WAL-MART SHOPPING CENTER LEASE AGREEMENT

     THIS LEASE is entered into as of the 1st day of July,  1996, by and between
Landlord and Tenant as hereinafter defined.

ARTICLE 1.  DEFINITIONS AND CERTAIN BASIC PROVISIONS

          1.1  (a)  "Landlord":  WAL-MART STORES, INC.

               (b)  Landlord's Address;   701 South Wilton Boulevard
                                          Bentonville, AR  72716

               (c)  "Tenant":   Travel Network_

               (d)  Tenant's Address:   560 Sylvan Ave
                                        Englewood Cliffs, NJ  07632
                    Phone: (201)567-8500

               (e)  Tenant's Trade Name:   Vacation Central

               (f)  "Landlord's Agent":   Denise West

               (g)  "Cooperating Agent":   N/A

               (h)  "Demised  Premises":  Located in WAL-MART  Supercenters with
                    store numbers,  addresses and square footages as outlined in
                    Exhibit D attached hereto.

               (i)  Individual Location Lease Term: The term of this Lease as to
                    each  of  the  Demised  Premises  shall  be two  (2)  years,
                    beginning  on  the  date  as  outlined  in  Exhibit  D  (the
                    "Commencement  Date"  and  ending  at  midnight  on the date
                    preceding the fifth  anniversary  of the  Commencement  Date
                    (hereinafter   referred  to  as  the  "Termination   Date");
                    provided that if the Commencement  Date is a date other than
                    the first day of a calendar  month , the Lease Term shall be
                    extended  for said number of years and months in addition to
                    the   remainder  of  the  calendar   month   following   the
                    Commencement Date. Tenant shall have the option to renew the
                    Lease  in  accordance  with the  provisions  of  Exhibit  C.
                    References  to the "Lease  Term" shall refer to the original
                    term and any extensions or renewals thereof.

               (j)  Minimum  Guaranteed  Rental:  Outlined  in  Exhibit  D on an
                    individual store basis.
<PAGE>

               (k)  [OMITTED]

               (1)  Common Area  Maintenance  Charge (CAM):  Calculated at $2.00
                    times the square  footage  divided by 12 months per  Section
                    6.4.

               (m)  Real Estate Tax Charge:  Calculated at $.80 times the square
                    footage divided by 12 months per Section 18.2.

               (n)  Prepaid Rental: An amount equivalent to one month's rent (as
                    outlined  in Exhibit D) being rent for the last month of the
                    Lease Term including appropriate Common Area Maintenance and
                    Real Estate Tax Charges, due upon execution of this Lease.

               (o)  Security Deposit:   $ N/A.

               (p)  Permitted Use; Travel Related Services;  however, Tenant may
                    not  trade   merchandise   that  conflicts  with  Landlord's
                    merchandise without Landlord's written approval.

     1.2  Each of the  foregoing  definitions  and  basic  provisions  shall  be
construed in conjunction with and limited by the references thereto in the other
provisions of this Lease.

ARTICLE II.  GRANTING CLAUSE

     2.1 In  consideration  of the  obligation  of  Tenant to pay rent as herein
provided and in  consideration  of the other  terms,  covenants  and  conditions
hereof.,  Landlord hereby demises and leases to Tenant,  and Tenant hereby takes
from Landlord, the Demised Premises as described in Section 1.1 (h), TO HAVE AND
TO HOLD said Demised  Premises for the Lease Term  specified in Section i.i (i),
and upon the the terms and conditions set forth in this Lease.  Landlord further
agrees that if Tenant shall perform all of the covenants and  agreements  herein
required to be performed by Tenant,  Tenant shall,  subject to the terms of this
Lease, at all times during the continuance of this Lease have peaceful and quiet
possession of the Demised Premises.

     NOTE: If this Lease provides for construction prior to occupancy,  refer to
the appropriate exhibits attached hereto. In such case Article II above shall be
deemed modified to the extent inconsistent with such exhibits.

ARTICLE III.  CONSTRUCTION AND ACCEPTANCE OF PREMISES

     3.1 Tenant acknowledges having been afforded the opportunity to inspect the
Demised Premises to the fullest extent deemed necessary by Tenant, including but
not limited to inspection and testing for  environmental  conditions or hazards.
By occupying the Demised  Premises,  Tenant shall be deemed to have accepted the
same "as is" and to have acknowledged that the same comply fully with Landlord's
covenants and obligations hereunder.
<PAGE>
     3.2 If this Lease is executed before the Demised  Premises  becomes vacant,
or if any present  tenant or occupant of the Demised  Premises  holds over,  and
Landlord  cannot  acquire  possession  of  the  Demised  Premises  prior  to the
Commencement Date of this Lease, as above defined,  Landlord shall not be deemed
to be in  default  hereunder,  and  Tenant  agrees to accept  possession  of the
Demised  Premises at such time as Landlord is able to tender the same.  Landlord
hereby  waives  the  payment  of rent  covering  any  period  prior to tender of
possession of the Demised Premises to Tenant hereunder.

     3.3 In the event of the  Landlord's  desire to  renovate,  relocate  and/or
expand any area, facility, prototype or appurtenance,  Tenant and Landlord agree
upon thirty (30) days' written  notice to coordinate all  activities,  including
but not limited to business termination date,  construction start and completion
dates,  milestone dates,  relocation,  business  regrand  opening,  etc. In such
event,  Landlord  will  utilize  its best  efforts to  expeditiously  pursue and
complete the Demised Premises in accordance with the host construction schedule.
Landlord will waive its rental  requirements  during the construction period and
will sustain, within reason as agreed, relocation expenses incurred by Tenant to
the new demised location.  In no event will Landlord be responsible for "loss of
business", "lack of trade", or any other claim resulting out of host's desire to
improve the property.

ARTICLE IV.  RENT

     4.1   Rent shall be payable to Landlord in care of:

             Wal-Mart Stores, Inc.
             P.O. Box 500620
             St. Louis,  MO   63150-0620

     4.2  [OMITTED]

     4.3  [OMITTED]

     4.4 If this Lease  should  commence on a date other than the first day of a
calendar year or terminate on a date other than the last day of a calendar year,
Percentage  Rental for such  fractional  part of the calendar year following the
Commencement  Date or preceding the Termination  Date, as the case may be, shall
be paid at the specified rate for all sales made during such  fractional part of
a calendar year,  after  deducting from such  Percentage  Rental all payments of
Minimum Guaranteed Rental for such fractional period.  Such Percentage Rental is
to be paid in monthly  installments  as provided in Section 4.3 with  respect to
full calendar years.

     4.5  [OMITTED]
<PAGE>
     4.6 In the  event  that the  designation  of a  Percentage  Rental  rate in
Section 1.1 (k) of this Lease includes a breakpoint of Gross Sales (e.g., "5% of
Gross Sales over  $100,000.00"),  then (a) subsection (ii) in the first sentence
of Section 4.3 of this Lease shall be deemed to have been  deleted and all other
formula references in Article IV adjusted accordingly;  (b) the breakpoint shall
be  divided  by twelve for  purposes  of  computing  monthly  Percentage  Rental
installments  in the second  sentence of Section 4.3; and (c) during all periods
when Minimum Guaranteed  Rentals are reduced (e.g.,  pursuant to Section 15.4 or
Section 16.2), the breakpoint shall be reduced proportionately.

     4.7 It is understood  that the Minimum  Guaranteed  Rental is payable on or
before  the  first  day of the  month  (in  accordance  with  Section  4.2)  and
Percentage  Rental, if any, is payable on or before,  the tenth of each calendar
month, without offset or deduction of any nature. In the event any rental is not
received  by the due date,  it is agreed  that the  amount  thus due shall  bear
interest at the maximum  contractual  rate which could legally be charged in the
event of a loan of such rental to Tenant in the state where the Demised Premises
is located but in no event to exceed 1 1/2% per month,  such  interest to accrue
continuously  on any unpaid  balance due to Landlord by Tenant during the period
commencing  with the aforesaid due date and  terminating  with the date on which
Tenant makes full  payment of all amounts  owing to Landlord at the time of said
payment. Any such increase shall be payable as additional rent hereunder,  shall
not be considered as a deduction from  Percentage  Rental,  and shall be payable
immediately on demand.

     4.8 If Tenant fails in two (2)  consecutive  months to make rental payments
within ten (10) days after due, Landlord,  in order to reduce its administrative
costs,  may require by giving  written  notice to Tenant (and in addition to any
interest accruing pursuant to Section 4.6 above, as well as any other rights and
remedies  accruing  pursuant  to Article  XIX or Article  XX, or any other term,
provision or covenant of this Lease),  that Minimum Guaranteed Rentals are to be
paid quarterly in advance instead of monthly and that all future rental payments
are to be made on or  before  the due date by cash,  cashier's  check,  or money
order,  and that the delivery of Tenant's  personal or  corporate  check will no
longer  constitute  a  payment  of  rental  as  .provided  in  this  Lease . Any
acceptance  of a monthly  rental  payment or of a personal  or  corporate  check
thereafter by Landlord  shall not be construed as a.  subsequent  waiver of said
rights.

     4.9  Tenant  hereby  acknowledges  that  Tenant  ' s  business  reputation,
intended use of the Demised  Premises,  potential for payment of Percentage Rent
and  ability to generate  patronage  to the Demised  Premises  and the  Shopping
Center Were all relied upon by Landlord and served as  significant  and material
inducements  contributing  to  Landlord's  decision  to execute  this Lease with
Tenant.  Tenant  hereby  covenants  and  agrees:  (i) to operate in the  Demised
Premises  only under the trade  name set forth in  Section  1.1 (e) and under no
other name or trade name whatsoever  without  Landlord's  prior written consent,
(ii) to continuously  use, occupy and operate the whole of the Demised  Premises
for the retail sale of its goods or services in  accordance  with its  permitted
use set forth in Section 1.1 (p),. during the hours in which the Shopping Center
<PAGE>
is open for  business  as  designated  by  Landlord,  and for no  other  purpose
whatsoever,  and (iii) not to own,  operate  or be  financially  interested  in,
either  directly or indirectly  (by itself or with  others),  a business like or
similar to the business  permitted to be conducted  hereunder,  or which employs
the same or  similar  trade  name,  within a radius  of three  (3)  miles of the
perimeter of the Shopping Center, except for those which Tenant has in operation
as of the date hereof.  Without limiting Landlord's other available remedies, in
the event  Tenant  should  violate  this (iii)  covenant,  Landlord  may, at its
option,  (a)  terminate  this Lease upon  thirty  (30) days'  written  notice to
Tenant, (b) enjoin the operation of the violative store, or(c) include all Gross
Sales  generated  by any  violative  store as Gross  Sales  in  calculating  the
Percentage Rent due under this Lease.

ARTICLE V.  SALES REPORTS AND RECORDS

     5.1  [OMITTED]

     5.2 Tenant shall keep in the Demised  Premises or at some other location in
the city where the Demised Premises are located, a permanent and accurate set of
books and records of all sales of merchandise and revenues derived from business
conducted in the Demised Premises and all supporting records such as tax reports
and banking records.  All such books and records shall be retained and preserved
for at least twenty-four (24) months after the end of the calendar year to which
they relate and shall be subject to  inspection  and audit by  Landlord  and its
agents at all reasonable times.

     5.3 In the event  Landlord is not  satisfied  with the  statements of Gross
Sales  submitted by Tenant,  Landlord  shall have the right to have its auditors
make a special audit of all books and records,  wherever located,  pertaining to
sales made in or from the Demised  Premises.  If such statements are found to be
incorrect to an extent of more than two percent (2%) over the figures  submitted
by  Tenant,  Tenant  shall pay for such  audit.  Tenant  shall  promptly  pay to
Landlord  any  deficiency  or  Landlord  shall  promptly  refund to  Tenant  any
overpayment, as the case may be, which is established by such audit.
<PAGE>
ARTICLE VI.  COMMON AREAS

     6.1 The term  "Common  Area" is defined  for all  purposes of this Lease as
that part of the  Shopping  Center  intended  for the common use of all tenants,
including  among other  facilities  (as such may be  applicable  to the Shopping
Center) parking area, private streets and alleys,  landscaping,  curbs,  loading
area, floors,  doors, side walks, food court, malls and promenades  (enclosed or
otherwise),  lighting  facilities,  drinking  fountains,  meeting rooms,  public
toilets,  and the  like  but  excluding  space in  buildings  (now or  hereafter
existing) designed for rental or commercial purposes, as the same may exist from
time to time, and further  excluding  streets and alleys  maintained by a public
authority.  Landlord  reserves  the  right  to  change  from  time to  time  the
dimensions and locations of the Common Area, as well as the identity and type of
any buildings in the Shopping Center.  Tenant,  and its employees and customers,
and  when  duly  authorized  pursuant  to the  provisions  of  this  Lease,  its
subtenants, licensees and concessionaires,  shall have the nonexclusive right to
use the Common Area as constituted  from time to time,  such use to be in common
with Landlord,  other tenants to the Shopping Center and other persons permitted
by  Landlord  to use  the  same,  and  subject  to  such  reasonable  rules  and
regulations governing use as Landlord may from time to time prescribe, including
the  designation of specific  areas within the Shopping  Center or in reasonable
proximity  thereto  in  which  automobiles  owned  by  Tenant,   its  employees,
subtenants,  licensees  and  concessionaires  shall be parked.  Tenant shall not
solicit business within the Common Area or take any action which would interfere
with  the  rights  of  other  persons  to use  the  Common  Area.  Landlord  may
temporarily close any part of the Common Area for such periods of time as may be
necessary to make repairs or  alterations  to prevent the public from  obtaining
prescriptive rights.

     6.2  Tenant  shall  furnish to  Landlord  upon  request a complete  list of
license  numbers  of  all  automobiles   operated  by  Tenant,   its  employees,
subtenants,  licensees  or  concessionaires,  and  Tenant  agrees  that  if  any
automobile  or  other  vehicles  owned  by  Tenant  or  any  of  its  employees,
subtenants, licensees or concessionaires shall at any time be parked in any part
of the Shopping  Center other than the specified  areas  designated for employee
parking,  Tenant shall pay to Landlord as additional  rent upon demand an amount
equal to the daily rate or charge for such  parking as  established  by Landlord
from  time to time for each  day,  or part  thereof,  such  automobile  or other
vehicle is so parked.  Landlord may from time to time substitute for any parking
area other areas reasonably  accessible to Tenant,  which areas may be elevated,
surface or underground.

