10.88

                     Lease Agreement for Store-Redondo Beach



<PAGE>

                                    L E A S E

     THIS  INDENTURE  OF LEASE IS MADE AND ENTERED  INTO as of this _____ day of
_____________________,  1997,  by and  between  THE  GALLERIA  AT SOUTH  BAY,  a
California limited  partnership,  having an address for purposes hereof at 10800
Brookpark  Road,  Cleveland,  Ohio  44130  ("LANDLORD"),  and PLAY CO.  TOYS AND
ENTERTAINMENT  CORP.,  a Delaware  corporation,  having an address for  purposes
hereof at 550 Rancheros Drive, San Marcos, California 92069 ("TENANT").

                                   WITNESSETH:

                                    ARTICLE I

                             INTRODUCTORY PROVISIONS

Section 1.0 - Basic Lease Provisions.

         The  following  Basic Lease  Provisions  are an  integral  part of this
Lease,  are  referred  to in  other  Sections  hereof,  including,  but  without
limitation,  the Sections identified below and are presented in this Section for
the  convenience  of the  parties.  They  are  not  intended  to  constitute  an
exhaustive  list of all  charges  which may  become due and  payable  under this
Lease.

(a) Shopping Center:                        The Galleria at South Bay
    (Section 1.1[a])

(b) Unit Number:                            366
    (Section 3.1)

(c) Approximate
    Premises GLA:                           3,620 square feet
    (Section 3.1)

(d)                                 Term of  Lease:  Ten (10) full  Lease  Years
                                    (plus a partial  (Section  9.1) Lease  Year)
                                    commencing  on  the  "RCD"  (as  hereinafter
                                    defined)   and   expiring   on   the   "Term
                                    Expiration  Date" or "TED"  (as  hereinafter
                                    defined).

(e) Rent Commencement Date ("RCD"):
    (Section 10.1)

     The  earlier of December  1, 1997 (the  "Outside  Date") or the date Tenant
opens for  business.  The date of December 1, 1997 is  predicated  upon Landlord
promptly  reviewing  Tenant's  plans and  specifications.  Landlord shall have a
period of eight (8) days after the day when Landlord  receives any submission of
Tenant's plans and specifications  within which to advise Tenant of its approval
and/or comments.  Landlord's responses shall be forwarded to Tenant by overnight
carrier.  In the event  Landlord does not respond to any such  submittal  within
such eight (8) day period,  then the date of December 1st shall be extended on a
day for day basis for each day from and after the ninth (9th) day after Landlord
receives the submittal of plans and specifications to and including the day when
Landlord responds to Tenant.

(f) Fixed Minimum Rent:
    (Section 11.1)
                           (i)      $23.00  per  square  foot of  Premises  GLA,
                                    $83,260.08  per Lease  Year,  $6,938.34  per
                                    month, for Lease Years 1 through 3;

                           (ii)     $25.00  per  square  foot of  Premises  GLA,
                                    $90,500.04  per Lease  Year,  $7,541.67  per
                                    month, for Lease Years 4 through 7;

                           (iii)    $27.00  per  square  foot of  Premises  GLA,
                                    $97,740.00  per Lease  Year,  $8,145.00  per
                                    month, for Lease Year 8 through the TED;
<PAGE>
                           (iv)     Fixed Minimum Rent (Article III,Section 3.3)
                                    Subject  to   Adjustment   if  Premises  GLA
                                    adjusted
                                     X      yes       no

     (g) Percentage  Rent:  (Section 11.2) 

     (i)  7%  of  Gross   Revenues   in   excess   of   $1,387,666.67   ("Annual
Breakpoint")for Lease Years 1 through 3;

     (ii) 7% of Gross Revenues in excess of $1,508,337.33  ("Annual Breakpoint")
for Lease Years 4 through 7;

     (iii) 7% of Gross Revenues in excess of $1,629,000.00 ("Annual Breakpoint")
for Lease Year 8 through the TED.

(h) Payment of Percentage Rent:
    (Section 11.3)                  

     By the twentieth (20th) day of the month immediately following the month in
which Gross Revenue for the Lease Year exceeds the Annual Breakpoint.

(i) Sales Reports:
    (Section 11.6)                

     Monthly on or before the  twentieth  (20th) day of each month of each Lease
Year.  Annually on or before  forty-five  (45) days  following the close of each
Lease Year.

(j) Special Promotion Assessment or Advertisement:
    (Section 12.4)
                           (i)      Initial Opening Ad: INTENTIONALLY OMITTED

                           (ii)     Renovation/Expansion:  INTENTIONALLY OMITTED

(k) Annual Marketing Fund Contribution:
    (Section 12.5)                  $1.00 per square foot of Premises GLA

    Increases:             

     (i) CPI-U: Yes, not to exceed five percent (5%) per annum.

     (ii) Mall average sales threshold of $300.00 per square feet exceeded: No

(l) Annual Media Fund Charge:
    (Section 12.6)                  INTENTIONALLY OMITTED

(m) Tenant Insurance:
    (Section 17.2)

     (i) Liability:  $1,000,000  combined single limit per occurrence  basis for
property damage and personal and bodily injury or death.


     (ii) Boiler: $100,000.00, if applicable.

     (iii) Liquor Liability Insurance: INTENTIONALLY OMITTED

     (iv) Environmental Impairment Liability: INTENTIONALLY OMITTED

     (v) All-Risk Coverage: 90% of full replacement cost

     (vi) Self-Insurance yes x no


(n) CAM Costs:
    (Section 12.2) 
<PAGE>
     Proportionate Share; payable monthly on estimated bill.

(o) Taxes:
    (Section 12.3) 

     Proportionate Share; payable monthly on estimated bill.

(p) Food Court Charge:
    (Section 12.7)   

     INTENTIONALLY OMITTED

(q) Utility Services and Charges:
    (Section 13.1)  

     Payable by Tenant as billed per metered or estimated and adjusted billing.

(r) Tenant's Trade Name: TOYS INTERNATIONAL
    (Section 8.1)

(s) Permitted Use:        

     Tenant shall use and occupy the Premises solely for the retail sale of toys
and at  Tenant's  option  (but  only to the  extent  incidental  to the  primary
operation  of a toy  store),  better  quality  collectibles,  hobbies,  arts and
crafts,   children's   books,   dolls,   model   kits,   child-oriented   games,
child-oriented  video  and  audio  cassettes,   child-oriented   compact  discs,
child-oriented  laser discs and other child-oriented  technological  innovations
thereof,   child-oriented   computer   software,   child-oriented   wheel  goods
(excluding,  however,  bicycles and tricycles),  stuffed animals, other juvenile
and child-related goods (except that clothing shall be displayed in no more than
three  percent  (3%) of the sales  area of the  Premises  and  Tenant  shall not
display or sellany shoes),  and,  subject to the foregoing,  such other items as
are  typically  displayed  in toy stores  located  within  first-class  regional
shopping centers.

(t) Tenant's Billing Address:
    (Preamble)

(u) Tenant's Legal Notice Address:
    (Section 26.1)
                                    550 Rancheros Drive
                                    San Marcos, California  92069
                                    Attention:  President

(v) Security Deposit:                       None
    (Section 12.8)

(w) Guarantor:                      None

(x) Landlord's Contribution:                                  $140,000.00
    (Section 6.6)

(y) Annual Premises Sprinkler
       Charge:   

     $.30 per square foot of (Section 13.5) Premises GLA.





<PAGE>
(z) Annual Central HVAC
      System Equipment
       Rentalization:                  $1.02 per square foot of Premises GLA.
    (Section 13.2)

Section 1.1 - Defined Terms.

         The following terms shall have the meanings ascribed to them below:

         (a) "SHOPPING CENTER" shall mean those buildings, land and Common Areas
comprising the regional  shopping  center  development  known as THE GALLERIA AT
SOUTH BAY, located in the City of Redondo Beach, Los Angeles County, California,
all as shown on Exhibit "A" attached hereto and made a part hereof.

         (b)  "PREMISES"  shall mean the specific  demised store space leased to
Tenant by Landlord now existing or to be constructed in the Shopping Center. The
Premises are  cross-hatched  on the Leasing Plan attached  hereto as Exhibit "B"
for the sole purpose of more specifically locating said area.

         (c) "COMMON  AREAS" shall mean the "Enclosed  Mall" and its  amenities,
plaza areas,  surface parking areas,  parking decks,  structures or garages,  if
any, driveways,  aisles,  sidewalks,  loading docks,  passageways,  landscaping,
courts, stairs, ramps,  elevators,  escalators,  meeting rooms, public restrooms
and other common service areas, provided for by Landlord for the common or joint
use  and  benefit  of  tenants  and  occupants  of the  Shopping  Center,  their
employees, agents, servants, customers and other invitees.

         (d) "ENCLOSED  MALL" shall mean that portion or portions of the climate
controlled  enclosed  mall  sections of the  Shopping  Center  which are used in
common,  among other  things,  for  pedestrian  traffic  and which are  commonly
referred to as the "Enclosed Mall".

         (e)  "LEASE   YEAR"  as  used  herein   shall  mean  each   consecutive
twelve-month  period  beginning  with  the Rent  Commencement  Date,  as  herein
defined,  provided it has occurred on the first day of a calendar  month. In the
event that the RCD should  occur on a day other than the first day of a calendar
month, a Lease Year shall be each consecutive  twelve-month period commencing on
the first day of the calendar month next following the RCD.  Notwithstanding the
foregoing,  in the event the RCD occurs  during the  period  from and  including
December 2, 1997 through and including  December 24, 1997,  then the first Lease
Year shall commence on the RCD and end on November 30, 1998 and subsequent Lease
Years shall begin on December 1st.

         (f)  "MAJOR   TENANTS"  shall  mean  those  tenants  whose   aggregate,
contiguous  floor  area  exceeds  50,000  square  feet and  which  are  known as
department stores, who now or hereafter lease, own or occupy tracts or stores in
the Shopping  Center,  including but not limited to May Company,  Nordstroms and
Mervyn's.

     (g) "TENANT'S  PROPORTIONATE SHARE", shall mean a fraction the numerator of
which is the "Premises  GLA", as  hereinafter  defined,  and the  denominator of
which is: (i) with respect to "CAM Costs",  as  hereinafter  defined,  the total
number of square feet of actually  occupied  gross leasable area in the Shopping
Center  ("Occupied  Center GLA") (except that the Occupied Center GLA may not be
less than eighty-five  percent [85%] of aggregate Shopping Center GLA) excluding
the number of square  feet of floor area of the Major  Tenant  spaces;  and (ii)
with respect to "real estate taxes", as hereinafter defined, the total number of
square feet of gross  leasable area in the  building(s)  on the tax parcel(s) on
which the Premises is located  (subject,  however,  to the provisions of Section
12.3[a] hereinafter set forth).
<PAGE>


                                   ARTICLE II

                                    EXHIBITS

Section 2.1 - Exhibits.

         The following  exhibits are attached  hereto or otherwise  incorporated
herein by reference, and made a part of this Lease:

     EXHIBIT "A" - Site Plan of the Shopping Center.

     EXHIBIT "B" - Leasing Plan of the Shopping Center.

     EXHIBIT "SBG1.0" - Tenant Handbook containing Sign and Design Criteria, and
Work to be Performed by Landlord and Tenant.

     EXHIBIT "LTW" - Landlord and Tenant Work



                                   ARTICLE III

                                    PREMISES

Section 3.1 - Premises.

         In  consideration  of the  payment of all rents,  all other  monies due
under this Lease ("Additional  Charges") and the performance of the covenants as
hereinafter  set forth,  Landlord  demises unto Tenant,  and Tenant  leases from
Landlord,  subject to all conditions  and easements of record,  for the Term and
upon the terms and  conditions  set forth in this Lease,  the Premises  which is
situated  in the City of  Redondo  Beach,  County  of Los  Angeles  and State of
California  and being Unit No. 366 in the Shopping  Center and being a storeroom
of  irregular  dimensions  containing  approximately  3,620 square feet of floor
space.

Section 3.2 - Gross Leasable Area of Tenant's Premises.

         The Gross  Leasable  Area of Tenant's  Premises or the  "Premises  GLA"
shall be  computed  based on the  "lease  lines"  for the  Premises,  defined as
follows:  The lease line for common  demising  walls between  adjoining  tenants
shall be the center line of the common  demising wall.  Along the storefront the
lease line shall be the designated  line separating the Premises from the Common
Area,  regardless of where Tenant's  storefront is actually built. On non-common
demising  walls such as between the Premises and service  corridors,  mechanical
rooms, or the building exterior, the lease line shall be the outside face of the
demising wall. Any recesses  required to accommodate  the door swing of the exit
door for the Premises  shall be considered  part of the Premises.  No deductions
shall be made for existing  columns or bracing  within the Premises or along the
demising  walls but  deductions  shall be made for the areas  occupied  by major
vertical duct shafts.

Section 3.3 - Revisions to Premises GLA.

         The  square  footage  set  forth in  Section  3.1 has  been  determined
pursuant to the provisions of Section 3.2 by reference to either "CAD" or scaled
architectural  drawings of the Premises.  Landlord and Tenant  acknowledge  that
irrespective  of whether or not the Premises  shall have been  constructed as of
the  date of this  Lease,  Landlord  shall  make  final  as-built  field  or CAD
measurements  of the Premises after Tenant's  leasehold  improvements  have been
constructed and should those  measurements  disclose a different  square footage
than the Premises GLA set forth in Section 3.1 above  ("Final  Revised  Premises
GLA"),  then  Landlord  agrees to notify  Tenant in writing of the Final Revised
Premises  GLA.  Tenant  further  acknowledges  and  agrees  that such  notice by
Landlord  shall be  deemed  sufficient  to amend the  Premises  GLA set forth in
Section 3.1, such amendment being deemed self-operative without the necessity of
further  formal  mutual  acknowledgment  or  documentation  between  Landlord or
Tenant,  but subject to  Tenant's  right to verify  said  measurements.  When so
finally  determined,  the  Final  Revised  Premises  GLA  shall  be  used as the
numerator in computing Tenant's Proportionate Share of Additional Charges and in
all computations of Additional  Charges predicated upon the Premises GLA and all
computations  of Fixed Minimum Rent if such has been determined on a square foot
(as opposed to a fixed rate) basis. If the Fixed Minimum Rent should be revised,
Landlord's  revised billing to Tenant shall be deemed  sufficient notice of such
rent revision and the Annual  Breakpoint(s)  set forth in Section  1.0(g) herein
shall be correspondingly adjusted.
<PAGE>
Section 3.4 - Landlord's Reservation.

         Landlord reserves to itself the roof and exterior walls of the building
containing the Premises and all space above the ceiling within the Premises,  to
accommodate the Shopping Center's structural, mechanical and electrical conduit,
piping, ducting or venting requirements. Landlord and its agents further reserve
the  right on behalf of  themselves  or an  authorized  utility  company  to run
utility lines,  pipes,  conduit or ductwork when necessary or desirable  through
the air space above  Tenant's  ceiling,  columns or within walls of the Premises
and to maintain,  repair,  alter,  replace or remove the same in non-sales  area
locations which will not interfere with Tenant's use of its Premises.


                                   ARTICLE IV

                                  COMMON AREAS

Section 4.1 - Use.

         (a) Landlord grants to Tenant and its agents,  employees and customers,
a  non-exclusive  license,  subject  to the  reasonable  and  uniform  rules and
regulations  promulgated  by  Landlord,  to use the Common  Areas in common with
other tenants and occupants of the Shopping Center, their agents,  employees and
customers during the Term of this Lease and any renewal period thereof,  subject
to the  exclusive  control and  management  thereof at all times by Landlord and
subject further to the rights of Landlord as set forth in Section 4.2 herein.

         (b) Landlord reserves to itself the right to construct and lease and/or
license kiosks, carts and sales areas on any portion of the Common Areas.

         (c) Tenant  shall not use the Common  Areas for any other  purpose than
herein designated.

Section 4.2 - Management and Operation of Common Areas.

         Landlord  will use  reasonable  efforts to operate and maintain or will
cause to be operated and  maintained,  the Common Areas in a first-class  manner
and in the best  interest of the Shopping  Center.  Landlord will have the right
(1)  to  establish,   modify  and  enforce  reasonable  and  uniform  rules  and
regulations with respect to the Common Areas for the general benefit of Landlord
and all tenants of the Shopping Center;  (2) to enter into, modify and terminate
easements  and other  agreements  pertaining to the use and  maintenance  of the
parking areas and fees for use of such parking areas and other Common Areas; (3)
to provide for employee  parking and formulate  reasonable and uniform rules and
regulations  for the same;  (4) without  abatement  of rent or other  charges to
close all or any portion of said  parking  areas or other  Common  Areas to such
extent as may, in the opinion of Landlord,  be necessary to prevent a dedication
thereof or the  accrual  of any right to any person or to the public  therein or
for any other  reason in the best  interest of  Landlord  and all  tenants;  (5)
without  abatement of rent or other  charges,  to close  temporarily  reasonable
portions of the Common  Areas for  repairs or  refurbishing;  (6) to  discourage
non-customer  parking; (7) except as otherwise provided herein, to move, remove,
relocate  and/or replace seats,  trees,  planters and other  amenities  commonly
found in first-class regional shopping centers; and (8) to do such other acts in
and  to  said  areas  and  improvements  as in the  exercise  of  good  business
management,  and the maintenance of a first-class  regional  shopping center, as
Landlord, in the exercise of its reasonable business judgment,  shall deem to be
advisable.
<PAGE>
                                    ARTICLE V

                          CHANGES AND ADDITIONS TO THE

                   SHOPPING CENTER SITE PLAN AND LEASING PLAN

Section 5.1 - Site Plan and Leasing Plan.

         The Site Plan and Leasing Plan attached  hereto as Exhibit "A" and "B",
respectively are for the sole purpose of showing the approximate  shape,  design
and  locations of buildings,  tenant spaces and Common Areas located  within the
Shopping Center.

Section 5.2 - Changes to Shopping Center Site Plan and Leasing Plan.

         Landlord  reserves  the  right at any time and from time to time (a) to
make or permit  changes or  revisions  in the Site Plan and Leasing Plan for the
Shopping Center including  additions to,  subtractions from,  rearrangements of,
alterations of, modifications of or supplements to the building areas, walkways,
parking areas, driveways or other Common Areas, (b) to construct other buildings
or  improvements  in the  Shopping  Center  and to make  alterations  thereof or
additions  thereto  and to build  additional  stories  on any such  building  or
buildings  and to build  adjoining  same,  and (c) to make or permit  changes or
revisions in the Shopping Center,  including  additions  thereto,  and to convey
portions  of the  Shopping  Center to others  for the  purpose  of  constructing
thereon  other  buildings  or  improvements,  including  additions  thereto  and
alterations thereof; provided, however, that no such changes,  rearrangements or
other  construction  shall  permanently  reduce  the  number of  parking  spaces
provided  by  Landlord  below the  number of  parking  spaces  required  by law.
Notwithstanding  anything to the contrary  contained in this Lease,  in no event
may any changes  which  Landlord  makes to the Shopping  Center,  or any portion
thereof,  have any material  adverse effect upon access to and/or  visibility of
the Premises.


