DEED OF LEASE

         THIS DEED OF LEASE, made as of the 7th day of July, 1997, by and
between ONE FEDERAL STREET JOINT VENTURE, a Massachusetts Joint Venture,
hereinafter called "Landlord", and PIZZERIA REGINA OF VIRGINIA, INC. a Virginia
corporation, hereinafter called "Tenant";

                                   WITNESSETH:

         The parties hereto agree for themselves, their successors and assigns,
as follows:

         1. Basic Lease Provisions

         The following terms, whenever used in this Lease with the first letter
of each word capitalized, shall have only the meanings set forth in this
paragraph, unless such meanings are expressly modified, limited or expanded
elsewhere herein:

         (a) Demised Premises: Space crosshatched on Exhibit B with a total
Floor Area 'of 605 square feet for the purposes of this Lease. {Paragraph 2}

         (b) Shopping Center: That land owned by Landlord located in Richmond,
Henrico County, Virginia, together with the improvements constructed thereon, on
which the Demised Premises are located, which is outlined in green on Exhibit A
and described on Exhibit C, and known as Regency Square Shopping Center. In the
event Landlord redevelops the Shopping Center in accordance with Paragraph 9(a)
and such redevelopment results in the addition of land and/or improvements, then
the Shopping Center shall be deemed to include such additional land and/or
improvements.

         (c) Integrated Shopping Center: That land including the Shopping Center
and certain additional parcels of land which have been developed by Major
Stores, as described on Exhibit D and shown on Exhibit A. In the event Landlord
redevelops the Integrated Shopping Center in accordance with Paragraph 9(a) and
such redevelopment results in the addition of land and/or improvements, then the
Integrated Shopping Center shall be deemed to include such additional land
and/or improvements.

         (d) Common Areas: All areas, space and facilities furnished in the
Shopping Center and designated for the general use, in common, of occupants oft
he Shopping Center, including Tenant, its officers, agents, employees, invitees
and customers, including, but not limited to, parking areas, streets, sidewalks,
roofs, canopies, signs, roadways, loading platforms, washrooms, shelters, ramps,
landscaped areas, pedestrian malls (enclosed or open), courts, stairs and other
similar facilities. {Paragraph 9(a)}

         (e) Lease Term: Eighty-four (84) full calendar months. plus the period
from delivery of possession of the Demised Premises until the: Rent.
Commencement Date as defined in Paragraph l(w), provided, however, if the Rent
Commencement Date is on a date other than the first (1st) day of a month then
the first full month shall be the period commencing on the Rent 


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Commencement Date and ending on the last day of the month immediately following
the Rent Commencement Date. {Paragraph 3}

         (f) Lease Year: The first Lease Year shall be the period commencing On
the Rent Commencement Date and ending on the first December 31 thereafter. Each
subsequent Lease Year shall be a calendar year, except that if the Rent
Commencement Date is on a day other than January 1, the final Lease Year shall
be for less than a calendar year and shall commence on January I and end on the
date which is 84 full calendar months following the Rent Commencement Date,
provided, however, if the Rent Commencement Date was on a date other than the
first (1st) day of a month then the last day of the Lease Term shall be extended
to the last day of such, month.

         (g) Guaranteed Minimum Rent:

                  (i) $90,000.00 per annum, payable in equal monthly
         installments of $7,500.00 (which amounts are based on $152.54 per
         square foot of Floor Area of the premises) during the period beginning
         on the Rent Commencement Date and ending on the date which is 24 full
         months thereafter provided however. if the Rent Commencement Date is on
         a date other than the first (lst) day of a month then the first full
         month shall be the period commencing on the Rent Commencement Date and
         ending on the last day of the month immediately following the Rent
         Commencement Date.

                  (ii) $100,000.00 per annum, payable in equal monthly
         installments of $8,333.33 (which amounts are based on $169.49 per
         square foot of Floor Area of the Demised Premises) during each of the
         25th through the 60th full calendar months of the Lease Term;

                  (iii) $110,000.00 per annum, payable in equal monthly
         installments of $9,166.67 (which amounts are based on $186.44 per
         square foot of Floor Area of the Demised Premises) during each of the
         61st through the 84th full calendar months of the Lease Term.
         {Paragraph 4(a)}

         (h) Percentage Rent:

                  (i) 8% of Gross Sales in excess of a "Percentage Rent Base" of
         $1, 125,000.00 in each Lease Year during the period beginning on the
         Rent Commencement Date and ending on the date which is 24 full months
         thereafter, provided, however, if the Rent Commencement Date is on a
         date other than the first (lst) day of a month then the first full
         month shall be the period commencing on the Rent Commencement Date and
         ending on the last day of the month immediately following the Rent
         Commencement Date.

                  (ii) 8 % of Gross Sales in excess of a "Percentage Rent Base"
         of $1,250,000.00 in each Lease Year during the 25th through the 60th
         full calendar months of the Lease Term.


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<PAGE>


                  (iii) 8 % of Gross Sales in excess of a "Percentage Rent Base"
         of $1,375,000.00 in each Lease Year during the 61st through the 84th
         full calendar months of the Lease Term. {Paragraph 4(c)}

         (i) Use Permitted: Tenant shall use the Demised Premises only for the
retail sale of pizza, pasta, other Italian food, stuffed pizza, calzones, soft
drinks, milk and other associated beverages and other items sold in Pizzeria
Regina restaurants, but excluding beer, wine and other alcoholic beverages.
{Paragraph 6}

         (j) Trade Name: PIZZERIA REGINA. {Paragraph 6(a)}

         (k) Marketing Fund and Advertising Fund Fees:

                  (i) Marketing Fund: One Thousand and no/1O0 Dollars
         ($1,000.00) per annum, including the first calendar year, as provided
         in Paragraph 22(a).

                  (ii) Advertising Fund: Three Thousand Five Hundred and no/100
         Dollars ($3,500.00) per annum, including the first calendar year,
         adjusted annually at the end of each calendar year as provided in
         Paragraph 22(b). {Paragraph 22}

         (l) Common Area Maintenance: Tenant pays its pro rata share. {Paragraph
9(b)}

         (m) Property Taxes and Insurance: Tenant pays its pro rata share.
{Paragraph 4(b)}

         (n) Electrical Consumption Charge: Tenant pays as provided in Exhibit
F, Section 5.

         (o) Tenant's Mailing Address:

                  (i) For Notices: 999 Broadway, Suite 400, Saugus, MA 01906
         {see also Paragraph 21(d)}, and

                  (ii) For Invoices: 999 Broadway, Suite 400, Saugus, MA 01906.
         {Paragraph 23}

         (p) Landlord's Mailing Address For Notices: One Federal Street Joint
Venture, c/o The Prudential Realty Group, 8 Campus Drive, Arbor Circle South,
Parsippany, NJ 07054 Attention: Vice President, Retail, and with a copy to
Faison & Associates, Inc., 1900 Interstate Tower, 121 West Trade Street,
Charlotte, North Carolina 28202-5399, Attn: Retail Leasing. {Paragraph 23}

         (q) Landlord's Mailing Address for Places to Pay Rent:

                  (i) Place to Pay Rent {except rent set out below}: One Federal
         Street Joint Venture, c/o Faison & Associates, Inc.: P.O. Box 70160,
         Richmond, Virginia 23255-0160.


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<PAGE>


                  (ii) Place to Pay Marketing Fund and Advertising Fund Fees:
         Regency Square Marketing/Advertising Fund, 1420 Parham Road, Richmond,
         Virginia 23229. {Paragraph 4(f)}

         (r) Major Stores: Stores within the Integrated Shopping Center which
occupy at least thirty thousand (30,000) square feet of Floor Area.

         (s) Floor Area: The number of square feet of floor space within the
Demised Premises or other buildings or spaces in the Shopping Center, as the
case may be. All Floor Areas shall be calculated by using dimensions from the
centerline of the interior or party walls and from the exterior faces of
exterior walls.

         (t) Gross Leased Area: The number of square feet of Floor Area of all
leased areas of the Shopping Center rented to tenants whose leases or occupancy
requirements have commenced, but excluding the Floor Area of the Major Stores
and the Floor Area of tenants whose spaces do not front on the enclosed mall. In
no event shall the Gross Leased Area be less than 75% of the Gross Leasable
Area; provided, however, that in the event of an expansion of the Shopping
Center, then the Gross Leasable Area of the expanded area shall not be included
in the above percentage until such time as 75 % of the Gross Leasable Area of
the expanded area is rented to tenants whose leases or occupancy requirements
have commenced. For the purposes herein "Gross Leasable Area" shall mean the
Floor Area of all enclosed areas of the Shopping Center which are available for
the exclusive use and occupancy by tenants of the Shopping Center, whether or
not open for business, but excluding the Floor Area of the Major Stores and the
Floor Area of tenants whose spaces do not front on the enclosed mall. Changes in
the Gross Leased Area occurring during any calendar month shall be effective on
the first (lst) day of the next succeeding calendar month. The Gross Leased Area
in effect for the whole of any calendar year shall be the average of the Gross
Leased Area in effect on the first (lst) day of each calendar month in such
calendar year.

         (u) Exhibits: The following exhibits are attached to this Lease and are
hereby incorporated in and made a part of this Lease.

                  (i) Exhibit A - Site Plan.

                  (ii) Exhibit B - Building Plan (Showing the Demised Premises
         outlined in red).

                  (iii) Exhibit C - Description of Shopping Center.

                  (iv) Exhibit D - Description of Integrated Shopping Center.

                  (v) Exhibit E - Intentionally deleted.

                  (vi) Exhibit F - Energy Service and Energy Charges.

                  (vii) Exhibit G - Short Form Lease.


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<PAGE>


                  (viii) Exhibit H - Estoppel Certificate.

                  (v) Rent Commencement Date: the earlier of: (i) ninety (90)
         days after the date Landlord delivers the Demised Premises to Tenant,
         or (ii) the date on which Tenant first opens for business within the
         Demised Premises.

         References in this Paragraph 1 to other paragraphs are for convenience
and designate one of the other paragraphs where reference to the particular
Basic Lease Provision appears. Each reference in this Lease to any of the Basic
Lease Provisions contained in this Paragraph 1 shall be construed to incorporate
all of the terms provided by such Basic Lease Provisions. In the event of any
conflict between the Basic Lease Provisions and the balance of this Lease,
including any exhibits, riders, addenda or amendments, then the balance of this
Lease shall control.

         2. Demised Premises

         Landlord hereby leases to Tenant, and Tenant hereby accepts and rents
from Landlord, at the rent, and upon the terms and conditions hereinafter set
forth, the interior of the Demised Premises as described in Paragraph 1(a),
together with the nonexclusive right to use all Common Areas {as defined in
Paragraph 1 (d)} located from time to time in the Shopping Center. Nothing
contained in this Lease shall be construed as a grant, rental or conveyance of:
(i) any rights in the roof or exterior of the building of which the Demised
Premises constitute a part; (ii) the air space (occupied or not) above a
horizontal plane coterminous with the bottom edge of the structural steel
framework supporting the roof of the Demised Premises; (iii) the Common Areas
(except as expressly provided in this Lease); (iv) the air space (occupied or
not) below a horizontal plane coterminous with the finished floor level of the
Demised Premises; or (v) the land upon which the Demised Premises are located.

         Landlord and Tenant agree that either party may elect to redetermine
the number of square feet of the Floor Area of the Demised Premises. In the
event that any such remeasurement determines there is a deviation between the
actual number of square feet of Floor Area in the Demised Premises and the
number of square feet set forth in Paragraph 1 (a) of the Lease by five percent
(5%) or more, and the determination is certified by an architect approved by
Landlord. this Lease shall be amended to reflect the actual number of square
feet of Floor Area and to adjust proportionately Guaranteed Minimum Rent,
Percentage Rent and additional rent. If the deviation is less than five percent
(5 %), then Landlord may, at Landlord's sole option, elect to either adjust
proportionately Guaranteed Minimum Rent, Percentage Rent and additional rent, or
to leave the charges and the Floor Area of the Demised Premises as they are set
out in the Lease. Any underpayment of rent disclosed by such adjustment shall be
promptly paid by Tenant. Any overpayment of rent disclosed by such adjustment
shall be promptly refunded.

         3. Term

         The Lease Term shall begin on the date of delivery of the Demised
Premises by Landlord to Tenant, as provided in Paragraph 5, and shall end at
midnight on the last day of the 84th calendar month after the Rent Commencement
Date, provided, however, if the Rent Commencement Date is on a date other than
the first (lst) day of a month then the first full month 


                                      -5-
<PAGE>


shall be the period commencing on the Rent Commencement Date and ending on the
last day of the month immediately following the Rent Commencement Date.

         4. Rent

         Tenant shall pay to Landlord for the use and occupancy of the Demised
Premises and appurtenances thereto rent as hereinafter provided:

         (a) Guaranteed Minimum Rent.

                  (i) Guaranteed Minimum Rent at the rate per annum specified in
         Paragraph 1 (g), payable in equal monthly installments as specified in
         Paragraph 1 (g) in advance, without notice, demand, setoff or
         deduction, on or before the first day of each and every calendar month
         beginning on the Rent Commencement Date and continuing throughout the
         Lease Term. Changes in the Floor Area of the Demised Premises shall
         result in corresponding changes in the Guaranteed Minimum Rent and
         Percentage Rent Base. Should the Rent Commencement Date be on a day
         other than the first day of a month, then the rent for the first
         fractional month shall be computed on a daily basis {based on a thirty
         (30) day month} and shall be paid on the Rent Commencement Date. Should
         the Lease Term expire on a day other than the last day of a month, then
         the rent for the final fractional month shall be computed on a daily
         basis {based on a thirty (30) day month}.

                  (ii) If at any time during the Lease Term, the Shopping Center
         shall be expanded and as a result of such expansion, a new Major Store
         over 100,000 square feet opens, then beginning on the date that the new
         Major Store opens for business, Guaranteed Minimum Rent and the
         Percentage Rent Base shall be increased as follows:

         The annual Guaranteed Minimum Rent that is then payable by Tenant in
the Lease Year in which the Major Store opens shall be multiplied by one hundred
five percent (105%) and such product shall be the new annual Guaranteed Minimum
Rent. In the event this Lease has increases in Guaranteed Minimum Rent, then
such amounts shall be proportionately increased. Such new Guaranteed Minimum
Rent shall be payable in equal monthly installments.

         The new Percentage Rent Base shall be the product obtained by dividing
the new annual Guaranteed Minimum Rent by the percentage set forth in Paragraph
1(h).

                  (iii) If at any time during the Lease Term, the Shopping
         Center shall be expanded and as a result of such expansion, a new Major
         Store operating under the name of Nordstrom ("Nordstrom") opens, then
         beginning on the date that Nordstrom opens for business, Guaranteed
         Minimum Rent and the Percentage Rent Base shall be increased as
         follows:

         The annual Guaranteed Minimum Rent that is then payable by Tenant in
the Lease Year in which Nordstrom opens, shall be multiplied by one hundred ten
percent (110%) and such product shall be the new annual Guaranteed Minimum Rent.
In the event this Lease has increases 


                                      -6-
<PAGE>


in Guaranteed Minimum Rent, then such amounts shall be proportionately
increased. Such new Guaranteed Minimum Rent shall be payable in equal monthly
installments.

         The new Percentage Rent Base shall be the product obtained by dividing
the new annual Guaranteed Minimum Rent by the percentage set forth in Paragraph
1 (h).

         (b) Taxes and Insurance Expense. Commencing on the Rent Commencement
Date, and for the balance of the Lease Term, Tenant agrees to pay Landlord, as
additional rent for each Lease Year, a pro rata share of each of the following
expenses, which pro rata share shall be computed by multiplying such expenses by
a fraction having as its numerator the Floor Area of the Demised Premises and as
its denominator the Gross Leased Area:

                  (i) All taxes, impositions and assessments of every kind or
         nature which are now or may hereafter be imposed or assessed upon the
         Demised Premises or the Shopping Center, less any amounts paid by Major
         Stores and tenants whose spaces do not front on the enclosed mall
         towards such taxes and assessments.

                  (ii) All taxes, impositions or excises on rent or any other
         tax, levy or charge however described (but excluding any federal, state
         or local income taxes) levied against Landlord by the Federal
         Government, the Commonwealth of Virginia or any agency or political
         subdivision of the Commonwealth of Virginia, including without
         limitation, any license fees, taxes measured by or imposed upon rents
         or other tax or charge upon Landlord and/or the business for leasing
         the Shopping Center, on account of rentals or other charges payable to
         Landlord under leases of space in the Shopping Center (including this
         Lease), or based upon the parking facilities and/or the number of
         parking spaces provided by Landlord in the Shopping Center, less any
         amounts paid by Major Stores and tenants whose spaces do not front on
         the enclosed mall towards such taxes and excises.

                  (iii) The cost to Landlord of insurance obtained by Landlord
         pursuant to Paragraphs 12 and 13, less any amounts paid by Major Stores
         and tenants whose spaces do not front on the enclosed mall towards such
         cost.

                  (iv) The cost to Landlord for professional tax consulting
         services, advise and review, and the costs and charges, including
         reasonable attorneys', accountants', appraisers' and consultants' fees
         and expenses and other fees in any tax appeal, protest, review or any
         other administrative or judicial proceeding seeking to reduce the level
         of costs outlined in Paragraphs 4(b)(i) and 4(b)(ii) levied upon the
         Shopping Center, and expenses and contributions actually incurred for
         lobbying purposes at the federal, state or local level seeking to
         reduce, repeal, lessen the increase of or defeat the additional
         imposition of real estate taxes, privilege (sales) or use taxes, rent
         taxes, leasehold taxes, occupation taxes, excise taxes or like taxes
         affecting, among others, Tenant or the Demised Premises, and expenses
         and contributions to propose, approve or oppose such tax measures in
         legislation or a referendum, initiative or constitutional amendment.


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<PAGE>


         Landlord shall bill Tenant for such costs as a separate charge in
advance on the first day of each calendar month in an amount as estimated by
Landlord. Such estimate shall be based on Landlord 's projected costs for taxes
and insurance for that calendar year. The costs for Landlord's insurance may, at
Landlord's sole discretion be included in Landlord's cost for Common Areas as
set forth in Paragraph 9(b). After the end of each calendar year, Landlord will
furnish to Tenant a statement showing in reasonable detail the amount of
Landlord's costs for such taxes and insurance for the preceding calendar year,
any deficit will be paid by Tenant within thirty (30) days after demand from
Landlord. Any surplus will be applied against Guaranteed Minimum Rent thereafter
coming due. The annual and monthly payments for the ensuing calendar year shall
be estimated accordingly. Changes in applicable Floor Areas shall result in
corresponding pro rata adjustments. Such additional rent for any partial Lease
Year, or for any Lease Year longer or shorter than twelve (12) calendar months,
shall be prorated per diem. Tenant shall be entitled to a credit for its
proportionate share of any refund or reduction in real property taxes. provided
Tenant paid Landlord its proportionate share of the taxes for the year being
refunded or reduced.

         (c) Percentage Rent. Tenant shall also pay to Landlord, without notice,
demand, setoff or deduction, a sum equal to the percentage of Gross Sales {which
percentage is set forth in Paragraph l(h)} of Tenant or anyone else made from,
in or upon the Demised Premises during each Lease Year in excess of the
Percentage Rent Base set forth in Paragraph 1 (h). In the event the Guaranteed
Minimum Rent payable in any Lease Year is less than the annual Guaranteed
Minimum Rent set forth in Paragraph 1 (g), or if the Guaranteed Minimum Rent is
payable for a period of less than twelve (12) months, then the Percentage Rent
Base for that Lease Year or period shall be reduced in proportion to the amount
by which the Guaranteed Minimum Rent payable is less than the annual Guaranteed
Minimum Rent set forth in Paragraph l(g).

         Percentage Rent shall be computed and paid in accordance with the
following provisions:

                  (i) Statements and Payment of Percentage Rent. Within fifteen
         (15) days after the end of each calendar month during the Lease Term,
         Tenant shall submit to Landlord an accurate written statement signed by
         Tenant or a duly authorized officer or representative of Tenant,
         showing by month the full amount of Gross Sales of Tenant during the
         immediately preceding month. Within fifteen (15) days after the end of
         the calendar year quarters terminating on the last day of March, June
         and September during the Lease Term, Tenant shall pay as Percentage
         Rent that amount derived by multiplying the percentage set forth in
         Paragraph 1 (h) hereof by the amount by which the Gross Sales for that
         quarter exceeds twenty-five percent (25 %) of the Percentage Rent Base.
         Within fifteen (15) days after the end of each Lease Year, Tenant shall
         furnish to Landlord a statement certified as correct and complete by
         Tenant (or an authorized officer or representative of Tenant) and by a
         certified public accountant showing in complete detail the Gross Sales
         made during the immediately preceding Lease Year or part thereof,
         including an itemization of all claimed exclusions therefrom and Tenant
         shall at the same time pay the full balance of Percentage Rent due for
         that Lease Year. Any excess of Percentage Rent that Tenant may have
         paid for that Lease Year shall be applied against Guaranteed Minimum
         Rent thereafter falling due. If requested by Landlord, in addition to


                                      -8-
<PAGE>


         the Gross Sales reports required to be furnished to Landlord as set
         forth above, Tenant shall furnish to Landlord copies of any and all
         sales tax reports due any federal, or local governmental agency at the
         same time it furnishes such reports to such agencies, but in no event
         less than one (1) time per calendar year. If requested by Landlord,
         Tenant shall require any licensees, concessionaires and subtenants that
         may be occupying the Demised Premises to furnish similar statements to
         those statements required to be furnished by Tenant to Landlord under
         this Paragraph 4(c)(i). All reports shall be delivered to Landlord at
         the address specified in Paragraph l(r)(i).

                  Each Lease Year shall be considered as an independent
         accounting period for the purpose of computing the amount of Percentage
         Rent. There shall be no carry-backs or carry-forwards from one (1)
         Lease Year to another Lease Year, however the foregoing sentence does
         not preclude the annual adjustments based on actual Gross Sales. If the
         first Lease Year is longer than twelve (12) full calendar months, then
         Tenant shall pay Percentage Rent for two (2) different periods for and
         during the first Lease Year as follows: Tenant shall pay a separate
         Percentage Rent for that portion of the first Lease Year beginning on
         the Rent Commencement Date and ending on December 31 of that same year;
         and Tenant shall pay a separate Percentage Rent covering the remaining
         period of twelve (12) full calendar months of the first Lease Year. If
         last Lease Year is longer than twelve (12) full calendar months, then
         Tenant shall pay Percentage Rent for two different periods for and
         during the last Lease Year as follows: Tenant shall pay a separate
         Percentage Rent for that portion of the first Lease Year beginning on
         the first day of such Lease Year and ending twelve (12) full calendar
         months thereafter; and Tenant pay a separate Percentage Rent covering
         the remaining period of the last Lease Year. Such amounts shall be paid
         quarterly as provided in the preceding paragraph. Tenant's reports of
         Gross Sales shall cover these periods separately.