     6.3  Landlord  shall be  responsible  for the  operation,  management,  and
maintenance of the Common Area, the manner of maintenance  and the  expenditures
therefor to be in the sole discretion of Landlord.
<PAGE>
     6.4 In  addition  to rentals and other  charges  prescribed  in this Lease,
Tenant  shall  pay to  Landlord  Tenant's  proportionate  share  of the  cost of
operation  and  maintenance  of the Common Area  (including,  among other costs,
those for lighting,  painting,  cleaning,  policing,  inspecting,  repairing and
replacing,  and heating and cooling as described in Appendix B attached  hereto)
which may be  incurred by Landlord  in its  discretion,  including a  reasonable
allowance for  Landlord's  overhead  costs and for  depreciation  of maintenance
equipment,  and the costs of hazard insurance, but excluding general real estate
taxes,  assessments,  and depreciation of Landlord's  original  investment.  The
proportionate  share  to be  paid  by  Tenant  of  the  cost  of  operation  and
maintenance  of the Common  Area shall be  computed  on the ratio that the total
ground  floor  area of the  Demised  Premises  bears to the total  ground  floor
leasable  area in the Shopping  Center;  provided  that,  in no event shall such
share be less than the amount  specified  in Section 1.1 (l).  Tenant shall make
such  payments  to Landlord  on demand,  at  intervals  not more  frequent  than
monthly. Landlord may at its option make monthly or other periodic charges based
upon the estimated  annual cost of operation and maintenance of the Common Area,
payable in advance but subject to adjustment  after the end of the calendar year
on the basis of the actual cost for such calendar year.

ARTICLE VII.  USE AND CARE OF DEMISED PREMISES

     7.1 The  Demised  Premises  may be used only for the  purpose  or  purposes
specified  in  Section  1.1 (p),  and for no other  purposes  without  the prior
written consent of Landlord. Tenant shall use in the transaction of business in.
the Demised  Premises  the trade name  specified in Section 1.1 (e) and no other
trade name without the prior  written  consent of Landlord.  Tenant shall not at
any time leave the Demised Premises vacant, but shall in good faith continuously
throughout  the Lease Term conduct and carry on in the entire  Demised  Premises
the type of business  for which the Demised  Premises  are leased.  Tenant shall
operate its business in an efficient, professional and reputable manner so as to
produce the maximum amount of sales from the Demised Premises, and shall, except
during  reasonable  periods for repairing,  cleaning,  and decorating,  keep the
Demised  Premises  open to the public for business  with  adequate  personnel in
attendance on all days and during all hours (including evenings)  established by
Landlord from time. to time as store hours for the Shopping  Center,  and during
any other hours when the  Shopping.  Center  generally is open to the public for
business,  except to the extent  Tenant may be prohibited  from.  being open for
business by applicable law, ordinance or governmental  regulation.  In addition,
Tenant will conduct all business in  conjunction  with and abiding by Landlord's
philosophies, culture and standards.

     7.2  In  the  event  Landlord  receives  over  five  (5)  customer  service
complaints  in any form  (i.e.,  telephone,  written,  oral,  etc.)  per  Tenant
location during a period of one (1) year. Tenant will reimburse Landlord, within
fifteen (15) days of notice of complaint,  the amount of Fifty Dollars  ($50.00)
per complaint for administrative  services.  Each one (1) year period will start
<PAGE>
on January I and end December 31. Said charge is not to be construed as a remedy
to other action as called out in this Agreement but as an addition to any or all
remedies.

     7.3 Tenant  shall  provide,  at its sole  expense,  signage with a customer
service "Hot Line"  notice  including a 800 phone  number and  principle  office
address.  The  signage  shall be in a  conspicuous  location in full view of all
customers at all times the  Shopping  Center is open for  business.  Letters and
numbers are to be a minimum of four inches (4") in scale with a background color
which  highlights the color of the  characters.  Signage is to be located in the
Demised Premises and to complement the surrounding decor.

     7.4 Tenant  shall not,  without  Landlord's  prior  written  consent,  keep
anything within the Demised Premises or use the Demised Premises for any purpose
which increases the insurance  premium cost or invalidates any insurance  policy
carried on the  Demised  Premises  or other parts of the  Shopping  Center.  All
property kept,  stored or maintained within the Demised Premises by Tenant shall
be at Tenant's sole risk.

     7.5 Tenant  shall not  conduct  within the  Demised  Premises  any  "fire",
"bankruptcy",  "going-out-of-business,"  "lost-our-lease,"  or similar  sales or
operate within the Demised  Premises a "wholesale" or "factory  outlet" store, a
cooperative  store, a "second hand" store, a "surplus" store or a store commonly
referred to as a "discount house".  Tenant shall not permit any objectionable or
unpleasant  odors to  emanate  from  Demised  Premises;  nor place or permit any
radio,  television,  loudspeaker or amplifier on the roof or outside the Demised
Premises or where the same can be seen or heard from outside the  building;  nor
place any  antenna,  awning or other  projection  on the exterior of the Demised
Premises;  nor take any other action which would  constitute a nuisance or would
disturb  or  endanger  other  tenants  of the  Shopping  Center or  unreasonably
interfere  with their use of their  respective  premises;  nor do anything which
would tend to injure the reputation of the Shopping Center.

     7.6 Tenant shall take good care of the Demised  Premises and. keep the same
free from  waste at all  times.  Tenant  shall keep the.  Demised  Premises  and
sidewalks, service-ways and loading areas adjacent to the Demised Premises neat,
clean and free from dirt or rubbish  at all times.  Receiving  and  delivery  of
goods and merchandise and removal of garbage and trash shall be made only in the
manner and areas prescribed by Landlord. Tenant shall not operate an incinerator
or burn trash or garbage within the Shopping Center area.

     7.7  Tenant  shall  maintain  all  display  windows  in a neat,  attractive
condition and shall keep all display  windows  lighted during all business hours
as defined above.
<PAGE>
     7.8  Tenant  shall  include  the  address  and  indentity  of its  business
activities in the Demised Premises in all advertisements made by Tenant in which
the address and  identity of any similar  local  business  activity of Tenant is
mentioned.

     7.9 Tenant  shall  procure at its sole  expense  any  permits/and  licenses
required for the  transaction of business in the Demised  Premises and otherwise
comply with all applicable laws, ordinances, and governmental regulations.

ARTICLE VIII.  MAINTENANCE AND REPAIR OF DEMISED PREMISES

     8.1 Landlord shall keep the foundation,  the exterior walls,  heating,  air
conditioning and roof (except plate glass; windows,  doors, door closure devices
and  other  exterior  openings,  window  and door  frames,  molding,  locks  and
hardware;  special  storefronts;   lighting,   plumbing  and  other  electrical,
mechanical,  and  electromotive  installations,  equipment and fixtures;  signs,
placards, decorations or advertising media of any type; and interior painting or
other  treatment  of  exterior  walls) of the Demised  Premises in good  repair.
Landlord,  however,  shall not be required to make any repairs occasioned by the
act or negligence of Tenant or Tenants' agents, employees, subtenants, licensees
and  concessionaires;  and the provisions of the previous sentence are expressly
recognized to be subject to the provisions of Article XV and Article XVI of this
Lease.  In the event that the Demised  Premises should become in need of repairs
required to be made by Landlord  hereunder,  Tenant shall give immediate written
notice thereof to Landlord, and Landlord shall not be responsible in any way for
failure to make any such  repairs  until a  reasonable  time shall have  elapsed
after receipt by Landlord of such written notice.

     8.2 Tenant  shall keep the Demised  Premises in good,  clean and  habitable
condition and shall at its sole cost and expense keep the Demised  Premises free
of  insects,  rodents,  vermin and other  pests and make all needed  repairs and
replacements,  including  replacement  of  cracked or broken  glass,  except for
repairs and replacements required to be made by Landlord under the provisions of
Section 8.1,  Article XV and Article XVI.  Without  limiting the coverage of the
previous  sentence,  it is understood  that 'Tenant's  responsibilities  therein
include  the  repair  and  replacement  of  all  lighting,  plumbing  and  other
electrical,  mechanical and electromotive  installation,  equipment and fixtures
and also include all utility repairs in ducts,  conduits,  pipes and wiring, and
any sewer  stoppage  located  in,  under or above the Demised  Premises.  If any
repairs  required  to be made by Tenant  hereunder  are not made within ten (10)
business days after written  notice.  delivered to Tenant by Landlord,  Landlord
may at its option, make such repairs without liability to Tenant for any loss or
damage which, may result to its stock or business by reason of such repairs; and
Tenant shall pay to Landlord upon demand, as additional rent hereunder, the cost
of such  repairs  plus ten percent  (10%)  thereof as an  administrative  fee to
Landlord plus interest at the maximum lawful rate in the state where the Demised
Premises is located (but in no event to exceed 1 1/2% per month),  such interest
to accrue  continuously  from the date of payment bv Landlord until repayment by
Tenant.  At the  expiration  of this Lease,  Tenant shall  surrender the Demised
Premises  in good  condition,  excepting  reasonable  wear and  tear and  losses
required to be restored by Landlord in Section  8.1,  Article XV and Article XVI
of this Lease.
<PAGE>
ARTICLE IX.  ALTERATIONS

     9.1 Tenant shall not make any alterations, additions or improvements to the
Demised Premises  without the prior written consent of Landlord,  except for the
installation  of  unattached,  movable  trade  fixtures  which may be  installed
without drilling,  cutting or otherwise defacing the premises.  All alterations,
additions,  improvements and fixtures (other than Tenant's  unattached,  readily
movable furniture and office equipment) which may be made or installed by either
party upon the Demised  Premises shall remain upon and be  surrendered  with the
Demised  Premises and become the property of Landlord at the termination of this
Lease, unless Landlord requests their removal in which event Tenant shall remove
the same and  restore  the  Demised  Premises  to their  original  condition  at
Tenant's expense.

     9.2 All construction  work done by Tenant within the Demised Premises shall
be  performed  in  a  good  and  workmanlike  manner,  in  compliance  with  all
governmental  requirements,  and  in  such  manner  as to  cause  a  minimum  of
interference  with other  construction  in progress and with the  transaction of
business in the Shopping  Center.  Tenant agrees to indemnify  Landlord and hold
Landlord harmless against any loss, liability or damage resulting from such work
and Tenant  shall,  if requested by Landlord,  furnish a bond or other  security
satisfactory to Landlord against any such loss, liability or damage.

ARTICLE  X.  LANDLORD'S RIGHT OF ACCESS:  USE OF ROOF

     10.1  Landlord  shall have the right to enter upon the Demised  Premises at
any  time  for  the  purpose  of  inspecting  the  same  or of  making  repairs,
alterations  or  additions  to adjacent  premises,  or of  showing,  the Demised
Premises to prospective purchasers, lessees or lenders.

     10.2 Tenant will permit  Landlord to place and maintain  "For Rent" or "For
Lease"  signs on the  Demised  Premises  during the last ninety (90) days of the
Lease Term, it being  understood that such signs shall in no way affect Tenant's
obligations  pursuant to Section 7.3,  Section 11.1,  or any other  provision of
this Lease.

     10.3  Use of the roof above the Demised Premises is reserved to Landlord.

ARTICLE XI.  SIGNS:  STOREFRONTS

     11.l Tenant shall not,  without  Landlord's  prior written  consent,  which
shall  not be  unreasonably  withheld  or  denied  (a) make any  changes  to the
storefront  or  (b)  install  any  exterior  lighting,  decorations,  paintings,
awnings,  canopies or the like or (c) erect or install any signs, window or door
lettering  placards,  decorations or advertising  media of any type which can be
<PAGE>
viewed from the  exterior  of the Demised  Premises,  excepting  only  dignified
displays  of  customary  type  of its  display  window.  All  signs,  lettering,
placards, decorations and advertising media shall conform in all respects co the
sign criteria  established by Landlord for the Shopping Center from time to time
in the  exercise  of its sole  discretion,  and  shall be  subject  to the prior
written approval,  of Landlord as to construction,  method of attachment,  size,
shape, height, lighting,  color and general appearance.  All signs shall be kept
in good  condition  and in  proper  operating  order at all  times  at  Tenant's
expense.

   11.2  Subject to the  restrictions  of Section 11.1 above,  Tenant  agrees to
install and  maintain a  first-class  sign on the front of the Demised  Premises
during the Lease Term. At Tenant locations where the Demised Premises'  entrance
and exit are to the outside of the Shopping Center,  signage to be provided, and
installed by Tenant. At Tenant locations where the Demised Premises'  entrance '
and exit are to the inside of the  Shopping  Center,  signage to be provided and
installed by Landlord.

ARTICLE XII.  UTILITIES

     12.1 Landlord  agrees to cause to be provided and  maintained the necessary
mains,   conduits  and  other  facilities   necessary  to  supply  water,   gas,
electricity, telephone service and sewerage service to the Demised Premises.

     12.2  Landlord  shall pay all  charges for  electricity,  water,  gas,  and
sewerage  service  furnished  to the  Demised  Premises.  Tenant  shall  pay for
telephone service and other utility service.

     12.3  Landlord  shall  not be liable  for any  interruption  whatsoever  in
utility  services not  furnished by Landlord  nor for  interruptions  in utility
services furnished by Landlord which are due to fire, accident,  strike, acts of
God or  other  causes  beyond  the  control  of  Landlord  or in  order  to make
alterations, repairs or improvements.

ARTICLE XIII.  INDEMNITY AND PUBLIC LIABILITY INSURANCE

     13.1  Landlord  shall not be liable  to  Tenant or to  Tenant's  employees,
agents, or visitors,  or to any other person whomsoever for any injury to person
or damage to property on or about the Demised Premises or the Common Area caused
by the negligence or misconduct of Tenant, its employees,  subtenants, licensees
or  concessionaires,  or of any other person  entering the Shopping Center under
express  or implied  invitation  of  Tenant,  or  arising  out of the use of the
Demised Premises by Tenant and the conduct of its business  therein,  or arising
out of any  breach or default by Tenant in the  performance  of its  obligations
hereunder;  and Tenant  hereby  agrees to defend,  indemnify  and. hold Landlord
harmless from any loss,  expense,  including  reasonable  attorney expenses,  or
claims arising out of such damage or injury.
<PAGE>
     13.2 Tenant shall procure and maintain  throughout  the Lease Term a policy
or policies of insurance,  at its sole cost and expense,  insuring both Landlord
and  Tenant  against  all  claims,  demands  or  actions  arising  out  of or in
connection with Tenant's use or occupancy of the Demised Premises, the limits of
such  policy or  policies  to be in an amount  not less  than  $1,000,000.00  in
respect of  injuries  to or death of any one  person,  and in an amount not less
than $5,000,000.00 in respect of any one accident or disaster,  and in an amount
not less than $1,000,000.00 in respect of property damaged or destroyed,  and to
be written by insurance companies satisfactory to Landlord. In addition,  Tenant
shall provide products liability and completed  operations coverage in an amount
not less than  $1,000,000.00.  Tenant shall obtain a written  obligation  on the
part of each insurance  company to notify  Landlord at least ten (10) days prior
to cancellation of such insurance.  Such policies or duly executed  certificates
of insurance  shall be promptly  delivered  to Landlord and renewals  thereof as
required  shall be  delivered  to  Landlord  at least  thirty (30) days prior to
cancellation or the expiration of the respective policy terms of such insurance.
If Tenant  should fail to comply  with the  foregoing  requirements  relating to
insurance,  Landlord may obtain such  insurance and Tenant shall pay to Landlord
on demand as additional rent hereunder the premium cost thereof plus ten percent
(10%)  as an  administrative  fee to  Landlord  plus  interest  at  the  maximum
contractual  rate (but in no event to exceed 1 1/2% per month)  from the date of
payment by Landlord until repaid by Tenant.

