MASTER LEASE


     THIS  MASTER  LEASE  (this  "Lease")  is made as of October  19,  2000 (the
"Effective  Date"),  by and  between  PUBS  PROPERTY,  LLC, a  Delaware  limited
liability company  ("Lessor"),  whose address is c/o U.S. Realty Advisors,  LLC,
1370 Avenue of the  Americas,  New York,  New York 10019,  and HOPS GRILL & BAR,
INC., a Florida corporation ("Lessee"),  whose address is 2701 North Rocky Point
Drive, Suite 300, Tampa, Florida 33607.

                              W I T N E S S E T H :

     THAT,  in  consideration  of the mutual  covenants  and  agreements  herein
contained, Lessor and Lessee hereby covenant and agree as follows:

     1. Certain  Defined  Terms.  The  following  terms shall have the following
meanings for all purposes of this Lease:

     "ADA" has the meaning set forth in Section 16.C.

     "Additional Rental" has the meaning set forth in Section 5.C.

     "Adjustment  Date" means the first day of the month  following the month in
which the first anniversary of the Effective Date occurs,  and every anniversary
thereafter  during the Lease Term  (including  the  extension  periods if Lessee
exercises its option pursuant to Section 27).

     "Affiliate"  means any Person which  directly or  indirectly  controls,  is
under common control with, or is controlled by any other Person. For purposes of
this  definition,  "controls",  "under common control with" and  "controlled by"
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities or otherwise.

     "Aggregate  Assumed Base Annual Rental" means the aggregate  amount of Base
Annual  Rental  required  to be paid by Lessee  during  the Base  Annual  Rental
Period.

     "Aggregate Fixed Charge Coverage Ratio" shall have the meaning set forth in
Section 8.A.

     "Aggregate Rent Refund" means the positive difference,  if any, between the
Aggregate Assumed Base Annual Rental and the CPI-Adjusted Rent.

     "Applicable Regulations" means all applicable statutes, regulations, rules,
ordinances,  codes, licenses, permits, orders and approvals of each Governmental
Authority  having  jurisdiction  over  Lessee  and/or  any  of  the  Properties,
including,  without  limitation,  all health,  building,  fire, safety and other
codes,  ordinances and requirements and all applicable standards of the National
Board of Fire  Underwriters  and the ADA,  in each  case,  as  amended,  and any
judicial or administrative interpretation thereof, including any judicial order,
consent, decree or judgment applicable to Lessee.

     "Applicable Rent Reduction Percentage" means, with respect to any Property,
a  fraction,  the  numerator  of which  shall  be the  Purchase  Price  for such
Property,  and the  denominator  of which shall be the sum of the Purchase Price
for all of the Properties then subject to this Lease, including such Property.

     "Approved   Institution"  means  any  domestic  federal  or  state  charted
commercial bank located in any of the cities listed on the attached  Schedule IV
and  having,  at the time of  selection,  (i) a long-term  deposit or  long-term
unsecured  debt  rating of at least AA or its  equivalent  issued by  Standard &
Poors Rating  Group,  Moody's  Investors  Service,  Inc.,  any successor to such
agencies or any other  nationally  recognized  credit  rating  agency,  and (ii)
combined capital and surplus in excess of $100,000,000.00.


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<PAGE>
     "Average CPI Increase" means the CPI Increase divided by two.

     "Base Annual Rental" means $3,402,030.24, subject to the increases provided
for in Section 5.B.

     "Base Monthly  Rental" means an amount equal to 1/12 of the applicable Base
Annual Rental.

     "Business  Day" means a day on which banks located in Phoenix,  Arizona are
not required or authorized to remain closed.

     "Code" means the United States Bankruptcy Code, 11 U.S.C. Sec. 101 et seq.,
as amended.

     "Consent  Agreement" means that certain Consent Agreement and Order, Docket
No.  00-AL-J-07-0315-CC,  In Re: Food Service Permit No. 32-2545,  regarding the
Property  located at 5195 Fernandina  Road,  Columbia,  South Carolina signed on
July 31, 2000.

     "CPI" means the Consumer Price Index which is designated for the applicable
month  of  determination  as the  United  States  City  Average  for  All  Urban
Consumers,  All Items, Not Seasonally Adjusted,  with a base period equaling 100
in 1993-1995,  as published by the United States Department of Labor's Bureau of
Labor Statistics or any successor agency.

     "CPI Adjusted  Rent" means the aggregate  amount of Base Annual Rental that
would have been paid during the entire Base  Annual  Rental  Period had the Base
Annual Rental on each CPI  Adjustment  Date been  increased over the Base Annual
Rental immediately  preceding such CPI Adjustment Date by two and one-half times
the applicable CPI Increase.

     "CPI  Adjustment  Date"  means  October  17,  2001,  and every  anniversary
thereafter during the Lease Term.

     "CPI  Increase"  means the quotient  (expressed as a percentage) of (a) the
positive  difference,  if any,  between  (i) the CPI for the month  which is two
months prior to the  applicable  Adjustment  Date and (ii) the CPI for the month
which is twenty-six  months prior to such Adjustment Date (the "Base CPI"),  and
(b) the Base CPI. In the event the  statistics are not available or in the event
that publication of the CPI is modified or discontinued in its entirety, the CPI
Increase  shall be  determined  on the  basis of an index  chosen by Lessor as a
comparable  and recognized  index of the  purchasing  power of the United States
consumer  dollar  published by the United  States  Department  of Labor or other
governmental  agency.  In the  event  that the CPI  contemplated  herein  is not
reported  for the months  required  for the  calculation  set forth  above,  the
parties agree to utilize the CPI reported for the month(s) nearest preceding the
month(s) required for such calculation.

     "Credit Agreement" means that certain Credit Agreement dated as of June 22,
1999 among Guarantor,  Wachovia Bank, N.A., not in its individual capacity,  but
in its capacity as agent for certain financial institutions,  and such financial
institutions,  as amended by agreements dated as of August 23, 1999,  October 4,
1999, March 31, 2000, and October 13, 2000

     "De  Minimis  Amounts"  shall  mean,  with  respect  to any given  level of
Hazardous  Materials,  that level or quantity of Hazardous Materials in any form
or  combination  of  forms,  the use,  storage  or  release  of  which  does not
constitute a violation  of, or require  regulation  or  remediation  under,  any
Environmental  Laws and is  customarily  employed in the ordinary  course of, or
associated  with,  similar  businesses  located  in  the  states  in  which  the
Properties are located.

     "Default  Rate" means 15% per annum or the highest  rate  permitted by law,
whichever is less.


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<PAGE>
     "Disclosures" has the meaning set forth in Section 8.C.

     "Effective Date" has the meaning set forth in the Preamble.

     "Environmental   Insurer"  means  American  International  Specialty  Lines
Insurance  Company  or  such  other  insurer  providing  Environmental  Policies
reasonably acceptable to Lessor.

     "Environmental Laws" means any present and future federal,  state and local
laws, statutes,  ordinances,  rules, regulations and the like, as well as common
law,  relating to Hazardous  Materials  and/or the protection of human health or
the  environment,  by reason of a Release or a  Threatened  Release of Hazardous
Materials or relating to liability for or costs of  Remediation or prevention of
Releases.  "Environmental  Laws" includes,  but is not limited to, the following
statutes,  as amended,  any successor  thereto,  and any  regulations,  rulings,
orders or decrees promulgated pursuant thereto, and any state or local statutes,
ordinances,  rules,  regulations  and the like addressing  similar  issues:  the
Comprehensive  Environmental  Response,  Compensation  and  Liability  Act;  the
Emergency  Planning and Community  Right-to-Know  Act; the  Hazardous  Materials
Transportation  Act; the Resource  Conservation  and Recovery Act (including but
not limited to  Subtitle I relating to  underground  storage  tanks);  the Solid
Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances
Control Act; the Safe  Drinking  Water Act; the  Occupational  Safety and Health
Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide
and  Rodenticide  Act; the  Endangered  Species Act; the National  Environmental
Policy Act; and the River and Harbors  Appropriation Act.  "Environmental  Laws"
also includes,  but is not limited to, any present and future federal, state and
local laws, statutes,  ordinances,  rules,  regulations and the like, as well as
common law:  conditioning  transfer of property upon a negative  declaration  or
other approval of a Governmental Authority of the environmental condition of the
property;   requiring   notification   or   disclosure   of  Releases  or  other
environmental  condition of any of the Properties to any Governmental  Authority
or other person or entity,  whether or not in connection  with transfer of title
to or interest in property;  imposing  conditions  or  requirements  relating to
Hazardous Materials in connection with permits or other authorization for lawful
activity;  relating to nuisance,  trespass or other causes of action  related to
Hazardous  Materials;  and  relating  to wrongful  death,  personal  injury,  or
property or other damage in connection with the physical condition or use of any
of the Properties by reason of the presence of Hazardous Materials in, on, under
or above any of the Properties.

     "Environmental Liens" has the meaning set forth in Section 16.D(ix).

     "Environmental  Policies"  means  the  environmental  insurance  policy  or
policies, as applicable,  issued by Environmental Insurer to Lessor with respect
to the Properties,  which Environmental  Policies shall be in form and substance
satisfactory to Lessor in its sole discretion.

     "Equipment  Transfer  Agreement"  means  that  certain  Equipment  Transfer
Agreement dated as of October 17, 2000, among Pubs Property, LLC, First Security
Bank, National  Association,  SunTrust Bank, STI Credit Corporation,  BancBoston
Leasing, Inc., and Southtrust Bank, N.A.

     "Event of Default" has the meaning set forth in Section 23.

     "Extended  Term"  means the  period  subsequent  to the  expiration  of the
Primary Term which this Lease is actually in effect.

     "FFCA Entities"  means,  collectively,  Lender,  Franchise  Finance and any
Affiliate of Lender and Franchise Finance.

     "FCCR Period" means the twelve month period of time  immediately  preceding
the date on which Lessee gives written notice to Lessor that Lessee is proposing
to substitute a Substitute Property as permitted by Section 56.A.


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<PAGE>
     "Fixed  Charge  Coverage  Ratio"  has the  meaning  set  forth  in  Section
56.B(i)(2).

     "Franchise  Finance" means  Franchise  Finance  Corporation  of America,  a
Delaware corporation, and its successors and assigns.

     "GAAP" means generally accepted accounting principles consistently applied.

     "Governmental   Authority"  means  any  governmental   authority,   agency,
department,    commission,    bureau,   board,    instrumentality,    court   or
quasi-governmental  authority  of the  United  States,  the  states in which the
Properties are located or any political subdivision thereof.

     "Gross  Sales"  means the sales or other  income  arising from all business
conducted at all of the Properties by Lessee during the period of determination,
less  sales  tax and any  amounts  received  from  not-for-profit  sales  of all
non-food items approved for use in connection  with  promotional  campaigns,  if
any, for all of the Properties.

     "Guarantor" means Avado Brands, Inc., a Georgia corporation.

     "Guaranty"  means  that  certain  unconditional  guaranty  of  payment  and
performance  dated as of the date of this Lease to be executed by Guarantor with
respect  to the  obligations  of Lessee  under  this  Lease,  as the same may be
amended from time to time.

     "Hazardous  Materials"  means (i) any toxic  substance or hazardous  waste,
substance,  solid waste, or related  material,  or any pollutant or contaminant;
(ii) radon gas,  asbestos  in any form which is or could  become  friable,  urea
formaldehyde  foam  insulation,  transformers  or other equipment which contains
dielectric fluid  containing  levels of  polychlorinated  biphenyls in excess of
federal, state or local safety guidelines,  whichever are more stringent, or any
petroleum  product;  (iii) any substance,  gas, material or chemical which is or
may be defined as or  included  in the  definition  of  "hazardous  substances,"
"toxic  substances,"   "hazardous  materials,"  "hazardous  wastes,"  "regulated
substances"  or words of similar import under any  Environmental  Laws; and (iv)
any other  chemical,  material,  gas or substance  the exposure to or release of
which  is or  may be  prohibited,  limited  or  regulated  by  any  Governmental
Authority that asserts or may assert  jurisdiction over any of the Properties or
the operations or activity at any of the Properties, or any chemical,  material,
gas or substance  that does or may pose a hazard to the health  and/or safety of
the  occupants  of any of the  Properties  or the  owners  and/or  occupants  of
property adjacent to or surrounding any of the Properties.

     "Indemnified Parties" means Lessor,  Environmental  Insurer,  Remainderman,
and Lender and their directors,  officers,  shareholders,  trustees,  beneficial
owners, partners, members, and any directors, officers, shareholders,  trustees,
beneficial  owners,  partners,  members of any  beneficial  owners,  partners or
members of  Lessor,  Environmental  Insurer,  Remainderman  or  Lender,  and all
employees,  agents,  servants,  representatives,   contractors,  subcontractors,
affiliates,  subsidiaries,  participants,  successors  and assigns of any of the
foregoing,   including,   but  not  limited  to,  any   successors   by  merger,
consolidation  or acquisition of all or a substantial  portion of the assets and
business  of  Lessor,   Environmental   Insurer,   Remainderman  or  Lender,  as
applicable.

     "Lease Term" shall have the meaning described in Section 4.

     "Lease Year" means the 12-month  period  commencing on the first day of the
calendar  year or any other  12-month  period as may be  approved  in writing by
Lessor after the  commencement  of the Lease Term and each  successive  12-month
period thereafter.

     "Lender" means FFCA Acquisition  Corporation,  a Delaware corporation,  its
successors and assigns, any successor lender in connection with any loan secured


                                       4
<PAGE>
by Lessor's  interest  in any of the  Properties,  and any  servicer of any loan
secured  by  Lessor's  interest  in any of the  Properties,  including,  without
limitation, Franchise Finance Corporation of America, a Delaware corporation.

     "Lessee Entities" means, collectively, Lessee, Guarantor and all Affiliates
of Lessee and Guarantor.

     "Letter  of  Credit"  means a letter  of credit  substantially  in the form
attached  to this  Lease as  Exhibit  B issued  by an  Approved  Institution  in
accordance with the terms of Section 23.A(ix)(2) of this Lease.

     "Loan  Agreement"  means  the Loan  Agreement  dated as of the date of this
Lease in effect between Lessor and Lender, as such agreement may be amended from
time to time and any and all replacements or substitutions thereof.

     "Loan Documents" means,  collectively,  the Loan Agreement,  the Notes, the
Mortgages  and all other  documents,  instruments  and  agreements  executed  in
connection  therewith or contemplated  thereby,  all as amended and supplemented
and any and all replacements or substitutions thereof.

     "Loan Pool" has the meaning set forth in the Loan Agreement.

     "Losses" means any and all claims, suits,  liabilities (including,  without
limitation,  strict  liabilities),  actions,  proceedings,  obligations,  debts,
damages,  losses,  costs,  expenses,  diminutions  in value,  fines,  penalties,
charges,  fees,  expenses,  judgments,  awards,  amounts paid in settlement  and
damages of whatever kind or nature (including,  without  limitation,  attorneys'
fees, court costs and other costs of defense).

     "Maturity Date" means November 1, 2020.

     "Maximum  Allowed Annual  Rental"  means,  for any fiscal year of Lessee in
which Lessee has failed to satisfy the  Aggregate  Fixed Charge  Coverage  Ratio
requirement,  an amount  equal to (x) the sum of Net  Income,  Depreciation  and
Amortization,  Interest  Expense and Operating  Lease Expense,  less a corporate
overhead  allocation  in an amount  equal to 5% of Gross  Sales,  divided by (y)
1.25.

     "Memorandum"  means the  memorandum of master lease dated as of the date of
this Lease between Lessor and Lessee with respect to the Properties. A duplicate
original  Memorandum  will be  executed  and  recorded  in the  applicable  real
property  records for each Property.  Each Memorandum will contain exhibits with
the addresses and store identification numbers for all of the Properties and the
legal description for the applicable Property.

     "Mortgages" means, collectively,  the mortgages, deeds of trust or deeds to
secure debt,  assignments of rents and leases,  security  agreements and fixture
filings  dated as of even date  herewith  executed  by Lessor for the benefit of
Lender  with  respect to the  Properties,  as such  instruments  may be amended,
restated and/or  supplemented  from time to time and any and all replacements or
substitutions thereof.

     "Notes" means,  collectively,  the promissory notes dated as of the date of
this  Lease  executed  by Lessor  and  payable  to Lender  with  respect  to the
Properties,  as such notes may be amended, restated and/or substituted from time
to time.

     "Other Agreements" means, collectively,  all agreements and instruments now
or hereafter  entered into between,  among or by (1) any of the Lessee Entities,
and,  or for the  benefit  of, (2)  Lessor;  provided,  however,  the term Other
Agreements shall not include this Lease and the other Sale-Leaseback Documents.

     "Participation"  means the granting of any  participations  in any document
evidencing loan obligations or any or all servicing rights with respect thereto.


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<PAGE>
     "Permitted  Facility" means a Hops  Restaurant Bar & Brewery  restaurant or
such other  restaurant  concepts of  Guarantor  and its  subsidiaries  which are
approved by Lessor, such approval not to be unreasonably  withheld,  conditioned
or delayed.

     "Person" means any individual, corporation,  partnership, limited liability
company, trust, unincorporated organization, Governmental Authority or any other
form of entity.

     "Personalty" means all machinery,  appliances,  furniture, equipment, trade
fixtures and other  personal  property  from time to time situated on or used in
connection  with the Properties,  including,  without  limitation,  the personal
property  identified on Schedule II attached to this Lease;  provided,  however,
the term  "Personalty"  shall not include  the HVAC,  walk-in  coolers,  walk-in
freezers,  supply fans, exhaust fans, air ducts, hoods,  vents,  built-in sinks,
built-in countertops,  plumbing and electrical fixtures, sign poles and lighting
poles,  all of which  items are  intended  to be  fixtures  as such term is used
within the definition of "Properties".

     "Prepayment  Charges" means, for purposes of this Lease, an amount equal to
any prepayment premium or charge,  yield maintenance  payment,  or other cost or
expense  imposed  on Lessor by the  applicable  Lender  in  connection  with the
payment of the  applicable  Note(s) or promissory  note(s) prior to the Maturity
Date.

     "Properties" means, collectively,  (i) the parcels of real estate described
by  address,  Lessor  Number and Unit  Number in  Exhibit A attached  hereto and
legally  described in Exhibit A-1 attached  hereto,  all rights,  privileges and
appurtenances associated therewith, (ii) all buildings, structures, fixtures and
other  improvements now or hereafter located on such real estate (whether or not
affixed to such real estate), and (iii) all Personalty owned by Lessor as of the
Effective  Date and all  Personalty  conveyed to Lessor as  contemplated  by the
Security Agreement.

     "Property" means any one of the Properties.

     "Purchase  Price" means,  with respect to any  Property,  the amount of the
purchase price  corresponding  to such Property as set forth on Exhibit A to the
Sale-Leaseback Agreement, and in the aggregate the amount of $28,371,573.60.

     "Questionnaires" means the environmental questionnaires completed by Lessee
with respect to each of the Properties and submitted to Environmental Insurer in
connection with the issuance of the Environmental Policies.

     "Rejectable Offer" has the meaning set forth in Section 21.B.

     "Rejectable Substitution Offer" has the meaning set forth in Section 56.A.

     "Release"  means  any  presence,  release,  deposit,  discharge,  emission,
leaking, spilling,  seeping, migrating,  injecting,  pumping, pouring, emptying,
escaping, dumping, disposing or other movement of Hazardous Materials.

     "Rent  Adjustment  Amount" means an amount equal to the difference  between
(x) the Base Annual Rental then in effect,  and (y) the Maximum  Allowed  Annual
Rental.

     "Remainderman"  means Suds  Remainder,  LLC, a Delaware  limited  liability
company, which owns a remainder interest in the parcels of real estate described
by  address,  Lessor  Number and Unit  Number in  Exhibit A attached  hereto and
legally described in Exhibit A-1 attached hereto and all rights,  privileges and
appurtenances associated therewith, together with its successors and assigns.

     "Remediation" means any response,  remedial, removal, or corrective action,
any activity to cleanup, detoxify, decontaminate, contain or otherwise remediate
any Hazardous Materials,  any actions to prevent,  cure or mitigate any Release,


                                       6
<PAGE>
any action to comply  with any  Environmental  Laws or with any  permits  issued
pursuant thereto, any inspection,  investigation, study, monitoring, assessment,
audit,  sampling and testing,  laboratory or other  analysis,  or any evaluation
relating to any Hazardous Materials.

     "Rent  Factor"  means the then  current Base Annual  Rental  divided by the
aggregate Purchase Price.

     "Sale-Leaseback  Agreement"  means that  certain  Sale-Leaseback  Agreement
dated as of the date hereof among Lessor,  Lessee and Guarantor  with respect to
the Properties.

     "Sale-Leaseback  Documents" means the Sale-Leaseback Agreement, this Lease,
the Security Agreement, the Equipment Transfer Agreement and all other documents
executed in connection therewith or contemplated thereby.