                  (ii) Definition of "Gross Sales". As used in this Lease, the
         term "Gross Sales" means all sales, both cash and charge, of
         merchandise and services made in, upon or from the Demised Premises,
         including telephone sales and orders taken in or from the Demised
         Premises although such orders may be filled elsewhere, less refunds and
         allowances to the customer. Gross Sales shall not include the
         following: (a) any sales, use or excise tax upon such merchandise or
         services if such taxes are separately stated and separately charged to
         the customer; (b) transfers of merchandise between Tenant's locations
         as long as the transfers are made for the convenient operation of
         Tenant's business and are not made for the purpose of consummating a
         sale made in, at or from the Demised Premises; (c) sales to employees
         at a discount not to exceed 2 % of Gross Sales per Lease Year; (d)
         returns of merchandise to shippers, suppliers or manufacturers; (e) the
         sale or transfer of Tenant's trade fixtures or bulk transfer of
         inventory- and/or other personal property- not constituting stock in
         trade for sale to the general public; (f) the selling price of
         merchandise returned without exchange and refunds or credits allowed on
         returns of merchandise or customer complaints to the extent previously
         included in Gross Sales; (g) bad debts not to exceed 1% of Gross Sales
         in any Lease Year, however if such amounts are collected in a later
         Lease Year then the amounts collected will be included in Gross Sales
         in the Lease Year in which they are collected; or (h) service charges
         paid by Tenant 


                                      -9-
<PAGE>


         to third party credit card or charge card companies on sales paid by
         customers on credit card or charge card. A sale upon installment or
         credit shall be treated as a sale for the full price in the month
         during which such sale is made, regardless of when or whether Tenant
         shall receive payment therefor.

                  (iii) Records and Audit. Tenant shall keep at the Demised
         Premises or at its general office complete and accurate books of
         account and records in accordance with generally accepted accounting
         practices with respect to all business conducted in, upon or from the
         Demised Premises; and Landlord shall have the right at any reasonable
         time to examine such books and records (including all tax returns) or
         have them audited at Landlord's expense, except that if any such
         examination or audit discloses a misstatement of more than two percent
         (2%) in any annual statement of Gross Sales furnished by Tenant to
         Landlord, then Tenant shall pay the actual cost of such examination or
         audit. If any examination or audit by Landlord shall disclose any
         deficiency in any payment of Percentage Rent, then Tenant shall pay the
         deficiency within fifteen (15) days after notice of such deficiency,
         with interest at the rate provided in Paragraph 4(e) from the date on
         which such payment should have been made. If any audit or audits shows
         that the amount of Gross Sales on any two (2) annual statements were
         misstated by more than five percent (5%) of Gross Sales for any two (2)
         Lease Years, Landlord shall have the right, but not the obligation, to
         terminate the Lease and all of the rights, title and interests of
         Tenant hereunder upon thirty (30) days written notice to Tenant.

         (d) Additional Rent. In addition to all other rent required to be paid
pursuant to the terms of this Paragraph 4, Tenant shall pay, as additional rent,
the sums required to be paid pursuant to other provisions of and exhibits to
this Lease, whether or not designated "additional rent". If such amounts or
charges are not paid at the time provided in this Lease, they shall,
nevertheless, be collectible as additional rent with the next or any future
installment of Guaranteed Minimum Rent thereafter falling due, but nothing
contained in this sentence shall be deemed to suspend or delay the payment of
any amount of money or charge at the time the same becomes due and payable
hereunder, or limit any other remedy of Landlord.

         (e) Interest and Late Charges. If Tenant fails to pay, when due and
payable, any rent, additional rent or other amounts or charges of any kind or
character provided in this Lease, such unpaid amounts shall bear interest at the
maximum lawful interest rate from the date due to the date of payment; but if
there is no maximum lawful interest rate, then at the rate of eighteen percent
(18%) per annum. In addition, if Tenant shall fail to pay any monthly
installment of Guaranteed Minimum Rent or additional rent by the tenth (10th)
day of the month in which the installment is due, a late charge equal to $200.00
shall be assessed; provided that in no event may any late charge and/or interest
provided in this Paragraph 4(e) exceed the maximum permitted by law or be
imposed prior to the date permitted by law.

         (f) Payment of Rent. All rent and additional rent payments provided for
in this Lease, except for the payment of Marketing Fund and Advertising Fund
fees, shall be made payable to One Federal Street Joint Venture, c/o Faison &
Associates, Inc., P.O. Box 70160, Richmond, Virginia 23255-0160 until notice to
the contrary is given by Landlord. All Marketing Fund and 


                                      -10-
<PAGE>


Promotion Fund fees shall be payable to Regency Square Marketing/Advertising
Fund at 1420 Parham Road, Richmond, Virginia 23229 until notice to the contrary
is given by Landlord. Rent shall be deemed paid when received by Landlord.

         (g) Survival. The rights and obligations of Landlord and Tenant set
forth in this Paragraph 4 shall survive the expiration or earlier termination of
this Lease.

         5. Improvements and Delivery of Demised Premises.

         (a) If Tenant is not on the date hereof in possession of the Demised
Premises, Landlord agrees to deliver possession of the Demised Premises to
Tenant upon the later to occur of: (i) the date this Lease is fully executed and
delivered to Tenant; or (ii) the date that the Demised Premises shall be
available for occupancy by Tenant. If Landlord shall be unable to deliver
possession of the Demised Premises ready for Tenant's Work within one (1) year
from the date of this Lease, this Lease shall automatically cease and terminate
and be deemed canceled and of no further force and effect as of such date; and
any money or security deposited hereunder shall be returned to Tenant.
Thereafter neither party shall have any further liability to the other, either
for damages or otherwise, by reason of such cancellation arising out of or in
connection with this Lease as though this Lease had not been executed in the
first instance. Landlord agrees that provided the current tenant in the Demised
Premises has vacated the Demised Premises, Landlord shall deliver the Demised
Premises on or before July 1, 1997.

         (b) Landlord shall deliver the Demised Premises to Tenant "as is" and
shall have no duty to make any modifications or improvements to the Demised
Premises, except as otherwise set forth herein; provided, however, that Tenant
expressly agrees that any tenant occupying the Demised Premises on the date
hereof may remove its personal property or trade fixtures to the extent
permitted by the tenant's lease or by law and that the Demised Premises, after
the removal of any such personal property or trade fixtures, shall be considered
"as is" within the meaning of that term in this Paragraph 5(b), except as
otherwise set forth herein. Landlord makes no representations or warranties with
respect to the condition of the Demised Premises, except as otherwise set forth
herein. Notwithstanding the foregoing, prior to delivery of the Demised Premises
by Landlord to Tenant, Landlord agrees to stub electricity and water/sewer to a
point at the rear of the Demised Premises as determined by Landlord to the
extent the same do not already exist. Further, Landlord shall provide neutral
piers. By occupying the Demised Premises after the delivery of possession, to
install fixtures, facilities or equipment or to perform finishing work, or for
any other purpose, Tenant shall be deemed to have accepted the same and to have
acknowledged that the Demised Premises are in the condition required by this
Lease.

         (c) Upon delivery of possession of the Demised Premises by Landlord,
Tenant shall with due diligence proceed to remodel and renovate the Demised
Premises, installing such stock, fixtures and equipment and performing such
other work as shall be necessary or appropriate for the operation of its
business ("Tenant's Work"), all in accordance with plans and specifications
approved by Landlord as specified below and as described in the Tenant Design &
Construction Criteria Manual (the "Criteria") for the Shopping Center. Landlord
has delivered the Criteria to Tenant and Tenant acknowledges receipt thereof.
The Criteria are incorporated by reference in 


                                      -11-
<PAGE>


this Lease and any material default under the Criteria shall be a default under
the Lease. Tenant shall complete all such work so that it may open for business
in the Demised Premises on the Rent Commencement Date. Tenant agrees to submit
to Landlord plans and specifications covering all work and installations which
Tenant proposes to do in the Demised Premises, including, without limitation,
interior store layout, storefront, mechanical layout, fixtures and decor, all of
which shall be in accordance with generally accepted construction standards for
a first class shopping mall and in accordance with the Criteria. Tenant's plans
and specifications shall be prepared in such detail as Landlord may reasonably
require, and Tenant agrees not to commence work upon any of Tenant's Work until
Landlord has approved Tenant's plans and specifications and-Tenant's architect
and contractor in writing. In the event that Tenant does not complete Tenant's
Work in accordance with its plans and specifications and open the Demised
Premises for the conduct of its business on the Rent Commencement Date, Landlord
shall have, in addition to any and all remedies herein provided, the right at
its option to collect in lieu of Percentage Rent as provided in Paragraph 4(c),
additional rent at the rate of one-fifteenth (1/15th) of the monthly Guaranteed
Minimum Rent per day for each and every day that Tenant shall fail to commence
to do business after that date.

         (d) Landlord makes no representations as to the period or periods that
the Major Stores or any other tenant in the Shopping Center will be open for
business, and this Lease will not be affected by any closing of any such
business.

         (e) Tenant shall reimburse Landlord within twenty (20) days after
receipt of an invoice therefor, for pre-opening services provided by Landlord
and utilized by Tenant prior to the Rent Commencement Date. The unit cost for
the pre-opening services shall be a one-time charge equal to One Thousand Five
Hundred and no/100 Dollars ($1500.00).

         (f) Landlord may, at Tenant's sole cost and expense, elect to install a
temporary store front or barricade during the performance by Tenant of Tenant's
Work in the Demised Premises or until Tenant opens the Demised Premises for
business or during any period within the Lease Term during which Tenant is
making alterations to the Demised Premises. The cost of such temporary store
front or barricade shall equal Fifty-five and no/100 Dollars ($55.00) per linear
foot of lease line fronting on the Common Areas. Within twenty (20) days after
receipt of an invoice therefor, Tenant shall reimburse Landlord the full cost of
the temporary store front or barricade.

         6. Use of the Premises.

         (a) Continuous Occupancy. The Demised Premises shall, during the Lease
Term, be used and occupied only for the Use Permitted specifically set forth in
this Lease in Paragraph l(i) and for no other purpose and operated only under
the Trade Name specifically set forth in this Lease in Paragraph 1 (j) and under
no other name or such other trade name as Tenant may use for all or
substantially all of its stores, without the written consent of Landlord.
Landlord agrees not to unreasonably withhold its consent to a change in the
Trade Name. Tenant shall keep the Demised Premises open for business
continuously during the Lease Term between the hours of 10:00 a.m. and 9:30
p.m., six days per week, and between the hours of 12:30 p.m. and 5:30 p.m. 


                                      -12-
<PAGE>


on Sundays, or such different hours as shall be prescribed by Landlord, provided
Landlord imposes those different hour requirements on a numerical majority of
the tenants of the Shopping Center. Tenant's obligation to open for business
shall be subject to governmental regulations or governmental recommendations
approved by Landlord with which Tenant hereby agrees to comply. Tenant shall
install and maintain in the Demised Premises store fixtures of high quality and
shall, after the Rent Commencement Date, continuously, actively and diligently
operate its business in the whole of the Demised Premises in a high-grade,
reputable manner throughout the Lease Term, maintaining in the Demised Premises
a full staff of employees and a full and complete stock of merchandise, and in
general employ its best business judgment, efforts and abilities to operate its
business in an efficient and businesslike manner, to the end that the maximum
volume of sales which can be reasonably produced in the Demised Premises shall
be realized under the Trade Name set forth in Paragraph 1 (j). Under no
circumstances shall the Demised Premises be used for any of the following
purposes:

                  (i) the sale or distribution of alcoholic beverages for
         consumption on or off the Demised Premises, unless first approved in
         writing by Landlord; or

                  (ii) the sale of merchandise from vending machines, without
         the prior written consent of Landlord, except vending machines
         installed for sales to employees only; or

                  (iii) the operation of coin or token-operated video games or
         machines of a similar nature.

         (b) Failure to Comply. If Tenant fails to comply with any provision of
this Paragraph 6, then, in addition to any and all other equitable and legal
remedies which Landlord may have, Tenant agrees to pay on the first day of each
month, as additional rent, a sum equal to one-half (1/2) of the Guaranteed
Minimum Rent provided for in Paragraph 4(a) for the period it fails to comply
with such requirements, adjusted on a daily basis.

         (c) Tenant shall not use or suffer or permit to be used the Demised
Premises or any part thereof in violation of any law or ordinance or any
regulation of any governmental authority or in any manner that will constitute a
nuisance, or that will injure the reputation of the Shopping Center or any part
thereof, or for any hazardous purpose, or that will violate, suspend, void or
serve to increase the premium rate of or make inoperative any policy or policies
of insurance of any kind whatsoever at any time carried on any property,
buildings or improvements in the Shopping Center or any part thereof.

         (d) Rules and Regulations. Tenant shall, before opening for business in
the Demised Premises, comply in all respects with the Criteria. In addition,
during the Lease Term, Tenant agrees:

                  (i) To take possession and open for business, as required
         hereby; and, to keep its display windows, including windows and shadow
         boxes in the Demised Premises, dressed and illuminated and its interior
         mall signs and lights suitably lighted until 10:00 p.m., except for
         special promotional events approved or sponsored by Landlord.


                                      -13-
<PAGE>


                  (ii) To keep the Demised Premises, including all vestibules,
         entrances and returns located therein, all improvements thereon, and
         all windows, doors and glass or plate glass fixtures, in a safe, neat
         and clean condition at all times; and to keep the windows free from
         unsightly window advertising and to refrain from painting or otherwise
         covering the same, or making any changes thereto or to the front of the
         Demised Premises, and not to have any signs or merchandise located
         within one (1) foot of the front of the Demised Premises or within one
         (1) foot from any store window thereof, except that Tenant may display
         its product under glass within 6 inches of the front of the Demised
         Premises. The attachment of advertising to plate glass, store fronts,
         doors and/or windows is prohibited.

                  (iii) To store or stock in the Demised Premises only such
         goods, wares, merchandise, or other property as shall be reasonably
         required in connection with Tenant's business in the Demised Premises.

                  (iv) To use for offices, clerical or other non-selling
         purposes only such space in the Demised Premises as is from time to
         time reasonably required for Tenant's business therein.

                  (v) To store and/or separate all trash and garbage in adequate
         containers within the Demised Premises, maintained in a neat and clean
         condition and located as Landlord shall from time to time designate,
         and so as not to be visible to the public in or outside the Shopping
         Center and so as not to create or permit any health, safety or fire
         hazard, and arrange for regular removal thereof at Tenant's expense. If
         Landlord requires the same, all garbage and trash must be compacted in
         the manner and in a location in or outside the Demised Premises as
         reasonably required by Landlord. In the event that any governmental
         authority requires or recommends that trash and garbage be separated
         and recycled, Tenant agrees to comply with such requirement or
         recommendation.

                  (vi) Not to burn any papers, trash or garbage of any kind in
         or about the Demised Premises or the Shopping Center.

                  (vii) Not to use or operate any equipment, fixtures or
         machinery which in Landlord's reasonable opinion is harmful to it or
         disturbs other tenants or customers in the Shopping Center. Landlord
         acknowledges that the Demised Premises are to be used as a food service
         operation and Tenant's kitchen equipment, fixtures and machinery
         approved by Landlord shall not be deemed harmful.

                  (viii) Not to use the plumbing facilities for any purpose
         other than that for which they were constructed. Tenant shall not
         dispose of any substances in such facilities which may clog, corrode or
         damage the plumbing pipes, lines or conduits of the Shopping Center
         whether through the utilization of "garbage disposal" units or
         otherwise. If Tenant uses the Demised Premises for the sale,
         preparation or service of food, Tenant shall regularly perform chemical
         and/or enzyme cleaning and/or shall install such grease traps as are
         necessary or desirable to prevent the accumulation of grease or other
         wastes in the plumbing facilities servicing the Demised Premises. The
         foregoing shall not be deemed to 


                                      -14-
<PAGE>


         permit Tenant to use the Demised Premises as provided in the preceding
         sentence unless such use is specified in Paragraph 1 (i).

                  (ix) Not to distribute any handbills or other advertising
         matter on or about any part of the Shopping Center outside the Demised
         Premises.

                  (x) Not to advertise any going-out-of-business, removal, fire,
         bankruptcy, auction or other distress sale on the Demised Premises. If
         any such covenant by Tenant is deemed unlawful, then no such activity
         may be so conducted, unless and until satisfactory proof has been
         supplied to Landlord that the person intending to conduct such sales
         has complied meticulously with all legal requirements, including
         without limitation any applicable rules and regulations of the Federal
         Trade Commission.

                  (xi) Not to use any sidewalks, walkways or other Common Areas
         of the Shopping Center, or any vestibules or entrances located within
         the Demised Premises for the keeping, displaying, advertising and/or
         sale of any merchandise or other object.

                  (xii) Not to install on or about the Demised Premises any
         exterior lighting, amplifiers or similar devices, and not to use in, on
         or about the Demised Premises any advertising medium which may be heard
         or experienced outside the Demised Premises, such as flashing lights,
         search lights, loudspeakers, phonographs, television, radio broadcasts
         or video players. Except for the music system set forth in Exhibit E,
         Section D, Tenant Shall not use, install or cause to be installed in
         the Demised Premises any background music and/or public address system.

                  (xiii) Not to install a television antenna outside the Demised
         Premises without Landlord's written consent. If Tenant is permitted to
         connect with any master antenna provided by Landlord, Tenant shall
         furnish and install any and all wiring and booster systems related to
         such connection and the operation within the Demised Premises of
         television receivers, and Tenant shall pay to Landlord such reasonable
         connection and/or subscription charges as Landlord may establish.

                  (xiv) To keep the Demised Premises clean, orderly, sanitary
         and free from objectionable odors and from termites, insects, vermin
         and other pests, and not to keep any live animal of any kind in, upon
         or about the Demised Premises. Any program of extermination and the
         company or person performing the same shall be subject to Landlord's
         approval, not to be unreasonably withheld. If Landlord establishes any
         pest, vermin or other extermination program for all or part of the
         Shopping Center, it may require Tenant to participate in such program;
         and Tenant covenants to reimburse Landlord the reasonable cost thereof
         as estimated by Landlord, including, but not limited to, Landlord's
         reasonable expense in administering the program.

                  (xv) To comply with any and all requirements of any of the
         constituted public authorities, and with the terms of any state or
         federal statute or local ordinance or regulation applicable to Tenant
         or its use of the Demised Premises, and to save Landlord 


                                      -15-
<PAGE>


         harmless from penalties, fines, costs, expense or damages resulting
         from Tenant's failure to do so.

                  (xvi) To give to Landlord immediate verbal notice followed by
         prompt written notice of any accident, fire or damage occurring on or
         to the Demised Premises.

                  (xvii) To perform all loading and unloading of goods only at
         such times, in the areas and through such entrances as may be
         designated for such purposes by Landlord. Trailers and/or trucks
         servicing the Demised Premises shall follow such routes in the Shopping
         Center as are designated by Landlord and shall remain parked in
         designated areas of the Shopping Center as from time to time required
         by Landlord.

                  (xviii) To require Tenant's employees to park their vehicles
         only in those portions of the parking area or at such other places as
         are designated for that purpose by Landlord from time to time. Tenant
         agrees that at least five (5) days prior to its opening for business in
         the Shopping Center and from time to time thereafter, within five (5)
         days after receipt of written notice from Landlord, it will furnish
         Landlord with the make, model and State license numbers assigned to
         Tenant's vehicles, and the vehicles of all of Tenant's directors,
         officers, employees, agents, contractors, subtenants, licensees and
         concessionaires, and that if required by Landlord, such vehicles will
         be identified or marked with a standard plate, sticker or other means
         of identification provided by Landlord. Tenant further agrees that it
         will require all employees to execute an agreement in form satisfactory
         to Landlord authorizing Landlord, without notice or liability, to
         remove any employee's vehicle not parked in a designated area and to
         have such vehicle placed in the designated area, with the Tenant to
         bear the reasonable expense of such towing. In the event of a failure
         to park in the portion of the parking area designated by Landlord as
         aforesaid (whether or not the vehicle of an offending employee is
         towed) or failure of any employee of Tenant to place identification
         provided by Landlord on his vehicle, Tenant agrees to pay Landlord as
         additional rent Ten and no/100 Dollars ($10.00) per vehicle for each
         day such violation continues.

                  (xix) Not to place a load on any floor exceeding the floor
         load per square foot which such floor was designed to carry. Tenant
         shall not install, operate or maintain any heavy item of equipment in
         the Demised Premises except in such manner achieving proper
         distribution of weight satisfactory to Landlord's architect or
         structural engineer.

                  (xx) To comply with all reasonable rules and regulations of
         Landlord in effect at the time of the execution of this Lease, or at
         any time or times, and from time to time promulgated by Landlord, which
         Landlord in its sole discretion shall deem necessary for the proper
         operation of the Shopping Center, or the Demised Premises, all in
         accordance with good standards for the operation of a regional enclosed
         mall shopping center, including, but not limited to, the installation
         of such fire extinguishers and other safety equipment as Landlord may
         require; it being understood that Landlord may except certain tenants
         leasing more than ten thousand (10,000) square feet from compliance
         with all or 


                                      -16-
<PAGE>


         part of the rules and regulations. Landlord agrees not to discriminate
         against Tenant in enforcing such rules and regulations.

         (e) Installation of Signs, Awnings, Canopies, Fixtures and Alterations
by Tenant. All fixtures installed by Tenant shall be new. After the completion
of Tenant's Work, Tenant shall not decorate, paint or in any other manner alter
the Demised Premises, or any part thereof, and shall not install or affix any
sign, device, fixture or attachment on or to the exterior or interior of the
Demised Premises, or any building or any pan thereof on the Demised Premises,
including the roof or the canopy thereof, nor place any vents, structure,
building, improvements, sign or advertising device, or obstruction of any type
or kind upon the Common Areas or upon the Demised Premises without first
obtaining Landlord's written consent and complying in all respects with the
provisions of the Criteria, unless the Landlord consents to the contrary in
writing, which consent shall not be unreasonably withheld. If Tenant shall do
any of the foregoing acts in contravention of this Paragraph 6(f), without
limiting any other remedy Landlord may have therefor under this Lease, in law or
in equity, Landlord shall have the right to remove any such decoration, paint,
alteration, sign, device, fixture or attachment and restore the Demised Premises
or the Common Areas to the condition thereof prior to such act. The cost of such
removal and restoration shall be paid by Tenant to Landlord as additional rent
within ten (10) days after written demand. If requested by Landlord, Tenant
agrees to remove any and all signs, awnings, canopies, fixtures, alterations,
installations, additions and/or improvements from the Demised Premises at the
expiration or earlier termination of the Lease Term.

         (f) Hazardous Materials.