                                   ARTICLE VI

                                  IMPROVEMENTS

Section 6.1 - Landlord's Duties.

         The Premises have been  previously  improved by an existing  tenant and
Tenant  acknowledges  that it is accepting  the Premises in its present  "as-is"
condition with no expectation that Landlord will or should perform or contribute
towards the cost of any leasehold  improvements required to prepare the Premises
for Tenant's  occupancy  except as provided in Section 6.6. Tenant  acknowledges
that it has been afforded the opportunity to inspect the Premises, including but
not limited to,  gaining  access to systems  serving the Premises to confirm for
itself the suitability  and adequacy of the Premises for Tenant's  intended use.
The parties  acknowledge that Tenant may have general and specific  requirements
and needs  relating to the  operation of its  business  from the  Premises,  and
Landlord  and  Tenant  are  entering  into this Lease in  reliance  solely  upon
Tenant's  expertise and ability to evaluate the  suitability of the Premises and
Shopping  Center for the conduct of Tenant's  business.  Tenant has entered into
this Lease without  reliance upon any obligation of Landlord to make, and Tenant
agrees that Landlord shall not be obligated to make any  disclosures  concerning
the value,  condition or suitability of the Premises for Tenant's  intended use.
Notwithstanding  anything to the  contrary  contained  in this Section 6.1 or in
Section 6.2, before  delivering  possession of the Premises to Tenant,  Landlord
shall perform that work which is designated as Landlord's  work on Exhibit "LTW"
attached hereto and made a part hereof.  Tenant shall be responsible at its sole
cost  and  expense  to  perform  all work set  forth  on such  Exhibit  which is
designated as Tenant's work.
<PAGE>
Section 6.2 - Tenant's Improvements.

         On or before the RCD, Tenant shall at its own expense and in accordance
with Exhibit "SBG1.0" herein:

         (a) Secure all permits and licenses  necessary for the  construction of
any of its  installations  and the  prosecution  of its work,  and Tenant  shall
comply with all laws and regulations relating to the conduct of said work.

         (b) Perform all leasehold improvements required to prepare the Premises
for Tenant's occupancy and the conduct of Tenant's business.

         (c)  Obtain  on  behalf  of  itself,  or  any  of  its  contractors  or
subcontractors,  all  insurance  protection  required  by  Landlord  in  Exhibit
"SBG1.0" attached hereto and made a part hereof.

         (d) Install  equipment and appliances used in said construction and all
trade  fixtures  installed  shall be new or like-new  and  first-quality  items,
except as otherwise  provided herein.  Tenant shall remove and replace any trade
fixtures   which  were  not  new  when  installed  by  Tenant  whose  "look"  is
unacceptable   to  Landlord   in  the   exercise   of   reasonable   discretion.
Notwithstanding  anything to the contrary contained in this Lease, but except as
specifically prohibited pursuant to the last page of Exhibit "LTW", Tenant shall
have the right without  Landlord's  consent to re-use any and all  improvements,
fixtures and equipment existing in the Premises after demolition and turnover of
the Premises to Tenant to the extent same are  working,  in good repair and have
adequate capacity and life.

         (e)  Construct,  decorate,  install  and  remove the  temporary  Tenant
enclosure  in order to separate  the Premises  from the public  during  Tenant's
construction.

         (f) Promptly  after  receipt of written  request from Tenant,  Landlord
shall execute and deliver to Tenant or Tenant's designee an instrument  pursuant
to which Landlord waives and  relinquishes,  in favor of any lender or lessor of
Tenant,  any lien for rent and/or security interest which Landlord may have with
respect to Tenant's movable,  free-standing trade fixtures, trade fixtures which
can be removed without  material damage to the Premises,  business  machines and
business equipment, furnishings, furniture, merchandise, inventory and all other
non-attached  personal  property now or hereafter placed in or upon the Premises
by Tenant.  Such instrument shall be in form acceptable to Landlord's counsel in
the exercise of reasonable discretion and shall provide,  inter alia, that it is
null and void fifteen (15) days after  Landlord  gives notice to the Lender that
the Term of the Lease has expired or terminated.

         (g) Notwithstanding anything to the contrary contained in this Lease or
Exhibit  SBG1.0,  (i) Tenant shall not be required to make any plan  submissions
earlier than August 1, 1997,  (ii) Tenant  shall not be required to post,  or to
cause its contractor to post, a payment or performance bond or other bond of any
kind,  (iii)  Landlord  shall not have a right of approval  with  respect to the
identity of Tenant's




<PAGE>
contractor(s),  (iv) subject to Landlord's  approval rights,  Landlord shall not
have the right to design Tenant's store or any portion thereof, (v) Tenant shall
not be required to pay Landlord for any item of work,  installation  or service,
or any other sum whatsoever, that is not specifically and expressly provided for
(including the amount  thereof) in the terms and provisions of this Lease,  (vi)
Tenant  may use like new  fixtures,  (vii)  the  right of  Landlord,  Landlord's
agent(s) or a utility company to run utility lines, pipes, conduits or duct work
through the  Premises is limited to any area above the ceiling and above 12' 0",
and (viii) except for permanent  signs visible from the enclosed mall,  Landlord
shall have no right of approval with respect to signs within the store except as
provided in Section 14.2 of this Lease.


Section 6.3 - Tenant's Trade Fixtures.

         All  trade  fixtures,   signs  and  apparatus  (as  distinguished  from
leasehold  improvements)  owned by Tenant and  installed in the  Premises  shall
remain the property of Tenant and shall be removable at any time, including upon
the  expiration  of the Term;  provided  that Tenant shall  promptly  repair any
damage to the Premises  caused by the removal of said fixtures.  Any of Tenant's
property  not removed by Tenant may be  construed  by Landlord as  abandoned  by
Tenant or  Landlord  may order  Tenant  to  remove  said  items or have the same
removed at Tenant's expense.

Section 6.4 - Construction Lien.

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

Section 6.5 - Union Cooperation.

         Tenant shall perform or cause  Tenant's  contractor to perform all work
in the making and/or installation of any repairs, alterations or improvements in
a manner  so as to avoid any labor  dispute  which  causes or is likely to cause
stoppage or impairment of work or delivery services or any other services in the
Shopping Center.  In the event there shall be any such stoppage or impairment as
the result of any such labor dispute or potential  labor  dispute,  Tenant shall
immediately  undertake such action as may be necessary to eliminate such dispute
or potential dispute,  including, but not limited to (i) removing all disputants
from the job site until such time as the labor  dispute no longer  exists,  (ii)
seeking an  injunction in the event of a breach of contract  between  Tenant and
Tenant's contractor,  and (iii) filing appropriate unfair labor practice charges
in the event of a union jurisdictional dispute.

Section 6.6 - Landlord's Contribution to Tenant's Work.

         (a) Landlord shall pay to Tenant as its total obligation hereunder with
respect  to  Tenant's  Work,  the  sum of One  Hundred  Forty  Thousand  Dollars
($140,000.00)  which sum represents  Landlord's  contribution  to Tenant's Work.
Landlord's  contribution  shall be due and payable to Tenant  provided  that the
following conditions have been met:


<PAGE>
                  (1) The Premises  have been  completed  according to the plans
and specifications  previously approved in writing by Landlord,  and thirty (30)
days shall have elapsed from the date Tenant opens for business; and

                  (2)  INTENTIONALLY OMITTED

                  (3) Tenant has  furnished  Landlord  with  unconditional  lien
waivers and releases  that comply with the  mechanic's  lien law of the State of
California,  showing that all subcontractors,  materialmen,  laborers and design
professionals have been paid for all work,  material and labor furnished for the
Premises.

         (b) In the event that  there are claims  unpaid,  work  unfinished,  or
liens  filed  for such work and labor  that  have not been  bonded or  otherwise
secured, Landlord may retain from the amount due to Tenant for said contribution
a sum  sufficient  to pay said  claims,  unfinished  work or liens and all costs
resulting  there  from and to pay said  claims or liens,  if  necessary.  If the
amount owed to Tenant by Landlord shall not be sufficient to pay for said claims
or liens and the costs  resulting  therefrom,  Tenant shall  forthwith  pay said
claims or liens or cause the same to be properly  discharged as herein  provided
for.

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

         (d) Notwithstanding anything contained herein, the amount of Landlord's
Contribution  shall not exceed the  documented  costs of  Tenant's  construction
work,  including but not limited to design fees, permit fees,  bonds,  insurance
and all equipment, fixtures and improvements attached to the building.

         (e) If any portion of Landlord's  Contribution  is not paid by Landlord
to Tenant within fifteen (15) days after Tenant gives  Landlord  notice that (1)
the  Landlord's  Contribution  was not paid when due, and (2) if not paid within
fifteen (15) days it will bear interest as provided in this Section 6.6(e), then
the unpaid  portion (x) shall bear interest at the rate of ten percent (10%) per
annum,  not to exceed the maximum lawful rate, from the due date until paid, and
(y) may, together with such interest, be offset by Tenant against rent and other
charges owing to Landlord pursuant to this Lease.


                                   ARTICLE VII

                                      PLANS


Section 7.1 - Submission of Plans.

         Tenant  shall  prepare,  at its  sole  cost  and  expense,  and in full
compliance with the provisions of Exhibit  "SBG1.0"  herein,  complete plans and
specifications for all of Tenant's work, including store front design, and shall
submit  such Plans and  Specifications  to  Landlord  or  Landlord's  designated
representative  for  approval  prior to  commencement  of any work.  No  further
changes to said plans  shall be made after such  approval  by  Landlord  without
Landlord's prior written consent.

         Tenant  shall be  required  to submit its plans and  specifications  to
Landlord in a timely manner in accordance with the plan submission  requirements
of  Exhibit  "SBG1.0"  so that  Tenant's  remodeling  of its  Premises  shall be
completed on or before the RCD. In the event Tenant's plans are not submitted in
a timely  fashion as  required  above,  due to reasons  within  Tenant's  or its
architect's control, Landlord shall be entitled, in addition to any other rights
it may have  hereunder,  to require  Tenant to commence  the payment of rent and
additional charges as of the RCD notwithstanding the fact that Tenant may not be
open for business on such date.

<PAGE>
                                  ARTICLE VIII

                                       USE

Section 8.1 - Use and Trade Name.

         Tenant  agrees to: (i) operate its business in the  Premises  under the
trade  name  specified  in Article I,  Section  1.0(r) or such other  trade name
approved by Landlord, which approval shall not be unreasonably withheld, delayed
or conditioned  and (ii) use the Premises solely for the permitted use specified
in Article  I,  Section  1.0(s) and for no other  business  or  purpose.  Tenant
further  agrees not to conduct  catalog sales in or from the Premises  except of
merchandise which Tenant is permitted to sell "over-the-counter" consistent with
its permitted use. Tenant  recognizes  that the specific  limited use prescribed
herein is a material consideration to Landlord in order that the Shopping Center
will  maintain an  appropriate  tenant mix so as to produce  the  maximum  Gross
Revenue  possible  for all tenants and to assure the  continued  operation  of a
first-class   regional  enclosed  mall  shopping  center.   Notwithstanding  the
foregoing,  Tenant's  specific  limited use hereunder  shall not be construed to
imply that Tenant has an exclusive right to conduct the use permitted by Article
I, Section 1.0(s). Landlord, in its sole discretion, may permit other tenants or
occupants  of the  Shopping  Center to operate  the same or  similar  use unless
expressly stated herein to the contrary. If Tenant's business in the Premises is
to  be  conducted  pursuant  to  a  franchise   agreement,   the  existence  and
continuation of such franchise agreement is a material consideration to Landlord
in  entering  into this Lease and if such  franchise  agreement  is  terminated,
Landlord  shall be entitled to treat such event as an event of default and elect
any of the remedies provided in Article XXIV.

Section 8.2 - Tenant's Covenant to Operate.

         Tenant  agrees to  complete  Tenant's  work and open the  Premises  for
business  to the public  adequately  fixtured,  stocked  and staffed on the Rent
Commencement  Date,  and,  thereafter  throughout  the  Term of this  Lease,  to
continuously operate in one hundred percent (100%) of the sales space within the
Premises the business  described in Article I, Section  1.0(s),  Mondays through
Saturdays from 10:00 A.M. to 9:00 P.M. and on Sundays from 12:00 Noon until 6:00
P.M., or such other operating days and hours as may be reasonably  determined by
Landlord for the  operation of the Shopping  Center.  Tenant  agrees it will not
open earlier or close later than such hours  without  Landlord's  prior  written
consent. Landlord's consent may be conditioned on Tenant's payment of additional
costs incurred by Landlord as a result of Tenant's  extended hours of operation.
Notwithstanding  anything to the contrary  contained in this Lease,  in no event
shall  Tenant be required to be open for business in the  Premises,  at any time
unless at such time at least two (2) "Major  Department  Stores" (as hereinafter
defined) and tenants  occupying at least  seventy  percent (70%) of the Shopping
Center GLA (excluding the GLA of the Major Department Stores) shall also be open
for  business  to the  public.  "Major  Department  Stores"  mean  those  single
occupants of substantially the entirety of the buildings  respectively  shown on
Exhibit "B" as Nordstrom,  Robinson's/May and Mervyn's. Notwithstanding anything
to the contrary contained in this Lease, Tenant may be closed up to two (2) days
in any calendar  year for purposes of taking  inventory  and Tenant shall not be
required to be open for  business on Christmas  Day,  Easter,  Thanksgiving  Day
and/or New Year's Day. In all events, even if Tenant is not required to be open,
Tenant's display windows and exterior signs shall be lighted during the days and
hours set forth in the first sentence of this Section 8.2.

Section 8.3 - Prohibitions on Use.

         (a) Tenant shall not use or permit or suffer the Premises,  or any part
thereof,  to be used for any other  business or purpose  than that  specifically
defined and permitted by this Article and further provided that Tenant shall not
divert any portion of the Premises GLA for any use other than the use  described
in Section 1.0(s).
<PAGE>
         (b) Tenant shall not permit the Premises to be used in violation of any
laws or local ordinances or any way which in the reasonable judgment of Landlord
will injure the  reputation  of, be a nuisance,  annoyance,  or do damage to the
other tenants of the Shopping Center or Landlord,  including without limitation,
the sale of patently  offensive  material and  merchandise  and the use of audio
devices,  flashing lights,  machinery and equipment  creating noise or odors, or
the committing of acts, which will disturb, impair or interfere with the use and
enjoyment by the other tenants of their respective  premises within the Shopping
Center.

         (c) Tenant  agrees not to use or allow the  Premises to be used for any
auction,  fire,  bankruptcy  or "going out of  business"  sales  therein  unless
ordered by a court of competent jurisdiction after reasonable notice to Landlord
and an opportunity by Landlord to be heard.

Section 8.4 - Manner of Operation of Business.

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

         (b) Subject to Article XV of this Lease,  Tenant  agrees to assume full
responsibility  and at its own  cost to keep and  maintain  the  Premises  neat,
clean,  in proper  repair and free from  waste and  offensive  odors,  and in an
orderly and sanitary condition, free of vermin, rodents, bugs and other pests.

         (c)  Tenant  shall not cause or permit  any  Hazardous  Material  to be
brought  upon,  kept,  stored,  utilized,  disposed  of or used in or about  the
Premises  by Tenant,  its  agents,  employees,  contractors  or  invitees.  This
obligation  shall survive the termination or expiration of this Lease. If Tenant
breaches the obligations stated in the preceding sentence, or if the presence of
Hazardous  Material on the Premises  caused or  permitted  by Tenant  results in
contamination of the Premises,  or if contamination of the Premises by Hazardous
Material  otherwise  occurs for which  Tenant is legally  liable to Landlord for
damage  resulting  therefrom,  then  Tenant  shall  indemnify,  defend  and hold
Landlord harmless from any and all claims, judgments, damages, penalties, fines,
costs, liabilities or losses (including, without limitation, diminution in value
of the  Premises,  damages  for the loss or  restriction  on use of  rentable or
usable space or of any amenity of the Premises, damages arising from any adverse
impact on marketing of space, and sums paid in settlement of claims,  attorneys'
fees, consultant fees and expert fees) which arise during or after the Term as a
result  of such  contamination.  This  indemnification  of  Landlord  by  Tenant
includes,   without   limitation,   costs   incurred  in  connection   with  any
investigation  of  site  conditions  or  any  clean-up,   remedial,  removal  or
restoration work required by any federal,  state or local governmental agency or
political  subdivision  because of  Hazardous  Material  caused or  permitted by
Tenant and present in or on the Premises. Without limiting the foregoing, if the
presence of any Hazardous Material on the Premises caused or permitted by Tenant
results in any  contamination  of the Premises,  Tenant shall  promptly take all
actions at its sole  expense as are  necessary  to return  the  Premises  to the
condition  existing prior to the introduction of any such Hazardous  Material to
the Premises;  provided that Landlord's  approval of such actions shall first be
obtained,  which  approval  shall not be  unreasonably  withheld so long as such
actions would not potentially have any material adverse  long-term or short-term
effect on the Premises.
<PAGE>
     As used herein, the term "Hazardous Material" means: Any substance which is
(i)  defined  under  any  Environmental  Law  (defined  below)  as  a  hazardous
substance, hazardous waste, hazardous material, pollutant or contaminant, (ii) a
petroleum  hydrocarbon,  including  crude  oil or any  fraction  thereof,  (iii)
hazardous,  toxic, corrosive,  flammable,  explosive,  infectious,  radioactive,
carcinogenic or a reproductive  toxicant or (iv) otherwise regulated pursuant to
any  Environmental  Law.  The term  "Environmental  Law" shall mean all federal,
state and local laws, statutes,  ordinances,  regulations,  rules,  judicial and
administrative orders and decrees, permits, licenses, approvals,  authorizations
and similar requirements of all federal,  state and local governmental  agencies
or other governmental  authorities  pertaining to the protection of human health
and safety or the environment now existing or later adopted during the Term.

     Landlord and its agents shall have the right,  but not the duty, to inspect
the Premises at any time to determine whether Tenant is complying with the terms
of this  Section.  If Tenant is not in compliance  with this  Section,  Landlord
shall have the right to  immediately  enter  upon the  Premises  to remedy  said
noncompliance  at  Tenant's  expense.  Landlord  shall use its best  efforts  to
minimize  interference with Tenant's  business,  but shall not be liable for any
interference caused thereby.


                                   ARTICLE IX

                                      TERM

Section 9.1 - Term.

         The Term of this Lease shall  commence on the RCD (see Sections  1.0[e]
and 10.1[b]) and the Term, unless the Lease should be terminated earlier,  shall
expire at midnight on the "Term Expiration Date" or "TED" which shall be January
31, 2008.

Section 9.2 - Commencement Date Agreement.

         At any time following full execution of this Lease, Landlord and Tenant
may, upon the request of either party, execute a supplemental agreement, setting
forth the commencement and expiration dates of the Term of this Lease.

Section 9.3 - Holding Over.