     13.3 Tenant  agrees to maintain  and keep in force,  during the Lease Term,
all  workers'   compensation   insurance  required  under  applicable   Worker's
Compensation Acts.

ARTICLE XIV.  NON-LIABILITY FOR CERTAIN DAMAGES

     14.1 Landlord and  Landlord's  agents and employees  shall not be liable to
Tenant  for any  injury to person or damage to  property  caused by the  Demised
Premises or other portions of the Shopping  Center  becoming out of repair or by
defect or failure of any  structural  element of the Demised  Premises or of any
equipment pipes or wiring,  or broken glass, or by the backing up of drains,  or
by gas, water, steam,  electricity or oil leaking,  escaping or flowing into the
Demised Premises,  nor shall Landlord be liable to Tenant for any loss or damage
that may be  occasioned  by or through the acts or omissions of other tenants of
the Shopping  Center or of any other  persons  whomsoever,  excepting  only duly
authorized employees and agents of Landlord.

     14.2 Tenant and its agent and employees shall not be liable to Landlord for
any injury to person or damage to  property  caused by the  Demised  Premises or
other  portions of the  Shopping  Center  becoming out of repair or by defect or
failure of any structural  element of the Demised  Premises or of any equipment,
pipes or wiring,  or broken  glass,  or by the backing up of drains,  or by gas,
<PAGE>
water, steam,  electricity or oil leaking,  escaping or flowing into the Demised
Premises,  nor shall  Tenant be liable to Landlord for any losses or damage that
may be  occasioned  by or through the acts or omissions of other  tenants of the
Shopping  Center  or of  any  other  persons  whomsoever,  excepting  only  duly
authorized employees and agents of Tenant.

     14.3 Landlord and  Landlord's  agents and employees  shall not be liable to
Tenant or to Tenant's  employees,  agents or  visitors,  or to any other  person
whomsoever,  for any  injury to person  or  damage to  property  on or about the
Demised Premises or the Common Area caused in whole or in part by the negligence
or misconduct  os Tenant,  its  employees,  subtenants,  invitees,  licensees or
concessionaires,  or of any other  person  entering  the  Shopping  Center under
express  or implied  invitation  of  Tenant,  or  arising  out of the use of the
Demised  Premises by Tenant or the conduct of its business  therein,  or arising
out of any  breach or default by Tenant in the  performance  of its  obligations
under  this  Lease;  and Tenant  hereby  agrees to  defend,  indemnify  and hold
Landlord harmless from any loss,  expense or claim arising out of such damage or
injury.

     14.4  Landlord  and Tenant each  hereby  release the other from any and all
liability or  responsibility to the other or to any other party claiming through
or under  them by way of  subrogation  or  otherwise,  for any loss or damage to
property  caused by a casualty which is insured under standard fire and extended
coverage  insurance;  provided,  however,  that  this  mutual  waiver  shall  be
applicable only with respect to a loss or damage  occurring during the time when
standard  fire and  extended  coverage  insurance  policies  contain a clause or
endorsement  to the effect that any such release shall not  adversely  affect or
impair the policy or the right of the insured  party to receive  proceeds  under
the policy.

ARTICLE XV.  DAMAGES BY CASUALTY

     15.1 Tenant shall give  immediate  written notice to Landlord of any damage
caused to the Demised Premises by fire or other casualty.

     15.2 In the event that the Demised  Premises  shall be damaged or destroyed
by fire or other  casualty  insured under  standard  fire and extended  coverage
insurance,  and Landlord does not elect to terminate  this Lease as  hereinafter
provided, Landlord shall proceed with reasonable diligence, at its sole cost and
expense,  to  rebuild  and  repair the  Demised  Premises.  In the event (a) the
Shopping  Center shall be destroyed or  substantially  damaged by a casualty not
covered by  Landlord's  insurance or (b) the Shopping  Center shall be destroyed
and untenantable to an extent in excess of fifty percent (50%) of the floor area
by a casualty covered by Landlord's insurance,  or (c) the holder of a mortgage,
deed of trust or other lien on the Demised  Premises at the time of the casualty
elects,  pursuant to such mortgage,  deed of trust or other lien, to require the
use of all or part of Landlord's  insurance  proceeds in  satisfaction of all or
part of the indebtedness  secured by the mortgage,  deed of trust or other lien,
then Landlord may elect either to terminate  this Lease or to proceed to rebuild
and repair the Demised Premises. Landlord shall give written notice to Tenant of
such election within sixty (60) days after the occurrence of such casualty,  and
if it elects to rebuild  and  repair,  shall  proceed  to do so with  reasonable
diligence and at its sole cost and expense.
<PAGE>
     15.3  Landlord's  obligation  to rebuild and repair  under this  Article XV
shall in any event be limited to restoring the Demised Premises to substantially
the condition in which the same existed prior to such casualty, exclusive of any
alterations, additions, improvements, fixtures and equipment installed by Tenant
or Landlord's Work, as described in Exhibit B, if any, to substantially the same
condition in which the same existed prior to the  casualty,  as the case may be.
Tenant agrees that promptly  after  completion of such work by Landlord,  Tenant
will proceed with reasonable  diligence and at Tenant's sole cost and expense to
restore, repair and replace all alterations, additional improvements,  fixtures,
signs and equipment installed by Tenant, all items of Tenant's Work as described
in Exhibit: B.

     15.4 Tenant  agrees that during any period of  reconstruction  or repair of
the Demised Premises,  it will continue the operation of its business within the
Demised  Premises to the extent  practicable.  At  Landlord's  sole  discretion,
during the period from the occurrence of the casualty until  Landlord's  repairs
are completed,  the Minimum Guaranteed Rental shall be reduced to such extent as
may be fair and reasonable under the circumstances.

     15.5 Tenant will secure at Tenant's sole cost Property  Insurance  Coverage
normally  covered in a Fire and Extended  Coverage  Policy.  This coverage is to
provide coverage for Tenant's equipment,  fixtures, alterations and improvements
and/or betterments. Loss of rents coverage shall also be included.

ARTICLE XVI.  EMINENT DOMAIN

     16.1 If more than  thirty  percent  (30%) of the floor area of the  Demised
Premises  should  be  taken  for  any  public  or  quasi-public  use  under  any
governmental  law,  ordinance or regulation or by right of eminent  domain or by
private purchase in lieu thereof, this Lease, shall terminate and the rent shall
be abated  during the  unexpired  portion of this Lease,  effective  on the date
physical possession is taken by the condemning, authority.

     16.2 If less than  thirty  percent  (30%)of  the floor area of the  Demised
Premises should be taken as aforesaid, this Lease shall not terminate,  however,
the Minimum  Guaranteed Rental (but not Percentage  Rental) is payable hereunder
during the  unexpired  portion of this Lease in  proportion  to the area  taken,
effective on the date physical possession is taken by the condemning  authority.
Following  such partial  taking,  Landlord  shall make all necessary  repairs or
alterations  to the remaining  premises or, if an Exhibit B is attached  hereto,
all necessary  repairs or  alterations  within the scope of  Landlord's  Work as
described  in  Exhibit  B, as the case  may be  required  to make the  remaining
portions of the Demised Premises an architectural whole.
<PAGE>
     16.3 If any part of the  Common  Area  should be taken as  aforesaid,  this
Lease  shall not  terminate  nor shall the rent  payable  hereunder  be reduced,
except that either  Landlord or Tenant may terminate  .this Lease if the area of
the Common Area remaining following such taking plus any additional parking area
provided by Landlord in  reasonable  proximity to the  Shopping  Center shall be
less than seventy percent (70%) of the area of the Common Area immediately prior
to the taking.  Any election to  terminate  this Lease in  accordance  with this
provision  shall be evidenced by written notice of termination  delivered to the
other party within thirty (30) days after the date physical  possession is taken
by the condemning authority.

     16.4 All  compensation  awarded for any taking (or the  proceeds of private
sale in lieu  thereof)  of the  Demised  Premises  or Common  Area  shall be the
property of Landlord,  and Tenant hereby  assigns its interest in any such award
to Landlord;  provided,  however,  Landlord  shall have no interest in any award
made to Tenant for Tenant ' s moving and relocation  expenses or for the loss of
Tenant ' s fixtures and other tangible personal property if a separate award for
such items is made to Tenant.

ARTICLE XVII.  ASSIGNMENT AND SUBLETTING

     17.1 Notwithstanding the sale of franchises,  Tenant shall not assign or in
any manner transfer this Lease or any estate or interest therein,  or sublet the
Demised Premises or any part thereof, or grant any license,  concession or other
right of  occupancy  of any  portion of the Demised  Premises  without the prior
written consent of Landlord.  Consent by Landlord to one or more  assignments or
sublettings  shall  not  operate  as a waiver  of  Landlord's  rights  as to any
subsequent assignments and sublettings which will not be unreasonably withheld.

     17.2 If Tenant is a  corporation  and if at any time  during the Lease Term
the person or persons who own a majority of either the outstanding voting shares
or all  outstanding  shares  of  capital  stock  of  Tenant  at the  time of the
execution  of this Lease cease to own a majority  of such shares  (except as the
result of transfers by devise or descent), the loss of a majority of such shares
shall be deemed as assignment  of this Lease by Tenant and therefore  subject in
all respects to the  provisions of.  Section 17.1 above.  The previous  sentence
shall not apply,  however,  if at the time of the  execution of this Lease,  the
outstanding  voting shares of capital stock of Tenant are listed on a recognized
security exchange or over-the-counter market.

     17.3 Notwithstanding any assignment or subletting, Tenant and any guarantor
of  Tenant's  obligations  under  this  Lease  shall at all times  remain  fully
responsible  and liable for the  payment of the rent  herein  specified  and for
compliance  with all of its other  obligations  under this Lease (even if future
assignments and sublettings  occur subsequent to the assignment or subletting by
Tenant and regardless of whether or not Tenant's  approval has been obtained for
<PAGE>
such future assignments and sublettings). Moreover, in the event that the rental
due and payable by sublessee (or a combination  of the rental payable under such
sublease  plus any bonus or other  consideration  therefor or incident  thereto)
exceeds the rental  payable  under this Lease or if with  respect to a permitted
assignment, permitted license or other transfer by Tenant permitted by Landlord,
the  consideration  payable  to  Tenant  by  the  assignee,  licensee  or  other
transferee  exceeds the rental  payable  under this Lease,  then Tenant shall be
bound and  obligated  to pay  Landlord  all such excess  rental and other excess
consideration within ten (10) days following receipt thereof by Tenant from such
sublessee,  assignee, licensee or other transferee, as the case may be. Finally,
in any event of assignment or  subletting,  it is understood and agreed that all
rentals paid to Tenant by an assignee or  sublessee  shall be received by Tenant
in trust for Landlord, to be forwarded immediately to Landlord without offset or
reduction of any kind, and upon election by Landlord, such rentals shall be paid
directly to Landlord as specified in section 4.1 of this Lease (to be applied as
a credit and offset to Tenant's rental obligations.)

     17.4 If this Lease is In fact a sublease, Tenant accepts this Lease subject
to all of the terms and conditions of the underlying  Lease under which Landlord
holds the Shopping Center as lessee.  Tenant covenants that it will do no act or
thing which would  constitute  a violation by Landlord of his  obligation  under
such underlying Lease; provided, however, that Tenant's agreement in this regard
is premised on Landlord's  assurances to the effect that the terms of this Lease
do not violate such underlying Lease.

     17.5 Tenant shall not mortgage,  pledge or otherwise  encumber its interest
in this Lease or in the Demised Premises.

     17.6 In the  event  of the  transfer  and  assignment  by  Landlord  of its
interest in this Lease and in the Shopping Center to a person expressly assuming
Landlord's  obligation under this Lease, Landlord shall thereby be released from
any  further  obligations  hereunder,  and Tenant  agrees to look solely to such
successor  in interest of Landlord  for  performance  of such  obligations.  Any
security given by Tenant to secure performance of Tenant's obligations hereunder
may be assigned and  transferred by Landlord to such successor in interest,  and
Landlord shall thereby be discharged of any further obligation relating thereto.

ARTICLE XVIII.  TAXES AND INSURANCE

     18.1 Tenant shall be liable for all taxes levied against personal  property
and trade fixtures placed by Tenant in the Demised  Premises.  If any such taxes
are levied against  Landlord or Landlord's  property,  and if Landlord elects to
pay the same or if the  assessed  value of  Landlord's  property is increased by
inclusion  of  personal  property  and  trade  fixtures  placed by Tenant in the
Demised  Premises,  and Landlord elects to pay the taxes based on such increase.
Tenant  shall pay to  Landlord  upon  demand  that part of such  taxes for which
Tenant is primarily liable hereunder.
<PAGE>
     18.2 Except as provided in Section 18.1,  Landlord shall pay or cause to be
paid all general real estate  taxes,  general and special  assessments,  parking
surcharges and other governmental charges (hereinafter  collectively referred to
as the "General  Taxes") levied against the Shopping Center for each real estate
tax year.  Tenant  shall pay to  Landlord  in  addition to the rentals and other
charges  prescribed in this Lease, its proportionate  share of all General Taxes
levied  against  the  Shopping  Center.   The   proportionate   share  which  is
attributable  to the Demised  Premises  during any  lease/tax  year shall be the
product of the  aggregate of General  Taxes times a fraction of the numerator of
which  is the  total  square  feet  included  in the  Demised  Premises  and the
denominator  of which is the total  ground  floor area in the  Shopping  Center;
provided that, in no event shall such share be less than the amount specified in
Section 1.1 (m).  Tenant  shall make such  payments  to  Landlord on demand,  at
intervals not more frequent than monthly. See Section 18.5 for payment rights.

     18.3 If at any time  during  the  Lease  Term,  a tax or excise on rents or
other tax however described (except any franchise, estate, inheritance,  capital
stock, income or excess profits tax imposed upon Landlord) is levied or assessed
against  Landlord  by any lawful  taxing  authority  on  account  of  Landlord's
interest in this Lease or the rents or other charges  reserved  hereunder,  as a
substitute in whole or in part, or in addition to the General Taxes described in
section  18.2  above,  Tenant  agrees to pay to  Landlord  upon  demand,  and in
addition to the rentals and other charges  prescribed in this Lease,  the amount
of such tax or excise. In the event any such tax or excise is levied or assessed
directly against Tenant,  then Tenant shall be responsible for and shall pay the
same at such times and in such manner as the taxing authority shall require. See
Section 18.5 for payment rights.

