Exhibit 10.107
                       Lease Agreement for Store - Detroit

                                 INDEX TO LEASE
                                       (I)
<TABLE>
<CAPTION>

                                                                                                                    Page
ARTICLE I - GRANT AND TERM
<S>           <C>                                                                                                      <C>
      Section 1.1           Leased Premises                                                                            1
      Section 1.2           Term                                                                                       2
      Section 1.3           Opening                                                                                    2
      Section 1.4           Late Opening                                                                               2

ARTICLE II - RENT AND DEPOSIT
      Section 2.1           Minimum Rent                                                                               3
      Section 2.2           Percentage Rent                                                                            3
      Section 2.3           Payments By Tenant                                                                         4
      Section 2.4           Security Deposit                                                                           4
      Section 2.5           Late Charge                                                                                5

ARTICLE III - PREPARATION OF LEASED PREMISES
      Section 3.1           Landlord's Work                                                                            5
      Section 3.2           Delivery and Possession                                                                    5
      Section 3.3           Tenant's Work                                                                              5
      Section 3.4           Alterations by Tenant                                                                      6
      Section 3.5           Removal by Tenant                                                                          7

ARTICLE IV - CONDUCT OF BUSINESS
      Section 4.1           Use and Trade Name                                                                         7
      Section 4.2           Operation of Business                                                                      7
      Section 4.3           Sign                                                                                       7
      Section 4.4           Tenant's Warranties                                                                        8
      Section 4.5           Storage and Office Space                                                                   8
      Section 4.6           Care of Premises                                                                           8
      Section 4.7           Notice by Tenant                                                                           8
      Section 4.8           Radius                                                                                     8

ARTICLE V - COMMON AREA
     Section 5.1            Use of Common Area                                                                         9
     Section 5.2            Common Area Maintenance Expenses                                                           9

ARTICLE VI - FEPAIRS AND MAINTENANCE
     Section 6.1            Repairs and Maintenance by Landlord                                                       10
     Section 6.2            Repairs and Maintenance by Tenant                                                         10

ARTICLE VII - TAXES
     Section 7.1            Tax Liability                                                                             11
     Section 7.2            Method of Payment                                                                         12


ARTICLE VIII - INSURANCE, INDEMNITY AND LIABILITY
      Section 8.1           Landlord's Insurance Obligations                                                          12
      Section 8.2           Tenant's Insurance Obligations                                                            12
      Section 8.3           Mutual Covenant                                                                           13
      Section 8.4           Covenant to Hold Harmless                                                                 13
      Section 8.5           Loss and Damage                                                                           14

ARTICLE IX - DESTRUCTION OF LEASED PREMISES
     Section 9.1            Continuance of Lease                                                                      14
     Section 9.2            Reconstruction                                                                            14

ARTICLE X - CONDEMNATION
     Section 10.1           Eminent Domain                                                                            15
     Section 10.2           Rent Apportionment                                                                        15
     Section 10.3           Temporary Taking                                                                          15

ARTICLE Xl - ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE

                                      (ii)
<PAGE>
       Section 11.1          No Assignment, Subletting or Encumbering of Lease                                        15
       Section 11.2          Assignment or Sublet                                                                     16
       Section 11.3          Transfer of Landlord's Interest                                                          17

ARTICLE XII - SUBORDINATION, ATTORNMENT, FINANCING AND ESTOPPEL CERTIFICATE
      Section  12.1         Subordination                                                                             17
Section        12.2         Attornment                                                                                17
      Section   1 2.3       Financing                                                                                 17
      Section  12.4         Estoppel Certificate                                                                      17
      Section  12.5         Remedies                                                                                  18

ARTICLE XIII - ADVERTISING AND PROMOTION
      Section  13.1         Promotion Fund                                                                            18
      Section  13.2         Promotion Fund Contribution                                                               18
      Section  13.3         Advertisements                                                                            18
      Section  13.4         Network                                                                                   18

ARTICLE XIV - DEFAULT AND REMEDIES

      Section 14.1          Elements of Default                                                                       19
      Section 14.2          Landlord's Remedies                                                                       19
      Section 14.3          Bankruptcy                                                                                21
      Section 14.4          Additional Remedies and Waivers                                                           21
      Section 14.5          Landlord's Cure of Default                                                                21



<PAGE>
ARTICLE XV - RIGHT TO ACCESS                                                                                          21

ARTICLE XVI - DELAYS                                                                                                  22

ARTICLE XVII - END OF TERM                                                                                            22  

         Section 17.1      Return of Leased Premises                                                                  22
         Section 17.2         Holding Over                                                                            22


ARTICLE XVIII - COVENANT OF QUIET ENJOYMENT                                                                           22  

ARTICLE XIX - UTILITIES                                                                                               22
      Section 19.1          Utilities                                                                                 22
      Section19.2           Electricity, Telephone and Gas                                                            23
      Section19.3           Trash and Garbage Removal                                                                 23
      Section19.4           Water and Sewer                                                                           23
      Section19.5           Grease Interceptors                                                                       23

ARTICLE XX - MISCELLANEOUS

     Section 20.01          Entire Agreement                                                                          23
     Section 20.02          Notices                                                                                   23
     Section 20.03          Successors                                                                                24
     Section 20.04          Liability of Landlord                                                                     24
     Section 20.05          Brokers                                                                                   24
     Section 20.06          Transfer of Landlord                                                                      24
     Section 20.07          No Partnership                                                                            24
     Section 20.08          Waiver of Counterclaims                                                                   24
     Section 20.09          Waiver of Jury Trial                                                                      24
     Section 20.10          Severability                                                                              24
     Section 20.11          No Waiver                                                                                 24
     Section 20.12          Consumer Price Index                                                                      24
     Section 20.13          Interest                                                                                  24
     Section 20.14          Excavation                                                                                25
     Section 20.15          Rules and Regulations                                                                     25
     Section 20.16          Financial Statements                                                                      25
     Section 20.17          General Rules of Construction                                                             25
     Section 20.18          Recording                                                                                 25
     Section 20.19          Effective Date                                                                            25
     Section 20.20          Headings                                                                                  25

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
        <S>                     <C>
        Exhibit                 Outline of Retail Development
        Exhibit                 Outline of Leased Premises
        Exhibit "A"             Relocation Zone
        Exhibit '1B"            Calculation of Gross Leasable Area
        Exhibit "C"             Landlord's Work - White Box
        Exhibit "C-i',          Utilities
        Exhibit "CC"            Central Air Conditioning Supply System
        Exhibit "D11            Tenant's Work - White Box
        Exhibit                 Sign Criteria
        Exhibit 1'F"            Commencement Date and Expiration Date Declaration

</TABLE>

GUARANTYS


<PAGE>




     THIS LEASE  dated as of this day of by and  between  TAUBMAN  AUBURN  HILLS
ASSOCIATES LIMITED PARTNERSHIP,  a Delaware limited partnership,  the address of
which is 200 East Long Lake  Road,  P.O.  Box 200,  Bloomfield  Hills,  Michigan
48303-0200  (hereinafter  referred to as  "Landlord"),  and TOYS  INTERNATIONAL,
INC., a California corporation, the address of which is 550 Rancheros Drive, San
Marcos, CA 92069 (hereinafter referred to as "Tenant"). All payments, documents,
notices,  and any other item to be  transmitted to Landlord shall be transmitted
to  Landlord's  principal  place of  business  at the  address set forth in this
paragraph.


                                   DATA SHEET

        The  following  references  furnish  data  to  be  incorporated  in  the
specified  Sections of this Lease and shall be construed to  incorporate  all of
the terms of the entire Section as stated in this Lease:

        (1)     Section 1.1:  Description of Leased Premises:

     Store number:  M55 1 , consisting of  approximately  ten thousand  (10,000)
square feet of floor as shown on Exhibit "A".


        (2)     Section 1.2:  Term:

        Commencement Date:
        The earlier of (i) the later of (a) the Grand Opening, or (b) expiration
        of a sixty  (60) day  Fixturing  Period  following  Possession  Date (as
        defined in Section  3.2),  or (ii) the date the are  initially  open for
        business to the public.

        Original Term: Ten (10) years

        Option Period: N/A



(3)   Section 2.1: Minimum Rent:
the date of the Delivery of Leased Premises

         From the Commencement Date and continuing  through the third (3rd) year
         of the term, the sum of One Hundred ninety-five Thousand and 00/1 O0ths
         Dollars  ($195,000.00)  annually,  payable in equal consecutive monthly
         installments  of  Sixteen  Thousand  Two  Hundred  Fifty and  00/100ths
         Dollars ($1 6,250.0O)each;

         Beginning with the fourth (4th) year and  continuing  through the sixth
         (6th) year of the term, the sum of Two Hundred Twenty Thousand and 00/1
         O0ths  Dollars  ($220,000.00)  annually,  payable in equal  consecutive
         monthly  installments of Eighteen  Thousand Three Hundred  thirty-three
         and 33/1 O0ths Dollars ($18,333.33)each; and

         Beginning  with the  seventh  (7th)  year and  continuing  through  the
         expiration  of the term,  the sum of Two  Hundred  Sixty  Thousand  and
         00/100ths Dollars ($260,000.00) annually,  payable in equal consecutive
         monthly  installments of twenty-one  Thousand Six Hundred sixty-six and
         67/lOOths Dollars ($21,666.67) each.


<PAGE>
Address:
(4)     Section 2.2:  Percentage Rent:

        From the Commencement  Date and continuing  through the third (3rd) year
        of the term, six percent (6%) (the  "percentage  factor") of Gross Sales
        made  during  each Lease Year in excess of Three  Million  Four  Hundred
        Thousand  and 00/1  00ths  Dollars  ($3,400,000.0O)(which  sum is herein
        called the "Sales Break Point");

        Beginning  with the fourth (4th) year and  continuing  through the sixth
        (6th) year of the term,  six percent (6%) (the  "percentage  factor") of
        Gross Sales made  during each Lease Year in excess of Three  Million Six
        Hundred Thousand 00/1 00ths Dollars  ($3,600,00O.O0)(which sum is herein
        called the "Sales Break Point").

        Beginning  with the  seventh  (7th)  year  and  continuing  through  the
        expiration of the term,  six percent (6%) (the  "percentage  factor") of
        Gross Sales made during each Lease Year in excess of Four  Million  Four
        Hundred  Thousand and 00/1 O0ths  Dollars  ($4,400,O00.00)(which  sum is
        herein called the "Sales Break Point").


(5)     Section 2.4:  Security Deposit:  None


(6)     Section 3.2: Tenant Inducement: One Hundred Fifty Thousand and 00/100ths
        Dollars ($150,000.00)


(7)     Section 4.1:  Permitted Use:

        Tenant shall use the Leased Premises for the use set forth below and for
        no other purpose:  for a Toys International store featuring  educational
        toys, novelty toys, computer related software,  giftware,  related toys,
        and  displayed in an area not to exceed ten percent (10%) of the selling
        floor area, children's clothing.

        Trade Name:  Toys International


(8)     Section 13.2: Fund Contribution:  $1.00 per square foot of floor area in
        the Leased Premises

        Grand Opening Fee (Initial Contribution): $1.00 per square foot of floor
        area in the Leased Premises


(9)     Temporary Charges: N/A


(10)    Chargebacks: N/A

(11)  Guarantor:

Play Co. Toys & Entertainment Corp., a Delaware corporation
550 Rancheros Drive San Marcos, California 92069
<PAGE>
                                    ARTICLE I


                                 GRANT AND TERM

     Section 1.1 Leased Premises.  (a) Landlord, in consideration of the rent to
be paid and the  covenants  to be  performed  by Tenant,  does hereby  lease and
demise to Tenant,  and Tenant  hereby rents and hires from Landlord for the term
herein set forth,  the Leased  Premises  which area is described as set forth in
the Data Sheet attached hereto, in the retail development  designated as - or by
such  other  name  as  Landlord  may  from  time  to  time  hereafter  designate
(hereinafter "Retail  Development").  The term "State" as used herein shall mean
the State of For all purposes in this Lease, a "Major Tenant" is any occupant of
more than  twenty  thousand  (20.000)  square  feet of floor  area in the Retail
Development.  It is agreed  that,  wherever the term  "Shopping  Center" is used
herein,  it shall mean the Retail  Development  excluding the areas  occupied by
Major Tenants, except as otherwise specifically stated herein. Exhibit "A", page
1, sets forth the general  layout of the Retail  Development.  Landlord does not
warrant or represent that the Retail  Development or the Leased Premises will be
constructed  exactly as shown thereon or that it will be completed by a specific
date. Notwithstanding anything contained in this Lease to the contrary, Landlord
shall have the right,  at any time and from time to time,  without  notice to or
consent of Tenant,  and without in any manner diminishing  Tenant's  obligations
under this Lease,  to make  alterations  or additions  to, and build  additional
stories on the  building in which the Leased  Premises  are located and to build
adjoining the same, to construct other buildings and improvements of any type in
the Retail  Development or the common areas, or any part thereof,  including the
right  to  locate  and/or  erect  thereon  permanent  or  temporary  kiosks  and
structures,  to enlarge the Retail Development,  and to make alterations therein
or additions thereto, to build adjoining thereto. to construct decks or elevated
parking  facilities and free standing  buildings within the parking lot areas of
the Retail Development,  and to change the size, location,  elevation and nature
of any of the stores in the Retail  Development or the common areas, or any part
thereof. In the event Landlord elects to enlarge the Retail Development,  or any
part thereof;  any additional area may be included by Landlord in the definition
of the Retail  Development for purposes of this Lease.  Landlord shall also have
the general right from time to time to include within and/or to exclude from the
defined  Shopping  Center any existing or future areas and the floor area of the
Shopping Center shall be accordingly adjusted. The premises leased to Tenant are
herein referred to as the "Leased  Premises".  The  approximate  location of the
Leased  Premises is  cross-hatched  on the lease plan of the Retail  Development
attachment  hereto and made a part hereof as Exhibit "A",  page 2. This Lease of
the Leased Premises is subject to all applicable building restrictions, planning
and zoning ordinances,  governmental rules and regulations,  existing underlying
leases,  and all other  encumbrances,  covenants,  restrictions,  easements  and
agreements  affecting  the Retail  Development  and the terms and  provisions of
certain master declarations, reciprocal easement and operating agreements now or
hereafter  entered into by Landlord.  Subject to the  provisions of Section 5.1,
Tenant shall enjoy a non-exclusive easement,  right and privilege for Tenant and
its customers,  employees and invitees and the customers, employees and invitees
of any assignee.  sublessee.  concessionaire  or licensee of Tenant,  to use the
common areas of the Shopping  Center,  with  Landlord and the other  tenants and
occupants of floor area with the Shopping Center and their respective customers,
employees  and  invitees.  Furthermore,  Landlord  agrees  that  any  additions,
alterations  or  modifications  to the Shopping  Center by  Landlord'  shall not
adversely  affect access to, or visibility of the Leased Premises and, except as
otherwise  provided  for herein,  Tenant  shall  retain  substantially  the same
relative position with respect to Major Tenants of the Shopping Center as of the
Commencement Date.
               

     After the  Delivery of  Possession  Date,  Landlord  reserves  the right to
relocate  Tenant  (ii) no more than once every five (5) year period of the term,
or (ii) if required by the  construction  for a Major Tenant or redevelopment of
the Shopping  Center.  Such change in location will be upon not less than ninety
(901  days  prior  written  notice  from  Landlord  to Tenant  (the  "Relocation
Period").  During such  Relocation  Period,  Landlord shall offer to Tenant such
alternative  location  (of  approximately  the same  floor  area)  which will be
limited to the area outlined and marked  "Relocation  Zone" on Exhibit "A", page
3, as may be available.  In the event the parties agree on a specific  location,
then this Lease  shall be  amended  by  substituting  the new  location  for the
present   location   and  the  square   footage  and   Minimum   Rent  shall  be
proportionately  adjusted  based  upon  the  change  in the  size of the  Leased
Premises. Landlord shall, at Landlord's cost and expense, complete the leasehold
improvements  to the Leased  Premises in  accordance  with the working  drawings

<PAGE>

originally  approved by Landlord  with respect to Tenant's  Work in the original
Leased  Premises  and Tenant  shall  relocate to the new  location  and,  within
fifteen (15) days after  delivery of the new premises,  open for business in the
new  premises.  In the  event  Landlord  and  Tenant  are  unable to agree on an
alternative  location,  this Lease  shall  terminate  at the end of said  90-day
period.  In the event of such  termination,  Landlord shall pay to Tenant within
thirty (30) days  following  the date that Tenant  shall have vacated the Leased
Premises,  a sum  equal to the then  unamortized  costs  of  Tenant's  leasehold
improvements  which have been paid for by Tenant,  such  amortization to be on a
straight line basis over the original stated term of the Lease,  provided Tenant
shall furnish to Landlord  such backup  information  as Landlord may  reasonably
require.  Tenant shall deliver  possession of the Leased Premises to Landlord on
or before the termination  and/or relocation date in "as is" condition,  subject
to the  provisions  of Sections 3.5 and 17.1 hereof,  and subject to all charges
which are due and owing or which  shall  accrue up to such date  (which  charges
shall be paid to Landlord within thirty (30) days of such date) and Tenant shall
be released from any and all further obligations pursuant to this Lease accruing
after such date with respect to the vacated premises;  however,  in the event of
relocation,  Tenant shall remain liable for all obligations  accruing under this
Lease after the date of such relocation.

     (c) The square footage of the Leased Premises (sometimes herein referred to
as the "gross  leasable  floor  area" or "GLA")  shall be measured as defined in
Exhibit  "B".  The  actual  square  footage  in the  Leased  Premises  shall  be
determined by Landlord's  architect.  The certificate of Landlord's architect as
to actual  square  footage  shall be binding upon both parties  hereto1 and such
determined  square  footage  shall be used in all  calculations  based on square
footage  throughout  this Lease. If the floor area determined in accordance with
the  preceding  sentence  varies by more than five  percent (5%) from the square
foot floor area  originally  set forth in the Data Sheet,  the Minimum  Rent set
forth in Section 2.1 hereof shall be adjusted by multiplying the Minimum Rent by
a fraction,  the numerator of which is the square foot floor area  determined by
Landlord's  architect and the denominator of which is the square foot floor area
originally  set forth in this  Section 1.1, and Tenant shall be obligated to pay
such Minimum Rent, as adjusted,  from the Commencement  Date, subject to further
adjustments as provided in this Lease. Each monthly installment  provided for in
Section 2.1 shall be  recomputed  and shall be that dollar  amount which results
from dividing the adjusted  Minimum Rent by twelve (12).  Any and all references
to the  Minimum  Rent (or the  monthly  installments  thereof)  shall be  deemed
references  to the  Minimum  Rent as computed by  application  of this  Section,
subject,  however,  to the adjustments  set forth  elsewhere in this Lease.  For
purposes of this Lease,  in  determining  the gross  leasable  floor area or the
gross leased and  occupied  floor area of the  Shopping  Center,  there shall be
excluded  therefrom  project areas and offices,  common areas and/or areas under
Landlord's  control (e.g.,  electrical/utility  room, etc.). The exterior walls,
roof,  storefront  and the area  beneath  the Leased  Premises  are not  demised
hereunder,  and the use thereof,  together with the right to install,  maintain,
use,  repair and replace pipes,  ducts,  conduits,  wires,  tunnels,  sewers and
structural  elements leading through the Leased Premises in locations which will
not  materially  interfere  with Tenant's use thereof and serving other parts of
the Retail  Development,  is hereby reserved to Landlord.  Landlord  reserves an
easement above Tenant's  finished  ceiling or light line to the roof for general
access purposes and in connection  with the exercise of Landlord's  other rights
under this Lease.