     "Securitization"  means  one or  more  sales,  dispositions,  transfers  or
assignments  by  Lender  or  any  Affiliate  of  Lender  to  a  special  purpose
corporation,  trust or other  entity  identified  by Lender or any  Affiliate of
Lender of notes evidencing obligations to repay secured or unsecured loans owned
by Lender or any  Affiliate  of  Lender  (and,  to the  extent  applicable,  the
subsequent sale, transfer or assignment of such notes to another special purpose
corporation,  trust or other  entity  identified  by Lender or any  Affiliate of
Lender),  and the issuance of bonds,  certificates,  notes or other  instruments
evidencing  interests  in pools of such  loans,  whether  in  connection  with a
permanent asset securitization or a sale of loans in anticipation of a permanent
asset securitization. Each Securitization shall be undertaken in accordance with
all  requirements  which may be imposed by the investors or the rating  agencies
involved in each such sale, disposition,  transfer or assignment or which may be
imposed by applicable securities,  tax or other laws or regulations,  including,
without limitation, laws relating to Lender's status as a real estate investment
trust.

     "Security  Agreement" means that certain  Conveyance and Security Agreement
dated as of the date of this Lease among Lessor, Guarantor and Lessee.

     "Substitute  Property" means one or more parcels of real estate substituted
for any of the  Properties in accordance  with the  requirements  of Section 56,
together with all rights, privileges and appurtenances associated therewith, and
all buildings,  structures, fixtures and other improvements located thereon. For
purposes  of  clarity,  where two or more  parcels of real  property  comprise a
Substitute  Property,  such parcels shall be aggregated and deemed to constitute
the Substitute Property for all purposes of this Lease.

     "Threatened  Release"  means a  substantial  likelihood  of a Release which
requires  action to  prevent or  mitigate  damage to the soil,  surface  waters,
groundwaters,  land, stream sediments, surface or subsurface strata, ambient air
or  any  other  environmental  medium  comprising  or  surrounding  any  of  the
Properties which may result from such Release.

     "Title  Company" means Lawyers Title Insurance  Corporation,  or such other
nationally recognized title insurance company reasonably acceptable to Lessor.

     "Transfer"  means  any  sale,   transfer  or  assignment  of  any  document
evidencing  loan  obligations,  or any  or all  servicing  rights  with  respect
thereto.

     2. Demise of Properties.  In consideration of the rentals and other sums to
be paid by Lessee and of the other terms,  covenants and  conditions on Lessee's
part to be kept and performed, Lessor hereby leases to Lessee, and Lessee hereby
takes and hires, the Properties. The Properties are leased to Lessee "AS IS" and
"WHERE IS"  without  representation  or  warranty  by Lessor and  subject to the
rights of parties in possession,  to the existing  state of title,  any state of
facts which an accurate  survey or physical  inspection  might  reveal,  and all
Applicable  Regulations now or hereafter in effect.  Lessee has examined each of


                                       7
<PAGE>
the Properties and title to each of the Properties and has found all of the same
satisfactory for all of Lessee's purposes.

     3. Characterization of Lease. A. Lessor and Lessee intend that:

     (i) this Lease  constitutes a single master lease of all, but not less than
all, of the  Properties  and that Lessor and Lessee have  executed and delivered
this  Lease  with the  understanding  that this  Lease  constitutes  a  unitary,
unseverable  instrument  pertaining  to  all,  but not  less  than  all,  of the
Properties, and that neither this Lease nor the duties, obligations or rights of
Lessee may be allocated or otherwise divided among the Properties by Lessee;

     (ii) this Lease is a "true lease" and not a financing lease, capital lease,
mortgage, equitable mortgage, deed of trust, trust agreement, security agreement
or other  financing or trust  arrangement,  and the  economic  realities of this
Lease are those of a true lease; and

     (iii) the  business  relationship  created  by this  Lease and any  related
documents is solely that of a long-term  commercial  lease between  landlord and
tenant and has been entered  into by both parties in reliance  upon the economic
and legal bargains contained herein.

     B. Lessor and Lessee  acknowledge and agree that the Lease Term,  including
any term  extensions  provided  for in this  Lease,  is less than the  remaining
economic life of each of the Properties.

     C. Lessee  waives any claim or defense based upon the  characterization  of
this Lease as anything other than a true lease and irrevocably  waives any claim
or defense  which  asserts  that the Lease is anything  other than a true lease.
Lessee  covenants and agrees that it will not assert that this Lease is anything
but a true lease.  Lessee  stipulates  and agrees not to challenge the validity,
enforceability  or  characterization  of the lease of the  Properties  as a true
lease and further  stipulates  and agrees that  nothing  contained in this Lease
creates or is intended to create a joint venture, partnership (either de jure or
de facto), equitable mortgage, trust, financing device or arrangement,  security
interest or the like.  Lessee  shall  support the intent of the parties that the
lease of the  Properties  pursuant  to this  Lease is a true  lease and does not
create a joint  venture,  partnership  (either de jure or de  facto),  equitable
mortgage, trust, financing device or arrangement, security interest or the like,
if, and to the extent that, any challenge occurs.

     D. Lessee  waives any claim or defense based upon the  characterization  of
this Lease as anything  other than a master lease of all of the  Properties  and
irrevocably waives any claim or defense which asserts that the Lease is anything
other than a master lease.  Lessee  covenants and agrees that it will not assert
that this Lease is anything but a unitary,  unseverable instrument pertaining to
the lease of all, but not less than all, of the  Properties.  Lessee  stipulates
and agrees not to challenge the validity,  enforceability or characterization of
the lease of the Properties as a unitary,  unseverable  instrument pertaining to
the lease of all, but not less than all, of the Properties. Lessee shall support
the intent of the parties that this Lease is a unitary,  unseverable  instrument
pertaining  to the lease of all, but not less than all, of the  Properties,  if,
and to the extent that, any challenge occurs.

     E. Lessee represents and warrants to Lessor that (i) the Base Annual Rental
is the fair  market  value for the use of the  Properties  and was  agreed to by
Lessor  and  Lessee  on  that  basis,  and  (ii)  the  execution,  delivery  and
performance by Lessee of this Lease does not constitute a transfer of all or any
part of the Properties.

     F.  The  expressions  of  intent,  the  waivers,  the  representations  and
warranties, the covenants, the agreements and the stipulations set forth in this
Section are a material inducement to Lessor entering into this Lease.

     4. Lease Term. The Lease Term for all of the  Properties  shall commence as


                                       8
<PAGE>
of the Effective Date and shall expire on November 30, 2020,  unless  terminated
sooner as provided in this Lease and as may be extended for four periods of five
years each as set forth in Section 27 below.  The time period  during which this
Lease shall actually be in effect is referred to herein as the "Lease Term."

     5. Rental and Other Payments. A. If the Effective Date is a date other than
the first day of the month,  Lessee shall pay Lessor on the  Effective  Date the
Base Monthly  Rental  prorated on the basis of the ratio that the number of days
from  the  Effective  Date  through  the last day in the  month  containing  the
Effective  Date bears to the  number of days in such  month.  Thereafter,  on or
before the first day of each succeeding  calendar month, Lessee shall pay Lessor
in advance the Base Monthly Rental.

     B.  Commencing on the first  Adjustment  Date and on each  Adjustment  Date
thereafter,  the Base Annual  Rental  shall  increase by an amount  equal to the
product of the then-current Base Annual Rental multiplied by 1.2%. The increased
Base Annual Rental shall constitute the Base Annual Rental due and payable until
the next Adjustment Date.

     C. All sums of money  required to be paid by Lessee  under this Lease which
are  not  specifically  referred  to as  rent  ("Additional  Rental")  shall  be
considered rent although not specifically  designated as such. Lessor shall have
the same remedies for nonpayment of Additional  Rental as those provided  herein
for the nonpayment of Base Annual Rental.

     D. (i) Lessor hereby agrees that, to the extent that the Aggregate  Assumed
Base Annual Rental exceeds the  CPI-Adjusted  Rent,  Lessor shall be required to
pay Lessee the Aggregate  Rent Refund in accordance  with the provisions of this
Section  5.D. In no event shall Base Annual  Rental be deemed  reduced as of any
Adjustment Date from the Base Annual Rental which would have been payable during
the year  immediately  preceding  such  Adjustment  Date.  In  addition,  if the
Aggregate  Assumed  Base  Annual  Rental is less than or equal to the  aggregate
CPI-Adjusted  Rent,  then no  additional  amounts  shall be payable by Lessee to
Lessor and the payments of Base Annual  Rental  otherwise  contemplated  by this
Lease for the Primary Term shall become the final amounts payable as Base Annual
Rental  for  the  Primary  Term.  Anything  contained  herein  to  the  contrary
notwithstanding,  in no event shall Lessor be required to pay the Aggregate Rent
Refund  in the  event  of any  termination  of this  Lease  resulting  from  the
occurrence  of an Event of Default or a rejection  of this Lease in a bankruptcy
case involving Lessee.

     (ii) Within  thirty (30) days after the end of the Primary Term (other than
a  termination  resulting  from  the  occurrence  of an Event  of  Default  or a
rejection of this Lease in a bankruptcy case involving Lessee), Lessor shall (x)
provide Lessee with a statement setting forth Lessor's calculation of the amount
of the  Aggregate  Rent Refund and each CPI  Increase  used in  calculating  the
Aggregate Rent Refund and (y) pay the Aggregate Rent Refund to Lessee; provided,
however,  the  obligation of Lessor to pay the  Aggregate  Rent Refund to Lessee
shall not excuse or reduce  Lessee's  obligation to pay any Base Annual  Rental,
Annual  Percentage Rental or Additional Rental payable in respect of the Primary
Term or, except as provided in subsection (iii) below, the Extended Term, or any
payment  due in respect of any  termination  of this Lease or as a result of the
rejection  of this Lease in a bankruptcy  case  involving  Lessee,  or any other
amount  (including,  without  limitation,  indemnification  payments or damages)
payable  hereunder  during or with  respect to the Primary  Term or the Extended
Term,  and Lessee shall not have any right to set-off the Aggregate  Rent Refund
or any part thereof  against its  obligation to pay any such Base Annual Rental,
Annual Percentage  Rental,  Additional Rental, any payment due in respect of any
termination  of this  Lease or as a result of the  rejection  of this Lease in a
bankruptcy case involving Lessee,  or any such other amount,  except as provided
in subsection (iv) below. If this Lease is terminated as a result of an Event of
Default or if this Lease is rejected in a bankruptcy case involving  Lessee,  or
if an Event of Default shall have  occurred and be continuing at the  expiration
of the Primary Term, Lessor may, but shall not be required to, in exercising its
rights  hereunder,  use,  apply or retain the whole or any part of the Aggregate


                                       9
<PAGE>
Rent  Refund for the  payment of any rent or other sum  (including  damages)  to
which Lessor may be entitled by reason of such Event of Default or rejection.

     (iii) In the event Lessee  exercises its option to extend this Lease as set
forth in Section 27 below,  Lessor may elect to apply the Aggregate Rent Refund,
if any, as a credit  against  the Base  Annual  Rental  first  accruing  for the
Extended  Term,  until the balance of the Aggregate Rent Refund shall be reduced
to zero.  Lessor shall  evidence its election by giving notice thereof to Lessee
no later  than the due date of the  first  installment  of rent due in the first
Extended Term; provided, however, if Lessor fails to deliver such notice, Lessor
shall be deemed to have elected to so credit the Aggregate Rent Refund.

     (iv)  Notwithstanding  anything  contained  herein  to  the  contrary,  the
obligation  created by this Section 5.D shall be personal to Lessor and shall be
subordinate  in all  respects  to the loans  secured by the  Mortgages.  Without
limiting the  generality  of the  preceding  sentence,  in the event that Lender
succeeds to the interest of Lessor in this Lease whether by a foreclosure of the
Mortgages  or the  delivery  to  Lender of  deeds-in-lieu  of  foreclosure,  the
preceding subsections of this Section 5.D shall be of no force or effect, Lender
shall have no  obligation to pay Lessee the  Aggregate  Rent Refund,  and Lessee
shall have no right to receive a credit for the  Aggregate  Rent Refund  against
the Base Annual Rental due for the Extended Term.

     6.  Representations  and  Warranties  of Lessor.  The  representations  and
warranties  of Lessor  contained in this Section are being made to induce Lessee
to enter into this Lease and  Lessee has relied and will  continue  to rely upon
such representations and warranties. Lessor represents and warrants to Lessee as
of the Effective Date as follows:

     A.  Organization,  Authority and Status of Lessor. (i) Lessor has been duly
organized  and is validly  existing and in good  standing  under the laws of the
State of Delaware.  All necessary  corporate  action has been taken to authorize
the  execution,  delivery and  performance by Lessor of this Lease and the other
documents, instruments and agreements provided for herein.

     (ii) The  person  who has  executed  this Lease on behalf of Lessor is duly
authorized so to do.

     B.  Enforceability.  This Lease  constitutes  the legal,  valid and binding
obligation of Lessor, enforceable against Lessor in accordance with its terms.

     7.  Representations  and  Warranties  of Lessee.  The  representations  and
warranties  of Lessee  contained in this Section are being made to induce Lessor
to enter into this Lease and Lessor has relied,  and will continue to rely, upon
such representations and warranties. Lessee represents and warrants to Lessor as
of the Effective Date as follows:

     A.  Organization,  Authority and Status of Lessee. (i) Lessee has been duly
organized or formed,  is validly existing and in good standing under the laws of
its state of  incorporation  or formation and is qualified to do business in any
jurisdiction  where such  qualification  is required.  All  necessary  corporate
action has been taken to authorize the  execution,  delivery and  performance by
Lessee of this  Lease and of the other  documents,  instruments  and  agreements
provided  for  herein.   Lessee  is  not  a  "foreign   corporation",   "foreign
partnership",  "foreign trust",  "foreign limited liability company" or "foreign
estate",  as those  terms  are  defined  in the  Internal  Revenue  Code and the
regulations  promulgated  thereunder.  Lessee's United States tax identification
number is correctly set forth on the signature page of this Lease.

     (ii) The  person  who has  executed  this Lease on behalf of Lessee is duly
authorized to do so.

     B.  Enforceability.  This Lease  constitutes  the legal,  valid and binding
obligation of Lessee, enforceable against Lessee in accordance with its terms.


                                       10
<PAGE>
     C. Litigation.  There are no suits, actions,  proceedings or investigations
pending,  or, to the best of its  knowledge,  threatened  against  or  involving
Lessee, Guarantor or any of the Properties before any arbitrator or Governmental
Authority which might  reasonably  result in any material  adverse change in the
contemplated business,  condition,  worth or operations of Lessee,  Guarantor or
any of the Properties.

     D.  Absence of Breaches or  Defaults.  Neither  Lessee nor  Guarantor is in
default under any document, instrument or agreement to which Lessee or Guarantor
is a party  or by  which  Lessee,  Guarantor,  any of the  Properties  or any of
Lessee's  or  Guarantor's  property  is  subject  or bound.  The  authorization,
execution, delivery and performance of this Lease and the documents, instruments
and  agreements  provided for herein will not result in any breach of or default
under any  document,  instrument  or agreement to which Lessee or Guarantor is a
party or by which Lessee, Guarantor, any of the Properties or any of Lessee's or
Guarantor's property is subject or bound. The authorization, execution, delivery
and  performance  of this Lease and the  documents,  instruments  and agreements
provided for herein will not violate any applicable  law,  statute,  regulation,
rule, ordinance, code, rule or order.

     E.  Liabilities of Lessor.  Lessee is not liable for any  indebtedness  for
money  borrowed by Lessor and has not guaranteed any of the debts or obligations
of Lessor.

     8.  Covenants.  Lessee  covenants to Lessor for so long as this Lease is in
effect as follows:

     A.  Aggregate  Fixed  Charge  Coverage  Ratio.  Lessee  shall  maintain  an
Aggregate  Fixed  Charge  Coverage  Ratio at all of the  Properties  of at least
1.25:1,  as  determined  on the  last day of each  fiscal  year of  Lessee.  For
purposes of this Lease,  the term "Aggregate  Fixed Charge Coverage Ratio" shall
mean with respect to the twelve month period of time  immediately  preceding the
date of  determination,  the ratio  calculated for such period of time,  each as
determined in accordance  with GAAP, of (a) the sum of Net Income,  Depreciation
and Amortization, Interest Expense and Operating Lease Expense, less a corporate
overhead  allocation in an amount equal to 5% of Gross Sales,  to (b) the sum of
the Operating Lease Expense and the Equipment Payment Amount.

     For purposes of this Section,  the following  terms shall be defined as set
forth below:

     "Capital  Lease"  shall  mean any  lease  of any  property  (whether  real,
personal or mixed) by Lessee with respect to one or more of the Properties which
lease would,  in  conformity  with GAAP,  be required to be  accounted  for as a
capital lease on the balance sheet of Lessee. The term "Capital Lease" shall not
include any operating lease or this Lease.

     "Debt"  shall mean as  directly  related to all of the  Properties  and the
period of  determination  (i)  indebtedness of Lessee for borrowed  money,  (ii)
obligations  of  Lessee  evidenced  by  bonds,  indentures,   notes  or  similar
instruments,  (iii)  obligations of Lessee to pay the deferred purchase price of
property or services,  (iv)  obligations of Lessee under leases which should be,
in accordance  with GAAP,  recorded as Capital  Leases,  and (v)  obligations of
Lessee  under  direct or  indirect  guarantees  in respect  of, and  obligations
(contingent  or  otherwise)  to purchase or otherwise  acquire,  or otherwise to
assure a creditor  against loss in respect of,  indebtedness  or  obligations of
others of the kinds  referred  to in clauses (i)  through  (iv) above.  The term
"Debt"  shall not  include  Lessor's  debt with  respect  to the  Properties  or
otherwise.

     "Depreciation  and  Amortization"  shall  mean with  respect  to all of the
Properties  the  depreciation  and  amortization  accruing  during any period of
determination  with respect to Lessee as determined in accordance with GAAP. The
term "Depreciation and Amortization" shall not include Lessor's depreciation and
amortization with respect to the Properties or otherwise.


                                       11
<PAGE>
     "Equipment  Payment Amount" shall mean for any period of determination  the
sum of all amounts  payable  during such period of  determination  under all (i)
leases  entered  into by  Lessee  for  equipment  located  at one or more of the
Properties and (ii) all loans made to Lessee secured by Lessee's interest in the
equipment located at one or more of the Properties.

     "Interest  Expense" shall mean for any period of determination,  the sum of
all interest accrued or which should be accrued in respect of all Debt of Lessee
allocable to one or more of the Properties and all business  operations  thereon
during such period  (including  interest  attributable  to Capital  Leases),  as
determined in accordance with GAAP.

     "Net Income" shall mean with respect to all of the period of determination,
the net  income or net loss of Lessee  allocable  to all of the  Properties.  In
determining  the  amount  of Net  Income,  (i)  adjustments  shall  be made  for
nonrecurring  gains and losses  allocable to the period of  determination,  (ii)
deductions shall be made for, among other things, Depreciation and Amortization,
Interest  Expense  and  Operating  Lease  Expense  allocable  to the  period  of
determination,  and (iii) no  deductions  shall be made for (x) income  taxes or
charges equivalent to income taxes allocable to the period of determination,  as
determined in accordance with GAAP, or (y) corporate  overhead expense allocable
to the period of determination.

     "Operating Lease Expense" shall mean the expenses  incurred by Lessee under
any operating  leases with respect to one or more of the  Properties  (including
this  Lease)  and  the  business   operations   thereon  during  the  period  of
determination, as determined in accordance with GAAP.

     B. Nonconsolidation Covenants. (i) Lessee will not assume liability for any
indebtedness for money borrowed by Lessor and does not, and will not,  guarantee
any of the debts or  obligations  of Lessor.  Lessee will not hold itself out as
being liable for any obligations or indebtedness of Lessor.

     (ii)  Lessee  shall  not and  shall  use its  best  efforts  to  cause  its
affiliates not to hold Lessor out to the public or to any  individual  creditors
as being a unified entity with assets and liabilities in common with Lessee.

     (iii) Lessee shall  conduct its business so as not to mislead  others as to
the separate  identity of Lessor,  and particularly will avoid the appearance of
conducting business on behalf of Lessor.  Without limiting the generality of the
foregoing,  no oral and written  communications  of Lessee,  including,  without
limitation,  letters, invoices, purchase orders, contracts,  statements and loan
applications,  will be made in the name of Lessor which to the extent that to do
otherwise  would  materially  bear upon the  maintenance  of  Lessor's  separate
identity.

     (iv) Lessee will not act in Lessor's name.

     (v) Where necessary and appropriate,  Lessee shall disclose the independent
business status of Lessor to creditors of Lessee, if any.

     (vi) The resolutions,  agreements and other  instruments of Lessee, if any,
underlying  the  transactions  described  in this  Lease will be  maintained  by
Lessee.