         If, at the  expiration of the Term of this Lease,  Tenant  continues to
occupy the Premises with or without Landlord's consent, its tenancy shall become
month-to-month  terminable by either party on thirty (30) days' written  notice.
Tenant shall be subject to all the  conditions of this Lease  excepting the Term
thereof,  and shall be further  subject to any changes which  Landlord has given
Tenant (including  increases in Rents),  in writing,  during any thirty (30) day
period for the following  thirty (30) day period  provided Tenant shall be given
at least thirty (30) days' notice of any such changes.  Notwithstanding anything
contained herein to the contrary,  nothing contained in this subparagraph  shall
be deemed or construed  to give Tenant the right to hold over.  Tenant shall not
be permitted to hold over if Landlord  gives Tenant notice before the expiration
of the Term of this Lease that Tenant may not hold over.

Section 9.4 - Expiration of the Term of the Lease.

         (a) This Lease shall expire at the end of the Term thereof  without the
necessity of any notice from either  Landlord or Tenant to  terminate  the same,
and subject to Section 9.3 hereof, Tenant hereby waives notice to vacate or quit
the  Premises and agrees that  Landlord  shall be entitled to the benefit of all
provisions under this Lease respecting the summary recovery of possession of the
Premises from Tenant holding over to the same extent as if statutory  notice had
been given.
<PAGE>
         (b) For the period of three (3) months prior to the  expiration  of the
Term, upon reasonable prior notice to Tenant,  Landlord shall have the right and
may show  discreetly the Premises and all parts thereof to  prospective  tenants
during normal business hours.

         (c) Tenant shall  deliver and  surrender to Landlord  possession of the
Premises  upon the  expiration  or earlier  termination  of this Lease,  in good
condition and repair except ordinary wear and tear and casualty loss.

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

Section 9.5 - Mutual Termination Rights

         Notwithstanding  anything to the contrary  contained in this Lease,  in
the event that  Tenant's  Gross  Revenue  for the third  Lease Year is less than
Three  Hundred  Twenty  Dollars  ($320.00) per square foot of Premises GLA, then
either  party  hereto  shall  have the right to  terminate  this Lease by notice
thereof  given to the other  party  within  sixty (60) days after the end of the
third (3rd) Lease Year.  In the event that either party gives such notice,  then
the Term of this Lease shall expire on the  ninetieth  (90th) day after the date
of the notice of termination is given.  Tenant's notice of termination shall not
be  effective  for any  purpose  whatsoever  unless it is  accompanied  by,  and
Landlord  actually receives a good check payable to Landlord in the amount equal
to the  product  obtained by  multiplying  Landlord's  Contribution  pursuant to
Section 6.6 by a fraction,  the denominator of which is 120 and the numerator of
which is the  number of whole  months  which  would have been  remaining  in the
original Term of this Lease after the effective date of the termination.  In any
event,  Tenant  agrees to pay  Landlord  the  foregoing  amount if this Lease is
terminated pursuant to this Section 9.5 by Tenant. In the event that at any time
or times  during the third Lease Year Tenant is  prevented  from  operating  its
business at the Premises due to matters set forth in Section 27.8 of this Lease,
then for purposes of this Section 9.5 only, Tenant's Gross Revenue for such time
or times  during the third  Lease  Year shall be deemed to be equal to  Tenant's
Gross  Revenue  for the  identical  period(s)  during the most recent year as to
which Tenant was not so prevented from operating its business at the Premises.


                                    ARTICLE X

                             RENT COMMENCEMENT DATE

Section 10.1 - Rent Commencement Date.

         (a) As used in this Lease, the term "Rent  Commencement  Date" or "RCD"
shall mean the earlier of the dates specified in Section 1.0(e).

         (b)  Should  the RCD  occur  on a day  other  than the  first  day of a
calendar month,  Tenant shall be liable for rent and/or  Additional  Charges due
for said previous partial month on a prorated basis based upon a thirty (30) day
month.

Section 10.2 - Failure of Delivery of Premises to Tenant.

         In the event  Landlord  fails to deliver  possession of the Premises to
Tenant on or  before  September  17,  1997 for any cause  within  Landlord's  or
outside Tenant's control (except,  however,  Tenant's failure to comply with the
timely plan submission requirements of Section 7.1 or any other cause within the
control  of  Tenant  or  its  agents,  employees,   architects  or  contractors)
including, but not limited to, the holding over of any tenant or tenants, or the
total failure to deliver the Premises, the rent and Additional Charges shall not
commence  until the  earlier to occur of the date Tenant  opens for  business or
seventy-five  (75) days  following  the date that  possession of the Premises is
available to Tenant for the  commencement  of its  leasehold  improvement  work.
Tenant  agrees to accept such  abatement of rent as  liquidated  damages in full
satisfaction  for the  failure  of  Landlord  to deliver  possession  on time or
complete  failure of delivery of  possession,  to the exclusion of all right and
claims  for damage  which  Tenant  otherwise  may have  suffered  as a result of
Landlord's delayed or complete failure of delivery of possession.
<PAGE>
Section 10.3 - Tenant's Failure to be Open by the Outside Date.

         INTENTIONALLY OMITTED

                                   ARTICLE XI

                                     RENTAL

Section 11.1 - Fixed Minimum Rent.

         (a) Tenant  hereby  covenants  and agrees to pay to  Landlord,  without
deduction  or set-off and without  demand,  at Galleria at South Bay,  P.O.  Box
72237, Cleveland, Ohio 44192-0237 or such other place as Landlord may, from time
to time,  designate  in writing,  as Fixed  Minimum Rent for the  Premises,  the
amount(s) set forth in Article I, Section  1.0(f),  said amount(s) to be due and
payable in monthly installments,  in advance, on the first day of each and every
calendar  month.  Tenant agrees at no time to pay the monthly Fixed Minimum Rent
more than one (1) month in advance of its due date.

         (b)  Notwithstanding  anything  in this Lease to the  contrary,  in the
event Tenant fails to pay any rent or additional  charges  within seven (7) days
following the due date of said rent or additional charges, then Tenant shall pay
a late  charge of one and  one-half  percent  (1- 1/2%) per month of the monthly
charges  due  from  the due date of any  installment  of any rent or  additional
charges to the date of payment of such sums.

         (c)  As  used  herein,   the  term  "Occupancy   Requirement"  means  a
requirement  that there be a Major  Tenant open for business in at least two (2)
of the three (3)  buildings  shown on Exhibit  "B" as  Mervyn's,  Nordstrom  and
Robinson's/May,  and that there also be open for business  tenants  occupying at
least  seventy  percent  (70%) of the  Shopping  Center  GLA,  exclusive  of the
buildings  shown on  Exhibit  "B" as  Mervyn's,  Nordstrom  and  Robinson's/May.
Notwithstanding anything to the contrary contained in this Lease, if at any time
during the Term,  for any reason  whatsoever,  there  shall  occur a one hundred
eighty (180) day period with respect to which the  Occupancy  Requirement  shall
not be satisfied,  then from and after the end of said one hundred  eighty (180)
day period, Fixed Minimum Rent shall abate by fifty percent (50%) until the date
upon which the Occupancy Requirement is again satisfied;  provided,  however, in
no event shall the  application of this remedy result in Tenant paying more Rent
to Landlord  than Tenant would have been  required to pay in the absence of this
provision.  In addition, but without limitation of the foregoing, if at any time
during the Term,  for any reason  whatsoever,  there  shall occur a two (2) year
period with respect to which the Occupancy  Requirement  shall not be satisfied,
then Tenant shall have the right to terminate  this Lease  effective  upon sixty
(60) days'  notice to Landlord  which may be given at any time prior to the date
upon which the Occupancy Requirement is again satisfied.




<PAGE>
Such notice,  however,  shall not be effective  unless Tenant  contemporaneously
pays Landlord the sum Tenant is required to pay Landlord pursuant to Section 9.5
using  the  termination  date  pursuant  to  this  Section  11.1  to  make  such
calculation.

Section 11.2 - Percentage Rent.

         In addition to Tenant's Fixed Minimum Rent, Tenant covenants and agrees
to pay to Landlord,  without deduction or set-off, during each Lease Year of the
Term hereof,  as Percentage  Rent in the amount(s)  equal to the  percentage set
forth in Article I, Section 1.0(g), of Gross Revenues during such Lease Year in,
upon and from the Premises in excess of the  applicable  Annual  Breakpoint  set
forth in Article I,  Section  1.0(g).  Notwithstanding  anything to the contrary
contained in this Lease, Tenant shall pay to Landlord as Percentage Rent for the
partial  Lease Year at the end of the Term an amount equal to (a) seven  percent
(7%) of the amount by which the Gross  Revenue for the last twelve (12) calendar
months of the Term exceed the Annual Breakpoint applicable during the final full
Lease Year  multiplied by (b) a fraction the numerator of which is the number of
calendar days in said partial Lease Year and the denominator of which is 365.

         Such Annual  Breakpoints,  as set forth in Article I,  Section  1.0(g),
will be adjusted to correspond to Tenant's  Fixed Minimum Rent, if it is revised
after final determination of the Premises GLA.

Section 11.3 - Payment.

         (a) The Percentage  Rent due for each Lease Year shall be payable by no
later than the twentieth (20th) day of the month immediately following the month
in which Gross Revenue for the Lease Year exceeds the Annual Breakpoint for said
Lease Year, and thereafter any Percentage  Rent due shall be paid monthly on all
additional  Gross  Revenue made during the  remainder  of said Lease Year.  Said
payments of Percentage  Rent shall be made  concurrently  with the submission of
Tenant's  written  statement  of monthly  Gross  Revenue to  Landlord  as herein
provided.

         (b) Upon submission of Tenant's certified statement of Gross Revenue at
the close of each Lease Year, as provided in Section 11.6 herein, adjustments of
amounts due for Percentage Rent shall be made to the respective parties.

         (c)  Notwithstanding  the provision for the payment of Percentage Rent,
Landlord  shall not,  in any event,  be deemed to be a partner or  associate  of
Tenant in the conduct of its business.  The  relationship  of the parties hereto
shall, at all times, be solely that of Landlord and Tenant.

Section 11.4 - Gross Revenue.

         The term "Gross Revenue"  wherever used herein shall be defined to mean
the total  amount  of all sales of  merchandise  and/or  services  and all other
receipts of all  business  conducted  in, at, or from any part of the  Premises,
whether the same be for cash, barter,  credit, check, charge account,  gift, and
merchandise  certificates purchased, or other disposition of value regardless of
collection, in the event of sale upon credit or charge account, and whether made
by Tenant, sub-tenants, concessionaires,  licensees, or assignees of Tenant. The
value of each sale shall be the actual total sales price  charged the  customer,
and  shall  be  reported  in full  in the  month  that  the  transaction  occurs
irrespective of when, or if, payment is received.  Gross Revenue includes orders
or sales which  originate  in, at, or from the  Premises,  (including  catalogue
sales) whether delivery or performance is made from the Premises or from another
place,  and orders and sales of goods and services  delivered and performed from
the  Premises as a result of orders  taken  elsewhere;  orders or sales  mailed,
telephoned,  or telegraphed,  which are received at or filled from the Premises;
all  sales  and  revenue  accruing  by means of  mechanical,  self-operated,  or
automatic  vending  devices on the  Premises.  There  shall be no  deduction  or
exclusion from Gross Revenue except as  specifically  permitted  hereafter.  Any
deposit not refunded shall be included in Gross Revenue.

                                       1
<PAGE>
Section 11.5 - Exclusion from Gross Revenue.

         Notwithstanding  the  foregoing,  "Gross  Revenue" shall not include or
there shall be deducted therefrom as appropriate:

         (a) The  amount  of cash  refunded,  credit  given,  or  discounts  and
allowance granted or exchanges made,  provided that the sale price of said items
was originally included in Gross Revenue.

         (b) The amount of any sales,  use or gross receipts tax, or excise tax,
imposed by any governmental  authority  directly on sales and collected from the
customers, provided the amount of such tax is separately recorded.

         (c) The exchange of  merchandise  between  stores of Tenant,  when such
exchanges are made solely for the operation of Tenant's business and not for the
purpose of consummating a sale which has been made at, in or from the Premises.

         (d)  Merchandise  returned  for  credit or sold to  shippers,  jobbers,
wholesalers or manufacturers.

         (e) Revenue from sale of trade  fixtures  after use in the Premises and
sums or  credits  received  in  settlement  of  claims  for  loss or  damage  to
merchandise.

         (f) Revenue from vending machines for Tenant's employee use only.

          (g) Sales to  employees  at discount not to exceed two percent (2%) of
     Tenant's Gross Revenue for the Lease Year in question;

          (h) Bad debts and/or bad checks  which are  actually  written off as a
bad debt for federal  income tax  purposes not to exceed two percent (2%) of the
Gross Revenue for the Lease Year in question;

          (i) Gift certificates,  or like vouchers,  until such time as the same
     shall have been converted into a sale by redemption or forfeited;

         (j)  Alteration workroom charges and delivery charges;





<PAGE>
                            (k) Receipts from so-called  "layaway"  sales except
as and to the extent actually received by Tenant; and

          (l)  Interest,  service or sales  carrying  charges or other  charges,
however denominated, paid by customers for extension of credit on sales.

Section 11.6 - Reporting.

         (a) Tenant shall submit to Landlord,  on or before the twentieth (20th)
day of each  month of each Lease  Year,  commencing  in the second  month of the
first Lease Year, a written  statement  signed by Tenant showing  Tenant's Gross
Revenue, as herein defined, for the preceding calendar month.

         (b) On or before forty-five (45) days following the close of each Lease
Year,  Tenant shall  furnish to Landlord a statement  certified by an officer of
Tenant  of the  Gross  Revenue  made by  Tenant  from the  Premises  during  the
preceding Lease Year.

         (c) For the purpose of ascertaining  the amount of reportable sales and
revenue and any amounts payable as rent,  Tenant agrees to record each and every
sale at the time of the  transaction on either a cash register  having a sealed,
continuous,  cash register tape with cumulative totals, which numbers,  records,
and duplicates each  transaction  entered into the register,  (in any event such
cash register must have a non-resettable grand total) or on serially prenumbered
sales slips, or with computer  equipment or other generally  accepted device. In
the event Tenant  chooses to record each sale by using a cash  register,  Tenant
agrees that the continuous,  cash register tape will be sealed or locked in such
a manner that it is not accessible to the person operating the cash register. If
Tenant chooses to record each sale on individual sales slips, Tenant agrees that
said  sales  slips  (including  those  canceled,  voided,  or not used)  will be
retained in numerical sequence for the period set forth in Section 11.7 herein.

         (d) If Tenant shall fail to prepare and deliver any  statement of Gross
Revenue required  herein,  upon fifteen (15) days' notice to Tenant and Tenant's
failure to cure within said fifteen (15) day period, Landlord may elect to treat
Tenant's  failure to report as a default of this Lease; or (ii) elect to make an
audit of all books and  records  of Tenant  which in any way  pertain to or show
Gross  Revenues  and to prepare the  statement  or  statements  which Tenant has
failed to prepare and deliver.  The statement or statements so prepared shall be
conclusive on Tenant, and Tenant shall pay on demand all reasonable  expenses of
such audit and of the  preparation of any such statements and all sums as may be
shown by such audit to be due as Percentage Rent.

         (e)  All  statements,  reports  and  audit  results  shall  be  kept in
confidence   by  Landlord   except  in   connection   with  a  sale,   mortgage,
administrative or judicial proceedings.

Section 11.7 - Books and Records.

         (a) Tenant agrees to keep on the Premises,  or at its principal offices
accurate  books  and  records  (as more  specifically  identified  below) of all
business  conducted  at the  Premises  in  accordance  with  generally  accepted
accounting  practices  consistently  applied, and said records shall be open and
available  for  examination  at  all  reasonable  times  during  the  applicable
Retention  Period  to  Landlord,  but not more  than  twice  per  Lease  Year or
Landlord's representatives,  upon reasonable notice to Tenant for the purpose of
ascertaining  or verifying the Gross  Revenue.  All records shall be retained by
Tenant for  examination  by  Landlord  for a period of at least  three (3) years
following the end of the Lease Year for which said records apply (the "Retention
Period").

         (b) Tenant further agrees that for the purposes  hereinbefore  recited,
Tenant will  prepare,  preserve and  maintain,  each Lease Year such  documents,
books,  accounts and records as a Certified  Public  Accountant  would  normally
required to comply with GAAP and for the preparation of a certified statement of
Gross Revenue without exceptions.

                                       2
<PAGE>
         (c) If upon  inspection or examination of Tenant's  available books and
records of account,  Landlord  determines  that  Tenant has failed to  maintain,
preserve, or retain the above-recited  documents,  books, and records of account
in the manner detailed herein, Landlord will give Tenant sixty (60) days to cure
said  deficiencies.  Further,  if Tenant is found to be deficient in maintaining
any of the above reflected documents,  books or records of account,  Tenant will
reimburse  Landlord for reasonable  expenses incurred by Landlord in determining
said deficiencies,  including, but not limited to, any audit or examination fees
incurred by Landlord.

                  If after receiving the aforesaid  notice,  and upon expiration
of the sixty (60) day time period  specified  herein,  Tenant  fails to cure the
noted deficiencies,  Landlord may, at his option, either grant Tenant additional
time to cure the  deficiencies,  hold  Tenant in  default  of the  Lease,  or at
Tenant's expense, and for his benefit,  retain a good and reputable  independent
accounting  or  bookkeeping  firm to  prepare  and  maintain  the  above-recited
documents,  books and records of accounts. If Landlord elects the latter option,
Tenant agrees and covenants that the  representative or  representatives of said
accounting or  bookkeeping  firm will have full right of entry and access to the
Premises and existing financial records, and full cooperation by Tenant, for the
purpose of  establishing  and  maintaining  the documents,  records and books of
account recited hereinabove. Any expenses incurred by Landlord in furtherance of
his rights hereunder will be considered additional rent for the Premises due and
payable by Tenant with the next due installment of rent and Additional  Charges.
Notwithstanding  anything to the contrary  contained in this Lease,  upon twenty
(20) days notice to Tenant,  Landlord  may from time to time,  but not more than
twice in any Lease Year, during the applicable Retention Period, with or without
cause, conduct an audit of Tenant's books and records relating to Gross Revenue.
The cost of such audit  shall,  subject  to the  provisions  of Section  11.7(d)
below, be paid by Landlord.

         (d) In the event an examination of the records of Tenant to verify said
Gross Revenue shall disclose a deficiency in excess of three percent (3%) of the
Gross Revenue reported for any Lease Year and additional  Percentage Rent is due
Landlord on account of such deficiency, (1) Tenant agrees to pay to Landlord the
reasonable costs and expenses of such Audit; (2) any additional  Percentage Rent
found due and  owing as a result  of said  Audit  shall be  immediately  paid by
Tenant  to  Landlord  upon  demand.   If  an  examination  by  Landlord  or  its
representative discloses that Tenant has overreported Gross Revenue and that, as
a result of the  overreporting  Tenant has overpaid  Percentage  Rent,  Landlord
shall  give  Tenant  credit  against  the  next  due  installments  of rent  and
Additional  Charges due and owing by Tenant for the  overpaid  Percentage  Rent,
with a refund at the end of the Term.