     Section 1.2 Term. The term of this Lease (the "Term") shall be for a period
commencing on the Commencement  Date (as defined in the Data Sheet hereof),  and
expiring  at 11:59  p.m.  local  time on the final day of the month in which the
Term  expires  or other  specified  date as set  forth in the  Data  Sheet  (the
"Expiration  Date"),  unless sooner terminated in accordance with the provisions
thereof and shall  include any option or extended  period.  The term "full year"
and "year" as used in this Section shall mean consecutive periods of twelve (12)
months each following the Commencement Date. For all purposes of this Lease, the
term "Lease Year" shall have the following  meaning:  the first Lease Year shall
be a period beginning with the Commencement  Date and ending on the 31st of next

<PAGE>
following the Commencement  Date, and after the first Lease Year, the term Lease
Year shall  mean a fiscal  period of twelve  (12)  consecutive  calendar  months
commencing  on ~ of each  calendar  year,  except that the last Lease Year shall
terminate on Expiration Date or sooner  termination of this Lease. If the Leased
Premises are not  delivered to Tenant on or before the  expiration of thirty-six
(36) months after the date of  Landlord's  execution of this Lease,  then either
party may cancel  and  terminate  this Lease upon sixty (60) days prior  written
notice to the  other,  in which  event  neither  party  shall  have any  further
obligation or liability to the other;  provided,  however,  that if Landlord has
commenced  construction  of  the  Shopping  Center,  then  Tenant  shall  not be
permitted to terminate in the foregoing manner. Following the Commencement Date,
Landlord may submit to Tenant a Commencement  and Expiration Date Declaration in
the form attached' hereto as Exhibit "F",  specifying the information called for
in said form, and Tenant shall execute such Declaration  within thirty (30) days
following  submission  for purposes of certifying  such  information:  provided,
however,  that the  Declaration  shall not be rendered  ineffective  by Tenant's
failure  to execute  same.  If the  Commencement  Date is not the first day of a
month, Minimum Rent for the month in which the Commencement Date occurs shall be
prorated to the end of the month and paid as the second  monthly  installment of
Minimum Rent on the first day of the next month and, after the expiration of the
number of years on the Term,  the Term shall expire on the last date of the same
month in which the  Commencement  Date  occurred,  it being the intention of the
parties  that the Term expire on the last day of the month.  Neither  this Lease
nor the obligations of Tenant  hereunder shall be affected by a postponement and
Landlord shall not be subject to any liability for failure to make possession of
the Leased Premises  available on the  Commencement  Date. When the Commencement
Date has been  determined,  Landlord and Tenant shall execute,  acknowledge  and
deliver a written  statement in recordable form specifying the Commencement Date
and expiration date of the Term and, if there shall have been any changes in the
floor area of the Leased Premises,  such statement shall reflect such changes or
changes.  Said  statement upon execution and delivery shall be deemed to be part
of this Lease. SEE ATTACHED RIDER FOR INSERTS

     Section  1.3  Opening.   Tenant   covenants  and  agrees  to  complete  its
construction  within the Leased  Premises in accordance  with the  provisions of
this Lease,  to satisfy  the  requirements  for  issuance  of a  certificate  of
acceptance  pursuant to Exhibit  "D",  and to open its store for business to the
public not later than the  Commencement  Date.  Notwithstanding  the  foregoing,
Landlord hereby  notifies Tenant that the anticipated  date of the grand opening
of the Shopping  Center (the "Grand  Opening") is (deletion) and Tenant shall be
obligated  to open its store  for  business  to the  public on such date or such
other date as Landlord  may  establish  from time to time for the Grand  Opening
upon written notice to Tenant. SEE ATTACHED RIDER FOR INSERTS

     Section 1.4 Late  Opening  (deletion)  event  Tenant shall fail to open its
store for business to the public upon the  Commencement  Date,  then in order to
compensate  Landlord for its loss,  Tenant  shall pay to Landlord as  additional
rent (as defined in Section  2.3) over and above the Minimum  Rent and all other
charges to be paid by Tenant to  Landlord  pursuant  to his  Lease,  a sum in an
amount  equal to $100 per day for the  Commencement  Date and each day after the
Commencement  Date that Tenant shall have failed to open its store for business.
This remedy shall be in addition to any and all other  remedies  provided for in
the Lease in the event of such  failure to open.  Such  additional  late opening
rent shall be deemed to be in lieu of any  Percentage  Rent that might have been
earned  during the period of Tenant's  failure to open.  SEE ATTACHED  RIDER FOR
inserts


<PAGE>
                                   ARTICLE II


                                RENT AND DEPOSIT

     Section 2.1.  Minimum  Rent.  During the entire term of this Lease,  Tenant
shall pay annual minimum rental  ("Minimum  Rent") for the Leased  Premises from
the Commencement Date in the amount set forth in the Data Sheet attached hereto,
which sum shall be payable by Tenant in equal consecutive  monthly  installments
in the sum set forth in the Data Sheet attached  hereto,  on or before the first
day of each  month,  in  advance.  The  Minimum  Rent  and  each of the  monthly
installments of Rent called for hereunder shall be payable to Landlord,  without
demand,  deduction,  set-off or counter-claim.  The first installment of Minimum
Rent shall be paid concurrently with the Commencement  Date. If the Commencement
Date occurs on other than the first day of a month,  the second  installment  of
Minimum Rent shall be prorated at a daily rate on the basis of a thirty (30) day
month.

     Section 2.2.  Percentage  Rent. (a) During and for each Lease Year,  Tenant
shall pay annual  percentage  rent  ("Percentage  Rent") equal to the Percentage
Factor (see Data Sheet)  multiplied by all "Gross Sales" resulting from business
conducted in, on or from the Leased Premises during such Lease Year in excess of
the  amount  of Gross  Sales set forth in the Data  Sheet  (which  sum is herein
called the "Sales Break  Point").  For purposes of computing  annual  Percentage
Rent the Sales  Break Point for any Lease Year shall be  calculated  as follows:
each Sales Break Point which was  effective  during any such Lease Year shall be
multiplied  by a fraction,  the  numerator of which is the number of days in the
Lease Year that such Sales  Break Point was  effective  and the  denominator  of
which is the  actual  number of days in such Lease Year  (herein  the  "Adjusted
Sales Break Point") and the sum of the Adjusted  Sales Break Points shall be the
Sales  Break  Point for such Lease  Year.  "Gross  Sales" is defined to mean the
total amount of the actual sales price,  whether for cash or  otherwise,  of all
sales of  merchandise  or services  arising out of or payable on account of (and
all other  receipts or amounts  receivable  whatsoever  with respect to) all the
business  conducted  in,  on, or from the  Leased  Premises  by or on account of
Tenant or any  sublessee,  assignee  or  concessionaire  of  Tenant  for cash or
otherwise,  including all orders for merchandise taken from or filled at or from
the Leased Premises,  including all deposits not refunded to customers. A "sale"
shall be deemed to have been  consummated,  for purposes of this Lease,  and the
entire  amount of the sale price shall be included in Gross Sales,  at such time
as (i) the transaction is initially reflected in the books or records of Tenant,
or any sublessee,  assignee or  concessionaire of Tenant, or (ii) Tenant or such
other  entity  receives  all or any  portion  of the sales  price,  or (iii) the
applicable  goods or services are  delivered to the  customer,  whichever  first
occurs, irrespective of whether payment is made in installments, the sale is for
cash or credit or  otherwise,  in a cash  register  or cash  registers  having a
cumulative  total,  which shall be sealed in a manner  approved by Landlord  and
which shall possess such other features as shall be required by Landlord.  There
shall be no  deduction  allowed for direct or indirect  discounts,  rebates,  or
other reductions on sales,  unless generally  offered to the public on a uniform
basis.  Tenant may exclude from Gross Sales sales to employees at a discount not

<PAGE>
available to the general public, bad debts when written off the books of Tenant,
and  credit  card  charges  provided,  however,  that  in  the  aggregate,  such
exclusions  do not exceed  three  percent (3%) of Gross Sales in any Lease Year.
Tenant may also exclude from Gross Sales any transfer of goods between  Tenant's
other stores,  and returns to shippers or manufacturers.  The term "Gross Sales"
shall also exclude  proceeds from any sales tax,  gross  receipts tax or similar
tax, by whatever name called which are separately  stated and in addition to the
purchase  price,  refunds  given to customers for  merchandise  purchased at the
Leased  Premises and returned or exchanged,  and sales of Tenant's  fixtures and
equipment  not  in  the  ordinary   course  of  Tenant's   business.   The  term
"merchandise"  as used in this Lease shall  include food and beverages if Tenant
is permitted to sell such items pursuant to Section 4.1 hereof.

     (b) Tenant  shall  keep at the Leased  Premises  or at  Tenant's  executive
offices  within the  continental  United States a full and accurate set of books
and records adequately showing the amount of Gross Sales in each Lease Year. The
books and records to be kept by Tenant shall include,  without  limitation,  (i)
cash register  tapes,  including tapes from temporary  registers;  (ii) serially
pre-numbered  sales slips;  (iii) detailed original records of any exclusions or
deductions from Gross Sales; (iv) sales tax records; and (v) such other records,
if any, which would normally be examined by an independent  accountant  pursuant
to accepted  auditing  standards in performing an audit of Tenant's sales.  Such
books and records shall be kept in accordance with generally accepted accounting
principles  and  practices  and shall be  retained by Tenant for a period of not
less than two (2) years  following  the end of the Lease Year to which they have
reference.  When and as  Landlord  may  reasonably  require,  Tenant  shall also
furnish to Landlord any and all statements, information, and copies of sales and
income tax reports and returns  which  separately  show  financial  data for the
Leased  Premises,  and inventory  records and other data evidencing Gross Sales.
Within five (5) days following the end of each calendar month of the term hereof
Tenant shall  submit to Landlord an unaudited  statement of Gross Sales for such
calendar month.  All Gross Sales statements to be supplied by Tenant to Landlord
shall be in such form and with such detail as Landlord  shall deem  necessary or
desirable.  Within  twenty  (20)  days  following  the end of the month in which
Tenant's  Gross Sales for the Lease Year to date  exceed the Sales Break  Point,
and each month  thereafter,  Tenant  shall pay to Landlord  Percentage  Rent and
shall submit to Landlord a statement certified by Tenant setting forth the Gross
Sales  for each such  period.  Within  authorized  representative  or  financial
officer of Tenant setting forth the amount of Gross Sales during such Lease Year
and showing the amount of Percentage Rent required to be paid by Tenant for such
Lease Year. The full amount of Percentage  Rent due shall be paid to Landlord no
later  than  sixty  (60) days  after the end of each  Lease  Year and any excess
Percentage Rent paid shall be credited against Tenant's next due Percentage Rent
payment,  except for the final Lease Year of the Term,  when any excess shall be
refunded to Tenant.  Landlord and/or Landlord's auditor shall have the right, at
anytime upon  reasonable  notice and after ten (10)  business  days,  to inspect
and/or to audit the records of Tenant  relating to Gross  Sales.  If Gross Sales
exceed those reported, Tenant shall immediately pay any deficiency in Percentage
Rent owing to Landlord. If Gross Sales vary from those reported by three percent
(3%) or more, Tenant shall pay Landlord's cost of inspection and audit.


<PAGE>
     If Gross Sales vary from those reported by (I) five percent (5%) or more in
any one (1) Lease Year, or (ii) three percent (3%) or more for any two (2) Lease
Years out of any five (5) Lease Years,  then Landlord  shall have the right,  it
its sole option,  to terminate this Lease, with Tenant remaining liable for sums
due and owing  under this Lease for the  balance of the term as  originally  set
forth in Section 1.2 hereof.  Tenant  agrees in the event  Tenant  shall fail to
timely submit Gross Sales statement as required by this Section  2.2(b),  Tenant
shall pay on demand a late fee of Fifty and 00/lOOths  Dollars ($50.00) per late
statement, as additional rent.

     (c) In the event that any Lease Year  during the Term is less than  exactly
twelve (12) full calendar months or if Tenant shall fail to operate its business
in the Leased  Premises  in the manner and on each day as  required  pursuant to
Article IV hereof,  then, for the purpose of computing the  Percentage  Rent for
any such short Lease Year,  or such Lease Year  affected by Tenant's  failure to
operate,  the Sales  Break  Point  for such  Lease  Year  shall be  adjusted  by
multiplying the Sales Break Point otherwise  applicable for such Lease Year by a
fraction,  the  numerator  of which  shall be the actual  number of days in such
short Lease Year or the actual  number of days in such Lease Year  during  which
Tenant was open for business and  operating in  accordance  with Article IV, and
the  denominator of which shall be "360". In the event that the first Lease Year
is less than six (6) months in length,  then the  Percentage  Rent covering such
Lease  Year  shall be paid on Gross  Sales in excess of the  Sales  Break  Point
computed on a prorata basis for the period  beginning on the  Commencement  Date
and  ending on the  succeeding  December  31. For the  purpose of the  aforesaid
calculation,  Tenant's  Gross  Sales in excess of the Sales Break Point shall be
determined for the first (1 St) full twelve (1 2) calendar months  following the
Commencement  Date and Percentage  Rent shall be paid on such excess prorated as
to the number of days of a full  calendar  year which are  included in the first
(1st) Lease Year.

     (d) (deleted)


     Section 2.3.  Payments By Tenant.  Throughout the Term, Tenant shall pay to
Landlord,  without demand,  deductions,  set-offs or counterclaims,  the "Rent",
which is hereby defined as the sum of the Minimum Rent,  Percentage Rent and all
additional  rent (as  herein  defined),  when  and as the same  shall be due and
payable hereunder.  Unless otherwise stated, all sums of money or charges of any
kind or nature,  in addition to Minimum  Rent and  Percentage  Rent,  payable by
Tenant to Landlord  pursuant to this Lease or the exhibits  attached  hereto are
defined as "additional  rent",  and are due thirty (30) days after the rendering
of an invoice therefor, without any deductions,  set-offs or counterclaims,  and
failure to pay such sums of money or charges  shall carry the same  consequences
as Tenant's  failure to pay Minimum Rent or  Percentage  Rent.  All payments and
charges required to be made by Tenant to Landlord  hereunder shall be payable in
United States funds,  at Landlord's  principal  place of business at the address
set forth on page 1 of this Lease,  unless otherwise specified by written notice
from Landlord to Tenant. No payment by Tenant or receipt by Landlord of a lesser
amount  than the  correct  rent  shall be deemed to be other  than a payment  on
account and no  endorsement  or  statement  on any check or other  communication
accompanying  a check for  payment of any  amounts  payable  hereunder  shall be
deemed an accord and satisfaction, and Landlord may accept such check in payment
without prejudice to Landlord's right to recover the balance of any sums owed by
Tenant hereunder or to pursue any other remedy available in this Lease, or under
law, against Tenant.

     Section 2.4. Security Deposit. (deleted)


<PAGE>
     Section 2.5. Late Charge. In the event any Rent or sums required  hereunder
to be paid are not received on or before  the--i-calendar day after the same are
due, then,  for each and every late payment,  Tenant shall  immediately  pay, as
additional  rent,  a service  charge  equal to the greater of (a) Fifty  Dollars
($50.00),  lb) Ten Dollars  ($10.00) a day for each day such  payment is late or
Ic) four  percent  (4%) per  month of the  total  receivable  balance  of Tenant
outstanding.  In the event of Tenant's failure to pay the foregoing late charge,
Landlord may deduct said charge from the security  deposit  described in Section
2.4 hereof.  The provisions herein for late payment service charges shall not be
construed  to extend  the date for  payment of any sums  required  to be paid by
Tenant  hereunder or to relieve Tenant of its obligation to pay all such sums at
the time or times herein stipulated. Notwithstanding the imposition of such late
charges  pursuant to this  Section 2.5,  Tenant  shall be in default  under this
Lease if any or all  payments  required  to be made by Tenant are not made on or
before the time due and as  stipulated  in Article  XIV,  and neither the demand
for, nor collection by,  Landlord of such late payment  service charges shall be
construed as a cure of such default on the part of Tenant. It is agreed that the
said late charge is a fair and  reasonable  charge under the  circumstances  and
shall not be  construed as interest on a debt  payment.  In the event any charge
imposed  hereunder or under any other section of this Lease is neither stated to
be or construed as interest, then no such interest charge shall be calculated at
a rate which is higher  than the maximum  rate which is allowed  under the usury
laws of the State,  which maximum rate of interest shall be substituted  for the
rate in excess thereof, if any, computed pursuant to this Lease.

     SEE ATTACHED RIDER FOR INSERTS


                                   ARTICLE III

                         PREPARATION OF LEASED PREMISES

     Section 3.1. Landlord's Work. Landlord shall construct the building wherein
the Leased  Premises are to be located and perform the work described in Exhibit
"C"  ("Landlord's  Work") at  Landlord's  cost and expense,  except as otherwise
provided in Exhibit "C". All work done by Landlord at Tenant's  expense shall be
paid for within thirty (30) days after the  presentation to Tenant of a bill for
such work.  Acceptance of possession by Tenant shall be conclusive evidence that
Landlord's Work to the date of possession has been fully performed in the manner
required.  Any  items of  Landlord's  Work  which  are not  completed  as of the
Delivery of Possession Date (as herein defined) shall be identified by Tenant on
a punch list to be  submitted  to  Landlord  within  thirty (30) days after such
delivery  and  Landlord  shall  thereafter  complete  the  same.  Any  items  of
Landlord's  Work which are not timely  identified  on such a punch list shall be
deemed completed.

     Section  3.2.  Delivery  and  Possession.   (a)  Landlord,  or  Landlord's,
supervising  architect,  shall give Tenant at least ten (10) days' prior written
notice of the date on which Landlord's Work will be  substantially  completed in
accordance  with  Exhibit "C" to the extent that Tenant shall be able to perform
its  work in the  Leased  Premises  without  substantial  interference  from the
conduct of Landlord's  Work,  and the Leased  Premises will be available for the
performance  of Tenant's  Work.  The date which is ten (10) days after  Landlord
notified  Tenant of  delivery  of  possession  of the Leased  Premises  shall be
defined as the "Delivery of Possession  Date'"  provided,  however,  that in the
event the Shopping Center shall have initially  opened for business prior to the
Commencement Date, then the foregoing notice requirement shall  automatically be
deemed to be reduced to a five (5) day notice requirement.  Tenant covenants and
agrees to take  physical  possession  of the Leased  Premises on the Delivery of
Possession Date. The Delivery of Possession Date shall be subsequently confirmed
by Landlord, or Landlord's supervising  architect,  by written notice to Tenant.
Failure of Landlord to deliver possession of the Leased Premises within the time
and in the condition  provided for in this Lease will not give rise to any claim
for damages by Tenant against  Landlord or permit Tenant to rescind or terminate
this Lease.
<PAGE>
     (b) Provided  Tenant  shall not  interfere  with the conduct of  Landlord's
Work, and subject to Landlord's  reasonable  rules and  regulations,  Tenant may
enter the Leased  Premises  during  normal  working  hours  during the course of
Landlord's  Work for the purpose of  inspecting  the Leased  Premises and making
measurements.  At such  time  prior to the  Delivery  of  Possession  Date  that
Landlord's Work has progressed sufficiently to permit Tenant to perform its work
without  interfering  with  Landlord's  Work,  Landlord  may,  but  shall not be
required  to,  notify  Tenant of the same,  and Tenant may then enter the Leased
Premises in order to begin to install its store  fixtures and perform such other
work as may be required  under the  provisions of this Lease,  in order to ready
the store for  opening.  Throughout  the period of Tenant's  Work,  Tenant shall
schedule  its  work so as not to  interfere  with any work  being  performed  by
Landlord or by any other tenant in the Shopping  Center.  SEE ATTACHED RIDER FOR
INSERTS

     Section 3.3.  Tenant's Work. (a) Tenant agrees,  prior to the  Commencement
Date,  at Tenant's  sole cost and  expense,  to  diligently  perform all work of
whatever nature in accordance with Tenant's obligations set forth in Exhibit "D"
("Tenant's  Work") and all other  related  work  necessary  to  prepare  for the
opening to the public of Tenant's  store in the Leased  Premises  in  accordance
with the provision of this Lease. Tenant agrees to furnish to Landlord the Store
Design  Drawings  and Working  Drawings and  Specifications  with respect to the
Leased Premises  prepared in the manner and within the time periods  required in
Exhibit "D" attached  hereto.  If such Store Design Drawings or Working Drawings
and  Specifications  are not furnished by Tenant to Landlord within the required
time period(s) in form to permit approval by Landlord, then the Fixturing Period
(as  described in the Data Sheet) shall be reduced by one (1) day of each day of
delay by Tenant in submitting said plans, drawings and specifications.  Landlord
shall  exercise  reasonable  efforts to respond to drawings  and  specifications
submitted  by Tenant  pursuant  to this Lease  within  seven (7)  business  days
following Landlord's receipt of such drawings and specifications from
Tenant.  In the event of  Landlord's  failure to respond  within  such seven (7)
business day period,  the Fixturing  Period as described in the Data Sheet shall
be  extended by one (1) day for each day of  additional  delay by  Landlord.  No
material  deviations from the final plans and  specifications,  once approved by
Landlord,  shall  be  permitted  unless  necessary  to  comply  with  applicable
governmental requirements. Landlord's approval of Tenant's Store Design Drawings
and Working  Drawing and  Specifications  shall not constitute the assumption of
such items.  Tenant's  Work shall  include  the  installation  of  fixtures  and
equipment and the stocking of the Leased  Premises  with  suitable  merchandise.
Tenant covenants that all such fixtures and equipment visible to customers shall
be new and  otherwise  acceptable  to  Landlord  in  appearance.  In addition to
conforming to the  requirements  specified in Exhibit "D", all work performed by
Tenant  shall  comply  with  such  rules and  regulations  as  Landlord  and its
representatives may make, provided that such rules and regulations are uniformly
applied to all similarly  situated  Shopping Center tenants under  construction.
Unless Landlord  otherwise directs in writing,  Tenant shall not open the Leased
Premises for business until all construction has been completed  pursuant to the
provisions  of Exhibit  "D".  It is further  understood  and  agreed  that:  (i)
Landlord shall have no responsibility  or liability  whatsoever for any loss of,
or damage to, any fixtures, equipment,  merchandise, or other property belonging
to  Tenant,  installed  or left in the  Leased  Premises  except  to the  extent
resulting  from the negligence or  intentional  acts of Landlord,  its agents or
employees;  and (ii) Tenant's  entry upon and  occupancy of the Leased  Premises
prior to the  Commencement  Date  shall be  governed  by and  subject to all the
provisions,  covenants and conditions of this Lease. Tenant shall obtain, at its
sole cost, and immediately  thereafter furnish to Landlord, all certificates and
approvals with respect to work done and installations made by Tenant that may be
required for the issuance of a certificate of occupancy of the Leased  Premises,
so that such  certificate of occupancy  shall be issued and the Leased  Premises
shall be ready for the opening of Tenant's  business on the  Commencement  Date.
Upon the issuance of the  certificate  of  occupancy,  a copy  thereof  shall be
immediately  delivered to Landlord.  Promptly  upon the  completion of its work,
Tenant  shall  repair.  clean and restore all  portions of the  Shopping  Center
affected by Tenant's Work to their prior condition.