     (vii) All  transactions  between  Lessee and Lessor will be no less fair to
each party than they could obtain on an arm's-length basis.

     (viii) The books,  records  and  accounts  of Lessee  shall at all times be
maintained in a manner  permitting  the assets and  liabilities  of Lessor to be
easily separated and readily ascertained from those of Lessee.

     (ix) Lessee will not direct,  or otherwise  control,  the ongoing  business
decisions of Lessor.


                                       12
<PAGE>
     (x) Lessee  will not file or cause to be filed a voluntary  or  involuntary
petition in bankruptcy on behalf of or against Lessor.

     C. Securitization  Covenants.  (i) Lessee agrees to cooperate in good faith
with Lessor and Lender in  connection  with any Transfer,  Participation  and/or
Securitization of any of the Notes,  Mortgages and/or any of the Loan Documents,
or any  or  all  servicing  rights  with  respect  thereto,  including,  without
limitation,  (i) providing such  documents,  financial and other data, and other
information and materials (the "Disclosures")  which would typically be required
with  respect  to  Lessee  by  a  purchaser,   transferee,  assignee,  servicer,
participant,  investor or rating agency  involved with respect to such Transfer,
Participation and/or Securitization,  as applicable;  provided,  however, Lessee
shall not be required to make Disclosures of any confidential information or any
information  which  has not  previously  been made  public  unless  required  by
applicable federal or state securities laws; and (ii) amending the terms of this
Lease to the extent  necessary so as to satisfy the  requirements of purchasers,
transferees,  assignees, servicers,  participants,  investors or selected rating
agencies involved in any such Transfer, Participation or Securitization, so long
as such amendments  would not have a material  adverse effect upon Lessee or the
transactions contemplated by this Lease.

     (ii) Lessee  consents to Lessor and Lender  providing the  Disclosures,  as
well as any other  information which Lessor and Lender may now have or hereafter
acquire with respect to the  Properties or the financial  condition of Lessee to
each purchaser, transferee, assignee, servicer, participant,  investor or rating
agency   involved   with  respect  to  such   Transfer,   Participation   and/or
Securitization,  as applicable. Lessee shall pay its own attorney fees and other
out-of-pocket  expenses  incurred  in  connection  with the  performance  of its
obligations under this Section 8.C.

     D. Net Worth  Covenant.  At all times  during the Lease Term,  Lessee shall
cause Guarantor to maintain a net book worth  (including  convertible  preferred
stock) of at least $150,000,000.00, as determined in accordance with GAAP.

     E. Compliance Certificate. Within 60 days after the end of each fiscal year
of Lessee, Lessee shall deliver to Lessor such compliance certificates as Lessor
may reasonably require in order to establish that Lessee is in compliance in all
material  respects with all of the obligations,  duties and covenants imposed on
Lessee pursuant to this Lease.

     9. Rentals To Be Net to Lessor.  The Base Annual Rental  payable  hereunder
shall be net to Lessor,  so that this Lease  shall  yield to Lessor the  rentals
specified during the Lease Term, and that all costs, expenses and obligations of
every kind and nature  whatsoever  relating to the Properties shall be performed
and paid by Lessee.

     10.  Taxes and  Assessments.  Lessee  shall  pay,  prior to the  earlier of
delinquency  or the  accrual of interest  on the unpaid  balance,  all taxes and
assessments of every type or nature  assessed  against,  imposed upon or arising
with respect to Lessor,  any of the Properties,  this Lease, the rental or other
payments  due under  this  Lease  during  the  Lease  Term,  including,  without
limitation, the following:

     A. All taxes and assessments upon any of the Properties or any part thereof
and upon any Personalty,  whether  belonging to Lessor or Lessee,  or any tax or
charge levied in lieu of such taxes and assessments;

     B. All taxes,  charges,  license fees and or similar fees imposed by reason
of the use of any of the Properties by Lessee; and

     C. All excise, transaction,  privilege, license, sales, use and other taxes
upon the rental or other payments due under this Lease,  the leasehold estate of
either party or the activities of either party pursuant to this Lease.

     Notwithstanding   the  foregoing,   but  without   limiting  the  preceding


                                       13
<PAGE>
obligation  of Lessee to pay all taxes  which are imposed on the rental or other
payments  due under this  Lease,  in no event will Lessee be required to pay any
net  income  taxes  (i.e.,  taxes  which  are  determined  taking  into  account
deductions for depreciation, interest, taxes and ordinary and necessary business
expenses) or franchise  taxes (unless  imposed in lieu of other taxes that would
otherwise be the obligation of Lessee under this Lease) of Lessor,  any transfer
taxes of Lessor, or any tax imposed with respect to the sale,  exchange or other
disposition by Lessor, in whole or in part, of any of the Properties or Lessor's
interest in this Lease  (other than  transfer or  recordation  taxes  imposed in
connection  with  the  transfer  of  any  of  the  Properties  to  Lessee,   the
substitution of a Substitute  Property or the termination of this Lease pursuant
to the provisions of this Lease).

     All taxing  authorities  shall be instructed to send all tax and assessment
invoices  to Lessee and Lessee  shall  promptly  provide  Lessor and Lender with
copies of all tax and  assessment  invoices  received by Lessee.  Upon  request,
Lessee shall also provide  Lessor and Lender with  evidence  that such  invoices
were paid in a timely fashion. Lessee may, at its own expense,  contest or cause
to be contested (in the case of any item  involving more than  $1,000.00,  after
prior written notice to Lessor),  by appropriate legal proceedings  conducted in
good faith and with due  diligence,  the amount or validity or  application,  in
whole or in part,  of any  item  specified  in this  Section  or lien  therefor,
provided that (i) such proceeding shall suspend the collection  thereof from the
applicable  Properties or any interest therein, (ii) neither such Properties nor
any interest therein would be in any danger of being sold,  forfeited or lost by
reason of such  proceedings,  (iii) no Event of Default has  occurred,  and (iv)
Lessee shall have deposited with Lessor adequate reserves for the payment of the
taxes,  together  with all interest and penalties  thereon,  unless paid in full
under protest, or Lessee shall have furnished the security as may be required in
the  proceeding  or as may be  required  by  Lessor  to  insure  payment  of any
contested taxes.

     11. Utilities. Lessee shall contract, in its own name, for and pay when due
all charges for the connection and use of water,  gas,  electricity,  telephone,
garbage  collection,  sewer  use and  other  utility  services  supplied  to the
Properties  during  the  Lease  Term.  Under no  circumstances  shall  Lessor be
responsible for any interruption of any utility service.

     12.  Insurance.  Throughout  the Lease Term,  Lessee  shall  maintain  with
respect to each of the Properties,  at its sole expense, the following types and
amounts of insurance (which may be included under a blanket  insurance policy if
all the other terms hereof are satisfied):

     A.  Insurance  against  loss,  damage  or  destruction  by fire  and  other
casualty,  including theft, vandalism and malicious mischief, flood (for each of
the  Properties  which is in a  location  designated  by the  Federal  Emergency
Management  Administration as a Special Flood Hazard Area), earthquake (for each
of the Properties which is in an area subject to destructive  earthquakes within
recorded history),  boiler explosion (for each of the Properties with a boiler),
plate glass breakage,  sprinkler  damage (for each of the Properties which has a
sprinkler  system),   all  matters  covered  by  a  standard  extended  coverage
endorsement,  all matters  covered by a special  coverage  endorsement  commonly
known as an "all-risk" endorsement and such other risks as Lessor may reasonably
require,  insuring each of the  Properties  for not less than 100% of their full
insurable replacement cost.

     B. Business automobile liability insurance and commercial general liability
and property damage liability insurance,  including a products liability clause,
covering  Lessor,  Remainderman  and Lessee against bodily injury  liability and
property damage  liability,  including  liability  arising out of the ownership,
maintenance, repair, condition or operation of the Properties or adjoining ways,
streets or sidewalks, to the extent sole negligence is found against Lessee and,
if  applicable,  insurance  covering  Lessor,  Remainderman  and Lessee  against
liability arising from the sale of liquor,  beer or wine on the Properties.  The
commercial general liability policy provides  contractual  liability coverage as


                                       14
<PAGE>
defined   under  the  "insured   contract"   definition  of  the  policy  and  a
"severability  of interest"  clause or endorsement  which  precludes the insurer
from  denying  the  claim of  Lessee,  Remainderman  or  Lessor  because  of the
negligence or other acts of the other,  and shall be in amounts of not less than
$1,000,000  per  occurrence  with higher  limits as Lessor or  Remainderman  may
reasonably  require  from  time to time,  and  shall  be of form  and  substance
satisfactory to Lessor and Remainderman.

     C. Business income insurance or rental interruption insurance, as requested
by Lessor, equal to 100% of the Base Annual Rental for a period of not less than
12 months.

     D.  State  Worker's  compensation  insurance  in the  statutorily  mandated
limits,  employer's  liability  insurance  with limits not less than $500,000 or
such greater amount as Lessor or Remainderman  may from time to time require and
such other insurance as may be necessary to comply with applicable laws.

     E. Such other insurance as may from time to time be reasonably  required by
Lessor,  Remainderman or Lender in order to protect their  respective  interests
with respect to the Properties.

     All insurance policies shall:

     (i) Provide for a waiver of subrogation by the insurer as to claims against
Lessor, Remainderman, Lender and their respective employees and agents;

     (ii)  Respond as primary  insurance  to the  extent  the  policies  held by
indemnitee(s)  are  modified to provide  that  coverage  under their  respective
policies  will be excess over any coverage  available  to them as an  additional
insured under another policy;

     (iii) Contain a standard mortgage clause endorsement in favor of Lender and
any other party designated by Lessor;

     (iv) Provide that should any of the policies  described  herein be canceled
before the expiration date thereof, the insurer affording coverage will endeavor
to mail 30 days written notice to the certificate holder(s) named herein;

     (v)  Provide  that the  insurer  shall not have the option to  restore  the
applicable  Properties  if Lessor or Lessee  elects to  terminate  this Lease in
accordance with the terms hereof;

     (vi) Be issued by insurance companies licensed to do business in the states
in which the Properties are located and which are rated A:VI or better by Best's
Insurance Guide or are otherwise approved by Lessor and Remainderman; and

     (vii)  Provide  that the  insurer  shall  not deny a claim  nor  shall  the
insurance be cancelled,  invalidated  or suspended by any  foreclosure  or other
proceedings relating to any of the Properties or change in title to or ownership
of any of the Properties.

     It is expressly  understood and agreed that the foregoing minimum limits of
insurance  coverage  shall  not limit the  liability  of Lessee  for its acts or
omissions as provided in this Lease. All insurance  policies (with the exception
of worker's  compensation  insurance to the extent not available under statutory
law), shall designate Lessor,  Remainderman and Lender as additional insureds as
their  interests  may  appear  and shall be  payable  as set forth in Section 21
hereof. All such policies shall be written as primary policies, with deductibles
not to exceed 10% of the amount of coverage.  Any other policies,  including any
policy now or hereafter carried by Lessor,  Remainderman or Lender,  shall serve
as excess coverage.  Lessee shall procure policies for all insurance for periods
of not less than one year and shall provide to Lessor,  Remainderman  and Lender
certificates  of  insurance  or,  upon the  request of Lessor,  Remainderman  or
Lender,  duplicate  originals of insurance  policies  evidencing  that insurance
satisfying  the  requirements  of this Lease is in effect at all  times.  In the


                                       15
<PAGE>
event of any transfer by Lessor of Lessor's interest in any of the Properties or
any financing or refinancing of Lessor's  interest in any of the Properties,  or
by Remainderman  of  Remainderman's  interest in any of the  Properties,  Lessee
shall, upon not less than ten (10) days' prior written notice, deliver to Lessor
and Remainderman or any Lender  providing such financing or refinancing,  as the
case may be,  certificates of all insurance  required to be maintained by Lessee
hereunder  naming  such  transferee  or such  Lender,  as the case may be, as an
additional  insured to the extent  required  herein  effective as of the date of
such transfer, financing or refinancing.

     13. Tax and Insurance  Impound.  Upon the occurrence of an Event of Default
resulting  from the failure of Lessee to perform  any  monetary  obligation  due
under this Lease, including,  without limitation, the failure to pay Base Annual
Rental, Additional Rental and/or taxes, assessments and/or insurance premiums as
contemplated  by this  Lease,  Lessor may  require  Lessee to pay to Lessor sums
which will provide an impound  account  (which shall not be deemed a trust fund)
for  paying  up to the next  one year of  taxes,  assessments  and/or  insurance
premiums for each of the Properties. Upon such requirement, Lessor will estimate
the amounts  needed for such  purposes and will notify Lessee to pay the same to
Lessor in equal monthly installments,  as nearly as practicable,  in addition to
all other sums due under this Lease.  Should additional funds be required at any
time, Lessee shall pay the same to Lessor on demand.  Lessee shall advise Lessor
of all taxes and insurance  bills which are due and shall  cooperate  fully with
Lessor  in  assuring  that the same are paid  timely.  Lessor  may  deposit  all
impounded  funds in  accounts  insured by any  federal  or state  agency and may
commingle such funds with other funds and accounts of Lessor.  Interest or other
gains from such funds,  if any,  shall be the sole  property  of Lessor.  In the
event of any default by Lessee, Lessor may apply all impounded funds against any
sums due from Lessee to Lessor. Lessor shall give to Lessee an annual accounting
showing all credits and debits to and from such  impounded  funds  received from
Lessee.

     14.  Payment  of Rental  and Other  Sums.  All  rental and other sums which
Lessee is required to pay  hereunder  shall be the  unconditional  obligation of
Lessee and shall be  payable in full when due  without  any  setoff,  abatement,
deferment,  deduction or counterclaim whatsoever.  Upon execution of this Lease,
Lessee shall establish  arrangements whereby payments of the Base Monthly Rental
and impound  payments,  if any, are  transferred by wire or other means directly
from  Lessee's  bank  account  to such  account  as Lessor  may  designate.  Any
delinquent  payment  (that is, any payment not made  within five  calendar  days
after the date when due) shall, in addition to any other remedy of Lessor, incur
a late charge of 5% (which late charge is intended to compensate  Lessor for the
cost of  handling  and  processing  such  delinquent  payment  and should not be
considered  interest) and bear interest at the Default Rate, such interest to be
computed  from and including the date such payment was due through and including
the  date of the  payment;  provided,  however,  in no  event  shall  Lessee  be
obligated to pay a sum of late charge and interest higher than the maximum legal
rate then in effect.

     15. Use.  Except as set forth below,  each of the Properties  shall be used
solely  for the  operation  of a  Permitted  Facility  in  accordance  with  the
standards of operations then in effect on a system-wide  basis, and for no other
purpose.  Lessee shall occupy the  Properties  promptly  following the Effective
Date and,  except as set forth below and except  during  periods when any of the
Properties is  untenantable  by reason of fire or other casualty or condemnation
(provided,  however,  during all such  periods  while any of the  Properties  is
untenantable,  Lessee shall  strictly  comply with the terms and  conditions  of
Section  21 of this  Lease),  Lessee  shall at all times  during  the Lease Term
occupy each of the Properties and shall diligently  conduct its business on each
of the Properties as a Permitted  Facility.  Lessee may cease diligent operation
of business at any of the  Properties for a period not to exceed 90 days and may
do so only once with respect to each Property within any five-year period during
the Lease Term.  If Lessee  does  discontinue  operation  as  permitted  by this
Section,  Lessee  shall (i) give written  notice to Lessor  within 10 days after
Lessee  elects  to  cease  operation,   (ii)  provide  adequate  protection  and


                                       16
<PAGE>
maintenance  of any such  Properties  during any period of vacancy and (iii) pay
all costs  necessary to restore such  Properties  to their  condition on the day
operation of the business  ceased at such time as such  Properties  are reopened
for Lessee's business  operations or other substituted use approved by Lessor as
contemplated  below.  Notwithstanding  anything  herein to the contrary,  Lessee
shall pay the Base  Monthly  Rental on the first day of each  month  during  any
period in which Lessee discontinues operation.

     Lessee  shall not, by itself or through any  assignment,  sublease or other
type of transfer,  convert any of the Properties to a use other than a Permitted
Facility during the Lease Term without Lessor's consent, which consent shall not
be  unreasonably  withheld or  delayed.  Lessor may  consider  any or all of the
following in determining  whether to grant its consent,  without being deemed to
be  unreasonable:  (i) whether  the rental  paid to Lessor  would be equal to or
greater than the  anticipated  rental  assuming  continued  existing  use,  (ii)
whether the proposed  rental to be paid to Lessor is reasonable  considering the
converted  use of the  Properties  and the  customary  rental  prevailing in the
community for such use, (iii) whether the converted use will be consistent  with
the highest and best use of the  Properties,  and (iv) whether the converted use
will increase Lessor's risks or decrease the value of the Properties.

     16.  Compliance with Laws,  Restrictions,  Covenants and  Encumbrances.  A.
Lessee's  use  and  occupation  of  each of the  Properties,  and the  condition
thereof,  shall,  at  Lessee's  sole cost and  expense,  comply  fully  with all
Applicable  Regulations  and all  restrictions,  covenants and  encumbrances  of
record  with  respect  to each  of the  Properties.  In  addition  to the  other
requirements of this Section,  Lessee shall,  at all times  throughout the Lease
Term, comply with all Applicable Regulations.

     B. Lessee will not permit any act or  condition to exist on or about any of
the Properties which will increase any insurance rate thereon,  except when such
acts are required in the normal  course of its business and Lessee shall pay for
such increase.

     C. Without limiting the generality of the other provisions of this Section,
Lessee  agrees that it shall be  responsible  for complying in all respects with
the  Americans  with  Disabilities  Act of 1990, as such act may be amended from
time to time, and all  regulations  promulgated  thereunder  (collectively,  the
"ADA"),  as it affects the  Properties,  including,  but not limited to,  making
required   "readily   achievable"   changes  to  remove  any   architectural  or
communications  barriers,  and providing auxiliary aides and services within the
Properties.  Lessee  further  agrees  that any and all  alterations  made to the
Properties  during the Lease Term will comply with the  requirements of the ADA.
All plans for alterations which must be submitted to Lessor under the provisions
of Section 18 must  include a statement  from a licensed  Architect  or Engineer
certifying that they have reviewed the plans, and that the plans comply with all
applicable  provisions  of the ADA.  Any  subsequent  approval or consent to the
plans by Lessor shall not be deemed to be a representation of Lessor's part that
the plans comply with the ADA, which obligation shall remain with Lessee. Lessee
agrees that it will defend,  indemnify and hold harmless the Indemnified Parties
from and  against  any and all Losses  caused by,  incurred  or  resulting  from
Lessee's failure to comply with its obligations under this Section.

     D. Lessee represents and warrants to Lessor and Environmental Insurer as of
the Effective Date, except as disclosed in the Questionnaires, as follows:

     (i) None of the  Properties  nor Lessee are in violation of, or subject to,
any pending or threatened investigation or inquiry by any Governmental Authority
or  to  any  remedial   obligations  under  any  Environmental  Laws,  and  this
representation  and  warranty  would  continue to be true and correct  following
disclosure to the applicable  Governmental  Authorities  of all relevant  facts,
conditions and circumstances, if any, pertaining to the Properties.

     (ii) No permits,  licenses or similar authorizations to construct,  occupy,
operate or use any  buildings,  improvements,  fixtures and equipment  forming a


                                       17
<PAGE>
part of any of the  Properties  by  reason of any  Environmental  Laws have been
obtained or are required to be obtained.

     (iii)  No  Hazardous  Materials  have  been  used,  handled,  manufactured,
generated,  produced, stored, treated,  processed,  transferred,  disposed of or
otherwise Released in, on, under, from or about any of the Properties, except in
De Minimis Amounts.

     (iv) The Properties do not contain  Hazardous  Materials,  other than in De
Minimis Amounts, or underground storage tanks.

     (v) There is no threat of any Release migrating to any of the Properties.

     (vi) There is no past or present non-compliance with Environmental Laws, or
with permits issued pursuant thereto, in connection with any of the Properties.

     (vii)  Lessee  has not  received  any  written  or  oral  notice  or  other
communication  from  any  person  or  entity  (including  but not  limited  to a
Governmental  Authority) relating to Hazardous Materials or Remediation thereof,
of possible liability of any person or entity pursuant to any Environmental Law,
other environmental conditions in connection with any of the Properties,  or any
actual or potential  administrative  or judicial  proceedings in connection with
any of the foregoing.

     (viii) Lessee has truthfully and fully provided to Lessor, in writing,  any
and all information  relating to environmental  conditions in, on, under or from
the  Properties  that is known to Lessee and that is contained in Lessee's files
and  records,  including  but not limited to any reports  relating to  Hazardous
Materials in, on, under or from any of the Properties.

