine Street, as provided by City of Seattle
Ordinance No. 14500;

And except that portion of the alley lying adjacent to the southerly 7 feet of
Lot 1 and the southerly 7 feet of the westerly 40 feet of Lot 12;

Together with that portion of Lot 12, Block 3, Heirs of Sarah A. Bell's Addition
to the City of Seattle, according to plat recorded in Volume 1 of Plats, page
103, records of King County, Washington, particularly described as follows:

Beginning at the intersection of the northerly line of Pine Street as now
established by Ordinance No. 14500 of the City of Seattle with the westerly line
of Seventh Avenue and running thence westerly along the northerly line of Pine
Street as now established 80 feet; thence northwesterly parallel with the
westerly line of Seventh Avenue, 50 feet, more or less, to the northwesterly
line of said Lot 12 thence northeasterly along the last mentioned line 80 feet
to the westerly line of Seventh Avenue; thence southeasterly along the last
mentioned line to the place of beginning.

Situated in the City of Seattle, County of King, State of Washington.

<PAGE>

                                     EXHIBIT A-2
                                          
                             CUTTER & BUCK/PACIFIC PLACE
                               DEPICTION OF WINDOW AREA

                                      [GRAPHIC]



<PAGE>

                                              NAME OF CENTER:  PACIFIC PLACE
                                                      TENANT:  CUTTER & BUCK


                                      EXHIBIT B

                                 CONSTRUCTION EXHIBIT


     This Exhibit B is subject to and shall be supplemented by the Design
Criteria (defined below) for the Center.  All terms herein that are defined in
the body of the Lease to which this Exhibit is attached shall have the meanings
provided for them in the body of the Lease.  The Term "Tenant's Work" shall mean
any work performed by Tenant, whether Tenant's Initial Work or work subsequent
thereto.

     Attachment 2 hereto contains special provisions that pertain to most or all
of the tenants at the Center, or to certain types of tenants at the Center, or
to tenants in certain locations at the Center, as noted in said Attachment. 
With respect to such tenants, said provisions on Attachment 2 shall govern in
case of any conflict with the other provisions of this Exhibit.

SECTION I.          DELIVERY OF PREMISES BY LANDLORD 

     1.  Except as may be otherwise specifically set forth in this Lease, and
except for punchlist items with respect to those items which Landlord is
required to furnish or perform pursuant to Paragraph 3 below, Tenant shall take
the Premises in an "as is" condition and all work to be performed at the
Premises shall be performed by Tenant at Tenant's expense.

     2.  Landlord does not warrant any information Landlord may have furnished
or will furnish Tenant regarding the Premises.  It shall be Tenant's
responsibility to verify existing field conditions and measurements of the
Premises.  Tenant's failure to verify the existing conditions and measurements
of the Premises shall not relieve Tenant of any expenses or responsibilities
resulting from such failure, nor shall Landlord have any liability or
obligations to Tenant arising from such failure.

     3.  Landlord has provided the following at Landlord's expense:

            a.      A basic structure for the Premises.  The floor structure has
                    been designed to accommodate 75/psf of live load with an
                    additional 25/psf allowed for partition load, 10/psf for
                    mechanical/ceiling and 25/psf for floor fill and/or finish
                    materials.

            b.      Float finish/clean floor; depressed two inches (2") from
                    mall finish floor elevation at the lease line.

            c.      A tappable sanitary waste & vent located in the vicinity of
                    the Premises.

            d.      A tappable water line riser between Gridlines J & K and 4 &
                    5 and below the Premises for distribution of cold water.

            e.      Designated connection point on a distribution backboard at
                    the Common Area telephone closet for Tenant's telephone
                    line, and an empty conduit stubbed into Tenant's space from
                    the closet.

            f.      Designated connection point at the tenant switchboard for
                    Tenant's electric service. See Attachment 1 hereto for
                    further information regarding electrical.

            g.      Sprinkler trunk lines leading up to the Premises.  A
                    sprinkler grid may or may not exist within the Premises and,
                    if existing, Tenant, at Tenant's cost, shall be responsible
                    for making all modifications to it such that it will be
                    adequate for Tenant's use and in compliance with applicable
                    Law and the Design Criteria.  

            h.      Neutral piers at the front lease line.

                                      B - 1

<PAGE>


            i.      Soffit at the front lease line at a height as designated in
                    the Landlord's Design Criteria.

            j.      Metal studs with insulation and vapor barrier (no dry wall)
                    at Tenant side of exterior building walls to the height of
                    the exterior wall movement joint.

            k.      Unfinished ceiling consisting of exposed fireproofed
                    structural steel.

            l.      Landlord shall provide a louver at the exterior wall or a
                    duct to the Tenant spaces for connection by Tenant to
                    provide toilet exhaust for the tenant's Premises in
                    accordance with the Design Criteria.  Alternatively, tenants
                    with roof access shall provide a toilet exhaust system
                    through the roof in accordance with the Design Criteria. 
                    Toilet exhaust means shall be determined by Landlord as
                    designated on the Tenant's Lease outline drawing(s).

            m.      There will be a central fire alarm system for tenant spaces;
                    Landlord shall furnish a designated connection point for
                    connection by Tenant.

            n.      See Attachment 1 hereto with respect to HVAC for the
                    Premises.

            o.      Landlord may or may not have gas service available at the
                    Center.  If gas service is not available and Tenant needs
                    gas service, Tenant shall be responsible for obtaining gas
                    service at its cost.

            p.      There will be a building automation system provided for the
                    Tenant spaces to control Tenant lighting for show windows
                    and signage; and HVAC controls.  Landlord shall provide a
                    designated connection point or points for connection of
                    Tenant control systems in the vicinity of the Premises.

            q.      Landlord shall provide a designated connection point in the
                    vicinity of the Premises for those tenants required to
                    furnish an emergency page speaker system within the
                    Premises.

     4.     If any of the Landlord Work described above is not already in
place, and Tenant wishes to perform such work, Landlord, at Landlord's option,
may agree to Tenant performing the work at Landlord's expense.  Tenant shall not
perform any such work unless it has received prior written consent from
Landlord. 

SECTION II.         TENANT'S WORK

     PART ONE.  General Criteria for Tenant's Work.

     1.     Subject to the provisions of this Lease, including this Exhibit,
            Tenant shall construct the Premises as provided in Article 6 of the
            Lease. 

     2.     Tenant shall perform Tenant's Work in accordance with all Laws
            including, without limitation, the building code of the
            jurisdiction in which the Center is located and all requirements of
            the Americans with Disabilities Act.

     3.     Tenant shall prepare its plans and specifications for its Work in
            accordance with this Exhibit, Landlord's design criteria for the
            Center, as the same may be revised or supplemented from time to
            time, and such other criteria as Landlord may furnish Tenant (such
            criteria herein referred to as the "Design Criteria").  The Design
            Criteria contains specific criteria for the design and performance
            of the Work, including the mechanical and electrical work.  The
            Design Criteria may contain "Standard Project Details" as issued
            from time to time with which Tenant shall comply.  In the event
            Landlord changes the Design Criteria after Landlord has approved
            Tenant's plans and specifications, Landlord shall either waive the
            applicability of such change as to the item previously approved, or
            reimburse Tenant for all reasonable costs and expenses incurred by
            Tenant due to such change.                

     4.     Tenant's Initial Work and, except to the extent as may be
            specifically otherwise provided in the Lease, all subsequent Work
            in the Premises which Tenant may wish to perform, shall be subject
            to the advance written approval by Landlord.

                                      B - 2

<PAGE>

     5.     Tenant shall, prior to commencement of Work, obtain all required
            building and other permits at Tenant's expense and post said
            permits at the Premises as required.

     6.     The loads imposed by Work at the Premises (including dead and live
            loads) shall not exceed the allowable load capacity of the existing
            structural systems and components thereof.  

     7.     Tenant shall use only new materials for the Work, including
            improvements, equipment, trade fixtures and all other fixtures. 
            Notwithstanding the foregoing, Tenant may reuse portions of
            existing improvements subject to Landlord's prior written approval,
            provided that said approval shall in no manner relieve Tenant from
            the requirement that all Work comply with this Lease, the Design
            Criteria and all Laws.  Reuse of existing improvements shall be
            clearly indicated on Tenant's Drawings (as defined below). 
            Landlord makes no warranty or representation as to the condition or
            suitability of existing improvements reused by Tenant. 