<PAGE>
     (b) The  interest  of  Landlord  in the  Leased  Premises  and  the  Retail
Development  shall not be subject to liens for improvements made by or on behalf
of Tenant.  Nothing  contained  in this Lease shall be construed as a consent on
the part of Landlord to subject  Landlord's estate in the Leased Premises or the
Retail  Development to any lien or liability under  applicable law. In the event
that any  mechanic's,  materialman's  or other  lien or any  notices  of  claim,
including without limitation,  stop notices (herein "lien") is filed against the
Leased Premises or Retail  Development as a result of any work, labor,  services
or  materials  performed  or  furnished,  or alleged to have been  performed  or
furnished  to or for Tenant or to or for  anyone  holding  the  Leased  Premises
through or under  Tenant,  Tenant,  at is  expense,  shall  cause the lien to be
discharged or fully bonded to the  satisfaction  of Landlord  within thirty (30)
days after  notice of the filing  thereof.  If Tenant fails to discharge or bond
against said mechanic's,  materialman's or other lien, Landlord may, in addition
to any other remedies  Landlord may have, but without  obligation to do so, bond
against or pay the lien  without  inquiring  into the validity or merits of such
lien and all sums so advanced,  including  reasonable  attorney fees incurred by
Landlord in defending against such lien,  procuring the bond or in the discharge
of such lien,  shall be paid by Tenant on demand as additional rent. It shall be
Tenant's continuing  obligation to keep and maintain the Leased Premises and all
other parts of the Retail Development free from any and all liens arising out of
any work performed, materials furnished or obligations incurred by or for Tenant
in connection with the Leased  Premises.  In addition,  Tenant shall replace any
bonds  posted by Landlord  pursuant  hereto with a suitable  bond of  equivalent
amount within twenty (20) days after Landlord's demand therefor.

     (c) Upon the  expiration of each five (5) year portion of the Term,  Tenant
shall,  within thirty (30) days after  direction from Landlord,  submit drawings
and  specifications  showing the work to be  performed  by Tenant to  completely
refurbish  the  interior  portions  of  Leased  Premises.  Tenant  shall  not be
required,  pursuant to this Section 3.3(c),  to reconstruct the Leased Premises.
The work  required of Tenant  hereunder  shall  specifically  include  work with
respect  to  the  following  items:  wall  covering,  floor  covering,  ceiling,
storefront sign, and surfaces visible to customers.  Tenant will cause such work
to be performed not later than ninety (90) days following the date of Landlord's
direction in accordance  with drawings and  specifications  approved by Landlord
specifying the  refurbishing  work to be done by Tenant.  All such work shall be
carried out in  accordance  with the  provisions  of this Lease,  including  the
provisions of this Section 3.3 governing construction of the Leased Premises.

     Section 3.4.  Alterations  by Tenant.  Tenant shall not make or cause to be
made any  alterations,  repairs,  additions or  improvements in or to the Leased
Premises (for example,  but without  limiting the  generality of the  foregoing,
Tenant shall not install or cause to be installed any exterior signs or interior
signs visible from the exterior except as permitted by Section 4.3 hereof, floor
covering,  interior or exterior lighting, plumbing fixtures, shades, canopies or
awnings  or make  any  changes  to the  storefront,  mechanical,  electrical  or
sprinkler  systems) without the prior written consent of Landlord.  Tenant shall
submit to Landlord plans and specifications for such work at the time consent is
sought,  in accordance  with the criteria and  procedures as provided in Exhibit
"D". In the event  Landlord  grants such  consent,  such  alterations,  repairs,
additions or improvements  shall be performed in good and workmanlike manner and
in  accordance  with all  applicable  legal and insurance  requirements  and all
drawings or  specifications  approved by Landlord,  and in  accordance  with the
provisions  of this Lease,  including  the  provisions  of Section 3.3 governing
construction  of the Leased  Premises.  Any work  performed  by Tenant  shall be
subject to  Landlord's  inspection  and approval  after  completion to determine
whether the same  complies  with the  requirements  of this Lease.  Prior to the
commencement  of any such work by Tenant,  Tenant  shall  obtain  the  insurance
required in Section 8.2. Tenant agrees that Landlord shall have the right, at no
expense to  Landlord,  to require  Tenant to furnish  Landlord  with payment and
performance  bonds  guaranteeing  the  completion  of any repairs,  alterations,
additions or improvements  (structural or otherwise) required or permitted to be
performed by Tenant under any provisions of this Lease.  Tenant may from time to
time make non-structural  alterations to the Leased Premises, without Landlord's
prior  written  approval,  the total cost of which shall not exceed Ten Thousand
Dollars  ($10,000.00) in any year; provided,  however,  that Tenant shall not be
permitted to alter the sign or the storefront


<PAGE>
without the prior  written  consent of Landlord,  and provided  further that any
such  nonstructural  alterations shall not change the overall  appearance of the
Leased Premises as originally approved by Landlord.

     Section  3.5.  Removal by Tenant.  All repairs,  alterations,  decorations,
additions and improvements  made by Tenant shall be deemed to be attached to the
leasehold and to have become the property of Landlord upon such attachment, and,
upon the expiration or sooner termination of this Lease, Tenant shall not remove
any such alterations,  decorations,  additions and  improvements;  provided that
trade fixtures installed by Tenant may be removed if all Rent due herein is paid
in full and Tenant is not  otherwise  in default  hereunder;  provided  further,
however,  that  Landlord  may  designate  by  written  notice  to  Tenant  those
alterations,  decorations,  additions and improvements which shall be removed by
Tenant at the  expiration or termination of this Lease and Tenant shall promptly
remove the same and repair  any  damage to the  Leased  Premises  caused by such
removal.


                                   ARTICLE IV

                               CONDUCT OF BUSINESS

     Section 4.1. Use and Trade Name.  Tenant shall  continuously use and occupy
the Leased  Premises  during the Term solely for the purpose of  conducting  the
business  specifically  set forth in the Data Sheet and for no other  purpose or
purposes.  Throughout  the Term,  Tenant  shall (a) operate its  business in the
Leased  Premises under the trade name  specifically  set forth in the Data Sheet
and under no other so long as such name shall not be held to be in  violation of
any  applicable  law,  (b) not change the  advertised  name or  character of the
business  operated in the Leased  Premises,  (c) refer to the Shopping Center by
name in  designating  the location of the Leased  Premises in all  newspaper and
other  advertising  within  the  Shopping  Center  market  area and in all other
references  to the  location of the Leased  Premises,  and (d) during the period
from the Delivery of  Possession  Date  through  sixty (60) days  following  the
Commencement Date, to include in all Tenant's  newspaper  advertising within the
Shopping Center market area the designation  that Tenant is opening for business
in the Retail Development.  If any governmental license(s) or permit(s) shall be
required  for the proper and lawful  conduct of  Tenant's  business or any other
activity  carried on in the Leased  Premises,  or if a failure to procure such a
license or permit might, or would in any way,  adversely  affect Landlord or the
Shopping  Center,  then  Tenant,  at Tenant's  expense,  shall duly  procure and
thereafter  maintain  such  license  (5) or  permit(s)  and  submit the same for
inspection by Landlord.  Tenant, at Tenant's expense, shall at all times, comply
with the  requirements  of such  license(s) or permit(s).  Except as provided in
Section 1.3,  Tenant shall open its store in the Leased Premises for business to
the public on the Commencement Date, and shall thereafter diligently conduct its
regular  business  operations in the Leased Premises as required by the terms of
this Lease.

     Section 4.2.  Operation of Business.  Tenant shall open for business in the
Leased Premises and remain open during the entire Term and continuously  operate
its business in the entire area of the Leased  Premises  during the entire Term.
Tenant  shall  conduct its  business at all times in a high class and  reputable
manner,  maintaining,  at all times,  a full staff of  employees  and a complete
stock of merchandise. Tenant shall install and maintain, at all times, a display
of merchandise in the display  windows (if any) of the Leased Premises and shall
keep the same well lighted during all hours that the Shopping  Center is open to
the public  and  during  such other  hours as may be  reasonably  designated  by
Landlord, but in no event more than one (1) hour after the close of busines3. In
no event shall Tenant conduct or advertise any auction,  fire sale, going out of
business  sale,  or  bankruptcy  sale in or about the  Leased  Premises  without
Landlord's prior written consent in each instance, which consent may be withheld
by  Landlord  in its sole and  absolute  discretion.  Tenant  shall  conduct its
business in the Leased  Premises in a lawful manner and in good faith during all
days and hours  specified by Landlord.  Tenant shall not use or allow the Leased
Premises to be used for any  improper,  immoral or  objectionable  purposes,  as
determined  by  Landlord,  and Tenant shall not do any act tending to injure the
reputation of the Shopping Center as determined by Landlord.


<PAGE>
     Section 4.3.  Sign.  Tenant shall install and maintain one (1) sign affixed
to the front of the Leased  Premises,  subject to the prior written  approval of
Landlord as to design and location and  conforming to all  applicable  legal and
insurance  requirements.  Tenant's sign shall conform to the  specifications and
requirements  contained  in Exhibit "E" attached  hereto.  Tenant shall keep its
approved  storefront  sign lighted during all hours that the Shopping  Center is
open to the public and during such other hours as may be  reasonably  designated
by Landlord, but in no event more than one (1) hour after the close of business.
Tenant  shall  pay for all  costs in  connection  with  such  sign and  shall be
responsible  for the cost of proper  installation  and  removal  thereof and any
damage caused to the Leased  Premises  thereby.  In the event  Landlord deems it
necessary  to remove  such sign,  then  Landlord  shall have the right to do so,
provided,  however,  that if the  sign has  received  Landlord's  prior  written
approval and is consistent with the  specifications  and requirements of Exhibit
"E",  Landlord  shall  replace  said  sign  as soon as  practicable.  Except  as
mentioned  above,  Tenant  shall not  place or cause to be  placed,  erected  or
maintained on any exterior door, wall or window of the Leased  Premises,  or the
glass of any window or door of the Leased Premises, or on any sidewalk or within
any display window space in the Leased Premises,  or within five (5) feet of the
front of the  storefront  lease line or opening,  or within any  entrance to the
Leased  Premises,  or  otherwise  visible  from  the  enclosed  mall,  any  sign
(flashing, moving, hanging, handwritten or otherwise), decal, placard, flashing,
moving or hanging lights,  lettering or any other advertising matter of any kind
or description.  No symbol,  design,  name, mark or insignia adopted by Landlord
for the Retail  Development  shall be used without the prior written approval of
Landlord.  Any interior signs must be in good taste and prepared  professionally
(not  hand-lettered)  so as not to  detract  from the  appearance  of the Leased
Premises or the Shopping  Center.  Any sign or display visible from the exterior
of the Leased  Premises which does not meet the above criteria may be removed at
any time by Landlord  without  Landlord  incurring any liability  therefor,  and
without such removal  constituting a breach of this Lease or entitling Tenant to
claim damages on account thereof.


     Section 4.4. Tenant's Warranties.  Tenant warrants,  represents,  covenants
and agrees that,  in the operation of its business  within the Leased  Premises,
Tenant shall:  (a) pay before  delinquency  any and all taxes,  assessments  and
public  charges  levied,  assessed or imposed upon  Tenant's  business,  or upon
Tenant's fixtures,  furnishings or equipment in the Leased Premises, or upon any
leasehold  interest or personal  property of any kind,  owned by or placed in or
about the Leased  Premises by Tenant or by anyone  claiming by, through or under
Tenant, including,  without limitation,  any transfer taxes, and pay when and as
due all license fees, permit fees and charges of a similar nature on the conduct
by Tenant or by anyone claiming by, through or under Tenant,  including  without
limitation, any transfer taxes, and pay when and as due all license fees, permit
fees and charges of a similar  nature of the conduct by Tenant or any  subtenant
or  concessionaire  of any business or  undertaking  authorized  hereunder to be
conducted  in  or  from  the  Leased   Premises;   (b)  observe  all  reasonable
requirements  promulgated by Landlord at any time and from time to time relating
to delivery vehicles,  the delivery of merchandise,  and the storage and removal
of trash and  garbage;  (c) not use any space  outside the Leased  Premises  for
sale, storage or any other undertaking;  (d) not use the plumbing  facilities in
the  Leased  Premises  for any  purpose  other  than  that for  which  they were
constructed,  nor dispose of any  foreign  substances  therein;  (e) not use any
advertising  medium or sound devices  inside or adjacent to the Leased  Premises
which  produce or transmit  sounds which are audible  beyond the interior of the

<PAGE>
Leased  Premises;  (f) not permit any odor to emanate  from the Leased  Premises
which is  objected  to by  Landlord  or by any tenant or  occupant of the Retail
Development  (and, upon written notice from Landlord,  Tenant shall  immediately
cease and desist from  causing  such odor,  and Landlord may deem the failure by
Tenant to do so. a material breach of this lease);  (g) keep the Leased Premises
and any platform,  loading dock or service area used by Tenant in a neat, clean,
safe and sanitary  condition;  (h)  promptly  comply with all present and future
laws,   ordinances,   orders,   rules,   regulations  and  requirements  of  all
governmental  authorities having  jurisdiction,  and observe and comply with all
covenants and restrictions of record and all notices from Landlord's  mortgagee,
affecting or applicable to the Retail  Development or affecting or applicable to
the Leased Premises or the cleanliness,  safety,  occupancy and use of the same,
whether  or not any such law,  ordinance,  order,  rule,  regulation,  covenant,
restriction,  or other requirement is substantial, or foreseen or unforeseen, or
ordinary  or  extraordinary,   or  shall  necessitate   structural   changes  or
improvements,  shall interfere with the use or enjoyment of the Leased Premises,
or shall be directed to or imposed  upon Tenant or  Landlord,  and Tenant  shall
hold Landlord  harmless from any and all cost or expense on account  thereof (as
used  in  this  Lease,  the  term  o'legal   requirements"   shall  include  the
requirements set forth in this  subparagraph);  (i) not use the parking areas or
sidewalks, common areas or any space on or about the Retail Development (outside
the Leased Premises) for display, sale, handbilling, advertising,  solicitation.
or any other  similar  undertaking;  and (j)  maintain  and operate the heating,
ventilating  and air  conditioning  system and  equipment  servicing  the Leased
Premises  so as to  adequately  heat and cool  the same and to  maintain  at all
times,  whether or not Tenant is open for business,  temperatures  in the Leased
Premises which will not drain heat or ventilation or air  conditioning  from the
enclosed  mall or other  interior  areas into the Leased  Premises and shall not
discharge heat,  ventilation or air  conditioning  from the Leased Premises into
the enclosed mall or other interior areas;  and (k) be authorized to do business
in the State.

     Section 4.5.  Storage and Office Space.  Tenant shall store or stock-in the
Leased  Premises only such goods,  wares and  merchandise  as Tenant  intends to
offer  for sale at,  in,  from,  or upon the  Leased  Premises.  This  shall not
preclude  occasional  emergency  transfers of merchandise to the other stores of
Tenant, if any, not located in the Shopping Center. Tenant shall use for office,
clerical or other non-selling purposes only such space in the Leased Premises as
is from time to time  reasonably  required for Tenant's  business  therein,  and
Tenant shall not perform any office or clerical  function in the Leased Premises
for any store located elsewhere.

     Section  4.6.  Care of  Premises.  Tenant  shall keep the  Leased  Premises
(including  the  exterior and  interior  portions of all windows,  doors and all
other glass and signs)  orderly,  neat,  safe and clean and free from rubbish or
dirt at all  times and shall  store  all  trash  and  garbage  only in the areas
reasonably  designated  by Landlord  for such storage and  accumulation.  Tenant
shall not move any safe, heavy machinery,  heavy equipment,  or fixtures into or
out of the Leased Premises  without  Landlord's  prior written  consent.  Tenant
agrees that it will not place a load on any floor  exceeding  the floor load per
square  foot which  such  floor was  designed  to carry,  and will not  install,
operate or maintain in the Leased  Premises any heavy  equipment  except in such
manner as to achieve a proper distribution of weight.

     Section  4.7.  Notice by  Tenant.  Tenant  shall give  immediate  notice to
Landlord in case of fire or accidents in the Leased Premises, or in the building
of which the Leased  Premises are part, or of defects therein or in any fixtures
or equipment.

     Section 4.8. Radius. During the term of this Lease, in the event Tenant, or
any person, firm or corporation who or which controls or is controlled by Tenant
(an  "Affiliate")  shall directly or  indirectly,  either  individually  or as a
partner  or  stockholder  or  otherwise,  own,  operate,  or become  financially
interested  in any business  similar to or in  competition  with the business of
Tenant  described  in Article  IV  ("competing  business"),  which  business  is
conducted within the Area (as said term is herein defined), then the Gross Sales

<PAGE>
(as said term is defined in this Lease) of any such  competing  business  within
said Area  shall be  included  in  Tenant's  Gross  Sales  made from the  Leased
Premises and the Percentage  Rent hereunder shall be computed upon the aggregate
of Tenant's  Gross Sales made from the Leased  Premises  and made from each such
competing business then conducted within said Area. Tenant shall be obligated to
provide Landlord with full and complete Gross Sales information and reports with
respect  to any  competing  business  within  the  Area in  accordance  with the
requirements  of  Article  II of this Lease and  Tenant  shall be  obligated  to
include the applicable  portion of the Gross Sales of such competing business in
with the Gross Sales of the Leased  Premises and to pay Percentage  Rent thereon
in accordance  with the terms of this Lease.  The "Area" shall be defined as the
area falling  within the radius of  twenty-five  (25) miles  measured from m the
outside boundary of the Retail Development.  This Section 4.8 shall not apply to
any competing business which

     SEE ATTACHED RIDER FOR INSERTS

is open and is being operated by Tenant or an Affiliate  within said Area on the
Effective Date (as said term is defined in Section 20.19).