     (ix) All uses and operations on or of the Properties,  whether by Lessee or
any other person or entity,  have been in compliance with all Environmental Laws
and permits issued pursuant  thereto;  there have been no Releases in, on, under
or from any of the  Properties,  except  in De  Minimis  Amounts;  there  are no
Hazardous Materials in, on, or under any of the Properties, except in De Minimis
Amounts; and the Properties have been kept free and clear of all liens and other
encumbrances  imposed  pursuant  to any  Environmental  Law (the  "Environmental
Liens").  Lessee  has  not  allowed  any  tenant  or  other  user  of any of the
Properties to do any act that  materially  increased the dangers to human health
or the environment,  posed an unreasonable  risk of harm to any person or entity
(whether on or off the Properties), impaired the value of any of the Properties,
is contrary to any  requirement of any insurer,  constituted a public or private
nuisance,  constituted waste, or violated any covenant, condition,  agreement or
easement applicable to any of the Properties.

     E. Lessee  covenants to Lessor and  Environmental  Insurer during the Lease
Term that:  (i) the  Properties  shall not be in  violation of or subject to any
investigation  or  inquiry  by any  Governmental  Authority  or to any  remedial
obligations under any Environmental  Laws. If any such  investigation or inquiry
is initiated,  Lessee shall promptly notify Lessor; (ii) all uses and operations
on or of each of the  Properties,  whether  by  Lessee  or any  other  person or
entity,  shall be in compliance with all  Environmental  Laws and permits issued
pursuant thereto;  (iii) there shall be no Releases in, on, under or from any of
the Properties,  except in De Minimis Amounts;  (iv) there shall be no Hazardous
Materials in, on, or under any of the Properties,  except in De Minimis Amounts;
(v) Lessee shall keep each of the Properties free and clear of all Environmental
Liens,  whether  due to any act or  omission  of Lessee  or any other  person or
entity; (vi) Lessee shall, at its sole cost and expense, fully and expeditiously
cooperate in all  activities  pursuant to subsection F below,  including but not
limited to providing all relevant information and making  knowledgeable  persons
available  for  interviews;  (vii) Lessee  shall,  at its sole cost and expense,
perform  any   environmental   site   assessment  or  other   investigation   of
environmental  conditions  in  connection  with any of the  Properties as may be
reasonably  requested by Lessor (including but not limited to sampling,  testing
and analysis of soil,  water,  air,  building  materials and other materials and


                                       18
<PAGE>
substances   whether   solid,   liquid  or  gas),  and  share  with  Lessor  and
Environmental  Insurer  the  reports  and other  results  thereof,  and  Lessor,
Environmental  Insurer and the other  Indemnified  Parties  shall be entitled to
rely on such reports and other results thereof; (viii) Lessee shall, at its sole
cost and expense,  comply with all reasonable  written requests of Lessor to (1)
reasonably effectuate Remediation of any condition (including but not limited to
a Release)  in, on,  under or from any of the  Properties;  (2) comply  with any
Environmental   Law;  (3)  comply  with  any  directive  from  any  Governmental
Authority; and (4) take any other reasonable action necessary or appropriate for
protection of human health or the environment; (ix) Lessee shall not do or allow
any tenant or other user of any of the Properties to do any act that  materially
increases the dangers to human health or the environment,  poses an unreasonable
risk of harm to any person or entity (whether on or off any of the  Properties),
impairs or may impair the value of any of the  Properties,  is  contrary  to any
requirement  of  any  insurer,   constitutes  a  public  or  private   nuisance,
constitutes  waste, or violates any covenant,  condition,  agreement or easement
applicable to any of the  Properties;  and (x) Lessee shall  immediately  notify
Lessor in writing of (A) any presence of Releases or Threatened Releases in, on,
under, from or migrating towards any of the Properties;  (B) any  non-compliance
with any Environmental Laws related in any way to any of the Properties; (C) any
actual or potential Environmental Lien; (D) any required or proposed Remediation
of  environmental  conditions  relating  to any of the  Properties;  and (E) any
written or oral notice or other communication of which Lessee becomes aware from
any source  whatsoever  (including but not limited to a Governmental  Authority)
relating in any way to Hazardous  Materials  or  Remediation  thereof,  possible
liability  of any person or entity  pursuant  to any  Environmental  Law,  other
environmental conditions in connection with any of the Properties, or any actual
or potential  administrative or judicial proceedings in connection with anything
referred to in this Section.

     F.  Lessor,  Lender,  Environmental  Insurer and any other person or entity
designated  by  Lessor,   including  but  not  limited  to  any  receiver,   any
representative of a Governmental  Authority,  and any environmental  consultant,
shall have the right,  but not the  obligation,  to enter upon the Properties at
all reasonable  times  (including,  without  limitation,  in connection with any
Securitization,  Participation or Transfer or in connection with a proposed sale
or conveyance of any of the  Properties or a proposed  financing or  refinancing
secured by any of the  Properties  or in  connection  with the  exercise  of any
remedies set forth in this Lease, the Mortgages or the other Loan Documents,  as
applicable) to assess any and all aspects of the environmental  condition of the
Properties   and  its  use,   including  but  not  limited  to  conducting   any
environmental assessment or audit (the scope of which shall be determined in the
sole and absolute  discretion of the party conducting the assessment) and taking
samples of soil,  groundwater or other water,  air, or building  materials,  and
conducting  other invasive  testing;  provided,  however,  that any such persons
(except in  emergencies)  shall use  reasonable  efforts to  undertake  any such
assessments or  investigations so as to minimize the impact on Lessee's business
operations at the Properties.  Lessee shall cooperate with and provide access to
Lessor, Lender,  Environmental Insurer and any other person or entity designated
by Lessor. Any such assessment and investigation  shall be at Lessee's sole cost
and expense.

     G. Lessee shall, at its sole cost and expense,  protect, defend, indemnify,
release and hold harmless each of the Indemnified  Parties for, from and against
any and all Losses  (excluding  Losses suffered by an Indemnified Party directly
arising out of such Indemnified  Party's gross negligence or willful misconduct;
provided,  however,  that the term "gross  negligence"  shall not include  gross
negligence  imputed as a matter of law to any of the Indemnified  Parties solely
by reason of the Lessor's  interest in any of the Properties or Lessor's failure
to act in respect of matters  which are or were the  obligation  of Lessee under
this Lease) and costs of  Remediation  (whether or not  performed  voluntarily),
engineers'  fees,  environmental  consultants'  fees, and costs of investigation
(including but not limited to sampling,  testing,  and analysis of soil,  water,
air, building materials and other materials and substances whether solid, liquid
or gas) imposed upon or incurred by or asserted against any Indemnified Parties,


                                       19
<PAGE>
and directly or  indirectly  arising out of or in any way relating to any one or
more of the  following:  (i) any  presence of any  Hazardous  Materials  in, on,
above,  or under any of the  Properties;  (ii) any past or  present  Release  or
Threatened Release in, on, above, under or from any of the Properties; (iii) any
activity  by Lessee,  any person or entity  affiliated  with Lessee or any other
tenant or other user of any of the  Properties  in  connection  with any actual,
proposed or threatened use, treatment, storage, holding, existence,  disposition
or other Release, generation, production,  manufacturing,  processing, refining,
control, management, abatement, removal, handling, transfer or transportation to
or from any of the Properties of any Hazardous Materials at any time located in,
under,  on or above any of the  Properties;  (iv) any  activity  by Lessee,  any
person or entity affiliated with Lessee or any other tenant or other user of any
of the Properties in connection  with any actual or proposed  Remediation of any
Hazardous  Materials  at any time  located  in,  under,  on or above  any of the
Properties, whether or not such Remediation is voluntary or pursuant to court or
administrative  order,  including  but not limited to any  removal,  remedial or
corrective  action;  (v) any  past,  present  or  threatened  non-compliance  or
violations  of  any  Environmental  Laws  (or  permits  issued  pursuant  to any
Environmental  Law) in  connection  with  any of the  Properties  or  operations
thereon,  including  but not  limited to any  failure  by Lessee,  any person or
entity  affiliated  with Lessee or any other  tenant or other user of any of the
Properties to comply with any order of any Governmental  Authority in connection
with any  Environmental  Laws; (vi) the  imposition,  recording or filing or the
threatened imposition, recording or filing of any Environmental Lien encumbering
any of the  Properties;  (vii) any  administrative  processes or  proceedings or
judicial  proceedings  in any way  connected  with any matter  addressed in this
Section;  (viii) any past,  present or threatened  injury to,  destruction of or
loss of  natural  resources  in any way  connected  with any of the  Properties,
including  but not  limited  to costs to  investigate  and assess  such  injury,
destruction or loss;  (ix) any acts of Lessee,  any person or entity  affiliated
with Lessee or any other  tenant or user of any of the  Properties  in arranging
for disposal or treatment,  or arranging  with a  transporter  for transport for
disposal or treatment,  of Hazardous Materials owned or possessed by Lessee, any
person or entity  affiliated  with Lessee or any other  tenant or user of any of
the  Properties,  at any  facility or  incineration  vessel owned or operated by
another person or entity and containing such or similar Hazardous Materials; (x)
any acts of Lessee,  any person or entity  affiliated  with  Lessee or any other
tenant or user of any of the  Properties,  in accepting any Hazardous  Materials
for transport to disposal or treatment facilities, incineration vessels or sites
selected  by Lessee,  any person or entity  affiliated  with Lessee or any other
tenant or user of any of the  Properties,  from which  there is a Release,  or a
Threatened  Release of any Hazardous  Materials  which causes the  incurrence of
costs for  Remediation;  (xi) any personal  injury,  wrongful death, or property
damage  arising under any statutory or common law or tort law theory,  including
but not limited to damages  assessed for the  maintenance of a private or public
nuisance or for the  conducting of an abnormally  dangerous  activity on or near
any of the  Properties;  and (xii) any  misrepresentation  or  inaccuracy in any
representation  or  warranty  or  material  breach or  failure  to  perform  any
covenants or other obligations pursuant to this Section.

     H. The  obligations  of Lessee and the rights and  remedies of Lessor under
the foregoing subsections D through G shall survive the termination,  expiration
and/or release of this Lease.

     17. Condition of Properties;  Maintenance. Lessee, at its own expense, will
maintain all parts of each of the Properties in good repair and sound condition,
except for  ordinary  wear and tear,  and will take all action and will make all
structural  and  non-structural,   foreseen  and  unforeseen  and  ordinary  and
extraordinary  changes  and  repairs  which may be required to keep all parts of
each of the  Properties  in good repair and sound  condition.  Lessee waives any
right to (i) require  Lessor to  maintain,  repair or rebuild all or any part of
any of the Properties or (ii) make repairs at the expense of Lessor, pursuant to
any Applicable Regulations at any time in effect.

     18. Waste; Alterations and Improvements.  Lessee shall not commit actual or


                                       20
<PAGE>
constructive  waste  upon any of the  Properties.  Lessee  shall  not  alter the
exterior,  structural,  plumbing or electrical elements of any of the Properties
in any  manner  without  the  consent  of  Lessor,  which  consent  shall not be
unreasonably withheld or conditioned (it being understood and agreed that to the
extent  Lessor is required to obtain the  approval of Lender with respect to any
such  alterations,  Lessor  shall  in no event be  deemed  to have  unreasonably
withheld  Lessor's  approval thereof if Lender shall not have given its approval
if required);  provided, however, Lessee may undertake nonstructural alterations
to any of the Properties  costing less than $50,000.00 without Lessor's consent.
If Lessor's  consent is required  hereunder and Lessor consents to the making of
any  such   alterations,   the  same  shall  be  made  according  to  plans  and
specifications approved by Lessor and subject to such other conditions as Lessor
shall require.  All alterations shall be made by Lessee at Lessee's sole expense
by licensed  contractors  and in accordance  with all applicable  laws governing
such  alterations.  Any  work at any  time  commenced  by  Lessee  on any of the
Properties  shall  be  prosecuted  diligently  to  completion,  shall be of good
workmanship  and  materials  and shall  comply  fully with all the terms of this
Lease. Upon completion of any alterations,  Lessee shall promptly provide Lessor
with (i) evidence of full payment to all laborers and  materialmen  contributing
to the alterations,  (ii) an architect's  certificate certifying the alterations
to have been completed in conformity with the plans and specifications,  (iii) a
certificate  of  occupancy  (if the  alterations  are of such a nature  as would
require  the  issuance  of a  certificate  of  occupancy),  and (iv)  any  other
documents or  information  reasonably  requested  by Lessor.  Any addition to or
alteration of any of the Properties shall  automatically be deemed a part of the
Properties and belong to Lessor,  and Lessee shall execute and deliver to Lessor
such  instruments  as Lessor may require to evidence the  ownership by Lessor of
such  addition  or  alteration.  Lessee  shall  execute  and file or record,  as
appropriate,   a  "Notice  of  Non-Responsibility,"  or  any  equivalent  notice
permitted under applicable law in the states where the applicable Properties are
located.

     19.  Indemnification.  Lessee  shall  indemnify,  protect,  defend and hold
harmless  each of the  Indemnified  Parties  from and against any and all Losses
(excluding  Losses  suffered by an  Indemnified  Party  arising out of the gross
negligence or willful misconduct of such Indemnified Party;  provided,  however,
that the term "gross negligence" shall not include gross negligence imputed as a
matter of law to any of the Indemnified Parties solely by reason of the Lessor's
interest  in any of the  Properties  or  Lessor's  failure  to act in respect of
matters which are or were the  obligation of Lessee under this Lease) caused by,
incurred or resulting  from Lessee's  operations of or relating in any manner to
any  of  the   Properties,   whether   relating  to  their  original  design  or
construction,  latent  defects,  alteration,  maintenance,  use by Lessee or any
person thereon,  supervision or otherwise, or from any breach of, default under,
or failure  to  perform,  any term or  provision  of this  Lease by Lessee,  its
officers,  employees, agents or other persons, or to which any Indemnified Party
is  subject  because  of  Lessor's  or  Remainderman's  interest  in  any of the
Properties, including, without limitation, Losses arising from (1) any accident,
injury to or death of any person or loss of or damage to property  occurring in,
on or  about  any of the  Properties  or  portion  thereof  or on the  adjoining
sidewalks,  curbs,  parking  areas,  streets  or ways,  (2) any use,  non-use or
condition  in,  on or  about,  or  possession,  alteration,  repair,  operation,
maintenance or management of, any of the Properties or any portion thereof or on
the  adjoining  sidewalks,  curbs,  parking  areas,  streets  or  ways,  (3) any
representation or warranty made herein by Lessee,  in any certificate  delivered
in connection  herewith or in any other  agreement to which Lessee is a party or
pursuant  thereto being false or  misleading  in any material  respect as of the
date of such  representation  or warranty was made, (4) performance of any labor
or services or the  furnishing of any materials or other  property in respect to
any of the  Properties or any portion  thereof,  (5) any taxes,  assessments  or
other  charges  which Lessee is required to pay under  Section 10, (6) any lien,
encumbrance  or claim arising on or against any of the Properties or any portion
thereof under any Applicable  Regulation or otherwise  which Lessee is obligated
hereunder to remove and discharge,  or the failure to comply with any Applicable
Regulation, (7) the claims of any invitees,  patrons, licensees or subtenants of


                                       21
<PAGE>
all or any  portion of any of the  Properties  or any Person  acting  through or
under Lessee or otherwise  acting under or as a consequence of this Lease or any
sublease,  (8)  any  act or  omission  of  Lessee  or its  agents,  contractors,
licensees,  subtenants or invitees,  (9) any contest  referred to in Section 10,
(10) the sale of  liquor,  beer or wine on any of the  Properties,  and (11) the
Consent  Agreement.   It  is  expressly  understood  and  agreed  that  Lessee's
obligations   under  this  Section  shall  survive  the  expiration  or  earlier
termination of this Lease for any reason.

     20. Quiet Enjoyment.  So long as Lessee shall pay the rental and other sums
herein  provided  and shall keep and  perform  all of the terms,  covenants  and
conditions  on its  part  herein  contained,  Lessee  shall  have,  subject  and
subordinate  to Lessor's  rights  herein,  the right to the  peaceful  and quiet
occupancy of the Properties. Notwithstanding the foregoing, however, in no event
shall  Lessee be  entitled  to bring any action  against  Lessor to enforce  its
rights hereunder if an Event of Default shall have occurred and be continuing.

     21. Condemnation or Destruction.  A. In the event of a taking of all or any
part of any of the  Properties  for any  public or  quasi-public  purpose by any
lawful power or authority  by exercise of the right of  condemnation  or eminent
domain or by agreement  between Lessor,  Lessee and those authorized to exercise
such right  ("Taking") or the  commencement  of any  proceedings or negotiations
which  might  result in a Taking or any damage to or  destruction  of any of the
Properties or any part thereof (a "Casualty"), Lessee will promptly give written
notice  thereof to Lessor,  generally  describing  the nature and extent of such
Taking,  proceedings,  negotiations  or  Casualty  and  including  copies of any
documents or notices received in connection therewith.  Thereafter, Lessee shall
promptly send Lessor copies of all  correspondence and pleadings relating to any
such Taking, proceedings, negotiations or Casualty.

     B. In the  event of (i) a  Taking  of the  whole of any of the  Properties,
other than for temporary use, (ii) a Taking of  substantially  all of any of the
Properties  (other than for temporary  use) that results in Lessee making a good
faith  determination  that the restoration and continued use of the remainder of
such Property as a Permitted Facility would be uneconomic (each of (i) and (ii),
a  "Total  Taking"),  or (iii) a  Casualty  of  substantially  all of any of the
Properties  that results in Lessee  making a good faith  determination  that the
restoration and continued use of such Property as a Permitted  Facility would be
uneconomic (a "Total Casualty"),  Lessor shall be entitled to receive the entire
award,  insurance proceeds or payment in connection  therewith without deduction
for any estate vested in Lessee by this Lease.  Lessee hereby expressly  assigns
to Lessor  all of its right,  title and  interest  in and to every  such  award,
insurance  proceeds or payment  and agrees that Lessee  shall not be entitled to
any award,  insurance  proceeds or payment  for the value of Lessee's  leasehold
interest in this Lease.  Lessee shall be entitled to claim and receive any award
or payment from the  condemning  authority  expressly  granted for the taking of
Personalty  (other than  Personalty  owned by Lessor),  the  interruption of its
business and moving expenses, but only if such claim or award does not adversely
affect or interfere with the  prosecution of Lessor's claim for the Total Taking
or  otherwise  reduce the  amount  recoverable  by Lessor for the Total  Taking.
Lessee  shall be  entitled  to claim and receive  any  insurance  proceeds  with
respect  to  the  Personalty  (other  than  Personalty  owned  by  Lessor),  the
interruption  of its  business  and moving  expenses,  but only if such claim or
proceeds does not adversely affect or interfere with the prosecution of Lessor's
claim for the Total  Casualty  or  otherwise  reduce the amount  recoverable  by
Lessor for the Total Casualty.

     In the event of a Total  Taking or Total  Casualty,  Lessee  shall have the
right to terminate this Lease with respect to the applicable  Property by notice
(the  "Termination  Notice")  given to Lessor  not later  than 30 days after the
Total Taking or Total Casualty, as applicable.  The Termination Notice must: (i)
specify  a date  on  which  this  Lease  with  respect  to such  Property  shall
terminate,  which date shall be the last day of a calendar  month  occurring not
earlier  than 120 days and not later  than 150 days after the  delivery  of such
notice (the "Early Termination  Date");  (ii) contain a certificate  executed by


                                       22
<PAGE>
the  president,  chief  financial  officer  or  treasurer  of  Lessee  which (X)
describes the Total Taking or Total  Casualty,  (Y) represents and warrants that
either the whole of such Property has been taken, or that  substantially  all of
such  Property has been taken and Lessee has  determined  in good faith that the
restoration  and  continued use of the remainder of such Property as a Permitted
Facility would be  uneconomic,  or that  substantially  all of such Property has
been  damaged or  destroyed  and Lessee  has  determined  in good faith that the
restoration and continued use of such Property as a Permitted  Facility would be
uneconomic,  and (Z)  contains a covenant by Lessee that  neither  Lessee or any
Affiliate of Lessee will use such Property for a period of 2 years following the
Early  Termination  Date;  and (iii) if the Early  Termination  Date shall occur
prior to the  commencement  of any  extension  options  which  may be  exercised
pursuant to Section 27,  contain either (X) an  irrevocable  rejectable  written
offer (the "Rejectable  Offer") of Lessee to purchase  Lessor's interest in such
Property  and in the net award for such Total Taking or net  insurance  proceeds
for such Total  Casualty,  as applicable,  after  deducting all costs,  fees and
expenses  incident  to the  collection  thereof  (the "Net  Award") on the Early
Termination  Date for a purchase  price equal to the  Stipulated  Loss Value (as
defined  below) for such  Property,  or (Y) a Rejectable  Substitution  Offer to
substitute a Substitute  Property  satisfying  the  applicable  requirements  of
Section 56.A for such Property and Lessor's  interest in the Net Award.  As used
herein,  the term  "Stipulated Loss Value" shall mean the sum of (a) the product
of the percentage  specified on Schedule I attached hereto which  corresponds to
the Early  Termination  Date multiplied by the Purchase Price for such Property,
plus  (b)  all  Base  Annual  Rental,  Additional  Rental  and  other  sums  and
obligations  then due and payable under this Lease,  plus, (c) in the event of a
Total Casualty only,  the  Prepayment  Charge.  In the event of a termination of
this Lease with  respect to a Property  pursuant to this Section 21.B which does
involve the  acceptance  (or deemed  acceptance)  of a  Rejectable  Substitution
Offer, the Base Annual Rental then in effect shall be reduced by an amount equal
to the  product  of (x)  the  Applicable  Rent  Reduction  Percentage  for  such
Property, and (y) the Base Annual Rental then in effect.