<PAGE>
                                   ARTICLE XII

                               ADDITIONAL CHARGES

Section 12.1 - Status of Charges.

         In addition to all rentals provided for by this Lease, Tenant agrees to
pay to Landlord as hereinafter provided,  the Additional Charges as described in
this  Article for the  purposes  as  hereinafter  set forth and such  Additional
Charges  shall be  subject  to all  provisions  of this  Lease  and of law as to
default in the payment of rent.  Tenant's  obligation to pay Additional  Charges
shall survive the expiration or earlier termination of this Lease.

Section 12.2 - Common Area Maintenance Charges.

         (a) The term "Common Area Maintenance  ('CAM') Cost" means the total of
all  items  of cost  related  to  maintaining,  managing,  operating,  policing,
securing,  repairing,  replacing,  and protecting the Common Area, including but
not limited to: all cost of maintaining  and painting  facilities,  fixtures and
improvements,  including  but not  limited  to,  parking  decks  or  structures,
cleaning,  removal of trash, dirt and debris, snow and ice removal, sweeping and
janitorial  services;  all such  maintenance and  construction  work as shall be
required to preserve and maintain the utility and appearance of the Common Area;
lighting of outdoor areas, mall and service corridors;  maintenance,  repair and
replacement of roof/roofs, and sprinkler systems; cost of plantings, landscaping
and mall amenities,  interior and exterior  landscaping and supplies  incidental
thereto to include all seasonal and similar decorations;  Landlord's cost of all
utilities utilized in connection therewith; costs of maintenance,  repair of and
Landlord's Utility Cost (excluding  equipment  depreciation or rentalization) of
all  utilities  used in  connection  with  Landlord's  HVAC system  which heats,
ventilates and air conditions the Enclosed  Mall;  directional  signs,  shopping
center signs, bumpers and other markers;  maintenance and repair of any security
systems,  fire  protection  systems,  lighting  and utility  systems,  and storm
drainage systems;  maintenance,  repair and replacement of disposal plants, lift
stations, and retention ponds or basins; costs and expenses of payroll,  payroll
taxes and  employee  benefits of all  on-site  management  personnel,  including
without limitation  managers,  security and maintenance people,  secretaries and
bookkeepers;  costs  and  expenses  of  operating,  maintaining,  repairing  and
replacing  machinery and equipment used in the operation and  maintenance of the
Common Areas,  and the personal  property  taxes and other  charges  incurred in
connection  with such machinery and equipment;  costs and expenses of purchasing
and  maintaining  in  full  force  insurance  (including,   without  limitation,
liability  insurance  for  personal  injury,  death and  property  damage,  rent
insurance, insurance against fire, extended coverage, theft or other casualties,
all risk, difference in conditions,  sprinkler,  malicious mischief,  vandalism,
earthquake,  flood, worker's compensation insurance covering personnel, fidelity
bonds for personnel,  insurance  against  liability for defamation and claims of
false arrest occurring on or about the Common Areas, and plate glass insurance),
management fees;  costs and expense of  policing/security,  including  uniforms,
equipment and all supplies;  cost of  installation of any cost saving devices or
equipment;  all costs relating to separate employee parking areas, including but
not limited to the cost of any  shuttle  services  Landlord  may provide and the
cost  of  transportation  services,  depreciation  of  equipment  and  equipment
buildings used in operating,  maintaining  and replacing the Common Areas and/or
rent paid for the leasing of any such  equipment or buildings;  cost and expense
for the  rental of music  program  service  and  loudspeaker  systems  including
furnishing  electricity;  services furnished by Landlord for nonexclusive use of
all tenants on a non-profit basis including parcel pick up and delivery services
and shuttle bus service;  the cost of pest extermination;  and an administration
cost in an amount  not more than  fifteen  percent  (15%) of the total  cost and
expense  of all the  foregoing.  Contributions  toward  CAM Costs  paid by Major
Tenants shall be deducted from CAM Costs before Tenant's  Proportionate Share is
calculated.  Notwithstanding  anything to the contrary  contained in this Lease,
Tenant  shall have the right,  at its expense and upon  notice to  Landlord,  to
inspect  and/or  audit  Landlord's  books and  records  in  connection  with the
expenses  payable by Tenant under this Lease. Any underbilling or overbilling by
Landlord  which is  discovered  by Tenant  pursuant to such  inspection or audit
shall be promptly  adjusted  between the parties.  Such inspection  and/or audit
shall be accomplished in accordance with the following:

                                       3
<PAGE>
         1. Such  inspection  and/or audit shall take place  within  twenty (20)
days after  Landlord's  receipt of  Tenant's  notice  requesting  same at a time
mutually agreed upon by Tenant at Landlord's principal place of business;

         2. No such audit and/or  inspection  shall take place during the period
from January 1st through April 30th;

         3. Such  inspection  and/or  audit shall be only with  respect to those
items  specifically  requested  to be  inspected  and/or  audited  by  Tenant in
Tenant's notice requesting same;

          4. No more than one (1) such inspection  and/or audit shall take place
     during any calendar year;

         5. Tenant shall keep the results of all such  inspections  and/or audit
in the strictest  confidence except as required for Tenant's business  purposes,
and in no event shall such information be disclosed to any other small tenant of
the Shopping Center; and

         6. No Lease Year,  calendar year or fiscal year,  may be audited and/or
inspected  later  than 730 days  after  the end of the  applicable  Lease  Year,
calendar year or fiscal year, as the case may be.

         (b) Tenant's  Proportionate Share (as defined in Section 1.1[g]) of the
CAM Costs shall be paid by Tenant to Landlord in equal monthly installments,  in
advance,  on the first day of each calendar  month during the Term of this Lease
in an amount equal to one twelfth  (1/12th) of Tenant's  Proportionate  Share of
the CAM Costs as estimated by Landlord for the calendar year. The amount due for
any partial calendar year shall be prorated accordingly.

     (c)  Within a  reasonable  time  after the end of  Landlord's  fiscal  year
(January 1 - December 31) Landlord shall furnish Tenant with a written statement
in  reasonable  detail of the  actual  CAM Costs and the  amount  and  manner of
calculation  of Tenant's  Proportionate  Share thereof for the preceding  fiscal
year. If the actual CAM Costs exceed the aggregate of Tenant's monthly payments,
Tenant shall pay to Landlord any  deficiency  due within  thirty (30) days after
receipt  of said  statement  by  Tenant.  Any  surplus  paid by Tenant  shall be
credited against the next ensuing installment of Tenant's Proportionate Share of
the CAM Costs,  unless the amount of such surplus exceeds the amount of the next
ensuing monthly  installment of Tenant's  estimated share of CAM Costs, in which
event  Landlord  shall  refund such excess to Tenant  within ten (10) days after
demand. Notwithstanding anything to the contrary contained in this Lease, Tenant
shall not be required to pay its share of any costs which (i) are  reimbursed to
Landlord  from  insurance  proceeds or  warranties  or another  person or entity
responsible  therefor,  (ii)  are  typically  treated  as  capital  expenditures
pursuant to generally  accepted  shopping center accounting  principles,  except
that a single capital expenditure of Two Hundred Thousand Dollars  ($200,000.00)
or less may be included in full in CAM Costs for the fiscal  year  incurred  and
except  that  capital  expenditures  in excess of Two Hundred  Thousand  Dollars
($200,000.00) shall be amortized over not less than seven (7) years and only the
amortized  amount  each  year  shall be  included  in CAM  Costs for the year in
question;  (iii) relate to  abatement or removal of or other action  relating to
Hazardous Materials,  except that simple cleanup costs of spills may be included
up to Ten Thousand Dollars ($10,000.00) per spill; (iv) relate to rentalization,
amortization  or  depreciation  of the Central  HVAC System  Equipment,  (v) are
incurred by Landlord  pursuant  to Article  XXII or XXIII of this Lease,  and/or
(vi)  except  for the  general  heating  and air  conditioning  thereof,  relate
specifically to a so-called  "food court",  or similar area,  including  without
limitation  any  seating or patio area used in  connection  therewith.  Further,
Tenant shall not be required to pay both  depreciation  and replacement cost for
the same item.

Section 12.3 - Real Estate Taxes.

         (a) (i) The term "real  estate  taxes"  shall  mean all taxes,  in-lieu
fees, possessory interest taxes,  assessments,  charges,  levies, fees and other
governmental charges,  general and special,  ordinary and extraordinary,  of any
kind and nature  whatsoever,  including,  but not  limited to,  assessments  for
off-site public improvements for the benefit of the Shopping Center, which shall
be laid,  assessed,  levied,  or imposed  upon the  Shopping  Center or any part
thereof and which are payable at any time during the Term hereof,  and all gross
receipts taxes,  rent taxes,  and occupancy taxes, and shall include any and all
costs  reasonably  incurred by Landlord in contesting or  negotiating  the taxes
with any governmental authority,  excepting only franchise, estate, inheritance,
succession,  capital levy,  transfer,  business  license,  net income and excess
profits taxes imposed upon Landlord.

                                       4
<PAGE>
                  (ii)  The  Premises,   its  leasehold   improvements  and  the
underlying  realty will not be separately  assessed for tax purposes but instead
will be assessed as part of a larger parcel or parcels of land and  improvements
comprising  the  Shopping  Center.   Accordingly,   Tenant  agrees  to  pay  its
Proportionate Share of said real estate taxes as set forth in Section 1.1(g). To
the  extent  that the  Shopping  Center  consists  of more than one tax  parcel,
including but not limited to,  separate tax parcels for one or more of the Major
Tenants, the following shall apply:

     (x)  Landlord  shall  have  the  right  and  option  to  compute   Tenant's
Proportionate  Share of real  estate  taxes  based on the  building  area of the
particular tax parcel on which the Premises is located.

     (y) In the event that a separate  real  estate tax bill is  rendered by the
taxing authority with respect to the building,  land and  improvements  owned or
leased by a Major  Tenant,  then real  estate  taxes  shall be deemed to exclude
taxes and  assessments  attributable  to such Major Tenant and the floor area of
such Major Tenant shall be correspondingly  excluded from the denominator of the
Proportionate Share fraction.

     (z) In the event that a Major Tenant's building,  land and improvements are
separately  assessed  for real estate tax  purposes  but no separate tax bill is
rendered with respect to such Major Tenant or in the event that a Major Tenant's
building,  land and improvements are not separately assessed for real estate tax
purposes but are included as part of other  building,  land and  improvements in
the  Shopping  Center,  to  the  extent,  if  any,  that  such  Major  Tenant(s)
contributes  towards the real estate taxes  attributable to the Shopping Center,
then real  estate  taxes will be  reduced  by the  amount of such  Major  Tenant
contributions  and the floor area of such  contributing  Major  Tenant  shall be
excluded from the denominator of the Proportionate Share fraction.

             (iii) The  rentals to be paid  under  this  Lease  shall be paid to
Landlord without deduction for taxes of any nature whatsoever. The amount of any
tax or excise  payable by, or assessed  against  Tenant  shall be paid by Tenant
directly to the tax collecting  authority before it is due.  Landlord and Tenant
recognize and acknowledge that there may be changes in the current real property
tax  system  and that  there may be  imposed  new  forms of taxes,  assessments,
charges,  levies or fees, or there may be an increase in certain existing taxes,
assessments, charges, levies or fees placed on, or levied in connection with the
ownership,  leasing,  occupancy  or  operation  of the  Shopping  Center  or the
Premises. All such new or increased taxes,  assessments,  charges levies or fees
which are imposed or  increased  as a result of or arising out of any changes in
the  structure of the real  property tax system or any  limitations  on the real
property taxes which can be assessed on real property including, but not limited
to, any and all taxes, assessments, charges, levies and fees assessed or imposed
due to the  existence  of this  Lease  (including  any  surcharge  on the income
directly  derived by Landlord  therefrom) or for the purpose of funding  special
assessment  districts of the type funded by real property  taxes,  shall also be
included within the meaning of "real estate taxes".  With respect to any general
or special  assessment  which may be levied  against or upon the Premises or the
Shopping  Center  and which  under the laws  then in force may be  evidenced  by
improvement or other bonds, or may be paid in periodic installments, there shall
be  included  within the  meaning of "real  estate  taxes"  with  respect to any
calendar year only the amount  currently  payable on such bond for such calendar
year, or the periodic installment for such calendar year.

         (b) Tenant's  Proportionate Share of real estate taxes shall be paid by
Tenant  to  Landlord  in equal  monthly  installments  on the  first day of each
calendar month during the Term of this Lease,  in an amount equal to one-twelfth
(1/12) of Tenant's Proportionate Share of said real estate taxes as estimated by
Landlord for the calendar  year.  The amount due for any partial  calendar  year
shall be prorated accordingly.

                                       5
<PAGE>
         (c) Within a reasonable time after the end of each tax period for which
an actual tax bill is available  ("Tax  Period"),  Landlord shall furnish Tenant
with a copy of the  actual  real  estate  tax bills and a written  statement  in
reasonable detail showing the actual amount of said real estate taxes applicable
to the Shopping Center and of the manner of calculating  Tenant's  Proportionate
Share thereof for the  appropriate Tax Period  ("Actual  Taxes").  If the Actual
Taxes for such Tax Period exceed the aggregate of Tenant's monthly payments with
respect thereto, Tenant shall pay to Landlord any deficiency due Landlord within
thirty  (30) days  after  receipt  of said  statement  by  Tenant.  If  Tenant's
aggregate  monthly  payments exceed the Actual Taxes, any surplus paid by Tenant
shall be refunded or credited  against the next ensuing monthly  installments of
Landlord's  estimate of Tenant's  Proportionate Share of such real estate taxes.
The obligations of Landlord and Tenant to make the foregoing  adjustments  shall
survive the expiration or earlier termination of this Lease.

Section 12.4 - Initial Opening Advertisement.

         (a)  Initial Opening Advertisement.  INTENTIONALLY OMITTED

         (b)  Renovation/Expansion Assessment.  INTENTIONALLY OMITTED

Section 12.5 - Marketing Fund.

     (a) During the Term hereof,  Landlord shall maintain a Marketing Fund which
shall be used by  Landlord  to pay all costs and  expenses  associated  with the
formulation  and  carrying  out of an ongoing  program for the  promotion of the
Shopping Center, which program may include, without limitation,  special events,
shows, displays,  signs, marquees,  decor, seasonal events,  advertising for the
Shopping Center, promotional literature to be distributed within and outside the
Shopping Center area and other activities within the Shopping Center designed to
attract customers.

     (b) In addition, Landlord may use the Marketing Fund to defray the costs of
administration of the Marketing Fund, including,  without limitation, the salary
of  a  marketing  director  and  related  administrative   personnel,  rent  and
insurance.

     (c)  Commencing  on  the  RCD,  Tenant  shall  make a  contribution  to the
Marketing Fund in the amount set forth in Article I, Section 1.0(k), hereinafter
referred to as "Tenant's Marketing Fund  Contribution".  Tenant's Marketing Fund
Contribution shall be paid by Tenant in equal monthly installments,  in advance,
without  deduction  or set-off,  on the first day of each  calendar  month.  The
amount due for all partial calendar years shall be prorated accordingly.

     (d) At the end of each calendar year or part  thereof,  Tenant's  Marketing
Fund  Contribution  then payable shall be adjusted by a percentage  equal to the
lesser of five percent (5%) or the percentage increase in the U.S. Department of
Labor Bureau of Labor Statistics, Consumers Price Index for all Urban Consumers,
Los  Angeles - Anaheim  -  Riverside  Average  (1982-84=100)  ("CPI-U")  for the
preceding calendar year or part thereof.

     If during the term of this Lease, the  U.S.Department  of Labor,  Bureau of
Labor Statistics,  ceases to publish a CPI, such other index or standard as will
most  nearly  accomplish  the aim and purpose of said CPI and the use thereof of
the parties hereto,  shall be selected by Landlord in its reasonable  discretion
in determining the amount of any such adjustment.

         (e)  INTENTIONALLY OMITTED

Section 12.6 - Media Fund.

         INTENTIONALLY OMITTED




<PAGE>
                                  ARTICLE XIII

                                  The Premises

                                UTILITY SERVICES


Section 13.1 - Water, Sanitary Sewer, Gas, Telephone and Electricity Service.

         (a) Water and Sewer Service.  Landlord shall make available electrical,
water and sewer  service,  and Tenant  agrees to purchase the same from Landlord
and pay Landlord for such services as additional  rent, on the first day of each
month in advance (and  prorated for partial  months)  commencing  on the RCD, as
herein  defined.  Water  service  shall be billed  monthly  based on  submetered
readings, adjusted quarterly. Tenant's cost shall not exceed that which would be
charged to Tenant from time to time by the utility company which otherwise would
furnish  such water and sewer  services  to the  Premises  if it  provided  such
services and metered the same directly to the Premises.

         (b) Telephone  Service.  Landlord will provide and/or make available to
the  Premises the  facilities  necessary  to enable  Tenant to obtain  telephone
service for the Premises.  Tenant shall arrange for telephone  service  directly
with the appropriate  company  supplying same to the Shopping Center at Tenant's
sole cost and  expense  and  shall  pay all  charges  therefor  directly  to the
providing company.

         (c) Gas Service.  To the extent such  service may be necessary  for the
conduct of Tenant's business in the Premises,  and to the further extent that it
is feasible to run such service from the nearest  available gas service point to
the  Premises,  Tenant shall  arrange,  at Tenant's  sole cost and expense,  but
subject to Landlord's  prior approval for gas service  including but not limited
to any piping from such service  point and metering  related  thereto,  directly
with the utility company supplying same to the Shopping Center and shall pay all
charges therefor directly to the providing utility.

         (d) Electricity Service. Landlord shall have the option, exercisable by
Landlord  in its sole  discretion  to arrange  with the local  electric  utility
company  to  furnish  and  supply  Tenant's  "base  load"  (lights,  appliances,
equipment  plugs)  electricity  service  requirements  directly  to  Tenant on a
direct-metered  basis;  or to furnish and supply to Tenant for Tenant's use such
base load electricity  service as may be reasonably  necessary for the operation
of Tenant's business (hereinafter referred to as "Base Load Energy Use"). In the
event that Landlord shall elect to supply base load  electricity  service to the
Premises,  Tenant shall pay Landlord an "Annual Energy Charge" for Tenant's base
load  electrical  service  which shall be  determined,  paid and adjusted in the
following manner:

                  (1) Initial  Determination  - Tenant shall select a consultant
("Consultant")  to provide  Landlord  with an initial  load  summary of Tenant's
anticipated Base Load Energy Use ("Initial Load Summary").  Consultant's Initial
Load  Summary  shall  be  based  on such  information  which  may be  reasonably
necessary including without limitation:  (i) the electrical systems set forth in
Tenant's  final  plans and  specifications  for its  leasehold  improvements  as
approved by Landlord;  and (ii) specifications for all electrical  equipment and
appliances to be operated in the Premises.  Tenant  covenants and agrees that at
all times its use of  electric  current  shall not  exceed the  capacity  of the
feeder to the Premises and the wire installations therein.  Tenant shall make no
alterations  or additions to the  electrical  installations  within the Premises
without the prior written  consent of Landlord in each instance.  Landlord shall
prepare an energy estimate ("Energy  Estimate") of Tenant's Base Load Energy Use
based on Consultant's  Initial Load Summary and Landlord's  reasonable estimates
of the usage of  Tenant's  equipment  and  appliances  to be  operated by Tenant
during  Tenant's  operating  hours pursuant to this Lease  ("Tenant's  Operating
Hours").  Landlord  shall  determine  Tenant's  "Annual  Energy Charge" from its
Energy Estimate.