     18.4 Landlord  shall pay or cause to be paid all the premiums for liability
insurance,  fire and extended coverage  insurance,  or both, carried by Landlord
covering the Shopping Center (hereinafter referred to as "Insurance  Premiums").
Tenant  shall pay to Landlord  upon  demand,  and in addition to the rentals and
other charges prescribed in this Lease, its proportionate share of all Insurance
Premiums for insurance  insuring the Shopping Center.  The  proportionate  share
which is attributable to the Demised  Premises during any  lease/insurance  year
shall be the product of the aggregate of Insurance  Premiums times a fraction of
the  numerator  of which is.  the total  square  feet  included  in the  Demised
Premises  and the  denominator  of which is the  total  ground  floor are in the
Shopping  Center at the tine the Insurance  Premiums are due.  Tenant shall make
such  payments  to Landlord  on demand,  at  intervals  not more  frequent  than
monthly. See Section 18.5 for payment rights.
<PAGE>
     18.5 If at any time  during the Lease Term  Landlord  has reason to believe
that at some time within the  immediately  succeeding  twelve (12) month  period
Tenant  will owe  Landlord a payment  pursuant  to one or more of the  preceding
sections of this Article XVIII, Landlord may direct that Tenant prepay monthly a
prorata portion of the prospective  future payment (i.e., the prospective future
payment  divided by the number of months before the  prospective  future payment
will be due). Tenant agrees that any such prepayment  directed by Landlord shall
be due and payable  monthly on the same day that  Minimum  Guaranteed  Rental is
due.

ARTICLE XIX.  DEFAULT BY TENANT AND REMEDIES

     19.1 The following events shall be deemed to be events of default by Tenant
under this Lease:

     1)   Tenant  shall  fail  to pay  any  installment  of  rent  or any  other
          obligations  hereunder involving the payment of money and such failure
          shall continue for a period of thirty (30) days after the date due .

     (2)  Tenant  shall fail to comply with any term,  provision  or covenant of
          this Lease other than as described in  subsection  (1) above and shall
          not cure such failure  within  thirty (30) days after  written  notice
          thereof to Tenant.

     (3)  Tenant or any guarantor of Tenant's obligations under this Lease shall
          become insolvent,  or shall make a transfer in fraud of creditors,  or
          shall make an assignment for the benefit of creditors.

     (4)  Tenant or any guarantor of Tenant's obligations under this Lease shall
          file  a  petition  under  any  section  or  chapter  of  the  National
          Bankruptcy Act, as amended, or under any similar law or statute of the
          United  States or any State  thereof;  or Tenant or any  guarantor  of
          Tenant's  obligations  under this Lease shall be adjudged  bankrupt or
          insolvent in  proceedings  filed  against:  Tenant or any guarantor of
          Tenant ' s obligations under this Lease thereunder.

     (5)  A receiver or trustee shall be appointed  for the Demised  Premises or
          for all or substantially all of the assets of Tenant or. any guarantor
          of Tenant's obligations under this Lease.

     (6)  Tenant  shall  desert or vacate or shall  commence to desert or vacate
          the  Demised  Premises  or any  substantial  portion  of  the  Demised
          Premises  or shall  remove or  attempt to  remove,  without  the prior
          written  consent of Landlord,  all or a substantial  value of Tenant's
          goods,  wares,  equipment,  fixtures,  furniture,  or  other  personal
          property.

     (7)  Tenant shall not do or permit to be done anything which creates a lien
          upon the Demised Premises.
<PAGE>
     Upon the occurrence of any such events of default,  Landlord shall have the
     option to pursue either of the following alternative remedies:

     A.   Without any notice or demand whatsoever.  Landlord may take any one or
          more of the actions permissible at law to insure performance by Tenant
          of  Tenant's  covenants  and  obligations  under this  Lease.  In this
          regard,  it is agreed  that if Tenant  deserts or vacates  the Demised
          Premises,  Landlord may enter upon and take  possession of the Demised
          Premises in order to protect them from  deterioration  and continue to
          demand from Tenant the monthly  rentals and other charges  provided in
          this Lease,  without  any  obligation  to relet;  but that if Landlord
          does,  at its sole  discretion,  elect to relet the Demised  Premises,
          such  action by  Landlord  shall not be  deemed  as an  acceptance  of
          Tenant's  surrender of the Demised Premises unless Landlord  expressly
          notifies Tenant of such acceptance in writing pursuant to Subsection B
          of this Section 19.1.  Tenant hereby  acknowledges that Landlord shall
          otherwise  be  reletting  as Tenant ' s agent and  Tenant  furthermore
          hereby  agrees to pay to  Landlord on demand any  deficiency  that may
          arise between the monthly  rentals and other charges  provided in this
          Lease and that actually collected by Landlord. It is further agreed in
          this regard that in the event of any default  described in  Subsection
          (2) of this Section 19.1,  Landlord shall have the right to enter upon
          the Demised  Premises by force if necessary  without  being liable for
          prosecution of any claim for damages therefor,  and do whatever Tenant
          is . obligated to do under the terms of this Lease;  and Tenant agrees
          to reimburse  Landlord on demand for any expenses  which  Landlord may
          incur in thus effecting  compliance  with Tenant's  obligations  under
          this  Lease;  and Tenant  further  agrees that  Landlord  shall not be
          liable for any damages resulting to Tenant from such action.

     B.   Landlord,  may terminate  this Lease by written  notice to Tenant,  in
          which event Tenant shall immediately surrender the Demised Premises to
          Landlord,  and  if  Tenant  fails  to do  so.  Landlord  may,  without
          prejudice to any other remedy which  Landlord may have for  possession
          or arrearages in rent  (including  any interest which may have accrued
          pursuant to Article IV of this Lease),  enter upon and take possession
          of the  Demised  Premises  and  expel or remove  Tenant  and any other
          person who may be  occupying  said  premises or any part  thereof,  by
          force if necessary  without being liable for  prosecution or any claim
          for damages therefor. Landlord agrees to provide ten (10) days written
          notice and Tenant  hasten (10) days to correct,  modify and make whole
<PAGE>
          any  obligation.  Tenant hereby waives any  statutory  requirement  of
          prior  written  notice  for  filing   eviction  or  damage  suits  for
          nonpayment of rent.  In addition,  Tenant agrees to pay to Landlord on
          demand the amount of all loss and damage which  Landlord may suffer by
          reason of any termination  effected  pursuant to this Subsection (7)B,
          said loss and  damage  to be  determined  by  either of the  following
          alternative measures of damage.

          (i)  Until Landlord is able, through reasonable efforts, the nature of
               which  efforts shall be at the sole  discretion  of Landlord,  to
               relet the Demised  Premises,  Tenant  shall pay to Landlord on or
               before the first day of each calendar month,  the monthly rentals
               and other  charges  provided  in this  Lease.  After the  Demised
               Premises  have  been  relet  by  Landlord,  Tenant  shall  pay to
               Landlord  on  the  twentieth  day  of  each  calendar  month  the
               difference between the monthly rentals and other charges provided
               in this Lease for the preceding  calendar month and that actually
               collected  by Landlord  for such month.  If it is  necessary  for
               Landlord to bring suit in order to collect a deficiency, Landlord
               shall have a right to allowsuch deficiencies to accumulate and to
               bring an action on several or all of the accrued  deficiencies at
               one time.  ' Any such suit  shall  not  prejudice  in any way the
               right of  Landlord to bring a similar  action for any  subsequent
               deficiency or deficiencies. Any amount collected by Landlord from
               subsequent  tenants  for any  calendar  month,  in  excess of the
               monthly rentals and other charges  provided in this Lease,  shall
               be credited to Tenant in reduction of Tenant's  liability for any
               calendar month for which the amount collected by Landlord will be
               less than the monthly rentals and other charges  provided in this
               Lease;  but Tenant  shall have no right to such excess other than
               the above described credit.

          (ii) When Landlord  desires.  Landlord may demand a final  settlement.
               Upon demand for a final  settlement,  Landlord shall have a right
               to, and Tenant hereby,  agrees to pay, the difference between the
               total of all monthly rentals,  and Other charges provided in this
               Lease for the  remainder  of the term and the  reasonable  rental
               value of the Demised Premises for such period, such difference to
               be  discounted  to  present  value at a rate equal to the rate of
               interest  which is allowed  by law,  in the state  designated  by
               Section 27.10 of this Lease,  when the parties to a contract have
               not agreed on any particular rate of interest (or, in the absence
               of such law, ac the rate of six percent (6%) per annum).
<PAGE>
               If  Landlord   elects  to  exercise  the  remedy   prescribed  in
               subsection  (7) A above,  this election shall in no wav prejudice
               Landlord's  right at any time  thereafter to cancel said election
               in favor of the  remedy  prescribed  in  Subsection  (7) B above,
               provided that at the time of such cancellation Tenant is still in
               default.  Similarly, if Landlord elects to compute damages in the
               manner  prescribed by Subsection  (7) B (i) above,  this election
               shall in no way prejudice Landlord's right at any time thereafter
               to demand a final  settlement in accordance with Subsection (7) B
               (ii)  above.  Pursuit  of any of the  above  remedies  shall  not
               preclude  pursuit  of any  other  remedies  prescribed  in  other
               sections  of this Lease and any other  remedies  provided by law.
               Forbearance  by Landlord  to enforce one or more of the  remedies
               herein  provided  upon an event of default shall not be deemed or
               construed to constitute a waiver of such default.

     19.2 It is expressly  agreed that in determining  "the monthly  rentals and
other  charges  provided  in this  Lease,  "as  that  term  is  used  throughout
Subsection (7) A and (7) B of Section 19.1 of the Lease, there shall be added to
the Minimum  Guaranteed Rental (as specified in Section 1.1 (j) of this Lease) a
sum equal to the charges for  maintenance  of the Common Area (as  specified  ir
Section 6.4 of this Lease), the charges for taxes and insurance (as specified in
Article  XVIII of the Lease) plus one  twenty-fourth  (1/24) of the total of all
percentage  rentals  required to be paid by Tenant (pursuant to Section 4.3 .and
4.4 of this Lease)  because of Gross Sales  during the two full  calendar  years
immediately  preceding  the date  Landlord  initiated  action  pursuant  to said
subsection  (or,  if two full  calendar  years  have not  then  elapsed,  to the
corresponding  fraction of all percentage rentals required to be paid because of
Gross Sales  during the period  commencing  with the  Commencement  Date of this
Lease and concluding with the date on which Landlord initiated such action).

     19.3 It is further agreed that, in addition to payments  required  pursuant
to  Subsections  (7) A and (7) B of Section  19.3 of this  Lease,  Tenant  shall
compensate  Landlord  for  all  reasonable  expenses  incurred  by  Landlord  in
repossession (including among other expenses, any increase in Insurance Premiums
caused by the  vacancy  of the  Demised  Premises),  all  expenses  incurred  by
Landlord in reletting  (including  among other  expenses,  repairs,  remodeling,
replacements,  advertisements and brokerage fees), all concessions  granted to a
new tenant upon reletting (including among other concessions,  renewal options),
all losses  incurred  by  Landlord  as a direct or  indirect  result of Tenant's
default  (including  among  other  losses,  any adverse  reaction by  Landlord's
mortgagee or by other tenants or potential tenants of the Shoppins Center),  and
a reasonable  allowance  for  Landlord's  administrative  efforts,  salaries and
overhead  attributable directly or indirectly to Tenant's default and Landlord's
pursuing the rights and remedies provided herein and under applicable law.
<PAGE>
     19.4 Landlord may restrain or enjoin any breach or threatened breach of any
covenant,  duty or obligation of Tenant,  herein contained without the necessity
of or proving  the  inadequacy  of any legal  remedy or  irreparable  harm.  The
remedies of Landlord  hereunder shall be deemed  cumulative and not exclusive of
each other.

     19.5 If on account  of any  breach or default by Tenant in its  obligations
hereunder.  Landlord shall employ an attorney is present,  enforce or defend any
of Landlord's rights or remedies hereunder.  Tenant agrees to pay any reasonable
attorney's fees incurred by Landlord in such connection.

     19.6 Landlord hereby acknowledges  receipt from Tenant of the sum stated in
Section  1.1 (n),  to be  applied  to the  last  accruing  installment  of rent.
Landlord further  acknowledges  receipt from Tenant of the sum stated in Section
1.1 (o) to be held by Landlord  without interest as security for the performance
by Tenant of Tenant's  covenants  and  obligations  under this  Lease,  it being
expressly understood that such deposit may be commingled with Landlord ' s other
funds and is not an advance payment of rental or a measure of Landlord's damages
in case of  default by Tenant.  Upon the  occurrence  of any event of default by
Tenant,  Landlord may, from time to time,  without prejudice to any other remedy
provided  herein or provided by law,  use such funds to the extent  necessary to
make good any  arrears  of rentals  and any other  damages,  injury,  expense or
liability  caused to Landlord by such event or default,  and Tenant shall pay to
Landlord  on demand  the amount so  applied  in order to  restore  the  security
deposit to its original amount. If Tenant is not then in default hereunder,  any
remaining  balance of such deposit  shall be returned by Landlord to Tenant upon
termination of this Lease (subject to the provisions of Section 17.5).

ARTICLE XX.  LANDLORD'S CONTRACTUAL SECURITY INTEREST

     20.1 In addition to the statutory  Landlord's Lien,  Landlord shall have at
all times a valid  security  interest to secure payment of all rentals and other
sums of money  becoming due hereunder  from Tenant and to secure  payment of any
damages or losses which Landlord may suffer by reason of the breach by Tenant of
any covenant,  agreement or. condition  contained herein, upon all goods, wares,
equipment,  fixtures,  furniture,  improvements  and other personal  property of
Tenant presently, or which may. hereafter be, situated on the Demised .Premises,
and all proceeds.  therefrom,,  .and such property shall not be removed  without
the  consent of  Landlord  until all  arrearages  in rent as well as any and all
other sums of money then due to Landlord or to become due to Landlord  hereunder
shall first have been paid and discharged and all the covenants,  agreements and
conditions  hereof have been. fully complied with and performed by Tenant.  Upon
the  occurrence  of an event of default by Tenant,  Landlord may, in addition to
any other remedies provided, enter upon the Demised Premises and take possession
of any and all goods, wares, equipment,  fixtures,  furniture,  improvements and
other  personal  property of Tenant  situated on the Demised  Premises,  without
liability  for  trespass or  conversion,  and sell the same at public or private
sale,  with or without  having such  property at the sale,  after giving  Tenant
reasonable  notice of the time and place of any public sale or of the time after
which any private sale is to be made,  at which sale Landlord or its assigns may
purchase unless otherwise  prohibited by law. Unless otherwise  provided by law,
and without  intending to exclude any other manner of giving  Tenant  reasonable
noticed the  requirement  of  reasonable  notice  shall be met if such notice is
<PAGE>
given in the manner  prescribed in this Lease at least seven (7) days before the
time of sale. Any sale made pursuant to the provision of this paragraph shall be
deemed to have been a public sale conducted in a commercially  reasonable manner
if held in the above  described  premises or where the property is located after
the time, and place and method of sale and a general description of the types of
property to be sold have been advertised in a daily  newspaper  published in the
county in which the property is located for five (5) consecutive days before the
date of the  sale.  The  proceeds  from any such  disposition,  less any and all
expenses  connected  with the taking of  possession,  holding and selling of the
property  (including  reasonable  attorney's fees and legal expenses),  shall be
applied as a credit against the  indebtedness  secured by the security  interest
granted in this  paragraph.  Any surplus shall be paid to Tenant or as otherwise
required by law; Tenant shall pay any  deficiencies  forthwith.  Upon request by
Landlord, Tenant agrees to execute and deliver to Landlord a financing statement
in  form  sufficient  to  perfect  the  security  interest  of  Landlord  in the
aforementioned  property and proceeds thereof under the provision of the Uniform
Commercial  Code (or  corresponding  state  statute or statutes) in force in the
state in which the  property is located,  as well as any other state the laws of
which Landlord may at any time consider to be applicable.