                  (i) Hazardous Materials Defined. For purposes of this
         Paragraph, the term "Hazardous Materials" includes, without limitation,
         any flammable explosives, radioactive materials, asbestos and asbestos
         containing materials, hazardous wastes, hazardous or toxic substances,
         or related materials defined in the Comprehensive Environmental
         Response, Compensation and Liability Act of 1980, as amended (42 U.S.C.
         Sections 9601, et seq.), the Hazardous Materials Transportation Act, as
         amended (49 U.S.C. Sections 1801, et seq.), the Resource Conservation
         and Recovery Act of 1976, as amended (42 U.S.C. Sections 6901, et
         seq.), and in the regulations adopted and publications promulgated
         pursuant thereto, or any other federal, state or local environmental
         laws, ordinances, rules, or regulations dealing with hazardous
         materials.

                  (ii) Environmental Regulations Defined. For purposes of this
         Paragraph 6(g), the term "Environmental Regulations" shall mean all
         federal, state and local laws, including all zoning laws or ordinances,
         and all regulations, codes, requirements, public and private land use
         restrictions, rules and orders which relate to or govern Hazardous
         Materials and/or the environmental conditions in, on, under or about
         the Demised Premises, including, but not limited to, air quality, soil
         conditions and surface and subsurface water conditions.

                  (iii) Environmental Compliance. Tenant represents, warrants,
         and covenants to Landlord that Tenant shall at no time use or permit
         the Demised Premises to be used in 


                                      -17-
<PAGE>


         violation of any Environmental Regulations. Tenant shall assume sole
         and full responsibility for, and shall remedy in its sole cost and
         expense, all such violations. Tenant shall at no time use, generate,
         release, store, treat, dispose of, or otherwise deposit, in, on, under
         or about the Demised Premises any Hazardous Materials in violation of
         any Environmental Regulations: or permit or allow any third party to do
         so, without Landlord's express, prior, written consent. Tenant's
         compliance with the terms of this subparagraph (iii) and with all
         Environmental Regulations shall be at Tenant's sole cost and expense.
         Tenant shall pay or reimburse Landlord for any costs or expenses
         incurred or payable by Landlord, including reasonable attorneys',
         engineers', consultants' and other experts' fees and disbursements to
         determine, review, approve, consent to or monitor the requirements for
         compliance with Environmental Regulations.

                  Tenant shall provide Landlord with written notification,
         immediately upon the discovery or notice or reasonable grounds to
         suspect, by Tenant, its successors, assigns, licensees, invitees,
         employees, agents, partners and/or any other third party, that any
         provision of this paragraph has not been strictly complied with.
         Landlord may exercise any of its rights and remedies under this Lease,
         including the provisions of Paragraph 16, if any provision of this
         paragraph is not strictly complied with at all times. Landlord's
         election to conduct inspections of the Demised Premises shall not be
         construed as approval of Tenant's use of the Demised Premises or any
         activities conducted thereon, and shall in no way constitute an
         assumption by Landlord of any responsibility whatsoever regarding
         Tenant's use of the Demised Premises or Hazardous Materials.

                  (iv) Indemnification. Tenant shall defend, indemnify and hold
         harmless Landlord and its employees, agents, officers and directors
         from and against any claims, demands, penalties, fines, liabilities,
         settlements, damages, costs or expenses of whatever kind or nature,
         known or unknown, contingent or otherwise arising out of or in any way
         related to the acts and omissions of Tenant, Tenant's officers,
         directors, employees, agents, contractors, subcontractors, subtenants
         and invitees with respect to (a) the generation, manufacture,
         transport, treatment, storage, handling, production, processing,
         disposal, release or threatened release of any Hazardous Materials
         which are on, from, or affecting the Demised Premises, including,
         without limitation, the soil, water, vegetation, buildings and
         improvements thereon, (b) any personal injury (including wrongful
         death) or property damage (real or personal) arising out of or related
         to such Hazardous Materials, (c) any lawsuit brought or threatened,
         settlement reached, or governmental order relating to such Hazardous
         Materials, and (d) any violations of laws, orders, regulations,
         requirements or demands of government authorities, or any reasonable
         policies or requirements of Landlord, which are based upon or in any
         way related to such Hazardous Materials including, without limitation,
         attorney and consultant fees, investigation and laboratory fees, court
         costs and litigation expenses. This indemnification shall survive the
         termination, cancellation and surrender of this Lease however
         effectuated.

                  (v) Termination, Cancellation, Surrender. In the event this
         Lease is terminated, canceled or surrendered for any reason whatsoever,
         Tenant shall deliver the 


                                      -18-
<PAGE>


         Demised Premises to Landlord free of any and all Hazardous Materials
         installed by or on behalf of Tenant so that the condition of the
         Demised Premises shall conform with all Environmental Laws affecting
         the Demised Premises.

                  (vi) If subsequent to the date Tenant accepts possession of
         the Demised Premises it is determined that there are any
         asbestos-containing materials (other than vinyl asbestos tile or
         mastic) ("Asbestos") in the Demised Premises which were installed prior
         to Landlord 's delivery of the Demised Premises to Tenant, and such
         Asbestos was not installed by Tenant or any affiliate of Tenant (or any
         party- acting under Tenant or its affiliate) during a prior occupancy
         of the Demised Premises or a portion thereof, and such Asbestos is
         required by applicable Law to be removed, encapsulated or otherwise
         treated (a "Remediation"), then Tenant shall as soon as practicable,
         give written notice to Landlord advising Landlord of the condition.
         Upon receipt of said notice from Tenant, Landlord shall perform the
         Remediation at Landlord's cost as Landlord deems appropriate so that
         Environmental Law is complied with. If on account of any Remediation
         Landlord performs at the Demised Premises, Tenant cannot and does not
         operate in the entire Demised Premises, then all regularly payable
         Guaranteed Minimum Rent shall abate until the earlier of the date
         Tenant can again reasonably operate in the Demised Premises or the date
         Tenant does begin operating in the Demised Premises. Notwithstanding
         anything contained herein to the contrary., if any Remediation was
         necessitated by the act of Tenant or Tenant's agent, employees or
         contractors, the Remediation shall be at Tenant's expense. Tenant shall
         cooperate with Landlord in connection with any Remediation Landlord
         performs at the Demised Premises.

         7. Landlord's Covenant to Maintain.

         Landlord will keep and maintain in good order and repair during the
Lease Term the roof, the exterior and principal structural portions of the
buildings and other improvements constituting the Shopping Center; provided,
however, that Landlord will not be responsible for or required to make, and
Tenant will make, any repairs which may have been occasioned or necessitated by
the negligence of Tenant, its agents, employees or invitees. Landlord shall not
be liable for any damages resulting from its failure to make repairs, unless
such failure continues beyond a reasonable time after receipt of notice from
Tenant of the necessity for such repairs.

         8. Tenant's Covenant to Maintain.

         (a) Tenant will, at its own expense, keep and maintain in good order
and repair during the Lease Term all parts of the Demised Premises, including
without limitation, the storefront, any exterior wall separating the Demised
Premises from the enclosed mall, the interior thereof and all window glass,
plate glass, plumbing, wiring, electrical systems and those portions of central
heating and air-conditioning systems exclusively serving the Demised Premises.

         (b) Tenant shall maintain all heating and air-conditioning equipment
serving the Demised Premises, and shall keep in force a standard maintenance
agreement on all such equipment and provide a copy of said maintenance agreement
to Landlord. All parts of the interior of the Demised Premises shall be painted
by Tenant when reasonably necessary, as 


                                      -19-
<PAGE>


determined by Landlord, but at least every four (4) years. Tenant will surrender
the Demised Premises at the expiration or earlier termination of this Lease in
as good condition as when initially completed, excepting only deterioration
caused by ordinary wear and tear and damage by fire or other casualty which
results in an early termination of the Lease, and except as expressly provided
to the contrary in this Lease. All replacements and modifications made by Tenant
to the Demised Premises shall become the property of Landlord at the end of the
Lease Term, subject to the other provisions of this Lease.

         (c) Should Tenant, with Landlord's approval, desire to install a
cooling tower or other air conditioning equipment on the roof of the building of
which the Demised Premises forms a part, or desire to perform any other work on
the roof, Tenant agrees to assume primary responsibility for the maintenance and
repair of that portion of the roof where such installation is made or such work
performed. All such work, maintenance and repair shall be performed by Landlord
or Landlord 's designee. Tenant shall pay Landlord for such work within thirty
(30) days after demand by Landlord. Such installation and the operation,
maintenance and repair thereof shall be made by such persons and in such manner
that the rights of Landlord under any roofing bond or roof guaranty then in
force shall not be affected or voided thereby. Tenant agrees to be solely
responsible for all damages to Landlord and/or other tenants in the Shopping
Center resulting from the installation, operation, maintenance and/or repair of
such cooling tower or other air conditioning equipment, or other equipment or
work of any nature.

         (d) If any repairs required to be made by Tenant under this Lease are
not completed within thirty (30) days, or in case of emergency if those repairs
are not made immediately, Landlord, without limiting any other right or remedy
it may have therefor, may at its option make such repairs without liability to
Tenant for any loss or damage which may result to its stock or business by
reason of such repairs; and, Tenant shall pay to Landlord as additional rent
within thirty (30) days after written demand, the cost of such repairs. If any
repairs required to be made by Tenant are commenced when necessary, but cannot
be completed within thirty (30) days, then Tenant shall have an additional
reasonable period of time to complete the repairs, so long as it continues to
prosecute the completion of the repairs with due diligence, and provided it
keeps Landlord fully informed on the progress of its repairs.

         (e) Except as specifically provided in Paragraph 7 and Paragraph 13,
Landlord shall have no obligation to repair, maintain, alter, replace or modify
the Demised Premises or any part thereof, or any plumbing, heating, electrical,
air-conditioning or other mechanical installation therein, or serving same.
Under no circumstances shall Landlord be obligated to repair, replace or
maintain any windows, doors, plate glass or door or window glass, except when
and to the extent of proceeds received from Landlord's fire, extended coverage
or other hazard insurance. Notwithstanding the provisions of this Paragraph 8,
Tenant will not be responsible or required to make, and Landlord will make any
repairs which may have been occasioned or necessitated by the negligence of
Landlord, its agents or employees (acting within the scope of their employment),
to the extent that liability- for such occurrence is not coverable by the
policies of insurance required to be maintained by Tenant pursuant to this
Lease.

         9. Common Areas.


                                      -20-
<PAGE>


         (a) Control of Common Areas. The Common Areas shall at all times be
subject to the exclusive control and management of Landlord; and Landlord shall
have the right from time to time to change, enlarge, diminish or rearrange the
area, level, location and arrangement of the Common Areas, to restrict parking
by tenants and their employees to employee parking areas, and to make all rules
and regulations and do such things from time to time as in Landlord's sole
discretion may be necessary regarding said Common Areas. Landlord shall not make
any permanent changes to the Common Areas to materially adversely affect
customer access to the Demised Premises from the interior of the enclosed mall.
Landlord hereby reserves the right at any time to make alterations or additions
to and to build additional stories on the building in which the Demised Premises
are a part and to build adjoining the same. Landlord further reserves the right
to construct other buildings on, improvements in the Shopping Center or the
Integrated Shopping Center, including without limitation, in the Common Areas,
and/or to add additional land to the Shopping Center or the Integrated Shopping
Center and construct buildings or improvements thereon, from time to time, and
to make improvements, alterations or additions and to build additional stories
on any such buildings or improvements, and to build adjoining same and to
construct below ground or elevated parking facilities.

         Tenant consents and agrees that any and/or all of the Common Areas and
any and all services and facilities and any access to the Demised Premises or
the Shopping Center may, without suspension or abatement of Tenant's obligations
hereunder, be suspended, in whole or in part, during such times as on legal
holidays, on such other days as may be declared by local, state or Federal
authorities as days of celebration or observance, or during any period of actual
or threatened civil commotion, insurrection or other circumstances beyond
Landlord 's control when Landlord, in Landlord's sole judgment, shall deem the
suspension of such services, facilities and access necessary for the protection
and preservation of persons or property.

         Landlord may at any time close temporarily all or part of the Common
Areas to make repairs or changes therein or to effect construction, repair or
changes within the Shopping Center, to prevent the acquisition of public rights
in such area, or to discourage non-customer parking, and may do such other acts
in and to the Common Areas as in its judgment may be desirable to improve the
convenience thereof.

         (b) Tenant's Share of Common Area Costs. In each calendar year or
partial calendar year of the Lease Term after the Rent Commencement Date, Tenant
will pay to Landlord as additional rent without deduction or set-off, its pro
rata share of Landlord's actual cost for operating and maintaining the Common
Areas. Landlord's cost of maintaining the Common Areas shall mean total costs
and expenses incurred in operating, maintaining and repairing the Common Areas,
including, without limitation, the cost of all materials, supplies and services
purchased or hired therefor; the cost and expense of landscaping, gardening and
planting, cleaning, painting (including striping), decorating, repaving,
lighting, sanitary control, removal of snow, trash, garbage and other refuse,
roof repairs, heating, ventilating and air conditioning of the enclosed malls,
fire protection, security devices and personnel, water and sewage charges, any
parking tax or surcharge imposed by law against the Landlord, the Shopping
Center, or the Common Area therein; the costs of capital improvements made to
the building of the Shopping Center after the Rent Commencement Date which, in
Landlord's reasonable judgment, are 


                                      -21-
<PAGE>


expected to result in a net reduction of Common Area cost or are required under
any governmental law or regulation that was not applicable to the Shopping
Center as of the date of this Lease, such cost thereof to be amortized over such
reasonable period as Landlord shall determine, together with interest on the
unamortized balance at the rate of two percent (2%) per annum in excess of the
Prime Rate as published in the Wall Street Journal on the date such capital
improvements are completed or if such rate is no longer published then at the
rate of two percent (2%) per annum in excess of the Prime Rate of American
Security Bank (Washington, DC), or such higher rate as may have been paid by
Landlord on funds borrowed for the purpose of constructing said capital
improvements; the cost of all insurance carried by Landlord, covering the Common
Area, including without limitation, public liability, personal and bodily injury
and property damage liability and automobile coverage, fire and extended
coverage, rent interruption, vandalism and malicious mischief and all broad form
coverages, sign insurance and any other insurance that may be carried by
Landlord covering the Common Area, all in limits selected by Landlord,
{provided, however, such costs for insurance are not included in the amounts
paid by Tenant pursuant to Paragraph 4(b)} the cost of operation of loudspeakers
and any other equipment supplying music to the Common Areas or any parts
thereof; the cost of a customer service booth or area and personnel related
thereto; the cost of operation of public toilets, installing and renting of
signs, maintenance, repair and replacement of utility systems serving the Common
Areas, including water, sanitary sewer and storm water lines and other utility
lines, pipes and conduits; depreciation of machinery and equipment owned and
used in the operation, maintenance and repair of the Common Areas or the rental,
repair and maintenance charges for such machinery and equipment; payments toward
mass transit or car pooling facilities or otherwise as required by Federal,
State or local authorities; costs and expenses in connection with maintaining
Federal, State or local governmental ambient air and environmental standards;
the cost of personnel (including applicable cable payroll taxes, workmen' s
compensation insurance and disability insurance) to implement all of the
foregoing, including the policing of the Common Areas and the directing of
traffic and parking of automobiles on the parking areas thereof; and the
management fee payable to the manager of the Shopping Center; plus fifteen
percent (15 %) of such costs to cover administration and overhead, and less any
amounts paid by Major Stores and tenants whose spaces do not front on the
enclosed mall toward such cost. Landlord may cause any or all of said services
to be provided by an independent contractor or contractors. Landlord agrees not
to charge such 15% administration and overhead fee on real estate taxes,
Landlord's property- insurance on the Shopping Center, Landlord's liability
insurance or the management fee. Tenant's pro rata share shall be computed by
multiplying Landlord's costs by a fraction having as its numerator the Floor
Area of the Demised Premises as set out in Paragraph l(a) and as its denominator
the Gross Leased Area of the Shopping Center. Landlord shall bill Tenant for
such costs as a separate charge in advance on the first day of each calendar
month in an amount estimated by Landlord. Such estimate will be based on
Landlord's projected costs for operating and maintaining the Common Areas for
that calendar year.

         After the end of each calendar year, Landlord will furnish to Tenant a
statement showing in reasonable detail the amount of Landlord's costs for such
services for the preceding calendar year, any deficit will be paid by Tenant
within thirty (30) days after demand from Landlord. Any surplus will be applied
against Guaranteed Minimum Rent thereafter coming due. The annual 


                                      -22-
<PAGE>


and monthly payments for the ensuing calendar year shall be estimated
accordingly. Changes in applicable Floor Areas shall result in corresponding pro
rata adjustments.

         The following items shall not be included in any Common Area costs,
Food Park Area charges and/or charges that are payable by Tenant:

                  (i) debt service of any loans related to any part of the
         Shopping Center, including any interest thereon, or any expenses or
         charges related to or arising out of such loans;

                  (ii) rents arising out of or becoming due under any underlying
         ground lease, together with any expenses or charges related to or
         arising out of such ground lease;

                  (iii) costs incurred in the encapsulation, disposal, removal
         or abatement of Hazardous Materials from within, upon or beneath the
         Shopping Center;

                  (iv) cost of repairs or replacements to cure latent defects in
         the structural elements of the Shopping Center;

                  (v) capital expenditures or depreciation, except for capital
         expenditures that will reduce the cost of maintaining the Common Areas
         and depreciation of equipment used to maintain the Common Areas;

                  (vi) contributions to any "reserve fund" (or the like) which
         Landlord may maintain for the purpose of paying costs associated with
         any future repairs, replacements or modification of the Common Areas or
         Food Park Area;

                  (vii) expenditures for the initial improvements constructed
         upon the Shopping Center or for expenditures for the initial
         improvements of any expansion, alteration or modification thereof;

                  (viii) costs of any items to the extent Landlord is reimbursed
         from insurance proceeds;

                  (ix) wages, salaries, or other benefits paid to any off-site
         employees except to the extent of the management fee and the fifteen
         percent (15%) administrative fee specifically set forth in Paragraphs
         9(b) and 9(d) of this Lease is applied thereto;

                  (x) costs, disbursements or expenses (including, but not
         limited to, advertising expenses, legal fees, vacancy costs, rent or
         other rent concessions and/or refurbishment or improvement expenses,
         leasing commissions, attorneys' fees) incurred in connection with or
         arising out of negotiations or disputes with tenants or other occupants
         or prospective tenants of the Shopping Center, or associated with the
         enforcement, defense, execution or renewal of any lease or recovery of
         possession of any tenant's premises 'or the defense of Landlord's title
         to or interest in the Shopping Center or any part thereof or defense of
         any alleged violation by Landlord of any lease affecting the Shopping
         Center or part thereof;


                                      -23-
<PAGE>


                  (xi) increases in insurance premiums due specifically as a
         result of another tenant's use of its premises or due to a violation by
         another tenant of its lease;

                  (xii) repairs, restoration or other work resulting from any
         eminent domain proceeding or similar governmental or quasi-governmental
         taking or deed or sale in lieu thereof,

                  (xiii) costs that the Landlord is entitled to recover from
         third party-contractors or warrantors as a result of provisions
         contained in their specific contracts and/or warranties;

                  (xiv) costs related to or compensation to employees or other
         persons utilized in commercial concessions (other than Landlord's
         customer service booth or similar concession) owned or operated by
         Landlord, except where concessions owned are offered solely for the
         benefit of the tenants or other occupants of the Shopping Center;

                  (xv) costs, fines or penalties incurred due to violations by
         Landlord of any lease or any governmental laws, rules or regulations;
         or

                  (xvi) overhead and profit paid to any subsidiary or affiliate
         of Landlord to the extent that the cost thereof would not have been
         paid had the services and materials been provided by an unaffiliated
         third party on a competitive basis.

         (c) Security. Landlord may, from time to time and to the extent it
deems appropriate in its reasonable discretion, determine whether to supply
security services in the Common Areas and additional traffic control for the
Shopping Center. Notwithstanding any other provision of this Lease, Landlord
shall not be liable for any loss or damages suffered by Tenant or anyone else by
failure to supply such services or for any loss attributable to such services
when they are supplied, no matter how caused. It is specifically understood and
agreed that, by supplying such services, Landlord shall not be deemed to relieve
Tenant of its duty to maintain security within the Demised Premises nor of its
performance of the terms, covenants and conditions of this Lease. If any such
security services are provided, the costs for the same shall be included in
Common Area costs set out in Paragraph 9(b) above.

         (d) It is understood that Landlord may permit one or more "Mass
Transit" stops in the Common Areas of the Shopping Center for public
transportation at such locations and at such times, from time to time, as
Landlord may desire.

         (e) Tenant shall pay its pro rata share of the costs and expenses, if
any, to Landlord for compliance with any governmental law, statute or regulation
in connection with any environmental or energy controls enacted after the date
hereof including, but not limited to, any governmental parking tax, on the same
basis as provided for the cost of Common Area Maintenance under Paragraph 9(b),
provided such expense is amortized in accordance with generally accepted
accounting principles.


                                      -24-
<PAGE>


         (f) Notwithstanding any provisions of this Lease, if any governmental
law, statute, ordinance, regulation, executive order or proclamation or other
governmental requirement or any governmental regulation approved by Landlord
requires or recommends that Landlord not perform any obligation as contained
herein in connection with any energy generation and any energy conservation or
use program, the Landlord may comply therewith without being deemed in violation
of this Lease.

         10. Utilities.

         During the Lease Term, Tenant shall pay for all electricity, heat,
air-conditioning, water, sewage, janitor service, garbage disposal and other
utilities or services required by it in the use of the Demised Premises.
Landlord may elect to furnish any such utilities or services to Tenant, or may
contract with a third party to provide such utilities and services to Tenant, in
which event Tenant agrees to purchase the same from Landlord or Landlord's
designee provided that Landlord or Landlord's designee shall not charge more for
those services than the consumer rate that would be charged by the public
service corporation, municipal authority or other entity, as the case may be,
supplying similar services to a similar sized commercial customer in the area in
which the Demised Premises are situated. In addition, Landlord may elect to
furnish heat and air-conditioning to the Demised Premises by a central system
serving other parts of the Shopping Center, in which event Landlord will pay for
the cost of utilities incurred in providing heating and air-conditioning and for
all repairs and replacements necessary to maintain the equipment (excluding any
repairs which are the obligation of Tenant pursuant to Paragraph 8), and Tenant
will pay to Landlord in monthly installments for such heating and
air-conditioning, as additional rent, a sum determined on such reasonable and
non-discriminatory basis as Landlord may prescribe. Landlord reserves the right
thereafter to discontinue the use of said central system. Should Landlord elect
to install such system, Tenant agrees, at Tenant's expense, to connect Tenant's
equipment to Landlord 's system. Landlord may elect to supply Tenant with
electricity for lighting and miscellaneous power needs, in which event Tenant
will pay to Landlord in monthly installments for such electricity, as additional
rent, a sum determined in accordance with Exhibit F which is designated "Energy
Service and Energy Charges".