     8.     Tenant shall make no marks or penetrations into the roof, upper
            floor decks, exterior walls, or floors, unless approved by Landlord
            in advance. 

     9.     If any Work being performed by Tenant to connect to Landlord's
            utilities requires access through the premises of any other tenant
            or otherwise will affect any other tenant and Landlord has approved
            such Work, Tenant shall be responsible for coordinating such Work
            with such other tenant, restoring said tenant's premises to its
            original condition following the Work, and compensating said other
            tenant for any costs incurred by it on account of such Work.

     10.    If any of Tenant's Work necessitates any special work, such as, but
            not limited to, structural modification, increasing the size of
            electric conduit or adding or relocating water service or sanitary
            service, Landlord, at Landlord's election, may perform such work
            and Tenant shall reimburse Landlord the cost thereof plus 15%
            thereof for administration, or require Tenant perform the work at
            Tenant's cost. If Landlord does any work on behalf of Tenant,
            Tenant shall pay fifty percent (50%) of the anticipated cost to
            Landlord prior to commencement of the work and the balance upon
            completion thereof.

     11.    Tenant shall retain Landlord's identification signs or, at Tenant's
            cost, provide new signs for Landlord's utilities, valves, and other
            such devices in the Premises.

     12.    Landlord may at its election require any aspect of Tenant's Work to
            be tested, and Tenant shall cooperate with any such testing
            procedure.

     13.    No approval from Landlord with respect to any aspect of Tenant's
            Work shall be valid unless in writing.

     PART TWO.  Certain Specific Criteria for Tenant's Work

     A.     WALLS; PARTITIONS; DOORS; FLOORS.

            1.      All partitions within the interior of the Premises shall be
                    of metal stud construction, and shall extend to the
                    structure with gypsum board to the ceiling (except if
                    required as a rated wall in which case the gypsum board
                    shall extend to the structure), and shall have gypsum board
                    finish on all sides with taped and sanded joints.  Any
                    combustible materials applied to partitions shall be covered
                    with a fire retardant coating and must be approved by the
                    Fire Marshall in writing.

            2.      Tenant shall install and finish gypsum board at the 
                    demising walls for the Premises.  Gypsum  wall board 
                    at demising walls shall be continuous from  the floor 
                    to the structure above; fire-taped and fire-safed above 
                    Tenant's ceiling.  The cost of the metal studs at the
                    demising walls shall be split with adjacent tenants (if any)
                    and shall be billed to Tenant.  Tenant's share of such cost
                    shall not exceed $2,500.00.  Landlord, at its option,

                                      B - 3

<PAGE>


                    reserves the right to install the demising wall studs for
                    the Tenant(s) and charge each tenant for their share of the
                    installation cost.  If the Premises are adjacent to a
                    service corridor, Tenant shall install and finish the gypsum
                    board at Tenant's side of the service corridor walls.  If
                    the Premises have existing walls and Landlord consents to
                    Tenant retaining said walls, Tenant shall be responsible for
                    causing the walls to comply with the fire rating
                    requirements of any and all applicable jurisdictional
                    authorities. 

            3.      Where the Premises have been previously occupied Tenant
                    shall repair all structural fireproofing to comply with the
                    fire rating requirements.  

            4.      Commercial grade finish hardware, labeled where required,
                    shall be used throughout.

            5.      A two inch (2") floor depression (below the mall finish
                    floor elevation) will exist in the Premises.  Tenant shall
                    be responsible to provide all filler (except Landlord is
                    responsible for filler excess over 2"), sub-flooring and
                    other related flooring materials required to allow Tenant's
                    finish floor elevation to match the mall floor elevation.

            6.      If any part of the floor of the Premises may be exposed to
                    liquids, either accidentally, for cleaning purposes, or as a
                    hazard due to space usage (e.g., restaurants), then Tenant
                    shall provide adequate waterproofing protection beneath its
                    finished flooring.  Tenant shall sleeve, fire stop, flash
                    and caulk all penetrations of floors so that odors or
                    liquids will not penetrate the slab at openings.  Such
                    sleeves shall extend two (2) inches above the finished floor
                    and be installed according to the Design Criteria.  All
                    floor shaft openings to be installed by Tenant, if any,
                    shall have six (6) inch high enclosing curbs integral with
                    Tenant's floor and partition construction in accordance with
                    the Design Criteria.  Tenant shall flood test waterproofed
                    areas for Landlord approval prior to installation of
                    finished floor materials.

            7.      Tenant shall install base building standard flooring as the
                    finished floor material between the storefront lease line
                    and Tenant's storefront closure.  Landlord may at its option
                    require Tenant to purchase the flooring material from
                    Landlord and in such event the cost to Tenant shall be as
                    set forth in Attachment 1.

            8.      Tenant shall not use flooring or tile at the Premises within
                    the sales area containing vinyl or similar material, nor use
                    any adhesives containing asbestos anywhere in the Premises. 
                    All flooring materials must comply with governing codes for
                    flame and smoke spread requirements.

            9.      If Tenant has a door leading to an egress/service corridor
                    and/or an egress stairway, Tenant shall furnish and install
                    the door and an identification sign setting forth Tenant's
                    name and address number.  Landlord shall furnish said sign
                    at a cost to Tenant of $50.00.

     B.     CEILINGS.

            1.      Ceilings shall be non-combustible construction, and shall be
                    gypsum board or acoustical tile of concealed suspension
                    type, or, at a minimum, a tegular type regressed metal grid
                    lay-in type incorporating a 2' x 2' tegular type acoustical
                    tile.  2' x 4' grid systems shall be permitted only in stock
                    areas not visible to the public.  The color of the gypsum
                    board or tile shall match the grid.  Other ornamental or
                    acoustical tile ceilings may be permitted only if Landlord
                    shall so approve in writing.

            2.      Ceilings shall be of the accessible type, or access panels
                    shall be provided as required.


                                      B - 4
<PAGE>

            3.      Furring, framing, and blocking above ceiling shall be of
                    non-combustible materials meeting codes.

            4.      No wood (even if fire treated) or any other combustible
                    material shall be permitted above the ceiling.

     C.     STRUCTURAL.

            1.      Without limitation, any alterations, additions or
                    reinforcements to Landlord's structure, piping, conduit or
                    duct work to accommodate Tenant's Work, or any work that may
                    otherwise affect Landlord's structure, including mezzanines,
                    shall not be performed without in each instance the prior
                    written approval of Landlord. Tenant shall not suspend any
                    of its work from Landlord's construction which was not
                    designed for such purpose.  Tenant shall provide a
                    suspension system as required to suspend Tenant's Work from
                    Landlord's structure only.

            2.      Any live loads required beyond those provided by Landlord in
                    Section I.3.a. shall be submitted for review and approval by
                    Landlord.  Increased live loads shall be at Landlord's sole
                    discretion.  All costs, including engineering, associated
                    with upgrading structure to accommodate increased live loads
                    shall be at Tenant's expense.

            3.      Following its Work Tenant shall leave Landlord's structure
                    as strong or stronger than the original design and with
                    finishes and fireproofing unimpaired.  Landlord may elect to
                    require that structural modifications be performed by
                    Landlord's contractor at Tenant's cost.    

            4.      Tenant shall submit detailed and certified engineering
                    documents to show any proposed work involving Landlord's
                    structure, and Landlord may require said documents to be
                    reviewed by Landlord's structural engineer at Tenant's cost.
                    Also, Landlord may require Tenant to use, at Tenant's cost,
                    Landlord's structural engineer to design Tenant's structural
                    modifications.  
            5.      No welding to building structure shall be permitted.

            6.      Channelling or cutting of the suspended structural slabs
                    shall not be permitted (except coring of the slab shall be
                    permitted subject to Landlord's prior written approval of
                    core size and location).

            7.      Support of all mechanical and electrical equipment shall be
                    subject to Landlord's advance written approval.  If in the
                    Landlord's opinion structural analysis of the method of
                    support is necessary, Tenant shall at Tenant's expense
                    utilize Landlord's structural engineer to evaluate the
                    support.