     20.2 Notwithstanding Section 20.1, Landlord agrees that it will subordinate
its security  interest and Landlord's Lien to the security  interest of Tenant's
supplier or institutional  financial source, provided that Landlord approves the
transaction as being reasonably necessary for Tenant's operations at the Demised
Premises,  and  further  provided  that the  subordination  must be limited to a
specified  transaction  and  specified  items  of  the  fixtures,  equipment  or
inventory involved in the transaction.

ARTICLE XXI.  HOLDING OVER

     21.1 In the event Tenant  remaining in possession  of the Demised  Premises
after the expiration of this Lease and without the execution of a new lease,  it
shall be deemed to be occupying  the Demised  Premises as a tenant from month to
month at a monthly rental rate equal to the current  Minimum  Guaranteed  Rental
plus other charges  (including any Percentage Rental) herein provided plus fifty
percent  (50%) of such  amount  and  otherwise  subject  to all the  conditions,
provisions and obligations of this Lease insofar as the same are applicable to a
month to month tenancy.
<PAGE>
ARTICLE XXII.  SUBORDINATION AND ATTORNMENT

     22.1 Tenant  accepts this Lease  subject and  subordinate  to any mortgage,
deed of trust or other lien  presently  existing  or  hereafter  placed upon the
Demised  Premises  or the  Shopping  Center as a whole and to any  renewals  and
extensions  thereof.  Tenant agrees that any such mortgagee shall have the right
at any time to subordinate  such  mortgage,  deed of trust or other lien to this
Lease; provided, however, notwithstanding that this Lease may be (or made to be)
superior to mortgage,  deed of trust or other lien,  the provisions of mortgage,
deed of trust or other lien relative to the rights of the mortgagee with respect
to  proceeds  arising  from an eminent  domain  taking  (including  a  voluntary
conveyance  by  Landlord)  and/or  arising from  insurance  payable by reason of
damage to or destruction of the Demised  Premises shall be prior and superior to
any contrary provisions contained in this instrument with respect to the payment
or usage  thereof.  Landlord  is hereby  irrevocably  vested with full power and
authority to subordinate this Lease to any mortgage, deed of trust or other lien
hereafter  placed upon the Demised  Premises or the Shopping  Center as a whole,
and Tenant agrees upon demand to execute such further instruments  subordinating
this Lease as  Landlord  may  request;  provided,  however,  that upon  Tenant's
written request and notice to Landlord, Landlord shall use good faith efforts to
obtain  from any such  mortgagee a written  agreement  that the rights of Tenant
shall  remain in full force and  effect  during the Lease Term as long as Tenant
shall  continue to recognize and perform all of the covenants and  conditions of
this Lease.

     22.2 At any time when the holder of an outstanding mortgage,  deed of trust
or other lien  covering  Landlord's  interest in the Demised  Premises has given
Tenant written notice of its interest in this Lease, Tenant may not exercise any
remedies  for default by Landlord  hereunder  unless and until the holder of the
indebtedness  secured by such  mortgage,  deed of trust or other lien shall have
received  written  notice of such default and a reasonable  time for curing such
default shall thereafter have elapsed.

     22.3 Tenant  agrees that it will from time to time upon request by Landlord
execute and deliver to Landlord a written statement addressed to Landlord (or to
a party designated by Landlord),  which statement shall identify Tenant and this
Lease,  shall certify that this Lease is unmodified and in full force and effect
(or if there have been modifications,  that the same is in full force and effect
as so  modified),  shall  confirm  that  Landlord,  is not in  default as to any
obligations  of  Landlord  under  this  Lease (or if  Landlord  Is in.  default,
specifying any default.),  shall confirm Tenant's agreements  contained above in
this Article XXII,  shall confirm the  Commencement and Termintion Dates of this
Lease, and shall contain such other information or confirmations as Landlord may
reasonably require.  Landlord is hereby irrevocably  appointed and authorized as
the agent and attorney-in-fact of Tenant to execute and deliver any such written
statement  on  Tenant's  behalf if Tenant  fails to do so within  seven (7) days
after the delivery of a written  request from  Landlord to Tenant.  Landlord may
treat such failure as an event of default.
<PAGE>
     22.4 Tenant  shall attorn to and be bound to any of  Landlord's  successors
under all the terms,  covenants and  conditions of this Lease for the balance of
any remaining Lease Term.

ARTICLE XXIII.  MERCHANTS ASSOCIATION

     23.1 In the event that  Landlord  shall  organize a  merchants  association
composed of tenants in the Shopping Center,  Tenant agrees that it will join and
maintain  membership in such association,  will pay such dues and assessments as
may be fixed and determined from time to time by the association and will comply
with such other  bylaws,  rules and  regulations  as may be adopted from time to
time by the association.

ARTICLE XXIV.  DIRECTION OF TENANT'S ENERGIES

     24.1 Tenant  acknowledges that Tenant's  monetary  contribution to Landlord
(in the form of rentals) and Tenant's  general  contribution  to commerce within
the Shopping Center (also important in Landlord's  determination to execute this
Lease with  Tenant)  will be  substantially  reduced  if during the Lease  Term,
either  Tenant  or any  person,  firm or  corporation,  directly  or  indirectly
controlling, controlled by or under common control with Tenant shall directly or
indirectly  operate,  manage,  conduct or have any interest in any establishment
within commercial proximity of the Shopping Center.  Accordingly,  Tenant agrees
that during the Lease Term neither Tenant nor any person,  firm or  corporation,
directly or indirectly  controlling,  controlled by or under common control with
Tenant  (and  also,  in the event  Tenant is a  corporation,  if any  officer or
director  thereof  or  shareholder  owning  more than ten  percent  (10%) of the
outstanding  stock  thereof,  or parent,  subsidiary  or  related or  affiliated
corporation) shall directly or indirectly operate,  manage,  conduct or have any
interest in any commercial  establishment within three (3) miles of the Shopping
Center,  except that any such commercial  establishment  existing at the date of
this Lease may continue to be operated, managed, conducted and owned in the same
manner as on the date of this Lease,  provided there is no change in the size or
trade name of such commercial establishment.

ARTICLE XXV.  NOTICES & CORRESPONDENCE

     25.1  Wherever,  any notice or  correspondence  is  required  or  permitted
hereunder,  such notice shall be in writing.  Any notice or document required or
permitted  to be  delivered  hereunder  shall be  deemed  to be  delivered  when
actually  received by the designated  addressee or, if earlier and regardless of
whether  actually  received or not,  when  deposited in the United  States Mail,
postage  prepaid,  Certified Mail,  Return Receipt  Requested,  addressed to the
parties hereto at the respective addresses set out below:
<PAGE>
     LANDLORD: Wal-Mart Stores, Inc.
               Attn:  Property Management 8707
               701 S. Walton Boulevard
               Bentonville, AR  72716-8707


     TENANT:   The Travel Network
               Attn: Michael Brent
               560 Sylvan. Ave.
               Englewood Cliffs, NJ  07632

               cc: Attorney Harold Kestenbaum
               170 Old Country Rd.
               Mineola, NY  115 01

or at such other addresses as they have theretofore specified by written notice.

     25.2 If and  when  included  within  the term  "Landlord",  as used in this
instrument,  there  are more than one  person,  firm or  corporation,  all shall
jointly  arrange  among  themselves  for their  joint  execution  of such notice
specifying some  individual at some specific  address for the receipt of notices
and payments to Landlord; if and when included within the term "Tenant", as used
in this  instrument,  there are more than one person,  firm or corporation,  all
shall  jointly  arrange  among  themselves  for their joint  execution of such a
notice  specifying some  individual at some specific  address for the receipt of
notices and payments to Tenant. All parties included within the terms "Landlord"
and  "Tenant",  respectively,  shall be bound by notices and  payments  given in
accordance with the provisions of this Article to the same effect as if each had
received such notice or payment.

ARTICLE XXVI.  REGULATIONS

     26.1  Landlord  and Tenant  acknowledge  that there are in effect  federal,
state,  county and municipal  laws,  orders,  rules,  directives and regulations
(collectively  referred to hereinafter as the "Regulations") and that additional
Regulations may hereafter be enacted or go into effect, relating to or affecting
the Demised  Premises or the Shopping  Center,  and concerning the impact on the
environment of construction,  land use, maintenance and operation of structures,
and conduct of business.  Subject to the express  rights granted to Tenant under
the terms of this Lease,  Tenant will not cause, or permit to be caused, any act
or practice, by negligence, omission,, or otherwise, that would adversely affect
the environment, or do anything to permit anything to be done that would violate
any of said laws,  regulations,  or guidelines.  Moreover,  Tenant shall have no
claim  against  Landlord  by  reason  of any  changes  Landlord  may make in the
Shopping Center or the Demised Premises  regulations or any charges imposed upon
customers or other invitees pursuant to same.

     26.2 If by  reason of any  Regulations  the  payment  to or  collection  by
Landlord of any rental or other charges  (collectively  ,referred to hereinafter
as "Lease  Payments")  payable by Tenant: to Landlord pursuant to the provisions
of this Lease is in excess of the amount  permitted  therefor by the Regulations
(the  "Maximum  Charge"),  then Tenant,  during the period when the  Regulations
<PAGE>
shall be in force and effect (the "Freeze Period") shall not be required to pay,
nor shall  Landlord be  permitted  to collect,  any sum in excess of the Maximum
Charge.  Upon the earlier of (i) the expiration of the Freeze Period or (ii) the
issuance  of a final  order or  judgment  of a court of  competent  jurisdiction
declaring the  Regulations  to be invalid or not applicable to the provisions of
this Lease,  Tenant,  to the extent not then  prescribed by law, and  commencing
with the first day of the month immediately following,  shall pay to Landlord as
additional rental, in equal monthly installments during the balance of the Lease
Term, a sum equal to the  cumulative  difference  between the Maximum Charge and
the Lease Payments  during the Freeze Period.  If any provisions of this Section
26.2, or the application thereof,  shall to any extent be declared to be invalid
and  unenforceable,  the same  shall not be deemed to affect  any of.  the other
provisions  of this Section 26.2 or of this Lease,  all of which shall be deemed
valid and unenforceable to the fullest extent permitted by law.

ARTICLE XXVII.  MISCELLANEOUS

     27.1 Nothing herein  contained  shall be deemed or construed by the parties
hereto,  nor by any third party,  as creating the  relationship of principal and
agent or of partnership or of joint venture between the parties hereto, it being
understood  and,  agreed that neither the method of computation of rent, nor any
other provision  contained herein, nor any acts of the parties hereto,  shall be
deemed to create any  relationship  between  the parties  hereto  other than the
relationship of Landlord and Tenant.

     27.2 Tenant shall not for any reason withhold or reduce  Tenant's  required
payments of rentals and other  charges  provided in this Lease,  it being agreed
that the  obligations  of  Landlord  hereunder  are  independent  of  Tenant ' s
obligations except as may be otherwise expressly provided.  In this regard it is
specifically  understood  and agreed that in the event  Landlord  commences  any
proceedings  against  Tenant for  nonpayment of rentals or any other sum due and
payable by Tenant hereunder. Tenant will not interpose any counterclaim or other
claim  against   Landlord  of  whatever   nature  or  description  in  any  such
proceedings;  and in the event that Tenant  interposes any such  counterclaim or
other claim against Landlord in such proceedings.  Landlord and Tenant stipulate
and agree that, in addition to any other lawful remedy of Landlord,  upon motion
of  Landlord,  such  counterclaim  or other claim  asserted  by Tenant  shall be
severed out of the proceedings  instituted by Landlord.  Landlord may proceed to
final  judgment  separately  and apart from and  without  consolidation  with or
reference  to the status of such  counterclaim  or any other  claim  asserted by
Tenant.

     27.3 The liability of Landlord to Tenant for any default by Landlord  under
the terms of this Lease shall be limited to the proceeds of sale on execution of
the interest of Landlord in the Demised  Premises;  and  Landlord  shall not: be
personally liable for any deficiency, except that Landlord shall, subject to the
provisions of Section 17.5 hereof, remain personally liable to account to Tenant
for any security deposited  hereunder.  This clause shall not be deemed to limit
or deny any  remedies  which Tenant may have in the event of default by Landlord
hereunder, which do not involve the personal liability of Landlord.
<PAGE>
     27.4 Except as may be otherwise herein provided, in all circumstances under
this Lease where  prior  consent or  permission  of one party  ("First  Party"),
whether it be Landlord or Tenant,  is required  before the other party  ("Second
Party") is  authorized  to cake any  particular  type of  action,  the matter of
whether  to grant  such  consent  or  permission  shall be  within  the sole and
exclusive.  judgment  and  discretion  of the  First  Party;  and it  shall  not
constitute  any nature of breach by the First Party  hereunder or any defense to
the  performance  of any  covenant,  duty  or  obligation  of the  Second  Party
hereunder  that the First Party delayed or withheld the granting of such consent
or  permission,  whether  or not the delay or  withholding  of such  consent  or
permission  was, in the opinion of the Second  Party,  prudent or  reasonable or
based on good cause.

     27.5 One or more waivers of any covenant,  term, or condition of this Lease
by either party shall not be construed as a waiver of a subsequent breach of the
same covenant, term or condition.  The consent or approval by either party to or
of any act by the other party  requiring  such consent or approval shall not be'
deemed to waive or render  unnecessary  consent to or approval of any subsequent
similar act.

     27.6 Whenever a period of time is herein  prescribed for action to be taken
by Landlord, Landlord shall not be liable or responsible for, and there shall be
excluded  from the  computation  of any such  period of time,  any delays due to
strikes, riots, acts of God, shortages of labor or materials,  war, governmental
laws,  regulations or  restrictions  or any other causes of any kind  whatsoever
which are beyond the reasonable control of Landlord.

   27.7 The laws of the state in which the Demised  Premises  are located  shall
govern the interpretation,  validity, performance and enforcement of this Lease.
If any  provision of this Lease  should be held to be invalid or  unenforceable,
the validity and enforceability of the remaining  provisions of this Lease shall
 .not be affected thereby.  Venue, for any action under this Lease,  shall be the
county in which  rentals are due pursuant to Section 4.1 and Section I.I of this
Lease.

     27.8 The captions used herein are for convenience  only and do not limit or
amplify the provisions hereof.

     27.9 Whenever here the singular  number is used, the same shall include the
plural, and words of any gender shall include each other gender.
<PAGE>
     27.10 The terms,  provisions  and  covenants  contained in this Lease shall
apply to,  inure to the benefit of and be binding  upon the  parties  hereto and
their respective heirs,  successors in interest and legal representatives except
as otherwise herein expressly provided.