         Tenant agrees to operate any separate heating and air-conditioning unit
in the Demised Premises during all hours that Tenant's store is open for
business and during all hours that the heat and air-conditioning units for the
enclosed mall area are in operation, but in no event later than 10:00 p.m. or
earlier than 8:00 a.m.

         Landlord shall not be liable to Tenant for any damages should the
furnishing of any utilities by Landlord be interrupted or required to be
terminated because of necessary repairs or improvements or any cause beyond the
reasonable control of Landlord. Nor shall any such interruption or cessation
relieve Tenant from the performance of any of Tenant's covenants, conditions and
agreements under this Lease. However, in the event it becomes reasonably
necessary- for Tenant to cease operating its business within the Demised
Premises for a period of time in excess of three (3) consecutive business days
as a result of any interruption or termination in any utilities or services
required to be furnished by Landlord and in the further event that such
interruption or termination is due to the fault or negligence of Landlord or due
to repairs, 


                                      -25-
<PAGE>


installations or improvements which are the responsibility of Landlord, then
Guaranteed Minimum Rent and other charges under this Lease shall thereafter
abate until such services or utilities are restored. 

         11. Laws and Insurance Standards.

         Tenant shall, during the Lease Term, at Tenant's sole cost and expense,
promptly comply with all laws, ordinances, rules, regulations, directives and
standards of all federal, state, county and municipal governments and all
departments and agencies thereof having jurisdiction over the Demised Premises
now or hereafter in effect. Tenant shall, at Tenant's sole cost and expense,
make all changes to the Demised Premises which are or hereafter may be required
in order to comply with the foregoing. Notwithstanding the foregoing, Tenant
shall not be required to make any structural changes to the Demised Premises due
to the provisions of this Paragraph 11. Tenant expressly covenants and agrees to
indemnify and save Landlord harmless from any penalties, damages or charges
imposed for any violation of any of the covenants herein expressed, whether
occasioned by Tenant or any person upon the Demised Premises by license or
invitation of Tenant or holding or occupying the same or any part thereof under
or by right of Tenant. If Tenant fails to comply with any of the foregoing, and
as the result thereof the premiums for any insurance which Landlord may then or
thereafter have covering the Shopping Center or any part thereof are increased,
then, without limiting Landlord's other remedies or rights in regard to such
failure, Tenant shall pay to Landlord on demand all increases in any such
insurance premiums on the Shopping Center, or such part of any such increase as
Landlord may require on a reasonable basis.

         Tenant shall have no claim against Landlord for any damages should
Tenant's use and occupancy of the Demised Premises for the purposes set forth in
this Lease be prohibited or substantially impaired by reason of any law,
ordinance or regulation of federal, state, county or municipal governments or by
reason of any act of any legal or governmental or other public authority.
Landlord shall be required to obtain all governmental licenses and permits and
comply with all requirements, laws, ordinances, rules, regulations, directives
and standards of all federal, state, county and municipal governments or
agencies or constituted public authorities having jurisdiction thereof
applicable to Landlord's lease obligations and its operation of the Shopping
Center.

         12. Indemnification of Landlord and Tenant and Liability Insurance.

         (a) Subject to Paragraph 13(c), Tenant shall indemnify, defend and hold
Landlord harmless from suits, actions, damages, liability and expense in
connection with loss of life, bodily or personal injury or property damage
arising from or out of any occurrence in, upon, at or from the Demised Premises
or the occupancy or use by Tenant of the Demised Premises or any part thereof,
or occasioned wholly or in part by any act or omission by Tenant, its agents,
contractors, employees, servants, invitees, licensees or concessionaires.

         (b) Tenant shall store its property in, and shall occupy, the Demised
Premises at its own risk. Landlord and its agents, employees and contractors
shall not be liable for, and Tenant hereby releases, all claims for bodily
injury, death or property damage sustained by Tenant, or 


                                      -26-
<PAGE>


any person claiming through Tenant, and resulting from any fire, accident,
occurrence or condition in or upon the Demised Premises or within the Shopping
Center. In particular, Landlord shall not be liable for (i) any loss or damage
to merchandise, equipment, fixtures or other personal property of Tenant, or to
Tenant's business; (ii) any injury, loss or damage to any person or to any
property of Tenant or any other person that may be occasioned by or through the
acts or omissions of persons occupying other premises in the Shopping Center;
(iii) any injury, loss or damage to any person or to any property of Tenant or
any other person caused by or resulting from bursting, breakage, leakage,
running, backing up, seepage or overflow of water or sewage in any part of the
Demised Premises or the Shopping Center; from steam, snow or ice; or from any
defect in or negligence in the occupancy, construction, operation or use of the
Demised Premises, the Shopping Center or any machinery, apparatus or equipment
located therein. Tenant shall give prompt notice to Landlord in case of fire or
accidents in the Demised Premises. The foregoing indemnity contained in
Paragraph 12(a) and the waiver contained in this Paragraph 12(b) shall not apply
to liability for bodily injury, death or property damage occurring within the
Demised Premises and caused by the negligence or intentional misconduct of
Landlord, its agents or employees (acting within the scope of their employment
by Landlord), to the extent that liability for such occurrence is not coverable
by the type of insurance required to be maintained by Tenant pursuant to this
Lease.

         (c) Tenant shall at all times during the Lease Term maintain in full
force and effect the following insurance in standard form generally in use in
the Commonwealth of Virginia, with insurance companies licensed to do business
in said Commonwealth on an admitted basis, which have a financial rating of at
least A:XII as rated in the most recent edition of Best Insurance Reports and
which have been in business for over five (5) years:

                  (i) Comprehensive public liability insurance covering bodily
         injury, death and property damage in the amount of at least One Million
         and no/100 Dollars ($1,000,000.00) per occurrence, with an aggregate
         limit of at least One Million and no/100 Dollars ($1,000,000.00). In
         addition, Tenant shall maintain an umbrella policy of public liability
         insurance in the amount of at least Five Million and no/100 Dollars
         ($5,000,000.00) per occurrence, with an aggregate limit of at least
         Five Million and no/100 Dollars ($5,000,000.00).

                  (ii) Tenant further agrees that the insurance contained in
         subsection (i) above, (1) shall not contain the "care, custody and
         control" exclusion, or in the alternative, (2) it shall obtain extended
         coverage fire legal liability insurance in the amount of at least Fifty
         Thousand and no/100 Dollars ($50,000.00) per occurrence.

                  The insurance required by this Paragraph 12(c) shall: (i) name
         Landlord and any holder of a first deed of trust encumbering the
         Demised Premises as additional insureds, (ii) contain a contractual
         liability endorsement; (iii) contain an endorsement requiring thirty
         (30) days' written notice from the insurance company to all insureds
         prior to the cancellation of the policy, of any change in coverage,
         scope or amount of the policy; and (iv) contain an endorsement
         providing that no act or omission of any insured shall invalidate the
         interest of any other insured, or constitute a defense against the
         claims of 


                                      -27-
<PAGE>


         such insured. Prior to the commencement of Tenant's Work, and
         thereafter not less than thirty (30) days prior to the expiration of
         any such policy, Tenant shall deliver to Landlord copies of such
         policies or certificates evidencing the same, together with
         satisfactory evidence of proof of payment of premiums.

         (d) Tenant shall, at all times during the Lease Term, maintain
workmen's compensation insurance to comply with the applicable laws of the
Commonwealth of Virginia.

         (e) The insurance required by this Paragraph 12 may be included in
policies of insurance covering multiple locations, provided that: (i) in all
other respects, each such policy shall comply with the requirements of this
Paragraph 12; (ii) the policy shall specify, or the insuring party shall furnish
the other party with a written certificate from the insurer specifying, (A) the
maximum amount of the total insurance afforded by the blanket policy to the
Demised Premises or the Shopping Center, as the case may be, and (B) any
sublimits in the blanket policy applicable to the Demised Premises or the
Shopping Center, as the case may be, which amounts shall not be less than the
amounts required by this Paragraph 12; and (iii) the protection afforded the
insuring party under the blanket policy shall be no less than that which would
have been afforded under a separate policy or policies relating only to the
Demised Premises or the Shopping Center, as the case may be.

         (f) As used in this Paragraph 12, the term "Landlord" shall be deemed
to include any person or entity with which Landlord contracts to manage the
Shopping Center.

         13. Property Insurance, Damage and Destruction.

                  (i) Subject to the provisions of Paragraph 4, at all times
         during the Lease Term, Landlord shall pay all premiums for and maintain
         in effect, with a responsible insurance company or companies, policies
         of insurance covering the building of which the Demised Premises
         constitute a part, providing protection to the extent of not less than
         ninety percent (90%) of the insurable value of said building, including
         Tenant's Work, against all casualties included under standard insurance
         industry practices within the classification "Fire and Extended
         Coverage, Vandalism and Malicious Mischief" and including Sprinkler
         Leakage Insurance. At its option, Landlord may elect to insure the
         building of which the Demised Premises constitute a part against all
         insured casualties included under standard insurance practices within
         the classification "Combined All Risk Fire and Boiler", including flood
         and earthquake protection. Nothing in this Paragraph 13(a) shall
         prevent the taking out of policies of blanket insurance, which may
         cover real and/or personal property and improvements in addition to the
         building of which the Demised Premises constitute a part; provided,
         however, that in all other respects each such policy shall comply with
         the other provisions of this Paragraph 13(a). Nothing herein shall be
         construed to require Landlord to insure those items that Tenant is
         obligated to insure pursuant to Paragraph 13(b) hereof. In order to
         assist Landlord in deciding the amount of insurance which it will
         obtain for Tenant's Work, Tenant shall furnish to Landlord, upon the
         completion of its work, and from time to time thereafter, 


                                      -28-
<PAGE>


         such evidence as the Landlord may reasonably require as to the cost or
         value thereof. Landlord shall not be bound by such information.

         (b) At all times during the Lease Term, Tenant shall pay all premiums
for and maintain in effect, with insurance companies licensed to do business in
said Commonwealth on an admitted basis, which have a financial rating of at
least A:XII as rated in the most recent edition of Best Insurance Reports and
which have been in business for over five (5) years, the following insurance
policies:

                  (i) Insurance covering Tenant's trade fixtures, furniture,
         inventory and equipment used in the Demised Premises providing
         protection to the extent of the actual replacement costs thereof
         against all casualties included under standard insurance industry
         practices within the classification "Fire and Extended Coverage,
         Vandalism and Malicious Mischief" including Sprinkler Leakage Coverage
         and covering loss of income and extra expenses from such casualty.

                  (ii) Plate Glass Insurance covering the plate glass in the
         Demised Premises.

                  (iii) Business Interruption Insurance for twelve (12) months.

         The policies of insurance required by this Paragraph 13(b): (i) shall
name Landlord and any holder of a first deed of trust encumbering the Demised
Premises as additional insureds, (ii) contain an endorsement requiring thirty
(30) days' written notice from the insurance company to all insureds prior to
the cancellation of the policy or any change in the coverage, scope or amount of
the policy, and (iii) that Tenant shall be solely responsible for the payment of
all premiums under such policy and that Landlord shall have no obligation for
the payment thereof. Tenant will furnish to Landlord, within thirty (30) days
before Tenant opens for business, and from time to time thereafter, copies of
policies or certificates of insurance evidencing coverages required by this
Lease.

         (c) Tenant and Landlord, respectively, hereby release each other and
their respective employees, directors, agents or invitees from any and all
liability or responsibility to the other except if such loss may have been
occasioned by the negligence or willful acts of such other party, its employees,
directors, agents or invitees for all claims or any one claiming by, through or
under it or them by way of subrogation or otherwise for any loss or damage to
the extent Tenant or Landlord is required to maintain insurance (or has
otherwise agreed to self insure) pursuant to this Paragraph 13, whether or not
such insurance is in fact maintained. Tenant and Landlord agree to notify their
respective insurers of the release of subrogation claims. If the foregoing
release shall contravene any law with respect to exculpatory agreements, the
liability of the party in question shall be deemed not released but shall be
secondary to the other's insurer.

         (d) If the Demised Premises shall be partially damaged by fire or other
casualty insured under Landlord's insurance policies, then upon Landlord's
receipt of the insurance proceeds, Landlord shall, except as otherwise provided
herein, repair and restore the same (exclusive of Tenant's trade fixtures,
decorations, signs and contents) substantially to the condition thereof
immediately prior to such damage or destruction, limited, however, to the 


                                      -29-
<PAGE>


extent of the insurance proceeds received by Landlord therefor. If (a) the
Demised Premises is rendered wholly untenantable, or (b) the Demised Premises is
damaged in whole or in part as a result of a risk which is not covered by
Landlord's insurance policies or (c) the Demised Premises is damaged in whole or
in part during the last three (3) years of the term (or of any renewal term)
hereof, or (d) the building of which the Demised Premises forms a part or all of
the buildings which then comprise the Shopping Center is or are damaged (whether
or not the Demised Premises is damaged) to such an extent that the Shopping
Center cannot in the sole judgment of Landlord be operated as an integral unit,
then or in any of such events, Landlord may elect either to repair the damages
as aforesaid, or to cancel this Lease by written notice of cancellation given to
Tenant within one hundred twenty (120) days after the date of such occurrence,
and thereupon this Lease shall cease and terminate with the same force and
effect as though the date set forth in the Landlord's said notice were the date
herein fixed for the expiration of the term hereof and Tenant shall vacate and
surrender the Demised Premises to Landlord. Upon the termination of this Lease,
as aforesaid, Tenant's liability for the rents reserved hereunder shall cease as
of the effective date of the termination of this Lease, subject, however, to the
provisions for the prior abatement of rent hereinafter set forth. Unless this
Lease is terminated by Landlord, as aforesaid, this Lease shall remain in full
force and effect and the parties waive the provisions of any law to the
contrary, and Tenant shall repair, restore or replace Tenant's trade fixtures,
decorations, signs, and contents in the Demised Premises in a manner and to at
least a condition equal to that existing prior to their damage or destruction
and the proceeds of all insurance carried by Tenant on said property shall be
held in trust by Tenant for the purposes of such repair, restoration or
replacement. If by reason of such fire or other casualty the Demised Premises is
rendered wholly untenantable the Guaranteed Minimum Rent shall be fully abated,
or if only partially damaged such rent shall be abated proportionately on a
square footage basis as to that portion of the Demised Premises rendered
untenantable, in either event (unless Landlord shall elect to terminate this
Lease, as aforesaid) until fifteen (15) days after notice by Landlord to Tenant
that the Demised Premises have been substantially repaired and restored or until
Tenant's business operations are restored in the entire Demised Premises,
whichever shall occur sooner. Tenant shall continue the operation of Tenant's
business in the Demised Premises or any part thereof not so damaged during any
such period to the extent reasonably practicable from the standpoint of prudent
business management and, except for such abatement of the Guaranteed Minimum
Rent as hereinabove set forth, nothing herein contained shall be construed to
abate Tenant' s obligations for the payment of the Percentage Rent or any other
additional rents and charges reserved hereunder, except that the computation of
such Percentage Rent shall be based upon the revised Guaranteed Minimum Rent as
the same may be abated. If such damage or other casualty shall be caused by the
negligence of the Tenant or of Tenant's subtenants, concessionaires, licensees,
contractors or invitees or their respective agents or employees, there shall be
no abatement of rent. Except for the abatement of the Guaranteed Minimum Rent
hereinabove set forth, Tenant shall not be entitled to and hereby waives all
claims against Landlord for any compensation or damage for loss of use of the
whole or any part of the Demised Premises and/or for any inconvenience or
annoyance occasioned by any such damage, destruction, repair or restoration. If
the Demised Premises are damaged or destroyed, and Landlord does not elect to
exercise its right to terminate this Lease, Landlord shall give Tenant written
notice within ninety (90) days after the date of such damage or destruction as
to the approximate length of time it shall take Landlord to restore the Demised
Premises, and if this estimate for repair or restoration 


                                      -30-
<PAGE>


is greater than eighteen (18) months after such damage, Tenant shall have the
right to terminate this Lease, as of the date of such damage, within thirty (30)
days after receipt of such written notice from Landlord by giving Landlord
written notice of cancellation. If such repairs are not completed within
eighteen (18) months from the date of damage, Tenant may terminate this Lease
within thirty (30) days after the expiration of said twelve (12) month period.
In the event of such cancellation, both parties shall be relieved of all
obligations under this Lease saving and excepting those obligations accruing
before the date of such cancellation. 

         14. Ownership of Certain Property and Surrender of Premises.

         Upon the termination of this Lease, Tenant shall surrender to Landlord
the Demised Premises, including, without limitation, all buildings, apparatus
and fixtures (except signs, trade fixtures and furniture installed by Tenant)
then upon the Demised Premises, broom clean and in good condition and repair,
and all alterations, improvements, additions, machinery and equipment which may
be made or installed from time to time by either party hereto to, in, upon or
about the Demised Premises; and, upon such termination, such property shall be
surrendered to Landlord by Tenant without injury, damage or disturbance thereto
or payment therefor. The property to be surrendered shall include, but not be
limited to, all components of the heating and air-conditioning (including the
portion thereof outside the Demised Premises, if any), plumbing and electrical
systems, lighting fixtures and fluorescent tubes and bulbs, all dumbwaiters,
conveyors and all partitions (whether removable or otherwise). Tenant shall
promptly repair any damage to the Demised Premises resulting from the
installation or removal of any of the foregoing items.

         15. Landlord's Entry, Easement for Pipes and Excavation.

         (a) Landlord's Entry. Landlord shall have the right to enter upon the
Demised Premises at all reasonable times during the Lease Term for the purposes
of inspection, maintenance, repair and alteration and to show the same to
prospective tenants or purchasers, provided that Landlord shall not materially
interfere with Tenant's operations in the Demised Premises.

         (b) Easement for Pipes. Tenant shall permit Landlord to erect, use,
maintain and repair pipes, cables, conduits, plumbing, vents and wire in, to and
through the Demised Premises as often and to the extent that Landlord may now or
hereafter deem to be necessary or appropriate for the proper operation and
maintenance of the Shopping Center, provided, no such use shall be visible from
the sales area of the Demised Premises unless essential, and such work shall be
performed with a minimum of disruption to Tenant and the business conducted at
the Demised Premises.

         (c) Excavation. If an excavation shall be made upon land adjacent to
the Demised Premises, or shall be authorized to be made, Tenant shall afford to
the person causing or authorized to cause such excavation, license to enter upon
the Demised Premises for the purpose of doing such work as Landlord shall deem
necessary to preserve the wall or the building of which the Demised Premises
form a part from injury or damage to support the same by proper 


                                      -31-
<PAGE>


foundations, without any claim for damages or indemnification against Landlord
or diminution or abatement of any rent.

         16. Default.

         (a) Each of the following shall constitute an Event of Default: (i)
Tenant's failure to make any payment of Guaranteed Minimum Rent, Percentage
Rent, additional rent or any other rent or sum of money becoming due under this
Lease after any such payment's due date; (ii) Tenant's failure to take
possession of the Demised Premises within thirty (30) days after Landlord has
delivered the Demised Premises to Tenant pursuant to Paragraph 5; (iii) Tenant's
violation or failure to perform or observe any other covenant or condition
within thirty (30) days after notice thereof from Landlord; or if such violation
or failure is remediable but is of such a nature that it cannot be remedied
within such thirty (30) day period, then for such longer period as may
reasonably be required provided that Tenant promptly commences and diligently
pursues such remedy to completion; (iv) Tenant's abandonment or vacation of the
Demised Premises; (v) an Event of Bankruptcy as specified in Paragraph 17 with
respect to Tenant, any general partner of Tenant (a "General Partner") or any
Guarantor; or (vi) Tenant's dissolution or liquidation.

         (b) If there shall be an Event of Default, including an Event of
Default prior to the Rent Commencement Date, then Landlord shall have the right,
at its sole option, to terminate this Lease. In addition, with or without
terminating this Lease, Landlord may re-enter, terminate Tenant's right of
possession and take possession of the Demised Premises. In the event of an Event
of Default due to Tenant's non-payment of Guaranteed Minimum Rent, Percentage
Rent, additional rent or any other charges due hereunder, then Landlord shall
give Tenant written notice of non-payment and a ten (10) day opportunity to cure
such Event of Default prior to exercising its rights under this Paragraph 16.
The provisions of this Paragraph 16 shall operate as a notice to quit, any other
notice to quit or of Landlord's intention to re-enter the Demised Premises being
hereby expressly waived. If necessary, Landlord may proceed to recover
possession of the Demised Premises under and by virtue of the laws of the State
in which the Shopping Center is located in, or by such other proceedings,
including re-entry and possession, as may be applicable. If Landlord elects to
terminate this Lease and/or elects to terminate Tenant's right of possession,
then everything contained in this Lease to be done and performed by Landlord
shall cease, without prejudice, however, to Landlord's right to recover from
Tenant all rent and other sums accrued through the later of termination or
Landlord's recovery of possession. Whether or not this Lease and/or Tenant's
right of possession is terminated, Landlord shall use reasonable efforts to
relet the Demised Premises or any part thereof, however, nothing herein shall
require Landlord to lease the Demised Premises over other vacant space in the
Shopping Center, alone or together with other premises, for such rent and upon
such terms and conditions (which may include concessions or free rent and
alterations of the Demised Premises) as Landlord, in its sole discretion, may
determine, but Landlord shall not be liable for, nor shall Tenant's obligations
be diminished by reason of, Landlord 's failure to relet the Demised Premises or
collect any rent due upon such reletting. Whether or not this Lease is
terminated, Tenant nevertheless shall remain liable for any Guaranteed Minimum
Rent, Percentage Rent, additional rent or damages which may be due or sustained
prior to such default, all costs, fees and expenses (including without
limitation reasonable attorneys' fees, brokerage fees and 


                                      -32-
<PAGE>


expenses incurred in reletting and placing the Demised Premises in first-class
rentable condition, including improvements and tenant finish necessitated to
obtain the new tenant) incurred by Landlord in pursuit of its remedies and in
renting the Demised Premises to others from time to time. Tenant shall also be
liable for additional damages which at Landlord's election shall be either:

                  (i) an amount equal to the Guaranteed Minimum Rent and
         additional rent which would have become due during the remainder of the
         Lease Term, less the amount of rent, if any, which Landlord receives
         during such period from others to whom the Demised Premises may be
         rented (other than additional rent payable as a result of any failure
         of such other person to perform any of its obligations), which damages
         shall be computed and payable in monthly installments, in advance, on
         the first day of each calendar month following Tenant's default and
         continuing until the date on which the Lease Term would have expired
         but for Tenant's default. Separate suits may be brought to collect any
         such damages for any month(s), and such suit shall not in any manner
         prejudice Landlord 's right to collect any such damages for any
         subsequent month(s), or Landlord may defer any such sums until after
         the expiration of the Lease Term, in which event the cause of action
         shall be deemed not to have accrued until the expiration of the Lease
         Term; or

                  (ii) an amount equal to the present value (as of the date of
         Tenant's default) of Guaranteed Minimum Rent and Percentage Rent which
         would have become due during the remainder of the Lease Term, which
         damages shall be payable to Landlord in one lump sum on demand. For the
         purpose of this Paragraph 16(b), present value shall be computed by
         discounting at a rate equal to one (1) whole percentage point above the
         discount rate then in effect at the Federal Reserve Bank of New York.
         Tenant waives any right of redemption, re-entry or restoration of the
         operation of this Lease under any present or future law, including any
         such right which Tenant would otherwise have if Tenant shall be
         dispossessed for any cause.