                                    ARTICLE V

                                   COMMON AREA

     Section 5.1. Use of Common Area.  Landlord  agrees to cause to be operated,
managed and maintained  during the term of this Lease all of the common areas of
the Shopping Center.  The term "common areas", as used in this Lease, shall mean
the parking areas, pedestrian sidewalks and bridges,  truckways,  loading docks,
delivery  areas,  park  areas,  pedestrian  malls  and  courts,   elevators  and
escalators,  if any, and stairs not contained in leased areas,  public restrooms
and comfort stations,  if any, service areas,  fire, service and exit corridors,
passageways,  landscaped areas,  berms and all other areas or improvements which
may be provided for the  convenience and use of the occupants and tenants of the
Retail Development and their respective agents, employees,  customers, invitees,
and the licensees  and invitees of Landlord.  The use and occupancy by Tenant of
the Leased  Premises  shall  include the  non-exclusive  use, in common with all
others  to whom  Landlord  has or may  hereafter  grant  rights  to use the same
(including,  but not  limited  to, the  owners,  tenants  and  occupants  of the
Shopping  Center),  of the common areas and of such other  facilities  as may be
designated  by  Landlord  from  time to time;  subject,  however,  to rules  and
regulations  for the use  thereof  which  will be  uniformly  applicable  to all
Shopping  Center  tenants,  as  prescribed  from  time to time by  Landlord.  In
particular,  Tenant  and its  employees  shall park their cars only in the areas
specifically  designated from time to time by Landlord for that purpose.  Tenant
covenants  that it will enforce the parking by its employees in such  designated
areas.  Automobile  license  numbers of  employees'  cars shall be  furnished by
Tenant to Landlord within five (5) days after Landlord's  request.  In the event
any vehicle is parked by an employee of Tenant in a  non-employee  parking area,
Landlord  shall  have the right to cause the  vehicle  to be towed to a location
designated  by Landlord and Tenant shall be obligated to reimburse  Landlord for
all towing  charges.  Tenant further agrees to hold harmless and defend Landlord
and its agents and employees  against any and all claims of the employee  and/or
owner of the vehicle towed.  Landlord may, at any time,  close  temporarily  any
common area to make  repairs or changes,  to prevent the  acquisition  of public
rights to such areas and to discourage non-customer use, provided the same shall
not materially  adversely affect access to or visibility of the Leased Premises.
In addition,  Landlord may modify,  from time to time,  the traffic flow pattern
and layout of parking spaces and the entrances-exits to adjoining public streets
or walkways,  utilize portions of the common areas for  entertainment,  displays
and charitable  activities and do such other acts in and to the common areas as,
in its  judgment,  may be desirable  to improve the  convenience  or  attraction

<PAGE>
thereof.  Landlord agrees to maintain all common areas of the Shopping Center in
good order,  condition  and repair and in a safe,  clean,  sightly and  sanitary
condition,  in accordance with good and accepted shopping center practices.  The
maintenance  obligations  of Landlord  shall include,  without  limitation,  the
re-striping  of parking  areas,  when  required,  repairing  of common areas and
adequate  lighting of all  exterior  common  areas  during all hours of darkness
during which Tenant shall be open for business and for one (1) hour thereafter.

     Section 5.2. Common Area Maintenance Expenses.  (a) Tenant agrees to pay to
Landlord  each  Lease  Year,  in  the  manner  hereinafter  provided,   Tenant's
proportionate  share of all costs and expenses  (the  "Common  Area  Maintenance
Expenses")  of every kind and nature paid or incurred by Landlord,  or for which
Landlord  is  obligated,  during  each Lease  Year,  for  operating,  equipping,
policing and protecting,  heating,  air conditioning,  providing  sanitation and
sewer  and  other  services,  lighting,  insuring,   repairing,   replacing  and
maintaining  (i) the common  areas,  and (ii) all buildings and roofs within the
Retail Development,  and (iii) all other areas, facilities and buildings used in
connection with the maintenance  and/or operation of, and whether located within
or outside of, the Retail Development,  including without limitation,  all roads
and driveways serving the Retail Development which are maintained or repaired by
Landlord or at Landlord's  expense.  The Common Area Maintenance  Expenses shall
include,  but are not limited to,  costs and expenses of:  water,  gas,  sewage,
electricity,  refuse  disposal,  air  conditioning,  heating and other utilities
(without  limitation),   including  all  usage,  service,  hook-up,   connection
availability  and/or standby fees or charges pertaining to same, and the utility
costs;  illumination  and  maintenance of signs,  whether  located on or off the
Retail Development property; salaries of all management personnel;  maintenance,
repair and  replacement  of  directories,  electronic  or  otherwise,  cleaning,
lighting,  snow removal and  landscaping;  security control and fire protection;
uniforms for maintenance,  administrative  and security personnel for the Retail
Development;  management  fees;  maintenance for wooded areas,  retention ponds,
wetlands,  rivers and  riverbank  areas;  premiums  for  insurance to the extent
maintained by Landlord, for liability,  casualty and property damage, including,
without limitation,  insurance against vandalism, plate glass breakage, fire and
extended  coverage  insurance and such other coverage as determined by Landlord,
and liability for defamation  and claims of false arrest  occurring in and about
such areas; personal property taxes; maintaining and replacing the equipment, if
any;  supplying  music to such areas;  the reasonable  depreciation of equipment
used in the operation and  maintenance  of such areas;  total  compensation  and
benefits (including premiums for workers' compensation and other insurance) paid
to or on behalf of persons involved in the performance or  administration of the
work  specified in this Section 5.2;  repair,  maintenance  and cleaning of such
areas;  costs and expenses  for water and sewage  usage in the Shopping  Center;
operation,  repair, maintenance and reasonable depreciation of all temporary and
permanent  utility  systems  for  the  Retail  Development,  including,  without
limitation,  heating,  ventilating and air conditioning  systems (HVAC systems),
gas system(s), plumbing system(s); electrical equipment and irrigational pumping
system(s);   operation,  repair,  maintenance  and  reasonable  depreciation  of
emergency  water and  sprinkler  main  system(s) and security  alarm  system(s);
operation, maintenance, repair and replacement of mechanical equipment including
any automatic door openers, elevators,  escalators, lighting fixtures (including
replacement of poles,  tubes and bulbs) and all other items of equipment used in
connection with such areas; paper supplies in restrooms located in or about such
areas; cleaning, lighting, striping and landscaping,  curbs, gutters, sidewalks,
drainage and irrigation ditches,


<PAGE>
conduits, pipes and canals serving the Retail Development;  and there shall also
be added to the foregoing  costs and expenses an amount equal to fifteen percent
(15%) of the  total of all of the  ongoing  costs  and  expenses  as  Landlord's
administrative  fee.  As  stated  throughout  this  Lease,  whenever  Tenant  is
obligated to pay its "proportionate  share",  such share shall be based on gross
leased  and  occupied   floor  area  in  the  Shopping   Center,   and  Tenant's
proportionate share shall be that fraction,  the numerator of which is the total
square  footage of floor area in the Leased  Premises,  and the  denominator  of
which is the total  square  footage  of gross  leased  and  occupied  floor area
(including the Leased Premises) in the Shopping Center.  As used throughout this
Lease, the "gross leased and occupied floor area" in effect for the whole of any
Lease Year shall be the average of the gross leased and  occupied  floor area in
effect on the first day of each calendar month in such Lease Year.

     (1) Prior to the  proration  of such  Common Area  Maintenance  Expenses to
Tenant,  there shall be deducted from the total of such Common Area  Maintenance
Expenses any amount  specifically  contributed  by the Major Tenants toward such
Common Area  Maintenance  Expenses.  It is further agreed that in no event shall
Tenant be obligated for the capital costs of initially  constructing  the Retail
Development or the capital costs of subsequent  expansion  construction  for the
Retail Development (i.e.,  adding new Major Tenants to the Retail Development or
expanding the Shopping Center or the common areas).

     (2) Not more often than once  during each Lease  Year,  Landlord  agrees to
provide,  upon thirty (30) days prior  written  notice,  but in no event earlier
than ninety (90) days following the expiration of any Lease Year, a statement of
Common Area  Maintenance  Expenses,  in  reasonable  detail.  Landlord  shall be
permitted  to  describe  areas of  expenditure  by  category  and  shall  not be
obligated to enumerate each specific expenditure.

     (b) Tenant's  proportionate share of such Common Area Maintenance  Expenses
for each Lease Year shall be paid in advance, in equal monthly installments,  in
the same manner and at the same time as the monthly installments of Minimum Rent
are payable hereunder,  without deduction or diminution of any kind, based on an
amount  estimated  in  advance,  from time to time,  by  Landlord to be Tenant's
obligation  under this  Section  5.2.  Notwithstanding  the above,  in the event
Landlord,  at any time,  determines  that the amount of Common Area  Maintenance
Expenses  actually being paid or incurred by Landlord  exceeds the estimate upon
which  Tenant's  proportionate  share of Common Area  Maintenance  Expenses  was
computed, then Tenant,  following a request from Landlord, shall commence to pay
with the next monthly installment of Minimum Rent due in an amount sufficient to
result  in  Tenant's  paying  its  full  proportionate   share  of  Common  Area
Maintenance  Expenses as computed on the basis of Landlord's revised estimate of
Common  Area  Maintenance  Expenses.  Subsequent  to the end of each Lease Year,
Landlord  shall furnish Tenant with a statement of the actual amount of Tenant's
proportionate share of such Common Area Maintenance Expenses for such period. If
the total  amount paid by Tenant under this Section 5.2 for any Lease Year shall
be less than the actual  amount due from  Tenant for such Lease Year as shown on
such statement, Tenant shall pay Landlord the difference between the amount paid
by Tenant and the actual  amount due,  such  deficiency to be paid within thirty
(30) days after the furnishing of each such  statement,  and if the total amount
paid by Tenant  hereunder for any such Lease Year shall exceed the actual amount
due from Tenant for such Lease Year,  such excess shall be credited  against the
next  installment  due from  Tenant to  Landlord  under this  Section  5.2.  SEE
ATTACHED RIDER FOR INSERTS ARTICLE VI

                             REPAIRS AND MAINTENANCE

     Section 6.1.  Repairs and Maintenance by Landlord.  Landlord agrees to keep
in good  order,  condition  and  repair  the roof  (including  keeping  the roof
watertight),  foundation, exterior (including exterior painting and finish), all
structural  portions of the Leased  Premises  (and of the  building in which the
Leased  Premises are located) and all plumbing and utility lines not exclusively
serving  and not  located  within  the  Leased  Premises.  Should  any  repairs,
modifications  or alterations be required by reason of applicable  law, the same
shall be made by Landlord,  at Landlord's cost and expense,  unless the need for
such repairs, modifications or alterations shall result from Tenant's failure to
perform  its  obligations  under this Lease or from  Tenant's  use of the Leased
Premises for other than general merchandising purposes.  Landlord further agrees
to keep in a safe,  secure  condition  all  buildings in the Shopping  Center In
addition,  for the first  twelve  (12)  months only  following  the  Delivery of
Possession  Date,  Landlord  shall,  upon  written  notice  from  Tenant  of the
necessity  therefor,  correct any defects in  Landlord's  Work within the Leased
Premises.  All costs and  expenses  incurred by Landlord  under this Section 6.1
shall be  included  in Common Area  Maintenance  Expenses,  other than costs and
expenses for Landlord's correction of defects in Landlord's Work.


<PAGE>
     Section 6.2. Repairs and Maintenance by Tenant.  (a) Except for the repairs
and  maintenance  that  Landlord is  specifically  obligated  to make or perform
pursuant  to Section  6.1 above,  throughout  the entire  Term,  Tenant,  at its
expense,   shall  promptly  make  all  repairs  and   replacements  and  perform
maintenance in and to the Leased Premises and all equipment and fixtures therein
or  appurtenant  thereto,  that are  necessary or desirable in order to keep the
Leased  Premises  in good  order,  condition  and repair and in a safe,  dry and
tenantable condition.  Without limiting the generality of the foregoing, Tenant,
at its expense,  shall maintain and promptly make any and all necessary  repairs
to or replacements  of: (i) that portion of any pipes,  lines,  ducts,  wires or
conduits  (whether  contained  within or outside the Leased  Premises) which are
installed  by Tenant or that  exclusively  serve the Leased  Premises;  (ii) the
glass windows,  plate glass doors, and all fixtures or appurtenances composed of
glass that are located in or about the Leased  Premises;  (iii) Tenant's  signs;
(iv) the floors and floor coverings,  doors and door frames,  windows and window
frames,  walls,  storefront,  including  security gates,  grilles or enclosures,
locks and closing devices,  partitions and ceilings in the Leased Premises;  (v)
heating,  ventilating,  air  conditioning,  electrical  and  plumbing  system(s)
equipment and fixtures (whether contained within or outside the Leased Premises)
which


are installed by Tenant or which exclusively serve the Leased Premises; and (vi)
the Leased  Premises or any part of the Shopping Center when repairs thereto are
necessitated by any act or omission (negligent or otherwise) of Tenant or any of
Tenant's agents,  employees or invitees,  or by the failure of Tenant to perform
any of its obligations under this Lease. Notwithstanding the foregoing, Landlord
shall be responsible for repairs and maintenance  necessitated by the negligence
or intentional acts of Landlord,  its agents or employees.  Notwithstanding  any
contrary  provision of this Article VI, Tenant,  at its expense,  shall make any
and all repairs to the Leased  Premises as may be  necessitated by any break-in,
forcible entry or other trespass into or upon the Leased Premises, regardless of
whether  or not such entry and  damage is caused by the  negligence  or fault of
Tenant or occurs during or after business hours.  Tenant, at its expense,  shall
change all air  conditioning  filters at least five (5) times per year and shall
have the air conditioning system professionally inspected and generally serviced
at least twice per year.

     (b) Tenant shall keep and maintain the Leased Premises in a clean, sanitary
and safe  condition in  accordance  with the laws of the State and in accordance
with all  directions,  rules and  regulations  of the health  officer,  building
inspector,  the National Fire Protection  association and any other officials of
the governmental  agencies having jurisdiction,  at the sole cost and expense of
Tenant, and Tenant shall comply with all requirements of law, ordinance,  rules,
regulations and orders of any lawful  authority  having  jurisdiction  affecting
said Leased Premises,  or Tenant's use thereof.  Tenant,  at its expense,  shall
install and maintain fire extinguishers and other fire protection devices as may
be required by reason of the conduct of Tenant's business,  from time to time by
any agency  having  jurisdiction  or the  underwriters  insuring the building in
which the Leased Premises are located. If any bureau,  department or official of
the Federal or State  government  requires or recommends the installation of any
changes,  modifications  or  alterations  in the sprinkler  system or additional
sprinkler  heads or other  equipment  (hereinafter  collectively  "changes")  by
reason of Tenant's business,  or the location of partitions,  trade fixtures, or
other contents of the Leased Premises,  or for any other reason,  or if any such
changes  become  necessary  to  prevent  the  imposition  of a penalty or charge
against the full allowance for a sprinkler  system in the fire  insurance  rates
set by any fire insurance company,  Tenant, at Tenant's expense,  shall promptly
make such changes as required.

     (c) Tenant agrees that  Tenant's use of electrical  current will at no time
exceed the capacity of the electric distribution system and that Tenant will not
make any alteration or addition to Tenant's electrical system without Landlord's
prior  written  consent.  If  Tenant  installs  any  electrical  equipment  that
overloads the electrical lines in the Leased Premises or the Retail Development,
Tenant shall,  at Tenant's  sole cost and expense,  be required to make whatever
changes  to such  electrical  equipment  and in  electric  wiring in the  Leased
Premises  (but only  after  obtaining  Landlord's  written  approval)  as may be
necessary  in  order to  remedy  such  overloading  and in  compliance  with all
insurance and legal  requirements.  All changes required to be made hereby shall
result in the continued  conformance with the provisions of Exhibit "D" and this
Lease.
<PAGE>
     (d) If Tenant refuses or neglects to properly maintain the Leased Premises,
or to commence or to complete  repairs  promptly and adequately,  or if Landlord
finds it necessary to make any repairs or replacements  otherwise required to be
made by Tenant,  then Landlord may,  after notice to Tenant,  in addition to all
other remedies,  but without  obligation to do so, enter the Leased Premises and
proceed  forthwith to have such  maintenance,  repairs or replacements  made and
Tenant shall pay to Landlord,  on demand, the costs and expenses therefor plus a
charge of fifteen percent (15%) of such costs and expenses.


                                   ARTICLE VII

                                      TAXES

     Section  7.1.  Tax  Liability.  Tenant  agrees to pay to Landlord  Tenant's
proportionate share of all taxes and assessments and service payments in lieu of
taxes of every  nature and kind which may be levied or  assessed  by, or payable
to, any lawful  authority during or with respect to each fiscal tax year falling
in  whole  or in part  during  the Term  against  all or any  part of the  land,
buildings and improvements comprising the Retail Development and any other taxes
which Landlord becomes obligated to pay with respect to the Retail  Development,
whether or not the same are assessed  against  real or personal  property or are
payable in advance or in arrears (the  "Taxes").  If, due to a future  change in
the  method  of  taxation,  any tax,  excise  or  assessment  shall be levied or
assessed against Landlord,  directly or indirectly,  in lieu of, in substitution
for or as a supplement  to any present  Taxes or future (real estate or personal
property)  tax,  in whole or in part,  such  tax,  excise  or  assessment  shall
constitute a Tax,  respecting which Tenant is obligated to pay its proportionate
share to Landlord as provided herein. If any Taxes or assessed  valuation(s) are
contested by Landlord,  then  Tenant's  proportionate  share of Taxes shall also
include  Tenant's  proportionate  share of the cost and expense of  consultation
services   incurred  in  evaluating  and  contesting   such  Taxes  or  assessed
valuation(s).  The term  "Taxes"  shall  also  include  any form of  assessment,
special  assessment,  license fee, license tax,  business license fee,  business
license tax,  commercial rental tax, levy,  charge,  tax or similar  imposition,
imposed  by any  authority  having the direct  power to tax,  including  without
limitation,  any city,  county,  state or  Federal  government,  or any  school,
agricultural,  lighting,  drainage or other  improvement  or special  assessment
district or any other agency or other public body,  whether or not  consented to
or joined in by  Landlord  and whether or not  retroactive,  payable by Landlord
thereof  as  against  the  land and  improvements  comprising,  or any  legal or
equitable  interest of Landlord in, the Retail  Development.  SEE ATTACHED RIDER
FOR INSERTS  Section 7.2.  Method of Payment.  Tenant's  proportionate  share of
Taxes shall be paid, in advance, in monthly  installments on or before the first
day of each  calendar  month,  in an amount  estimated  by  Landlord.  Following
receipt  of all bills for Taxes  attributable  to any  calendar  or fiscal  year
during the term hereof,  Landlord shall furnish Tenant with a written  statement
of the actual amount of Tenant's  proportionate share of Taxes for such year. If
any bill for any such Taxes is not available,  Landlord will estimate the amount
of such Tax. If the total


<PAGE>
amount paid by Tenant  hereunder for any calendar or fiscal year during the Term
shall be less than the actual  amount due from Tenant for such year, as shown on
such statement,  Tenant shall pay to Landlord the difference  between the amount
paid by Tenant and the actual  amount  due,  such  deficiency  to be paid within
thirty (30) days after demand therefor by Landlord; and if the total amount paid
by Tenant  hereunder  for any such  calendar  or fiscal  year shall  exceed such
actual  amount due from  Tenant for such year,  such  excess  shall be  credited
against the next installment of Taxes due from Tenant to Landlord hereunder. For
the  calendar  or fiscal  years in which this Lease  commences  and  terminates,
Tenant's liability for its proportionate share of any Taxes for such years shall
be subject to a pro rata adjustment based on the number of days of said calendar
or fiscal years during which the Term is in effect.  A copy of any such bill for
Taxes shall at times be sufficient  evidence of the amount of Taxes  assessed or
levied  against  the  property  to which such bill  relates.  Prior to or at the
Commencement Date and from time to time hereafter  throughout the Term, Landlord
shall  notify  Tenant in writing of  Landlord's  estimate  of  Tenant's  monthly
installments due hereunder.  Tenant's  obligations  under this Article VII shall
survive the expiration or sooner  termination of this Lease.  SEE ATTACHED RIDER
FOR INSERTS

     Section 7.3. Sales and Rent Tax. (deleted)



                                  ARTICLE VIII

                       INSURANCE, INDEMNITY AND LIABILITY

     Section 8.1. Landlord's  Insurance  Obligations.  Landlord agrees to obtain
and  maintain  during the Term,  to the extent the same is  available,  fire and
extended  coverage  insurance,  in amounts and  coverages  and with such special
endorsements  as  Landlord  shall  determine  from  time to time,  insuring  the
building in which the Leased Premises are located,  and the  improvements to the
Leased Premises provided by Tenant pursuant to this Lease (exclusive of Tenant's
merchandise,  trade fixtures,  furnishings,  equipment,  plate glass,  signs and
personal  property of Tenantl.  Landlord  shall also carry  rental  interruption
insurance in amounts at least equal to Tenant's  total rental  obligation for at
least  twelve  (12) full  months  under  this Lease  including  the total of the
estimated  costs to  Tenant  of  Taxes  and  Common  Area  Maintenance  Expenses
(including  insurance) for such period.  Tenant shall reimburse Landlord for its
proportionate  share of the  insurance  costs  incurred by  Landlord  under this
Section 8.1 as part of Tenant's Common Area  Maintenance  Expenses  described in
Section 5.2 hereof.