     D.     ROOFS.  All work affecting or pertaining to the roof, including
            roof penetration and installation of structural supports, curbing
            and flashing on or to the roof, shall be subject to Landlord's
            prior written consent and, if consented to, shall be performed only
            in the manner specifically approved by Landlord.  All such approved
            work (including repair or maintenance of such work)  shall be
            performed by Landlord's designated roofing contractor at Tenant's
            expense.

     E.     FIRE PROTECTION.

            1.      Tenant shall contract with a sprinkler contractor approved
                    by Landlord to install within the Premises a sprinkler
                    system as required in the Design Criteria.  If feasible
                    Tenant may use any existing sprinkler system within the
                    Premises provided Tenant makes all modifications and
                    additions necessary to bring the system into compliance with
                    the Design Criteria and applicable Law. (See also Section I,
                    Item 3.G). 

                                      B - 5

<PAGE>


            2.      All sprinkler work shall be done without interrupting
                    service to the remainder of the Center during occupied
                    hours.  Draindown and recharge of sprinkler system will be
                    performed by Landlord.  Tenant shall give Landlord three (3)
                    days' notice of any requested draindown.  First draindown
                    and recharge free, thereafter Tenant shall reimburse
                    Landlord for each draindown the amount set forth on
                    Attachment 1 hereto.  

            3.      All sprinkler work shall be in accordance with the
                    requirements of, and be approved by, Landlord's insurance
                    underwriter and any governmental and quasi-governmental
                    authorities having jurisdiction.

            4.      If Tenant is modifying an existing sprinkler system or
                    installing a new system, Tenant's sprinkler contractor shall
                    prepare shop drawings and sepia reproducible prints of the
                    proposed work, with appropriate calculations, and submit
                    them to the local Fire Marshall, Landlord and Landlord's
                    insurance underwriter for approval prior to commencing work.
                    Approved sepia reproducible shop drawings from Landlord's
                    insurance underwriter and the Fire Marshall shall be filed
                    with Landlord prior to commencement of fire protection
                    construction activity.  Upon completion of work, copies of
                    the material and test certificates shall be filed with all
                    agencies and the Landlord prior to occupancy of the
                    Premises. Tenant shall pay for any inspections required by
                    the Fire Marshall or any jurisdictional authority.

            5.      Should Tenant's Work or use of the Premises require
                    increases in Landlord's maintained main trunk lines or
                    underground service, Tenant shall be responsible for the
                    cost of providing such increase in service to meet its
                    requirements.

            6.      Any damage to Landlord's sprinkler system caused by Tenant's
                    Work will be repaired by Landlord at Tenant's expense.

            7.      Automatic sprinkler equipment, controls wiring, emergency
                    annunciation system and any required fire alarm system shall
                    be tested by a party approved by Landlord, at the Tenant's
                    expense, before Tenant opens for business in the Premises. 
                    The introduction of stock, furniture, fixtures, equipment,
                    or other combustible material to the Premises is prohibited
                    until automatic sprinklers are placed in service.  
                    
            8.      Tenant shall install a fire alarm system and an emergency
                    page speaker system for the Premises, if required by Law,
                    and, if there is a central system at the Center, Tenant
                    shall connect up to Landlord's designated connection points,
                    as further set forth in the Design Criteria.  Landlord may
                    require Tenant to use, at Tenant's expense, a contractor
                    designated by Landlord for any work that could affect
                    Landlord's central systems, such as, but not limited to,
                    reprogramming or connection to the central systems.  For
                    lighting and signage lighting controls, HVAC controls, fire
                    alarm, emergency annunciation, any metering of utilities,
                    Landlord's contractor shall provide addressable transponder
                    at each connection to Landlord's control loops, as required,
                    at the Tenant's expense, in accordance with the Design
                    Criteria.

            9.      Landlord's fire insurance underwriter shall from time to
                    time during the Term have the right to inspect the fire
                    protection system and its component parts.  Said system
                    shall at all times comply with the reasonable requirements
                    of said underwriter, and any alterations, improvements,
                    repairs, or maintenance required by such underwriter shall
                    be Tenant's sole responsibility and shall be performed
                    promptly at Tenant's expense upon notice of the necessity
                    for such work.

            10.     Tenant shall install fire dampers as required by Law and by
                    the Design Criteria.

                                      B - 6

<PAGE>

     F.     PLUMBING.   Tenant shall at its expense furnish and install all
            required plumbing work for the Premises and shall at its expense
            make connections to plumbing services provided by Landlord as
            follows:

            1.      Connect to Landlord designated tappable sanitary line at
                    locations approved by Landlord.

            2.      Connect to Landlord designated tappable domestic water line
                    at locations approved by Landlord.  Tenant shall install a
                    water meter with remote reader capability, if required by
                    Landlord in accordance with the Design Criteria.

            3.      Connect to Landlord's sanitary vent, if available, or
                    alternatively, install a sanitary vent through the roof, all
                    as specifically set forth in the Design Criteria.  (The
                    Design Criteria shall state which alternative applies.)

            4.      Provide domestic hot water using electric storage type water
                    heaters.

            5.      Insulate all hot and cold water piping and all piping and
                    connections for refrigeration or cold condensate water waste
                    in the Premises and all above ground horizontal waste
                    piping.

            6.      Install accessible sanitary drain cleanouts which terminate
                    within the Premises.

     G.     HEATING, VENTILATING, AND AIR CONDITIONING.

            1.      Tenant shall design, provide, and install a complete
                    heating, ventilating, and cooling system within the Premises
                    as specified in Attachment 1 hereto and the Design Criteria.

            2.      Tenant shall provide toilet room exhaust at a ventilation
                    rate complying with applicable Law.  Tenant shall install a
                    toilet exhaust system, at a location approved by Landlord
                    all as specifically set forth in the Design Criteria. (The
                    Design Criteria and the Tenant's Lease outline drawing shall
                    state which alternative applies.)

            3.      If odors, excessive heat, moisture, smoke or other air
                    contaminants, can be expected to emanate from the Premises
                    when Tenant's business is in operation, then Tenant shall
                    provide a separate exhaust system for the Premises such that
                    no odors or other contaminants emanate beyond the Premises. 
                    In the event of a dispute, Landlord's reasonable
                    determination that a separate exhaust system is needed shall
                    govern.  Without limitation, Landlord may require a separate
                    exhaust system for restaurants, beauty salons, tenants that
                    do film developing, and pet stores.  All exhaust systems
                    shall comply with NFPA standards, applicable Law and the
                    Design Criteria.

            4.      Tenant's air supply, and, if Tenant has a supplemental
                    condenser, chilled and/or hot water system(s), Tenant's
                    water supply distribution and exhaust systems, shall be
                    balanced at Tenant's expense prior to opening for business
                    to comply with Law and Tenant's Working Drawings, as
                    approved by Landlord.  Such balancing shall be performed by
                    a Landlord-approved independent air balance contractor not
                    affiliated with Tenant's mechanical contractor.  Tenant
                    shall furnish Landlord a certified air-balance report after
                    completion of Tenant's Work.

            5.      The support Tenant intends to use for its mechanical
                    equipment shall comply with all Local Codes and shall be
                    subject to Landlord's prior written approval.

            6.      Tenant shall not permit any rooftop ducts, piping or
                    equipment with respect to the Premises to be visible from
                    the exterior of the Center without the prior written
                    approval of Landlord.

                                      B - 7

<PAGE>

            7.      Tenant shall install a DDC control system (for control of
                    Tenant's HVAC system) that is compatible with Landlord's
                    central system.  Landlord shall require Tenant to use, at
                    Tenant's expense, a designated controls contractor, system
                    type, installation of addressable devices and set-up to
                    insure compatibility with Landlord's central system.

     H.     ELECTRICAL.  Subject to and in accordance with Attachment 1, Tenant
            shall design and install a complete electrical system
            for the Premises as specified in the Design Criteria, which system
            shall include the following:

            1.      Dry-type transformers as may be necessary to accommodate
                    Tenant's requirements.

            2.      All work required to connect the electrical system within
                    the Premises to the power source at the location designated
                    by Landlord, using appropriate sized electrical conduit and
                    feeders to connect up to Premises.  (If existing conduit and
                    feeders are adequate for Tenant's electrical load and are
                    otherwise in compliance with the Design Criteria and Law,
                    Tenant may use them.)  Tenant shall have its electrical
                    contractor coordinate the electrical connection with
                    Landlord.