     If the Early  Termination Date shall occur prior to the commencement of any
extension  options  which may be exercised  pursuant to Section 27, Lessor shall
have 90 days from the  delivery of the  Termination  Notice to deliver to Lessee
written notice of its election to either accept or reject any  Rejectable  Offer
or Rejectable  Substitution Offer contained in the Termination Notice.  Lessor's
failure  to deliver  such  notice  within  such time  period  shall be deemed to
constitute Lessor's acceptance of the applicable  Rejectable Offer or Rejectable
Substitution  Offer.  If the Mortgage  corresponding  to such  Property is still
outstanding,  any rejection of the Rejectable  Offer or Rejectable  Substitution
Offer by Lessor shall not be  effective  unless it is consented to in writing by
the Lender.

     If Lessor  accepts the  Rejectable  Offer or is deemed to have accepted the
Rejectable  Offer or if any rejection of the  Rejectable  Offer by Lessor is not
consented  to in writing by the Lender,  then,  on the Early  Termination  Date,
Lessor shall sell and convey,  and Lessee shall  purchase for the purchase price
described above,  Lessor's interest in such Property and the Net Award. Lessee's
obligations  under  this  Lease  with  respect  to such  Property  shall  not be
terminated until the applicable  Stipulated Loss Value,  the Prepayment  Charges
and all Base Annual  Rental,  Additional  Rental and other sums and  obligations
then due and payable under this Lease are paid in full.  Upon such payment,  (i)
Lessor shall convey such Property to Lessee "as-is" by quit-claim deed,  subject
to all matters of record (except for the Mortgage corresponding to such Property
and any other  consensual  liens  granted by Lessor other than those  granted by
Lessor at the request of Lessee),  and without  representation or warranty,  and
(ii) all  obligations  of either party  hereunder  with respect to such Property
shall  cease as of the  Early  Termination  Date,  provided,  however,  Lessee's
obligations  to Lessor under any  indemnification  provisions of this Lease with
respect to such Property (including, without limitation, Sections 16 and 19) and
Lessee's  obligations  to pay any sums  (whether  payable  to  Lessor or a third
party)  accruing  under this Lease with  respect to such  Property  prior to the
Early  Termination Date shall survive the termination of this Lease with respect


                                       23
<PAGE>
to such Property.  This Lease shall, however,  continue in full force and effect
with respect to all other Properties.

     If Lessor  accepts the Rejectable  Substitution  Offer or is deemed to have
accepted the Rejectable Substitution Offer or if any rejection of the Rejectable
Substitution Offer by Lessor is not consented to in writing by the Lender, then,
on the Early Termination Date, Lessee shall complete such substitution, subject,
however,  to the satisfaction of each of the applicable terms and conditions set
forth in this Section 56. Upon such substitution (i) Lessee shall be entitled to
claim  and  receive  the Net  Award and (ii) all  obligations  of  either  party
hereunder  with respect to the  Property  being  replaced  shall cease as of the
Early Termination Date, provided,  however, Lessee's obligations to Lessor under
any  indemnification  provisions  of this  Lease with  respect to such  Property
(including, without limitation,  Sections 16 and 19) and Lessee's obligations to
pay any sums (whether  payable to Lessor or a third party)  accruing  under this
Lease with respect to such Property  prior to the Early  Termination  Date shall
survive the termination of this Lease with respect to such Property.  This Lease
shall,  however,  continue  in full force and effect  with  respect to all other
Properties.

     Lessee  shall be  solely  responsible  for the  payment  of all  costs  and
expenses  incurred in  connection  with the  conveyance  of a Property to Lessee
pursuant  to this  Section  21,  including,  without  limitation,  to the extent
applicable,  the cost of title insurance,  survey charges, stamp taxes, mortgage
taxes,  transfer fees,  escrow and recording fees,  taxes imposed on Lessor as a
result of such  conveyance,  taxes imposed in connection  with the transfer of a
Property to Lessee or the  termination  of this Lease with respect to a Property
pursuant to the provisions of this Section 21, Lessee's  attorneys' fees and the
reasonable attorneys' fees and expenses of counsel to Lessor and Lender.

     If Lessor rejects the Rejectable Offer or Rejectable Substitution Offer and
such rejection is consented to by Lender or if the Early  Termination Date shall
occur after the  commencement  of any extension  options  exercised  pursuant to
Section 27,  then (i) the Net Award shall be paid to and belong to Lessor,  (ii)
on the Early  Termination  Date,  Lessee  shall pay to  Lessor  all Base  Annual
Rental,  Additional  Rental and other sums and obligations  then due and payable
under this Lease,  and (iii) all  obligations  of either party  hereunder  shall
cease as of the Early Termination Date with respect to the applicable  Property,
provided,  however, Lessee's obligations to Lessor with respect to such Property
under any indemnification provisions of this Lease with respect to such Property
(including, without limitation,  Sections 16 and 19) and Lessee's obligations to
pay any sums (whether  payable to Lessor or a third party)  accruing  under this
Lease with respect to such Property  prior to the Early  Termination  Date shall
survive the termination of this Lease.  This Lease shall,  however,  continue in
full force and effect with respect to all other Properties.

     C. In the event of a Taking of all or any part of any of the Properties for
a temporary use ("Temporary Taking"),  this Lease shall remain in full force and
effect  without any reduction of Base Annual  Rental,  Additional  Rental or any
other sum payable hereunder.  Except as provided below, Lessee shall be entitled
to the entire award for a Temporary  Taking,  whether  paid by damages,  rent or
otherwise, unless the period of occupation and use by the condemning authorities
shall  extend  beyond the date of  expiration  of this Lease,  in which case the
award made for such Taking shall be apportioned  between Lessor and Lessee as of
the date of such  expiration.  At the termination of any such Temporary  Taking,
Lessee will, at its own cost and expense and pursuant to the terms of Section 18
above,  promptly  commence and complete the restoration of the Property affected
by such Temporary  Taking;  provided,  however,  Lessee shall not be required to
restore  such  Property if the Lease Term shall  expire  prior to, or within one
year after, the date of termination of such Temporary Taking,  and in such event
Lessor  shall be entitled  to recover all damages and awards  arising out of the
failure of the  condemning  authority to repair and restore such Property at the
expiration of such Temporary Taking.

     D. In the  event of a Taking  which is not a Total  Taking  or a  Temporary


                                       24
<PAGE>
Taking  ("Partial  Taking")  or of a Casualty  which is not a Total  Casualty (a
"Partial  Casualty"),  all  awards,  compensation  or  damages  shall be paid to
Lessor,  and  Lessor  shall  have the  option to (i)  terminate  this Lease with
respect to the  Property  affected,  provided  that Lessor  shall have  obtained
Lender's prior written consent,  by notifying Lessee within 60 days after Lessee
gives  Lessor  notice of such  Partial  Casualty or that title has vested in the
taking  authority or (ii) continue this Lease in effect,  which  election may be
evidenced by either a notice from Lessor to Lessee or Lessor's failure to notify
Lessee  that  Lessor has elected to  terminate  this Lease with  respect to such
Property within such 60-day period.  Lessee shall have a period of 60 days after
Lessor's notice that it has elected to terminate this Lease with respect to such
Property  during  which to elect to  continue  this Lease  with  respect to such
Property on the terms herein provided.  If Lessor elects to terminate this Lease
with respect to such  Property and Lessee does not elect to continue  this Lease
with respect to such  Property or shall fail during such 60-day period to notify
Lessor of Lessee's  intent to continue this Lease with respect to such Property,
then this Lease shall terminate with respect to such Property as of the last day
of the month during  which such period  expired.  Lessee shall then  immediately
vacate and surrender such Property,  all  obligations of either party  hereunder
with  respect  to such  Property  shall  cease  as of the  date  of  termination
(provided,  however,  Lessee's  obligations to Lessor under any  indemnification
provisions  of this Lease  with  respect to such  Property  (including,  without
limitation,  Sections  16 and 19) and  Lessee's  obligations  to pay Base Annual
Rental,  Additional  Rental and all other sums  (whether  payable to Lessor or a
third party)  accruing  under this Lease with respect to such Property  prior to
the date of termination  shall survive such  termination)  and Lessor may retain
all such awards, compensation or damages. The Lease shall continue in full force
and  effect  with  respect  to all other  Properties.  If Lessor  elects  not to
terminate  this Lease  with  respect to such  Property,  or if Lessor  elects to
terminate this Lease with respect to such Property but Lessee elects to continue
this Lease with respect to such Property, then this Lease shall continue in full
force and effect on the following terms: (i) all Base Annual Rental,  Additional
Rental  and other sums and  obligations  due under  this  Lease  shall  continue
unabated,  and (ii) Lessee  shall  promptly  commence and  diligently  prosecute
restoration of such Property to the same condition, as nearly as practicable, as
prior to such Partial Taking or Partial  Casualty as approved by Lessor.  Lessor
shall  promptly make  available in  installments  as  restoration  progresses an
amount up to but not exceeding the amount of any award,  compensation or damages
received by Lessor after deducting all costs,  fees and expenses incident to the
collection  thereof  (the "Net  Restoration  Amount"),  upon  request  of Lessee
accompanied by evidence  reasonably  satisfactory to Lessor that such amount has
been paid or is due and  payable  and is  properly a part of such costs and that
Lessee has complied  with the terms of Section 18 above in  connection  with the
restoration. Lessor shall be entitled to keep any portion of the Net Restoration
Amount which may be in excess of the cost of restoration,  subject to the rights
of Lender under the documents  evidencing  the Loans,  and Lessee shall bear all
additional  costs,  fees and expenses of such  restoration  in excess of the Net
Restoration  Amount. If this Lease is terminated with respect to any Property as
a result of a Partial  Casualty,  simultaneously  with such  termination  Lessee
shall pay Lessor an amount equal to the insurance deductible  applicable to such
Partial Casualty.

     E. Any loss under any property damage  insurance  required to be maintained
by Lessee shall be adjusted by Lessor and Lessee.  Any award relating to a Total
Taking or a Partial  Taking  shall be  adjusted by Lessor.  Notwithstanding  the
foregoing or any other  provisions  of this Section to the  contrary,  if at the
time of any Taking or any Casualty or at any time thereafter  Lessee shall be in
default under this Lease and such default shall be continuing,  Lessor is hereby
authorized  and empowered but shall not be obligated,  in the name and on behalf
of Lessee and otherwise,  to file and prosecute  Lessee's  claim, if any, for an
award on account of such  Taking or for  insurance  proceeds  on account of such
Casualty  and to  collect  such  award or  proceeds  and apply  the same,  after
deducting all costs,  fees and expenses incident to the collection  thereof,  to
the curing of such default and any other then existing  default under this Lease
and/or to the payment of any amounts  owed by Lessee to Lessor under this Lease,


                                       25
<PAGE>
in such order,  priority and proportions as Lessor in its discretion  shall deem
proper.

     F.  Notwithstanding  the  foregoing,  nothing  in this  Section 21 shall be
construed  as limiting or otherwise  adversely  affecting  the  representations,
warranties,  covenants  and  characterizations  set forth in  Lease,  including,
without limitation, those provisions set forth in Section 3 of this Lease.

     22. Inspection.  Lessor and its authorized  representatives  shall have the
right, upon giving reasonable  advance notice, to enter any of the Properties or
any part thereof at reasonable times and inspect the same and make  photographic
or other evidence  concerning  Lessee's compliance with the terms of this Lease.
Lessee hereby waives any claim for damages for any injury or inconvenience to or
interference with Lessee's business, any loss of occupancy or quiet enjoyment of
any of the  Properties  and any other loss  occasioned  by such entry so long as
Lessor shall have used reasonable efforts not to unreasonably interrupt Lessee's
normal business operations.  Lessee shall keep and maintain at the Properties or
Lessee's corporate  headquarters full, complete and appropriate books of account
and records of Lessee's  business  relating to the Properties in accordance with
GAAP.  Lessee's  books and records  shall be open for  inspection  at reasonable
times and upon reasonable notice by Lessor, Lender and their respective auditors
or other  authorized  representatives  and  shall  show such  information  as is
reasonably necessary to determine compliance with Lessor's obligations under the
Loan Documents.

     23.  Default,  Remedies  and Measure of Damages.  A. Each of the  following
shall be an event of default under this Lease (each, an "Event of Default"):

     (i) If any  representation or warranty of Lessee set forth in this Lease is
false in any material  respect,  or if Lessee  renders any  statement or account
which is false in any material respect;

     (ii) If any rent or other  monetary  sum due under  this  Lease is not paid
within five days from the date when due; provided, however,  notwithstanding the
occurrence of such an Event of Default, Lessor shall not be entitled to exercise
its  remedies  set forth below  unless and until  Lessor shall have given Lessee
notice  thereof and a period of five days from the delivery of such notice shall
have elapsed without such Event of Default being cured;

     (iii) If Lessee fails to pay, prior to delinquency,  any taxes, assessments
or other charges, the failure of which to pay will result in the imposition of a
lien  against any of the  Properties  or the rental or other  payments due under
this Lease or a claim against  Lessor,  unless Lessee is contesting  such taxes,
assessments or other charges in accordance  with the provisions of Section 10 of
this Lease;

     (iv) If Lessee or  Guarantor  becomes  insolvent  within the meaning of the
Code,  files or  notifies  Lessor  that it intends to file a petition  under the
Code,  initiates  a  proceeding  under any  similar  law or statute  relating to
bankruptcy,  insolvency,  reorganization,  winding  up or  adjustment  of  debts
(collectively,  hereinafter,  an  "Action"),  becomes  the  subject  of either a
petition under the Code or an Action which is not dissolved within 90 days after
filing, or is not generally paying its debts as the same become due;

     (v) If Lessee  vacates  or  abandons  any of the  Properties  other than in
accordance with the provisions of Section 15 of this Lease;

     (vi) If Lessee  fails to  observe  or  perform  any of the other  covenants
(except with respect to a breach of the Aggregate  Fixed Charge  Coverage Ratio,
which breach is addressed in subitem (ix) below),  conditions or  obligations of
this Lease; provided,  however, if any such failure does not involve the payment
of any monetary sum, is not willful or intentional, does not place any rights or
property of Lessor in immediate jeopardy,  and is within the reasonable power of
Lessee to promptly  cure after receipt of notice  thereof,  all as determined by
Lessor in its reasonable  discretion,  then such failure shall not constitute an


                                       26
<PAGE>
Event of Default hereunder,  unless otherwise expressly provided herein,  unless
and until Lessor shall have given Lessee notice  thereof and a period of 30 days
shall have elapsed, during which period Lessee may correct or cure such failure,
upon  failure  of which an Event of  Default  shall be deemed  to have  occurred
hereunder  without further notice or demand of any kind being required.  If such
failure cannot  reasonably be cured within such 30 day period,  as determined by
Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of
such  failure,  then Lessee shall have a reasonable  period to cure such failure
beyond  such 30 day  period,  which  shall  in no  event  exceed  90 days  after
receiving notice of such failure from Lessor. If Lessee shall fail to correct or
cure such failure within such 90-day period, an Event of Default shall be deemed
to have occurred  hereunder  without  further notice or demand of any kind being
required;

     (vii) If there is an "Event of Default"  or a breach or default,  after the
passage  of all  applicable  notice and cure or grace  periods,  under any other
Sale-Leaseback Document or any of the Other Agreements;

     (viii) If a final,  nonappealable  judgment is rendered by a court  against
Lessee  which has a material  adverse  effect on either  the  ability to conduct
business at any of the  Properties  for its intended use or Lessee's  ability to
perform its obligations  under this Lease, or is in the amount of $100,000.00 or
more, and in either event is not discharged or provision made for such discharge
within 60 days from the date of entry thereof;

     (ix) If there is a breach of the  Aggregate  Fixed  Charge  Coverage  Ratio
requirement and Lessor shall have given Lessee notice thereof, Lessee shall cure
such  breach  within a period of 30 days  from the  delivery  of such  notice by
either:

     (1) prepaying  Base Monthly Rental in an amount (the  "Prepayment  Amount")
equal  to the  product  of (x)  the  aggregate  Purchase  Price  for  all of the
Properties  then  subject  to  this  Lease  multiplied  by (y) a  fraction,  the
numerator of which is the Rent Adjustment Amount and the denominator is the Base
Annual Rental then in effect.  In the event that Lessee prepays the Base Monthly
Rental in an amount equal to the Prepayment Amount, then the Base Monthly Rental
commencing on the next scheduled payment date following such prepayment shall be
reduced  in an amount  equal to the  product of (A) the Rent  Adjustment  Amount
divided by 12, and (B) .95; or

     (2)  delivering  to Lessor a letter of  credit in favor of Lessor  (or,  at
Lessor's  written  direction,  in favor of, or as designated  by, Lender) in the
form attached to this Lease as Exhibit B issued by an Approved  Institution (the
"Letter  of  Credit")  in an amount  equal to the  lesser of (x) the  Prepayment
Amount and (y) an amount equal to the product of (aa) the Rent Adjustment Amount
divided  by 12 and (bb) the  number of months  remaining  in the  Initial  Term;
provided, however, Lessee may not provide a Letter of Credit to cure a breach of
the Aggregate Fixed Charge Coverage Ratio requirement if the aggregate amount of
all Letters of Credit  delivered to Lessor exceeds the Base Annual Rental.  Such
Letter of Credit shall be  maintained  in effect until the cure of the breach of
the Aggregate  Fixed Charge Coverage Ratio which was the basis for the Letter of
Credit being provided. If:

     (x) an Event of Default shall have occurred, Lessor shall have the right to
present  such Letter of Credit for payment  and apply such  proceeds  toward the
Base Annual Rental then due and payable under this Lease, or

     (y) a  substitute  or  replacement  Letter of Credit  issued by an Approved
Institution  for such Letter of Credit in the amount of such Letter of Credit is
not provided to Lessor at least 30 days prior to the scheduled  expiration  date
of such Letter of Credit,  Lessor shall have the right to present such Letter of
Credit for  payment at any time  within  such 30 day period and the  proceeds of
such Letter of Credit shall be held by Lessor as security for the payment of the
Base Annual Rental due and payable under this Lease.


                                       27
<PAGE>
     The Letter of Credit shall  provide that Lessor can only present the Letter
of Credit for payment as  contemplated  by the  preceding  subitems (x) and (y).
Upon Lessee's cure of the Aggregate Fixed Charge Coverage Ratio breach which was
the basis for such Letter of Credit being  provided,  Lessor  shall  release the
Letter of Credit  to the  Approved  Institution  or,  if Lessor is  holding  the
proceeds of such Letter of Credit, deliver such proceeds to Lessee.

     Notwithstanding  the  foregoing,  if,  within  a 30 day  period  after  the
delivery  of  Lessor's  written  notice  to  Lessee  of  Lessee's  breach of the
Aggregate Fixed Charge  Coverage Ratio  requirement,  Lessee  provides  evidence
satisfactory  to Lessor that the  Aggregate  Fixed Charge  Coverage  Ratio is at
least 1.25:1 for the twelve  calendar  month period  immediately  preceding  the
delivery to Lessor of such evidence, no Event of Default shall be deemed to have
occurred as a result of such breach of the Aggregate Fixed Charge Coverage Ratio
requirement;

     (x) If Lessee  shall fail to  maintain  insurance  in  accordance  with the
requirements of Section 12 of this Lease; or

     (xi) If Lessee shall breach its obligations under the Consent Agreement and
such breach shall result in a cessation of business at the Property which is the
subject of the Consent Agreement.

     B. Upon the  occurrence of an Event of Default,  with or without  notice or
demand,  except the notice prior to default required under certain circumstances
by  subsection  A. above or such other  notice as may be required by statute and
cannot be waived by Lessee (all other notices being hereby waived), Lessor shall
be entitled to exercise, at its option,  concurrently,  successively,  or in any
combination,  all  remedies  available  at law or in equity,  including  without
limitation, any one or more of the following:


     (i) To terminate this Lease,  whereupon Lessee's right to possession of the
Properties shall cease and this Lease, except as to Lessee's liability, shall be
terminated.