     27.11 This Lease contains the entire agreement between the parties,  and no
agreement shall be effective to change,  modify or terminate this Lease in whole
or in part unless such is in writing and duly signed by the party  against  whom
enforcement of such change,  modification or termination is sought. Landlord and
Tenant hereby  acknowledge  that they are not relying on any  representation  or
promise  of the other,  or of the Agent or  Cooperating  Agent,  except as maybe
expressly set forth in this Lease.  Oral  agreements in conflict with any of the
terms of this Lease shall be without force and effect.

     27.12 This Lease consists of  twenty-seven  (27) Articles and ____ attached
pages,  including  Exhibits  A through E (any space left blank will be deemed to
have been completed with the word "none").  With the exception of Article VI, in
the  event  any  provision  of an  Exhibit  or  other  attached  page  shall  be
inconsistent  with a provision  in the body of the Lease,  the  provision as set
forth in the Exhibit shall be deemed to control.

     27.13  Notwithstanding  anything herein to the contrary, it is specifically
agreed  between  Landlord  and Tenant that if Tenant's  quality of  merchandise,
method  of  operation  or  merchandise  variety  is not  sufficient  in the sole
discretion of Landlord,  then Landlord  shall give Tenant  written notice of the
deficiencies and Tenant shall have thirty(30) days to correct the  deficiencies,
and if the  deficiencies  are not corrected in the sole  discretion of Landlord,
then  Landlord  may cancel  this Lease by giving  Tenant ten (10) days notice to
vacate the Demised  Premises  within which time Tenant shall vacate the premises
and Landlord shall also have the right, but not the obligation, to purchase from
Tenant all or some of the following:

     A.   The leasehold improvements made by Tenant Upon the Demised Premises at
          book value less  straight-line  depreciation  based on a ten (10) year
          life; and

     B.   Any of the  merchandise,  equipment,  furniture  or fixtures of Tenant
          located  upon.  the Demised  Premises at  Tenant's  net invoice  cost,
          provided  that Tenant  shall.  be required  to  substantiate  said net
          invoices.  In the event  Landlord  elects to  terminate  the Lease and
          exercise,  the right,  to  purchase  from Tenant any of .the items set
          forth  above,   all  inventory  of  all   improvements,   merchandise,
          equipment,  furniture or fixtures (hereinafter referred to as "Goods")
          to be  purchased  by  Landlord  shall  be made  thirty-one  (31)  days
          following the date of Landlord's notice of termination.  The inventory
          shall be pursuant to inventory  procedures mutually agreed upon by the
          parties hereto.  The cost of the inventory shall be borne by Landlord.
          Landlord  shall not accept,  purchase,  nor include in  inventory  the
          following:
<PAGE>
          1.   Any  merchandise  which  has  been  repackaged  or is  not in its
               original container.

          2.   Any merchandise which is discolored,  opened or has its packaging
               defaced in any manner.

          3.   Any  equipment,  furniture  or  fixtures  which  is  damaged  and
               unusable.

          4.   Support facilities and systems.

          5.   Valuation.

     27.14 Notwithstanding anything herein to the contrary. Tenant agrees to the
cancellation  of this Lease and agrees to vacate the  Demised  Premises,  on the
date the Shopping Center ceases doing business in and at that location.

     27.15 Notwithstanding anything herein to the contrary, it is further agreed
and  understood  that Landlord  shall have the option for one hundred and twenty
(120).  days prior to the  expiration  of the Lease Term to terminate the Lease.
Landlord may exercise this option by giving Tenant written notice of termination
pursuant to Article XXV of this Lease.  If Landlord  exercises  this option,  it
shall also have the right but pot the  obligation to purchase from Tenant all or
some of the following.

     A.   The leasehold  improvements  made by Tenant upon the Demised  Premises
          at: book value less straight line depreciation based on a ten(10) year
          life, and

     B.   Any of the merchandise,  consumable supplies, equipment,  furniture or
          fixtures of Tenant  located upon the Demised  Premises at Tenant's net
          invoice cost.  Landlord shall also pay Tenant an amount equal to three
          percent (3%) of Tenant's  Gross Sales for the twelve (12) month period
          preceding  Landlord's  exercise of this option. If Tenant has not been
          in  operation  for a  twelve-month  period,  Landlord  will pay  three
          percent  (3%) of the Gross  Sales for the  period  Tenant  has been in
          operation. In the event Landlord elects to terminate the Agreement and
          exercise  the right to  purchase,  from  Tenant  any of the' items set
          forth  above,   all  inventory  of  all   improvements,   merchandise,
          equipment,  furniture or fixtures (hereinafter referred to as "Goods")
          to be  purchased  by  Landlord  shall  be made  thirty-one  (31)  days
          following the date of Landlord's notice of termination.  The inventory
          shall be pursuant to inventory  procedures mutually agreed upon by the
          parties hereto.  The cost of the inventory shall be borne by Landlord.
          Landlord  shall not accept,  purchase,  nor include in  inventory  the
          following:
<PAGE>
          1.   Any  merchandise  which  has  been  repackaged  or is  not in its
               original container.

          2.   Any merchandise which is discolored,  opened or has its packaging
               defaced in any manner.

          3.   Any  equipment,  furniture  or  fixtures  which  is  damaged  and
               unusable.

          4.   Support facilities and systems.

          5.   Valuation.

     The transfer of Goods shall take place on the Inventory  Date, and the Bill
of Sale shall bear that date. Payment for the Goods, however,  shall not be made
earlier than  thirty-one  (31) days thereafter in conformity with the provisions
of the Bulk  Sales Act (which  date  shall  hereinafter  be  referred  to as the
"Closing Date").

     The purchase  price shall be used first to pay all  creditors of Tenant ' s
current business operation on the Demised Premises.  The balance of the purchase
price shall be paid to Tenant.  If the purchase price is insufficient to pay all
creditors,  all  secured  creditors  shall be paid in full,  then all  unsecured
creditors  shall  receive  a  prorata  share  of the  balance.  Tenant  shall be
responsible for any and all debts in excess of the purchase price,  and Landlord
shall take the Goods free of same.

     Pursuant to the  provisions of the Bulk Sales Act,  Landlord shall have the
right to withhold  such  payment and deliver  same or portions  thereof to those
individuals  entitled  thereto  as set  forth on the Bulk  Sales  Transfer  Form
(hereinafter "Form"). Tenant shall prepare and provide to Landlord such Form and
list thereon all of its existing  creditors,  including  each  creditor's  name,
address and the amount owed,  if known.  Such Form shall also,  contain the name
and  address of all  persons  known to Tenant to assert  claims  against it even
though such claims are disputed. In addition, the Form shall be dated, signed by
Tenant and notarized.  Further,  Landlord and Tenant shall prepare a Schedule of
Goods  Transferred (the  "Schedule")  which contains  information  sufficient to
identify  said Goods.  Landlord  must preserve the Form and Schedule for six (6)
months  following  the  transfer  and  permit  inspection  of either or both and
copying  therefrom  at all  reasonable  hours  by any  creditor  of  Tenant.  In
addition. Landlord shall provide written .notice of this transfer to each listed
creditor  of Tenant in  compliance  with he State Bulk Sales  Laws.  If Landlord
exercises its option to terminate the Lease,  Tenant agrees that it will,  prior
to the date it vacates the Demised  Premises,  take whatever steps are necessary
to have the telephone number for the Demised  Premises  transferred by the local
telephone company from its name to that of Landlord.
<PAGE>
EXECUTED AS OF THE DATE HEREINABOVE STATED.

WITNESS:                           LANDLORD:  WAL-MART STORES, INC.
                                   Title:   Director Wal-Mart Realty

/s/                                /s/
-------------------------          ----------------------------------

WITNESS:                           TENANT:/S/
                                          ---------------------------

/s/                                TRAVEL NETWORK. LTD.
-------------------------          ----------------------------------
  KATHERINE M. CARRAJAL            Title:  President       7/17/96
                                           --------------------------
<PAGE>
                                   EXHIBIT A*

                 CONSTRUCTION AND ACCEPTANCE OF DEMISED PREMISES

     1. Subject to the provisions below. Landlord agrees that it will proceed to
construct  a store unit upon the Demised  Premises as shown and  outlined on the
plan  attached  hereto as  Exhibit D, in  compliance  with the  "Description  of
Landlord's  Work" in Exhibit B attached  hereto,  with such minor  variations as
Landlord  may deem  advisable,  and tender the Demised  Premises to Tenant.  The
Demised  Premises  shall be deemed to be "ready for occupancy"  when  Landlord's
Work on the  Demised  Premises  as  described  in  Exhibit B  (except  for minor
finishing  jobs) has been  substantially  completed.  If Landlord should for any
reason  fail to  complete  such work  prior to the  Estimated  Completion  Date,
Landlord shall not be deemed to be in default  hereunder or otherwise  liable in
damages to Tenant, nor shall the Lease Term be affected,  except that if for any
reason the Demised  Premises are not ready for  occupancy  within  eighteen (18)
months  following  the  Estimated  Completion  Date,  Tenant may, at its option,
cancel and terminate this Lease by written notice to Landlord  delivered  within
thirty (30) days following the expiration of such eighteen (18) month period, in
which event  neither  party shall have any further  liabilities  or  obligations
hereunder,  except  that  Landlord  shall  repay to Tenant any  prepaid  rent or
security  deposit.  When the Demised  Premises are ready for  occupancy  (which,
unless Tenant objects and Wal-Mart Staff Architect or General  Contractor  fails
to certify to the date selected by Landlord, shall be the date Landlord delivers
to Tenant the keys for the Demised  Premises with a statement to the effect that
they are ready for occupancy), Tenant agrees to accept possession thereof and to
proceed with due diligence to perform the work described  under  "Description of
Tenant's  Work" in  Exhibit  B,  and to  install  its  fixtures,  furniture  and
equipment.  In the event of any dispute as to work  performed  or required to be
performed by Landlord or Tenant,  the certificate of Wal-Mart Staff Architect or
General  Contractor  shall be  conclusive.  By occupying  the Demised  Premises,
Tenant shall be deemed to have accepted the same and to have  acknowledged  that
the same fully comply with Landlord's covenants and obligations hereunder.

     2. Tenant agrees to-open the Demised Premises to the public  simultaneously
with the host "Soft Opening".  Soft opening is defined as the first day the host
will be open to the: public and will be termed "Commencement Date". The premises
will be ready for occupancy during the construction period.  Landlord and Tenant
each agree that prior to the Commencement  Date,  (termed  "Possession Date") to
execute  and  deliver  a  recordable  short  form  lease  containing  the  basic
provisions of this Lease, acknowledging that Tenant has accepted possession, and
reciting the exact Commencement Date and Termination Date of this Lease.
<PAGE>
     3. Tenant agrees to participate  in a joint opening of the Shopping  Canter
if requested to do so by Landlord.

     4.  Landlord  shall not be obligated to proceed  with  construction  on the
Demised Premises unless and until financing  acceptable to Landlord is obtained.
Unless  commitments  for such  financing  satisfactory  to  Landlord  have  been
obtained and all conditions to such commitments  (other than construction of the
shopping  Center) shall have been fulfilled  within twelve (12} months following
the Estimated  Completion Date,  Landlord may so notify Tenant in writing within
thirty (30) days following the expiration of such twelve (12) month period,  and
this Lease shall  thereupon  cease and terminate and each of the parties  hereto
shall be released and discharged  from any and all liability and  responsibility
hereunder.  If Landlord can obtain financing only upon the basis of modification
of the terms and  provisions  of this  Lease,  Landlord  shall have the right to
cancel this Lease if Tenant refuses to approve in writing any such  modification
within the fifteen (15) days after Landlord's request therefor. If such right to
cancel is exercised,  this Lease shall thereafter be null and void, any security
deposited  hereunder  shall be returned to Tenant,  and neither party shall have
any liability to the other by reason of such cancellation.

          *    To be attached to Shopping  Center Lease,  and to be incorporated
               and  made a  part:  thereof  if  said  agreement  provides  for a
               building to be constructed by Landlord for Tenant.

               INITIALED:

               LANDLORD /S/
                        ---------------------

               TENANT   /S/
                        ---------------------
<PAGE>
                                    EXHIBIT B

                                 STORE CONDITION

     Wal-Mart Shopping Center License Agreement will deliver the location,  tile
floor,  painted walls, recess lighting and store gate* Electricity and telephone
are the responsibility of Tenant.
<PAGE>
                                    EXHIBIT C

                                 RENEWAL OPTION

     Tenant is  granted  the option (s) to extend the term of this Lease for One
(1) consecutive  term of Three (3) years followed by One (1) consecutive term of
Five (5) years, provided (a) Tenant is not in default at the time of exercise of
the respective option, (b) Tenant gives written notice,  pursuant to Article XXV
of this Lease,  of its  exercise of the  respective  option at least one hundred
eighty  (180) days prior to the  expiration  of the  original  Lease Term or the
expiration  of the then existing term and (c) Landlord does not elect to buy out
Tenant pursuant to Section 27.15 of the Lease. Each extension term shall be upon
the same terms,  conditions and rentals, except (i) Tenant shall have no further
right of renewal after the last of the extension terms prescribed above and (ii)
the monthly  Minimum  Guaranteed  Rental and other  charges  shall be as set out
below.

               INITIALED:

               LANDLORD /S/
                        ---------------------

               TENANT   /S/
                        ---------------------
<PAGE>
                            WAL*MART

-------------------------------------------------------------------------------
     WAL-MART STORES. INC. - 701 SOUTH WALTON BLVD. - BENTONVILLE,AR 72716

August 21,19S6

Michael Brent
Travel Network
560 Sylvan Avenue

Englewood Cliffs, NJ 07632

Dear Michael,

This is to clarify that in Exhibit C of the lease between  Wal-Mart  Stores Inc,
and Travel  Network,  LTD  Renewal  Option 1 pertains  to years 3,4 and 5 of the
lease. Renewal Option 2 pertains to years 6,7,8,9,and 10 of the lease.

Please contact me with any questions you may have.

/s/ Denise West
DeniseWest
Leasing Manager
<PAGE>
                           WAL-MART SUBLEASE AGREEMENT
                           ---------------------------
<PAGE>
                               TRAVEL NETWORK, LTD
                                LICENSE AGREEMENT

                               SUBLEASE AGREEMENT
                               ------------------

     THIS SUBLEASE made as of this ___ day of___________,  19__ ("Sublease"), by
and between Travel Network,  Ltd., a New Jersey corporation having its office at
560 Sylvan Avenue, Englewood Cliffs, New Jersey 07632 (hereinafter "Sublessor"),
and    _______________________,    having   his/her   principal   residence   at
_______________ _______________(hereinafter "Sublessee"):

          1. Sublease:
             --------

     (a) This  Sublease  is subject to and  subordinate  in all  respects to the
Wal-Mart Shopping Center Lease Agreement  (hereinafter  "Head Lease") heretofore
entered into  between the  Sublessor  herein as the Lessee and Wal-Mart  Stores,
Inc., as the Lessor, a copy of which Head Lease in is attached hereto as Exhibit
"A"; and by this reference made a part hereof as if fully set forth herein.