            3.      Electrical meters are required by the Design Criteria. They
                    will be furnished at Tenant's request by the serving utility
                    and installed by the utility in a meter base provided by
                    Landlord.

            Without limitation to any other requirements in connection with the
            electrical work, (i) all wiring shall be installed in conduit and
            (ii) Tenant shall balance all phases of Tenant's electrical system
            upon completion of construction to a tolerance of seven percent
            (7%).

     I.     FIRE ALARM.  Tenant shall utilize Landlord's designated controls
            contractor to perform the connection of the Tenant's provided fire
            alarm system to the Landlord's wiring and to provide and install an
            addressable device for the Tenant.  Tenant shall provide a fire
            alarm system which shall be compatible with Landlord's system.

     J.     TELEPHONE.  Tenant shall make arrangements with the telephone
            company and provide all telephone system panels, outlets, and
            conduits in the Premises and wire to the distribution point outside
            the Premises.  All telephone wire in the ceiling shall be installed
            to conform to applicable requirements of Law for a ceiling return
            air plenum.

     K.     STOREFRONT.  Tenant shall install a new storefront in accordance
            with the Design Criteria.

     L.     RESTROOM.  Tenant may install a restroom (or restrooms) within the
            Premises in accordance with the Design Criteria, to the extent
            approved in writing by Landlord on the Drawings.

     M.     SECURITY DEVICES.  Tenant's security devices, if any, shall not be
            installed or placed in operation unless the size, location and
            design of such security devices are shown on the Working Drawing
            and have specifically been approved by Landlord.  Any such device
            installed without such prior consent shall be subject to removal by
            Landlord without notice to Tenant or liability therefor. 
            Landlord's approval of the Working Drawings shall not be deemed as
            its approval of such security devices unless such devices are
            specifically shown as approved on said Working Drawings.

     N.     GREASE TRAPS.  Food service or other tenants who produce grease to
            any extent shall install a point-of-use grease interceptor within
            the Premises in accordance with the Design Criteria and all
            applicable laws.  Tenant shall maintain and clean interceptor and
            arrange disposal from the Center. 

                                      B - 8

<PAGE>


     O.     GAS SERVICE.  Subject to Landlord's advance written approval, and
            available capacity, if Tenant desires gas service at the Premises,
            Tenant shall, at Tenant's sole expense, arrange for connecting up
            the Premises to Landlord's gas service and install a submeter and
            remote reader systems in accordance with the Design Criteria at
            Landlord's designated connection point.

SECTION III.        PROCEDURES AND SCHEDULES FOR THE COMPLETION OF PLANS AND
                    SPECIFICATIONS

     1.     All prints, drawing information, and other materials to be
            furnished by Tenant as required hereinafter, shall be delivered to
            Landlord in care of Pine Street Development, Attention Tenant
            Coordinator, or such different address as Landlord may designate to
            Tenant from time to time.  Tenant's preliminary drawings and
            specifications are herein referred to as the "Preliminary
            Drawings" and Tenant's final drawings and specifications are herein
            referred to as the "Working Drawings".  The Preliminary Drawings
            and Working Drawings are sometimes referred to herein as the
            "Drawings."

     2.     Tenant shall, at its sole expense, utilize the services of an
            architect and engineer to prepare all Drawings.  Said architect and
            engineer shall be registered in the state in which the Center is
            located.  All Drawings shall be submitted to Landlord for approval
            in the form of one (1) set of reproducible sepia prints and three
            (3) sets of blueline prints.

            Tenant shall, with the Drawings, furnish sample boards indicating
            materials, color selections and finishes to be used.  Tenant shall
            also submit to Landlord such further information on Tenant's
            planned electrical and mechanical usage at the Premises as
            requested by Landlord (herein referred to as "Mechanical/Electrical
            Design Submittal Forms").  Tenant shall accurately indicate on the
            Plans any existing equipment or conditions that Tenant proposes to
            reuse. 

     3.     Unless this Lease is a renewal or extension of a previous lease
            with Tenant for the same Premises, Landlord will furnish Tenant a
            drawing that shows the dimensions and square footage of the
            Premises (the "Layout Drawing").  The Layout Drawing may also show
            the location of certain existing improvements, such as utility
            lines.  Also, unless Tenant is not required to perform, and is not
            electing to perform, any Work at the Premises, Landlord shall
            furnish Tenant the Design Criteria for the Center.  If, pursuant to
            the foregoing, Tenant is supposed to receive the Layout Drawing
            and/or the Design Criteria, and has not received the same by the
            date this Lease is fully executed, Tenant shall promptly notify
            Landlord and Landlord shall furnish said item(s) to Tenant as soon
            as reasonably possible.  Landlord does not warrant the information
            or measurements shown on the Layout Drawing, or on any other
            drawings it furnishes to Tenant with respect to the Premises. It
            shall be the Tenant's responsibility to field measure and field
            verify all existing conditions at the Center.

     4.     Tenant shall submit the Preliminary Drawings promptly.  The
            Preliminary Drawings shall include interior floor plans, interior
            elevations, reflected ceiling plan(s) and storefront elevations,
            signage design, size and location, and any other work Tenant
            intends to perform.  With the Preliminary Drawings Tenant shall
            submit a color rendering of Tenant's proposed storefront and
            signage, and a sample board of the materials to be used in the
            storefront and interior of the Premises.  If Landlord disapproves,
            Landlord shall specify the reasons for the disapproval.  If
            Landlord disapproves, Tenant shall within ten (10) days after
            receipt of Landlord's disapproval, send Landlord revised
            Preliminary Drawings addressing Landlord's comments.  This
            procedure shall be repeated until Landlord has approved the 
            Preliminary 


                                      B - 9


<PAGE>

            Drawings.  Landlord may give approval "as noted" in which event the
            changes noted by Landlord shall be deemed incorporated into the
            Preliminary Drawings; provided, if Tenant notifies Landlord within
            five (5) days thereafter that it does not accept said changes, then
            the Preliminary Drawings shall be deemed disapproved on account of
            the changes Landlord had requested. 

     5.     The Working Drawings shall include detailed final drawings for
            architectural, electrical, mechanical, sprinkler and plumbing and
            all other work to be performed by Tenant and shall be prepared
            consistent with the approved Preliminary Drawings.  If Landlord
            disapproves the Working Drawings, Landlord shall specify the
            reasons for the disapproval.  If Landlord disapproves, Tenant shall
            within twenty-one (21) days after receipt of Landlord's
            disapproval, send Landlord revised Working Drawings addressing
            Landlord's comments.  This procedure shall be repeated until
            Landlord has approved the Working Drawings.  Landlord may give
            approval "as noted" in which event the changes noted by Landlord
            shall be deemed incorporated into the Working Drawings; provided,
            if Tenant notifies Landlord within five (5) days thereafter that it
            does not accept said changes, the Working Drawings shall be deemed
            disapproved on account of the absence of the changes Landlord had
            requested.