                                       6
<PAGE>
                  (2) Billing and Payment - Tenant's  Annual Energy Charge shall
be  deemed  and  billed  to  Tenant  as  part  of  rent  in  twelve  (12)  equal
installments, each of which shall be due and payable in advance on or before the
first day of each month.  Except in the event of  interruption  in service,  and
except as otherwise provided in the Lease, in no event shall Tenant's obligation
to pay its  Annual  Energy  Charge  abate,  nor shall  Tenant  have any right of
off-set or  counterclaim  against the payment of its Annual Energy Charge except
for those  adjustments to which Tenant may be entitled as hereinafter  provided.
The electric rate portion of Tenant's  Annual Energy Charge shall not exceed the
"Comparable Service Rate" as hereinafter described in subsection (e).

                  (3)  Annual and Periodic Adjustments.

     (i) Annual - Not later than sixty (60) days after the end of each  calendar
year, Landlord shall compute the ------  adjustments,  if any, for Tenant's Base
Load Energy Use during the preceding  calendar year. Such  adjustments  shall be
based upon factors  which may have caused  Tenant's  Base Load Energy Use or the
costs  thereof  to vary  from  Landlord's  Energy  Estimate,  including  without
limitation: any change in rates charged by the local utility company during such
year; new taxes or any increase in existing taxes on electrical service by state
or local  governments;  any  permitted  change in the use of the Premises  which
affects its Base Load Energy Use;  and any  adjustments  required as a result of
Tenant's actual operating  experience or seasonal  requirements  during Tenant's
Operating  Hours.  The amount of such adjustment shall be added to or subtracted
from, as the case may be, Tenant's next succeeding  monthly payments of Tenant's
Annual Energy Charge.  Landlord shall estimate Tenant's Annual Energy Charge for
each succeeding  twelve (12) month period based on Tenant's Base Load Energy Use
for the prior year.

                       (ii) Periodic.

     (x) Landlord's  Energy Survey - Each party reserves the right,  at any time
during the Term of this Lease,  ------------------------  upon reasonable  prior
notice to the other, to make an energy survey ("Energy  Survey") of the Premises
during Tenant's  Operating Hours to determine whether or not the installation of
electricity-consuming  equipment by Tenant varies from Consultant's Initial Load
Summary and/or Tenant's approved plans and  specifications.  In the event of any
such  variance,  the Annual Energy Charge based on  Landlord's  Energy  Estimate
shall be re-computed and adjusted retroactively to the later of (i) one (1) year
prior to the date of the Energy Survey or (ii) the date Landlord began providing
electricity  to Tenant,  to reflect the  difference  between  Landlord's  Energy
Estimate  and its  revised  Energy  Estimate  based on the  Energy  Survey.  Any
resulting adjustments shall be added to, or subtracted from, as the case may be,
Tenant's next succeeding monthly payment of its Annual Energy Charge.





<PAGE>
     (y)  Check-Metering  - Either  Landlord  or Tenant  shall have the right to
monitor  Tenant's  actual  Base Load  Energy Use by  installing  meters  ("check
meters")  which comply with the  standards  for such use set forth in the latest
edition of the American Standard Code for Electricity  Metering,  ANSI C-12. The
party desiring such  monitoring  shall provide written notice to the other party
prior to the installation of the check meter. The check meter shall be installed
in the meter base located  within the Premises.  Tenant agrees to make the check
meter accessible to Landlord during Tenant's  Operating Hours for inspection and
reading.  Check  meter  readings  shall be taken  over a  representative  period
determined  by Landlord  which  shall not be less than thirty (30) days.  If the
check meter readings  disclose that Tenant's actual Base Load Energy Use differs
from Landlord's  Energy  Estimate or Energy Survey,  then Tenant's Annual Energy
Charge for the next and subsequent  monthly periods shall be adjusted to reflect
the check meter  readings.  In addition,  Tenant's Annual Energy Charge shall be
adjusted  retroactively  to the  later of (i) one (1) year  prior to the date of
installation  of the check  meter,  or (ii) the date  Landlord  began  providing
electricity to Tenant, to reflect the difference between the Energy Estimate for
such period and  Tenant's  Base Load Energy Use as  disclosed by the check meter
readings.  Any adjustments shall be added to or subtracted from, as the case may
be, Tenant's next succeeding monthly payment of its Annual Energy Charge.

         (e)  Landlord's  Utility Cost,  as used herein,  shall mean that in the
event that any  utility  service is  supplied  directly to Landlord by a utility
company  and/or such  service is  redistributed  or  sub-metered  by Landlord to
Tenant,  "Landlord's  Utility  Cost"  shall not be less than that cost  actually
incurred by Landlord for the handling, distribution,  redistribution and billing
of such service (including but not limited to any fuel adjustments and all taxes
applicable to Landlord's  utility  service nor shall the utility rate portion of
Landlord's  Utility Cost be in excess of the consumer rate ("Comparable  Service
Rate")  chargeable  by the utility  company  and  "applicable"  (as  hereinafter
defined) to a shopping center  commercial  customer of similar size and location
as Tenant in the prevailing  service area on a separately metered basis. As used
herein, however, such Comparable Service Rate would be deemed to be "applicable"
to Tenant only to the extent that Tenant  qualifies  for such  directly  metered
Comparable  Service Rate  "as-is"  without the  necessity of either  Landlord or
Tenant incurring  additional  expense in the furnishing  and/or  installation of
additional  facilities,  wiring or  equipment  in order to make such  Comparable
Service Rate available to Tenant.

     Section   13.2  -   Central   and   Premises   Heating,   Ventilating   and
Air-conditioning Systems.

         (a) Central HVAC and Premises  HVAC System:  Landlord has furnished and
installed a central heating,  ventilating and air conditioning  system ("Central
HVAC  System")  and shall  operate and maintain the same during the Term of this
Lease.  Tenant  shall be required to furnish and install its own  equipment  and
facilities  for  heating,   ventilating,   and  air  conditioning  the  Premises
("Premises  HVAC  System") and shall  operate and maintain a portion of the same
during the Term of this  Lease.  Such  system  shall  belong to  Landlord at the
expiration or earlier  termination of this Lease. The Premises HVAC System shall
include,  but is not necessarily limited to, the Variable Air Volume ("VAV") box
provided by Landlord at Tenant's  expense,  all ductwork,  piping,  thermostatic
controls and all HVAC system electric  wiring within the Premises,  which are to
be connected at the VAV box to Landlord's Central HVAC System.
There shall be no charge for the existing VAV box(es).

         (b) Tenant agrees to operate its Premises  HVAC System during  Tenant's
Operating  Hours and to balance the  operation  of its  Premises  HVAC System in
conjunction  with  the  operation  of the  Central  HVAC  System  servicing  the
"Shopping Center GLA" as hereinafter defined.

         (c) Central HVAC System  Equipment  Rentalization.  In each Lease Year,
Tenant  agrees to pay Landlord  annually,  as  additional  rental in twelve (12)
equal monthly  installments,  together with Fixed Minimum Rent),  an amount (the
"Central HVAC System Equipment  Rentalization")  equal to One and 02/100 Dollars
($1.02) multiplied by the Premises GLA.

                                       7
<PAGE>
         (d)  Maintenance.  Landlord  agrees to maintain and repair,  subject to
contributions  by other tenants  serviced by the Central HVAC System,  all other
portions of the Central HVAC System and that portion of the Premises HVAC System
including the VAV control box  thermostat  and the ductwork  connecting  the VAV
control box outward to the Central HVAC System  ("Landlord's HVAC Maintenance").
Tenant shall be responsible for maintaining,  at its sole expense,  all portions
of the Premises HVAC System,  including but not necessarily  limited to, the VAV
control box and all ductwork, piping and wiring, from the VAV control box inward
throughout the interior of the Premises. Tenant agrees to pay on a monthly basis
its pro rata share of Landlord's HVAC Maintenance costs (including labor, parts,
materials and overhead but excluding Central HVAC System Equipment Rentalization
or  depreciation).  Tenant's pro rata share of Landlord's HVAC Maintenance costs
shall be  computed  by  dividing  said costs by the gross  leasable  area of the
Shopping Center ("Shopping  Center GLA") and multiplying the resultant  quotient
by the Premises GLA.

         (e) Energy Charge. In each calendar month of each calendar year, Tenant
shall  pay to  Landlord,  as  additional  rental,  its  proportionate  share  of
Landlord's  Utility Cost incurred in heating,  ventilating and  air-conditioning
the  Premises  ("Tenant's  HVAC Energy  Charge")  which shall be  determined  as
follows:

                  (i) Upon the  submission  by Tenant to  Landlord  of  Tenant's
plans and specifications, Landlord's consulting engineer for ventilation and air
conditioning shall assign to Tenant a "HVAC Factor" which shall fairly represent
the relationship between (1) the mechanical capacity of the equipment and system
which is required to heat, ventilate and air condition the Premises, and (2) the
total mechanical capacity of the Central HVAC System;

                  (ii)  In  each  month,   Landlord's   Utility  Cost  which  is
attributable to the heating,  ventilating  and air  conditioning of the Shopping
Center GLA shall be  multiplied  by a fraction,  the numerator of which shall be
Tenant's HVAC Factor and the denominator of which shall be the total of all HVAC
Factors  assigned to the Shopping Center GLA. The product thus obtained shall be
Tenant's HVAC Energy Charge for such month; and

                  (iii)  Tenant's  HVAC Energy  Charge for each  calendar  month
shall be paid by Tenant in such amounts as are estimated and billed by Landlord,
each such charge being estimated and billed as of the first day of each calendar
month.  Within  sixty  (60) days after the  expiration  of each  calendar  year,
Landlord  will provide to Tenant a breakdown of how Tenant's  HVAC Energy Charge
was  computed  based  upon   Landlord's   Utility  Cost  incurred  for  heating,
ventilating and air conditioning the Shopping Center GLA for such calendar year.
Landlord  covenants  and agrees  that the  aggregate  of all Tenant  HVAC Energy
Charges paid or payable by all tenants  occupying  the Shopping  Center GLA with
respect to such calendar year, as adjusted,  will not exceed Landlord's  Utility
Cost incurred for such heating, ventilating and air conditioning of the Shopping
Center GLA.





<PAGE>
                  (iv)  Tenant's  HVAC Energy Charge paid for such calendar year
shall be adjusted between Landlord and Tenant,  the parties hereby agreeing that
Tenant  shall pay Landlord or Landlord  shall credit to Tenant's  account (or if
such  adjustment  is at the end of the  Term  pay  Tenant,  as the case may be),
within thirty (30) days of such certification to Tenant, the amount necessary to
effect such adjustment.  Failure of Landlord to provide the certification called
for hereunder  within the time prescribed  above shall not relieve Tenant of its
obligations  hereunder.  Notwithstanding  anything to the contrary  contained in
this Lease,  Landlord  warrants  that the Central  HVAC System shall comply with
Exhibit "SBG1.0".

Section 13.3 - Discontinuance of Service.

         Landlord  reserves the right with thirty (30) days prior written notice
to Tenant  to cut off and  discontinue  water,  electricity,  air  conditioning,
heating,  ventilating, and any or all other service without liability to Tenant,
whenever  and  during any period in which  bills for the same  remain  unpaid by
Tenant.  Any such action by  Landlord  shall not be  construed  by Tenant or any
other party  interpreting this Lease as an eviction or disturbance of possession
of Tenant or an election by Landlord to terminate  this Lease on account of such
nonpayment. If such service is discontinued or disconnected by Landlord pursuant
to this Section, any reconnection of such service shall be at Tenant's sole cost
and expense.

Section 13.4 - Interruption of Service.

         Landlord  shall not be liable to Tenant in damages or  otherwise if any
one or more of said utility services or obligations  hereunder is interrupted or
terminated  because  of  necessary  repairs,  installations,   construction  and
expansion,  non-payment  of utility  charges  due from  Tenant,  or by reason of
governmental regulation, statute, ordinance, restriction or decree, or any other
cause beyond Landlord's  reasonable control. No such interruption or termination
of utility service shall relieve Tenant from any of its  obligations  under this
Lease.  Notwithstanding anything to the contrary contained in this Lease, in the
event  of any  interruption  in any  utility  service  due to any  cause  within
Landlord's reasonable control, which interruption renders the Premises wholly or
partially  untenantable for more than twenty-four (24) consecutive hours for the
reasonable  operation of Tenant's business therein, all Rents shall abate during
such period of untenantability in proportion to the degree to which Tenant's use
of the Premises is so impaired.

Section 13.5 - Premises Sprinkler System.

         Landlord shall provide and install or has provided and installed within
the Premises a sprinkler system ("Premises  Sprinkler System") and shall operate
and maintain  the same during the Term of this Lease.  In each Lease Year Tenant
agrees to pay  Landlord  annually,  as  additional  rental (in twelve (12) equal
monthly installments together with Fixed Minimum Rent), an amount (the "Premises
Sprinkler  System  Rentalization")  equal to thirty cents ($.30)  multiplied  by
Premises GLA.


                                   ARTICLE XIV

                                      SIGNS

Section 14.1 - Tenant's Obligation.

         Tenant shall erect only such signs as have been approved by Landlord in
accordance  with  Exhibit   "SBG1.0"  and   requirements  of  all   governmental
authorities,  and said signs shall be  maintained  in good  condition by Tenant.
Landlord's approval shall not be unreasonably withheld,  delayed or conditioned.
Tenant shall  obtain all permits and licenses for its sign(s).  Tenant shall not
exhibit or affix any other type of sign, decal,  advertisement,  notice or other
writing, awning, antenna or other projection to the roof or the outside walls or
windows  of the  Premises  or the  building  of which the  Premises  are a part,
without Landlord's approval,  which shall not be unreasonably withheld,  delayed
or  conditioned.  No movable  displays or sales  fixtures will be allowed in the
Design Control Area (as defined in Exhibit  "SBG1.0")  except behind the display
windows or store closure.

                                       8
<PAGE>
Section 14.2 - Interior Signs and Advertising.

         Tenant further  agrees that no advertising  material of any kind except
temporary  price tags related to  merchandise  on display shall be placed within
eighteen  inches (18") of any customer  door or lease line of the Premises or on
the  surface  of any  display  window  or  customer  door.  All  window  display
advertising  material and signs shall be in keeping in character  and  standards
with the  improvements  within the Shopping  Center as reasonably  determined by
Landlord and as more  specifically  described in Part I(B) of Exhibit  "SBG1.0",
and Landlord reserves the right to require Tenant to correct any  nonconformity.
Any such display and signs shall be related only to  merchandising of goods from
the Premises.


                                   ARTICLE XV

                             REPAIRS AND ALTERATIONS

Section 15.1 - Repairs by Landlord.

         (a) Landlord shall keep the roof, structural portions,  the exterior of
the Premises,  parking facilities and other Common Areas, in good and tenantable
condition  and repair  during the Term of this Lease,  subject to Section  12.2,
provided,  however,  except to the extent waived by Landlord pursuant to Section
17.4, if the need for such repair is attributable to or results from Tenant's or
its agent's negligent  operation or acts, , then in such case Tenant does hereby
agree to and shall  reimburse  Landlord for all costs and  expenses  incurred by
Landlord in respect to such repairs.

          (b) As used in this Article the  expression  "structural  portions and
     exteriors of the  Premises"  shall not be deemed to include  store front or
     store fronts,  plate glass,  window cases or window  frames,  doors or door
     frames  or   alterations   required  to  comply  with  the  Americans  with
     Disabilities  Act  ("ADA").  It is  expressly  understood  and agreed  that
     Landlord  shall be under no  obligation  to make any repairs,  alterations,
     replacements  or  improvements  to and upon  the  Premises  resulting  from
     compliance with the ADA or the mechanical equipment exclusively serving the
     Premises at any time except as in this Lease expressly provided.

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

Section 15.2 - Repairs by Tenant.

         (a) Except where caused by the negligence of Landlord or its employees,
it  shall be  Tenant's  sole  responsibility,  at its own  expense,  to keep and
maintain its  storefront  and the interior of its Premises in good condition and
repair. All repairs to the Premises or any installation, equipment or facilities
therein or thereabout,  other than those repairs required to be made by Landlord
pursuant  to  Section  15.1,  Article  XXII or Article  XXIII,  shall be made by
Tenant.  Said repairs shall include but not be limited to all necessary painting
and  decorating,  the  maintenance,  repair and  replacement of the  electrical,
plumbing and sewer systems, under the slab and elsewhere which exclusively serve
the Premises,  store fronts,  window and other glass, entrance and service doors
and  window  frames,  and any other  mechanical  or  operational  installations,
exclusively serving the Premises.  All such repairs and replacements shall be in
quality and class equal to the original work or item.

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

                                       9
<PAGE>
Section 15.3 - Alterations and Remodeling.

         (a) Tenant, at its own expense, shall have the right during the Term of
this Lease, or any renewal thereof, to make such interior  alterations,  changes
and  improvements  to the Premises as Tenant may deem  necessary for its use and
business, provided, however, that any major remodeling of the interior in excess
of Twenty Five  Thousand  Dollars  ($25,000.00)  and any exterior or  structural
alterations to the building or changes in the electrical,  heating,  ventilating
and air conditioning  systems shall not be made without Landlord's prior written
consent,  which  shall not be  unreasonably  withheld,  delayed or  conditioned.
Notwithstanding  the foregoing,  changes or alterations made by Tenant to comply
with requirements of the ADA shall not require Landlord's approval of any plans,
specifications  or drawings  pertaining  thereto.  Under no circumstances  shall
Landlord be  responsible  to Tenant or any third party for  determining  whether
Tenant's  alterations  comply with applicable laws,  including ADA Requirements,
regardless of whether Tenant must obtain Landlord's  approval of the alterations
or the plans and specifications therefor as a condition to making them. All such
alterations,  changes and improvements,  except trade fixtures, shall become the
property of Landlord upon  installation and shall remain upon and be surrendered
with the Premises upon expiration or earlier termination of this Lease.

         (b) Tenant  further  agrees not to make any  alterations,  additions or
changes to its storefront or storefront  sign, the exterior walls or roof of the
Premises,  nor shall Tenant erect any  mezzanine or increase the size of same if
one is  initially  constructed  unless  and until the prior  written  consent of
Landlord shall first have been obtained.  In no event shall Tenant make or cause
to be made any  penetration  through the roof or the floor slab of the  Premises
without  the prior  written  consent  of  Landlord,  said  consent  shall not be
unreasonably  delayed or withheld.  Tenant shall be directly responsible for any
and all damages resulting from any violation of the provisions of this Section.

Section 15.4 - Renovation.

         INTENTIONALLY OMITTED.

Section 15.5 - Governmental Approvals.