     (b) Sublessee agrees that nothing herein contained shall be deemed to grant
Sublessee  any  rights  which  would  conflict  with  any of the  covenants  and
conditions of said Exhibit "A" and Sublessee  agrees that he/she will do nothing
in, on or about the demised  premises or fail to do anything  which would result
in a breach of  Sublessor of its  undertakings  and  obligations  under the Head
Lease.

     (c) Nothing contained herein shall be construed as a guarantee by Sublessor
of any of the obligations, covenants, warranties, agreements, or undertakings of
Lessor in the Head Lease nor as an  absolute  or  unconditional  undertaking  by
Sublessor  to  perform  the  obligations  of  Lessor  on the  same  terms as are
contained in the Head Lease.

     2. Premises:
        --------

     (a)  Sublessor  hereby  subleases to  Sublessee  and  Sublessee  hires from
Sublessor,  the premises  known as Wal-Mart  Supercenter  #_______ and the space
located  therein  (hereinafter  "Premises"),  to be used by Sublessee  only as a
licensee of Travel Network, Ltd.  (hereinafter  "Licensor") for the sole purpose
of operating a Travel Network Vacation Central" agency ("Agency") subject to the
terms of a certain License  Agreement  entered into by and between Sublessor and
Sublessee, dated __________________. 19___ ("License Agreement").

     (b) Sublessee acknowledges that the Premises are not presently suitable for
use as an  Agency  and  agrees  to  complete  those  leasehold  improvements  at
Sublessee's  sole cost and  expense in  conformity  with all of the terms of the
Head Lease and in general  conformity  with the prototype  plans and designs for
the Agency.

     (c)  Sublessee  shall  promptly  execute  and  comply  with  all  statutes,
ordinances,  rules, orders,  regulations and requirements of federal,  state and
local governments and of any and all their departments and bureaus applicable to
said Premises.

     (d) Before  commencing  any work or installing any fixtures or equipment in
connection with repair or alteration of the Premises, Sublessee shall:

     1. Obtain the  necessary  consents,  authorizations  and licenses  from the
federal, state and/or municipal authorities asserting jurisdiction over the work
to be done, and no work shall be started or equipment installed unless and until
all such necessary  consents,  authorizations and licenses shall first have been
duly obtained by the Sublessee and/or his/her  contractor or other persons doing
the work or installing the equipment on behalf of Sublessee. The foregoing shall
not apply if Sublessor assumes responsibility for obtaining the foregoing;
<PAGE>
     2. Subject to the prior approval of the Lessor, enter into proper contracts
with contractors,  subcontractors and materialmen, which contracts will provide,
among other things, that said work shall be done and equipment installed in good
workmanlike   manner  and  in  accordance  with  the  plans  and  specifications
previously  approved,  and  consents,  authorizations  and  licenses  previously
obtained, and which contracts shall provide that the contractor or other persons
referred  to above will look solely to the  Sublessee  for payment and will hold
the  Sublessor  and the  Premises  free from all liens and claims of any persons
furnishing  labor or  furnishing  materials.  therefor,  or both,  and will also
provide  similar  waivers or rights to file liens  obtained  from any and all of
said  contractors,  subcontractors  and  materialmen;  copies of said  contracts
together with duly executed  waivers of the right to file liens  executed by the
contractors  or other  persons  referred  to above  shall  be  furnished  to the
Sublessor;

     3. Sublessee shall also indemnify and save harmless  Sublessor  against any
and all bills for labor performed and equipment, fixtures and material furnished
to Sublessee in connection with said work as aforesaid,  and against any and all
liens, bills or claims therefor or against the Premises;  and within twenty (20)
days,  bond or discharge any such liens,  the failure to do so shall be deemed a
material breach of this Sublease; and

     4. Sublessee,  at his/her own cost and expense, with respect to any repairs
or alterations  made by him, shall  promptly  comply with all laws,  ordinances,
orders,  rules and  regulations  of each and every  department and bureau of the
city and state and the United  States and any other lawful  authority  asserting
jurisdiction over the Premises,  as well as all rules and regulations  contained
in the Head Lease and shall  reimburse  Sublessor  for any expenses  incurred on
account of failure by  Sublessee to comply with any such  requirements,  and any
expenses so incurred by  Sublessor  as  aforesaid,  shall be deemed  "additional
rent" under this  Sublease  and due and payable by Sublessee to Sublessor on the
first day of the month following the payment of same by Sublessor. Sublessee, or
any contractors employed by Sublessee, or any other persons who will do the work
or install  the  equipment  as  aforesaid,  shall be fully  covered by  Worker's
Compensation  Insurance  and  liability  insurance  in  the  minimum  amount  of
$l,000,000/$2,000,000  and certificates  thereof shall be furnished to Sublessor
before commencement of any work by any such contractor or persons as aforesaid.

     (e) If Sublessee  requests  Sublessor to  guarantee  an  obligation  to the
architect 6r  contractor  commissioned  by Sublessee for the  improvements,  and
Sublessor  agrees to do so in a separate  instrument.  Sublessee agrees that any
default in payment by Sublessee to the architect or contractor  shall constitute
a material breach hereof and shall be treated as though  Sublessee has defaulted
in the payment of rent hereunder. Sublessee acknowledges that any such guarantee
will be given by Sublessor merely as an accommodation to Sublessee and Sublessee
agrees  to hold  Sublessor  harmless  thereunder.  This  provision  shall not be
construed to be an  agreement  by Sublessor to make such a guarantee,  which can
only be made in a separate instrument.

     3. Term:
        ----

     (a) This Sublease  shall  commence on the date hereof and shall end one day
prior to the end of the Head Lease.

     (b)  Sublessee  shall  have such  options  to renew  this  Sublease  as are
provided to Sublessor  in the Head Lease to renew same,  if any,  which  options
shall be conditioned upon Sublessor  exercising in each instance,  the option in
the Head Lease to which Sublessee's option relates and shall be conditioned upon
the License Agreement being in full force and effect and Sublessee being in full
compliance therewith.

     (c) Each  option  period,  if any,  shall run for one (1) day less than the
period  available to Sublessor under the Head Lease and shall  therefore  expire
one (1) day prior to the end of the then-current term.

     4. Rental:
        ------

     (a) The fixed  rental  payable  by  Sublessee  shall be  __________________
Dollars ($______________________); the fixed common, area maintenance payable by
Sublessee shall be _______________ Dollars  ($________________);  the fixed real
estate  taxes  payable  by  Sublessee   shall  be   __________________   Dollars
($______________).
<PAGE>
     The above rental, common area maintenance and real estate taxes are the net
payments  and shall be  absolutely  net to the  Sublessor  without  any right of
offset, claim or withholding,, payable during the initial term of the Head Lease
and shall increase during any renewal terms thereof.

     (b) In the event the Head Lease  contains a  provision  which may result in
the rental payable by Sublessor under the Head Lease being adjusted on the basis
of percentage  rent charges,  or being adjusted during the term hereof or in any
renewal  term  because  of cost of living  index  changes  or other  incremental
increases,  and in the event such an  adjustment  is in fact made under the Head
Lease, the fixed minimum rental payable  hereunder shall be adjusted by the same
percentage as the rent under the Head Lease is adjusted.

     (c) The fixed monthly rental  installments and additional rents and charges
shall be paid directly to Sublessor via a direct debit system implemented by the
Sublessor.  This procedure  shall be conducted  pursuant to a written  agreement
entered into between  Sublessee and  Sublessor  which  will-permit  Sublessor to
automatically  deduct Sublessee's rental payments via electronic funds transfer.
This  mechanism  for payment of rent cannot be altered or cancelled by Sublessee
without the prior written consent of the Sublessor.

     (d) Any monies due to Licensor from  Sublessee or other payments to be made
by Sublessee  pursuant to the License  Agreement shall be deemed additional rent
hereunder.

     (e) All rent payments and other amounts which  Sublessee is required to pay
to Sublessor  hereunder shall bear interest from and after their  respective due
dates  until paid in full at a rate equal to eighteen  (18%)  percent per annum,
calculated and payable weekly.  Sublessee  acknowledges  that this section shall
not constitute  Sublessor's agreement to accept such payments after they are due
or a  commitment  by  Sublessor  to  extend  credit  to or  otherwise  "finance"
Sublessee's Agency. Further,  Sublessee acknowledges that his/her failure to pay
all amounts when due will  constitute  a breach of this  Sublease as provided in
Section 10, notwithstanding the provisions of this section. Further,  acceptance
of any interest  payment  shall not be construed as a waiver by the Sublessor of
its right in respect of the  default  giving  rise to such  payment and shall be
without prejudice to the Sublessor's right to terminate this Sublease in respect
of such default.

     5. Sublessee's Franchise from Licensor:
        -----------------------------------

     (a) Simultaneously with, or prior to, execution of this Sublease, Sublessee
has also  entered  into the License  Agreement  solely for the  operation of the
Agency at the Premises. Sublessee agrees that if the aforesaid License Agreement
shall be terminated either by Sublessee or by Licensor for any reason. Sublessor
shall,  in  either  event,  then  have the  unqualified  and  absolute  right to
terminate  this Sublease upon five (5) days' written  notice,  and at the end of
said five (5) day notice  period,  the  Sublessor  may re-enter or may institute
summary or holdover  proceedings to evict  Sublessee and all those in possession
of the  Premises  by  reason  of the  termination  of this  Sublease  as  herein
provided.

     (b) Any uncured  default  under the License  Agreement by  Sublessee  shall
constitute a material default  hereunder and shall entitle Sublessor to re-enter
the  Premises,  without  being  liable for  trespass,  or  institute  summary or
holdover proceedings to evict Sublessee and all those in possession in the event
such  default  remains  uncured,  and,  wherever  the default  under the License
Agreement  shall  pertain to the  payment of money by  Sublessee,  such  default
thereunder  shall  constitute  a default in the  payment of rent  hereunder  and
Sublessee  shall have all remedies  available to it hereunder as though the same
were a default in the payment of the fixed minimum rental.

     (c) Any uncured default hereunder shall constitute a material default under
the License  Agreement  and shall  entitle the Licensor to terminate the License
Agreement on the basis of such default.

     6. Head Lease Inclusions and Exclusions;
        ------------------------------------

     (a) The parties hereby agree that all of the other covenants and agreements
by the Licensor or Sublessor,  including all extra charges and  obligations,  if
any, which are contained in the aforesaid  Head Lease,  including all riders and
addenda hereto (being Exhibit "A" hereto) are hereby assumed by Sublessee and by
this reference are made a part hereof and included in this Sublease as if herein
fully written and as if the words  "Sublessor"  and "Sublease:  were  originally
wherever the words "Lessor" and "Lessee" appear therein.
<PAGE>
     (b)  With  reference  to  the  included  paragraphs  of  said  Head  Lease,
pertaining to the insurance obligations of Sublessor which along with all others
are hereby taken over from the Sublessor and assumed by Sublessee,  it is agreed
that the insured parties under all of said insurance  policies shall be as their
interest may appear (in addition to Sublessee).

     (c) It is further  understood  by and between the  Sublessor  and Sublessee
hereto  that  the  Licensor/Sublessor  shall  have no  liability  whatsoever  if
Sublessee  defaults  under the terms of the Head Lease and the Lessor  elects to
cancel said Head Lease for the Premises.

     7. Tax and Security Deposits:
        -------------------------

     (a) When and if requested. Sublessee agrees to pay to Sublessor in advance,
on each monthly rental  payment date, an additional  amount equal to one twelfth
(1/12) of the annual taxes and assessments  levied against the demised  Premises
for the period for which collected.  Sublessor shall use such monies for payment
of such taxes or assessments  as they become due and payable.  In the event such
monies are  insufficient  for such purpose.  Sublessee shall  immediately,  upon
notice, pay the difference to Sublessor. In remitting such taxes or assessments.
Sublessor   shall  not  be   responsible   for  their   validity,   accuracy  or
reasonableness  and shall not be required to make  advances  thereof.  Sublessor
shall not be required to pay any  interest on any  payments  made  hereunder  by
Sublessee  and  Sublessee  hereby  expressly  waives  any  right,  statutory  or
otherwise, to have Sublessor pay interest on said payment.

     (b) Upon execution of this Sublease,  Sublessee  shall be required to remit
to  Sublessor a security  deposit  equal to ______( ) months rent Said  security
deposit  shall  be held by  Sublessor,  throughout  the  term of this  Sublease,
without  liability for  interest,  as security for the faithful  performance  by
Sublessee of all of the terms, covenants and conditions of this Sublease by said
Sublessee to be kept and performed during the term hereof.

     (i) In the event of the failure of Sublessee to keep and perform any of the
terms,  covenants  and  conditions  of this Sublease to be kept and performed by
Sublessee,  then Sublessor at its option and without notice may  appropriate and
apply said entire deposit, or so much thereof as may be necessary, to compensate
Sublessor  for loss or damage  sustained  or suffered by  Sublessor  due to such
breach on the part of  Sublessee.  Should the  entire  deposit,  or any  portion
thereof,  be  appropriated  and applied by Sublessor  for the payment of overdue
rent or other sums due and payable to  Sublessor by  Sublessee  hereunder,  then
Sublessee  shall,  upon the  written  demand of  Sublessor,  forthwith  remit to
Sublessor a sufficient  amount in cash to restore said  security to the original
sum  deposited,  and  Sublessee's  failure  to do so within  ten (10) days after
receipt  of such  demand  shall  constitute  a breach of  this.Sublease.  Should
Sublessee  comply with all of said terms,  covenants and conditions and promptly
pay all of the rental  herein  provided  for as it falls due, and all other sums
payable by Sublessee to Sublessor hereunder,  the said deposit shall be returned
in full to  Sublessee  at the end of the  term  of this  Sublease,  or upon  the
earlier termination of this Sublease.

     (ii)  Sublessor may deliver the funds  deposited  hereunder by Sublessee to
the purchaser of  Sublessor's  interest in the Premises,  in the event that such
interest  be sold,  and  thereupon  Sublessee  agrees  that  Sublessor  shall be
discharged from any further liability with respect to such deposit.

     8. Assignment and Subletting:
        -------------------------

     (a)  Sublessee  shall  not sell,  transfer,  convey,  mortgage,  quitclaim,
pledge,  assign or  sublet or  otherwise  grant any party any  interest  in this
Sublease or the  Premises,  in whole or in part,  except in  conjunction  with a
transfer of the License Agreement and upon the terms and conditions  relating to
transfers  contained in the License  Agreement and the Head Lease. This Sublease
and the Sublessee's interest herein shall not be assignable by operation of law.