     Section 8.2.  Tenant's  Insurance  Obligations.  (a) Provided Tenant is the
Tenant  named on the Cover Page  hereof  and a  wholly-owned  subsidiary  of the
Guarantor  and  Tenant's  and  Guarantor's  net worth are at least  equal to Ten
Million.  Dollars  ($10,000,000.00)  combined,  Tenant  shall  have the right to
self-insure  for any loss or damage of the type  covered  by  standard  fire and
extended  coverage  insurance  with respect to personal  property  located on or
within the Leased Premises including alterations and improvements made by Tenant
to the extent the same are not covered by Landlord's fire and extended  coverage
insurance. Tenant and Guarantor shall, at their sole expenses, without regard to
fault on the part of any person,  make and  perform any repairs or  restorations
which are required as a result of a casualty which would be covered by insurance
of the type described in this Section 8.2(a).  Tenant, at Tenant's sole cost and
expense,  shall  obtain and maintain in effect  commencing  with the Delivery of
Possession Date and continuing throughout the Term, insurance policies providing
for the following coverage: (i) all risk property insurance against fire, theft,
vandalism,  malicious mischief,  sprinkler leakage and such additional perils as
now are or hereafter may be included in a standard extended coverage endorsement
from time to time in general use in the State,  insuring  Tenant's  merchandise,
trade  fixtures,  furnishings,  equipment and all items of personal  property of
Tenant and of anyone  claiming by,  through or under Tenant located on or in the
Leased  Premises,  and the  amount  of such  insurance  will be set  forth in an
"agreed value  endorsement" to the policy of such  insurance,  not less than one

<PAGE>
hundred percent (100%) of the full replacement  value thereof without  deduction
for  depreciation,  and with a deductible amount of not more than Fifty Thousand
Dollars  ($50,000.00).  Any and all proceeds of such  insurance,  so long as the
Lease shall remain in effect, shall be used only to repair or replace or pay for
the items so insured;  (ii) a commercial  general  liability  policy,  including
insurance naming Landlord and any mortgagee of the Shopping Center as additional
insured, protecting against any and all claims for injury to persons or property
occurring in or about the Leased  Premises  and  protecting  against  assumed or
contractual  liability  under this Lease with respect to the Leased Premises and
the  operations of Tenant and any subtenant of Tenant in, on or about the Leased
Premises,  with such policy to be in the minimum amount of Three Million Dollars
($3,000,000)  single limit  coverage;  (iii)  products  liability  insurance for
merchandise  offered for sale or lease from the Leased  Premises,  including (if
this Lease covers leased premises in which food and/or beverages are sold and/or
consumed)  liquor  liability  coverage (if applicable to Tenant's  business) and
coverage for liability  arising out of the consumption of food and/or  alcoholic
beverages  on or obtained at the Leased  Premises,  of not less than Two Million
Dollars  ($2,000,000)  per occurrence for personal injury and death and property
damage; (iv) workers' compensation coverage as required by law; (v) with respect
to  alterations,  improvements  and the like required or permitted to be made by
Tenant  hereunder,  contingent  liability and builders risk insurance in amounts
satisfactory to Landlord; and (vi) the insurance required under Exhibit D".

     (b) All insurance  policies  herein to be procured by Tenant shall:  (i) be
issued by insurance companies reasonably satisfactory to Landlord and authorized
to do  business in the State;  (ii) be written as primary  policy  coverage  and
non-contributing  with  respect any coverage  which  Landlord may carry with any
coverage carried by Landlord being excess insurance;  (iii) insure and name each
of Landlord,  any mortgagee of the Shopping Center or the Retail Development and
any parties in interest  designated by Landlord as additional  insured, as their
respective  interests may appear  (except with respect to workers'  compensation
insurance); and (iv) shall contain an express waiver of any right of subrogation
by the  insurance  company  against  Landlord,  and its  agents,  employees  and
representatives  which arises or might arise by reason of any payment under such
policy or by reason of any payment  under such policy or by reason of any act or
omission of  Landlord,  its agents,  employees or  representatives.  Neither the
issuance of any insurance  policy  required  hereunder,  nor the minimum  limits
specified herein with respect to Tenant's insurance coverage, shall be deemed to
limit or restrict in any way  Tenant's  liability  arising  under or out of this
Lease.  With  respect  to each and every one of the  insurance  policies  herein
required to be procured by Tenant, on or before the Commencement Date and before
any such insurance policy shall expire,  Tenant shall deliver to Landlord,  upon
Landlord's  written request, a duplicate original or certified copy of each such
policy or a  certificate  of the insurer,  certifying  that such policy has been
issued,   providing  the  coverage  required  by  this  Section  and  containing
provisions specified herein, together with evidence of payment of all applicable
premiums.  Any insurance required to be carried hereunder may be carried under a
blanket policy covering the Leased Premises and other locations of Tenant.  Each
and every insurance  policy required to be carried  hereunder by or on behalf of
Tenant shall provide (and any certificate  evidencing the existence of each such
insurance  policy shall  certify)  that,  unless  Landlord shall first have been
given  thirty (30) days' prior  written  notice  thereof,  the insurer  will not
cancel,  materially  change  or fail to  renew  the  coverage  provided  by such
insurance policy.  The term "insurance policy" as used herein shall be deemed to
include any extensions or renewals of such insurance  policy.  In the event that
Tenant shall fail to promptly furnish any insurance  coverage hereunder required
to be procured by Tenant,  Landlord,  at its sole  option,  shall have the right
after ten (10) days  prior  written  notice to Tenant to obtain the same and pay
the premium  therefor for a period not exceeding one (1) year in each  instance,
and the  premium so paid by  Landlord  shall be  immediately  due and payable by
Tenant to Landlord as additional rent.

     (c)  Tenant  shall not do or  permit  to be done any act or thing  upon the
Leased  Premises  that will  invalidate  or be in conflict  with fire  insurance
policies  covering  the  building  containing  the Leased  Premises  or any part
thereof.  including all common areas, or fixtures and property  therein,  or any
other insurance  policies or coverage referred to above in this Article VIII and

<PAGE>
Tenant  shall  promptly  comply  with  all  rules,  orders,   regulations,   and
requirements  relating to such insurance  policies,  and shall not do. or permit
anything to be done, in or upon the Leased  Premises,  or bring or keep anything
therein,  which shall  increase  the rate of fire  insurance  on the building in
which the Leased  Premises are located or on any property,  including all common
areas,  located  therein,  or increase the rate or rates of any other  insurance
referred  to  hereinabove.  If 'any  act or  omission  of  Tenant,  its  agents,
employees  or  contractors  shall  result in any  increase in the premium  rates
applicable  to any  such  insurance  policies  carried  by  Landlord,  or  other
increased costs to Landlord in connection therewith, then Tenant shall reimburse
Landlord on demand as additional  rent for the amount of any increased  rates or
costs.  !n  particular,  if Tenant uses the Leased  Premises for  preparation of
food, Tenant shall reimburse  Landlord,  on demand,  for any part of the premium
for insurance  coverage under Section 8.1 hereof  required to be paid on account
of such use of the Leased Premises.

     Section 8.3. Mutual Covenant.  Notwithstanding  any provision of this Lease
to the  contrary,  each of Landlord and tenant  hereby  releases the other,  its
officers,  directors,  employees,  and'  agents  from any and all  liability  or
responsibility  for any loss,  damage or injury caused by fire or other casualty
for which insurance containing a waiver of subrogation is carried by the injured
party at the time of such loss, damage or injury regardless of the extent of any
recovery by the injured party under such insurance., Both parties agree to carry
casualty insurance containing such waiver of subrogation.  Additionally,  at any
time Tenant  self-insures  its insurance  obligations  hereunder,  Tenant hereby
releases the Landlord,  its officers,  directors,  employees and agents from any
and all  liability or  responsibility  for any loss,  damage or injury caused by
fire or other casualty, even if such loss, damage or casualty is caused in whole
or in part by Landlord or by any party for whom Landlord may be responsible.

     Section 8.4.  Covenant to Hold  Harmless.  Tenant  hereby  indemnifies  and
agrees to hold harmless Landlord, its officers,  directors,  partners, ~ agents,
and any  mortgagee  or master  lessor of the Shopping  Center  and/or the Retail
Development (herein, collectively,  "Landlord's Indemnitees"),  from and against
any and all claims, actions,  damages,  liability,  cost and expense,  including
attorneys'  fees,  that (i) arise from or are in connection with the possession.
use,  occupancy,  management,  repair,  maintenance  or  control  of the  Leased
Premises,  or any portion thereof,  or (ii) arise from or are in connection with
any act or  omission  of  Tenant or  Tenant's  agents,  employees,  contractors,
licensees or invitees,  or (iii) result from any default,  breach,  violation or
nonperformance  of this Lease or any provision hereof by Tenant,  or (iv) result
from  injury to person or  property  or loss of life  sustained  in or about the
Leased Premises.  Tenant shall, at its own cost and expense,  defend any and all
actions,  suits and proceedings  which may be brought against Landlord or any of
Landlord's Indemnitees with respect to the foregoing.  Tenant shall pay, satisfy
and  discharge any and all  judgments,  orders and decrees which may be received
against  Landlord  or any of  Landlord's  Indemnitees  in  connection  with  the
foregoing.  In the  event  Landlord  or any of  Landlord's  Indemnitees,  shall,
without fault, be made a party to any litigation commenced by or against Tenant,
or if Landlord or any such party  shall,  in its sole  discretion,  intervene in
such litigation to protect its interest hereunder, then Tenant shall protect and
hold them  harmless  and shall  pay all  costs,  expenses  and  attorneys'  fees
incurred or paid by such  party(ies) in  connection  with such  litigation.  SEE
ATTACHED RIDER FOR INSERTS

     Section  8.5.  Loss and  Damage.  All  Tenant's  property of every kind and
description  which may at any time be in the  Leased  Premises  shall be kept at
Tenant's  sole risk,  and  Landlord  shall not be liable to Tenant,  its agents,
employees or customers,  except to the extent  resulting  from the negligence or
intentional  acts of  Landlord,  its agents or employees  for any damage,  loss,
compensation, accident, or claims whatsoever resulting to Tenant or


<PAGE>
its property from the necessity of repairing any portion of the Shopping Center;
any  interruption  in the use of the Leased  Premises;  the use or operation (by
Landlord,  Tenant, or any other person or persons  whatsoever) of any elevators,
heating, cooling, electrical or plumbing equipment or apparatus; the termination
of this Lease by reason of the  destruction  of the Leased  Premises;  any fire,
robbery, theft, or any other casualty; any leakage in any part or portion of the
Leased Premises or the Shopping Center;  any water,  wind, rain or snow that may
leak into, or flow from part of the Leased Premises or the Shopping Center;  any
acts or omissions of any occupant of any space  adjacent to or adjoining  all or
any part of the Leased  Premises or any part of the building of which the Leased
Premises are a part; any explosion, casualty, utility failure or malfunction, or
falling plaster;  the bursting,  stoppage or leakage or any pipes,  sewer pipes,
drains, conduits, appliance or plumbing works; or any other cause whatsoever.


                                   ARTICLE IX

                         DESTRUCTION OF LEASED PREMISES

     Section 9.1. Continuance of Lease. In the event of any damage to the Leased
Premises  by fire or other  casualty,  this  Lease  shall not be  terminated  or
otherwise  affected;  except that, if more than twenty-five percent (25%) of the
square footage of the Leased Premises shall be damaged by any such fire or other
casualty  during  the  last  three  (3)  years of the  term of this  Lease  (not
including  any option or renewal  periods) or during any renewal or extension of
the term  hereof  and the cost of repair or  restoration  exceeds  Ten  Thousand
Dollars  ($10,000.00)  as  estimated  by  Landlord,  or if Landlord is unable to
rebuild any portion of the building in which the Leased  Premises are located or
of the Shopping Center due to any inability to obtain any required  governmental
approval in connection  therewith,  or if more than thirty-five percent (35%) of
the floor area of the  building in which the Leased  Premises  are located or of
the Shopping Center shall be damaged or destroyed by fire or other casualty,  or
if all or any part of the  building in which the Leased  Premises are located or
if the Shopping  Center or the Leased  Premises shall be damaged or destroyed at
any time by the occurrence of any risk not insured under the insurance  required
to be carried under Article VIII hereof,  then Landlord shall have the option to
terminate  this Lease within ninety (90) days  following the  occurrence of such
fire or other casualty by giving written notice to Tenant during such period. In
the event  Landlord  exercises any of the foregoing  options to terminate,  this
Lease shall immediately  terminate upon Landlord's  written notice to Tenant and
(a) the entire  proceeds  of the  insurance  provided  for in Section 8.1 hereof
shall be paid by the  insurance  company or  companies  directly to Landlord and
shall belong to, and be the sole  property of  Landlord,  (b) the portion of the
proceeds of the  insurance  provided  for in Section 8.2 which is  allocable  to
equipment,  fixtures  and  other  items,  which,  by the  terms  of  the  Lease,
rightfully  belongs to Landlord  upon the  termination  of the Lease by whatever
cause, shall be paid by the insurance company or companies directly to Landlord,
and shall belong to, and be the sole property of Landlord,  and (c) Landlord and
Tenant  shall be  relieved  from any and all  further  liability  or  obligation
occurring under this Lease from and after the date of such  termination.  Tenant
hereby  waives any and all rights which it may have to  terminate  this Lease by
reason of damage to the Leased  Premises by fire or other  casualty  pursuant to
any  presently  existing or hereafter  enacted  statute or pursuant to any other
law.

     Section 9.2. Reconstruction.  If the Leased Premises are damaged by fire or
other casualty and this Lease is not  terminated in accordance  with Section 9.1
hereof,  then all fire and extended  coverage  insurance  proceeds from policies
carried  pursuant  to Section 8.1 hereof,  however  recovered,  shall be held in
escrow and made  available for payment of the costs of repairing,  replacing and
rebuilding  the Leased  Premises,  the damage to the  Leased  Premises  shall be
promptly  repaired,  and the Minimum Rent and other charges payable by Tenant to
Landlord shall be abated in proportion to the floor area of the Leased  Premises
rendered   untenantable,   and  the  Sales  Break   Point   shall   likewise  be
proportionately  reduced. Payment of full rental and all other charges so abated
shall  commence and Tenant shall be obligated to reopen for business  sixty (60)
days following the date that Landlord  advises  Tenant that the Leased  Premises
are tenantable and Landlord has substantially  completed Landlord's Work, unless

<PAGE>
Tenant opens at an earlier time in the damaged area or remains open in such area
following  destruction or damage,  in which event there shall be no abatement or
any such abatement shall terminate as of the date of Tenant's earlier reopening.
Landlord  shall be obligated to commence  Landlord's  Work and shall  diligently
pursue  the  completion  of  Landlord's  Work  and  shall  cause  the same to be
completed as soon thereafter as possible under the attendant circumstances,  but
in any event all such Landlord's Work shall be completed and the Leased Premises
reopened for business  within one hundred  eighty (180) days following such fire
or casualty. After Landlord has completed Landlord's Work, Tenant shall commence
such  Tenant's  Work,  at Tenant's  expense.  Tenant shall comply with all laws,
ordinances and governmental rules or regulations,  and shall perform all work or
cause such work to be performed with due diligence and in a first-class  manner.
All  permits   required  in  connection  with  said  repairs,   restoration  and
reconstruction  shall be obtained by Tenant,  at Tenant's sole cost and expense.
Any amount  expended by Tenant in excess of any insurance  proceeds  received by
Tenant shall be the sole obligation of Tenant.  (deleted) in accordance with the
working  drawings  originally  approved by Landlord or with (at Landlord's  sole
election) new drawings prepared by Tenant and acceptable to Landlord and tenant.
In  no  event  shall  Landlord  be  required  to  repair  or  replace   Tenant's
merchandise,  trade fixtures,  furnishings or equipment.  If Landlord repairs or
rebuilds,  Tenant,  at  Tenant's  sole cost,  shall  repair or replace  Tenant's
merchandise,  trade  fixtures,  furnishings  and equipment in a manner and to at
least a  condition  equal to that  existing  prior to the damage or  destruction
thereof.  Except as may be  specifically  set forth in this Article IX, Landlord
shall not be liable or obligated to Tenant to any extent whatsoever by reason of
any fire or  other  casualty  damage  to the  Leased  Premises,  or any  damages
suffered by Tenant by reason thereof,  or the deprivation of Tenant's possession
of all or any  part  of the  Leased  Premises.  In the  event  Landlord  has not
commenced  restoration or rebuilding the Leased Premises within ninety (90) days
of the date of such fire or casualty  loss, or has not  diligently  proceeded to
complete  such  restoration  or  rebuilding  so that  the  Leased  Premises  are
restored/rebuilt  to its former  condition  prior to such fire or casualty  loss
within one SEE ATTACHED RIDER FOR INSERTS


hundred eighty (180) days of the date of such fire or casualty loss, then Tenant
will have the right,  in either  case,  to  terminate  this  Lease by  providing
Landlord notice of such election and Tenant will vacate and surrender the Leased
Premises pursuant to Section 17.1 hereof.


                                    ARTICLE X

                                  CONDEMNATION

     Section 10.1.  Eminent Domain.  If fifty percent (50%) or more of the floor
area of the Leased  Premises  shall be taken or  condemned  by any  governmental
authority  (including,  for  purposes  of this  Article,  any  purchase  by such
governmental  authority  in lieu of a taking),  then  either  party may elect to
terminate  this Lease by giving  notice to the other  party not more than ninety
(90) days after the date on which such title shall vest in the authority. If the
parking facilities are reduced below the minimum parking requirements imposed by
the applicable authorities, Landlord may elect to terminate this Lease by giving
Tenant  notice  within one  hundred  eighty (1 80) days after  such  taking.  In
addition, if any Major Tenant shall terminate its lease with Landlord,  pursuant
to a taking of its store, Landlord may terminate this Lease by written notice to
Tenant  within  ninety (90) days after notice to Landlord that such Major Tenant
is terminating its lease. In the case of any taking or condemnation,  whether or
not the Term shall cease and  terminate,  the entire award shall be the property
of Landlord;  provided, however, Tenant shall be entitled to any award as may be
made for trade  fixtures and other  equipment  (not  including any Tenant's Work
required  or  permitted  under this  Lease)  which under the terms of this Lease
would not have become the property of Landlord;  further provided, that any such
award to Tenant shall not be in diminution of any award  otherwise to be made to
Landlord in the absence of such award to Tenant.


<PAGE>
     Section  10.2.  Rent   Apportionment.   In  the  event  of  any  taking  or
condemnation,  the then current  Minimum Rent,  Sales Break Point and the square
foot floor area in the Leased  Premises  as  determined  pursuant to Section 1.1
shall be  apportioned as of the date when  possession of the Leased  Premises is
required to be delivered to the  condemning  authority  or  termination  of this
Lease,  as the case may be,  and,  if the Term  shall not have  ceased  and been
terminated as of said date,  Tenant shall be entitled to a pro rata reduction in
the Minimum  Rent  payable and Sales  Break  Point  hereunder,  or if Tenant has
prepaid  Minimum  Rent,  Tenant  shall be  entitled to a pro rata credit for the
Minimum Rent paid hereunder,  based on the proportion which the floor area taken
from the Leased  Premises bears to the entire floor area of the Leased  Premises
immediately prior to such taking.

     Section 10.3. Temporary Taking. Notwithstanding anything to the contrary in
this  Article X,  requisitioning  of the Leased  Premises or any part thereof by
military  or other  public  authority  for  purposes  arising out of a temporary
emergency or other  temporary  situation  or  circumstances  shall  constitute a
taking of the Leased Premises by eminent domain when the use or occupancy by the
requisitioning  authority  is expressly  provided to continue,  or shall in fact
have  continued,  for a period of one hundred eighty (1 80) days or more. If the
Lease is not  thereafter  terminated  under  the  foregoing  provisions  of this
Article  X, then for the  duration  of any  period of use and  occupancy  of the
Leased Premises by the requisitioning authority, all the terms and provisions of
this Lease and  obligations of Tenant  hereunder  shall remain in full force and
effect,  except that the Minimum  Rent and Sales Break Point shall be reduced in
the same proportion that the floor area of the Leased Premises so  requisitioned
bears to the total  floor area of the Leased  Premises,  and  Landlord  shall be
entitled  to  whatever  compensation  may be  payable  from  the  requisitioning
authority  for  the  use  and   occupation  of  the  Leased   Premises  for  the
period-involved.