         In the event  Tenant  obtains a  Certificate  of  Occupancy  or similar
governmental  approval  relating  to any  work  done on the  Premises  by or for
Tenant,  Tenant shall promptly provide Landlord with a copy of such governmental
approval.


                                   ARTICLE XVI

                                      LIENS

Section 16.1 - Indemnification by Tenant.

         Tenant  shall allow no liens to be filed  against  the  Premises or the
Shopping  Center as a result of work  performed  at the  request or on behalf of
Tenant.  Tenant shall  indemnify  and save harmless  Landlord  against all loss,
liability,  costs,  attorney's fees,  damages or interest charges as a result of
any  mechanic's  lien or any other lien caused to be filed  against the Shopping
Center,  the Premises or Tenant's leasehold estate herein as a result of acts or
omissions of Tenant or its agents,  contractors and employees, and Tenant shall,
within thirty (30) days of the filing of any such lien and written  notice given
to Tenant,  remove,  pay or cancel  said lien or secure the  payment of any such
lien or liens by bond or other security acceptable to Landlord.

Section 16.2 - Tenant's Right of Contest.

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


                                       10
<PAGE>
                                  ARTICLE XVII

                             INDEMNITY AND INSURANCE

Section 17.1 - Mutual Indemnification.

         (a) Tenant shall  defend,  indemnify  and save  Landlord  harmless from
legal  action,  damages,  loss,  liability  and  any  other  expense  (including
reasonable  attorney fees) in connection  with loss of life,  bodily or personal
injury or property damage arising from or out of all acts,  failures,  omissions
or negligence of Tenant, its agents, employees or contractors which occur in the
Premises,  Common Areas or other parts of the Shopping Center, unless such legal
action, damages, loss, liability or other expense (including reasonable attorney
fees) results from any sole act, omission or neglect of Landlord, its respective
agents, contractors, employees or persons claiming through it.

         (b) Landlord  shall  defend,  indemnify  and save Tenant  harmless from
legal  action,  damages,  loss,  liability  and  any  other  expense  (including
reasonable  attorney fees) in connection  with loss of life,  bodily or personal
injury or property damage, arising from or out of all acts, failures,  omissions
or negligence of Landlord,  its agents,  employees or contractors which occur in
the Premises,  Common Areas or other parts of the Shopping  Center,  unless such
legal action,  damages,  loss, liability or other expense (including  reasonable
attorney  fees)  results from any sole act,  omission or neglect of Tenant,  its
respective agents, contractors, employees or persons claiming through it.

Section 17.2 - Tenant's Insurance.

         Tenant covenants and agrees that from and after the date of delivery of
the Premises from  Landlord to Tenant,  and during the Term of this Lease or any
renewal thereof,  Tenant will carry and maintain,  at its sole cost and expense,
the  following  types of  insurance,  in the  amount  specified  and in the form
hereinafter  provided for with insurance companies  authorized to do business in
the state in which the Premises is located and rated A/VII or better in the most
current edition of Best's Insurance Report:

         (a) Public  Liability  Insurance.  Tenant  shall keep in full force and
effect commercial  general liability  insurance,  which shall include broad form
property damage liability coverage, extended bodily injury coverage, advertising
injury  liability  coverage,   contractor  liability  coverage  and  independent
contractors  coverage,  naming both Landlord and Tenant as insureds in an amount
not less than $1,000,000 written on a combined single limit per occurrence basis
for property  damage,  personal injury and bodily injury or death of one or more
persons.

         (b) Boiler and Machinery  Breakdown  Insurance.  If applicable,  Tenant
shall  maintain  in full  force and  effect at all times  during the Term of the
Lease a policy(s) of boiler and machinery  breakdown  insurance  covering all of
its  boilers,  fired or  unfired  pressure  vessels,  heating,  ventilating  and
air-conditioning  units or any other mechanical  equipment which may malfunction
or cause  damage  to  property  or injury  to  persons  that may be caused by or
results from any equipment  existing at the  commencement  date of this Lease or
added to the Premises at a subsequent  date, which equipment is used exclusively
by Tenant,  and if said coverage is not included within the policy(s)  providing
coverage for Tenant's  alterations,  improvements and  betterments,  pursuant to
Section  17.2(e),  then said insurance  shall be by separate policy in an amount
not less than $100,000.00.

                                       11
<PAGE>
          (c)  Environmental   Impairment  Liability  Insurance.   INTENTIONALLY
     OMITTED

         (d)      Liquor Liability Insurance.   INTENTIONALLY OMITTED

         (e)  Personal  Property,  Alterations,  Improvements  and  Betterments.
Tenant  shall at all times  during the Term  hereof  maintain  in full force and
effect a policy(s) of special form  insurance  including  coverage for sprinkler
damage,  vandalism and  malicious  mischief,  covering all of Tenant's  Personal
Property,  including  alterations,  improvements and betterments to the Premises
now existing or to be added, to the extent of ninety percent (90%) of their full
replacement costs as updated from time to time during the Term of this Lease.

              The  proceeds of Tenant's  policy(s)  to the extent of the cost of
any damage or loss to the Premises, shall be used for the repair and replacement
of the  property  damaged  or  destroyed.  In the event of  Tenant's  failure to
commence,  within thirty (30) days of availability of insurance proceeds, and to
diligently  proceed  to  reconstruct  or repair its  portion  of the  damaged or
destroyed Premises to its former condition prior to said casualty, then Landlord
shall have the right to make all necessary repairs and if the insurance proceeds
described above are not sufficient to cover the repairs,  Tenant shall be liable
for all  additional  costs  in  excess  of such  available  insurance  proceeds.
However,  it is expressly  understood and agreed that Landlord shall be under no
obligation  to  insure,  reinstall,  repair  or  replace  any such  alterations,
additions, improvements or betterments. This paragraph is only applicable if the
lease is not terminated pursuant to Article XXII hereof.

     (f) Additional  Hazards.  Tenant agrees that it will not keep, use, sell or
offer for sale in or upon the Premises any article  which may be  prohibited  by
the  standard  form of all risk  insurance  coverage.  Tenant  agrees to pay any
increase in premium for All Risk Coverage resulting from the keeping,  use, sale
or offering for sale of such prohibited  articles that may be charged during the
Term of this  Lease for the  amount of any  insurance  which may be  carried  by
Landlord on the Premises. Said additional premiums shall be payable by Tenant to
Landlord upon ten (10) days' written notice to Tenant.

     (g) Blanket  Policies.  Tenant may maintain  any of its required  insurance
coverages  under  blanket,  umbrella or excess  liability  policies of insurance
covering said Premises and any other premises of Tenant, or companies affiliated
with  Tenant,  provided  that  the  coverage  afforded  will not be  reduced  or
diminished  by reason of the use of such blanket,  umbrella or excess  liability
policy.

     (h)  Policy(s)  and/or  Certificates  of  Insurance.  The  above  mentioned
policy(s)  or  certificate(s)  of  insurance  are to be  provided  by  Tenant to
Landlord prior to occupancy and at least annually  thereafter or as requested by
Landlord. The coverage evidenced by the policy(s) or certificate(s) of insurance
will be with insurance company(s)  reasonably acceptable to Landlord and will be
for a period of not less than one (1) year,  and will provide  that  Landlord be
given written notice ten (10) days prior to the expiration, material alteration,
cancellation,  non-renewal or replacement  of the existing  policy(s),  with the
further understanding that should Tenant fail to furnish said notice or policies
as is provided in this Lease,  and at the times  herein  provided,  Landlord may
obtain such insurance and the premiums on such  insurance  shall be deemed to be
an Additional Charge to be paid by Tenant to Landlord upon demand.

     (i) Notice of Loss. Tenant shall notify Landlord  forthwith in the event of
any damage to persons or property occurring on the Premises from fire, any other
casualty, or serious injury.

Section 17.3 - Landlord's Insurance.




<PAGE>
         Landlord  covenants and agrees that from and after the date of delivery
of the Premises  from  Landlord to Tenant,  and during the Term of this Lease or
any  renewal  thereof,  Landlord  will carry and  maintain,  with  regard to the
Shopping Center, the following types of insurance,  in the amounts specified and
in the form hereinafter  provided for with insurance companies  authorized to do
business in the state in which the Premises is located and rated A/VII or better
in the most current edition of Best's Insurance Report:

         (a) Public  Liability  Insurance.  Landlord  shall keep and maintain in
full  force and effect  public  liability  insurance  in an amount not less than
$1,000,000,  adjusted annually for inflation, written on a combined single limit
per occurrence basis for property damage and personal and bodily injury or death
of one or more persons.

         (b) All Risk Coverage and Rental Income  Insurance.  Landlord shall, at
all times,  keep and  maintain  in full force and effect all risk  policy(s)  of
insurance,  including  coverage for  sprinkler  damage,  vandalism and malicious
mischief,  covering the roof,  structural  portions and  perimeter  walls of the
Shopping  Center  and  equipment  (excluding  Tenant's  fixtures,   merchandise,
personal property, wall coverings,  alterations,  improvements,  betterments and
any other item  included in Tenant's  insurance) in an amount not less than full
replacement  cost  (exclusive  of  the  cost  of  excavations,  foundations  and
footings)  updated from time to time during the Term of this Lease or the amount
of such  insurance  which  Landlord's  mortgage  lender may require  Landlord to
maintain, whichever is the greater.

         (c) Landlord may maintain any of its required  insurance  under blanket
policies of insurance  covering the Premises and any other  premises of Landlord
or companies affiliated with Landlord,  provided that the coverage afforded will
not be  reduced or  diminished  by reason of the use of such  blanket  policy of
insurance.

Section 17.4 - Waiver of Right of Recovery.

         Notwithstanding  anything to the contrary  contained  elsewhere in this
Lease,  neither Landlord nor Tenant shall be liable to the other party or to any
insurance  company  insuring  the  other  party by way of  subrogated  rights or
otherwise,  for any loss or damage  caused by fire or any other  hazard or peril
covered or insurable by fire and extended coverage or all risk insurance, or any
resulting  loss of  income,  even  though  such  loss or  damage  may have  been
occasioned by the negligence of such party, its agents or employees.

Section 17.5 - Landlord Not Responsible for Acts of Others.

         Unless  Landlord  would be  responsible  or liable  pursuant to Section
17.1(b) and not  exonerated  pursuant  to Section  17.4,  Landlord  shall not be
responsible or liable to Tenant,  or those claiming by, through or under Tenant,
for any loss or damage to their  person or property  resulting  from the acts or
omissions of persons  occupying  space  adjoining or adjacent to the Premises or
connected to the Premises or any other part of the Shopping  Center or caused by
such  events as  breaking  or falling of  electrical  cables and wires,  and the
breaking, bursting, stoppage or leaking of water, gas, sewer or steam pipes.



<PAGE>
                                  ARTICLE XVIII

                          GENERAL RULES AND REGULATIONS

Section 18.1 - Uniformity.

         Landlord  reserves the right, at any time and from time to time for the
general  welfare of the  Shopping  Center,  the  avoidance  of nuisance  and the
maintenance of a good reputation,  safety, order and cleanliness in the Premises
and at the  Shopping  Center,  to impose  reasonable  rules and  regulations  of
generally  uniform  application  governing the conduct of tenants and the use of
the Common Areas in the Shopping Center. Upon receipt of notice thereof,  Tenant
agrees to comply with such rules and regulations  imposed by Landlord as if they
had existed and been attached hereto at the time of execution of this Lease.

Section 18.2 - Rubbish.

         Tenant agrees to maintain the Premises,  at its expense, free and clear
of all rubbish,  garbage or trash in the containers permitted and/or required by
Landlord.  Tenant,  at its own  expense,  shall  dispose of all said  rubbish as
reasonably directed by Landlord.

Section 18.3 - Lighting.

         Tenant  agrees to keep the windows of the Premises  properly  displayed
and the  Premises,  signs  and  external  lights  where  specifically  permitted
properly   illuminated  during  the  hours  as  established  by  the  Rules  and
Regulations of Landlord for the Shopping Center.

Section 18.4 - Merchandise Display, Loading and Unloading.

         Tenant agrees not to display merchandise  outside the Premises,  and to
load,  unload or deliver  goods and  merchandise  only at such times and in such
areas and through such entrances as shall be reasonably designated by Landlord.

Section 18.5 - Obstruction of Passageways.

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

Section 18.6 - Employee Parking.

         Tenant  and its  employees  shall  park  their  cars only in such areas
within the Common Areas  designated  for the purpose by  Landlord.  Tenant shall
furnish Landlord with State automobile  license numbers assigned to cars used by
Tenant's  employees within five (5) days after taking possession of the Premises
and shall  thereafter  notify Landlord of any changes within five (5) days after
such changes occur.  If Tenant or its employees shall fail to park their cars in
the designated  parking  areas,  then,  without  limiting any other remedy which
Landlord  may pursue in the event of Tenant's  default,  Landlord,  after giving
notice  to  Tenant,  shall  have the right to charge  Tenant,  as an  Additional
Charge,  the sum of Ten Dollars  ($10.00) per day per car parked in violation of
the provisions of this Section.


                                       12
<PAGE>
                                   ARTICLE XIX

                     SUBORDINATION AND ATTORNMENT BY TENANT

Section 19.1 - Subordination of Lease.

         This Lease and the  estate of Tenant  hereunder  shall be  subject  and
subordinate to any ground lease,  deed of trust,  mortgage lien or charge or any
reciprocal easement agreement or other operating agreement which now encumber or
which at any time hereafter may encumber the Premises  (such ground lease,  deed
of trust, mortgage lien or charge, or any reciprocal easement agreement or other
operating agreement and any replacement, renewal, modification, consolidation or
extension  thereof  being  hereinafter  referred  to as an  "Encumbrance").  Any
Encumbrance  shall be prior  and  paramount  to this  Lease  and to the right of
Tenant  hereunder  and  all  persons  claiming  through  and  under  Tenant,  or
otherwise,   in  the  Premises.   Tenant's   acknowledgment   and  agreement  of
subordination  provided  for in this  Section  shall  be  self-operative  and no
further  instrument of  subordination  shall be required.  However,  Tenant,  on
Tenant's behalf, and on behalf of all persons claiming through and under Tenant,
covenants  and agrees that,  from time to time at the request of Landlord or the
holder of any  Encumbrance,  Tenant will  execute and deliver any  necessary  or
proper  instruments  or  certificates  reasonably  necessary to  acknowledge  or
confirm the priority of the Encumbrance over this Lease and the subordination of
this  Lease  thereto  or  to  evidence  Tenant's  consent  to  any  encumbrance.
Notwithstanding  the foregoing,  any holder of an  Encumbrance  may elect to the
extent possible that this Lease shall have priority over such  Encumbrance  and,
upon notification of such election by the holder of such Encumbrance, this Lease
shall be deemed to have  priority over such  Encumbrance,  whether this Lease is
dated prior to or  subsequent  to the date of such  Encumbrance.  This Lease and
Tenant's  estate  hereunder  shall be subordinate to an Encumbrance  only if the
holder  thereof does not disturb  Tenant's use and  occupancy of the Premises so
long  as  Tenant  is not in  default  hereunder  beyond  the  expiration  of all
applicable cure periods after the giving of all required notice of default.

Section 19.2 - Attornment by Tenant.

         Tenant  agrees  that if the  holder of any  Encumbrance  or any  person
claiming  under said  Encumbrance  shall  succeed to the interest of Landlord in
this Lease,  Tenant shall  recognize and attorn to said holder as Landlord under
the  terms of this  Lease.  Tenant  agrees  that it will,  upon the  request  of
Landlord, execute,  acknowledge and deliver any and all instruments necessary or
desirable to give effect or notice of such  attornment  and failure of Tenant to
execute any such document or instrument on demand shall  constitute a default by
Tenant under the terms of this Lease.

Section 19.3 - Landlord as Attorney-in-Fact for Tenant.




<PAGE>
                              INTENTIONALLY OMITTED


                                   ARTICLE XX

                               RIGHTS OF LANDLORD

Section 20.1 - Landlord's Right to Repair.

         Landlord,  or its authorized  agents,  after  reasonable  prior written
notice to Tenant,  may go upon and  inspect  the  Premises or any portion of the
Shopping  Center and, if necessary  shall, if Tenant has failed to commence such
repairs within ten (10) days following  receipt of written notice from Landlord,
make those needed  repairs  which are Tenant's  obligation  to perform and which
Tenant has failed to do. Said work  performed  shall be chargeable to Tenant and
shall be due and payable  within ten (10) days  following  receipt of Landlord's
billing.

Section 20.2 - Landlord's Right to Affix Sign.

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

Section 20.3 - Landlord's Right to Make Payment on Behalf of Tenant.

         Landlord has a right to make  payments on behalf of Tenant where Tenant
defaults in its  payments  or  obligations  under the terms of this Lease.  Said
payments  by  Landlord  shall be  considered  as an  "Additional  Charge" and be
payable within ten (10) days following receipt of Landlord's billing.

Section 20.4 - Trash Compactors.

         In the event  Tenant  requires the  services of a trash  compactor,  it
agrees to arrange for and  coordinate  said  services  through  Landlord's  mall
manager.  If Tenant is required to use the  Shopping  Center's  trash  compactor
service,  the charge for such service shall be  competitive  with the prevailing
market rate for such services.

                                   ARTICLE XXI

                            ASSIGNMENT AND SUBLETTING

Section 21.1 - Landlord's Consent Required.

         (a) Tenant shall not mortgage, pledge, encumber,  franchise,  assign or
in any manner transfer this Lease, voluntarily or involuntarily, by operation of
law or otherwise,  nor sublet all or any part of the Premises for the conduct of
any business by any third person or business  entity,  or for any purpose  other
than  is  herein   authorized   without   Landlord's   prior  written   consent.
Notwithstanding  anything  to the  contrary  contained  in this  Lease,  without
Landlord's  consent and without  increase  in rent and/or  payment to  Landlord,
Tenant shall have the right to assign this Lease  and/or  sublet the Premises to
any person, corporation or entity which is (i) Tenant's parent corporation, (ii)
a wholly-owned  subsidiary of Tenant or of Tenant's parent corporation,  (iii) a
corporation or entity of which a controlling  interest is owned by Tenant or the
individuals or entities which control Tenant,  (iv) the surviving  entity in the
event of any merger or consolidation  involving Tenant;  and/or (v) the buyer in
one transaction of all or  substantially  all of Tenant's store assets both with
respect to the Premises and with respect to all of Tenant's stores.

                                       13
<PAGE>
         (b) INTENTIONALLY OMITTED

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

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

Section 21.2 - Return of Premises by Tenant.

         INTENTIONALLY OMITTED

Section 21.3 - Transfer of Corporate Shares.

         INTENTIONALLY OMITTED

Section 21.4 - Transfer of Other Business Interests.

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

Section 21.5 - Acceptance of Rent by Landlord.

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

Section 21.6 - No Release of Tenant's Liability.

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

Section 21.7 - Administrative Fee.