     6.     Working Drawings shall include, but not be limited to, the
            following:

            a)      Floor and fixture layout:                      1/4" = 1'0"
            b)      Reflected ceiling plan:                        1/4" = 1'0"
            c)      Plan, elevations and sections of
                    storefront with signs indicated:               1/4" = 1'0"
            d)      Storefront details:                          1-1/2" = 1'0"
            e)      Special condition details:                   1-1/2" = 1'0"
            f)      Interior elevations:                           1/4" = 1'0"
            g)      Full sections of partition types:              1/2" = 1'0"
            h)      Door schedule with jamb details,
                    including hardware list:                       1/2" = 1'0"
            i)      Color sample and material board for 
                    storefront and interior finishes.
            j)      A key plan locating the Premises within the Center.
            k)      Details of merchandising fixtures.
            l)      Mechanical floor plan and/or reflected ceiling plan at
                    1/4" = 1'0" scale or larger, including all ductwork, exhaust
                    systems, hoods, piping and equipment.
            m)      Schematic diagram of the HVAC system controls, including all
                    fire/smoke detection and alarm devices with all
                    manufacturer's model numbers listed.
            n)      Equipment schedules, including fan powered VAV boxes,
                    condensing units, roof units, exhaust fans, air devices
                    (diffusers, registers and grilles), and any other equipment
                    used, including manufacturer's name and number.
            o)      Complete project specifications.
            p)      Partial roof plan, if applicable, including location of
                    roof-mounted equipment and roof penetration details.
            q)      Roof shop drawing by Tenant's mechanical contractor with
                    roof top equipment locations for coordination with
                    Landlord's roofer.
            r)      Access panel locations for all equipment including
                    fire/smoke dampers.
            s)      Maximum drawing sheet size shall be 30" X 42".
            t)      Landlord's design submittal forms.
            u)      Electrical floor plan at 1/4" = 1'0" or larger (for power
                    branch circuit and wiring).
            v)      Reflected ceiling plan at 1/4" = 1'0" or larger (for
                    lighting branch circuit and wiring).
            w)      Electrical riser diagram, including type and size of
                    feeders, fuses, disconnect switches, transformers, meters
                    and main breakers.

                                 B - 10
<PAGE>

            x)      Electrical panel schedule(s), including main and branch
                    circuit breaker sizes and all connected load calculations. 
                    Panel schedules shall provide a balanced load design as
                    required by the criteria.
            y)      Lighting fixture schedule, including type, lamps, mounting,
                    wattage, quantities and manufacturer's catalog number.
            z)      Required fire/smoke alarm system devices/controls.
            aa)     Plumbing floor plans at 1/4" = 1'0" scale or larger,
                    including all plumbing fixtures, proper piping sizes,
                    equipment locations and plumbing to Landlord's designated
                    connection points.
            bb)     Isometric diagram of water system (hot and cold) and
                    santiary system and venting within the demised Premises.
            cc)     All applicable details for floor drains, clean outs, slab 
                    and roof penetrations, etc., sufficient for construction.
            dd)     Plumbing fixture unit calculations (Landlord Design
                    Submittal Form DS8).
            ee)     Within restaurants or as applicable, isometric diagram of
                    gas system, including meters and all equipment locations
                    within the demised Premises, extending to the Landlord's
                    designated connection point outside the demised Premises,
                    including fuel shut-off solenoid valves.

     7.     The approval by Landlord or Landlord's agent of any Drawings or of
            Tenant's Work shall not constitute an implication, representation
            or certification by Landlord or Landlord's agent that either said
            Drawings or Tenant's Work is accurate, sufficient, efficient or in
            compliance with insurance and indemnity requirements, or any Laws,
            including but not limited to code and the Americans with
            Disabilities Act, the responsibility for which belongs solely to
            Tenant.

     8.     In those instances where multiple standards and requirements apply
            with respect to Tenant's Work, the strictest of such standards
            and/or requirements shall control unless prohibited by applicable
            Law.

     9.     Upon completion of Tenant's Work and before Tenant opens for
            business at the Premises, Tenant shall submit to Landlord written
            proof from Landlord's insurance underwriter that the fully
            installed sprinkler system was approved by said underwriter, and
            Tenant shall submit to Landlord and Landlord's insurance
            underwriter copies of all material and test and inspection
            certificates.

SECTION IV.         CONSTRUCTION

     1.     Tenant may not commence any Work until this Lease has been fully
            executed, Landlord has approved Tenant's Working Drawings, all
            required insurance certificates have been furnished Landlord, all
            building permits have been obtained, and Tenant has complied with
            all other requirements herein and elsewhere in this Lease. 

     2.     A representative of Tenant shall meet with Landlord at the mall
            office prior to start of construction to discuss construction-
            related items.   Tenant's representative shall contact the mall
            office in advance to schedule said meeting at a mutually
            satisfactory time. 

     3.     Without limitation to any provision of this Lease, prior to
            commencement of any Work at the Premises Tenant shall furnish
            Landlord the following:

            a.      The names, addresses, representatives and telephone numbers
                    of the general contractor and all subcontractors ("Tenant's
                    Contractors").

            b.      Amounts of the general contract and each subcontract.

            c.      Certificates of Insurance evidencing the insurance required
                    of Tenant and Tenant's general contractors as provided in
                    this Lease, including this Exhibit B.

            d.      A copy of the building permit(s).

            e.      A detailed construction schedule. 

                                 B - 11
<PAGE>

            f.      

            g.      Prior to commencement of work, Tenant shall furnish to
                    Landlord, subject to Landlord's approval of the following:
                    
                    (a)  A copy of the executed contract between Tenant and
                         Tenant's general contractor covering all of Tenant's
                         obligations under this Exhibit B; 

            h.      Tenant's general contractor's acknowledgment of receipt of
                    the Landlord's retail tenant contractor manual.

            i.      Proof that Tenant's general contractor is licensed to work
                    in the State of Washington.

            j.      A specific job-site safety program, as required by the State
                    of Washington.

     4.     All Tenant's Contractors shall be union, bondable, licensed
            contractors, having good labor relations, capable of working in
            harmony with Landlord's general contractor and other contractors in
            the Center.  Tenant shall coordinate Tenant's Work with other
            construction work at the Center, if any. Landlord specifically
            reserves the right to approve Tenant's Contractors.  If Landlord
            does not give Tenant such approval with respect to any
            contractor(s) Tenant shall contract with another general contractor
            and/or subcontractors(s), as the case may be, for the completion of
            Tenant's Work.

     5.     

     6.     Tenant's Work shall be subject to the inspection of Landlord's
            representative from time to time during the period in which the
            Work is being performed.

     7.     Tenant's general contractor shall maintain at the Premises during
            construction a complete set of approved Working Drawings bearing
            Landlord's approval stamp. 

     8.     Prior to the commencement of construction, Landlord shall have the
            right to post, in a conspicuous location, on Tenant's Premises, as
            well as record with the City of Seattle, a Notice of
            Nonresponsibility.

     9.     Temporary Facilities.

            a.      If not already available in the Premises, Tenant shall
                    provide temporary heat, air-conditioning and ventilation for
                    the Premises during construction if Tenant desires the same.

                                 B - 12

<PAGE>

            b.      Tenant shall make the necessary temporary electrical
                    connections at a source designated by Landlord prior to
                    beginning its Work at the Premises so that it shall have
                    electricity during its construction period.  Tenant shall
                    pay for said electricity as billed by the electrical company
                    or by Landlord (as Landlord reasonably determines), as is
                    applicable.  The charge to Tenant for Landlord's provided
                    service will be $200.00 per month for each month or a
                    portion of a month, or $0.10 per square foot of the Premises
                    per month (pro rated on a per diem basis for a partial
                    month), whichever is greater.

            c.      If Tenant requires water service during construction and
                    Landlord is able to provide it, Landlord shall do so at a
                    designated location and bill Tenant as Landlord reasonably
                    determines.

            d.      Tenant shall place all trash in trash containers at a 
                    pick-up area or areas designated by Landlord. Tenant shall
                    be responsible for breaking down boxes. Tenant shall furnish
                    its own trash containers at its cost unless Landlord elects
                    to furnish the containers.  Tenant shall not permit trash to
                    accumulate within the Premises or in the corridor or mall
                    adjacent to the Premises.  Should Landlord elect to remove
                    Tenant's trash from the designated pick-up areas for any
                    reason the charge to Tenant for Landlord's provided services
                    will be determined by multiplying the square footage of the
                    Premises by the applicable charge set forth below:

<TABLE>
<CAPTION>
                    Tenant's Rentable Area                                Charge
                    ----------------------                                ------
                    <S>                                                   <C>
                    5,001 square feet or more. . . . . . . . . . . . . . . $0.20
                    2,001 square feet to 5,000 square feet . . . . . . . . $0.22
                    2,000 square feet or less. . . . . . . . . . . . . . . $0.30
</TABLE>

                    Example. . . . . . . . . 2,500 square feet X $0.22 = $550.00

                    Tenant shall be solely responsible for removal from Premises
                    and legal disposal of any containers considered as hazardous
                    waste by the local sanitation authority and Tenant shall
                    take all precautions to assure that such containers are not
                    placed in Landlord's disposal containers.