     (ii) To reenter and take possession of any or all of the Properties, any or
all Personalty  owned by Lessee  located on or at any of the Properties  and, to
the extent permissible,  all franchises,  licenses, area development agreements,
permits  and other  rights or  privileges  of Lessee  pertaining  to the use and
operation of any or all of the Properties and to expel Lessee and those claiming
under or through  Lessee,  without being deemed guilty in any manner of trespass
or becoming liable for any loss or damage resulting therefrom, without resort to
legal or judicial process,  procedure or action. No notice from Lessor hereunder
or under a forcible entry and detainer  statute or similar law shall  constitute
an election by Lessor to terminate this Lease unless such notice specifically so
states. If Lessee shall, after default, voluntarily give up possession of any of
the Properties to Lessor, deliver to Lessor or its agents the keys to any of the
Properties,  or both,  such  actions  shall be deemed to be in  compliance  with
Lessor's rights and the acceptance  thereof by Lessor or its agents shall not be
deemed to  constitute a  termination  of this Lease.  Lessor  reserves the right
following any reentry  and/or  reletting to exercise its right to terminate this
Lease by giving Lessee  written notice  thereof,  in which event this Lease will
terminate as specified in said notice.

     (iii) To seize all  Personalty  owned by Lessee located on or at any or all
of the  Properties  and cause the same to be  stored  in a public  warehouse  or
elsewhere at Lessee's  sole  expense,  without  becoming  liable for any loss or
damage resulting  therefrom and without  resorting to legal or judicial process,
procedure or action.

     (iv) To bring an action against Lessee for any damages  sustained by Lessor
or any equitable relief available to Lessor.

     (v) To relet any or all of the Properties or any part thereof for such term


                                       28
<PAGE>
or terms  (including a term which extends  beyond the original  Lease Term),  at
such rentals and upon such other terms as Lessor,  in its sole  discretion,  may
determine,  with all proceeds  received from such reletting being applied to the
rental and other sums due from  Lessee in such order as Lessor  may,  in it sole
discretion,  determine,  which  other  sums  include,  without  limitation,  all
repossession  costs,  brokerage  commissions,   attorneys'  fees  and  expenses,
employee  expenses,  alteration,  remodeling  and repair  costs and  expenses of
preparing for such  reletting.  Except to the extent required by applicable law,
Lessor  shall  have no  obligation  to relet any of the  Properties  or any part
thereof  and shall in no event be liable for  refusal or failure to relet any of
the Properties or any part thereof, or, in the event of any such reletting,  for
refusal  or failure to  collect  any rent due upon such  reletting,  and no such
refusal or failure shall operate to relieve  Lessee of any liability  under this
Lease or  otherwise  to affect any such  liability.  Lessor  reserves  the right
following any reentry  and/or  reletting to exercise its right to terminate this
Lease by giving Lessee  written notice  thereof,  in which event this Lease will
terminate as specified in said notice.

     (vi) (x) To recover from Lessee all rent and other  monetary  sums then due
and owing under this Lease and (y) to  accelerate  and  recover  from Lessee all
rent and other  monetary sums scheduled to become due and owing under this Lease
after the date of such breach for the entire original scheduled Lease Term.

     (vii) To recover from Lessee all costs and expenses,  including  attorneys'
fees, court costs, expert witness fees, costs of tests and analyses,  travel and
accommodation  expenses,  deposition  and trial  transcripts,  copies  and other
similar  costs and fees,  paid or incurred by Lessor as a result of such breach,
regardless of whether or not legal proceedings are actually commenced.

     (viii)  To  immediately  or at any time  thereafter,  and  with or  without
notice,  at Lessor's sole option but without any  obligation  to do so,  correct
such  breach or default  and charge  Lessee all costs and  expenses  incurred by
Lessor therein. Any sum or sums so paid by Lessor, together with interest at the
then existing  maximum legal rate,  but not higher than 15% per annum,  shall be
deemed to be  Additional  Rental  hereunder  and shall be  immediately  due from
Lessee to Lessor.  Any such acts by Lessor in  correcting  Lessee's  breaches or
defaults  hereunder  shall not be deemed to cure said  breaches  or  defaults or
constitute  any waiver of Lessor's  right to exercise  any or all  remedies  set
forth herein.

     (ix) To immediately or at any time thereafter,  and with or without notice,
except as required herein, set off any money of Lessee held by Lessor under this
Lease against any sum owing by Lessee or Guarantor hereunder.

     (x) To seek any equitable  relief available to Lessor,  including,  without
limitation, the right of specific performance.

     All  powers  and  remedies  given by this  Section  to  Lessor,  subject to
applicable  law,  shall be cumulative and not exclusive of one another or of any
other right or remedy or of any other  powers and  remedies  available to Lessor
under  this  Lease,  by  judicial  proceedings  or  otherwise,  to  enforce  the
performance or observance of the covenants and agreements of Lessee contained in
this Lease,  and no delay or  omission of Lessor to exercise  any right or power
accruing  upon the  occurrence of any Event of Default shall impair any other or
subsequent Event of Default or impair any rights or remedies consequent thereto.
Every  power  and  remedy  given  by this  Section  or by law to  Lessor  may be
exercised from time to time, and as often as may be deemed expedient, by Lessor,
subject at all times to Lessor's right in its sole judgment to  discontinue  any
work commenced by Lessor or change any course of action undertaken by Lessor.

     If Lessee  shall fail to observe or perform  any of its  obligations  under
this Lease or in the event of an emergency,  then,  without waiving any Event of
Default which may result from such failure or emergency, Lessor may, but without
any obligation to do so, take all actions, including,  without limitation, entry
upon any or all of the Properties to perform Lessee's  obligations,  immediately


                                       29
<PAGE>
and without notice in the case of an emergency and upon five days written notice
to Lessee in all other cases. All expenses incurred by Lessor in connection with
performing  such  obligations,   including,   without   limitation,   reasonable
attorneys'  fees and  expenses,  together with interest at the Default Rate from
the date any such  expenses were incurred by Lessor until the date of payment by
Lessee, shall constitute Additional Rental and shall be paid by Lessee to Lessor
upon demand.

     24.  Liens;  Mortgages,   Subordination,   Nondisturbance  and  Attornment.
Lessor's  interest  in this  Lease  and/or  any of the  Properties  shall not be
subordinate to any liens or encumbrances placed upon any of the Properties by or
resulting  from  any act of  Lessee,  and  nothing  herein  contained  shall  be
construed  to  require  such  subordination  by  Lessor.  Lessee  shall keep the
Properties  free from any  liens  for work  performed,  materials  furnished  or
obligations incurred by Lessee. NOTICE IS HEREBY GIVEN THAT, EXCEPT AS OTHERWISE
CONSENTED TO BY LESSOR PURSUANT TO SECTION 26, LESSEE IS NOT AUTHORIZED TO PLACE
OR ALLOW TO BE PLACED ANY LIEN,  MORTGAGE,  DEED OF TRUST,  SECURITY INTEREST OR
ENCUMBRANCE  OF ANY  KIND  UPON  ALL OR ANY  PART  OF ANY OF THE  PROPERTIES  OR
LESSEE'S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION WHICH IS
NOT  APPROVED  BY  LESSOR  SHALL  BE  VOID.  FURTHERMORE,   ANY  SUCH  PURPORTED
TRANSACTION SHALL BE DEEMED A TORTIOUS  INTERFERENCE WITH LESSOR'S  RELATIONSHIP
WITH LESSEE AND LESSOR'S OWNERSHIP OF THE PROPERTIES.

     This Lease at all times shall automatically be subordinate to the Mortgages
and to the lien of any and all ground leases,  mortgages,  trust deeds and deeds
to secure debt now or hereafter placed upon any of the Properties by Lessor, and
Lessee  covenants and agrees to execute and deliver,  upon demand,  such further
instruments subordinating this Lease to the lien of the Mortgages and any or all
such ground leases,  mortgages,  trust deeds or deeds to secure debt as shall be
desired by Lessor, or any present or proposed  mortgagees or lenders under trust
deeds or deeds to secure  debt,  upon the  condition  that Lessee shall have the
right to remain in possession of the  Properties  under the terms of this Lease,
notwithstanding  any default in the Mortgages or any or all such ground  leases,
mortgages,  trust deeds or deeds to secure debt or after  foreclosure  of any or
all  such  Mortgages,  mortgages,  trust  deeds  or  deeds  to  secure  debt  or
termination  of any or all  such  ground  leases,  so long as  Lessee  is not in
default under any of the covenants,  conditions and agreements contained in this
Lease.

     If any  mortgagee,  receiver,  Lender or other secured party elects to have
this  Lease and the  interest  of Lessee  hereunder  be  superior  to any of the
Mortgages or any such ground lease, mortgage,  trust deed or deed to secure debt
and evidences  such election by notice given to Lessee,  then this Lease and the
interest of Lessee  hereunder  shall be deemed  superior  to any such  Mortgage,
ground lease,  mortgage,  trust deed or deed to secure debt,  whether this Lease
was executed before or after such Mortgage,  ground lease, mortgage,  trust deed
or deed to secure  debt and in that event such  mortgagee,  receiver,  Lender or
other  secured party shall have the same rights with respect to this Lease as if
it had been executed and  delivered  prior to the execution and delivery of such
Mortgage, ground lease, mortgage, trust deed or deed to secure debt and had been
assigned to such mortgagee, receiver, Lender or other secured party.

     Although the foregoing  provisions  shall be  self-operative  and no future
instrument of subordination  shall be required,  upon request by Lessor,  Lessee
shall  execute  and  deliver  whatever  instruments  may be  required  for  such
purposes,  and in the event Lessee  fails so to do within 10 days after  demand,
Lessee does hereby make,  constitute and irrevocably appoint Lessor as its agent
and  attorney-in-fact  and  in  its  name,  place  and  stead  so to  do,  which
appointment shall be deemed coupled with an interest.

     In the event any  purchaser  or  assignee of Lender at a  foreclosure  sale
acquires title to any of the Properties,  or in the event Lender or any assignee
otherwise succeeds to the rights of Lessor as landlord under this Lease,  Lessee
shall  attorn to Lender or such  purchaser  or  assignee,  as the case may be (a
"Successor  Lessor"),  and recognize  the Successor  Lessor as lessor under this


                                       30
<PAGE>
Lease,  and this Lease shall continue in full force and effect as a direct lease
between the Successor  Lessor and Lessee,  provided  that the  Successor  Lessor
shall only be liable for any  obligations  of the lessor  under this Lease which
accrue after the date that such Successor  Lessor acquires title.  The foregoing
provision  shall be self  operative and  effective  without the execution of any
further instruments.

     Lessee shall give written  notice to any lender of Lessor having a recorded
lien upon any of the  Properties  or any part  thereof of which  Lessee has been
notified of any breach or default by Lessor of any of its obligations under this
Lease  simultaneously with the giving of such notice to Lessor, and Lessee shall
give such lender at least 60 days beyond any notice period to which Lessor might
be entitled to cure such  default  before  Lessee may  exercise  any remedy with
respect thereto. Upon request by Lessor, Lessee shall also provide Lessee's most
recent audited financial statements to Lessor or any such lender and certify the
continuing  accuracy of such  financial  statements  in such manner as Lessor or
such lender may request.

     25.  Estoppel  Certificate.  A. At any time, and from time to time,  Lessee
shall,  promptly  and in no event later than 10 days after a request from Lessor
or Lender, execute, acknowledge and deliver to Lessor or Lender a certificate in
the form  supplied by Lessor,  Lender or any present or  proposed  mortgagee  or
purchaser  designated  by Lessor,  certifying:  (i) that Lessee has accepted the
Properties  (or,  if Lessee has not done so, that  Lessee has not  accepted  the
Properties,  and  specifying the reasons  therefor);  (ii) that this Lease is in
full force and effect and has not been  modified (or if modified,  setting forth
all  modifications),  or, if this  Lease is not in full  force and  effect,  the
certificate  shall so specify the reasons  therefor;  (iii) the commencement and
expiration dates of the Lease Term, including the terms of any extension options
of Lessee;  (iv) the date to which the  rentals  have been paid under this Lease
and the amount  thereof then  payable;  (v) whether  there are then any existing
defaults by Lessor in the performance of its obligations  under this Lease, and,
if there are any such defaults,  specifying the nature and extent thereof;  (vi)
that no notice has been received by Lessee of any default under this Lease which
has not been cured,  except as to defaults  specified in the certificate;  (vii)
the capacity of the person executing such  certificate,  and that such person is
duly  authorized  to execute the same on behalf of Lessee;  (viii) that  neither
Lessor  nor  Lender  has  actual  involvement  in the  management  or control of
decision making related to the operational aspects or the day-to-day  operations
of the  Properties;  and (ix) any  other  information  reasonably  requested  by
Lessor, Lender or such present or proposed mortgagee or purchaser.

     B. If Lessee shall fail or refuse to sign a certificate in accordance  with
the  provisions  of this Section  within 10 days  following a request by Lessor,
Lessee irrevocably  constitutes and appoints Lessor as its  attorney-in-fact  to
execute and deliver the certificate to any such third party, it being stipulated
that such power of attorney is coupled with an interest and is  irrevocable  and
binding;  provided,  however,  that  Lessor's  execution  and  delivery  of such
certificate on behalf of Lessee shall not cure any default  arising by reason of
Lessee's failure to execute and deliver such certificate.

     26.  Assignment;  Subletting.  A.  Lessor  shall  have the right to sell or
convey  all,  but not less than all, of the  Properties  or to assign its right,
title and interest as Lessor under this Lease in whole,  but not in part. In the
event of any such sale or assignment other than a security assignment,  provided
Lessee  receives  written notice that such purchaser or assignee has assumed all
of Lessor's  obligations under this Lease, Lessee shall attorn to such purchaser
or  assignee  and  Lessor  shall be  relieved,  from and  after the date of such
transfer or  conveyance,  of liability for the  performance of any obligation of
Lessor contained herein,  except for obligations or liabilities accrued prior to
such assignment or sale.

     B.  Lessee  acknowledges  that  Lessor  has  relied  both  on the  business
experience and  creditworthiness  of Lessee and upon the particular purposes for
which Lessee intends to use the Properties in entering into this Lease.  Without


                                       31
<PAGE>
the prior  written  consent of Lessor:  (i) Lessee  shall not assign,  transfer,
convey,  pledge or  mortgage  this  Lease or any  interest  therein,  whether by
operation  of law or  otherwise;  (ii) no interest in Lessee  shall be assigned,
transferred,  conveyed,  pledged or  mortgaged,  whether by  operation of law or
otherwise,  including, without limitation, a dissolution of Lessee or a transfer
of any of the voting  stock of Lessee;  and (iii) Lessee shall not sublet all or
any part of any of the  Properties.  It is  expressly  agreed  that  Lessor  may
withhold or condition  such consent based upon such matters as Lessor may in its
reasonable discretion determine,  including,  without limitation, the experience
and  creditworthiness of any assignee,  the assumption by any assignee of all of
Lessee's obligations hereunder by undertakings enforceable by Lessor, payment to
Lessor of any rentals owing under a sublease  which are in excess of the rentals
owing  hereunder,  the  transfer to any assignee of all  necessary  licenses and
franchises  to  continue  operating  the  Properties  for  the  purposes  herein
provided,  receipt of such  representations  and warranties from any assignee as
Lessor may request, including such matters as its organization,  existence, good
standing and finances and other matters,  whether or not similar in kind. At the
time of any  assignment of this Lease which is approved by Lessor,  the assignee
shall  assume all of the  obligations  of Lessee  under this Lease  pursuant  to
Lessor's  standard  form of assumption  agreement.  No such  assignment  nor any
subletting  of any of the  Properties  shall relieve  Lessee of its  obligations
respecting this Lease. Any assignment,  transfer, conveyance, pledge or mortgage
in violation of this paragraph shall be voidable at the sole option of Lessor.

     C.  Notwithstanding the foregoing,  but subject to the conditions set forth
in the following sentence, Lessee shall have the right to sublease,  without the
consent  of  Lessor  or  Lender:  (i) any of the  Properties  to a  wholly-owned
subsidiary  or  Affiliate  of  Lessee,  and  (ii) any  aggregate  of four of the
Properties at any time (in addition to the Properties  subleased pursuant to the
preceding  item  (i)),  subject  to the  following  conditions:

     (1) no Event of Default shall have occurred and be continuing;

     (2) any such sublease  shall be  subordinate to this Lease and Lessee shall
remain liable under this Lease notwithstanding such sublease; and

     (3) the  Properties  subject to such  subleases  shall be used as Permitted
Facilities and shall otherwise be operated and maintained in accordance with the
terms and conditions of this Lease.

     Within 10 days after the  execution  of each such  sublease,  Lessee  shall
provide  Lessor  with a notice of such  sublease  and a  photocopy  of the fully
executed sublease.

     27. Option To Extend;  New Lease. A. Lessee,  provided it is not in default
hereunder at the time of exercise or at the  expiration of the Lease Term or, if
applicable,  the preceding extension of the Lease Term, shall have the option to
continue this Lease in effect for up to four  additional  successive  periods of
five years each in accordance  with the terms and  provisions of this Lease then
in effect, except that the Base Annual Rental during each extension period shall
be an amount  equal to the Base  Annual  Rental in effect at the end of the then
Lease Term or preceding  renewal period,  as the case may be,  increased by 1.2%
for the first year and each succeeding year of the applicable renewal term.

     Lessee shall exercise the first extension option by giving notice to Lessor
of  Lessee's  intention  to do so not  later  than May 31,  2020.  If the  first
extension  option is  exercised  by Lessee,  Lessee  shall  exercise  the second
extension  option by giving notice to Lessor of Lessee's  intention to do so not
later than February 28, 2025. If the first two extension  options are exercised,
Lessee shall exercise the third  extension  option by giving notice to Lessor of
Lessee's intention to do so not later than February 28, 2030. If the first three
extension  options are  exercised,  Lessee shall  exercise the fourth  extension
option by giving notice to Lessor of Lessee's  intention to do so not later than
February 28, 2035.


                                       32
<PAGE>
     B. In  addition,  provided no Event of Default  shall have  occurred and be
continuing,  Lessee shall also have the right, by notice delivered to Lessor not
later than November 30, 2019,  to enter into a new master lease with Lessor,  to
commence at the end of the Initial Term,  for not less than nineteen (19) of the
Properties.  In the event Lessee elects to enter into such new master lease, the
Base Annual  Rental  under such new master  lease shall equal the product of (i)
the aggregate Purchase Price for the Properties  included within such new master
lease, and (ii) the Rent Factor,  subject to further  increases  consistent with
Section 5.B. Such new master lease shall be for a five year primary  term,  have
three (3)  five-year  renewal  options  and  otherwise  be on the same terms and
conditions as this Lease.  Lessee shall be solely responsible for the payment of
all costs and expenses  incurred in  connection  with the  execution of such new
master  lease,  including,  without  limitation,  Lessee's  attorneys'  fees and
reasonable attorneys' fees and expenses of counsel to Lessor and Lender.

     28.  Right of First Offer to Purchase  Properties.  If,  during the Interim
Term or the Lease Term,  Lessor desires to sell its interest in the  Properties,
as a result of a third-party  offer or expression of interest from a third party
(which may be solicited by Lessor and with no requirement that an offer actually
be made by such third  party) and  provided no Event of Default has occurred and
is continuing, Lessor shall give Lessee the right to purchase such interest (the
"Interest")  for a price  determined  by Lessor  and set forth in a notice  (the
"ROFO Notice")  given to Lessee.  Lessee shall have thirty (30) days to elect in
writing to acquire such Interest at such price. Lessee's silence shall be deemed
a rejection of its right to acquire such  Interest.  Any such election by Lessee
shall only be effective if accompanied  by Lessee's  payment to Lessor of a cash
down payment equal to 10% of such price. If Lessee timely and properly elects to
acquire  such  Interest,  the  closing  shall take place  within one hundred and
twenty (120) days after the ROFO Notice. The balance of the purchase price shall
be paid in cash at  closing.  If Lessee  does not timely  elect to acquire  such
Interest,  Lessor  shall  be free to sell  the  Interest  to any  other  Person,
provided  that, if Lessor  intends to sell the Interest at a price less than 95%
of the price  described  in the ROFO Notice,  Lessor  shall give Lessee  written
notice,  setting forth such lower  purchase  price (if  applicable),  and Lessee
shall have thirty (30) days to elect in writing to purchase the Interest at such
lower purchase price (if  applicable).  The right of first offer granted by this
Section shall not survive the expiration or earlier termination of this Lease or
the  purchase  of the  Properties  by a third party  after  Lessee's  failure to
exercise such right or Lessee's waiver thereof.  Furthermore, the right of first
offer granted by this Section  shall not apply to a foreclosure  of the Mortgage
or the delivery to Lender of a deed-in-lieu of foreclosure and shall not survive
any such  foreclosure or delivery of a  deed-in-lieu  of  foreclosure.  Upon the
termination of this right of first offer,  Lessee shall execute such instruments
as may be reasonably  required by Lessor to provide  constructive  notice of the
termination thereof.