         Tenant shall pay Landlord an administrative fee of One Thousand Dollars
($1,000.00) or such lesser amount as Landlord shall  reasonably  determine to be
reasonably  appropriate in order to compensate Landlord for the time and expense
of reviewing,  processing and documenting Tenant's request that Landlord consent
to any proposed  transfer.  The processing  fee shall be payable  whether or not
Landlord  approves  Tenant's  request and whether or not said proposed  transfer
actually occurs.




                                       14
<PAGE>
                                  ARTICLE XXII

                              DAMAGE OR DESTRUCTION

Section 22.1 - Landlord's Obligation to Repair and Reconstruct.

         (a) If the  Premises  shall  be  partially  damaged  by fire  or  other
casualty but are not thereby rendered untenantable in any manner, Landlord shall
cause the Premises to be repaired at Landlord's  expense  subject to Subsections
(c) and (d)  herein  and the rent  shall  not be  abated.  If by  reason of such
occurrence the Premises shall be rendered  untenantable  only in part,  Landlord
shall  cause the  Premises  to be  repaired  at  Landlord's  expense  subject to
Subsections  (c) and (d)  herein,  and the  Fixed  Minimum  Rent and  Additional
Charges  shall be  abated  proportionately  as to the  portion  of the  Premises
rendered  untenantable  until the  earlier  to occur of ninety  (90) days  after
Landlord's  restoration  work has been  substantially  completed or the date the
Premises so repaired has reopened for business.

         (b) Subject to Section 22.2, if the Premises  shall be rendered  wholly
untenantable or inaccessible by reason of such occurrence,  Landlord shall cause
the Premises to be repaired at Landlord's  expense in accordance with Subsection
(c) herein (subject to reasonable delays occasioned by adjustment of losses with
insurance  carriers or for any cause beyond Landlord's  control),  and the Fixed
Minimum Rent and Additional Charges shall be abated,  until the earlier to occur
of ninety (90) days after  Landlord's  restoration  work has been  substantially
completed or the date the Premises so repaired has reopened for business.

         (c) If  Landlord is  required  or elects to repair or  reconstruct  the
Premises  under the  provisions of this Article XXII,  its  obligation  shall be
limited to those  repairs to the Premises  which were  Landlord's  obligation to
perform pursuant to Exhibit SBG1.0.  Tenant, at Tenant's expense, shall promptly
perform all  repairs and  restoration  not  required to be done by Landlord  and
shall promptly refixture and reconstruct the Premises and recommence business in
all parts thereof.

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

Section 22.2 - Landlord's Option to Terminate.

         If (1) the  Premises are (damaged as a result of any cause which is not
covered by Landlord's actual or required insurance,  and Landlord terminates the
leases of all tenants  within 100 feet of the  Premises or (2) the  Premises are
damaged  or  destroyed  during  the last two (2) years of the  Term,  or (3) the
Shopping  Center is damaged to the extent of fifty  percent (50%) or more of the
gross leasable area thereof,  and Landlord  terminates the leases of all tenants
within 100 feet of the Premises,  then in any of such events, Landlord may elect
to  terminate  this  Lease by giving to Tenant  notice of such  election  within
ninety (90) days after the  occurrence  of such event.  If such notice is given,
the rights and  obligations  of the  parties  shall cease as of the date of such
notice, and rent and Additional Charges shall be adjusted as of the date of such
termination.  Notwithstanding  anything to the contrary contained in this Lease,
in the event the Premises are damaged by any casualty (i) not insured  under the
casualty  insurance  policy which Tenant is required by this Lease to carry,  or
(ii) during the last two (2) years of the Term,  Tenant  shall have the right to
terminate  this Lease by notice to Landlord  given  within sixty (60) days after
the occurrence of the casualty.

Section 22.3 - Demolition of Landlord's Building.

         If  the  Shopping  Center  is  so  substantially  damaged  that  it  is
reasonably necessary,  in Landlord's judgment, to demolish a portion of the said
Shopping  Center,  including  the Premises,  for the purpose of  reconstruction,
Landlord may demolish the Premises,  in which event Tenant's rent and Additional
Charges shall be abated until Tenant's  Premises,  improvements and fixtures are
restored by Landlord  and Tenant.  In no event,  however,  shall such  abatement
continue for longer than  seventy-five  (75) days after  Landlord  substantially
completes its restoration work.

         Landlord and Tenant  hereby waive any statutory  rights of  termination
which  may arise out of  partial  or total  destruction  of the  Premises  which
Landlord is obligated to restore.


                                  ARTICLE XXIII




<PAGE>
                                  CONDEMNATION

Section 23.1 - Effect of Taking.

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

         (b) In the event a portion of the Premises,  Shopping  Center or Common
Areas is taken and such taking substantially impairs access to or the usefulness
of the Premises for the purposes  hereinbefore  granted to Tenant,  either party
may terminate  the Lease by written  notice within thirty (30) days prior to the
actual physical taking.

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

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

Section 23.2 - Compensation and Awards.

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

Section 23.3 - Condemnation or Breach of Lease.

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

         Landlord and Tenant  hereby waive any statutory  rights of  termination
which may arise by reason of any partial  taking of the Premises under the power
of eminent domain.


                                  ARTICLE XXIV

                                     DEFAULT

Section 24.1 - Acts of Default.

         (a) In the  event  Tenant  shall  not have  paid  Fixed  Minimum  Rent,
Percentage  Rent or any  Additional  Charge or charges,  any other sums of money
required to be paid by Tenant to Landlord under this Lease, or as  reimbursement
to Landlord for sums paid by Landlord on behalf of Tenant in the  performance of
the covenants of this Lease within ten (10) days after receipt of written notice
of delinquency from Landlord; or

                                       15
<PAGE>
         (b) In the event Tenant shall be in default in the  performance  of any
other covenants,  terms, conditions,  provisions,  rules and regulations of this
Lease  excepting  those  items  listed in the above  subsection  (a) and if such
default is not cured within twenty (20) days after written  notice thereof given
by Landlord,  or, if such default cannot be cured completely  within such twenty
(20) day period,  then within a reasonable  time  following such twenty (20) day
period,  provided  Tenant,  within such twenty  (20) day  period,  has  promptly
commenced to proceed with diligence and in good faith to remedy such default and
complete such remedy.

                  Tenant  acknowledges  that notices required under  subsections
(a) and (b) hereof,  and served in accordance with Article XXVI, will be in lieu
of notices required under Section 1161 of the California Code of Civil Procedure
("CCCP")  and  that  the  service  provisions  of  Section  1162 of the CCCP are
superseded by the notice provisions of this Lease.

         (c)  INTENTIONALLY OMITTED

     (d) Subject to Section 365 of the Bankruptcy Reform Act of 1978 as amended,
in the event of the filing by Tenant of a petition proposing the adjudication of
Tenant or guarantor of Tenant's obligation  hereunder as a bankrupt or insolvent
or the  reorganization  of Tenant or any such  guarantor  or an  arrangement  by
Tenant or any such guarantor with its creditors, whether pursuant to the Federal
Bankruptcy Act or any similar federal or state proceeding and such action is not
dismissed within thirty (30) days after the date of its filing.

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

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

     (g) If Tenant shall vacate the Premises or fail to continuously  occupy and
conduct Tenant's business in the Premises for four (4) consecutive days.

     (h) If Tenant  "abandons" the Premises within the purview of Section 1951.3
of the California Civil Code ("Civil Code").

Section 24.2 - Remedies.

         (a)  Notwithstanding  the fact that  Tenant has  committed  an Event of
Default hereunder and has "abandoned" the Premises within the purview of Section
1951.3 of the Civil  Code,  this Lease  shall  continue in effect for so long as
Landlord has not elected to terminate  Tenant's right to possession and Landlord
may enforce all of its rights and remedies under this Lease, including the right
to recover rent and Additional Charges as they become due under the Lease.

         (b) Except as otherwise provided in Section 24.2(a) above, in the event
Tenant  commits an Event of Default and abandons the Premises  before the end of
the term or if its right to possession of the Premises is terminated by Landlord
because  of  an  Event  of  Default,  this  Lease  shall  terminate.  Upon  such
termination, Landlord may recover from Tenant:

     (1) The worth at the time of award of the unpaid rent which had been earned
at the time of termination;

     (2) The worth at the time of award of the amount by which the  unpaid  rent
which would have been earned after  termination  until the time of award exceeds
the amount of such  rental loss that Tenant  proves  could have been  reasonably
avoided;

     (3) The damages Landlord may recover include the worth at the time of award
of the  amount by which the  unpaid  rent for the  balance of the term after the
time of award  exceeds  the amount of such  rental loss for the same period that
Tenant proves could be reasonably avoided;

                                       16
<PAGE>
     (4) Any other amount necessary to compensate Landlord for all the detriment
proximately  caused by Tenant's  failure to perform its  obligations  under this
Lease or which in the  ordinary  course  of  things  would be  likely  to result
therefrom.

         (c) The  "worth  at the time of award" of the  amounts  referred  to in
paragraphs (1) and (2) of subsection (b) shall be computed by allowing  interest
at such lawful rate as may be allowed by law.  The worth at the time of award of
the amount  referred to in paragraph (3) of subsection  (b) shall be computed by
discounting  such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%).

         (d)  Efforts by Landlord  to  mitigate  the damages  caused by Tenant's
breach of this  Lease  shall not  constitute  a waiver  of  Landlord's  right to
recover damages under this section. Landlord agrees to use reasonable efforts to
mitigate damages, provided, however, Landlord shall not be obligated to re-lease
the Premises before it leases all other comparable space in the Shopping Center.

         (e)  Nothing in this  Section  shall  affect the right of  Landlord  to
indemnification  for liability arising prior to the termination of the Lease for
personal injuries or property damage.

Section 24.3 - Repeated Default.

         (a)  Notwithstanding  anything to the contrary set forth in this Lease,
if Tenant shall be in default in the timely  payment of any Fixed  Minimum Rent,
Percentage  Rent or any  Additional  Charges  due  Landlord  from  Tenant or the
payment of any other  money due  Landlord  from  Tenant  under the terms of this
Lease,  and any such default  shall be repeated  four (4) times in any period of
twelve (12) consecutive months, then, notwithstanding that such default may have
been cured  within the period  provided  in this  Lease,  but only if Tenant was
notified of each such prior  default,  any further  similar  default within said
twelve (12) month period shall be deemed to be a Repeated Event of Default.

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

Section 24.4 - Waiver of Rights of Redemption.

         Tenant hereby expressly waives any and all rights of redemption granted
by or under any present or future laws in the event of Tenant's being evicted or
dispossessed for any cause, or in the event of Landlord's  obtaining  possession
of the Premises by reason of the violation,  by Tenant,  of any of the covenants
or conditions of this Lease, or otherwise.


                                   ARTICLE XXV

                                   COMPETITION

Section 25.1 - Restriction on Tenant.

         Tenant  agrees that for as long as this Lease  shall  remain in effect,
Tenant,  and  if  Tenant  is a  corporation,  its  officers,  directors,  or any
affiliates,  shall not  directly  or  indirectly  operate,  manage,  or have any
financial  interest in a business  (unless such  business is in operation on the
date of this Lease or uses a different trade name than that used at the Premises
which does not include the word  "International"  or "Int.") which is similar to
or in competition with the use set forth in Section 1.0(s) ("Competing  Store"),
within a  radius  of two (2)  miles of the  perimeter  of the  Shopping  Center.
Notwithstanding  anything  to  the  contrary  contained  in  Section  25.1,  the
foregoing radius of two (2) miles, for the period from the date hereof until the
first  (1st)  anniversary  of the date  Tenant  first  opens  the  Premises  for
business,  shall be deemed to include the shopping center located  approximately
three (3)  miles  from the  Shopping  Center  which is known as Del Amo  Fashion
Center. The foregoing  reference to the Del Amo Fashion Center shall include all
expansions and extensions thereof including without limitation any strip centers
associated therewith.

                                       17
<PAGE>
Section 25.2 - Imposition of Damages.

         In the event that Tenant shall violate this covenant,  Landlord may, at
its option,  without limiting  Landlord's  remedies,  include the gross sales of
such other Competing Store in the Gross Revenues generated from the Premises for
the purpose of computing Percentage Rent due hereunder.

Section 25.3 - Restriction on Landlord.

         At the specific insistence of Tenant and as an inducement for Tenant to
enter into this Lease, Landlord agrees for the period from the date hereof until
the end of the first (1st) Lease Year, Landlord will not permit any store (other
than a store in violation  hereof as of the date hereof) to open in the Shopping
Center (i) whose sales of toys is equal to or greater than  thirty-five  percent
(35%) of its total Gross  Revenue;  or (ii) which  devotes  thirty-five  percent
(35%) or more of its  sales  floor  area to the  display  of toys.  In the event
Landlord violates this Section 25.3, Tenant's sole and exclusive remedy shall be
the right to pay fifty  percent  (50%) of its Fixed  Minimum Rent for the period
from the date when such  violation  began until the end of the first Lease Year.
There shall be no adjustment of the applicable Annual Breakpoint.



                                  ARTICLE XXVI

                                     NOTICES

Section 26.1 - Notices to Tenant and Landlord.

         All notices,  requests,  approvals and demands permitted or required to
be given under this Lease shall be in writing and deemed duly served or given if
personally  delivered or sent by  certified or  registered  U.S.  Mail,  postage
prepaid, and addressed as follows:  (a) if to Landlord,  at Hawthorne Bay, Inc.,
10800 Brookpark Road, Cleveland,  Ohio 44130, Attention:  General Counsel with a
copy to GE Capital Investment  Advisors,  One Boston Place, Suite 18180, Boston,
MA 02108, Attention:  Tom Barnes; and (b) if to Tenant, at the address set forth
in Section 1.0(u)  herein.  Landlord and Tenant may from time to time, by notice
to the other,  designate  another place for receipt of future  notices.  If such
notice,  request,  approval or demand is sent by United States Mail, it shall be
deemed  given and received  upon  receipt or attempted  delivery as shown on the
return receipt or returned envelope.  Rejection,  refusal,  failure to accept or
the inability to deliver any notice sent hereunder shall be deemed to be receipt
of the notice, demand or request sent.

Section 26.2 - Notices to Mortgagee.

         Tenant shall give Landlord's first mortgagee, namely: The Sumitomo Bank
Limited,  233 South Wacker  Drive,  Suite 4800,  Chicago,  Illinois  60606-6448,
Attention:  Paul Olsen,  Vice President,  Public Finance,  notice of any default
which could give rise to Tenant's  termination  of the Lease or  expenditure  of
money on behalf of Landlord.  Such mortgagee should also be given an appropriate
time to cure such default  including  the  opportunity  to obtain  possession of
Landlord's interest,  if necessary,  to cure the default.  Landlord shall notify
Tenant of any change in the mortgagee for the Shopping Center.


                                  ARTICLE XXVII

                                  MISCELLANEOUS

Section 27.1 - Accord and Satisfaction.

         No payment by Tenant or receipt by Landlord of a lesser amount than any
payment of rent herein stipulated shall be deemed to be other than on account of
the earliest  stipulated  rent,  nor shall any  endorsement  or statement on any
check or any  letter  accompanying  any  check or  payment  as rent be deemed an
accord and  satisfaction,  and Landlord may accept such check or payment without
prejudice to Landlord's  right to recover the balance of such rent or pursue any
other remedy provided for in this Lease or available at law or in equity.

                                       18
<PAGE>
Section 27.2 - Complete Agreement.

         This Lease contains the entire  agreement  between the parties  hereto,
and no agent, representative,  employee or officer of Landlord hereto has or had
authority to make or has made any statement, agreement or representation, either
oral or written, in connection herewith, modifying, adding or changing the terms
and conditions  herein set forth.  No present or past dealings or custom between
the parties  shall be permitted to  contradict  or modify the terms  hereof.  No
modification of this Lease shall be binding unless such modification shall be in
writing and signed by the parties hereto.  Unless otherwise  expressly set forth
in writing herein,  Tenant acknowledges that there are no agreements,  promises,
representations,  warranties or covenants by Landlord or its agents or employees
as to the  following  types  of  matters,  including,  without  limitation:  (i)
exclusive  rights  to  sell  goods  and/or  services;  (ii)  limitations  on  or
restrictions  against  competing  businesses in the Shopping  Center;  (iii) the
future  opening of other  stores or  businesses  not  currently  in the Shopping
Center; (iv) expected per square foot or total sales from the Premises; (v) type
or quality of existing or  prospective  tenants  located or to be located in the
Shopping  Center;  (vi) work to be performed  by Landlord in improving  Tenant's
Premises;  (vi) contribution by Landlord towards Tenant's leasehold  improvement
costs;  (vii)  that  Tenant's  annual  Proportionate  Share of CAM Costs or real
estate  taxes will not exceed a certain  amount per square foot of Premises  GLA
during the Term  hereof;  or (viii)  promotion  and/or  advertising  of Tenant's
business and/or products or services.

Section 27.3 - Consents.

         INTENTIONALLY OMITTED.

Section 27.4 - Compliance with Governmental Authorities.

     Subject to Section  15.1,  Tenant at its own expense  shall comply with all
laws,  rules,  orders,  ordinances,  directions,  regulations  and  requirements
("Requirements")  of federal,  state,  county and municipal  authorities  now in
force or which  hereafter  may be in force,  which  shall  impose  any duty upon
Landlord or Tenant with  respect to the use,  occupation  or  alteration  of the
Premises  by Tenant,  including  but not limited  to,  Requirements  of the ADA.
Tenant  agrees to  indemnify  and save  Landlord  harmless  from and against any
penalty,  damage or charge  imposed for any violation by Tenant,  its assignees,
subtenants,  licensees,  agents and employees of any said  Requirements.  Tenant
shall  have  exclusive  responsibility  for  compliance  with  ADA  Requirements
pertaining  to  the  interior  of  the   Premises,   including  the  design  and
construction  of the access  thereto and egress  therefrom.  Landlord shall have
responsibility  for  compliance  with ADA  Requirements  which affect the Common
Areas,  subject to Tenant's  obligation  to pay for its share of expense of such
compliance pursuant to Section 12.2 of this Lease. Except as provided herein, or
in  Section  15.1,  Tenant  shall  comply  promptly  with any  direction  of any
governmental authority having jurisdiction which imposes any duty upon Tenant or
Landlord  with respect to the Premises or with respect to the use or  occupation
thereof, and Tenant agrees to furnish Landlord with a copy of any such direction
promptly  after receipt of the same.  In addition,  Tenant shall comply with any
reasonable   plan  adopted  by  Landlord   which  is  designed  to  fulfill  the
requirements of any laws, including ADA Requirements.

         Should  compliance  by Tenant with this  paragraph  require  Landlord's
consent  pursuant to Section 15.2,  Tenant shall promptly seek such consent and,
following  receipt of such consent,  promptly comply with the provisions of such
Section and this Section.

         If Tenant fails to comply as required in this Section,  after notice to
Tenant,  Landlord  may comply or cause  compliance,  in which case Tenant  shall
reimburse  Landlord  upon demand for  Landlord's  costs  incurred in  connection
therewith.

                                       19
<PAGE>
Section 27.5 - Brokerage.