                    Landlord may utilize a recycle bin refuse program and, if
                    made available to Tenant, Tenant shall take necessary
                    precautions to sort refuse and to prevent cross
                    contamination of recycle containers.

            e.      Landlord shall provide temporary sanitary facilities for
                    Tenant's use and charge Tenant a reasonable amount for such
                    service, which charge shall not exceed $200.00 per month
                    (prorated on a weekly basis). 

            f.      Tenant shall take all necessary precautions to contain
                    construction "wash-up" liquids (such as grout wash, paint
                    wash, etc.) and prevent entry of such liquids into
                    Landlord's sanitary or storm waste system.  All construction
                    wash-up shall be conducted at a location designated by
                    Landlord.

            g.      In the event Tenant buildout is concurrent with the
                    construction of the building shell, Tenant shall schedule
                    usage of the operated material hoist or service elevator for
                    conveyance of Tenant's materials.  Hours of usage shall be
                    solely at the discretion of Landlord's General Contractor
                    and all scheduling shall be conducted directly with
                    Landlord's General Contractor.  If Tenant's buildout occurs
                    before  completion of the initial construction of the
                    Center, freight elevator hoisting will be provided by
                    Landlord on an 8 hour basis during weekdays only.  Tenant
                    shall coordinate all hoisting through Landlord's designated
                    representative for such purpose.  In either event, the cost
                    of such usage shall be payable to Landlord 

                                    B - 13

<PAGE>

                    and the charge to Tenant for such service will be $1.00 per
                    square foot of the Premises. 

     Tenant shall make prior written request to Landlord's designated
     representative for any overtime scheduling for freight hoisting.  Provided
     Landlord determines, at its sole discretion, that same is available, Tenant
     shall pay for all operator overtime incurred during such special hoisting
     period(s) in addition to the charge determined as set forth above.

     10.    In the event Tenant is not open for business in the Premises by the
            Grand Opening, Tenant shall not perform any work at the Premises 
            without a temporary construction barricade in front of the 
            entire Premises. The barricade shall be constructed in such a 
            manner to not interfere with Landlord's construction and shall 
            be installed in accordance with Landlord's requirements.  In 
            the event Tenant is not open for business in the Premises by 
            the Grand Opening, Tenant shall at Tenant's cost install its 
            own barricade in which event Landlord may designate the 
            specific type of design required for the barricade or have 
            Tenant prepare the design for the barricade which design shall 
            be subject to Landlord's advance written approval.  No signs 
            shall be allowed on any barricades except those, if any, 
            provided by Landlord.  Landlord shall have the right to remove 
            any nonpermitted signs without liability or prior notice.  

     11.    The cost of any work permitted or required to be performed by
            Landlord on behalf of Tenant under this Exhibit shall become due
            and payable in full within thirty (30) days after Tenant has been
            invoiced for same by Landlord and said charges shall be deemed Rent
            under the Lease.

     12.    Upon completion of Tenant's Initial Work, Tenant shall notify the
            Landlord's Tenant Coordinator .  Upon said notification, Landlord's
            designated representative shall inspect the Premises and, if the
            Premises are constructed in accordance with the approved Drawings,
            said representative shall issue a Letter of Acceptance for the
            Premises.  If Landlord believes the Premises have not been
            constructed in accordance with the approved Drawing, Landlord shall
            so notify Tenant or Tenant's Contractor.  Tenant shall not open
            prior to Landlord's issuance of a Letter of Acceptance.  Tenant
            shall furnish Landlord a copy of a certificate of occupancy for the
            Premises before Tenant opens for business.

     13.    All work performed by Tenant during its construction period, or
            otherwise during the Term, shall be performed so as not to cause 
            unreasonable interference with other tenants and the operation of
            the Center, and Landlord shall have the right to impose reasonable
            requirements with respect to timing and performance of the Work in
            order to minimize such interference.  Work causing noise, odor or
            vibration outside the Premises shall be performed only during hours
            the stores at the Center are not open.  Tenant shall take all
            precautionary steps to protect its facilities and the facilities of
            others affected by the Work (including Landlord flooring in the
            vicinity of the Premises) and shall police same properly. 
            Construction equipment and materials are to be located in confined
            areas and truck traffic is to be routed to and from the site as
            directed by Landlord so as not to burden the construction or
            operation of the Center.  All Work shall be confined to the
            Premises.  Tenant's Contractor shall coordinate with Landlord's 
            on-site representative for the delivery and removal of its equipment
            and materials.  Landlord shall have the right to order Tenant or
            any Tenant's contractor or subcontractor who willfully violates the
            above requirements to cease work and to remove its equipment and
            employees from the building.

                                    B - 14

<PAGE>

            Tenant and/or Tenant's contractor shall take precautions to protect
            adjacent tenants and tenants on common air distribution systems
            from airborne dust, dirt and contaminants, VOC's (volatile organic
            compounds such as paint thinner or varnish vapors) including, if
            necessary, isolating or otherwise protecting Landlord's central air
            distribution and return air systems (including return air plenum)
            from entry of these potential contaminants.

     14.    It is understood and agreed that Tenant's contractor shall perform
            said work in a manner and at times that do not impede or delay
            Landlord's Construction Manager/General Contractor in the
            completion of the Premises as provided in the Lease, and that
            Tenant and its contractor shall not in the performance of Tenant's
            Work do anything that tends to jeopardize the labor relations of
            others in the Building.  Any delays in the completion of the
            Premises or the commencement of the Lease term and any damage to
            any work caused by Tenant's contractor shall be at the cost and
            expense of Tenant.

     15.    Contractor Insurance.  Tenant shall cause its general contractor
            and all subcontractors to maintain during the construction period
            the following insurance: (i) commercial general liability
            insurance, with limits of not less than $2 million per occurrence
            (the portion of such coverage over $1 million may be provided under
            an umbrella or excess liability policy), for personal injury,
            bodily injury or death or property damage or destruction, arising
            out of or relating to the contractor's work at or in connection
            with the Premises and completed operations for one (1) year
            following job completion and shall provide for a waiver of
            subrogation by the insurance company; (ii) workers' compensation
            insurance with respect to each contractor's workers at the site or
            involved in the Tenant's Work, in the amount required by statute;
            (iii) employer's liability insurance in the amount of at least
            $1,000,000.00 per accident and at least $1,000,000.00 for disease,
            each employee; (iv) comprehensive automobile liability insurance
            covering all owned, hired or non-owned vehicles, including the
            loading and unloading thereof, with limits of not less than $2
            million per occurrence (the portion of such coverage over $1
            million may be provided under an umbrella or excess liability
            policy); and (v) builder's risk property insurance upon the entire
            Tenant's Work to the full replacement cost value thereof. 
            Landlord, Landlord's managing agent, and such other parties as
            designated by Landlord, shall be additional insureds under (i),
            naming owner/landlord, tenant, general contractor, and all
            subcontractors.  All insurance required hereunder shall be provided
            by responsible insurers rated at least A and X in the then current
            edition of Best's Key Rating Insurance Guide and shall be licensed
            in the State in which the Center is located.  Tenant shall provide,
            or cause its contractors to provide, such certificates prior to any
            Tenant's Work being performed at the Premises.  Such certificates
            shall state that the coverage may not be changed or cancelled
            without at least thirty (30) day's prior written notice to
            Landlord.

                                    B - 15

<PAGE>

                           ATTACHMENT 1 TO EXHIBIT B FOR
                                   PACIFIC PLACE
                                SEATTLE, WASHINGTON

1.   ELECTRICAL.  An empty conduit for feeder conductors from Landlord's 
     switchboard room to the Premises will be provided by Landlord.  Tenant
     shall extend electrical feeder conductors from Landlord's switchboard to
     Tenant electrical panel and arrange for meter installation with Seattle
     City Light in order to obtain electricity.  Landlord shall make available
     to Tenant, at the tenant switchboard, electrical capacity based on Tenant
     occupancy type at 16 volt/amps per square foot of the leasable area of the
     Premises at 480 Y/277 V, 3 phase, 4 wire; said electrical capacity is
     intended to accommodate Tenant requirements for power, lighting and VAV
     terminal reheat.  If Tenant's total electrical power requirements exceed
     such amount Landlord may require Tenant to pay for the incremental cost to
     upgrade the available capacity.