                                   ARTICLE Xl

                  ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE

     Section  11.1.  No  Assignment,  Subletting or  Encumbering  of Lease.  (a)
Notwithstanding  any  references to assignees,  subtenants,  concessionaires  or
other similar  entities in this Lease,  Tenant shall not (i) assign or otherwise
transfer, or mortgage or otherwise encumber, this Lease, in whole or in part, or
any of its rights  hereunder,  or (ii)  sublet the Leased  Premises  or any part
thereof,  or permit the use of the Leased  Premises  or any part  thereof by any
persons  other  than  Tenant or its  agents.  Any such  attempted  or  purported
transfer, assignment, mortgaging or encumbering of this Lease or any of Tenant's
interest hereunder and any attempted or purported subletting or grant of a right
to use or occupy all or a portion of the Leased  Premises  in  violation  of the
foregoing  sentence,  whether voluntary or involuntary or by operation of law or
otherwise,  shall be null and void and  shall not  confer  any  rights  upon any
purported transferee, assignee, mortgagee, or occupant, and shall, at Landlord's
option,  terminate this Lease without relieving Tenant of any of its obligations
hereunder  for the balance of the stated term.  Nothing  contained  elsewhere in
this  Lease  shall  authorize  Tenant to enter into any  franchise,  concession,
license,  permit,  subtenancy,  departmental operation arrangements or the like,
except  pursuant  to the  provisions  of this  Article Xl.  Notwithstanding  the
provisions of this Article Xl to the contrary,  Landlord's  consent shall not be
unreasonably withheld or delayed to an assignment of this Lease or a sublease of
all  or  any  portion  of the  Leased  Premises  (by  merger,  consolidation  or
otherwise)  to  another  entity  (the   "Transferee")   to  which  Tenant  shall
simultaneously  be transferring all or substantially  all of its stock or all or
substantially  all of its assets,  provided that: (i) the number of stores being
transferred must consist of at least three (3) stores,  (ii) Tenant shall not at
the time of such  transfer be in default  under any of the terms,  covenants and
conditions  of this  Lease  beyond  any  applicable  grace  period,  (iii)  such
Transferee  shall  agree in  writing to perform  all of the  unperformed  terms,
covenants  and  conditions  of this Lease,  and (iv)  Tenant  shall at all times
remain  primarily  obligated  for the  performance  of the terms,  covenants and
conditions of this Lease.  Tenant shall also have the right,  without Landlord's
consent,  to assign  this  Lease or sublet  the  Leased  Premises  to its parent
corporation  or any of  its  wholly-owned  subsidiaries,  or  any  affiliate  or
subsidiary


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of Tenant's parent corporation.  In addition,  Tenant may, without violating the
provisions  of this  Article XI, sell or offer for sale its voting  stock to the
public in accordance with the qualifications or registration requirements of the
state where Tenant is incorporated and the Security Act of 1933, as amended.

     (b) If Tenant is a  corporation,  the sale,  issuance  or  transfer  of any
voting  capital  stock of Tenant or of any  corporate  entity which  directly or
indirectly controls Tenant (unless Tenant is a corporation whose stock is traded
(deleted)

     which  shall  result in a change  in the  voting  control  of Tenant or the
corporate  entity  which  controls  Tenant  shall be deemed  to be a  prohibited
assignment  of this Lease  within the meaning of this Article XI. If Tenant is a
partnership or unincorporated  association,  then the sale, issuance or transfer
of a majority interest  therein,  or the transfer of a majority interest in or a
change in the voting control of any partnership or unincorporated association or
corporation which directly or indirectly controls Tenant, or the transfer of any
portion or all of any  general  partnership  or managing  partnership  interest,
shall be deemed to be a prohibited  assignment  of this Lease within the meaning
of this  Article XI. The consent by Landlord  to any  assignment,  transfer,  or
subletting  to any party shall not be construed as a waiver or release of Tenant
under the terms of any covenant or obligation under this Lease or as a waiver or
release of the  non-assignability  covenants  in their future  application,  nor
shall the collection or acceptance of rent from any such  assignee,  transferee,
subtenant  or occupant  constitute a waiver or release of Tenant of any covenant
or  obligation  contained  in this  Lease.  SEE  ATTACHED  RIDER FOR INSERTS (1)
Notwithstanding anything herein contained to the contrary, a sale or transfer of
any voting  capital  stock of Tenant  when  caused by death  (e.g.  testamentary
transfer) or for estate planning  purposes (e.g.  inter vivos trust) will not be
deemed a prohibited assignment of the Lease.

     (2) The provisions of this Section  11.1(b) shall not be deemed to prohibit
the transfer of limited partnership  interests among existing limited or general
partners;  however, if either general partner ceases to remain a general partner
of Tenant, such occurrence shall be deemed a prohibited assignment of this Lease
under the meaning of Article XI.

     (c) Without  conferring  any rights upon Tenant not  otherwise  provided in
this Article XI, should Tenant desire to enter into an  assignment,  sublease or
transfer of this Lease or Tenant's  rights  hereunder,  Tenant shall  request in
writing  Landlord's  consent to the  assignment at least thirty (30) days before
the proposed effective date of the assignment,  providing the following: (1) the
full particulars of the proposed assignment,  sublease or transfer of this Lease
or Tenant's rights  hereunder,  including its nature,  effective date, terms and
conditions,  and copies of any offers, draft agreements,  subleases,  letters of
commitment or intent and other documents  pertaining to the proposed assignment;
(2) a description of the identity, net worth and previous business experience of
the proposed transferee,  including, without limitation, copies of the proposed'
transferee's  latest  income,  balance  sheet and changes in financial  position
statements  (with  accompanying  notes and  disclosures of all material  changes
thereto)  in audited  form,  if  available,  and  certified  as  accurate by the
proposed  transferee:  and (3) any further information  relevant to the proposed
assignment  which Landlord  shall request after receipt of Tenant's  request for
consent. Tenant shall, concurrently with any request for Landlord's consent, pay
to Landlord a fee in the sum of One Thousand and 00/lOOths  Dollars  ($1,000.00)
for  Landlord's  review and processing of such request and Landlord shall not be
obligated to review such request  prior to  Landlord's  receipt of such fee. All
requests for consent to  assignment,  sublease or transfer shall be forwarded to
Landlord  at the  address  provided  above and to the  on-site  mall  management
office, if applicable.

     (d) Except for a permitted assignment or subletting as specified in Section
11.1(a) and (b),  and without  conferring  any rights upon Tenant not  otherwise
provided  in this  Article  Xl, in the event of an  assignment  or  transfer  of
Tenant's interest in this Lease, or a sublease of all or a portion of the Leased
Premises, to a third party, any monthly rent or other payment accruing to Tenant
as a result of any such assignment,  transfer,  or sublease,  including any lump
sum or periodic payment in any manner relating to such  assignment,  transfer or
sublease,  which is in excess of the rent then payable by Tenant under the Lease
shall  be paid  one-half  of such  excess  by  Tenant  to  Landlord  monthly  as
additional rent.  Landlord may require a certificate from Tenant  specifying the

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full  amount of any such  payment  of  whatsoever  nature.  Notwithstanding  any
assignment,  subletting or transfer of this Lease or Tenant's rights  hereunder,
Tenant shall remain  fully liable on this Lease and for the  performance  of all
terms, covenants and provisions of this Lease.

     (e) All reasonable  costs and expenses,  including  attorneys'  fees (which
shall include the cost of any time expended by Landlord's  attorneys,  including
in-house  counsel)  incurred  by  Landlord in  connection  with any  proposed or
purported assignment, transfer or sublease shall be borne by Tenant and shall be
payable to Landlord as additional  rent.  It is  understood  and agreed that the
restrictions  set forth in this  Article are of primary  importance  in enabling
Landlord to control the mix of tenants in the Shopping Center.

     Section  11.2.  Assignment  or  Sublet.  If this  Lease is  transferred  or
assigned,  in whole or in part, as aforesaid,  or if the Leased  Premises or any
part  thereof be sublet or occupied by any person or entity  other than  Tenant,
whether as a result of any act or omission by Tenant,  or  operation  of law, or
otherwise,  then Landlord,  whether  before or after default by Tenant,  may, in
addition to, and not in diminution of or substitution  for, any other rights and
remedies  under this Lease or pursuant to law to which  Landlord may be entitled
as a result thereof,  collect rent from the transferee,  assignee,  subtenant or
occupant and apply the net amount collected to the Rent herein reserved,  but no
such transfer, assignment, subletting, occupancy or collection shall be deemed a
waiver of the covenants  contained  herein or the acceptance of the  transferee,
assignee,  subtenant,  or  occupant  as Tenant,  or a release of Tenant from the
further  performance  by Tenant of  covenants on the part of Tenant set forth in
this Lease.

     Section 11.3. Transfer of Landlord's Interest. In the event of any transfer
of Landlord's  interest in the Leased  Premises,  including a sale or lease. the
transferor  shall be  automatically  relieved of any and all  obligations on the
part of Landlord  accruing  from and after the date of such  transfer,  provided
that (a) the interest of the transferor,  as Landlord,  in any funds then in the
hands of Landlord in which Tenant has an interest shall be turned over,  subject
to such interest. to the then transferee;  and (b) notice of such sale, transfer
or lease shall be delivered to Tenant as required by law.


                                   ARTICLE XII

          SUBORDINATION, ATTORNMENT. FINANCING AND ESTOPPEL CERTIFICATE

     Section 12.1.  Subordination.  Tenant agrees that this Lease shall,  at the
request of Landlord,  be subordinate to any mortgages or deeds of trust that are
now, or may  hereafter  be,  placed upon the Leased  Premises and to any and all
advances to be made thereunder,  and to the interest thereon,  and all renewals,
replacements   and   extensions   thereof.   provided  that  the  mortgagees  or
beneficiaries  named in said  mortgages  or trust deeds shall agree to recognize
the interest of Tenant under this Lease in the event of  foreclosure,  if Tenant
is not then in default. Tenant also agrees that any mortgagee or beneficiary may
elect to have this  Lease  constitute  a prior lien to its  mortgage  or deed of
trust, and in the event of such election and upon notification by such mortgagee
or  beneficiary  to Tenant to that  effect,  this Lease shall be deemed prior in
lien to its  mortgage  or deed of trust,  whether  this Lease is dated  prior or
subsequent  to the date of said  mortgage or deed of trust.  Tenant agrees that,
upon the request of  Landlord,  or any  mortgagee or  beneficiary,  Tenant shall
execute whatever reasonable  instruments may be required to carry out the intent
of this Section 1 2.1 and Section 12.2.

     Section 12.2. Attornment.  In the event any proceedings are brought for the
foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure
of, or in the event of exercise of the power of sale under,  any mortgage and/or
deed of trust made by Landlord  covering  the Leased  Premises,  or in the event
Landlord  sells,  conveys or  otherwise  transfers  its interest in the Shopping
Center or any portion  thereof  containing  the Leased  Premises,  Tenant hereby
attorns to, and  covenants  and agrees to execute and deliver an  instrument  or
instruments in writing whereby Tenant attorns to such  successor-in-interest and
recognizes  such  successor  as  Landlord  under this Lease.  In such case,  the
successor to Landlord's  interest under such mortgage or deed of trust shall not
be bound by any  prepayment  on the part of Tenant of any rent for more than one
month in advance (except  prepayments in the nature of a security  deposit),  so
that rent shall be payable under this Lease in accordance  with its terms,  from

<PAGE>
the  date of the  foreclosure  of such  mortgage  or deed of  trust,  as if such
prepayment had not been made.  Such successor to Landlord's  interest under such
mortgage or deed of trust shall not be bound by any amendment or modification of
this Lease unless,  prior to the  foreclosure of such mortgage or deed of trust,
such successor to Landlord's  interest shall have first  consented in writing to
any such amendment or modification.  Payment by or performance of this Lease, by
any person, firm or corporation claiming an interest in this Lease or the Leased
Premises by, through or under Tenant without Landlord's consent in writing shall
not  constitute an attornment or create any interest in this Lease or the Leased
Premises.

     Section 12.3. Financing. In any event any construction lender, land lessor,
or the  permanent  lender for the Shopping  Center  requires,  as a condition to
financing, modifications to this Lease, then, provided such modifications do not
materially  alter the approved  working plans and do not increase the Rent to be
paid  hereunder,  Landlord shall submit to Tenant a written  amendment with such
required  modifications  and.  if Tenant  fails to  execute  and return the same
within thirty (30) days after the amendment has been  submitted.  Landlord shall
be entitled to its remedies as specified in Section 1 2.5.  Nothing herein shall
require Tenant to execute an amendment or amendments to accomplish changes which
would (i( change the Minimum Rent, additional rent or Percentage Rent payable by
Tenant;  (ii) change the  Permitted  Use;  (iii) change the size,  dimensions or
location of the Leased Premises;  (iv) change the length of the Term; (v) change
Landlord's construction obligations;  (vi) change the conditions precedent as to
Tenant's initial opening requirements, or (vii) place a lien on Tenant's assets.

     Section 12.4. Estoppel Certificate.  Tenant shall, without charge therefor,
at any  time and from  time to time,  within  thirty  (30)  days  after  request
therefor by  Landlord,  execute,  acknowledge  and deliver to Landlord a written
estoppel certificate, in reasonable form, certifying to Landlord, any mortgagee,
or any  purchaser  of the  Shopping  Center or any other  person  designated  by
Landlord,  as of the date of such  estoppel  certificate:  (i) that Tenant is in
possession  of the Leased  Premises and has  unconditionally  accepted the same;
(ii) that this  Lease is  unmodified  and in full  force and effect (or if there
have been  modifications,  that the same is in full force and effect as modified
and  setting  forth  such  modifications);  (iii)  whether or not there are then
existing any set-offs or defenses against the enforcement of any right or remedy
of  Landlord,  or any duty or  obligation  of  Tenant,  hereunder  (and,  if so,
specifying  the same in detail);  (iv) that rent is paid  currently  without any
offset or defense  thereto,  (v) the dates,  if any,  to which any rent has been
paid in  advance;  (vi)  whether  or not  there is then  existing  any  claim of
Landlord's  default under this Lease and if so,  specifying  the same in detail;
and (vii)  that  Tenant  has no  knowledge  of any event  having  occurred  that
authorized  the  termination  of this  Lease by  Tenant  or if  Tenant  has such
knowledge, specifying the same in detail); and (viii) any other matters relating
to the status of this Lease that  Landlord  or its  mortgagee  may request to be
confirmed,  provided  that such facts are accurate and  ascertainable.  Landlord
shall,  within thirty (30) days after written request from Tenant, no more often
than once in any year,  and  provided  Tenant is not then in default  hereunder,
deliver to Tenant,  or such  persons as Tenant may  designate,  a  statement  in
writing  certifying to the extent true that:  (i) Tenant is in possession of the
Leased Premises; (ii) this Lease is in full force and effect (as later modified,
if such be the case);  (iii) the rentals due  hereunder  are  current;  and (iv)
that, to the best of Landlord's knowledge, information and belief, Tenant is not
in default hereunder.

     Section 12.5.  Remedies.  Any failure by Tenant to execute any certificate,
statement or  instrument in  accordance  with the  foregoing  provisions of this
Article or any financing  statement in accordance with the provisions of Section
14.2(a), within the time period provided or if no time period is specified, then
within thirty (30) days after written  request,  shall constitute an irrevocable
power of attorney  appointing  and  designating  Landlord or its  successors  or
assigns ac attorney-in-fact for Tenant, to execute and deliver such certificate,
statement, instrument or financing statement.


<PAGE>
                                  ARTICLE XIII

                            ADVERTISING AND PROMOTION

     Section 13.1.  Promotion Fund.  Landlord shall establish an advertising and
promotion  fund (the  "Fund").  The object of the Fund shall be to advertise the
Retail  Development  and to provide a program of events,  all of which shall, in
Landlord's judgment, serve to enhance and promote the Retail Development and its
occupants.  Such program of events may include the promotion of coach traffic to
the Retail  Development  and the  development of a mall video network within the
Retail  Development  offering  a  program  of  information,   entertainment  and
advertisements.  The Fund shall be  administered  by Landlord  and the costs and
expenses of such  administration  shall be charged to the Fund.  Landlord  shall
expend all amounts paid to the Fund by the tenants in the Retail Development for
the purposes herein set forth.

     Section 13.2. Promotion Fund Contribution.  Tenant's annual contribution to
the Fund shall be the Fund Contribution  (reduced  proportionately for a partial
Lease Year) as defined on the Data Sheet. (deleted)

     the  Grand  Opening,  Tenant  shall  also  pay  Tenant's  one-time  initial
contribution   or  Grand   Opening  Fee  which  is  equal  to  the  annual  Fund
Contribution.  The Fund Contribution payable by Tenant for each Lease Year shall
be increased  commencing  with the second Lease Year of the Term, and each Lease
Year thereafter, by a percentage equal to the percentage increase from the "base
period" of the Consumer Price Index (as defined in Section 20.1 2 hereof) to the
"current  period"  of the Index of the Lease  Year for which the  adjustment  is
being made.  Except as herein expressly  provided,  the term "base period" shall
initially  refer to the Index  published  for the month of  October  immediately
preceding  the  Lease  Year for which the Fund  Contribution  was last  adjusted
hereunder.  The "current period" of the Index shall refer to the Index published
for the month of  October  immediately  preceding  the  Lease  Year for which an
adjustment  is being made. In the event the Index shall not be published for any
of the  above-described  months, then the Index published for the month closest,
but prior,  to the described  month shall be used in its place.  The annual Fund
Contribution shall be payable by Tenant to Landlord,  or as Landlord may direct,
in twelve (12) equal monthly installments,  commencing on the Commencement Date,
at the same time and in the same manner as the monthly  installments  of Minimum
Rent are payable. SEE ATTACHED RIDER FOR INSERTS

     Section 13.3. Advertisements.

     Section  13.4.  Network.  Landlord  may cause to be  developed a mall video
network within the Retail Development (the "Network"). The object of the Network
shall be to provide a program of information,  entertainment and advertisements,
which  shall,  in  Landlord's  judgment,  serve to enhance or promote the Retail
Development  and its  occupants.  The  Network  shall  have  the  right  to sell
available time and access on the Network for  advertisements  or other uses. The
Network shall be under the sole and exclusive direction of Landlord and shall be
administered  by Landlord.  The costs and expenses  paid or incurred by Landlord
for  administering,   operating,  equipping,  staffing,  protecting,   insuring,
repairing,  replacing and  maintaining the Network shall be charged to the Fund.
During the  initial  year of the Term and  provided  Tenant is not in default of
payment of its Fund  contribution,  Landlord  agrees to produce,  or cause to be
produced a video taped advertising message of the business  conducted,  or to be
conducted, in the Leased Premises (herein "Tenant Video") in accordance with the
terms of this  Section.  The Tenant  Video shall (i) identify  Tenant's  type of
business in the Leased Premises, Tenant's trade name and the address/location of
the Leased Premises within the Retail Development; (ii) be approximately fifteen
(15) seconds in duration;  (iii) be produced on one occasion only  following the
initial  opening of the Leased  Premises for  business;  (iv) be produced in the
Leased Premises,  Landlord's studio or both; (v) utilize one from a select group
of advertising  message formats as mutually selected by Landlord and Tenant; and
(vi) not contain any lewd, obscene or offensive content or material.  The Tenant
Video will be shown on the Network a reasonable  number of times,  not to exceed
one hundred  (100),  during a two (2) week period in the first year of the Term.

<PAGE>
Landlord shall use reasonable  efforts to air Tenant Videos at varying times and
days during such two (2) week  period.  Any  further  production  by Landlord of
advertising  messages  for Tenant and any  further  air time on or access to the
Network is subject to availability,  as determined solely by Landlord, and shall
be at the then  applicable  rates and fees set by Landlord.  Landlord shall have
the  right  to  reject,  remove  or  discontinue  showing  any  Tenant  Video or
advertising  message on the  Network  the content of which is, in the opinion of
Landlord,  unethical,  misleading,  in bad  taste,  or shall  tend to injure the
reputation of the Retail Development or its occupants,  or shall be deemed to be
detrimental  to the Retail  Development,  or is in violation  of any  applicable
rule,  law or existing  agreement with  occupant(s)  of the Retail  Development.
Tenant  acknowledges that Tenant shall be solely  responsible for the content of
its Tenant Video and,  except with respect to the gross  negligence  of Landlord
and  the  Network,  Tenant  agrees  to save  harmless  Landlord,  its  officers,
directors,  partners,  employees and agents from and against any and all claims,
actions,  damages,  liability,  cost or expense,  including attorneys' fees that
arise from or with respect to the content of such advertising message, including
without  limitation any claims for  infringement  of the  intellectual  property
rights of others or actions for unfair competition.  Landlord reserves the right
at any time to dissolve the Network and cease providing its promotional services
as well as  Tenant  Videos  and in lieu  thereof,  to  provide,  or  cause to be
provided,  a program of advertising and promotional  events which, in Landlord's
sole judgment, will serve to promote the Retail Development and its occupants.