         (c) Landlord's rights and remedies set forth in this Lease are
cumulative and in addition to Landlord's other rights and remedies at law or in
equity, including those available as a result of any anticipatory breach of this
Lease. Landlord's exercise of any such right or remedy shall not prevent the
concurrent or subsequent exercise of any other right or remedy. Landlord's delay
or failure to exercise or enforce any of Landlord's rights or remedies or
Tenant's obligations shall not constitute a waiver of any such rights, remedies
or obligations. Landlord shall not be deemed to have waived any default unless
such waiver expressly is set forth in an instrument signed by Landlord. If
Landlord waives in writing any default, then such waiver shall not be construed
as a waiver of any covenant or condition set forth in this Lease except as to
the specific circumstances described in such written waiver. Neither Tenant's
payment of a lesser amount than the sum due hereunder nor Tenant's endorsement
or statement on any check or letter accompanying such payment shall be deemed an
accord and satisfaction, and Landlord may accept the same without prejudice to
Landlord's right to recover the balance of such sum or to pursue any other
remedy available to Landlord. Landlord's re-entry and acceptance of keys shall
not be considered an acceptance of a surrender of this Lease.


                                      -33-
<PAGE>


         (d) If more than one natural person and/or entity shall execute this
Lease as Tenant, then the liability of each such person or entity shall be joint
and several. Similarly, if Tenant is a general partnership or other entity the
partners or members of which are subject to personal liability, then the
liability of each such partner or member shall be joint and several.

         (e) If Tenant fails to make any payment to any third party or to do any
act herein required to be made or done by Tenant, then Landlord may, but shall
not be required to, make such payment or do such act. Landlord's taking such
action shall not be considered a cure of such failure by Tenant or prevent
Landlord from pursuing any remedy to which it is otherwise entitled in
connection with such failure. If Landlord elects to make such payment or do such
act, then all expenses incurred, plus interest therein at the lesser of: (i) a
rate per annum (the "Default Rate") which is five (5) whole percentage points
higher than the Prime Rate as published in the Wall Street Journal or if such
rate is no longer published then the rate which is five (5) whole percentage
points in excess of the Prime Rate of American Security Bank (Washington, D.C.),
or (ii) the highest non-usurious rate permitted under the laws of the
jurisdiction where the Shopping Center is located, from the date incurred to the
date of payment thereof by Tenant, shall constitute additional rent.

         (f) In order to enable Tenant to finance or refinance the purchase of
trade fixtures, equipment and inventory, Landlord agrees to subordinate any lien
which it may have on Tenant's trade fixtures, equipment and inventory- to the
rights of any bona fide mortgagee or secured creditor of Tenant for the purpose
of financing said trade fixtures, equipment and inventory for use in the Demised
Premises. Landlord will permit any lender to have full rights to the collateral
listed above.

         17. Bankruptcy.

         The following shall be Events of Bankruptcy under this Lease: (i)
Tenant, a Guarantor or a General Partner becoming insolvent, as that term is
defined in Title 11 of the United States Code (the "Bankruptcy Code"), or under
the insolvency laws of any state (the "Insolvency Laws"); (ii) appointment of a
receiver or custodian for any property of Tenant, a Guarantor or a General
Partner, or the institution of a foreclosure or attachment action upon any
property of Tenant, a Guarantor or a General Partner; (iii) filing of a
voluntary petition by Tenant, a Guarantor or a General Partner under the
provisions of the Bankruptcy Code or Insolvency Laws; (iv) filing of an
involuntary petition against Tenant, a Guarantor or a General Partner as the
subject debtor under the Bankruptcy Code or Insolvency Laws, which either (x) is
not dismissed within sixty (60) days of filing, or (y) results in the issuance
of an order for relief against the debtor; or (v) Tenant, a Guarantor or a
General Partner making or consenting to an assignment for the benefit of
creditors or a composition of creditors.

         18. Remedies Cumulative - Nonwaiver

         No remedy herein or otherwise conferred upon or reserved to Landlord or
Tenant shall be considered exclusive of any other remedy, but the same shall be
distinct, separate and cumulative and shall be in addition to every other remedy
given under this Lease, or now or hereafter existing at law or in equity or by
statute; and every power and remedy given by this Lease to 


                                      -34-
<PAGE>


Landlord or Tenant may be exercised from time to time as often as occasion may
arise, or as may be deemed expedient. No delay or omission of Landlord or Tenant
to exercise any right or power arising from any default on the part of the other
shall impair any such right or power, or shall be construed to be a waiver of
any such default or an acquiescence thereto. In particular, the receipt by
Landlord of rent with knowledge of the breach of any covenant of this Lease
shall not be deemed a waiver of such breach and no provision of this Lease shall
be deemed to have been waived by Landlord unless such waiver is in writing and
signed by Landlord.

         19. Eminent Domain

         If any substantial part of the Demised Premises or more than thirty
percent (30%) of the total Shopping Center is taken under the power of eminent
domain (including any conveyance made in lieu thereof), and such taking makes
the operation of Tenant's business on the Demised Premises impractical, then
Tenant shall have the right to terminate this Lease by giving Landlord written
notice of such termination within thirty (30) days after such taking; and if
Tenant does not so elect to terminate this Lease, Landlord, at its option, may
either terminate this Lease or apply the proceeds of such condemnation to repair
and restore the Demised Premises to tenantable condition, in which case the
rental to be paid by Tenant hereunder shall be proportionately and equitably
reduced.

         All compensation awarded for any taking (or the proceeds of private
sale in lieu thereof) whether for the whole or a part of the Demised Premises,
shall be the property of Landlord, whether such award is compensation for
damages to Landlord's or Tenant's interest in the Demised Premises, and Tenant
hereby assigns all of its interest in any such award to Landlord; provided,
however, Landlord shall have no interest in any award made to Tenant for
relocation expenses or for the taking of Tenant's trade fixtures and other
property within the Demised Premises (which Tenant is authorized to remove at
termination pursuant to Paragraph 14) if a separate award of such items is made
to Tenant, but any such award to Tenant shall be subject to the prior rights of
the first mortgagee.

         20. Financial Information; Statement of Tenant; Amendment of Lease

         (a) During the Lease Term, Tenant shall, within fifteen (15) days of
written request by Landlord, deliver to Landlord any and all of the following:

                  (i) Such financial information concerning Tenant and Tenant's
         business operations (and the Guarantor of this Lease, if the Lease is
         guaranteed) as may be reasonably requested by Landlord or any mortgagee
         or prospective mortgagee or purchaser of the Shopping Center.

                  (ii) An executed and acknowledged instrument amending this
         Lease in such respects as may be required by any holder or prospective
         holder of a mortgage or deed of trust on the Demised Premises, provided
         that any such amendment shall not affect the Lease Term or the rent or
         other charges to be paid by Tenant under this Lease.


                                      -35-
<PAGE>


         (b) Any financial information delivered pursuant to Paragraph 20(a)(i)
and any amendment delivered pursuant to Paragraph 20(a)(ii) may be relied upon
by any mortgagee, prospective mortgagee or prospective purchaser of the Shopping
Center; provided, however, that any such financial information and any such
amendment shall be utilized only for bona fide business reasons related to such
mortgage, purchase and/or obtaining thereof, except where the contrary is
required by law. Landlord agrees to keep such information confidential, except
as may be contemplated in this Paragraph 20 and except as may be required by
law.

         21. Assignment, Subletting and Hypothecation of Lease.

         (a) Except as expressly permitted in Paragraph 21(c), Tenant shall not
voluntarily or by operation of law, assign, transfer, mortgage or otherwise
encumber all or any part of Tenant's interest in this Lease or in the Demised
Premises or sublet the whole or any part of the Demised Premises without first
obtaining the prior written consent of Landlord, which consent shall be at the
uncontrolled discretion of Landlord. The consent by Landlord to any assignment
or subletting shall not constitute a waiver of the necessity for such consent to
any subsequent assignment or subletting. Receipt by Landlord of rent due
hereunder from any party other than Tenant shall not be deemed to act as a
consent to any such assignment or subletting, nor relieve Tenant of its
obligation to pay the rent provided in this Lease for the full Lease Term.

         In no event shall an assignment or sublease be permitted to any entity
which is (i) an employee benefit plan as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended, (ii) an entity whose assets
constitute plan assets of one or more such plans within the meaning of 29 C.F.R.
Section 2510.3-101, or (iii) subject to state statutes regulating investments of
an fiduciary obligations with respect to governmental plans.

         (b) Except for assignments or subleases that are allowed without
Landlord's consent, if at any time Tenant wants to assign, sublet or otherwise
transfer all or part of the Demised Premises or this Lease, then Tenant shall
give written notice to Landlord ("Sublease Proposal Notice") of the area
proposed to be assigned or sublet (the "Proposed Sublet Space") and the term for
which Tenant desires to sublet the Proposed Sublet Space and such other
information as Landlord shall request. Landlord shall have the right in its sole
and absolute discretion to terminate this Lease with respect to the Proposed
Sublet Space, however Tenant may void such termination by withdrawing the
sublease proposal. Landlord shall exercise such right by sending Tenant written
notice within forty-five (45) days after Landlord 's receipt of the Sublease
Proposal Notice. If the Proposed Sublet Space does not constitute the entire
Demised Premises and Landlord elects to terminate this Lease with respect to the
Proposed Sublet Space, then (i) Tenant shall tender the Proposed Sublet Space to
Landlord on a date specified in Landlord's notice (not more than sixty (60) days
after the date of such notice) as if such specified date had been originally set
forth in this Lease as the expiration date of the Lease Term with respect to the
Proposed Sublet Space, and (ii) as to all portions of the Demised Premises other
than the Proposed Sublet Space, this Lease shall remain in full force and effect
except that the Guaranteed Minimum Rent, Percentage Rent and additional rent
shall be reduced pro rata. Tenant shall pay all expenses of construction
required to permit the operation of the Proposed Sublet Space separate from the
balance of the Demised Premises. If the Proposed Sublet Space constitutes the


                                      -36-
<PAGE>


entire Demised Premises and Landlord elects to terminate this Lease, then (i)
Tenant shall tender the Demised Premises to Landlord on a date specified in
Landlord 's notice (not more than sixty (60) days after the date of such
notice), and (ii) the Lease Term shall terminate on such specified date.

         (c) In the event Tenant is a corporation and a subsidiary of another
corporation, it may, without Landlord's consent, assign this Lease to, or merge
with, its parent corporation or a subsidiary- of Tenant or Tenant's parent
corporation. Any other merger, or any dissolution, consolidation or other
reorganization of Tenant or the sale or other transfer (except as the result of
death) of more than fifty percent (50%) of the corporate stock of Tenant or
fifty percent (50%) of its voting stock or fifty percent (50%) of the ownership
interest of Tenant shall constitute an assignment of this Lease for all purposes
of this Paragraph 21 and is prohibited without the written consent of Landlord.
Landlord agrees not to unreasonably withhold its consent to any assignment
resulting from a merger, consolidation, sale or other transfer of assets having
like effect which is otherwise prohibited; provided that Landlord promptly
receives all information reasonably requested by Landlord relating thereto; and
provided further that neither the reputation, experience, net worth nor
financial condition of any such assignee is less than that of Tenant on the Rent
Commencement Date. Notwithstanding the foregoing, if Tenant shall become a
publicly held corporation, the sale of Tenant's stock pursuant to an initial
public offering shall not require Landlord's approval so long as Tenant remains
unchanged as an operating entity. Additionally, if Tenant's stock is listed and
traded on a national securities exchange or in the over-the-counter market, the
sale of Tenant's stock shall not require Landlord's approval as long as Tenant
remains unchanged as an operating entity.

         (d) In the event Landlord consents to any transfer of Tenant's interest
in this Lease, or if Landlord's consent is not required, then the term "Tenant"
shall thereafter be deemed to include, without further reference, the party to
whom such interest is transferred, such as any subtenant, assignee,
concessionaire or licensee. If this Lease is assigned or if the Demised Premises
or any part thereof are occupied by anybody other than Tenant, without
Landlord's prior written consent, Landlord may, nevertheless, collect rent from
the alleged assignee or occupant and apply the net amount collected to rent
herein reserved; but such action shall not constitute a waiver of this Paragraph
21. Notwithstanding any assignment or sublease permitted by this Lease or
consented to by Landlord, Tenant and any Guarantor of this Lease shall remain
fully liable and shall not be released from performing any of the terms of this
Lease, even if this Lease is amended; but, in the case of an amendment without
Tenant' s written consent, after assignment, Tenant' s obligations shall be
limited to those existing at the time of assignment. If the Lease is assigned
and Tenant remains liable as set out in the preceding sentence, Landlord agrees
to provide Tenant with a copy of any notices of default.

         (e) Any concession or license granted for any part of the sales area of
the Demised Premises shall be considered a sublease for the purposes of this
Paragraph 21.

         (f) In the event Tenant assigns this Lease, or sublets all or
substantially all of the Demised Premises, and the rent and other amounts
payable by the assignee or sublessee exceed the rent and other amounts payable
by Tenant under this Lease, then the excess shall be paid to 


                                      -37-
<PAGE>


Landlord monthly in arrears, on or before the first (lst) day of each calendar
month, as additional rent.

         22. Promotion of the Shopping Center.

         (a) Marketing Fund. Landlord may, in Landlord's sole discretion,
establish a Marketing Fund ("Marketing Fund") and secure therewith professional
advertising and sales promotional services and activities for the benefit of the
Shopping Center or the Integrated Shopping Center. In connection with the
Marketing Fund, Landlord agrees to secure, in Landlord's sole discretion,
promotion and secretarial services and, using funds from the Marketing Fund, (i)
to pay the salaries and expenses for all personnel and (ii) to pay for the
rental, utilities, telephone and space used for securing the services of such
Marketing Fund. Tenant agrees to pay Landlord an amount as specified in
Paragraph 1 (k)(i) as a Marketing Fund contribution. Any partial calendar year
shall be prorated on a three hundred sixty-five (365) day basis. Tenant agrees
that at the end of every calendar year during the Lease Term, the annual
Marketing Fund fee described in Paragraph 1 (k)(i) shall be increased over the
fees payable in such calendar year in proportion to the increase in the
cost-of-living (determined as provided below) between the beginning date of such
calendar year and the ending date of such calendar year, such increase not to
exceed five percent (5 %) per year. Such increased fees shall be payable during
the next calendar year and shall be the base amounts used to calculate the next
increase in such fees. The base date applicable to calculating the increase at
the end of the first calendar year shall be January 1 of the year in which the
Rent Commencement Date occurs. The base date for each subsequent calendar year
after the first calendar year shall be January 1 of such year.

         The cost-of-living on each such date shall be measured by the Consumer
Price Index For All Urban Consumers specified for all items, U.S. City Average
(1982-84 = 100) published on the date nearest to each such date by the Bureau of
Labor Statistics of the United States Department of Labor; or, if such index is
not then in use, by the index most nearly comparable thereto, as selected by
Landlord.

         (b) Advertising Fund. Landlord may, in Landlord's sole discretion,
establish an Advertising Fund ("Advertising Fund") for the benefit of the
Shopping Center or the Integrated Shopping Center. Tenant agrees to pay Landlord
an amount as specified in Paragraph l(k)(ii) as a Advertising Fund contribution.
Any partial calendar year shall be prorated on a three hundred sixty-five (365)
day basis. Tenant agrees that at the end of every calendar year during the Lease
Term, the annual Advertising Fund fee described in Paragraph l(k)(ii) shall be
increased over the fees payable in such calendar year in proportion to the
increase in the cost-of-living {determined as provided in Paragraph 22(a) above}
between the beginning date of such calendar year and the ending date of such
calendar year, such increase not to exceed five percent (5%) per year. Such
increased fees shall be payable during the next calendar year and shall be the
base amounts used to calculate the next increase in such fees. The base date
applicable to calculating the increase at the end of the first calendar year
shall be January 1 of the year in which the Rent Commencement Date occurs. The
base date for each subsequent calendar year after the first calendar year shall
be January 1 of such year.


                                      -38-
<PAGE>


         (c) Merchant's Association. Until such time as Landlord shall elect to
provide the Marketing Fund service set forth in Paragraph 22(a) above or at such
time or times as Landlord shall not elect to provide the Marketing Fund, Tenant
agrees to become and remain a member of the Merchant's Association for the
entire Lease Term if established. Tenant agrees to pay as dues to said
Merchant's Association the amounts set forth in Paragraph 22(a) above as if
Landlord had established the Marketing Fund.

         (d) Payments. The payments required to be made pursuant to this
Paragraph 22 shall be paid to Landlord at the address stated in Paragraph 4(f)
by Tenant in monthly installments in advance on the first day of each month and
shall be treated as additional rent. The failure of any other tenant in the
Shopping Center to contribute to the Merchant's Association, the Marketing Fund
or the Advertising Fund, shall not in any way release Tenant from Tenant's
obligations hereunder, such obligations being separate and independent covenants
of this Lease. Landlord agrees to notify- Tenant annually of any increases in
the charges set out in this Paragraph 22 and Tenant shall not be required to pay
any increases until it has received such notice(s), however it is understood and
agreed that such increased charge(s) shall be retroactive to the date(s)
provided herein.

         23. Notices.

         All notices provided for in this Lease shall be in writing and shall be
deemed to be given when sent by prepaid registered or certified mail, return
receipt requested, addressed to the parties at the notice addresses set out in
Paragraph 1 (p)(i) for Tenant and Paragraph 1 (q)(i) for Landlord. Either party
may, from time to time, by ten (10) days prior written notice given as provided
above, designate a different address to which notices to it shall be sent.

         24. Holding Over.

         If Tenant remains in possession of the Demised Premises or any part
thereof after the expiration of the Lease Term, Tenant shall be only a tenant at
will at a rent equal to one hundred fifty percent (150%) of the Guaranteed
Minimum Rent in effect immediately prior to the expiration of the Lease Term for
the first sixty (60) days of Tenant's holdover and thereafter at two hundred
percent (200%), together with other charges set forth in this Lease, and there
shall be no renewal of this Lease or exercise of an option by operation of law.
Notwithstanding anything contained herein to the contrary, the Guaranteed
Minimum Rent set out hereunder shall not be increased by virtue of Tenant 's
holding over for the first sixty- (60) days beyond the expiration of the Lease
Term, provided that the parties hereto are proceeding in good faith to negotiate
a renewal lease. It is understood and agreed, however, that when such renewal
lease is executed by both parties, all of its terms and provisions shall be
retroactive to the day following the date of the expiration of this Lease.

         25. Subordination.

         Landlord and Tenant agree that this Lease and the interest of the
Tenant herein be and the same hereby is made subject and subordinate at all
times to a certain Multi-Party Development and Operating Agreement entered into
between Landlord and various Major Stores adjoining the 


                                      -39-
<PAGE>


Shopping Center affecting the Shopping Center of which the Demised Premises
forms a part, which agreement or a short form thereof has been recorded in the
official records of Henrico County, Virginia, and to any future amendments or
modifications thereof and/or to any additional development and operating
agreements which may hereafter be entered into between Landlord and the
aforementioned Major Stores and/or any additional or different department
stores. Landlord and Tenant further agree that this Lease be and the same hereby
is made subject and subordinate at all times to all covenants, restrictions,
easements and encumbrances now or hereafter affecting the fee and/or leasehold
title of the Shopping Center property and the adjoining properties and to all
ground and underlying leases, and to any first mortgages in any amounts, and all
advances thereon which may now or hereafter be placed against or affect any or
all of the land and/or the Demised Premises and/or any or all of the buildings
and improvements now or at any time hereafter constituting a part of the
Shopping Center, and to all renewals, modifications, consolidations,
participations, replacements and extensions thereof. The term "mortgages" as
used herein shall be deemed to include trust indentures and deeds of trust. The
aforesaid provisions shall be self operative and no further instrument of
subordination shall be necessary unless required by any such ground or
underlying landlords or first mortgagees. Should Landlord or any ground or
underlying landlords or first mortgagees desire confirmation of such
subordination, then Tenant within ten (10) days following Landlord 's written
request therefore agrees to execute and deliver, without charge, any and all
documents (in form acceptable to Landlord and such ground or underlying
landlords or first mortgagees) subordinating this Lease, or a part thereof, and
the Tenant's rights hereunder. Should any such ground or underlying landlords or
any first mortgagees request that this Lease, or a part thereof, be made
superior, rather than subordinate, to any such ground or underlying lease and/or
first mortgage, then Tenant, within ten (10) days following Landlord 's written
request therefor, agrees to execute and deliver, without charge, any and all
documents (in form acceptable to Landlord and such ground or underlying
landlords or first mortgagees) effectuating such priority.

         26. Transfer of Landlord's Interest.

         In the event of the sale, assignment or transfer by Landlord of its
interest in the Shopping Center or in this Lease (other than a collateral
assignment to secure a debt of Landlord) to a successor in interest who
expressly assumes the obligations of Landlord under this Lease, Landlord shall
thereupon be released or discharged from all of its covenants and obligations
under this Lease, except such obligations as shall have accrued prior to any
such sale, assignment or transfer; and Tenant agrees to look solely to such
successor in interest of Landlord for performance of such obligations. Any
securities given by Tenant to Landlord to secure the performance of Tenant's
obligations under this Lease may be assigned by Landlord to such successor in
interest of Landlord; and, upon acknowledgment by such successor of receipt of
such security and its express assumption of the obligations to account to Tenant
for such security in accordance with the terms of this Lease, Landlord shall
thereby be discharged of any further obligation relating thereto. Landlord 's
assignment of this Lease or of any or all of its rights herein shall in no
manner affect Tenant's obligations hereunder. Tenant shall thereafter attorn and
look to such assignee as Landlord, provided Tenant has first received written
notice of such assignment of Landlord's interest.


                                      -40-
<PAGE>


         27. Warranty.

         Landlord warrants that it has full right and authority to lease the
Demised Premises upon the terms and conditions set forth in this Lease; and that
Tenant shall peacefully and quietly hold and enjoy the Demised Premises for the
full Lease Term so long as it does not default in the performance of any of its
covenants.

         Tenant hereby warrants that it has full right, power and authority to
enter into this Lease upon the terms and conditions herein set forth. If Tenant
signs as a corporation, each of the persons executing this Lease on behalf of
Tenant does hereby covenant and warrant that Tenant is a duly authorized and
existing corporation, qualified to do business in the State in which the
Shopping Center is located, that the corporation has full right and authority to
enter into this Lease, and that each and both of the persons signing on behalf
of the corporation were authorized to do so.