     In the event Tenant is a restaurant, electrical capacity provided by
     Landlord is as follows:
     
       N/A          Restaurant Tenant #1 (3726 sf): 200 amp, 180V, 3 phase, 4
     -------        wire, yielding 50 volt amps per square foot.

       N/A          Restaurant Tenant #2 (6553 sf): 300 amp, 480 Y/277 volt, 3
     -------        phase, 4 wire, yielding 38 volt amps per square foot.

       N/A          Marche Tenant (23,914 sf): 600 amp, 480 Y/277 volt, 3 phase,
     -------        4 wire, yielding 21 volt amps per square foot.

2.   HVAC.  Tenant shall perform the following with respect to HVAC (the
     alternative which is checked shall apply):

        X           The Center has a conditioned air system for cooling and
     -------        supplemental heating (morning warm-up) of the Premises. 
                    Tenant shall install a master VAV box or boxes with
                    controls, inside the lease line, electric re-heat coils for
                    Tenant's heating requirements, distribution ductwork and
                    controls, and connect to the Landlord-designated connection
                    points, as specifically set forth in the Design Criteria.

       N/A          Tenant shall install special systems for make-up or exhaust
     -------        air requirements, and all associated ductwork, shafts,
                    equipment and controls, as specifically set forth in the
                    design criteria.

       N/A          (Other)
     -------

3.   FLOORING COST.  Cost to Tenant of Building Standard Flooring purchased from
     Landlord.

                    - Sealed Concrete Pavers:          $15/sf

4.   BARRICADE COST.  

5.   SPRINKLER DRAINDOWN.  Cost to Tenant per sprinkler draindown: First
     draindown and recharge free; thereafter, charged on an hourly basis in an
     amount Landlord reasonably determines, not to exceed $250.00 per draindown.

6.   CONSTRUCTION DEPOSIT.  N/A

                            Attachment 1 to Exhibit B

<PAGE>


                           ATTACHMENT 2 TO EXHIBIT B FOR
                                   PACIFIC PLACE
                                SEATTLE, WASHINGTON


SPECIAL PROVISIONS.

     None

                            Attachment 2 to Exhibit B

<PAGE>

                                      EXHIBIT C

                                     SIGN EXHIBIT

A.   GENERAL

     1.     The furnishing and installation of a sign and the costs so incurred
            shall be the responsibility of Tenant. Sign construction is to be
            completed in compliance with the criteria contained in this EXHIBIT
            C and the DESIGN CRITERIA MANUAL FOR TENANT IMPROVEMENTS ("Tenant
            Design Criteria").  As used in this Lease, the term "Sign" shall
            refer to all graphics.

     2.     Each Tenant will be required to identify its Premises by signage in
            accordance with this EXHIBIT C.

     3.     The Tenant Design Criteria for signs is intended to encourage
            creativity, individual store expression and visual interest.  All
            three elements are of key importance to the consumer's shopping
            experience and recall of the Center.  Storefront plans and
            merchandising techniques are to be integrated with the Sign design.

     4.     Landlord encourages Tenant to raise with Landlord any questions
            Tenant may have regarding the Sign Criteria and the intent of this
            EXHIBIT C prior to commencing preliminary design of the Sign.

     5.     Tenant's Sign drawings and specifications must be submitted with
            the working drawings for Tenant's Premises.  All Signs are subject
            to approval by the Center Environmental Design Board ("Design
            Board"). The Design Board consists of Landlord's representative and
            Landlord's retail leasing representative, Landlord's architect and
            Landlord's graphic designer.  The Design Board will review proposed
            Sign drawings and specifications for sophistication in design and
            detail; use and quality of materials; excellence in fabrication
            techniques; and compatibility of the proposed design with existing
            storefronts in the Center.

     6.     The Landlord will provide uniform Signs identifying stores on
            service doors.  Tenant shall not post any other additional Signs.

     7.     The Tenant shall acquire any municipal required sign permits.

B.   GENERAL SIGN CRITERIA

     1.     The Signs shall be limited to the store name only, and the name
            shall not include any items sold in the store.

     2.     The use of corporate shields, crests, logos or insignia will be
            permitted, subject to Landlord's approval, and provided that they
            meet all other design criteria set forth in this EXHIBIT C.

C.   PROHIBITED TYPES OF SIGNS OR SIGN COMPONENTS (Unless approved in writing by
     the Center Environmental Design Board)

     1.     Moving or rotating signs.

     2.     Signs employing moving or flashing lights.

     3.     Signs employing exposed raceways, conduit, ballast boxes or
            transformers.

     4.     Exposed (as opposed to channeled) neon tubing.

     5.     Signs exhibiting the names, stamps or decals of the Sign
            manufacturer or installer, except as required by applicable codes.

     6.     Signs employing luminous vacuum-formed type plastic letter.

     7.     Showcard signs, cloth, paper, cardboard and similar stickers, 
            die-cut vinyl letters or decals around or on exterior surfaces
            (including interior and exterior surfaces of doors and/or windows)
            of the Premises.

<PAGE>

     8.     Temporary signs without Landlord's prior written approval.

     9.     Signs employing noise making devices and components.

     10.    Free-standing signs outside the Tenant's Premises.

     11.    Cabinet or boxed type signs.

     12.    Odor producing signs.

     13.    Rooftop signs.

D.   PROCEDURE FOR SIGN DRAWINGS

     1.     Plans and specifications for Signs must be submitted with the
            working drawings for Tenant's Premises.  Tenant shall submit
            drawings and specifications, in quadruplicate, including samples of
            materials and colors, for all its proposed Sign work.  The drawings
            shall clearly show the location of Sign on storefront elevation
            drawing, graphics, color, construction and attachment details.

     2.     As soon as reasonably possible after receipt of the Sign drawings,
            the Design Board shall return to Tenant one (1) set of the Sign
            drawings with its suggested modifications and/or approval.  Upon
            receipt of approved Sign drawings bearing the Design Board's
            comments, and if Tenant wishes to take exception to those comments,
            Tenant may do so in writing, by certified or registered mail,
            RETURN RECEIPT REQUESTED, addressed to the Design Board within ten
            (10) days from the date of receipt of the Sign drawings.  Any
            exception shall be reviewed by the Design Board, which shall notify
            Tenant of its decision by certified or registered mail, return
            receipt requested.  This decision on review shall be final and
            binding on all parties.  Unless Tenant takes exception to the
            Design Board's comments as provided above, all comments made by the
            Design Board on the Sign drawings shall be deemed to be acceptable
            to and approved by Tenant. 

                                      C - 2

<PAGE>


                                     EXHIBIT D
                                          
                               ANNUAL SERVICE CHARGE
                               FOR LANDLORD'S UTILITIES

SECTION I.          GENERAL

A.   Subject to the terms and conditions set forth in Tenant's Lease, Landlord
     shall furnish or cause to be furnished electrical, gas (if applicable)
     potable water, sewer and air for ventilating and cooling the Premises via
     the system(s) to be installed by Tenant within the Premises in accordance
     with the provisions of Exhibit B and the Mechanical-Electrical Design
     Criteria ("Design Criteria"), said services hereinafter referred to as
     "Landlord's Utilities."  The furnishing of Landlord's Utilities shall be
     deemed to include lubrication, calibration and adjustment of the required
     master air volume control box(es) (located inside the lease line) and
     associated temperature control system which provide conditioned air to the
     Tenant's air volume control box(es) within the Premises.

B.   Tenant shall be responsible for the repair, maintenance and replacement of
     all equipment, facilities and fixtures (including hardware and heating,
     cooling, ventilating, electrical, plumbing and other mechanical facilities)
     located in the Premises.

C.   For purposes of this Exhibit D only, the following terms shall hereinafter
     have the following meanings:

     1.     TRA - The rentable area of the Premises expressed in square feet as
            set forth in Tenant's Lease.

     2.     CRA - The rentable area of the Center expressed in square feet.

     3.     Included Area - The portion of the CRA with respect to which
            tenants were billed for Landlord's Utilities under this Exhibit D
            during the calendar year in question.