                                   ARTICLE XIV

                              DEFAULT AND REMEDIES

     Section  14.1.  Elements  of Default.  If any one of more of the  following
events occur, said events shall hereby be classified as a "default": (a) (i) the
failure of Tenant to take  possession of the Leased  Premises at the Delivery of
Possession  Date,  (ii) the failure of Tenant to open its doors for  business on
the date  specified in Section 1.2 hereof,  (iii) if Tenant  vacates or abandons
the Leased  Premises and permits the same to remain  unoccupied and  unattended,
(iv) if Tenant fails to maintain normal  inventory levels and employee staff for
the conduct of its normal  business  activities in the Leased  Premises,  (v) if
Tenant fails to continuously operate its business in compliance with Section 4.2
hereof,  (vi) if Tenant fails to operate for the  purposes  specified in Section
4.1 hereof,  (vii) in the event of the sale or removal of a substantial  portion
of Tenant's property located in the Leased Premises in a manner which is outside
the ordinary course of Tenant's  business;  (b) the failure of Tenant to pay any
Rent or other  charges  required to be paid by Tenant when same shall become due
and payable hereunder and such failure continues for ten (10) days after written
notice; (c) the failure of Tenant to perform or observe any term or condition of
this Lease (including the obligation specified in Section 14.3) and such failure
shall continue for thirty (30) days after written notice; (d)
<PAGE>
     if any writ of  execution,  levy,  attachment or other legal process of law
shall occur upon Tenant's assets,  merchandise,  fixtures, or Tenant's estate or
interest in the Leased Premises;  (f) if Tenant shall be liquidated or dissolved
or shall begin proceedings  toward such liquidation or dissolution,  or shall in
any manner permit the  divestiture of all, or any  substantial  part of Tenant's
assets;  (g)  Landlord  and  Tenant  acknowledge  that  Tenant  or  the  parent,
subsidiary  or  affiliate  of Tenant (by virtue of common  ownership or control,
direct or  indirect)  has  presently,  or may in the  future,  enter  into lease
agreements  with Landlord (or with any person or entity which is affiliated with
Landlord,  or which  directly or indirectly  controls or is controlled by, or is
under common  control with  Landlord,  or which is managed by the managing agent
utilized by Landlord for the Shopping  Center) (such leases to be referred to as
"other leases"),  and, in the event of "~ which shall not be remedied within the
applicable grace period,  if any, by Tenant under this Lease or by the tenant in
any of the "other leases",  then Landlord may, upon notice in writing to Tenant,
declare such default to be a default of this Lease and, at Landlord's  option, a
default  of any of the "other  leases",  as the case may be.  Nothing  contained
herein  shall be deemed a  limitation  of the rights of Landlord as set forth in
this Lease or any of the "other leases". SEE ATTACHED RIDER FOR INSERTS

     Section  14.2.  Landlord's  Remedies.  In the event of any such  default or
breach by Tenant. Landlord may, at any time thereafter,  with or without further
notice by demand and without  limiting  Landlord in the exercise of any right or
remedy which Landlord may have by reason of such default or breach:

     (a) (deleted)



     (b)  Perform,  on behalf and at the expense of Tenant,  any  obligation  of
Tenant under this Lease which Tenant has failed to perform and of which Landlord
shall  have  given  at least  three  (3)  days'  notice  (except  in the case of
emergency,  in which event no such notice shall be required),  the cost of which
performance by Landlord,  t9gether with interest therein at the Default Interest
Rate  from the date of such  expenditure,  shall be deemed  additional  rent and
shall be payable by Tenant to Landlord upon demand.

     (c) Re-enter and repossess the Leased Premises,  by summary  proceedings or
otherwise,  and remove Tenant and all other persons and property from the Leased
Premises, and store such property in a public warehouse or elsewhere at the cost
of for the  account  of Tenant  without  resort  to legal  process  and  without
Landlord  being deemed guilty of trespass or  conversion or becoming  liable for
any loss or damage occasioned  thereby. In connection  herewith,  Landlord shall
have,  in  addition  to any  other  remedies,  any and all  self-help  remedies,
including,  but not limited to, a forcible  entry into the Leased  Premises or a
"lock-out" accomplished by changing the locks on the Leased Premises,

     (d) Declare  the entire  balance of the Rent,  and all other  amounts to be
paid by Tenant  hereunder  for the  remainder  of the Term to be due and payable
immediately,  and  collect  such  balance in any manner  not  inconsistent  with
applicable  law. The amount of additional  rent and Percentage Rent payable with
respect to each Lease Year


<PAGE>
remaining in the Term after such default  (including the Lease Year during which
such default occurred) shall be conclusively presumed to be equal to the average
additional rent and Percentage Rent payable with respect to each completed Lease
Year  preceding  such default;  provided,  however,  that if such default occurs
before the expiration of two (2) Lease Years, then the amount of additional rent
and  Percentage  Rent payable  with respect to each Lease Year  remaining in the
Term after such default  (including  the Lease Year or partial Lease Year during
which such  default  occurred)  shall be  conclusively  presumed  to be equal to
twelve  (12) times the  average  monthly  additional  rent and  Percentage  Rent
payable prior to such default.

     le) Terminate  this Lease by giving notice of such  termination  to Tenant,
which  termination shall be effective as of the date of such notice or any later
date  thereof  specified  by Landlord in such notice  (provided,  that,  without
limiting the  generality  of the  foregoing  provisions,  Landlord  shall not be
deemed to have accepted any  abandonment or surrender by Tenant of any or all of
the Leased  Premises  or  Tenant's  leasehold  estate  under  this Lease  unless
Landlord has so advised Tenant  expressly and in writing,  regardless of whether
Landlord has re-entered or relet any or all of the Leased  Premises or exercised
any or all of Landlord's other rights under this Lease or applicable law).

     (f) In Landlord's  own name, or otherwise,  relet any and all of the Leased
Premises  with  or  without  any  additional  premises,  for  any  or all of the
remainder  of the Term (or, if this Lease has then been  terminated,  for any or
all of the period which would,  but for such  termination,  have constituted the
remainder of the Term) or for a period  exceeding such remainder,  on such terms
and subject to such conditions as are acceptable to Landlord (including,  by way
of example rather than of limitation, the alteration of any or all of the Leased
Premises in any manner which, in Landlord's judgment,  is necessary or desirable
in connection with such reletting,  and the allowance of one or more concessions
or  "free-rent"  or  reduced-rent  periods),  and  collect and receive the rents
thereof.  Tenant shall pay to Landlord, at the times and in the manner specified
by the provision of this Lease (unless  Landlord has elected to accelerate  Rent
as provided above in subparagraph  (d), in which event Tenant shall be obligated
to pay such  accelerated  amount  as  provided  in such  subparagraph),  (i) the
installments  of the Minimum Rent,  additional rent and Percentage Rent accruing
during such  remainder of the Term (or, if this Lease has then been  terminated,
damages  equaling the  respective  amounts of such  installments  (determined as
provided in subparagraph 14.2(d) which would have accrued during such remainder,
had this Lease not been terminated),  plus (ii) the cost to Landlord of any such
reletting  (including,  by way of example rather of  limitation,  any attorneys'
fees, leasing or brokerage  commissions,  repair or improvement expenses and the
expense of any other actions taken in connection  with such  reletting) less any
monies  received by Landlord with respect to such  remainder from such reletting
of any and all of the Leased Premises.

     (g) Recover  from  Tenant,  an amount equal to (i) all items of accrued and
unpaid Rent, (ii) all reasonable expenses  (including,  by way of example rather
than 6f limitation,  all  repossession  costs,  management  expenses,  operating
expenses,  legal expenses and attorneys' fees) incurred by Landlord in curing or
seeking to cure any  default or in  exercising  or  seeking to  exercise  any of
Lessor's  rights any remedies under the provisions of this Lease or at law or in
equity on account of any default,  plus (iii) interest on all such expenses,  at
the rate provided in Section 20.13,  all of which expenses and interest shall be
payable by Tenant immediately on demand therefor by Landlord.

     (h) Without terminating this Lease, maintain Tenant's rights to possession,
in which case this Lease shall  continue  to be in effect  whether or not Tenant
shall have  vacated  the  Leased  Premises.  In such  event,  Landlord  shall be
entitled  to enforce all of  Landlord's  rights and  remedies  under this Lease,
including the right to recover Rent as it become due hereunder.

     (i) Any damage or loss of Rent  sustained  by Landlord  may be recovered by
Landlord, at Landlord's option, at the time of the reletting or termination,  in
a single action or in separate actions,  from time to time, as said loss of Rent
or damages shall accrue, or in a single proceeding  deferred by Landlord or with
jurisdiction  reserved by the court,  until expiration of the Term of this Lease
(in which event Tenant hereby agrees that,  at Landlord's  option,  the cause of
action shall not be deemed to have accrued  until the date of expiration of said
Term).


<PAGE>
     (j) Nothing  contained  herein shall prevent the  enforcement  of any claim
Landlord may have against Tenant for  anticipatory  breach of this Lease. In the
event of any anticipatory breach by Tenant of any of the covenants or provisions
hereof or in the event of  Tenant's  default,  Landlord  shall have the right of
injunction  and the right to invoke any remedy allowed at law or in equity as if
re-entry,  summary  proceedings and other remedies were not provided for herein.
Mention in this Lease of any particular  remedy shall not preclude Landlord from
any  other  remedy  under  this  Lease or, at law or in  equity.  Tenant  hereby
expressly waives for itself and all persons  claiming by or through Tenant,  any
and all rights to redeem, reinstate or restore, or obtain relief from forfeiture
of this  Lease  granted  by or under any  present  or future law in the event of
Tenant being evicted or dispossessed  for any cause, or in the event of Landlord
obtaining possession of the Leased Premises by reason of the violation by Tenant
of any of the covenants and conditions of this Lease.

     (k) In case suit shall be brought for recovery of the Leased Premises,  for
the recovery of Rent or any other amount due under the provisions of this Lease,
or because of the breach of any other covenant  herein  contained on the part of
Tenant to be kept and performed, and a breach shall be established, Tenant shall
pay to Landlord all costs and expenses incurred therefor,  including  Landlord's
attorney's reasonable fees and expenses.

     (II Nothing herein  contained shall limit or prejudice  Landlord's right to
prove and obtain as damages, by reason of any default by Tenant, an amount equal
to the maximum allowed by statute or rule of law in effect at the time when, and
governing the proceedings in which, such damages are to be proved. No expiration
or  termination  of this  Lease,  abandonment,  re-entry by Landlord or vacancy,
shall relieve Tenant of any of its liabilities and obligations  under this Lease
(whether or not any or all of the Leased  Premises are relet),  and Tenant shall
remain


liable to  Landlord  for all  damages  resulting  from any  default  by  Tenant.
including  any  damage  resulting  from  the  breach  by  Tenant  of  any of its
obligations to pay Minimum Rent,  Percentage Rent, additional rent and any other
sums which Tenant is obligated to pay hereunder.

     (m) The rights and remedies of Landlord under this Lease shall be deemed to
be  cumulative,  and no one of such rights or remedies shall be exclusive at law
or in equity of the other  rights  and  remedies  of  Landlord  on  account of a
default by Tenant,  and the exercise of any one such right or remedy by Landlord
shall not impair Landlord's standing, right or power to exercise any other right
or remedy.

     Section 14.3. Bankruptcy.  (a) Neither Tenant's interest in this Lease, nor
any estate hereby  created in Tenant nor any interest  herein or therein,  shall
pass to any  trustee or receiver of  assignee  for the benefit of  creditors  or
otherwise by operation of law, except as may  specifically be provided  pursuant
to the  Bankruptcy  Code (11 USC ss. 101 et ~.), as the same may be amended from
time to time.

     (b) Rights and Obligations  Under Bankruptcy Code. (1) It is understood and
agreed that this Lease is a lease of real property in a Shopping  Center as such
lease is described  in Section 365 of the  Bankruptcy  Code,  as the same may be
amended  from time to time.  (2) Upon the  filing of a  petition  by or  against
Tenant under the Bankruptcy Code, Tenant, as debtor and as debtor-in-possession,
and any trustee who may be appointed  with respect to the assets of or estate in
bankruptcy  of Tenant,  agree to pay monthly in advance on the first day of each
month,  as  reasonable  compensation  for the use and  occupancy  of the  Leased
Premises, an amount equal to all Minimum Rent, additional rent and other charges
otherwise due pursuant to this Lease, and to pay Percentage Rent monthly, at the
Percentage Factor set forth in this Lease for the Lease Year in which such month
falls,  on all of the Gross  Sales  during  such month in excess of  one-twelfth
(1/12th)  of the Sales  Break  Point for such  Lease  Year;  payment of all such
Percentage Rent to be made by the tenth (10th) day of the succeeding  month. (3)
Included within and in addition to any other  conditions or obligations  imposed
upon Tenant or its successor in the event of the assumption and/or assignment of
this  Lease  are the  following:  (i)  the  cure of any  monetary  defaults  and
reimbursement  of  pecuniary  loss  within  not more  than  thirty  (30) days of
assumption and/or assignment; (ii) the deposit of an additional sum equal to not
less than three (3) months' Minimum Rent and additional rent to be held pursuant
to the terms of Section  2.4 of this  lease,  which sum shall be  determined  by
Landlord, in its sole discretion, to be a necessary deposit to secure the future
performance  under the Lease of  Tenant  or its  assignee;  (iii) the use of the
Leased  Premises  as set forth in  Section  4.1 of this  Lease and the  quality,
quantity and/or lines of merchandise,  goods or services  required to be offered
for sale are unchanged;  and (iv) the prior written  consent of any mortgagee to
which this Lease has been assigned as collateral security.


<PAGE>
     Section 14.4.  Additional Remedies and Waivers.  The rights and remedies of
Landlord set forth herein shall be in addition to any other right and remedy now
or hereafter provided by law, including but not limited to the statutes,  rules,
regulations  and  judicial  decisions  of the  State,  and all such  rights  and
remedies shall be cumulative. No action or inaction by Landlord shall constitute
a waiver of a default or  termination  and no waiver of  default or  termination
shall be effective unless it is in writing, signed by Landlord.

     Section  14.5.  Landlord's  Cure of Default.  If Tenant shall be in default
hereunder,  Landlord shall have the option,  but not the obligation,  upon three
(3) days  written  notice to Tenant  (except in the event of any  emergency,  in
which even no notice shall be required), to cure the act or failure constituting
said default for the account of and at the expense of Tenant. Landlord's cure or
attempt to cure any act or failure  constituting the default by Tenant shall not
result in a waiver or release of Tenant. Tenant agrees to pay Landlord interest,
in  accordance  with  Section  20.1 3 hereof,  on all sums  expended by Landlord
pursuant  to this  Section  14.5 from the date of such  expenditure,  and Tenant
agrees to pay the costs incurred by Landlord pursuant to this Section 14.5, plus
a charge of fifteen  percent (15%) of such costs,  to Landlord  upon demand,  as
additional rent.


                                   ARTICLE XV

                                 RIGHT OF ACCESS

     Landlord may, at any reasonable time or times,  upon prior notice to Tenant
(except  in the event of an  emergency,  or if Tenant is in  default  under this
Lease,  in which  event no  notice  shall be  required),  before  and  after the
Commencement  Date, enter upon the Leased Premises,  any portion thereof and any
appurtenance  thereto (with men and materials,  if required) for the purpose of:
(a) inspecting the same;  (b) making such repairs,  replacements  or alterations
which  Landlord  may be required  to perform as herein  provided or which it may
deem desirable for the Leased  Premises;  and (c) showing the Leased Premises to
prospective purchasers,  lenders or lessees.  Landlord hereby expressly reserves
the  right,  exercisable  at any time and from  time to  time,  to  erect,  use,
maintain and repair pipes,  conduits,  plumbing,  vents, ducts and wires in, to,
under and through the Leased Premises as and to the extent that Landlord may now
or hereafter  deem to be necessary or appropriate  for the proper  operation and
maintenance of the Shopping Center.  Any redecorating or repair  necessitated by
reason  of  location  of  same   within  the  Leased   Premises   shall  be  the
responsibility  of Landlord.  Landlord  agrees to hold Tenant  harmless from any
damage or injury to person or property  to the extent  resulting  from  Landlord
exercising its rights under this Article XV. In the exercise of its rights under
this  Article  XV,  Landlord  shall use  reasonable  efforts  to avoid  material
interference with the operation of Tenant's business within the Leased Premises.
Landlord agrees that,  except in the event of an emergency,  and provided Tenant
shall make an employee  of Tenant  available  to  accompany  Landlord  following
Landlord's notice to Tenant of the necessity therefor,  Landlord shall not enter
the Leased Premises  during the Term without an employee of Tenant  accompanying
Landlord's representative.


<PAGE>
                                     DELAYS

     If Landlord or Tenant is delayed or prevented from  performing any of their
respective  obligations  during  the  term of this  Lease  because  of  strikes,
lockouts,  labor  troubles,  inability to procure  materials,  failure of power,
governmental restrictions or reasons of a like nature not the fault of the party
delayed in performing such  obligation,  then the period of such delays shall be
deemed  added  to the  time  herein  provided  for the  performance  of any such
obligation  and the  defaulting  party shall not be liable for losses or damages
caused by such delays;  provided,  however, that, subsequent to the Commencement
Date,  this Article shall not apply to the payment of any sums of money required
to be paid by Tenant  hereunder or any obligation of Landlord or Tenant that can
be  satisfied  by the  payment of money,  and shall not excuse  Tenant  from its
obligation to  continuously  operate its business  within the Leased Premises in
accordance with the provisions of Section 4.1 and 4.2 hereof.

     SEE ATTACHED RIDER FOR INSERTS

                                  ARTICLE XVII

                                   END OF TERM

     Section  17.1.  Return of Leased  Premises.  Upon the  expiration or sooner
termination  of the term of this  Lease,  Tenant  shall  quit and  surrender  to
Landlord the Leased Premises, broom-clean, in good order and condition, ordinary
wear and tear excepted,  and shall  surrender to Landlord all keys to or for the
Leased  Premises and inform  Landlord of all  combinations  of locks,  safes and
vaults, if any, in the Leased Premises. Subject to the provisions of Section 3.5
hereof,  Tenant, at its expense,  shall promptly remove all personal property of
Tenant,  repair all damage to the Leased  Premises  caused by such  removal  and
restore  the  Leased  Premises  to the  condition  which  existed  prior  to the
installation  of the property so removed.  Any  personal  property of Tenant not
removed within ten (10) days following the expiration or earlier  termination of
the Lease  shall be deemed to have been  abandoned  by Tenant and to have become
the  property of Landlord,  and may be retained or disposed of by  Landlord,  as
Landlord shall desire.  Tenant's  obligation to observe or perform the covenants
set forth in this Section shall survive the  expiration or  termination  of this
Lease.

     Section 17.2.  Holding Over. If Tenant shall hold  possession of the Leased
Premises after the expiration or termination of this Lease, at Landlord's option
(a) Tenant shall be deemed to be occupying the Leased  Premises as a tenant from
month-to-month,  at one hundred  fifty  percent  (150%) of the Minimum  Rent and
other charges in effect during the last Lease Year  immediately  preceding  such
holdover and otherwise subject to all of the terms and conditions of this Lease,
or (b) Landlord  may  exercise any other  remedies it has under this Lease or at
law  or  in  equity   including   an  action  for   wrongfully   holding   over.
Notwithstanding  the  foregoing,  if Tenant is  negotiating  in good  faith with
Landlord to renew or extend the Term for the Leased  Premises  (or a  relocation
within the  Shopping  Center),  then Tenant may occupy the Leased  Premises on a
month-to-month tenancy at 1/12th of the annual Minimum Rent for the last year of
the Term.