         28. Short Form Lease.

         This Lease shall not be recorded, however, upon request by either
Landlord or Tenant, upon the commencement of the Lease Term, the parties hereto
shall execute a memorandum or short form lease agreement in the form attached
hereto as Exhibit G, specifying the commencement and termination dates of the
Lease Term and including any other provisions hereof (exclusive of provisions
dealing with monetary terms) as either party may desire to incorporate herein.

         29. Estoppel Certificate.

         Within ten (10) days after request therefor by Landlord or any
mortgagee or trustee under a mortgage or deed of trust covering the Demised
Premises, or if, upon any sale, assignment or other transfer of the Demised
Premises by Landlord, an estoppel certificate shall be required from Tenant,
Tenant shall deliver in recordable form the estoppel certificate attached hereto
as Exhibit H to any proposed mortgagee or other transferee, or to Landlord,
certifying those facts contained therein that are then true with respect to this
Lease and specifying with particularity any of such facts which are not then
true with respect to this Lease.

         30. Mechanics' Liens.

         Tenant covenants and agrees to do all-things necessary to prevent the
filing of any mechanics' or other liens against Tenant's interest in this Lease
or in the Demised Premises by reason of work, labor, services or materials
supplied or claimed to have been supplied to Tenant, or anyone holding the
Demised Premises, or any part thereof, through or under Tenant. If any such lien
shall at any time be filed against Tenant's interest in the Demised Premises,
Tenant shall either cause the same to be discharged of record within twenty (20)
days after the date of filing of the same, or, if Tenant, in Tenant's sole
discretion and in good faith, determines that such lien should be contested,
shall furnish such security as may be necessary or required to prevent any
foreclosure proceedings against Tenant's interest in the Demised Premises during
the pendency of such contest. If Tenant shall fail to discharge such lien within
such period or fails to 


                                      -41-
<PAGE>


furnish such security, then, in addition to any other right or remedy of
Landlord resulting from Tenant's default, Landlord may, but shall not be
obligated to, discharge the lien either by paying the amount claimed to be due
or by procuring the discharge of such lien by giving security or in such other
manner as may be prescribed by law and Tenant shall, within ten (10) days after
written demand by Landlord, reimburse Landlord for all of its costs and expenses
arising in connection with such liens (including reasonable attorneys' fees).
Nothing contained in this Paragraph 30 shall imply any consent or agreement on
the part of Landlord to subject Landlord's estate to liability under any
mechanics' or other lien law.

         31. Force Majeure.

         In the event Landlord or Tenant shall be delayed, hindered or prevented
from the performance of any act required hereunder, by reason of governmental
restrictions, scarcity of labor or materials, strikes, fire, or any other
reasons beyond its control, the performance of such act shall be excused for the
period of delay, and the period for the performance of any such act shall be
extended for the period necessary to complete performance after the end of the
period of such delay. Notwithstanding the preceding sentence, the provisions of
this Paragraph 31 shall not be applicable to Tenant's obligations to pay rent or
any other sums, monies, costs, charges or expenses required to be paid by Tenant
subsequent to the Rent Commencement Date.

         32. Limitation of Liability.

         Notwithstanding anything contained in this Lease to the contrary,
Tenant agrees that it shall look solely to the equity and property of the
Landlord in the buildings comprising the Shopping Center for the collection of
any judgment (or other judicial process) requiring the payment of money by
Landlord for any default or breach by Landlord of any of its obligations under
this Lease, subject, however, to the prior rights of any ground or underlying
landlord or the holder of any mortgage covering the Shopping Center or of
Landlord's interest therein. No other assets of Landlord shall be subject to
levy, execution or other judicial process for the satisfaction of Tenant's
claim. This provision shall not be deemed, construed or interpreted to be or
constitute an agreement, express or implied, between Landlord and Tenant that
Landlord's interest hereunder and in the Shopping Center shall be subject to
impressment of an equitable lien or otherwise.

         33. Real Estate Brokers.

         Tenant represents that Tenant has not dealt with any real estate
broker, salesperson or finder in connection with this Lease, other than Faison &
Associates, Inc. Tenant agrees to indemnify and hold harmless Landlord from and
against any and all liabilities and claims for commissions and fees arising out
of a breach of the foregoing representation.

         34. Accord and Satisfaction

         No payment by Tenant or receipt by Landlord of a lesser amount than any
installment or payment of rent or other charges due under this Lease shall be
deemed to be other than on account of the amount due, and no endorsement or
statement on any check or any letter 


                                      -42-
<PAGE>


accompanying any check or payment of rent or other charges shall be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such installment or
payment of rent or other charge or pursue any other remedies available to
Landlord. No receipt of money by Landlord from Tenant after the termination of
this Lease or Tenant's right of possession of the Demised Premises shall
reinstate, continue or extend the Lease Term.

         35. Nature and Extent of Agreement.

         This Lease contains the complete agreement of the parties regarding the
terms and conditions of the lease of the Demised Premises, and there are no oral
or written conditions, terms, understandings or other agreements pertaining
thereto which have not been incorporated herein. This Lease may not be modified,
changed or amended, in whole or in part other than by an agreement in writing
duly signed by both parties hereto. This instrument creates only the
relationship of landlord and tenant between the parties hereto as to the Demised
Premises; and nothing in this Lease shall in any way be construed to impose upon
either party hereto any obligations or restrictions not herein expressly set
forth. The laws of the Commonwealth of Virginia shall govern the validity,
interpretation, performance and enforcement of this Lease.

         36. Binding Effect.

         This Lease shall be binding upon and shall inure to the benefit of the
parties hereto and their respective permitted successors and assigns.

         37. ERISA Representation.

         Tenant hereby represents to Landlord that (a) Tenant is not an employee
benefit plan as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended, (b) the assets of Tenant do not constitute
plan assets of one or more such plans within the meaning of 29 C.F.R. Section
2510.3-101 and (c) Tenant is not subject to state statutes regulating
investments of and fiduciary obligations with respect to governmental plans.

         38. Waiver of Jury Trial.

         Landlord, Tenant, all Guarantors and General Partners hereby waive
trial by jury in any action, proceeding, or counterclaim brought by either of
the parties hereto against the other on or in respect of any matter whatsoever
arising out of or in any way connected with this Lease, the relationship of
Landlord and Tenant hereunder, Tenant's use or occupancy of the Demised
Premises, and/or any claim of injury or damage. Tenant consents to service of
process and any pleading relating to any such action at the Demised Premises;
provided, however, that nothing herein shall be construed as requiring such
service at the Demised Premises. Landlord, Tenant, all Guarantors and all
General partners of Tenant waive any objection to the venue of any action flied
in any court situated in the jurisdiction in which the Building is located and
waive any right under the doctrine of forum non convenience or otherwise, to
transfer any such action filed in any such court to any other court.


                                      -43-
<PAGE>


         39. Attorney's Fees.

         If as a result of any breach or default in the performance of any of
the provisions of this Lease, Landlord uses the services of an attorney in order
to secure compliance with such provisions or recover damages therefor, or to
terminate this Lease or evict Tenant, Tenant shall reimburse Landlord upon
demand for any and all attorneys' fees and expenses so incurred by Landlord,
provided that if Tenant shall be the prevailing party in any legal action
brought by Landlord against Tenant, upon rendering of a final non-appealable
judgment, Tenant shall be entitled to recover for the fees of its attorneys in
such amount as the court may adjudge reasonable.

         40. Captions.

         Paragraph, article and section headings are used for convenience and
shall not be considered when construing this Lease.

         41. Examination of Lease.

         Submission of this Lease for examination or signature by Tenant shall
not constitute reservation of or option for lease, and the same shall not be
effective as a lease or otherwise until execution and delivery by both Landlord
and Tenant.

         42. Survival.

         Tenant's liabilities existing as of the expiration or earlier
termination of the Lease Term shall survive such expiration or earlier
termination.

         43. Relocation and Redevelopment of Shopping Center.

         (a) It is expressly understood and agreed between Landlord and Tenant
herein that in the event of any redevelopment of the Shopping Center which would
increase the size of the interior Common Areas of the existing Shopping Center,
would add additional improvements so that the Floor Area of the Shopping Center
is increased, would change or relocate the Food Park Area, or would add a Major
Store, Landlord shall have the right, at its sole option, to require Tenant to
relocate to another space in the Food Park Area (or a new Food Park Area) in the
Shopping Center. Landlord may only relocate Tenant one (1) time during the Lease
Term. Landlord shall serve upon Tenant a written notice of relocation specifying
the date on which such relocation is to take place, such date to be at least
sixty (60) days from the date on which the notice of relocation is mailed or
delivered to Tenant. Tenant shall then have the right to relocate to a mutually
agreeable space suitable for the operation of Tenant's business. If, in the
reasonable opinion of the Tenant, a suitable location does not become available
within such sixty (60) day period, Tenant shall have the right at its sole
option, to cancel this Lease and all of the terms, covenants, conditions and
agreements herein contained shall become null and void and of no further force
and effect as of the date on which Tenant would have been required to relocate,
as set forth in Landlord's written notice.


                                      -44-
<PAGE>


         (b) If in Tenant's reasonable opinion a suitable location is available
and Tenant relocates to such agreed upon location, all rent and other charges
under this Lease will abate during the period, if any, that Tenant has
permanently closed the Demised Premises for business until the earlier to occur
of: (i) the date on which Tenant actually opens its new premises for business;
or (ii) the date ninety (90) days following the date on which Landlord delivers
the new premises to Tenant. Anything herein to the contrary notwithstanding,
there shall be no abatement in rent or any other charges hereunder unless
relocation of Tenant is made at Landlord's request.

         (c) In the event of relocation, Landlord will reimburse Tenant for the
unamortized cost of Tenant improvements less any allowance given by Landlord.
Tenant shall provide Landlord receipts and canceled checks for all sums expended
by Tenant for Tenant improvements so that Landlord may determine such costs.
Landlord shall not be obligated to pay Tenant for any costs not so evidenced.
The unamortized cost shall be computed by using straight line depreciation with
the life of improvements being the primary term of the Lease.

         (d) Tenant shall allow Landlord or Landlord's agents access to the
Demised Premises for construction of such structural portions as may be required
to reinforce or install columns or other building components as may be necessary
for future mall development and/or enclosure. However, Landlord shall, following
such construction and at Landlord's expense, return the Demised Premises, as
nearly as possible, to the condition existing prior to said construction.

         44. Food Park Tenant.

         In the event Tenant engages in the preparation of food or baked goods,
Tenant agrees, at Tenant's own cost and expense: (i) to install dry chemical
extinguishing devices (such as Ansul) approved by the local fire insurance
rating organization and Landlord's insurance carriers, and to keep such devices
in good working order and repair and regularly serviced under a maintenance
agreement as may be required by Landlord or by such fire insurance rating
organization or carriers; (ii) to keep and maintain all exhaust ducts and
filters in a clean condition; (iii) to place and store Tenant's garbage and
refuse in containers which shall be kept, in a self-contained refrigerated area
within the Demised Premises set aside for the storage of garbage and refuse;
(iv) to install within or outside the Demised Premises, as may be required by
governing codes, a grease trap and all lines leading thereto of a pattern and
make approved in writing by Landlord, and to keep and maintain the same m a
clean and sanitary condition and in good working order and repair and at no less
than three (3) month intervals cause such trap to be cleaned and lines to be
routed; and (v) to install within Tenant's exhaust. system for the kitchen or
any other food preparation or cooking area, a deodorizing system acceptable to
Landlord of a type similar or equal to Roto Clone as manufactured by American
Air Filter (the purpose of which is to eliminate odors emanating from the
Demised Premises) and to keep and maintain the same in a clean and sanitary
condition and in good working order and repair. In the event Tenant engages in
the use, sale or storing of inflammable or combustible materials, Tenant agrees
to install and maintain similar chemical extinguishing devices referred to in
subparagraph (i) hereof. In the event gas is used in the Demised Premises,
Tenant agrees to install a proper gas cut-off valve. If Tenant shall fail to
install any such devices referred to in this Paragraph 44 and/or to subscribe to
the servicing thereof, Landlord shall have the right to enter upon the Demised
Premises to make 


                                      -45-
<PAGE>


such necessary installations and charge the cost of such installations and/or
the servicing thereof to Tenant, an additional rent hereunder. In addition,
Tenant agrees to abide by the provisions of the Food Park Addendum attached
hereto.

         45. Surety Agreement.

         Attached hereto is a Surety Agreement executed by Boston Restaurant
Associates, Inc.



                                      -46-
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have executed this Lease under
seal as of the day and year first above written.




                                         LANDLORD:

                                         ONE FEDERAL STREET JOINT VENTURE

                                         By: The Prudential Insurance Company of
                                         American, general partner


                                               By:
                                                  -----------------------------
                                                           Vice President


ATTEST:                                  TENANT:

                                         PIZZERIA REGINA OF VIRGINIA, INC.


---------------------------------        ---------------------------------
Name:                                    Name: 
       --------------------------              ---------------------------
Title:                                   Title:
       --------------------------              ---------------------------

(CORPORATE SEAL)



                                      -47-
<PAGE>


                               FOOD PARK ADDENDUM


         Anything contained in this Lease, as the same may have been heretofore
modified or amended (the "Printed Lease"), notwithstanding, to and of which this
Addendum is attached and made a part, the terms, conditions and provisions of
this Addendum shall be paramount and controlling. The Printed Lease, together
with this Addendum, may be sometimes hereinafter collectively referred to as the
"Lease". All terms used herein shall have the meaning ascribed to them in the
Printed Lease.

         1. THE FOOD PARK.

         (a) The provisions of this Addendum are generally applicable to each
and every tenant leasing space in the Shopping Center in the area designated by
Landlord for small restaurant operations, carry-out only, which area is
inclusive of individual premises demised to other tenants, the Food Park Seating
Area (as hereinafter defined) and other Common Areas lying therein (collectively
the "Food Park Area"). The Gross Leasable Area of the Food Park Area" shall be
deemed to mean the actual number of leasable square feet of the Floor Area in
the Food Park Area (as initially constructed or as the same may at any time
thereafter be enlarged or reduced) which is exclusively appropriated for Food
Park Area tenants, whether leased or vacant, and specifically excluding building
roofs, the Food Park Seating Area and other Common Areas. All measurements are
to be made as provided in the Printed Lease.

         (b) Tenant expressly acknowledges and agrees that all rents and charges
required to be paid by Tenant pursuant to this Addendum are in addition to, and
not in lieu or reduction of, Tenant's obligations set forth in the Printed
Lease, including without limitation, Guaranteed Minimum Rent, Percentage Rent,
additional rent and all other charges.

         2. FOOD PARK SEATING AREA.

         So long as Tenant is not in default under this Lease, Tenant and
Tenant's invitees, customers and patrons shall have a revocable license to use,
in common with others, the Food Park Seating Area. The "Food Park Seating Area"
means the common seating area within the Food Park Area which from time to time
may be made available by Landlord for use, in common with others, by Landlord,
Food Park Area tenants and their invitees, customers and patrons. Landlord in
its sole and absolute discretion shall furnish and install equipment, floor
covering, lighting fixtures, decorative and permanent fixtures, ceiling, tables,
chairs, accessories and other property in the Food Park Seating Area. Landlord
shall be the sole owner of all of the foregoing described items, and Tenant
shall have no right, title or interest in and to any such item, excepting only
in respect to the limited use right granted pursuant to the revocable license
hereinabove provided.


                                      -48-
<PAGE>


         3. EXCLUSIVE CONTROL OF LANDLORD.

         The Common Areas of the Food Park Area shall be subject to the
exclusive management and control of Landlord {but Landlord shall have the right
to cause any or all management or other services, including without limitation,
those set forth in Addendum Paragraph 7(a) to be provided by an independent
contractor or contractors}. As between Landlord and Tenant, Landlord shall at
all times have the exclusive right and authority, in its sole and absolute
discretion, to determine the nature and extent of the Food Park Area, and to
make such changes, rearrangements, additions, and/or reductions therein and
thereto at any time and from time to time which it may deem desirable or which
may result from any federal, state or local environmental or other law, rule,
regulation, guideline, judgment or order. Without limiting the generality of the
foregoing, in respect to the Food Park Area, Landlord shall additionally have
each and every right reserved unto it in the Printed Lease respecting the
Shopping Center and the Common Areas.

         4. USE.

         Tenant shall use the Demised Premises solely for the preparation, sale
at retail and delivery of food and beverages to the public for "carry-out" or
for consumption in the Food Park Area, all in strict accordance with Paragraphs
l(i) and 6(a) of the Printed Lease. Lessee may be permitted to open for business
earlier than otherwise set forth in the Printed Lease and to serve "breakfast",
upon Landlord's prior written consent which consent may be granted or withheld
by Landlord in its sole discretion and in accordance with the requirements
thereof. Tenant agrees to sell only those food and beverage items specifically
enumerated in said Paragraph 1 (i) (such food and beverage items hereinafter
sometimes referred to as the "Menu") and to maintain the highest standards in
quality and preparation of such items. Tenant agrees to offer for sale each of
the enumerated items on the Menu and any failure to sell any such item or any
substitution for or addition to such item without Landlord's prior written
approval shall be deemed a default under the Printed Lease, and in addition to
(and not in replacement of) any other rights or remedies pursuant to this Lease,
Landlord shall have the right to charge Tenant, as additional rent, the sum of
One Hundred and no/100 Dollars ($100.00) per day for each and every day or part
thereof the default persists. The rights and remedies reserved in this Paragraph
4 are distinct, separate and cumulative and the exercise of same shall not be
deemed to preclude, waive or prejudice Landlord's right to exercise any or all
others provided in this Lease.

         5. DISPOSABLE PAPER PRODUCTS.

         In connection with the sale of food and beverages from the Demised
Premises, Tenant agrees to use at its sole cost and expense, only disposable
paper goods and utensils, including, but not limited to, cups, wrap materials,
plates, trays, boats, straws, bags, napkins, spoons, forks, knives, stir sticks
and the like. Landlord shall have the continuing right (but not the obligation)
to develop a uniform design for all such disposable paper products used in the
operation of the Food Park Area, and Tenant agrees to use only disposable paper
products utilizing such design in the manner required by Landlord, and otherwise
of the type, size, material and color approved by Landlord; provided however
that in the event Tenant is a franchisee and shall be required by the 


                                      -49-
<PAGE>


terms of its franchise agreement to utilize a particular design of or type of
disposable paper products, or in the event Tenant is a corporate chain of stores
(a chain being 20 or more stores) Tenant shall be permitted to utilize such
design or type (except in respect to the food trays upon which food and
beverages are served to the public, which must adhere and conform to Landlord's
uniform design standards) with Landlord's prior written approval so long as such
products otherwise conform to the type, size, material and color approved by
Landlord. Although Tenant shall be required to use only paper products so
approved by Landlord, Tenant shall not be required to purchase such products
from Landlord. Tenant shall not be permitted to place signs, trash bins or other
receptacles for refuse on or about Tenant's food counter. In the event Tenant
shall violate the provisions of this Paragraph 5, such violation shall
constitute a default under the Printed Lease, and, in addition to any other
rights or remedies pursuant to this Lease, Landlord shall have the right to
charge Tenant, as additional rent, the sum of One Hundred and no/100 Dollars
($100.00) per day for each and every day or part thereof such violation exists.
The rights and remedies reserved in this Paragraph 5 are distinct, separate and
cumulative and the exercise of same shall not be deemed to preclude, waive or
prejudice Landlord's right to exercise any or all others provided in this Lease.

         6. EMPLOYEE DRESS AND CONDUCT.

         Tenant's employees shall at all times be required to present a clean
and well-groomed appearance. Tenant's employees shall be required at all times
while on duty in the Demised Premises to wear uniforms, the color and style of
which are to be subject to Landlord's approval. Landlord hereby approves
Tenant's standard uniforms and trade dress. Tenant may make such arrangement
with its own employees as it deems appropriate regarding the purchase and
maintenance of standard uniforms. In the event Tenant or any of its employees
shall not be properly attired as required hereunder, in addition to any other
rights and remedies in favor of Landlord provided in this Lease, Landlord may
direct Tenant to require any such employee not so attired to immediately conform
to the requirements of this Paragraph or leave the Demised Premises.

         7. FOOD PARK AREA MAINTENANCE COSTS.

         (a) Landlord shall clean, police, repair and maintain the Food Park
Seating Area during business hours and otherwise in a manner and at such
frequency deemed by Landlord to be reasonably appropriate and in the best
interest of the Shopping Center. All Food Park Operating Costs (as hereinafter
defined) incurred by or on behalf of Landlord for services in excess of the
level of services provided and paid for as part of the Common Area Maintenance
charge set forth in Paragraph 9(b) of the Printed Lease shall be charged to Food
Park Area tenants in the manner hereinafter set forth. Tenant shall pay to
Landlord the Food Park Area Charge (as hereinafter defined) in consideration of
the enhanced or additional Common Area Maintenance services attributable or
otherwise related to the Food Park Area. Specifically, Tenant agrees to pay
Landlord, as additional rent in the manner provided below in Addendum Paragraph
7(b), the Food Park Area Charge (as hereinafter defined) which is Tenant's share
of the Food Park Operating Costs (as hereinafter defined). "Food Park Operating
Costs" shall mean all direct and indirect total 


                                      -50-
<PAGE>


costs and expenses paid or incurred in operating, maintaining and repairing the
Food Park Area and the Common Areas located therein, including without
limitation, the costs of all materials, supplies and services purchased or hired
therefor, and further, specifically including without limitation (i)
maintenance, repair and replacement of all machinery, equipment, facilities and
personal property; (ii) maintenance, repair and replacement of the heating,
ventilating and air conditioning system, emergency water and sprinkler main
system, electrical equipment and other items; (iii) maintenance, repair and
replacement of utility systems, including water, sanitary sewer and storm water
lines and other utility lines, pipes and conduits; (iv) the cost and expense of
lighting, extermination, sanitary control and removal of trash, garbage and
other refuse (including the removal of litter within the Common Areas of the
Shopping Center within fifteen (15) feet beyond the Food Park Area {the "Food
Park Extended Area"}; (v) premiums for insurance to the extent provided by
Landlord solely in respect to the Food Park Area; (vi) all personal property
taxes and other charges incurred in connection with Food Park Area machinery,
equipment and facilities; (vii) maintenance, repair and replacement of the
grease traps and grease trap lines; (viii) salaries and wages of all personnel,
including without limitation, supervisory personnel engaged in the cleaning,
policing, repairing, maintaining, and securing of the Food Park Area (and the
Food Park Extended Area); (ix) all costs and expenses enumerated in Paragraph
9(b) of the Printed Lease; and (x) administrative costs equal to fifteen percent
(15 %) of the total Food Park Operating Costs (excepting such administrative
costs). Tenant's Food Park Area Charge shall not include the items excluded
therefrom as set out in Paragraph 9(b). Tenant's Food Park Area Charge is in
addition to, and not in lieu or reduction of, Common Area maintenance charge and
all other rents and charges provided in this Lease.