     (b)  Sublessor  may at any  time  assign  this  Sublease  and  its  rights,
privileges, duties and obligations hereunder.
<PAGE>
     9. Notices:
        -------

     All  notices  to be given to the  Sublessor  or  Sublessee  may be given in
writing  personally  or by certifie  mail,  return  receipt  requested,  postage
prepaid;  sent to Sublessee at the Demised  Premises and to the Sublessor at 560
Sylvan Avenue,  Englewood  Cliffs,  New Jersey 07632.  Delivery thereof shall be
conclusively  presumed as having bee made within three (3) days from the date of
mailing.

     10. Termination, Default, and Remedies:
         ----------------------------------

     (a) Notwithstanding  anything to the contrary herein or elsewhere expressed
or  implied,  Subless*  shall have the right to  terminate  this  Sublease  upon
written  notice hereof to Sublessee upon the occurrence of any oi or more of the
following events or conditions: .

     (i) Any  failure  by  Sublessee  to pay any  rental  or  other  amount  due
hereunder  when and as the same may be due and  payable and failure to cure such
default within five (5) days following receipt of written notice of default from
Sublessor;

     (ii) Any other  failure by Sublessee to comply with any other  provision of
this  Sublease.  and  failure  to cure such  default  within  fifteen  (15) days
following receipt of written notice of default from Sublessoor

     (iii) Any action or inaction by Sublessee,  or the sufferance of any act or
condition I Sublessee,  which would  constitute a default by the Sublessor under
the Head Lease,  regardless of whether or not the Landlord  seeks to enforce the
applicable default provisions of the Head Lease.

     (b) Upon termination of this Sublease for any reason whatsoever.  Sublessee
shall  immediate.  surrender the Premises to Sublessor in the same  condition as
existed on the commencement of this Sublease, reasonable wear and tear excepted,
and shall  immediately  vacate the Premises leaving all furniture,  fixtures and
equipment.  Six (60) days following  said  termination,  and provided  Sublessee
increases  the amount of security  held by Sublessor  cover the shortfall on the
guaranteed rental payments by Sublessee, Sublessor will release to Sublessee the
furniture movable and unattached fixtures and equipment  ("FF&E").  In the event
Sublessee  fails to put up the  additional  security to cover the rental for the
balance of the term of the Head Lease,  Sublessor shall have the right to assume
ownership of the FF&E, after crediting  Sublessee with the depreciated  value of
same. This credit shall be added to the security  deposit that is in Sublessor's
possession.  If the amount  that this sum  equals or is greater  than the rental
due,  Sublessee shall be paid the balance.  Sublessor shall use its best efforts
to find a replacement  sublessee/licensee.  If there is deficiency at the time a
replacement   sublessee/licensee   is  found.   Sublessee  shall  be  personally
responsible for th deficiency.  If no deficiency exists. Sublessee shall be paid
what is owed to him. The  depreciated  value shall I calculated  by reducing the
value of the FF&E by 50% at the time of purchase of same, and then  depreciating
the  FF&E by 20%  each  year,  with a  minimum  depreciated  value of 10% of the
original purchase price. By way of example,  if the cost of the FF&E is $12,000,
the  immediate  depreciation  is  $6,000  and  each  year  thereafter  it  shall
depreciate by 20% or a pro rata amount depending on the months involved if not a
full year. Sublessor shall have the right to file appropriate Uniform Commercial
Code forms for the  purpose of  perfecting  its  security  interest in the FF&E.
Sublessee  shall  nevertheless be obligated to pay the monthly rental until such
time as  Sublessor  secures  a  substitu  licensee/sublessee  for the  Premises.
Sublessor  shall have the right to deduct such monthly  rental from the security
deposit,  which now includes  the FF&E credit  discussed  herein,  being held by
Sublessor  until a substitute  is found.  Once a new sublessee has been secured,
Sublessee  shall be paid the  balance  that is left over for the FF&E,  less the
depreciation,  the rental paid, after deducting same from the security  deposit.
In the event the FF&E has been  leased  through a third party  leasing  company.
Sublessor's lien shall be subordinated to the prior lienholder.

     (c) In the event this Sublease is terminated  due to a default of its terms
and not as a result of default under the License  Agreement and Sublessee elects
to remain in the Travel Network system.  Sublessor,  at its absolute  discretion
may permit Licensee to do so, provided the new agency is at least five (5) miles
away from the Premises.  In the event that this occurs,  Licensee shall have the
right to continue to solicit  his/her  customer base, but wi not have any rights
in and to the telephone number of the Agency, as per the License Agreement.
<PAGE>

     (d) In addition to the  remedies of Sublessor  specified  in the  aforesaid
paragraphs,  the  parties  hereto  agree  that the  only  notices  necessary  to
terminate this Sublease and License Agreement are those enumerated herein,  with
all other notices and demands  required by statute or law being hereby waived by
Sublessee, and further that .this Sublease and the License Agreement may also be
terminated at the election of Sublessor  without farther notice or demand in the
following event:

     (i) If  Sublessee  establishes  a  pattern  of  repeated  defaults  in that
Sublessee  fails to make any payment of money under this  Sublease  when due, or
defaults in the performance of any covenants, undertakings, or obligations other
than for the payment of money  required  by this  Sublease  to be  performed  by
Sublessee,  in three (3)  consecutive  calendar months or in any four (4) months
during  the same  calendar  year  (whether  the same or  different  failures  or
defaults are involved), then notwithstanding that Sublessee has cured within the
times  prescribed for any such failures and defaults  occurring in the first two
(2) consecutive  months or in any three (3) months in the same calendar year, it
is  nevertheless  agreed that the  occurrence of such failure of default for the
third  consecutive  calendar  month or for the fourth month in the same calendar
year shall be  conclusively  deemed to be an immediate  material  breach of this
Sublease permitting termination without further demand or notice of any kind and
without any right on the part of Sublessee to cure; and

     (ii) If Sublessee  willfully  falsifies any statement or report required to
be submitted to Sublessor under the terms of this Sublease.

     11. Right of Entry and/or Possession:
         --------------------------------

     If, for any reason.  Sublessee should be in default of his/her  obligations
hereunder  or in  his/her  obligations  under  the  License  Agreement,  or  any
stipulation  signed by Sublessee,  the  Sublessor  shall have the right to enter
upon the Premises of Sublessee at any hour, not just Sublessee's business hours,
to take  possession of the Agency and Sublessee  agrees that the Sublessor shall
not be  required  to obtain  prior  permission  to enter upon the  premises  and
operate the Agency;  Sublessee  hereby grants the Sublessor the limited power of
attorney to obtain an order and judgment in the Sublessee's  behalf in any court
of competent  jurisdiction  to order and authorize the entry of the Sublessor on
the premises and the operation of the Agency.  Licensee  further  agrees that if
the Sublessor is forced to resort to this procedure by any interference with the
Sublessors  rights  hereunder or for any other reason.  Sublessee  shall pay all
attorney's fees and other costs  associated with the Sublessor's  obtaining such
order and judgment on its behalf.

     12. Insurance:
         ---------

     Sublessee shall, at his/her sole cost and expense,  obtain and maintain the
insurance  required by the Head Lease and License  Agreement with respect to the
Premises.  Sublessee  expressly  agrees  to be bound by all of the  terms of the
License  Agreement  and the Head Lease with respect to such  insurance  coverage
requirements,   including  without  limitation,  the  duty  to  name  Sublessor,
Licensor,  the Landlord and any other  required  parties as additional  insureds
and/or loss payees as their  respective  interests may appear.  This  obligation
includes  securing an Errors and  Omissions  policy  with at least a  $1,000,000
policy limit.

     13. Guaranty By Sublessee:
         ---------------------

     In  consideration  of  the  making  of  this  Sublease  by  Sublessor,  the
undersigned  Sublessee  does hereby  guarantee to  Sublessor  the payment of all
rent, additional rent, impositions and charges of any kind required herein to be
paid by  Sublessee  and the  performance  by  Sublessee  of all of the terms and
conditions of this Sublease.  Sublessee  hereby waives any notices  hereunder or
acceptance  hereof and consents to any extension of time,  indulgence or waivers
granted by Sublessor to  Sublessee  or any other action or  modification  of the
Sublease  terms  regardless  of whether  they affect the extent or nature of the
obligations of the Sublessee and Sublessee  agrees to pay all of the Sublessor's
expense,  including  attorneys  fees  incurred by Sublessor  in  enforcing  this
Guaranty or the obligations of the Sublessee herein.
<PAGE>
     14. Dispute Resolution:
         ------------------

     Arbitration:  Any and all  controversies  or  disputes  arising  out of, or
relating to, this Sublease or performance  Agreement or interpretation  thereof,
shall be submitted to final and binding  arbitration  as the sole and  exclusive
remedy for any such  controversy  or dispute  including  any claim of persons in
privity  with or  claiming  through,  on behalf of or in the right of  Sublessee
including,  but are not limited to,  spouses and other  family  members,  heirs,
executors, representatives, successors and assigns.

     Unless  prohibited  by  applicable  law,  any  claim  by  Sublessee  or its
representatives against Sublessor and its affiliates,  officers,  directors, and
employees,  shall be made by filing a written demand for arbitration  within one
(1) year  following the conduct,  act or other event or occurrence  first giving
rise to the claim.  Failure by  Franchisee  to file a claim  within one (1) year
will  result in the loss and  waiver  forever  of any such  claim.  The  Federal
Arbitration Act, as amended, governs the rights and duties in any arbitration.

     Arbitration shall take place according to the commercial  arbitration rules
of the American Arbitration  Association in effect as of the date the demand for
arbitration is filed.  The arbitration  shall take place at a location in Bergen
County, New Jersey selected by the American Arbitration Association.

     Arbitration  shall be  conducted  before one  arbitrator  appointed  by the
American Arbitration  Association.  The prevailing party in any such arbitration
proceeding  shall be  entitled  to recover its  expenses,  including  reasonable
attorney's fees and accounting fees, in addition to any other relief to which it
is found entitled,  including,  without limitation,  all administrative fees and
expenses,  arbitrator's  compensation,  rental fees for  hearing  room and other
costs associated with the arbitration. The arbitrator shall have no authority to
amend or modify the terms of this Agreement.

     Each party farther  agrees that,  unless such a limitation is prohibited by
applicable  law,  the other party shall not be liable for  punitive or exemplary
damages and the arbitrator  shall have no authority to award the same. The award
or decision by the arbitrator  shall be final and binding on the parties and may
be enforced by court judgment or order.  The parties  consent to the exercise of
personal  jurisdiction  over them and to the propriety of venue set forth herein
for the purpose of carrying out this  provision;  and they waive any  objections
that they would otherwise have-to the same.

     In the event any  provision  in this  Section is  determined  by a court of
competent  jurisdiction  to be legally  invalid or  unenforceable  under the law
applicable  in a particular  case,  then it is tile  intention of the parties to
this Agreement that such provision be deemed  inoperative and stricken from this
Agreement,  and that the  remainder of this  Section,  to the extent not legally
invalid or unenforceable  under applicable law, be enforced as written and as if
the invalid or  unenforceable  provision or provisions  had not been included in
this Section 14.

     Sublessor  shall  have die  right  to seek  from  any  court  of  competent
jurisdiction,  provisional  remedies  including,  but not limited to,  temporary
restraining  orders  or  preliminary   injunctions   before,   during  or  after
arbitration.  Sublessor  need not await the  outcome of the  arbitration  before
seeking provisional  remedies.  Seeking any such remedies shall not be deemed to
be a waiver of either party's right to compel  arbitration.  The parties consent
to the exercise of personal  jurisdiction  and to the  propriety of venue in any
such  courts for the  purpose of  carrying  out this  provision;  they waive any
objections  that they would otherwise have to the same; and they waive the right
to have any such action decided by a jury.

     15. Miscellaneous:
         -------------

     (a) The words  "Sublessor"  and  "Sublessee"  shall mean  respectively  all
parties of Sublessor or Sublessee,  regardless  of number,  and the word "he" or
"she" shall be synonymous with "she", "its" and "their".

     (b) All remedies of the parties hereto are cumulative.

     (c) No waiver by Sublessor of any provision or undertaking  hereunder shall
be valid unless in writing  signed by an  authorized  officer of  Sublessor.  No
waiver by either party hereto of any provision of default hereunder,  whether in
a single  instance  or  repeatedly,  shall be  deemed  a future  waiver  of such
provision or default  Receipt of  acceptance  of rent by Sublessor  shall not be
deemed  a  waiver  of  any  default  under  the  covenants,  agreements,  terms,
provisions and conditions of this Sublease,  or of any right which Sublessor may
be entitled to exercise under this Sublease.
<PAGE>
     (d) All provisions set forth in the License  Agreement,  where appropriate,
shall apply to this  Sublease,  be  incorporated  herein by  reference  and bind
Sublessor and Sublessee as if the same were set forth herein.

     (e) As between  Sublessor and  Sublessee,  in the event there is a conflict
between  the  terms  of the Head  Lease  and this  Sublease,  the  terms of this
Sublease shall control.  Whenever in the Head Lease the term  "Tenant/Lessee" or
an equivalent term is used, the term "Sublessee" shall be substituted  therefor,
and whenever the term  "Landlord"/"Lessor"  or an equivalent  term is used,  the
term "Sublessor"  shall be substituted  therefor except that Sublessor shall not
be deemed to be assuming the obligations of the  Landlord/Lessor  under the Head
Lease.  Sublessor  will make  reasonable  efforts to enforce the  obligations of
Landlord/Lessor under the Lease.

     (f) Any provision of this Sublease  and/or License  Agreement which imposes
obligations  which survive the termination or expiration  hereof,  shall survive
such termination or expiration.

     (g) All  provisions of this Sublease are severable and this Sublease  shall
be  interpreted  and  enforced  as if all  completely  invalid or  unenforceable
provisions  were not  contained  herein  and  partially  valid  and  enforceable
provisions  shall be  enforced  to the  extent  valid  and  enforceable.  If any
applicable and binding law or rule of any jurisdiction  requires a greater prior
notice of  termination  of or refusal to renew this  Sublease  than is  required
hereunder,  or  if  under  any  applicable  and  binding  law  or  rule  of  any
jurisdiction,  any provision of this Sublease is invalid or  unenforceable,  the
prior notice  requirements  hereof, or such invalid or unenforceable  provision,
shall be  modified  to the extent  required  to be valid and  enforceable.  Such
modifications to this Sublease shall be effective only in such  jurisdiction and
shall  be  enforced  as   originally   made  and  entered   into  in  all  other
jurisdictions.

     (h) This Sublease shall be governed by and construed in accordance with the
laws of the State of New Jersey.

     (i) This Sublease shall take effect upon the date of Sublessor's  execution
and delivery of this Sublease to Sublessee.

     IN WITNESS  WHEREOF,  die parties have executed this instrument the day and
year first above written.

SUBLESSOR:

TRAVEL NETWORK, LTD.                    SUBLESSEE
                                        (NAME):

BY:____________________________________ (SIGNATURE)______________________
   MICHAEL Y. BRENT, PRESIDENT WITNESS:

WTTNTNESS:                               WTTNTNESS:

---------------------------------------  ----------------------------------
<PAGE>
                                   EXHIBIT "A"
                                   -----------
                               Copy of Head Lease