     4.     UCR - Tenant's Unit Charge Rate expressed in dollars per square
            foot of the TRA per year.

     5.     Watts/SF - Tenant's lighting, electrical VAV reheat, and
            miscellaneous power thermal load requirement, as determined by
            Landlord from time to time, expressed in watts per square foot of
            the TRA.

     6.     CFM - Cubic feet per minute.

     7.     CFM/SF - Tenant's air supply requirement in cubic feet per minute
            per square foot of the TRA.

     8.     Design CFM - CFM allowed by Center HVAC design criteria.

     9.     Excess Hours - Tenant's actual business hours in each calendar year
            in excess of the SCBH, as hereinafter defined.

     10.    SCBH - Tenant's required business hours as designated by Landlord
            from time to time.

     11.    ASC - Tenant's annual service charge for Landlord's Utilities.

     12.    ACP - Actual unit cost of energy during each calendar year, as
            determined by Landlord, required to furnish Landlord's Utilities to
            the Included Area, expressed in dollars per square foot of the
            Included Area per year.

D.   Tenant UCR and ASC shall be determined as hereinafter provided:

     1.     Tenant UCR shall be based on Landlord's cost to deliver conditioned
            air, potable water, sewer, electricity and gas to the Tenant's
            space.  In certain cases gas and certain other utilities will not
            be required and the UCR will be adjusted by leaving the appropriate
            space blank in the formula below.  In all cases electricity usage
            by the Tenant will be separately metered and billed by Seattle City
            Light directly to the Tenant.  The electrical portion of the UCR
            includes only the Landlord's cost of operation and maintenance of
            the electrical system.

                                      D - 1

<PAGE>


            Tenant's UCR shall be based on the following formula:

            UCR     =  $1.77  Cost per square foot of TRA for conditioned air
                     + $0.12  Cost per square foot of TRA for water and sewer
                              *or*
              *     (+ $ N/A  Cost per square foot of TRA for water/sewer
                              delivery system only
                     + $0.26  Cost per square foot of TRA for electrical
                              delivery system
                     + $ N/A  Cost per square foot of TRA for gas delivery
                              system
                    -------------------------------------------------------
                     + $2.15  Tenant UCR cost per square foot of TRA

     *To be utilized for restaurant/theatre Tenants with separate metering for
     water usage. 

     The charges for each of these utilities can be found in Schedule #1, which
     is attached hereto and made a part of this agreement.

     2.     The Adjusted UCR shall be determined by adding to the UCR the
            adjustments described in Sections II and III of this Exhibit.

     3.     Tenant's ASC shall be obtained by multiplying the Adjusted UCR by
            the TRA.

     4.     Tenant's Adjusted ASC shall be determined by adding to Tenant's ASC
            the adjustment described in Section IV of this Exhibit.

E.   Landlord may elect to bill monthly on the basis of an annual projection of
     the charges set forth herein, and all Adjustments in this Exhibit are
     expressed in terms of dollars per square foot per year.

SECTION II.         ADJUSTMENT TO THE UCR BASED ON USAGE

A.   In the event Tenant's excess hours in any calendar year exceed the SCBH in
     such calendar year, the UCR shall be increased as of the beginning of such
     calendar year by an amount determined as follows:


                                TENANT'S ACTUAL HOURS - SCBH
     Adjustment II.A. = $1.65 X ----------------------------
                                          SCBH

B.   The UCR rates are based upon the Design Criteria.  In the event Tenant
     requires air in excess of that set forth in the Design Criteria for reasons
     other than serving exhaust air need, the UCR shall be increased as of the
     beginning of such calendar year by an amount determined as follows:

                          REQUIRED CFM/SF 
     Adjustment II.B. =  -----------------   X   $1.65
                           DESIGN CFM/SF

SECTION III.        ADJUSTMENTS TO THE UCR BASED ON OPERATING COST CHANGES

A.   The UCR shall be adjusted as of the end of each calendar year as follows:

     1.     To reflect changes in the cost of electrical, gas, water, sewer and
            any other applicable utility company rates.

     2.     To reflect changes in the cost of labor required to furnish
            Landlord's Utilities.

     3.     To reflect changes in the cost of material, parts, replacements,
            operating or energy conserving improvements, insurance, taxes and
            fees required to furnish Landlord's Utilities.

SECTION IV.         ADJUSTMENTS TO THE ASC BASED ON USAGE

A.   In the event Tenant requires and Landlord provides (using the standard HVAC
     system) a source of conditioned air as make-up air for special exhaust
     purposes in excess of 0.25 CFM/SF, Tenant's ASC shall be increased at the
     rate of $1.65 per CFM of such excess exhaust air.

                                D  -  2
<PAGE>

B.   In the event Tenant requires central kitchen exhaust air and/or make-up
     air, all related costs for shafts, ductwork, equipment and controls shall
     be paid by Tenant.

SECTION V.          POTABLE WATER

If Landlord determines, in its sole judgment, that Tenant's usage of water
exceeds that assumed for the average tenant in the Center, Landlord may, or
require Tenant to, purchase and install a water meter on Tenant's potable water
service at Tenant's expense.  In such event, Tenant may be billed monthly based
on the following formula:

Tenant's Annual   =   Landlord's Cost of   X   Tenant's Metered   X   2.5
 Water Charge         Water per Gallon         Usage in Gallons


SECTION VI.         PROCESS LOADS

In the event Landlord determines, in its reasonable judgment, that Tenant may
have process loads wherein a measurable portion of internal heat gain is to be
exhausted by mechanical means, Section I.D.1 hereof shall be inapplicable, and
Landlord shall use the method set forth below in lieu thereof.

A.   Tenant's ASC before adjustments, shall be $1.65 per CFM of conditioned air
     for the first 0.80 CFM/SF and the cost per CFM of conditioned air for the
     balance of needed delivered conditioned air shall be determined based on
     Tenant's requirements.

B.   Landlord reserves the right to require Tenant to provide all related
     equipment and systems that may be required to service Tenant's process
     loads.

SECTION VII.        EXPERIENCE ADJUSTMENTS

Landlord reserves the right to revise this Exhibit D from time to time to
reflect Tenant's operating procedures and physical plant configuration as well
as Landlord's accumulated experience with, and adoption of, technological
advances, equipment, automation features and energy conservation measures and to
reflect current utility rates as pertains to Landlord's accumulated experience
with the costs of operating the plant and equipment furnishing Landlord's
Utilities.

                                D  -  3
<PAGE>

                                     SCHEDULE #1

Section I.

     A.     The following schedule of charges shall be utilized in determining
            the Tenants' UCR.  Each charge shall be applied according to the
            specific tenant requirements.


     -      CONDITIONED AIR (exclusive of Tenant VAV reheat):    $1.77/sf of TRA
     -      WATER/SEWER:                                         $0.12/sf of TRA
     -      WATER/SEWER SYSTEM OPERATION and MAINTENANCE
                    (usage metered separately):                
     -      ELECTRICAL SYSTEM OPERATION and MAINTENANCE
                    (usage metered separately):                  $0.26/sf of TRA
     -      GAS SYSTEM OPERATION and MAINTENANCE
                    (usage metered separately):                       


     NOTE:  These charges are based on projected 1998 utility costs.  N/A

                                D  -  4
<PAGE>


                                 EXHIBIT E
                                             
                CUTTER & BUCK/KEY DESIGN/CONSTRUCTION DATES

05/25/98    Tenant shall provide a Preliminary Drawing submittal showing the
            proposed configuration of the complete premises, interior and
            exterior storefronts, a finish materials sample board, signage
            concepts, and any other submissions required to illustrate the
            proposed intent and quality of the Tenant's build-out.

07/09/98    Tenant shall provide Completed Working Drawings and specifications
            including final detailed drawings for architectural, electrical,
            mechanical, sprinkler, fire alarm and plumbing, and all other work
            to be performed by Tenant and shall be prepared consistent with
            approved Preliminary Drawings.  Final engineering 'DS' forms shall
            also be submitted.

07/13/98    Submittal date for Tenant's Building and Mechanical Permits. 

08/10/98    Proposed delivery of Tenant premises by Landlord.

10/28/98    Tenant's premises completed, approved by DCLU and Landlord for
            occupancy, merchandised, and ready to open for business.