         (b) Tenant's Food Park Area Charge shall be in an amount equal to the
product obtained by multiplying the total Food Park Operating Costs paid or
incurred during each calendar year during the Lease Term by a fraction, the
numerator of which shall be the Floor Area of the Demised Premises and the
denominator of which shall be the Gross Leasable Area of the Food Park Area.
Tenant's Food Park Area Charge shall be estimated, due and payable in the manner
provided in the Printed Lease for Lessee's Common Area maintenance charges. Any
partial calendar year shall be proportionately adjusted. Landlord estimates that
Tenant's pro rata share of Food Park Area Charge for 1997 shall be $30.25 per
square foot of Floor Area of the Demised Premises per annum.

         8. UTILITIES AND SERVICES.


                                      -51-
<PAGE>


         Landlord has elected initially to furnish, at Tenant's sole cost and
expense, the electrical energy and chilled air to be used or consumed in the
Demised Premises, and Tenant agrees to purchase and pay Landlord, as additional
rent, for the equipment and service thereof, in accordance with Exhibit "F-1" to
the Printed Lease, at the rates which the applicable public or private utility
company would have charged Tenant for furnishing such utilities, plus applicable
taxes thereon. Landlord reserves the right to discontinue the furnishings of
both or either electrical energy and/or chilled air, and if Landlord shall so
elect to discontinue same, the terms and provisions of said Exhibit "F-I"
pertaining to the payment for such service shall not be applicable from and
after the date of such discontinuance, and in such case. Tenant shall contract
directly with the public or private utility company for the purchase of same as
required under said Exhibit "F-1 ". Tenant acknowledges and agrees that the
provision by Landlord of any utilities as herein provided is not for the purpose
of reselling or re-metering for profit. Except as hereinabove provided, the
provisions of Paragraph 10 of the printed Lease are incorporated herein by this
reference.



                                      -52-
<PAGE>




                                    EXHIBIT A




                                      -53-
<PAGE>




                                    EXHIBIT B




                                      -54-
<PAGE>


                     EXHIBIT C - SHOPPING CENTER DESCRIPTION

All that certain piece or parcel of land, together with improvements thereon and
appurtenances thereunto belonging, lying and being in the Tuckshoe Magisterial
District, Henrico County, Virginia, containing 25.616 acres, and being
designated as Parcel C, which Parcel C includes Parcels B and E, on a plat of
survey by Austin Brockenbrough and Associates, Consulting Engineers, dated
January 18, 1974, revised February 19, 1974 and June 8, 1974, captioned
"Property Map, Regency Square Shopping Center, Henrico County, Virgin", and
described with reference thereto as follows:

BEGINNING at a point on the south line of Quioccasin Road as widened, said point
being 489.88 feet east of the intersection of Quioccasin Road and Starling Drive
extended; thence from said point of beginning eastwardly along the new line of
Quioccasin Road and along a curve to the right, said curve having a central
angle of 27-53-29, a radius of 701.12 feet, a tangent of 174.10 feet, for a
length of 341.31 feet to a point; thence S 30-00-58 E 343.91 feet to a point;
thence along a curve to the left, said curve having a central angle of 27-43-19,
a radius of 563.06 feet, a tangent of 138.94 feet for a length of 272.43 feet to
a point, said point being a point on the original line of Quioccasin Road;
thence eastwardly along the original line of Quioccasin Road and along a curve
to the left, said curve having a central angle of 4-I 1-07, a radius of 517.46
feet, a tangent of 18.91 feet, for a length of 37.80 feet to a point; thence S
71-27-17 W 346.36 feet to a point; thence S 30-28-35 W 387.50 feet to a point;
thence S 59-36-25 E 206.00 feet to a point; thence N 30-23-35 E 11.50 feet to a
point; thence S 59-36-25 E 373.16 feet to a point on the north line Holly Hill
Road as widened; thence westward along the new line of Holly Hill Road, N
84-00-13 W 409.54 feet to the west line of Townley Road as widened; thence
southwardly along Townley Road S 24-18-51 W 39.24 feet to a point on the
original intersection of the north line of Holly Hill Road and Townley Road;
thence N 84-16-49 W 883.42 feet to a point; thence N 84-21-19 W 196.07 feet to a
point; thence N 22-34-43 E 89.97 feet to a point; thence N 16-36-24 W 176.25
feet to a point; thence N 84-46-32 W 120.92 feet to a point on the east line of
Starling Drive; thence northwardly along Starling Drive, N 29-20-56 E 252.58
feet to a point; thence along a curve to the left, said curve having a central
angle of 3-03-19, a radius of 1,462.40 feet, a tangent of 39.00 feet for a
length of 77.98 feet to a point; thence S 59-36-25 E 397.76 feet to a point;
thence N 30-23-35 E 535.97 feet to a point; thence N 59-36-25 W 63 feet to a
point; thence N 30-23-35 E 606.98 feet to the south line of Quioccasin Road as
widened, and the point of beginning.


                                      -55-
<PAGE>



              EXHIBIT D - DESCRIPTION OF INTEGRATED SHOPPING CENTER

(Parcels A, B, C, D and E as shown on Survey of Austin Brockenbrough and
Associates dated January 18, 1974, revised February 19, 1974 and further revised
June 3, 1974)

Beginning at a point on the north line of Holly Hill Road as widened, said point
being 39.23 feet west of the intersection of Holly Hill Road and Parham Road
extended; thence from said point of beginning and along the north line of Holly
Hill Road as widened, N 84-00-13 W 636.28 feet to the west line of Townley Road
as widened; thence southwardly along Townley Road S. 24-18-51 W 39.24 feet to a
point on the original intersection of the north line of Holly Hill Road and
Townley Road; thence N 84-16-49 W 883.42 feet to a point; thence N 84-21-19 W
196.07 feet to a point; thence N 22-34-43 E 89.97 feet to a point; thence N
16-36-24 W 176.25 feet to a point; thence N 84-46-32 W 120.92 feet to a point on
the east line of Starling Drive; thence northwardly along Starling Drive, N
29-20-56 E 252.58 feet to a point; thence along a curve to the left, said curve
having a central angle of 9-48-00, a radius of 1,462.40 feet, a tangent of
125.37 feet for a length of 250.13 feet to a point; thence N 19-32-56 E 416.45
feet to a point; thence along a curve to the right, said curve having a central
angle of 8-42-30, a radius of 2,834.79 feet, a tangent of 215.84 feet, for a
length of 430.86 feet to a point; thence N 28-15-26 E 122.42 feet to a point;
thence along a curve to the right, said curve having a central angle of
93-41-40, a radius of 25.00 feet, a tangent of 26.67 feet, for a length of 40.88
feet to a point on the south line of Quioccasin Road as widened; thence along
said south line of Quioccasin Road S 58-02-54 E 461.49 feet to a point; thence
along a curve to the right, said curve having a central angle of 28-01-56, a
radius of 701.12 feet, a tangent of 175.02 feet for a length of 343.03 feet to a
point; thence S 30-00-58 E 343.91 feet to a point; thence along a curve to the
left, said curve having a central angle of 27-43-19, a radius of 563.06 feet, a
tangent of 138.94 feet, for a length of 272.43 feet to a point; thence along a
curve to the left, said curve having a central angle of 8-53-36, a radius of
517.46 feet, a tangent of 40.24 feet for a length of 80.32 feet to a point;
thence along a curve to the left, said curve having a central angle of 7-32-56,
a radius of 1,145.92 feet, a tangent of 75.60 feet, for a length of 150.98 feet
to a point; thence S 8-33-46 W 8.00 feet to a point; thence along a curve to the
right, said curve having a central angle of 74-32-06, a radius of 135.00 feet, a
tangent of 102.72 feet for a length of 175.62 feet to a point on the west line
of Parham Road; thence southwardly along Parham Road, S 6-54-19 E 150.05 feet to
a point; thence S 3-50-58 E 4.74 feet to a point; thence along a curve to the
right, said curve having a central angle of 23-36-57.1, a radius of 904.93 feet,
a tangent of 189.18 feet for a length of 372.99 feet to a point; thence along a
curve to the right, said curve having a central angle of 76-13-47.9, a radius of
50.00 feet, a tangent of 39.23 feet, for a length of 66.52 feet to a point on
the north line of Holly Hill Road as widened, and the point of beginning and
containing 47.616 acres.



                                      -56-
<PAGE>



                        EXHIBIT E - Intentionally deleted



                                      -57-
<PAGE>




                  EXHIBIT F - ENERGY SERVICE AND ENERGY CHARGES

                               REGENCY SQUARE MALL

1.0      Landlord will deliver to the Demised Premises, electric energy for
         lighting, miscellaneous power, heating and air conditioning of the
         same, from the central electric energy distribution system of the
         Shopping Center in accordance with the following:

1.1      Electric energy shall be available at any time between 8 a.m. and 10
         p.m. on the days when the center is designated open by Landlord in the
         capacities adequate to satisfy the full electric load of the Demised
         Premises. Characteristics of the electric energy service are 3 phase, 4
         wire, 60 cycle, 277/480 volt.

1.2      In addition during all other hours of the year, electric energy will be
         available for off hour lighting use by the Tenant. Said off hour load
         may not exceed 5 % of the total connected load of the lighting devices.

1.3      In addition, during all other hours of the year, electric energy will
         be available for maintaining an in-space temperature of 35 degrees F,
         whenever outdoor temperature is 35 degrees F or less.

2.0      Tenant shall submit its mechanical and electric plans for the
         Landlord's approval. Nothing contained in this Lease shall be construed
         to obligate the Landlord to approve Tenant plans or systems with a
         total connected load in excess of six (6) watts per square foot of
         Floor Area, exclusive of the connected load of heating and air
         conditioning equipment.

2.1      Without the written consent of the Landlord in advance, Tenant shall
         not increase its heating or cooling load or electric usage capacity
         beyond that initially installed in the Demised Premises in accordance
         with the approved plans thereof, nor shall it use heating and air
         conditioning for any purpose other than comfort conditioning of its
         space, nor shall it use electric energy for any other purpose than
         lighting and power demands indicated on its approved drawings.

2.2      Without the prior written consent of the Landlord, or unless expressly
         otherwise required by the Lease, Tenant shall not use electric energy
         during times other than the hours 8 a.m. through I0 p.m. on the days
         when the Landlord has designated the center as open, except that off
         hour lighting and freeze protection heating described hereinbefore, and
         electrical energy used for Tenant's refrigeration equipment and cash
         registers, shall not be considered a violation of this clause.

2.3      Tenant shall install an electric heating and air conditioning system in
         conformance with the description contained in 4.0 hereinbelow.

3.0      Landlord's Inspections:


                                      -58-
<PAGE>


3.1      Landlord shall have the right to inspect the Demised Premises to test
         Tenant's systems and to install and operate suitable devices for the
         purposes of determining Tenant's connected load, demand and consumption
         of electric energy and space temperature. Frequency of such inspections
         is at the Landlord's option and it should conduct same in a manner to
         keep disturbance of Tenant's operation at a minimum.

3.2      If such an inspection indicates that Tenant's connected load, energy
         usage or operation deviates from or exceeds the conditions set forth in
         this Lease, Landlord may require (in addition to any other right it may
         have) Tenant to pay the cost of said inspection and that the Tenant
         provide, at its own cost, all remedial action required to conform its
         installation or operation to this Lease.

4.0      Tenant's Systems:

4.1      The electrical work shall be as stated in the Criteria.

4.2      Tenant's distribution shall be arranged to provide independent
         circuiting for off hour operating devices, completely separated from
         all other users. These off hour devices are:

         4.2.1    Night lighting (limited to 5 % of the total connected load of
                  all lighting devices);

         4.2.2    The fan motor of the air handling equipment, used for heating;

         4.2.3    The electric heaters of said air handling equipment and the
                  controllers of said air handling equipment;

4.3      There shall be a separate disconnect switch for the off hour operating
         devices and other separate switch or switches for all other circuits.
         These latter switches shall be of the type suitable for remote
         activation/deactivation, and shall be of the type designated by the
         Landlord and the manufacturer and model shall be subject to Landlord's
         approval for this purpose.

4.4      Landlord has the option to install a central remote control system,
         that will deactivate all electrical circuits of the Tenant, except the
         off hour operating devices described hereinbefore, as an energy
         conservation measure during all hours when the center is not designated
         open by the Landlord.

4.5      Tenant's air conditioning and heating system shall be sized to offset
         the in-space and the transmission/radiation heat gains and losses of
         the Demised Premises at the design conditions listed and the space
         temperatures indicated as follows and these design conditions shall be
         used in the computation establishing the electrical charge rates.

         4.5.1    Heating:

                  Indoor dry bulb temperature 70 degrees F 


                                      -59-
<PAGE>


                  Outdoor dry bulb temperature 12 degrees F 
                  Wind velocity (up to 75% of extreme cold hours) 8 mph

         4.5.2    Cooling:

                  Indoor dry bulb temperature                 76 degrees F
                  Indoor wet bulb temperature                 63 degrees F
                  Indoor relative humidity                    50 degrees F
                  Outdoor dry bulb temperature                96 degrees F
                  Outdoor wet bulb temperature                79 degrees F


         4.5.3    Space load criteria

                  Outdoor air intake rate shall not exceed 0.20 of a CFM per
                  square foot in sales area and 0.10 in stock areas except
                  during times when neither refrigeration nor heating is
                  performed by means of electric energy and the space is being
                  conditioned by the use of outdoor air. The total amount of air
                  exhausted by mechanical exhaust devices installed by the
                  Tenant shall not exceed the maximum outdoor rate described
                  hereinbefore. Heat gain from the electrical devices, lighting,
                  motors and the like in the Demised Premises shall be their
                  actual rating as shown on the Tenant's electrical plans. For
                  the purposes of sizing the electric heating devices, a credit
                  shall be taken for such heat gain in accordance with the
                  recommendations of ASHRAE Guide. Occupancy of the space shall
                  be considered one person for every 100 square feet of store
                  area.

4.6      Tenant's mechanical equipment shall include the following provisions
         and conform to the following limitations:

         4.6.1    The overall efficiency of the air conditioning unit shall be
                  such that the electric power required for a ton of
                  refrigeration does not exceed 1.4 KW at the design conditions
                  stated hereinbefore. Said 1.4 KW shall include air cooled
                  equipment which shall include air supply fan, refrigeration
                  compressor, cooling tower (or evaporative condenser) fan and
                  water circulating pump in case of water cooled equipment.

         4.6.2    A 100% outdoor air economizer cycle shall be provided that
                  will allow cooling of the space without the use of electric
                  refrigeration, whenever the outdoor temperature is 55 degrees
                  F or less. Automatic control devices shall be provided to
                  prevent the refrigeration equipment from operating, whenever
                  the outdoor temperature is 55 degrees F or less and shall also
                  prevent the electric heaters from operating whenever the
                  outdoor air quantity drawn by the system exceeds the maximum
                  outdoor air rate described hereinbefore.


                                      -60-
<PAGE>


         4.6.3    A time clock shall be provided, of the seven day type, to
                  activate and deactivate the heating and air conditioning
                  system. The on and off settings of this time clock shall be
                  the same as the hours when the center is designated open and
                  closed respectively, except that a 1/2 hour morning warm-up
                  period is permitted during the heating season before the
                  actual time of opening the center.

         4.6.4    An automatic device will keep all outdoor dampers closed
                  during such warm-up cycle or whenever the temperature in the
                  store is less than 65 degrees F.

         4.6.5    The electric heating coils shall have multiple circuits and
                  shall be operated by multi-step controllers equipped with time
                  delays between the steps. These time delays will prevent the
                  entire coil from becoming energized simultaneously by a call
                  for heat from the temperature control system and will be
                  adequate in span to allow the space temperature sensing
                  devices to respond to the added heating energy. When the total
                  capacity of the heating coils of an air handling unit is 15 KW
                  or less, a minimum of three equal circuits shall be provided;
                  when this capacity is more than 15 KW but less than 60 KW, a
                  minimum of 5 equal circuits shall be provided; for capacities
                  exceeding 60 KW the individual circuit size shall not exceed
                  15 KW.

4.7      Tenant's heating and air conditioning system shall be provided with
         automatic controls maintaining the space temperature automatically by
         cycling the air conditioning compressors and the electric heaters.
         Whenever mechanical refrigeration is used, the indoor temperature
         maintained shall not be less than 75 degrees F. Whenever electric
         heating is used the indoor temperature maintained shall not be more
         than 70 degrees F.

         4.7.1    Temperature maintained lower than these values in the summer
                  or higher in the winter shall be considered a violation of the
                  Lease and Landlord shall have the right (in addition to
                  whatever other rights he may have) to estimate the energy
                  consumed by such excesses, and to adjust the energy service
                  charges to include additional monies for such excesses,
                  including adjustment for the past 12 months.

         4.7.2    Tenant's air conditioning equipment shall include a part load
                  operation capacity control for its refrigeration compressors.
                  This may be in the form of multiple compressors or unloading
                  devices, except for units less than 6 tons of total capacity
                  as to which this requirement is waived. Air conditioning units
                  with a total capacity over 6 tons but not exceeding 20 tons
                  shall have at least 2 capacity reduction steps, that is 100%,
                  50%, off. Units over 20 ton capacity shall have at least 3
                  steps of capacity control, that is 100%, 66%, 33% and off.

         4.7.3    More refined capacity controls or smaller incremental steps as
                  described hereinbefore are acceptable for both the
                  refrigeration compressors and the electric heating coils.


                                      -61-
<PAGE>


4.8      All outdoor air dampers shall be first grade quality, provided with air
         tight seals on all damper edges and on all four sides. They must be
         leak free in their closed position.

4.9      All ductwork carrying heated or cooled air, except exhaust ductwork,
         shall be proved with not less than 1 ", thermal insulation when running
         in non-air conditioned spaces or in hung ceilings that are not acting
         as active air return plenums. Any such ductwork running outdoors shall
         be provided with not less than 2" thick thermal insulation.

4.10     Tenant's air conditioning system shall be designed to prevent escape of
         air into public areas or other stores, and of odors or contaminants
         into the public areas or other stores and shall transmit no noise or
         vibration into public areas or other stores.

4.11     Tenant agrees to operate its systems so that the amount of electrical
         energy consumed for its use is to be economically moderated by avoiding
         any unnecessary or wasteful consumption of electricity.

5.0      Electrical Consumption Charge:

5.1      Tenant agrees to pay Landlord for the energy service supplied, under
         the conditions described herein, as additional rent, the Electrical
         Consumption Charge, payable in 12 equal monthly installments on the
         first day of each month during the Lease Term. The payment provided for
         herein shall be adjusted for each calendar year, at the end of the
         preceding calendar year by adding thereto a sum computed at the rate of
         1% (or fraction thereof) for each increase of 1%, (or corresponding
         fraction thereof) of the overall average cost of electric energy paid
         by the Landlord. At the same time, the same increase shall be collected
         by the Landlord for the preceding calendar year.

5.2      Landlord's average unit cost of electricity shall be arrived at by
         calculating the sum of its electric bills for the preceding 12 months,
         divided by the sum of electric energy usage, stated on said bills, in
         kwh.

5.3      The Electrical Consumption Charge will be based on the Tenant's
         connected electric load as evaluated by the Landlord's engineer. Tenant
         shall furnish his final mechanical and electrical drawings to the
         Landlord for that purpose and shall cooperate with the Landlord's
         engineer, furnishing all information required for an exact
         determination of the connected load of each electric energy using
         device as well as for the evaluation of full conformance with the
         provisions of this lease.

5.4      For the purposes of connected load computation each electric energy
         consuming device will be counted as follows:

         5.4.1    Fluorescent and mercury lighting at the actual rated wattage
                  of the lamps and ballast loss plus 10% for power factor
                  correction rounded off to the nearest 25 volt-amperes.
                  Incandescent lighting at the full rated wattage of the lamps,
                  in volt-amperes.


                                      -62-
<PAGE>


         5.4.2    All motors at their full nameplate rating of volt-amperes.

         5.4.3    All resistance type devices such as heaters at their full
                  rated capacity.

         5.4.4    All convenience outlets, with no load indicated (such as wall
                  or floor or show-case installed) at 180 VA per receptacle for
                  120V, 15A or 20A receptacles; 2000 VA for 208V, 15A or 20A
                  receptacles.

5.5      The total connected load will be the sum total of the individual
         electric energy consuming devices connected load as described above,
         without any deduction for alleged or actual diversities or partial
         operations; with the following two exceptions:

         5.5.1    Air conditioning equipment and heating equipment is excluded
                  in full as their usage will be reflected in the Electrical
                  Consumption Charge values as a function of the connected load;

         5.5.2    Whenever two electrical energy consuming devices are prevented
                  from operating simultaneously by an automatic electric
                  interlock without any manual override device, only the larger
                  of the two will be included for the connected load summation.

         5.6      The Floor Area of the Demised Premises shall be as stated in
                  Paragraph 1(a) of the Lease.



                                      -63-
<PAGE>


                                   EXHIBIT F-1

                       REGENCY SQUARE, RICHMOND, VIRGINIA
                       ENVIRONMENTAL SERVICES, FOOD COURT

1.0 General:

1.1 Landlord will provide for the Demised Premises: all electric energy for
lighting, miscellaneous power and supplementary heating use; and conditioned air
for heating and air conditioning use; all in accordance with the following:

1.1.1 Electric energy will be available on the days and between the hours of
each day, when the Shopping Center is designated open by Landlord, in capacities
adequate to satisfy the actual electric load in the Demised Premises;

1.1.2 During all other hours of the year, electric energy will be available for
off-hour lighting use, heating, computer use and food refrigeration use by
Tenant; off-hour lighting may not exceed five percent (5%) of the total
connected load of the lighting devices in the Demised Premises, unless expressly
stated in this lease otherwise;

1.1.3 Electricity may not be used ,for air-conditioning purposes; only for
control.

1.2 Electric energy service related installation requirements:

1.2.1 Electric energy is delivered by Landlord to electric distribution rooms,
located as designated by Landlord; Landlord's distribution system terminates in
bus ways, furnished by Landlord, in these distribution room. All electrical work
and installations required for the beneficial use of the Demised Premises,
beyond these bus ways shall be provided by Tenant;

1.2.2 This work by Tenant shall include: (i) fused disconnect switch, compatible
to and installed in Landlord's bus way; and (ii) wire from that switch to the
Demised Premises, to Tenant's in-space electric distribution system;

1.2.3 Characteristics of Tenant's electrical distribution shall be based on
277/480 volt, three phase, four wire service; it shall include dry-type
transformer for any other required voltage.

1.3 Conditioned air will be supplied under the conditions, time schedules and
Tenant installation requirements described in Exhibit "F-2" hereof.

1.4 Neither the electric energy nor the conditioned air service supplied by
Landlord to Tenant will be metered nor check-metered.