     29. Notices. All notices, consents, approvals or other instruments required
or  permitted  to be given by either  party  pursuant  to this Lease shall be in
writing and given by (i) hand delivery, (ii) facsimile,  (iii) express overnight
delivery service or (iv) certified or registered mail, return receipt requested,
and shall be deemed to have been delivered upon (a) receipt,  if hand delivered,
(b)  transmission,  if delivered by  facsimile,  (c) the next  Business  Day, if
delivered by express overnight  delivery service,  or (d) the third Business Day
following  the day of  deposit of such  notice  with the  United  States  Postal
Service,  if sent by certified or registered  mail,  return  receipt  requested.
Notices shall be provided to the parties and addresses (or facsimile numbers, as
applicable) specified below:


                                       33
<PAGE>
      If to Lessee:                      Hops Grill & Bar, Inc.
                                         2701 North Rocky Point Drive
                                         Suite 300
                                         Tampa, FL  33607
                                         Attention:
                                         Mr. Zack Kollias
                                         Senior Vice President
                                         for Finance
                                         Telephone:          (813) 282-9350
                                         Telecopy:           (813) 282-9451

      With a copy to:                    Love, Thornton, Arnold & Thomason, P.A.
                                         Post Office Box 10045
                                         410 East Washington Street (29601)
                                         Greenville, SC  29603
                                         Attention:
                                         Jennings L. Graves, Esq.
                                         Telephone:          (864) 242-6360
                                         Telecopy:           (864) 271-7972

      If to Lessor:                      Pubs Property, LLC
                                         c/o U.S. Realty Advisors LLC
                                         1370 Avenue of the Americas
                                         New York, NY 10019
                                         Attention:
                                         Mr. David M. Ledy
                                         Telephone:          (212) 581-4540
                                         Telecopy:           (212) 581-4950

      With a copy to:                    Proskauer Rose LLP
                                         1585 Broadway
                                         New York, NY 10036
                                         Attention:
                                         Kenneth S. Hilton, Esq.
                                         Telephone:          (212) 969-3000
                                         Telecopy:           (212) 969-2900

or to such other  address or such other  person as either party may from time to
time  hereafter  specify to the other party in a notice  delivered in the manner
provided above.  No such notices,  consents,  approvals or other  communications
shall be valid  unless  Lender  receives  a  duplicate  original  thereof at the
following address:

                                         Dennis L. Ruben, Esq.
                                         Executive Vice President, General
                                         Counsel and Secretary
                                         FFCA Acquisition Corporation
                                         17207 North Perimeter Drive
                                         Scottsdale, AZ 85255
                                         Telephone:        (480) 585-4500
                                         Telecopy:         (480) 585-2226

or to such other  address  or such other  person as Lender may from time to time
specify to Lessor and Lessee in a notice delivered in the manner provided above.

     Lessee agrees to promptly  deliver to Lessor copies of all notices received
by Lessee with respect to the Consent Agreement.


                                       34
<PAGE>
     30.  Holding Over. If Lessee remains in possession of any of the Properties
after the expiration of the term hereof,  Lessee,  at Lessor's option and within
Lessor's sole discretion,  may be deemed a tenant on a month-to-month  basis and
shall  continue to pay rentals  and other sums in the amounts  herein  provided,
except that the Base  Monthly  Rental  shall be  automatically  doubled,  and to
comply with all the terms of this Lease;  provided  that nothing  herein nor the
acceptance  of rent by Lessor  shall be deemed a consent to such  holding  over.
Lessee  shall  defend,  indemnify,  protect  and  hold the  Indemnified  Parties
harmless from and against any and all Losses  resulting from Lessee's failure to
surrender possession upon the expiration of the Lease Term,  including,  without
limitation, any claims made by any succeeding lessee.

     31.  Personalty;   Removal  of  Lessee  Property.   A.  Lessor  and  Lessee
acknowledge  and agree that Lessor has  accepted  legal title to all  Personalty
located at or on the Properties as of the Effective Date, other than the Subject
Equipment (as defined in the Security  Agreement),  and upon the exchange of the
Collateral (as defined in the Security  Agreement) for the Subject  Equipment in
accordance with the terms and conditions of the Security Agreement,  Lessor will
hold  legal  title to all  Personalty  located at or on the  Properties.  Lessee
shall,  upon Lessor's  acceptance of legal title to the Personalty,  execute and
deliver to Lessor for filing all applicable financing  statements.  Lessee shall
at all times keep the  Personalty in good order,  repair and condition and shall
promptly  replace  any  Personalty  that from time to time may become  obsolete,
dilapidated,  badly worn or in a state of  disrepair.  Lessee may dispose of the
Personalty  located  at or on the  Properties  only if it is  replaced  with new
Personalty  having  comparable  quality and utility to the replaced  Personalty.
Lessee shall take no action which would encumber, dilute or cloud Lessor's title
or interest in the Personalty located at or on the Properties. In furtherance of
the foregoing,  Lessee grants to Lessor a security  interest in Lessee's  right,
title and interest, if any, in the Personalty.

     B. Lessee agrees that, at such time as the existing  prohibition  contained
in the Credit  Agreement  against  Lessee  granting  a  landlord's  lien  and/or
security  interest in Lessee's  assets (the  "Negative  Pledge") is no longer in
effect,  Lessor shall, upon transferring to Lessee legal title to the Personalty
in  accordance  with  subsection  C below,  have a  landlord's  lien against and
security interest in the Personalty, which landlord's lien and security interest
shall  secure the payment of all rental and other  charges  payable by Lessee to
Lessor  under the terms  hereof  and all other  obligations  of Lessee to Lessor
under this Lease.  Lessee  further  agrees to execute and deliver to Lessor from
time to time such financing  statements  and other  documents as Lessor may then
deem  appropriate  or  necessary to perfect  such  landlord's  lien and security
interest.

     C. At such time as the Negative Pledge is no longer in effect,  provided no
Event of Default  shall have  occurred  and be  continuing,  Lessor  agrees,  at
Lessee's  sole  cost and  expense,  to  transfer  to Lessee  legal  title to the
Personalty held by Lessor for no consideration, provided that upon such transfer
Lessor  shall have a  landlord's  lien  against  and  security  interest in such
Personalty, which landlord's lien and security interest shall secure the payment
of all rental  and other  charges  payable  by Lessee to Lessor  under the terms
hereof and all other  obligations  of Lessee to Lessor under this Lease.  Lessee
further agrees to execute and deliver to Lessor from time to time such financing
statements and other documents as Lessor may then deem  appropriate or necessary
to perfect such landlord's lien and security interest.

     D. In the event the Negative Pledge continues through the expiration of the
Lease Term, at the expiration of the Lease Term, if Lessee is not then in breach
hereof,  Lessor agrees, at Lessee's sole cost and expense, to transfer to Lessee
legal title to the Personalty  held by Lessor for no  consideration,  and Lessee
may remove the  Personalty  and all personal  property  owned by Lessee from the
Properties and title to the Personalty shall be deemed vested in Lessee.  Lessee
shall repair any damage  caused by such  removal and shall leave the  Properties
broom clean and in good and working  condition  and repair  inside and out.  Any
property  of  Lessee  left on the  Properties  on the tenth  day  following  the


                                       35
<PAGE>
expiration of the Lease Term shall be deemed  abandoned and shall  automatically
and immediately become the property of Lessor.

     E. In furtherance of subsections C and D above,  it is the intention of the
parties that Lessee shall be deemed the tax owner of the  Personalty  and Lessor
shall not be entitled to any depreciation or other deductions  relating thereto.
Lessee shall pay, on an After Tax Basis (as defined below),  all federal,  state
and local income, asset or other taxes, if any, which may be imposed upon Lessor
by reason of the transfer of legal title of the  Personalty  to Lessor.  For the
purposes of the foregoing,  the term "After Tax Basis" shall mean,  with respect
to any  payment by Lessee to Lessor in respect  of any  federal,  state or local
income,  asset or other  taxes  payable by Lessor by reason of the  transfer  of
legal title of the  Personalty  to Lessor,  an amount  sufficient to hold Lessor
harmless from all actual federal,  state and local income,  asset or other taxes
on account of such payment  assuming Lessor does not have the benefit of any net
operating losses, net capital losses or other deductions.

     32.  Financial  Statements.  Within 45 days  after  the end of each  fiscal
quarter and within 120 days after the end of each fiscal year of Lessee,  Lessee
shall deliver to Lessor and Lender (i) complete  financial  statements of Lessee
including a balance sheet,  profit and loss  statement,  statement of cash flows
and all other  related  schedules  for the fiscal  period then  ended;  and (ii)
income statements for the business at each of the Properties. All such financial
statements  shall be prepared in accordance  with GAAP and shall be certified to
be  accurate  and  complete  by Lessee (or the  Treasurer  or other  appropriate
officer of  Lessee).  Lessee  understands  that Lessor and Lender will rely upon
such  financial   statements  and  Lessee   represents  that  such  reliance  is
reasonable.  In the event that Lessee's  property and business at the Properties
is ordinarily consolidated with other business for financial statement purposes,
such  financial  statements  shall be prepared on a  consolidated  basis showing
separately the sales, profits and losses,  assets and liabilities  pertaining to
each of the  Properties  with the  basis for  allocation  of  overhead  of other
charges being clearly set forth.  The financial  statements  delivered to Lessor
and Lender need not be audited,  but Lessee  shall  deliver to Lessor and Lender
copies of any audited financial  statements of Lessee which may be prepared,  as
soon as they are available.

     33.  Force  Majeure.  Any  prevention,  delay or  stoppage  due to strikes,
lockouts,  acts of God, enemy or hostile  governmental  action, civil commotion,
fire or other  casualty  beyond the  control of the party  obligated  to perform
shall  excuse  the  performance  by such  party  for a period  equal to any such
prevention,  delay or stoppage,  except the  obligations  imposed with regard to
rental  and other  monies to be paid by Lessee  pursuant  to this  Lease and any
indemnification obligations imposed upon Lessee under this Lease.

     34. Time Is of the Essence. Time is of the essence with respect to each and
every provision of this Lease in which time is a factor.

     35. Lessor's Liability.  Notwithstanding  anything to the contrary provided
in this Lease, it is specifically  understood and agreed, such agreement being a
primary  consideration for the execution of this Lease by Lessor, that (i) there
shall be absolutely no personal  liability on the part of Lessor, its successors
or  assigns  and  the  trustees,  members,  partners,  shareholders,   officers,
directors,  employees  and agents of Lessor and its  successors  or assigns,  to
Lessee with respect to any of the terms, covenants and conditions of this Lease,
(ii)  Lessee  waives  all  claims,  demands  and  causes of action  against  the
trustees, members, partners,  shareholders,  officers, directors,  employees and
agents of Lessor  and its  successors  or  assigns in the event of any breach by
Lessor  of any of the  terms,  covenants  and  conditions  of this  Lease  to be
performed by Lessor,  and (iii) Lessee shall look solely to the  Properties  for
the  satisfaction  of each and every remedy of Lessee in the event of any breach
by Lessor of any of the  terms,  covenants  and  conditions  of this Lease to be
performed by Lessor,  or any other matter in  connection  with this Lease or the
Properties,  such  exculpation  of  liability  to be  absolute  and  without any
exception whatsoever.


                                       36
<PAGE>
     36. Consent of Lessor.  (a) Unless  specified  otherwise  herein,  Lessor's
consent to any request of Lessee may be conditioned or withheld in Lessor's sole
discretion.  Lessor shall have no liability for damages  resulting from Lessor's
failure  to give any  consent,  approval  or  instruction  reserved  to  Lessor,
Lessee's sole remedy in any such event being an action for injunctive relief.

     (b) It is  understood  and agreed that to the extent  Lessor is required to
obtain the  consent,  approval,  agreement or waiver of Lender with respect to a
matter for which Lessor's  approval has been requested under this Lease,  Lessor
shall in no event be  deemed to have  unreasonably  withheld  Lessor's  consent,
approval,  agreement  or  waiver  thereof  if Lender  shall  not have  given its
approval if required.

     37. Waiver and Amendment. No provision of this Lease shall be deemed waived
or amended except by a written instrument unambiguously setting forth the matter
waived or amended  and signed by the party  against  which  enforcement  of such
waiver or amendment is sought. Waiver of any matter shall not be deemed a waiver
of the same or any other matter on any future occasion.  No acceptance by Lessor
of an amount less than the monthly rent and other payments  stipulated to be due
under  this  Lease  shall be deemed to be other than a payment on account of the
earliest  such  rent or other  payments  then due or in  arrears  nor  shall any
endorsement or statement on any check or letter accompanying any such payment be
deemed a waiver of Lessor's right to collect any unpaid amounts or an accord and
satisfaction.

     38. Successors Bound. Except as otherwise specifically provided herein, the
terms,  covenants and conditions contained in this Lease shall bind and inure to
the benefit of the respective heirs, successors,  executors,  administrators and
assigns of each of the parties hereto.

     39. No Merger. The voluntary or other surrender of this Lease by Lessee, or
a mutual  cancellation  thereof,  shall not result in a merger of  Lessor's  and
Lessee's  estates,  and shall, at the option of Lessor,  either terminate any or
all existing subleases or subtenancies, or operate as an assignment to Lessor of
any or all of such subleases or subtenancies.

     40.  Captions.  Captions are used  throughout this Lease for convenience of
reference only and shall not be considered in any manner in the  construction or
interpretation hereof.

     41.  Severability.  The provisions of this Lease shall be deemed severable.
If any part of this Lease shall be held  unenforceable by any court of competent
jurisdiction,  the  remainder  shall  remain in full force and effect,  and such
unenforceable  provision  shall be reformed by such court so as to give  maximum
legal effect to the intention of the parties as expressed therein.

     42.  Characterization.  A. It is the intent of the parties  hereto that the
business  relationship created by this Lease and any related documents is solely
that of a long-term  commercial  lease between  landlord and tenant and has been
entered  into by both parties in reliance  upon the economic and legal  bargains
contained herein.  None of the agreements  contained  herein,  is intended,  nor
shall the same be deemed or construed,  to create a partnership  between  Lessor
and  Lessee,  to make them  joint  venturers,  to make  Lessee  an agent,  legal
representative, partner, subsidiary or employee of Lessor, nor to make Lessor in
any way responsible for the debts, obligations or losses of Lessee.

     B.  Lessor and Lessee  acknowledge  and warrant to each other that each has
been represented by independent  counsel and has executed this Lease after being
fully  advised by said  counsel as to its  effect and  significance.  This Lease
shall be interpreted and construed in a fair and impartial manner without regard
to such  factors  as the party  which  prepared  the  instrument,  the  relative
bargaining powers of the parties or the domicile of any party.  Whenever in this
Lease any words of obligation or duty are used, such words or expressions  shall
have the same force and effect as though made in the form of a covenant.


                                       37
<PAGE>
     43.  Easements.  During the Lease Term Lessor shall have the right to grant
utility  easements on, over,  under and above any of the Properties  without the
prior  consent of  Lessee,  provided  that such  easements  will not  materially
interfere with Lessee's long-term use of such Properties,  or with the operation
of Lessee's business on the Premises.

     44. Bankruptcy. A. As a material inducement to Lessor executing this Lease,
Lessee  acknowledges  and agrees that Lessor is relying  upon (i) the  financial
condition and specific operating experience of Lessee and Lessee's obligation to
use  each  of  the  Properties   specifically  in  accordance  with  system-wide
requirements  imposed from time to time on Permitted  Facilities,  (ii) Lessee's
timely  performance of all of its obligations  under this Lease  notwithstanding
the  entry of an order  for  relief  under  the Code for  Lessee  and  (iii) all
defaults  under this Lease as to all  Properties  being cured  promptly and this
Lease being  assumed  within 60 days of any order for relief  entered  under the
Code for Lessee,  or this Lease being rejected within such 60 day period and the
Properties surrendered to Lessor.

     Accordingly,  in consideration  of the mutual  covenants  contained in this
Lease and for other good and valuable consideration, Lessee hereby agrees that:

     (i) All obligations  that accrue under this Lease (including the obligation
to pay  rent),  from and after the date  that an  Action is  commenced  shall be
timely performed exactly as provided in this Lease and any failure to so perform
shall be harmful and prejudicial to Lessor;

     (ii) Any and all  obligations  under this  Lease  that  become due from and
after the date that an Action is commenced  and that are not paid as required by
this Lease shall, in the amount of such rents, constitute administrative expense
claims  allowable under the Code with priority of payment at least equal to that
of any other actual and necessary  expenses  incurred after the  commencement of
the Action;

     (iii) Any  extension  of the time period  within which Lessee may assume or
reject this Lease  without an  obligation  to cause all  obligations  coming due
under  this  Lease  from and after the date  that an Action is  commenced  to be
performed as and when required under this Lease shall be harmful and prejudicial
to Lessor;

     (iv) Any time period designated as the period within which Lessee must cure
all defaults and compensate Lessor for all pecuniary losses which extends beyond
the date of assumption of this Lease shall be harmful and prejudicial to Lessor;

     (v) Any assignment of this Lease must result in all terms and conditions of
this Lease being assumed by the assignee  without  alteration or amendment,  and
any  assignment  which  results in an amendment or  alteration  of the terms and
conditions of this Lease without the express  written consent of Lessor shall be
harmful and prejudicial to Lessor;

     (vi) Any proposed  assignment  of this Lease to an assignee:  (a) that will
not use the  Properties  specifically  in accordance  with a franchise,  license
and/or area development  agreement with the franchisor of Permitted  Facilities,
(b)  that  does not  possess  financial  condition,  operating  performance  and
experience  characteristics  equal to or better  than the  financial  condition,
operating  performance and experience of Lessee as of the Effective Date,  shall
be harmful and prejudicial to Lessor, or (c) that does not provide guarantors of
the Lease  obligations  with  financial  condition  equal to or better  than the
financial condition of Guarantor as of the Effective Date;

     (vii) The  rejection  (or  deemed  rejection)  of this Lease for any reason
whatsoever  shall  constitute cause for immediate relief from the automatic stay
provisions of the Code, and Lessee  stipulates that such automatic stay shall be
lifted  immediately and possession of the Properties will be delivered to Lessor
immediately without the necessity of any further action by Lessor; and


                                       38
<PAGE>
     (viii)  This Lease  shall at all times be treated  as  consistent  with the
specific  characterizations set forth in Section 3 of this Lease, and assumption
or  rejection  of this Lease  shall be (a) in its  entirety,  (b) for all of the
Properties,  and (c) in strict accordance with the specific terms and conditions
of this Lease.

     B. No provision  of this Lease shall be deemed a waiver of Lessor's  rights
or remedies  under the Code or applicable  law to oppose any  assumption  and/or
assignment of this Lease, to require timely performance of Lessee's  obligations
under this Lease,  or to regain  possession of the Properties as a result of the
failure of Lessee to comply with the terms and  conditions  of this Lease or the
Code.

     C.  Notwithstanding  anything  in this Lease to the  contrary,  all amounts
payable  by Lessee to or on behalf of Lessor  under this  Lease,  whether or not
expressly  denominated as such, shall constitute  "rent" for the purposes of the
Code.

     D. For purposes of this Section  addressing  the rights and  obligations of
Lessor and Lessee in the event that an Action is  commenced,  the term  "Lessee"
shall include  Lessee's  successor in bankruptcy,  whether a trustee,  Lessee as
debtor in possession or other responsible person.

     45. No Offer. No contractual or other rights shall exist between Lessor and
Lessee with respect to the  Properties  until both have  executed and  delivered
this Lease,  notwithstanding  that deposits may have been received by Lessor and
notwithstanding  that Lessor may have delivered to Lessee an unexecuted  copy of
this Lease.  The  submission  of this Lease to Lessee  shall be for  examination
purposes  only,  and does not and shall not  constitute a  reservation  of or an
option  for Lessee to lease or  otherwise  create  any  interest  on the part of
Lessee in the Properties.

     46.  Other  Documents.  Each of the  parties  agrees to sign such other and
further documents as may be necessary or appropriate to carry out the intentions
expressed in this Lease.

     47.  Attorneys'  Fees.  In the event of any  judicial or other  adversarial
proceeding between the parties concerning this Lease, to the extent permitted by
law,  the  prevailing  party shall be entitled to recover all of its  reasonable
attorneys'  fees and other costs in addition to any other relief to which it may
be  entitled.  In  addition,  Lessor  shall,  upon  demand,  be  entitled to all
attorneys'  fees and all other costs incurred in the  preparation and service of
any notice or demand  hereunder,  whether or not a legal action is  subsequently
commenced.  References  in this Lease to Lessor's  attorneys'  fees and/or costs
shall mean the fees and costs of  independent  counsel  retained  by Lessor with
respect to the matter.