         Tenant warrants that it has had no dealings with any broker or agent in
connection with the Lease, or in the event Tenant has had such dealings,  Tenant
covenants  and agrees to pay,  hold  harmless and  indemnify  Landlord  from and
against  any  and  all  costs,  expenses  or  liability  for  any  compensation,
commissions and charges claimed by any such broker or agent with respect to this
Lease or negotiation hereof.

Section 27.6 - Effective Date of Lease.

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

Section 27.7 - Estoppel Certificates.

         Tenant  agrees at any time,  upon not less than fifteen (15) days prior
written request by Landlord,  to execute,  acknowledge and deliver to Landlord a
written statement certifying that this Lease is unmodified and in full force and
effect (or, if there has been  modifications,  that the same is in full force as
modified and stating the  modifications),  the dates to which the basic rent and
other charges have been paid pursuant to this Lease and such other certification
concerning  the Lease as may be  reasonably  required by Landlord or  Landlord's
mortgagee.  Tenant  further agrees that said statement may be relied upon by any
prospective purchaser of the fee or mortgage or assignee or any mortgagee on the
fee of the Premises.  Landlord  shall furnish a similar  statement  from time to
time upon Tenant's request but not more than five (5) times during the Term.

Section 27.8 - Force Majeure.

         Landlord  and/or Tenant shall be excused for the period of delay in the
performance  of any of their  obligations  hereunder,  except  their  respective
obligation to pay any sums of money due under the terms of this Lease, and shall
not be  considered  in default,  when  prevented  from so performing by cause or
causes beyond Landlord's or Tenant's control, including, but not limited to, all
labor  disputes,  civil  commotion,  war, fire or other  casualty,  governmental
regulations,  statutes, ordinances,  restrictions or decrees, or through acts of
God. Notwithstanding anything to the contrary contained in this Section 27.8, in
the event any work  performed  by Tenant or  Tenant's  contractors  results in a
strike,  lockout and/or labor dispute, such strike, lockout and/or labor dispute
shall not excuse the performance by Tenant as provided for herein.

Section 27.9 - Interpretation.

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

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

Section 27.10 - Memorandum of Lease.

         This  Lease  shall  not be  recorded,  but  Landlord  may,  in its sole
discretion, elect to record a Memorandum of Lease describing the property herein
demised, giving the Term of this Lease and renewal rights, if any, and referring
to this Lease. Tenant agrees to execute at any and all times such instruments as
may be required for such recording.

                                       20
<PAGE>
Section 27.11 - Quiet Enjoyment.

         Subject  to  the  terms  and  conditions  of  this  Lease  and  to  any
Encumbrances to which this Lease is subordinate pursuant to Section 19.1 herein,
Landlord  hereby  covenants  and agrees that if Tenant shall  perform all of the
covenants and  agreements  herein  stipulated to be performed on Tenant's  part,
Tenant  shall at all times during the  continuance  hereof have the peaceful and
quiet  enjoyment and possession of the Premises  without any manner of hindrance
from Landlord or any person or persons lawfully claiming the Premises,  save and
except in the  event of the  taking of the  Premises  by public or  quasi-public
authority as herein before provided.

Section 27.12 - Rent Demand.

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

Section 27.13 - Section Headings.

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

Section 27.14 - Successors and Assigns.

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

Section 27.15 - Transfer of Landlord's Interest.

         Landlord  shall be liable  under this  Lease  only  while  Owner of the
Premises.  If Landlord should sell or otherwise transfer  Landlord's interest in
the  Premises,   and  if  such  purchaser  or  transferee   assumes   Landlord's
obligations,  then such purchaser or transferee  shall be responsible for all of
the covenants and undertakings  thereafter  accruing of Landlord.  Tenant agrees
that  Landlord  shall,  after such sale or transfer of  Landlord's  interest and
assumption,  have no liability to Tenant under this Lease or any Modification or
Amendment  thereof,   or  extensions  or  renewals  thereof,   except  for  such
liabilities  which might have accrued prior to the date of such sale or transfer
of Landlord's interest.

Section 27.16 - Nondiscrimination.

     Tenant  herein  covenants  by  and  for  itself,   its  heirs,   executors,
administrators, successors and assigns and all persons claiming under or through
it,  and this  Lease is made and  accepted  upon and  subject  to the  following
conditions:  That there shall be no discrimination against or segregation of any
person or group of  persons  on  account  of race,  sex,  marital  status,  age,
handicaps,  color, creed, religion, national origin or ancestry, in the leasing,
subleasing,  transferring,  use, occupancy,  tenure or enjoyment of the premises
herein leased,  nor shall Tenant itself, or any person claiming under or through
it,  establish or permit any such  practice or practices  of  discrimination  or
segregation with reference to the selection,  location, number, use or occupancy
of tenants,  lessees,  sublessees,  subtenants or vendees in the premises herein
leased.

Section 27.17 - Waiver.

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

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

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

Section 27.18 - Exculpation.

         If Landlord  shall fail to perform any  covenant,  term or condition of
this Lease upon  Landlord's  part to be performed  and, as a consequence of such
default,  Tenant shall recover a money judgment against Landlord,  such judgment
shall be satisfied  only out of the proceeds of sale received upon the execution
of such  judgment  and levy  thereon  against the right,  title and  interest of
Landlord  in the  Shopping  Center  and out of rents or  other  income  from the
Shopping Center receivable by Landlord or out of the  consideration  received by
Landlord  from the sale or other  disposition  of all or any part of  Landlord's
right,  title and interest in the Shopping  Center;  neither Landlord nor any of
the  partners,  trustees,   beneficiaries,   officers,   directors,   venturers,
shareholders or affiliated  entities of Landlord shall be personally  liable for
any deficiency.

Section 27.19 - Litigation.

         (a) To the extent  permitted  by  applicable  law  Landlord  and Tenant
hereby  waive all right to trial by jury in any  claim,  action,  proceeding  or
counterclaim  by either  Landlord  or Tenant  against  each  other on any matter
arising out of or in any way  connected  with this Lease,  the  relationship  of
Landlord and Tenant or Tenant's use or occupancy of the Premises.

         (b) If either party hereto be made or becomes a party to any litigation
commenced by the other party  involving the enforcement of any of the rights and
remedies of such party,  or arising on account of the default of the other party
in the performance of such party's  obligations  hereunder,  then the prevailing
party in any such  litigation,  shall receive from the other party all costs and
reasonable attorneys' fees incurred by such party in such litigation.

         (c) If either party hereto be made or becomes a party to any litigation
commenced by or against the other party  involving the  enforcement  of: (i) any
Requirements  against such other party; or (ii) any of the rights or remedies of
such party hereunder,  then the prevailing party in any such litigation,  or the
party becoming involved in such litigation because of a claim against such other
party,  as the case may be,  shall  receive  from the other  party all costs and
reasonable attorneys' fees incurred by such party in such litigation.

         (d) Any litigation  commenced by either  Landlord or Tenant against the
other with  respect to any matter  arising out of or in any way  connected  with
this  Lease,  the  relationship  of  Landlord  and  Tenant or  Tenant's  use and
occupancy  of the  Premises  shall be brought only in the courts of the State of
California and the parties hereby  consent to the  jurisdiction  of those courts
over them.

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

Signed in the Presence of:                                    LANDLORD:

                                                    THE GALLERIA AT SOUTH BAY, a
                                                  California limited partnership

_____    By:      Hawthorne Bay, Inc., a California corporation, General Partner


_________________________                         By:___________________________
David J. LaRue, Vice President


                                                  TENANT:

                                           PLAY CO. TOYS AND ENTERTAINMENT CORP.

________                                      By:______________________________


________                                      By:______________________________






<PAGE>
STATE OF OHIO     )
                  )  SS:
COUNTY OF CUYAHOGA)
                                                      -OPTIONAL SECTION-
On _________________________, 1997, before me,        CAPACITY CLAIMED BY SIGNER
_____________________________, a Notary Public in and for
the State of Ohio, personally appeared David J. LaRue,
                                                                       
     [X] personally known to me -OR

     [ ] proved to me on the basis of  satisfactory  evidence  to be the  person
whose name is subscribed to the within  instrument,  and acknowledged to me that
he executed the within  instrument in his  authorized  capacity and that, by his
signature [ ]  INDIVIDUAL  on the within  instrument,  the person or entity upon
behalf of [X] CORPORATE OFFICER which he acted executed the within instrument.


Although statute does not require the
Notary to fill in the data below, doing so
may prove invaluable to persons relying on
the document.


WITNESS my hand and official seal.                           Vice President
                                                                  Title
---------------------------------
   Notary Public In and For                 ____________________________________
     Said County and State                                        Title(s)

 (Seal)                                  [X]  PARTNER(S):      [X] LIMITED
==================                                             [ ] GENERAL
=====
                                                           [       ]
                                                           ATTORNEY-IN-FACT
                                                           [       ]
                                                           TRUSTEE(S)
                                                           [       ]
                                                           GUARDIAN/CONSERVATOR
                                                           [       ]
                                                           OTHER:
                                                       -------------------------
                                            ------------------------------------

                                                         SIGNER IS REPRESENTING:
                                                NAME OF PERSON(S) OR ENTITY(IES)

                                                    Hawthorne Bay, Inc., General

                                                      Partner to The Galleria at

                                                                       South Bay


                                            ************************************







<PAGE>
STATE OF OHIO     )
                  )  SS:
COUNTY OF CUYAHOGA)
                                                      -OPTIONAL SECTION-
On _________________________, 1997, before me,        CAPACITY CLAIMED BY SIGNER
_____________________________, a Notary Public in and for
the State of Ohio, personally appeared David J. LaRue,
                                                                       
     [X] personally known to me -OR

     [ ] proved to me on the basis of  satisfactory  evidence  to be the  person
whose name is subscribed to the within  instrument,  and acknowledged to me that
he executed the within  instrument in his  authorized  capacity and that, by his
signature [ ]  INDIVIDUAL  on the within  instrument,  the person or entity upon
behalf of [X] CORPORATE OFFICER which he acted executed the within instrument.


Although statute does not require the
Notary to fill in the data below, doing so
may prove invaluable to persons relying on
the document.
WITNESS my hand and official seal.          ____________________________________
                                                                        Title(s)
---------------------------------
   Notary Public In and For                    [ ]  PARTNER(S):      [ ] LIMITED
     Said County and State                                           [ ] GENERAL

(Seal)                                                 [ ] ATTORNEY-IN-FACT
=============================                          [ ]  TRUSTEE(S)
======                                                 [ ]  GUARDIAN/CONSERVATOR
                                                       [ ]  OTHER:
                                                       -------------------------
                                                     

                                                         SIGNER IS REPRESENTING:
                                                NAME OF PERSON(S) OR ENTITY(IES)

This instrument prepared by:                                PLAY CO. TOYS AND
Harvey J. Levitt, Esq.                                      ENTERTAINMENT CORP.
10800 Brookpark Road
Cleveland, Ohio  44130                                      ____________________
(216) 267-1200
                   =============================            


                                                            




<PAGE>
                                   EXHIBIT "A"


                            THE GALLERIA AT SOUTH BAY

                                    Site Plan


<PAGE>
                                   EXHIBIT "B"


                            THE GALLERIA AT SOUTH BAY

                                  Leasing Plan



<PAGE>
                                EXHIBIT "SBG1.0"


                            THE GALLERIA AT SOUTH BAY


                                 TENANT HANDBOOK





                      TO BE FORWARDED UNDER SEPARATE COVER.



<PAGE>
                            THE GALLERIA AT SOUTH BAY


                            Redondo Beach, California









                                    LANDLORD
        ================================================================
                                        =
                           THE GALLERIA AT SOUTH BAY,
                        a California limited partnership








                                     TENANT
        ================================================================
                                        =
                      PLAY CO. TOYS AND ENTERTAINMENT CORP.
                            d/b/a Toys International





















<PAGE>
                                  Unit No. 366



<PAGE>
                              GALLERIA AT SOUTH BAY

                                 LEASE AGREEMENT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>



<S>                                                                                                             <C>
Section 1.1 - Defined Terms......................................................................................10


Section 2.1 - Exhibits...........................................................................................10


Section 3.1 - Premises...........................................................................................10


Section 3.2 - Gross Leasable Area of Tenant's Premises...........................................................11


Section 3.3 - Revisions to Premises GLA..........................................................................11


Section 3.4 - Landlord's Reservation.............................................................................11


Section 4.1 - Use................................................................................................11


Section 4.2 - Management and Operation of Common Areas...........................................................11


Section 5.1 - Site Plan and Leasing Plan.........................................................................12


Section 5.2 - Changes to Shopping Center Site Plan and Leasing Plan.                                                       12


Section 6.1 - Landlord's Duties..................................................................................12


Section 6.2 - Tenant's Improvements..............................................................................12


Section 6.3 - Tenant's Trade Fixtures............................................................................13


Section 6.4 - Construction Lien..................................................................................13


Section 6.5 - Union Cooperation..................................................................................13


Section 7.1 - Submission of Plans................................................................................14
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<S>     <C>                                                                                                     <C>
Section 8.1 - Use and Trade Name.................................................................................14


Section 8.2 - Tenant's Covenant to Operate.......................................................................14


Section 8.3 - Prohibitions on Use................................................................................14


Section 8.4 - Manner of Operation of Business....................................................................14


Section 9.1 - Term...............................................................................................15


Section 9.2 - Commencement Date Agreement........................................................................15


Section 9.3 - Holding Over.......................................................................................15


Section 9.4 - Expiration of the Term of the Lease................................................................15


Section 9.5 - Mutual Termination Rights..........................................................................16


Section 10.1 - Rent Commencement Date............................................................................16


Section 10.2 - Failure of Delivery of Premises to Tenant.........................................................16


Section 10.3 - Tenant's Failure to be Open by the Outside Date...................................................16


Section 11.1 - Fixed Minimum Rent................................................................................16


Section 11.2 - Percentage Rent...................................................................................17


Section 11.3 - Payment...........................................................................................17


Section 11.4 - Gross Revenue.....................................................................................17


Section 11.5 - Exclusion from Gross Revenue......................................................................17


Section 11.6 - Reporting.........................................................................................18


Section 11.7 - Books and Records.................................................................................18


Section 12.1 - Status of Charges.................................................................................19


Section 12.2 - Common Area Maintenance Charges...................................................................19


Section 12.3 - Real Estate Taxes.................................................................................20

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<S>     <C>                                                                                                     <C>
Section 12.4 - Initial Opening Advertisement.....................................................................21


Section 12.5 - Marketing Fund....................................................................................21


Section 12.6 - Media Fund........................................................................................21


Section 13.1 - Water, Sanitary Sewer, Gas, Telephone and Electricity Service.                                    22


Section 13.2 - Central and Premises Heating, Ventilating and Air-conditioning Systems.                           23


Section 13.3 - Discontinuance of Service.........................................................................24


Section 13.4 - Interruption of Service...........................................................................24


Section 13.5 - Premises Sprinkler System.........................................................................24


Section 14.1 - Tenant's Obligation...............................................................................24


Section 14.2 - Interior Signs and Advertising....................................................................24


Section 15.1 - Repairs by Landlord...............................................................................24


Section 15.2 - Repairs by Tenant.................................................................................25


Section 15.3 - Alterations and Remodeling........................................................................25


Section 15.4 - Renovation........................................................................................25


Section 15.5 - Governmental Approvals............................................................................25


Section 16.1 - Indemnification by Tenant.........................................................................25


Section 16.2 - Tenant's Right of Contest.........................................................................25


Section 17.1 - Mutual Indemnification............................................................................26


Section 17.2 - Tenant's Insurance................................................................................26


Section 17.3 - Landlord's Insurance..............................................................................27


Section 17.4 - Waiver of Right of Recovery.......................................................................27


Section 17.5 - Landlord Not Responsible for Acts of Others.......................................................27


Section 18.1 - Uniformity........................................................................................28


Section 18.2 - Rubbish...........................................................................................28
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<S>     <C>                                                                                                     <C>
Section 18.3 - Lighting..........................................................................................28


Section 18.4 - Merchandise Display, Loading and Unloading........................................................28


Section 18.5 - Obstruction of Passageways........................................................................28


Section 18.6 - Employee Parking..................................................................................28


Section 19.1 - Subordination of Lease............................................................................28


Section 19.2 - Attornment by Tenant..............................................................................28


Section 19.3 - Landlord as Attorney-in-Fact for Tenant...........................................................28


Section 20.1 - Landlord's Right to Repair........................................................................29


Section 20.2 - Landlord's Right to Affix Sign....................................................................29


Section 20.3 - Landlord's Right to Make Payments on Behalf of Tenant.                                                      29


Section 20.4 - Trash Compactors..................................................................................29


Section 21.1 - Landlord's Consent Required.......................................................................29


Section 21.2 - Return of Premises by Tenant......................................................................29


Section 21.3 - Transfer of Corporate Shares......................................................................29


Section 21.4 - Transfer of Other Business Interests..............................................................29


Section 21.5 - Acceptance of Rent by Landlord....................................................................30


Section 21.6 - No Release of Tenant's Liability..................................................................31


Section 21.7 - Administrative Fee................................................................................31


Section 22.1 - Landlord's Obligation to Repair and Reconstruct...................................................31


Section 22.2 - Landlord's Option to Terminate....................................................................31


Section 22.3 - Demolition of Landlord's Building.................................................................31
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<S>     <C>                                                                                                     <C>
Section 23.1 - Effect of Taking..................................................................................31


Section 23.2 - Compensation and Awards...........................................................................32


Section 23.3 - Condemnation or Breach of Lease...................................................................32


Section 24.1 - Acts of Default...................................................................................32


Section 24.2 - Remedies..........................................................................................32


Section 24.3 - Repeated Default..................................................................................33


Section 24.4 - Waiver of Rights of Redemption....................................................................33


Section 25.1 - Restriction on Tenant.............................................................................33


Section 25.2 - Imposition of Damages.............................................................................33


Section 25.3 - Restriction on Landlord...........................................................................33


Section 26.1 - Notices to Tenant and Landlord....................................................................34


Section 26.2 - Notices to Mortgagee..............................................................................34


Section 27.1 - Accord and Satisfaction...........................................................................34


Section 27.2 - Complete Agreement................................................................................34


Section 27.3 - Consents..........................................................................................34


Section 27.4 - Compliance with Governmental Authorities..........................................................34


Section 27.5 - Brokerage.........................................................................................35


Section 27.6 - Effective Date of Lease...........................................................................35


Section 27.7 - Estoppel Certificates.............................................................................35


Section 27.8 - Force Majeure.....................................................................................36


Section 27.9 - Interpretation....................................................................................36


Section 27.10 - Memorandum of Lease..............................................................................36


Section 27.11 - Quiet Enjoyment..................................................................................36


Section 27.12 - Rent Demand......................................................................................36
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<S>     <C>                                                                                                     <C>
Section 27.13 - Section Headings.................................................................................36


Section 27.14 - Successors and Assigns...........................................................................36


Section 27.15 - Transfer of Landlord's Interest..................................................................36


Section 27.16 - Nondiscrimination................................................................................36


Section 27.17 - Waiver by Landlord...............................................................................36


Section 27.18 - Exculpation......................................................................................37


Section 27.19 - Litigation.......................................................................................37
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