2.0 Inspections and Evaluations by Landlord:


                                      -64-
<PAGE>


2.1 Landlord has the right to inspect the Demised Premises to test Tenant's
systems, electricity and conditioned air usage, or space temperature. Frequency
of such inspections shall be at Landlord's discretion; Landlord shall utilize
reasonable efforts to conduct same in a manner to keep disturbance of Tenant's
operation at a practicable minimum.

2.2 In case such an inspection finds that Tenant's connected load, energy use or
operation deviates from, or exceeds the conditions set forth in this lease,
Landlord may (in addition to any other rights and remedies elsewhere provided or
permitted) require that Tenant pay for the cost of the said inspection and that
Tenant provide, at Tenant's sole cost and expense, all remedial actions required
to conform Tenant's installation or operation to the provisions of this Lease.

2.3 For the purpose of evaluating the "Environmental Charge Rate" and for the
purpose of any other provision of this Lease, the "Connected Electric Load" of
the Demised Premises is defined as the sum total of the individual electric
energy consuming devices' connected load in the Demised Premises, without any
deduction for alleged or actual diversities or for partial operations; except,
when two (2) electric energy consuming devices are prevented from operating
simultaneously by means of an automatic interlock, without manual override
device, only the larger of the two (2) has to be included in the connected load
summation.

2.3.1 For the purposes of connected load summation, the connected load of each
electric energy consuming device is defined as follows:

2.3.2 Fluorescent and mercury lighting at the actual rated wattage of the lamps
plus ballast loss, plus ten percent (10 %) power factor correction;

2.3.3 Incandescent lighting at the full rated wattage of the lamps, in
volt-amperes;

2.3.4 All motors at full name-plate/rating volt-amperes, including all losses;

2.3.5 All resistance type devices and all appliances, such as ovens or
refrigerators at their full rated capacity, with all circuits operating, in
volt-amperes;

2.3.6 All convenience outlets with no load indicated on the drawings count at
180 VA. per receptacle for 120 V., 15A. or 20A. receptacles; and at 2000 VA.
each for 208 V., 15A. or 20A. receptacles.

3.0 Plans: Tenant shall submit its electrical and mechanical plans to Landlord,
for Landlord's prior written approval. Nothing contained in this lease shall be
construed to obligate Landlord to approve Tenant' s plans or systems with a
total connected load in excess of seven (7) watts per square foot of Floor Area,
exclusive of electric heating devices.

3.1 Without advance written consent of Landlord, Tenant shall neither increase
nor decrease its electric load, or its air conditioning load from the initial
installation in the Demised Premises, in accordance with the approved plans
thereof.


                                      -65-
<PAGE>


3.2 Without advance written consent of Landlord or unless expressly otherwise
required by this Lease, Tenant shall not use electric energy nor conditioned air
during times other than on the days and between hours when Landlord has
designated the Shopping Center as "open"; except, that off-hour lighting,
computer use and food refrigeration in accordance with the foregoing and other
requirements and heating during "off-hours" shall not be considered a violation
of this clause.

4.0 Energy Management Requirements:

4.1 Tenant's electrical distribution shall be arranged for independent
circuiting for all off-hour operating devices, separated from all other users.
These off-hour devices are:

4.1.1 Night lighting, including any signs that remain operative during "closed"
hours. Connected load of such lighting is limited to five percent (5%) of the
total connected load of all lighting devices in the Demised Premises.

4.1.2 Refrigerators and coolers with their controllers;

4. 1.3 Computers required to be "on" twenty-four (24) hours per day;

4.1.4 Timer and Temperature Controls.

4.2 A separate disconnect contractor shall be provided for the off-hour
operating devices. Another, separate disconnect contractor(s) shall be provided
for all other uses.

This latter (not "off-hour use" devices) contractor(s) shall be of the type
suitable for remote activation/de-activation by low voltage signal and shall be
of the type designated by Landlord. Manufacturer and model of these contractors
shall be subject to Landlord 's prior written approval.

4.3 Landlord has the option to install a central, remote control system, that
may deactivate (part or) all electrical circuits of Tenant as an energy
conservation measure, during all hours when the Shopping Center is not
designated "open" by Landlord.

4.4 In case Landlord does not install the central control system described in
Section 4.3 hereof, Tenant shall install time-clocks. Whenever the Demised
Premises are not "open for business", these time-clocks will keep:

4.4.1 All electric energy consuming devices inoperative; "off-hour" devices
described in Sections 4.1.1 through 4.1.4 hereof are exempt from this
requirement;

4.4.2 Re-set the thermostat(s) maintaining space temperature during the heating
season to 70 degrees F. whenever the Shopping Center is designated "open" by
Landlord, and to 50 degrees F. during all other times.


                                      -66-
<PAGE>


5.0 Environmental Service Charges {referred to as "Electrical Consumption
Charge" in Paragraph l(n) of this Lease}

5.1 For the Environmental Energy. Services supplied under conditions described
herein, Tenant agrees to pay Landlord, as additional rent, the annual
"Environmental Service Charge" (Electrical Consumption Charge), payable in
twelve (12).equal monthly installments, on the first day of each month during
the Lease Term.

5.2 The payment provided herein shall be adjusted and billed each month, by
adding thereto a sum reflecting in proportion any increase in any of the
following components of whatsoever kind or nature.

5.2.1 Electric Utility (Virginia Electric Power Co.) rates and charges,
including "customer service charge" or "fuel adjustment" or "fuel purchase cost"
type charges of the Utility;

5.2.2 Surcharges, Taxes and Levies related to the utility charge or to the
electric or to the conditioned air service;

5.2.3 Tenant's connected loads, operating hours of Tenant and of the entire
Shopping Center;

5.2.4 Five percent (5%) late charge for any Environmental Service Charge balance
unpaid on the twentieth (20th) of the month following the billing date (in
addition to other rights and remedies provided or permitted in this Lease).

5.3 The Environmental Service Charge (Electrical Consumption Charge) shall be
based on Tenant's connected loads and on Tenant's heating and air conditioning
loads, each, as established by Landlord's engineers.

5.3.1 For that purpose, Tenant shall:

5.3.1.1 Furnish its final mechanical and electrical drawings to Landlord in
accordance with the requirements of this Lease; electrical drawings shall
include schedule of lighting fixtures with manufacture, lamp and ballast (if
applicable) rating in watts, schedule of all motors and appliances with rating
in watts or Kw. (a separate schedule may be submitted for this purpose);
mechanical drawings shall include air flow ratings;

5.3.1.2 Identification of lighting and any other devices intended to operate
"off-hours";

5.3.1.3 Cooperate with Landlord's engineers, furnishing all information required
for exact determination of the connected load of each electric energy using or
heat producing device or condition;

5.3.1.4 Agree to accept the estimate of Landlord's engineers for any information
or data described in Sections 5.3.1.1 and 5.3.1.2 hereof, but not shown on the
drawings (and other documents) supplied by Tenant.


                                      -67-
<PAGE>


5.4 Landlord's engineers, using the Connected Electric Loads developed as per
Section 2.3 hereof and using its estimate for the number of hours usage will
calculate:

5.4.1 The charges (including taxes), that Tenant, as the operator of an
independently metered and monthly billed premises equipped with an "assumed"
air-cooled, roof-top type (reciprocating, package) air conditioning unit(s) with
built-in electric resistance type heating devices would pay to the public
Utility Company (identified above), at the lowest rate that would be applicable
to such premises for the electric demand and energy consumption, including
customer (type) and similar charges;

5.4.2 A component, reflecting the equivalent cost of amortizing the installation
of the "assumed" roof-type Air Conditioning Equipment, reflecting also the cost
of its maintenance and repair.

This component, subject to change by Landlord, is Two Hundred Ten and no/100
Dollars ($210.00) per year for each Ton of "nominal" capacity of this "assumed"
Equipment.

5.5 The "Environmental Service Charge" (Electrical Consumption Charge) shall be
the sum of the estimate described in Section 5.4.1 plus the component described
in Section 5.4.2.

5.6 In no event shall payment of the "Environmental Service Charge" (Electrical
Consumption Charge) abate, nor shall Lessee have any right of offset or
counterclaim against the payment of such a charge.

5.7 When developing the Environmental Service Charge, the following minimum
values and factors shall be applied:

5.7.1 All "off-hour" electric energy consuming devices (as described in Sections
4.1.1 through 4.1.5) will be considered operative twenty-four (24) hours per
day, year-round;

5.7.2 Any electric energy consuming device not provided with time-clock or not
connected to Lessor 's central control system shall be considered operative
twenty-four (24) hours per day, year around; including air handling equipment;

5.7.3 Outdoor air intake rate shall be calculated at rate not less than 0.18 CFM
per square foot unless more is indicated on Tenant's drawings;

5.7.4 Energy consumption of the "assumed" self-contained air conditioning unit
compressor(s) and condenser fan combined is 1,400 watts for each 12,000 BTUs
(ton of refrigeration) produced, and the sensible heat factor of this "assumed"
units cooling coil is seventy-nine percent (79%);


                                      -68-
<PAGE>


5.7.5 Demand and electric energy consumption of the evaporator fan of the
"assumed" self-contained air conditioning unit is 500 watts/square feet of
conditioned area; this fan is assumed to be operative, whenever the store is
open;

5.7.6 For purposes of establishing the "nominal" capacity of the "assumed"
self-contained A.C. unit, the nearest unit with higher capacity than the peak
cooling load of the premises (as calculated by Landlord's engineers) will be
selected from the following list of "nominal capacity" (expressed in tons of
refrigeration effect):

2.0, 3.0, 5.0, 8.0, 10.0, 15.0, 20.0, 25.0, 30.0

When the peak cooling load of space exceeds 30.0 tons (360,000 BTUs) multiple
units with nearest identical capacities will be selected;

5.7.7 Maximum occupancy shall be seventy-five (75) square feet per person;
except thirty (30) square feet per person in food service type stores in areas
accessible to the public;

5.7.8 Full operating hours of space include one half hour each in the morning
before the Demised Premises opens for business and in the evening after the
Demised Premises has closed for the day, representing preparation and cleaning
functions of Tenant's personnel.

6.0 Discontinuation of Service:

6.1 In case Landlord finds, in its sole judgment, that it is not feasible to
furnish or continue to furnish electricity, or conditioned air, or in case it
shall become unlawful for Landlord to furnish electricity or conditioned air,
Landlord may discontinue providing either one or all of these services, in the
entire Shopping Center or in any part thereof.

6.2 In the event of discontinuation in the conditioned air services, Tenant
shall be responsible for purchasing and installing heating and air-conditioning
equipment at Tenant's own cost and expense, as required to provide air
conditioning and heating to the Demised Premises.

6.3 In the event of discontinuation in the electric energy services, Tenant
shall be responsible for purchasing its electricity directly from the utility
company; and Tenant shall at Tenant's sole cost and expense cause the Demised
Premises to be separately metered and billed.

6.4 Tenant agrees that Landlord shall not be liable to Tenant for disruption or
diminution of the electric or of the conditioned air services, nor for any
shortages or curtailments in the use of these services and in no event shall any
such disruption or shortage or curtailments entitle Tenant to any abatement of
the rents or other charges due under this lease, nor shall it constitute an
eviction, actual or constructive.


                                      -69-
<PAGE>


                                   EXHIBIT F-2

                       REGENCY SQUARE, RICHMOND, VIRGINIA
                      HEATING/COOLING SERVICES, FOOD COURT

1.0 Conditioned Air: Landlord will provide for the Demised Premises conditioned
air for air-conditioning and heating; on the days and between the hours of each
day, when the Shopping Center is designated open by Landlord, in capacities
adequate to satisfy the actual air conditioning load of the Demised Premises, as
determined by Landlord.

2.0 Tenant systems:

2.1 Tenant's air handling and distribution system shall be sized to offset the
in-space and transmission/radiation heat gains of the Demised Premises at the
design conditions listed and space temperatures indicated herein. These design
conditions and temperatures shall be used in the computations establishing the
"Environmental Service Charge" (Electrical Consumption Charge) rate, as
described in Exhibit F".

Indoor temperatures maintained by Tenant lower than those indicated, when
cooling, or higher, when heating, shall be deemed a violation of this Lease. In
case of such violation, Landlord shall have the right, in addition to any other
rights it may have, to estimate the energy consumed by such excess or excesses,
and to adjust the "Environmental Service Charge" (Electrical Consumption Charge)
to include additional monies for such excess(es), including also adjustment for
the past twelve (12) months.

2.1.1 "Peak" design conditions, air conditioning:


Indoor dry-bulb temperature                                 76 deg. F.
Indoor wet-bulb temperature                                 63 deg. F.
Outdoor dry-bulb temperature                                95 deg. F.
Outdoor wet-bulb temperature                                76 deg. F.


(At Tenant's counter only, and subject to each Tenant's individual use and
configuration of the Demised Premises)

2.1.2 "Peak" design conditions, heating:


Indoor dry-bulb temperature                                 70 deg. F.
Outdoor dry-bulb temperature                                17 deg. F.

2.2 Tenant's air conditioning system shall be designed for and conform to the
following criteria:

2.2.1 Cooling media conditions:


                                      -70-
<PAGE>


2.2.1.1 The conditioned air is delivered by Landlord's system with a supply
temperature not more than 54 deg. F. DB and 53.5 deg. F. WB and with a pressure
of 0.18 (eighteen-hundredth) of one inch W.G. on the downstream side of
Landlord's V.V. Box, all at times of "peak" design cooling outdoor conditions;

2.2.1.2 During all other times, these temperatures and pressure differential may
be reset, at Landlord's option, in accordance with energy conservation
principles.

2.2.2 Landlord's Work for the conditioned air service terminates with a Variable
Volume Air Terminal Box (V.V. Box), located near or in the Demised Premises;
thermostatic control of V.V. Box will be also provided by Landlord.

All air conditioning, ventilating and heating work and installation, required
for the beneficial use of the Demised Premises, beyond this junction point shall
be provided by Tenant, including all piping connections to Landlord's
distribution network;

2.2.3 Tenant shall install, located in the Demised Premises, an air distribution
system and electric heating devices selected by it to satisfy the heating and
air conditioning requirements of the Demised Premises, with the heating/cooling
media conditions and indoor/outdoor temperatures stated hereinbefore;

2.2.4 Tenant's air systems shall be designed to prevent escape of any odors or
contaminants into public areas or other stores; they shall not transmit noise or
vibration into the public areas or to other premises.

2.2.4.1 When the Tenant's operations are odor-producing (such as, but not
limited to food-service-establishments), a combination (dual-fan) make-up and
exhaust system shall be included, containing the odor-producing part of the
Demised Premises under negative pressure conditions with twenty-five percent
(25%) excess exhaust capacity over the outdoor air supply rate and in full
compliance with all applicable codes. A certified "air balance" report shall be
submitted to Lessor prior to commencement of Lessee's operations;

2.2.4.2 Mechanical (Motor-driven) exhaust systems shall be provided for all
toilets, capacities as directed by applicable codes; and

2.2.4.3 Routing of any ductwork outside of the Demised Premises shall be as
directed by Landlord; any such ductwork penetrating fire-protective barriers
shall be equipped with fusible-link dampers as prescribed by the applicable
code(s).

2.2.5 All ductwork carrying cooled air shall be provided with 1.0 in. thermal
insulation including vapor barrier; except that any such ductwork run in
air-conditioned spaces or hung ceilings that function as air return plenums need
not be insulated under the provisions of this Lease. Outdoor air intake ducts
and any ductwork carrying air-conditioned air outdoors shall have 2.0 in.
insulation, with vapor barrier.


                                      -71-
<PAGE>


2.3 Tenant systems shall be automatically and thermostatically controlled to
permit heating by electric energy only, when:

2.3.1 The V.V. Box is in the "minimum" flow rate positions; and

2.3.2 The Shopping Center is "open" (as determined by Landlord).

2.4 Landlord may elect to connect Tenant's controls to a central, remote energy
management system in order to perform specific functions in which case, Tenant
shall incorporate into its systems (24 Volt) relays, of the type designated by
Landlord.


                                      -72-
<PAGE>


                         EXHIBIT G - MEMORANDUM OF LEASE

STATE OF VIRGINIA

CITY OF RICHMOND


ONE FEDERAL STREET JOINT VENTURE, a Massachusetts joint venture, with offices in
Newark, New Jersey (hereinafter called "Landlord"), hereby leases to
_________________ _______________, a _______________, h(hereinafter called
"Tenant"), and Tenant hereby rents from Landlord for a period of ____________
(_____) years beginning ___________, 19__, and ending _________, _____, store
premises in Regency Square Shopping Center, located on property situated in the
City of Richmond, State of Virginia, and more particularly described on Exhibit
A attached hereto and made a part hereof by reference. All of the provisions set
forth in that certain Lease Agreement dated ___________, 19__, by and between
Landlord and Tenant are hereby incorporated into and made a part of this
Memorandum.

         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed this ____ day of __________, 19__


      (Signatures and Acknowledgments for Landlord and Tenant to be added)



                                      -73-
<PAGE>


                        EXHIBIT H - ESTOPPEL CERTIFICATE


Date: __________________

Re:

Gentlemen

The undersigned, as tenant under that certain lease dated ________________ 19__
together with amendments dated ________________, 19__ (collectively, the Lease)
made with ________________ as Landlord, for suite _____ at ________________
(Demised Premises) hereby ratifies the Lease and certifies, as of the above
date, to the following:

1. Name of Tenant: __________________________________________________________

2. Date of Commencement of Lease: ___________________________________________

3. Date of Termination of Lease: ____________________________________________

4. Square Footage of Demised Premises: ______________________________________

5. Tenant agrees that monthly rent commenced on ________________,19__, that the
current monthly rent, inclusive of pass throughs of expenses, is
$________________. A security deposit in the amount of $________________ has
(has not) been applied to rent.

6. Tenant has no option to renew the Lease except as set forth in the Lease.
Tenant has no option to expand into additional space in the Property except as
set forth in the Lease. Tenant does not have a right of first refusal on any
space in the property except as set forth in the Lease nor does Tenant have any
option to acquire the property in which the Demised Premises are located.

7. Tenant has accepted and is occupying the Demised Premises. Tenant has made no
advancements for or on behalf of Landlord for which it has the right to deduct
from or offset against future rents and has not paid rent or additional rent in
advance for more than the current month during which this certification is made.
Tenant agrees not to pay rent or additional rent more than one (1) month in
advance at any one time. Landlord is not reimbursing Tenant or paying Tenant's
rent obligations under any other lease and any free rent period under the lease
has expired.

8. All of the improvements contemplated by the Lease to be constructed by
Landlord have been fully completed by Landlord in accordance with the plans and
specifications approved by Tenant, and Tenant is in full and complete possession
of the Demised Premises, paying rent and actively conducting its business
therein. Tenant has received all amounts agreed to be contributed by Landlord
for finishing the Demised Premises to Tenant's specifications. None of
Landlord's 


                                      -74-
<PAGE>


contribution for Tenant's fit-up expenditures may be credited on Tenant's behalf
towards rent or additional rent due to Landlord.

9. The Lease dated ________________ is unmodified and in full force and effect
{except for modification(s) dated ________________} and is the entire agreement
between Landlord and Tenant pertaining to the Demised Premises.

10. There exists no breach or default nor state of facts with which notice, the
passage of time, or both, would result in a breach or default on the part of
either the Tenant or Landlord. To the best of Tenant's knowledge, no claim,
controversy, dispute, quarrel or disagreement exists between Tenant and
Landlord.

11. Tenant has not assigned its interest in the Lease, nor has it sublet any
portion of the Demised Premises under the Lease.

12. Tenant agrees that no future amendment of the Lease is enforceable unless
such amendment has been consented to in writing by the lender making a loan on
the Property of which the Demised Premises form a part.

The undersigned acknowledges that the foregoing certifications are made to
induce ________________ to/make a loan secured by/purchase/the building in which
the undersigned's Demised Premises are located, and that ________________
intends to rely on the certifications contained herein in making such loan.


                                             ----------------------------------

                                             By:
                                                -------------------------------



                                      -75-
<PAGE>



                                SURETY AGREEMENT
                      TO BE ATTACHED TO AND FORM A PART OF
                       LEASE AGREEMENT DATED JULY 7, 1997,
                                 BY AND BETWEEN
                   ONE FEDERAL STREET JOINT VENTURE (LANDLORD)
                 AND PIZZERIA REGINA OF VIRGINIA, INC. (TENANT)

In consideration of the execution of the above referenced Lease by Landlord, the
undersigned (hereinafter referred to as "Surety"), intending to be legally bound
hereby becomes Surety for the prompt and faith fill performance by Tenant of the
Lease and all the terms, covenants and conditions thereof including, but not
limited to, the payment by Tenant of the rent and all other sums to become due
thereunder.

Surety agrees that (1) tills obligation shall be binding upon Surety without any
further notice or acceptance hereof, and shall be deemed to have been accepted
by the execution of the Lease; (2) immediately upon each and every default by
Tenant, without any notice to or demand upon Surety, Surety will pay to Landlord
the sum or sums in default and will comply with or perform all the terms,
covenants and conditions of the Lease which shall be binding upon Tenant as
provided in the Lease; (3) no extension. forbearance or leniency extended by
Landlord to Tenant shall discharge Surety and Surety agrees at all times it will
be liable notwithstanding same and notwithstanding the fact that Surety has had
no notice of any default or of any forbearance or extension; (4) Landlord and
Tenant without notice to or consent by Surety may at any time or times enter
into such modifications, extensions, amendments or other covenants respecting
the Lease and Surety shall not be released thereby, it being intended that any
 .joint, waiver, consent or agreement by Tenant by its own operation, shall be
deemed to be a joint, consent, waiver or agreement by Stately with respect
thereto and that Surety shall continue as Surety with respect to the Lease as so
modified, extended, amended or otherwise affected; and (5) neither the Surety's
obligation to make payment in accordance with the terms of this Surety Agreement
nor any remedy for the enforcement thereof shall be impaired, modified, changed,
released or limited in any manner whatsoever by any impairments, modification,
change, release or limitation of the liability of Tenant or its estate in
bankruptcy or of any remedy for the enforcement thereof, resulting from the
operation of any present or future provision of the National Bankruptcy Act or
other statute, or from the decision of any court.

Surety further agrees to be bound by each and every covenant, obligation, power
and authorization, without limitation, in the Lease, with the same force and
effect as if it were designated in and had executed the Lease as Tenant
thereunder.


                                      -76-
<PAGE>


IN WITNESS WHEREOF, the undersigned has executed this Surety Agreement under
seal as of the day and year first above written.


ATTEST:                                      BOSTON RESTAURANT ASSOCIATES, INC.
                                             a Delaware corporation


--------------------------------
        Secretary                            By:
                                                -------------------------------
                                                          President


(CORPORATE SEAL)                             
 
Address of Surety:

999 Broadway, Suite 400                      
Saugus, MA 01906                                      


                                      -77-