     48. Entire  Agreement.  This Lease and any other  instruments or agreements
referred to herein,  constitute  the entire  agreement  between the parties with
respect to the subject  matter hereof,  and there are no other  representations,
warranties  or  agreements  except  as herein  provided.  Without  limiting  the
foregoing,  Lessee specifically  acknowledges that neither Lessor nor any agent,
officer,  employee or  representative  of Lessor has made any  representation or
warranty  regarding the projected  profitability of the business to be conducted
on the Properties.  Furthermore, Lessee acknowledges that Lessor did not prepare
or assist in the  preparation of any of the projected  figures used by Lessee in
analyzing the economic viability and feasibility of the business to be conducted
by Lessee at the Properties.

     49.  Forum   Selection;   Jurisdiction;   Venue;   Choice  of  Law.  Lessee
acknowledges  that this Lease was partially  negotiated in the State of Arizona,
the executed  Lease was  delivered in the State of Arizona,  all payments  under
this Lease will be delivered in the State of Arizona (unless otherwise  directed
by Lessor or its  successors)  and there are  substantial  contacts  between the
parties and the transactions  contemplated herein and the State of Arizona.  For


                                       39
<PAGE>
purposes of any action or  proceeding  arising  out of this  Lease,  the parties
hereto  expressly  submit to the  jurisdiction  of all federal and state  courts
located in the State of  Arizona.  Lessee and  Lessor  consent  that they may be
served  with any  process or paper by  registered  mail or by  personal  service
within or without  the State of  Arizona  in  accordance  with  applicable  law.
Furthermore, Lessee and Lessor waive and agree not to assert in any such action,
suit or proceeding that they are not personally  subject to the  jurisdiction of
such courts,  that the action,  suit or proceeding is brought in an inconvenient
forum or that venue of the action, suit or proceeding is improper.  The creation
of this  Lease and the  rights  and  remedies  of  Lessor  with  respect  to the
Properties,  as  provided  herein  and by the laws of the  states  in which  the
Properties  are located,  as  applicable,  shall be governed by and construed in
accordance  with the  internal  laws of the states in which the  Properties  are
located,  as applicable,  without regard to principles of conflicts of law. With
respect to other  provisions of this Lease,  this Lease shall be governed by the
internal  laws of the State of  Arizona,  without  regard to its  principles  of
conflicts of law. Nothing  contained in this Section shall limit or restrict the
right of Lessor or Lessee to  commence  any  proceeding  in the federal or state
courts  located in the states in which the  Properties are located to the extent
Lessor or Lessee  deems such  proceeding  necessary  or  advisable  to  exercise
remedies available under this Lease.

     50.  Counterparts.  This Lease may be executed in one or more counterparts,
each of which shall be deemed an original.

     51.  Memorandum  of Master Lease.  Concurrently  with the execution of this
Lease,  Lessor and Lessee are  executing  the  Memorandum  to be recorded in the
applicable  real  property  records  with  respect  to each  of the  Properties.
Further,  upon  Lessor's  request,  Lessee  agrees to execute and  acknowledge a
termination  of lease and/or quit claim deed in recordable  form with respect to
each of the  Properties  to be held by  Lessor  until the  expiration  or sooner
termination of the Lease Term.

     52. No  Brokerage.  Lessor and Lessee  represent  and warrant to each other
that they have had no conversation or  negotiations  with any broker  concerning
the  leasing of the  Properties.  Each of Lessor and Lessee  agrees to  protect,
indemnify,  save and keep harmless the other,  against and from all liabilities,
claims, losses, costs, damages and expenses,  including attorneys' fees, arising
out of,  resulting  from or in  connection  with their  breach of the  foregoing
warranty  and   representation.

     53. Waiver of Jury Trial and Punitive, Consequential,  Special and Indirect
Damages. LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT  EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES
PRESENTED IN ANY ACTION, PROCEEDING,  CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF
THE PARTIES  HERETO  AGAINST  THE OTHER OR ITS  SUCCESSORS  WITH  RESPECT TO ANY
MATTER  ARISING OUT OF OR IN CONNECTION  WITH THIS LEASE,  THE  RELATIONSHIP  OF
LESSOR AND LESSEE,  LESSEE'S USE OR OCCUPANCY OF ANY OF THE  PROPERTIES,  AND/OR
ANY CLAIM FOR INJURY OR DAMAGE,  OR ANY  EMERGENCY  OR  STATUTORY  REMEDY.  THIS
WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS
BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LESSEE
HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO
SEEK PUNITIVE,  CONSEQUENTIAL,  SPECIAL AND INDIRECT DAMAGES FROM LESSOR AND ANY
OF LESSOR'S  AFFILIATES,  OFFICERS,  DIRECTORS,  MEMBERS OR  EMPLOYEES OR ANY OF
THEIR  SUCCESSORS  WITH  RESPECT TO ANY AND ALL ISSUES  PRESENTED IN ANY ACTION,
PROCEEDING,  CLAIM OR  COUNTERCLAIM  BROUGHT BY LESSEE  AGAINST LESSOR OR ANY OF
LESSOR'S AFFILIATES,  OFFICERS,  DIRECTORS, MEMBERS OR EMPLOYEES OR ANY OF THEIR
SUCCESSORS  WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS
LEASE OR ANY  DOCUMENT  CONTEMPLATED  HEREIN OR  RELATED  HERETO.  THE WAIVER BY
LESSEE OF ANY RIGHT IT MAY HAVE TO SEEK  PUNITIVE,  CONSEQUENTIAL,  SPECIAL  AND
INDIRECT  DAMAGES HAS BEEN  NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL
ASPECT OF THEIR BARGAIN.

     54. Reliance By Environmental  Insurer and Lender. (a) Lessee  acknowledges
and  agrees  that  Environmental   Insurer  may  rely  on  the  representations,


                                       40
<PAGE>
warranties  and  covenants  set  forth  in  Section  16  of  this  Lease,   that
Environmental   Insurer  is  an  intended   third-party   beneficiary   of  such
representations,  warranties and covenants and that Environmental  Insurer shall
have all  rights  and  remedies  available  at law or in equity as a result of a
breach of such  representations,  warranties  and  covenants,  including  to the
extent applicable, the right of subrogation.

     (b)  Lessee  acknowledges  and  agrees  that  Lender may rely on all of the
representations,  warranties and covenants set forth in this Lease,  that Lender
is an intended third-party  beneficiary of such representations,  warranties and
covenants and that Lender shall have all rights and remedies available at law or
in  equity  as a result  of a breach  of such  representations,  warranties  and
covenants, including to the extent applicable, the right of subrogation.

     55.  Document  Review.  In the event  Lessee  makes any request upon Lessor
requiring  Lessor,  Lender or the attorneys of Lessor or Lender to review and/or
prepare  (or  cause  to be  reviewed  and/or  prepared)  any  documents,  plans,
specifications  or other  submissions in connection  with or arising out of this
Lease, then Lessee shall reimburse Lessor or its designee promptly upon Lessor's
demand therefor for all  out-of-pocket  costs and expenses incurred by Lessor in
connection with such review and/or preparation plus a reasonable  processing and
review fee.

     56.  Substitution.  A. Subject to the  fulfillment of all of the conditions
set forth in the following  subsection B, Lessee shall have the right to deliver
a  rejectable  offer to Lessor  (each,  a  "Rejectable  Substitution  Offer") to
substitute a Substitute  Property for a Property if the terms of Section 21.B of
this  Lease   permit   such   substitution   (each,   a   "Casualty/Condemnation
Substitution").

     From and after the third  anniversary  of the Effective Date and subject to
the  fulfillment of all of the conditions set forth in the following  subsection
B, Lessee shall also have a one time right to deliver a Rejectable  Substitution
Offer to  substitute  a  Substitute  Property for a Property if the Fixed Charge
Coverage Ratio (with the definitions of Section 8.A being deemed to be modified,
as  contemplated  by subsection  B(i)(2) below to provide for a calculation of a
"Fixed  Charge  Coverage  Ratio" for the  Property to be replaced  only) for the
Property to be  replaced is less than 1.1:1 for the FCCR Period (an  "Uneconomic
Substitution"); provided, however, Lessee shall not have the right to substitute
more than 5 of the Properties pursuant to this paragraph.

     Each Rejectable  Substitution Offer shall identify the proposed  Substitute
Property  in  reasonable  detail and  contain a  certificate  executed by a duly
authorized  officer of Lessee  pursuant to which  Lessee  shall  certify that in
Lessee's good faith judgment such proposed  Substitute  Property satisfies as of
the date of such  notice,  or will satisfy as of the date of the closing of such
substitution, all of the applicable conditions to substitution set forth in this
Section 56. Lessee agrees to deliver to Lessor all of the diligence  information
and  materials  contemplated  by the  provisions  of Section  56.B of this Lease
within 30 days after the delivery to Lessor of a Rejectable Substitution Offer.

     Lessor shall have 90 days from the  delivery of a  Rejectable  Substitution
Offer notice  satisfying the requirements of the preceding  paragraph to deliver
to  Lessee  written  notice of its  election  to  either  accept  or reject  the
Rejectable  Substitution  Offer.  Lessor's failure to deliver such notice within
such time  period  shall be  deemed to  constitute  Lessor's  acceptance  of the
Rejectable  Substitution Offer. If the Mortgage corresponding to the Property to
be replaced is still outstanding,  any rejection of the Rejectable  Substitution
Offer by Lessor shall not be  effective  unless it is consented to in writing by
Lender. If Lessor accepts the Rejectable Substitution Offer or is deemed to have
accepted  the  Rejectable  Substitution  Offer or if Lender  does not consent in
writing to any rejection of the Rejectable  Substitution  Offer by Lessor,  then
Lessee shall complete such substitution,  subject,  however, to the satisfaction
of each of the applicable terms and conditions set forth in this Section 56.


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<PAGE>
     If  Lessor  rejects  the  Rejectable  Substitution  Offer  pursuant  to the
previous paragraph for reasons other than that, in Lessor's reasonable judgment,
the  proposed  Substitute  Property  would  not have  satisfied  the  applicable
substitution  conditions  set forth in this  Section 56, and such  rejection  is
consented to by Lender, then:

     (X) if such rejected Rejectable Substitution Offer was made with respect to
a  Casualty/Condemnation  Substitution,  the provisions of the last paragraph of
Section 21.B and the last sentence of the second paragraph of Section 21.B shall
be applicable; and

     (Y) if such rejected Rejectable Substitution Offer was made with respect to
a  Uneconomic  Substitution,  this Lease  shall  terminate  with  respect to the
Property  which Lessee  proposed to replace on the next  scheduled  Base Monthly
Rental payment date (the "Early Substitution  Termination Date") provided Lessee
has paid to Lessor all Base Annual Rental,  Additional Rental and all other sums
and  obligations  then  due and  payable  under  this  Lease  as of  such  Early
Substitution Termination Date.

     On the Early Substitution  Termination Date, and provided Lessee shall have
paid to Lessor  all Base  Annual  Rental,  Additional  Rental and other sums and
obligations  then due and payable under this Lease as of the Early  Substitution
Date:

     (i) the Base  Annual  Rental  then in effect  shall be reduced by an amount
equal to the product of (x) one divided by the number of Properties then subject
to this Lease without giving effect to such termination, and (y) the Base Annual
Rental then in effect; and

     (ii) all  obligations  of Lessor  and  Lessee  shall  cease as of the Early
Substitution Termination Date with respect to such Property;  provided, however,
Lessee's  obligations  to  Lessor  with  respect  to  such  Property  under  any
indemnification   provisions  of  this  Lease  with  respect  to  such  Property
(including,  without limitation,  Sections 16 and 19 of this Lease) and Lessee's
obligations  to pay any  sums  (whether  payable  to  Lessor  or a third  party)
accruing  under  this Lease with  respect  to such  Property  prior to the Early
Substitution  Termination  Date shall survive the termination of this Lease with
respect to such Property or otherwise.  This Lease shall,  however,  continue in
full force and effect with respect to all other Properties.

     B. The substitution of a Substitute Property for a Property pursuant to the
preceding  subsection  A  shall  be  subject  to the  fulfillment  of all of the
following terms and conditions:

     (i) The Substitute Property must:

     (1) be a Permitted  Facility,  in good condition and repair,  ordinary wear
and tear excepted,  and located in the same state as the Property to be replaced
or in another state acceptable to Lessor in Lessor's reasonable discretion;

     (2) have a Fixed Charge Coverage Ratio (with the definitions of Section 8.A
being  deemed to be  modified,  as  contemplated  by the  following  sentence to
provide for a calculation of a "Fixed Charge  Coverage Ratio" for the Substitute
Property only) for the FCCR Period of not less than the greater of (X) 1.25:1 or
(Y) the Fixed  Charge  Coverage  Ratio for the  Property to be replaced for such
FCCR Period;  provided that, with respect to each FCCR  Substitution,  the Fixed
Charge Coverage Ratio for the Substitute Property for such FCCR Period must also
be high enough (after taking into account any other substitutions for Properties
which are being consummated simultaneously therewith) to result in a cure of the
breach of the  Aggregate  Fixed  Charge  Coverage  Ratio  requirement  (it being
understood and agreed that the  determination of the Fixed Charge Coverage Ratio
for the Substitute  Property shall be based on an assumption  that the Operating
Lease Expense for the  Substitute  Property  would be determined as set forth in
the last  sentence of this subitem  (2)).  For purposes of this subitem (2), the
definitions  set  forth  in  Section  8.A of  this  Lease  with  respect  to the


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<PAGE>
calculation  of the  Aggregate  Fixed  Charge  Coverage  Ratio  shall be  deemed
modified as applicable to provide for the calculation of a Fixed Charge Coverage
Ratio for each Property on an individual basis rather than on an aggregate basis
with the other Properties. For purposes of such calculation, the Operating Lease
Expense with respect to this Lease for each such  Property  shall equal the Base
Annual Rental then in effect divided by the number of Properties then subject to
this Lease;

     (3) have a fair  market  value no less  than the  greater  of the then fair
market  value of the  Property  being  replaced or the fair market value of such
Property as of the Effective  Date (in each case,  determined  without regard to
this Lease,  but assuming  that while this Lease has been in effect,  Lessee has
complied with all of the terms and  conditions of this Lease),  as determined by
Lessor, and consented to by Lender,  utilizing the same valuation method as used
in   connection   with  the  closing  of  the   transaction   described  in  the
Sale-Leaseback  Agreement,  which was based upon the sum of (x) the fair  market
value of the land comprising  such Property and (y) the replacement  cost of the
improvements located thereon;

     (4) have  improvements  which have a remaining  useful  life  substantially
equivalent to, or better than, that of the improvements  located at the Property
to be replaced;

     (5) be conveyed  to Lessor  (or,  if  directed  by Lessor,  to Lessor and a
person  designated to acquire the  remainderman  interest) by special or limited
warranty deed, free and clear of all liens and encumbrances, except such matters
as are  reasonably  acceptable  to Lessor (the  "Substitute  Property  Permitted
Exceptions"); and

     (6) be  located  in  either  (a) the  same  state as the  Property  is then
located,  or (b) in another state  acceptable  to Lessor in Lessor's  reasonable
discretion;

     (ii) Lessor  shall have  inspected  and approved  the  Substitute  Property
utilizing Lessor's customary site inspection and underwriting approval criteria.
Lessee shall have reimbursed Lessor and Lender for all of their reasonable costs
and expenses  incurred  with respect to such proposed  substitution,  including,
without limitation,  Lessor's third-party and/or in-house site inspectors' costs
and expenses with respect to the proposed Substitute  Property.  Lessee shall be
solely responsible for the payment of all costs and expenses resulting from such
proposed  substitution,  regardless of whether such substitution is consummated,
including,  without limitation, the cost of title insurance and endorsements for
both Lessor and Lender,  survey charges,  stamp taxes,  mortgage taxes, transfer
fees,  escrow  and  recording  fees,  the  cost  of  environmental  policies  or
endorsements to the  Environmental  Policies as applicable,  income and transfer
taxes  imposed  on Lessor as a result of such  substitution  and the  reasonable
attorneys' fees and expenses of counsel to Lessee, Lessor and Lender;

     (iii) Lessor shall have received a preliminary title report and irrevocable
commitment to insure title by means of an ALTA extended  coverage owner's policy
of title insurance (or its  equivalent,  in the event such form is not issued in
the  jurisdiction  where the  proposed  Substitute  Property is located) for the
proposed  Substitute  Property  issued by Title Company and committing to insure
Lessor's good and marketable title in the proposed Substitute Property,  subject
only to the Substitute Property Permitted Exceptions and containing endorsements
substantially  comparable to those required by Lessor at the Closing (as defined
in the  Sale-Leaseback  Agreement)  and Lender  shall have  received  such title
report and irrevocable  commitment to insure its first priority lien encumbering
the proposed Substitute Property as Lender shall reasonably require;

     (iv)  Lessor  shall have  received a current  ALTA  survey of the  proposed
Substitute Property,  the form of which shall be comparable to those received by
Lessor at the Closing and sufficient to cause the standard survey exceptions set
forth in the title policy referred to in the preceding subsection to be deleted;


                                       43
<PAGE>
     (v) Lessor  shall have  received  an  environmental  insurance  policy with
respect to the proposed  Substitute  Property,  or to the extent applicable,  an
endorsement to the Environmental Policies, the form and substance of which shall
be satisfactory to Lessor in its sole discretion;

     (vi) Lessee shall deliver, or cause to be delivered, with respect to Lessee
and  the   Substitute   Property,   opinions  of  Counsel  (as  defined  in  the
Sale-Leaseback  Agreement) in form and substance comparable to those received at
Closing (but also addressing  such matters unique to the Substitute  Property as
may be reasonably required by Lessor);

     (vii) no Event of Default shall have  occurred and be continuing  under any
of the Sale-Leaseback Documents;

     (viii)  Lessee shall have  executed  such  documents  as may be  reasonably
required by Lessor as a result of such  substitution,  including  amendments  to
this Lease and the memorandum of this Lease (the "Substitute Documents"), all of
which  documents  shall  be in form and  substance  reasonably  satisfactory  to
Lessor;

     (ix)  the  representations  and  warranties  set  forth  in the  Substitute
Documents,  this  Lease  and  the  Sale-Leaseback  Agreement  applicable  to the
proposed  Substitute Property shall be true and correct in all material respects
as of the date of  substitution,  and Lessee  shall have  delivered to Lessor an
officer's certificate certifying to that effect;

     (x) Lessee shall have delivered to Lessor certificates of insurance showing
that insurance required by the Substitute Documents is in full force and effect;

     (xi) Lessor shall have  obtained an  endorsement  to the policy of residual
value  insurance  issued to Lessor and Lender in connection with the transaction
described  in  the  Sale-Leaseback   Agreement  with  respect  to  the  proposed
Substitute Property, which endorsement shall be in form and substance reasonably
satisfactory to Lessor and Lender; and

     (xii)  Lender  shall have  consented  to the  substitution  of the proposed
Substitute Property.

     C. Upon satisfaction of the foregoing  conditions set forth in Section 56.B
and provided Lessor has accepted the Rejectable Substitution Offer:

     (i) the proposed  Substitute  Property shall be deemed  substituted for the
Property to be replaced;

     (ii) the  Substitute  Property  shall be referred to herein as a "Property"
and included within the definition of "Properties";

     (iii)  the  Substitute  Documents  shall  be  dated  as of the  date of the
substitution; and

     (iv)  Lessor  shall  convey  the  Property  to be  replaced  to Lessee or a
designee of Lessee "as-is" by quit-claim deed,  subject to all matters of record
(except for the  Mortgage  corresponding  to the Property to be replaced and any
other  consensual  liens granted by Lessor other than those granted by Lessor at
the request of Lessee), and without representation or warranty.

     57. State Specific Provisions. The provisions and/or remedies which are set
forth on Schedule  III shall be deemed a part of and  included  within the terms
and conditions of this Lease.


                                       44
<PAGE>
         IN WITNESS  WHEREOF,  Lessor and Lessee have entered into this Lease as
of the date first above written.

                                        LESSOR:

                                        PUBS PROPERTY, LLC,
                                        a Delaware limited liability company

                                        By  Pubs Equity, LLC, a Delaware
                                        limited liability company, its member


                                        By:
                                        ----------------------------------------
                                        Laurie A. Hawkes
                                        Member




                                        LESSEE:

                                        HOPS GRILL & BAR, INC.,
                                        a Florida corporation


                                        By:
                                        ----------------------------------------
                                        Margaret E. Waldrep
                                        Chief Administrative Officer


                 Lessee's Tax Identification Number: 58-2292652



                                       45
<PAGE>
     Exhibits and  schedules to this  agreement  are not filed  pursuant to Item
601(b)(2) of SEC Regulation S-K. By the filing of this Form 10-K, the Registrant
hereby  agrees to  furnish  supplementally  a copy of any  ommitted  exhibit  or
schedule to the Commission upon request.



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