                                  ARTICLE XVIII

                           COVENANT OF QUIET ENJOYMENT

     Landlord  covenants  that if, and so long as,  Tenant pays the Rent and all
other charges provided for herein, and performs all of its obligations  provided
for herein,  Tenant shall, at all times during the Term peaceably have, hold and
enjoy  the  Leased  Premises,  without  any  interruption  or  disturbance  from
Landlord,  or anyone lawfully or equitably  claiming  through or under Landlord,
subject  to the terms  hereof  and any  mortgage  or deed of trust to which this
Lease shall be subordinate.

<PAGE>
                                   ARTICLE XIX

                                    UTILITIES

     Section 19.1. Utilities.  Tenant agrees to connect to and use the utilities
(including  electricity,  water, gas, heat,  condenser water,  telephone and any
other utility)  supplied to the Leased  Premises in accordance with the criteria
set  forth in the  Exhibits  attached  to this  Lease,  Landlord's  schedule  of
mechanical and electrical design criteria, Landlord's rules and regulations, and
the rules and regulations of the utility companies supplying the service. Tenant
shall  be  solely  responsible  for and  promptly  pay all  costs  and  charges,
including  installation  thereof where  applicable,  for all water,  gas,  heat,
electricity,  sewer and other  utilities  provided  or used in or at the  Leased
Premises,  commencing  with the  Delivery  of  Possession  Date  and  continuing
throughout the Term. If Landlord shall elect to supply any of the utilities used
upon or furnished to the Leased Premises, Tenant agrees to pay Tenant's share of
Landlord's  hard and soft costs  associated  with the  installation,  operation,
maintenance  and repair of such  utility  systems,  based on Tenant's  estimated
usage  and its pro rata  share of such  hard and soft  costs as  reflected  on a
monthly invoice to be provided by Landlord; provided, however, in no event shall
Tenant's  total  charges for utilities  provided by Landlord  exceed what Tenant
would be charged by the local utility company it if were billed directly by such
utility as a direct retail customer.  Landlord shall not be liable to Tenant for
any loss,  damage or expense which Tenant may sustain if the  utilities,  or the
quality or character of utilities used upon or furnished to the Leased  Premises
are no longer available or suitable for Tenant's requirements,  or if the supply
of any such utility

ceases  or is  interrupted  as a  result  of  any  cause  and  no  such  change,
interruption or cessation of service shall constitute an eviction of Tenant. Any
furnishing by Landlord of light,  condenser  water,  heat, air  conditioning  or
power shall be conditioned  upon the  availability  of adequate  energy sources.
Landlord shall have the right to reduce heat, condenser water,  lighting and air
conditioning  within the Shopping Center,  including,  without  limitation,  the
Leased  Premises and the common areas, as required by any mandatory or voluntary
fuel or energy saving allocation, or any similar statute,  regulation,  order or
program. SEE ATTACHED RIDER FOR INSERTS

     Section 19.2. Electricity,  Telephone and Gas. All telephone,  electric and
gas (with gas being available only to food service  tenants) utility required by
Tenant for the Leased  Premises  shall (if  available)  be obtained by Tenant in
accordance with Exhibit "D" and shall be installed by the appropriate company or
utility.  All charges  for such  utility  service  (including  the  installation
thereof)  shall be paid by Tenant  directly to the company or utility  providing
any such service, as and when they become due and payable.

     Section 19.3. Trash and Garbage Removal. Tenant shall be solely responsible
for trash and garbage removal from the Leased Premises  including the placing of
all trash and garbage in containers  provided by Landlord for such  purpose.  In
the event Landlord elects to furnish such service to the tenants in the Shopping
Center,  Tenant  agrees to use only the service  provided by Landlord and to pay
for such service  (including both the cost of leasing containers and the cost of
removal) monthly, as additional rent, in accordance with the uniform schedule of
charges to be established by Landlord.  In no event shall Tenant be obligated to
pay Landlord more for such trash and garbage removal service than the prevailing
competitive rates of reputable independent trash removal contractors for service
similar to that provided by Landlord.

     Section  19.4.  Water and Sewer.  The cost of water and sanitary  sewer for
usage in the  Shopping  Center  shall be  included  in Common  Area  Maintenance
Expenses,  except for food  service  tenants  which shall be billed  directly by
Landlord or by the supplier of water and sanitary  service and any other tenants
which are billed  directly by Landlord or such supplier.  Landlord  reserves the
right to install a water  meter in the Leased  Premises at any time or from time
to time to  measure  Tenant's  consumption  of water  therein  and  bill  Tenant
directly for the cost of such consumption. Tenant shall pay, as additional rent,
the amount of each bill within fifteen (15) days after such bill is rendered.
<PAGE>
     Section  19.5.  Grease  Interceptors.  Landlord  will  arrange  for regular
periodic  service and cleaning of all grease  interceptors at Tenant's  expense.
Cost of service and  cleaning of grease  interceptors  will be  allocated  among
grease  interceptors  serving  food  court(s)  and grease  interceptors  serving
individual  tenants  in  proportion  to  grease  trap  size.  Tenants  served by
individual grease traps will pay the pro rata share of the cost for their grease
trap.  The share of grease trap service and cleaning  cost  app6rtioned  to food
court grease traps will be paid by food court  tenants as part of the food court
common facilities expenses.


                                   ARTICLE XX

                                  MISCELLANEOUS

     Section  20.1.  Entire  Agreement.  This Lease  together with the Exhibits,
attached hereto and incorporated  herein contains the entire  agreement  between
the  parties  hereto  and  there  are  no  promises,   agreements,   conditions,
undertakings,  or warranties,  or representations,  oral or written,  express or
implied,  between them other than as herein set forth. No change or modification
of this Lease or of any of the  provisions  hereof  shall be valid or  effective
unless the same is in writing  and signed by the parties  hereto.  No alleged or
contended  waiver  of any of the  provisions  of this  Lease  shall  be valid or
effective  unless in writing signed by the party against whom it is sought to be
enforced.

     Section 20.2.  Notices.  No notice or other  communication given under this
Lease  shall be  effective  unless the same is in writing  and is  delivered  in
person or mailed by  registered or certified  mail,  return  receipt  requested,
first class,  postage  prepaid,  or delivered by Federal Express or a comparably
reliable  national air courier service (i.e.,  one which delivers  service in at
least  forty-eight  (48) states) provided that any such courier service provides
written  evidence  of  delivery.  Any  such  notice  or  communication  shall be
addressed:

     (a) If to  Landlord,  200 East Long Lake  Road,  P.O.  Box 200,  Bloomfield
Hills,  Michigan 48303-0200 or to such other address as Landlord shall designate
by giving notice thereof to Tenant;

     (b) If to Tenant,  at the address set forth for Tenant on the Data Sheet of
this Lease,  or such other  address as Tenant shall  designate by giving  notice
thereof to Landlord.

     The date of  service  of any  notice or other  communication  given by mail
shall be the date on which such notice is deposited in the U.S. mails.  The date
of service of any notice given by courier service (as described  above) shall be
one (1) day after deposit with such courier service.

     Section  20.3.  Successors.  All rights and  liability  herein given to, or
imposed upon, the respective parties hereto shall extend to and bind the several
respective heirs, executors, administrators, successors, and assigns of the said
parties;  and if there shall be more than one Tenant, or more than one person or
entity  acting  collectively  as  Tenant,  they shall all be bound  jointly  and
severally by the terms,  covenants and agreements  herein. Any restriction on or
requirement  imposed upon Tenant hereunder shall be deemed to extend to Tenant's
Guarantor, Tenant's sublessees, Tenant's assignees and Tenant's invitees, and it
shall be Tenant's obligation to cause the


<PAGE>
     foregoing  persons to comply with such  restrictions  or  requirements.  No
rights,  however, shall inure to the benefit of any assignee or other transferee
of Tenant,  and no rights or benefits  shall be conferred upon any such assignee
or  transferee  by reason of this Section  20.3,  unless such rights or benefits
shall be expressly otherwise set forth in this Lease.

     Section  20.4.   Liability  of  Landlord.   Neither  Landlord,   Landlord's
beneficiaries,  any persons or entities comprising Landlord, or any successor in
interest to Landlord (or to such  persons or  entities)  shall have any personal
liability for any failure by Landlord to perform any term, covenant or condition
of this Lease. If Landlord shall fail to perform any covenant, term or condition
of this Lease upon Landlord's  part to be performed,  and if 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
execution  of such  judgment  and levied  thereon  against the right,  title and
interest  of Landlord in the  Shopping  Center and out of rents or other  income
from such property 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, subject,  nevertheless, to the
rights of Landlord's  mortgagee,  and neither Landlord nor any of the parties or
entities  comprising  Landlord  herein shall be liable for any  deficiency.  The
foregoing limitation of liability shall be noted in any judgment secured against
Landlord and in the judgment index.

     Section 20.5.  Brokers.  Tenant  warrants and represents  that there was no
broker or agent  instrumental  in  consummating  this  Lease.  Tenant  agrees to
indemnify and hold Landlord  harmless  against any claims for brokerage or other
commissions  arising by reason of a breach by Tenant of this  representation and
warranty.

     Section 20.6. Transfer by Landlord. Landlord hereunder shall have the right
to freely assign this Lease without notice to or consent of Tenant.

     Section 20.7. No  Partnership.  Notwithstanding  the fact that a portion of
the rent reserved  hereunder may be a percentage  of Tenant's  Gross Sales,  and
notwithstanding  anything else to the contrary,  Landlord shall not be deemed to
be partner of Tenant or a joint venturer with Tenant.

     Section  20.8.  Waiver  of  Counterclaims.  Tenant  shall  not  impose  any
counterclaim or counterclaims  in a summary  proceeding or other action based on
termination  or holdover,  it being the intent of the parties hereto that Tenant
be strictly  limited in such instance to bringing a separate action in the court
of appropriate  jurisdiction.  The foregoing waiver is a material  inducement to
Landlord making,  executing and delivering this Lease and Tenant's waiver of its
right  to  counterclaim  in any  summary  proceeding  or other  action  based on
termination or holdover is done so knowingly, intelligently and voluntarily.

     Section 20.9. Waiver of Jury Trial.  Landlord and Tenant hereby waive trial
by jury in any  action,  proceeding  or  counterclaim  brought  by either of the
parties  hereto  against the other on, or in respect  of, any matter  whatsoever
arising out of or in any way  connected  with this Lease,  the  relationship  of
Landlord and Tenant hereunder,  Tenant's use or occupancy of the Leased Premises
and/or any claim of injury or damage.

     Section  20.10.  Severability.  If  any  provision  of  this  Lease  or the
application  thereof  to any  person  or  circumstances  shall to any  extent be
invalid or  unenforceable,  the remainder of this Lease,  or the  application of
such  provision to persons or  circumstances  other than those as to which it is
invalid or unenforceable,  shall not be affected thereby,  and each provision of
this Lease shall be valid and be enforced to the  fullest  extent  permitted  by
law.

     Section 20.11. No Waiver.  No failure by Landlord to insist upon the strict
performance of any term, covenant, agreement, provision, condition or limitation
of this Lease to be kept,  observed or  performed  by Tenant,  and no failure by
Landlord to  exercise  any right or remedy  available  upon a breach of any such
term,  covenant,  agreement,  provision,  condition or  limitation of this Lease
shall  constitute  a waiver of any such  breach or of any such  term,  covenant,
agreement, provision, condition or limitation.


<PAGE>
     Section 20.12. Consumer Price Index. As used herein, "Consumer Price Index"
or "Index" shall mean the Consumer Price Index for All Urban Consumers  (1982-84
= 100), U.S. City Average, All Items,  published by the United States Department
of  Labor,  Bureau  of  Labor  Statistics  (or such  comparable  index as may be
utilized in substitution  for or as the successor to the stated Index).  If such
Index is not published by the Bureau of Labor  Statistics or by another  similar
governmental  agency  at any  time  during  the  Term,  then  the  most  closely
comparable  statistics  on the  purchasing  power  of  the  consumer  dollar  as
published by a responsible financial authority and selected by Landlord shall be
utilized in lieu of such Index.

     Section  20.13.  Interest.  Any amount due from Tenant to  Landlord  herein
which is not paid when due shall bear  interest at a rate per annum equal to the
Federal  Reserve Bank discount  rate as published in the Wall Street  Journal on
the 25th day of the month  preceding  the date  upon  which  the  obligation  is
incurred (or the next business day thereafter if the 25th is not a weekday) plus
five percent (5%) unless otherwise specifically provided herein, but the payment
of such  interest  shall not  excuse or cure any  default  by Tenant  under this
Lease. In no event shall any interest calculated hereunder be at a rate which is
higher than the maximum rate which is allowed under the usury laws of the State,
which  maximum  rate of  interest  shall be  substituted  for the rate in excess
thereof, if any, computed pursuant to this provision.

     Section  20.14.  Excavation.  If an  excavation  shall  be made  upon  land
adjacent to the Leased Premises, or shall be authorized to be made, Tenant shall
afford to the person causing or authorized to cause such excavation,

license to enter upon the Leased  Premises for the purpose of doing such work as
said person  shall deem  necessary to preserve the wall or the building of which
the Leased Premises form a part from injury or damage and to support the same by
proper foundation,  without any claim for damages or indemnity from Landlord, or
diminution or abatement of rent.

     Section  20.15.  Rules and  Regulations.  Tenant  agrees to comply with and
observe all  reasonable  rules and  regulations  established by Landlord for the
Shopping  Center from time to time.  Tenant's  failure to keep and observe  such
rules and regulations  shall  constitute a default pursuant to the terms of this
Lease in the manner as if the same were  contained  herein as  covenants,  which
shall carry with it the same  consequences  under Article XIV hereof as Tenant's
failure to pay rent.

     Section 20.16.  Financial Statements.  Upon Landlord's written request from
time to time,  Tenant  shall,  within  ten (10) days  after  Landlord's  request
therefor,  furnish Landlord financial statements outlining Tenant's then current
financial condition and shall furnish financial statements outlining the current
financial  condition of any  Guarantor  of this Lease.  The  provisions  of this
Section 20.16 shall apply to financial  statements  of Tenant and/or  Guarantor.
Landlord may request  financial  statement(s)  not more than once per Lease Year
and shall use reasonable efforts to maintain all financial  information provided
in a confidential  manner;  provided,  however,  that Landlord may disclose such
financial  statements to  Landlord's  mortgagees  or  prospective  mortgagees or
purchasers.

     Section  20.17.  General  Rules  of  Construction.  (a) This  Lease  may be
executed in several  counterparts and the counterparts  shall constitute one and
the same  instrument.  (b)  Landlord may act under this Lease by its attorney or
agent. (c) Wherever a requirement is imposed on Tenant  hereunder,  Tenant shall
be required to perform such requirement at is sole cost and expense unless it is
specifically  otherwise provided herein. (d)(i) Wherever appropriate herein, the
singular includes the plural and the plural includes the singular; (ii) whenever
the word "including" is used herein, it shall be deemed to mean "including,  but
not limited to"; (iii) the words  "re-enter" and "re-entry" as used herein shall
not be restricted to their technical  legal meaning.  (e) Anything in this Lease
to the contrary  notwithstanding:  (i) any  provision  hereof  which  permits or
requires  a party to take any  particular  action  shall be  deemed to permit or
require,  as the case may be, such party to cause such  action to be taken;  and
(ii) any provision  hereof which  requires any party not to take any  particular
action  shall be deemed to require such party to prevent such action to be taken
by any person or by operation of law.


<PAGE>
     Section 20.18. Recording.  Neither this Lease nor any memorandum hereof may
be recorded without the express written consent of Landlord.

     Section  20.19.  Effective  Date. For all purposes  hereof,  the "Effective
Date" of this Lease  shall be the date upon  which  this  Lease  shall have been
executed by both parties and  physically  delivered by Landlord to Tenant or its
attorney. Prior to the Effective Date, neither this Lease nor anything hereunder
contained  shall be  legally  binding  on either  Landlord  or  Tenant,  and the
submission of this Lease by Landlord to Tenant prior to such  Effective Date for
examination or consideration by Tenant or discussion between Landlord and Tenant
shall not  constitute  a  reservation  of or option for the Leased  Premises  or
create any legal obligation or liability whatsoever on Landlord.

     Section 20.20. Headings. The captions, section numbers, article numbers and
index  appearing in this Lease are inserted 6nly as a matter of convenience  and
in no way  define,  limit,  construe,  or  describe  the scope of intent of such
sections or articles of this Lease nor in any way affect this Lease.

     In confirmation of their agreement to enter into this  Lease(including  the
Data  Sheet,  Articles I to XX.  All  exhibits  and the Rider (if Any)  attached
hereto), and intending to be bound hereby,  Landlord and Tenant have caused this
Lease to be signed as of the day and year first above written.

In the presence of TAUBMAN AUBURN HILLS ASSOCIATES
LIMITED PARTNERSHIP, a Delaware
Partnership




TOYS INTERNATIONAL, INC.
A California corporation


ACKNOWLEDGEMENT OF LANDLORD

STATE OF

COUNTY OF

     On this 25th day of June 1998,  before me personally  appeared Dennis Hecht
to me known to be the person who executed the foregoing  Lease and  acknowledged
before me that he was duly  authorized and did execute same on behalf of TAUBMAN
AUBURN HILLS ASSOCIATES.

Notary Public: Dorothy Klusek


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                                       C-1
Exhibit "C"
Preface

     Landlord's   Work  -  White  Box  Work  to  be  performed  by  Landlord  in
constructing  the Leased  Premises shall be limited to those items expressly set
forth below in this Section II of this Exhibit C as "Landlord's Work". (deleted)
All  other  items  of work,  including  the  purchase  and  installation  of all
materials and equipment necessary for Tenant's use of the Leased Premises, shall
be provided by Tenant at Tenant's sole expense, and shall include, but shall not
be limited to, those items set forth in Section III of this Exhibit as "Tenant's
Work". The building in which the Leased Premises are a part shall be designed by
the  architect  and  engineer  retained  by the  Landlord  to design and oversee
construction  of  the  Shopping  Center  (herein  sometimes  referred  to as the
"Project").  Construction  shall meet the requirements  for a fully  sprinklered
building in accordance with the fire protection and building code program of the
local jurisdictional  authority as well as any development  agreement and master
declaration governing the Project, if applicable.  Landlord shall provide Tenant
with Tenant Handbooks  (Tenant Design Criteria)  hereinafter  referred to as the
"Tenant Handbooks".

Except as otherwise  provided  below,  Landlord  shall  initially  construct the
following:

A.    BUILDING SHELL WORK WITHIN AND AROUND THE LEASED PREMISES

        1.   Shell.  Landlord  shall  construct  the  building  shell  (building
             structure,  insulated roof and exterior  walls) in which the Leased
             Premises are to be located.  It is expressly  agreed and understood
             that the Leased  Premises  shall  constitute a portion of a covered
             mall building.

        2.   Exterior  appurtenances.  Public  entrance  features,  canopies and
             screen  walls at the exterior of the  building  structure  shall be
             provided by Landlord in locations  and of a design and in materials
             deemed appropriate by Landlord.

        3.   Outside  Walls.  If the Leased  Premises  abut an exterior wall and
             such wall is (a) masonry or pre-cast panels, then the wall shall be
             unfinished  on the  interior  or furred and  finished  with  gypsum
             board,  if located in sales area;  (b) metal  studs,  then the wall
             shall be metal  studs with  insulation,  and  interior  5/8" gypsum
             board taped,  sanded to 1 2'O" above the concrete floor as shown on
             the tenant shell drawing.

        4.   Demising Partitions. Landlord shall install heavy gauge metal demis
             -ing studs,
             16" or 24" on center, with 5/8" gypsum board on walls dividing the
             Leased Premises from other  premises,  to a minimum of 1 2'O" above
             slab and ready to paint. Such walls shall be configured in a way to
             allow  installation  of  Landlord's  smoke  venting  system or HVAC
             return air  clearances,  if  required.  Corridor  walls  shall,  on
             Tenant's  side,  receive  drywall,  rated  where  required,  taped,
             spackled and ready to paint. Sound barrier batt insulation shall be
             installed in all demising  partitions for tenants whose  operations
             include  services  with  noise  levels  higher  than  typical,   as
             determined by Landlord (including, but not limited to, food service
             tenants and arcades).

        5.   Neutral Pier. Where Landlord desires, a vertical demising strip may
             be located at the storefront line between  stores.  The center line
             and/or  back side of said strip may or may not  precisely  coincide
             with the lease line defining the Leased Premises.

        6.   Stockroom  Walls.  Landlord shall furnish and install metal studs 1
             6" or 24" on center,  with  gypsum  board on both sides to a height
             aligned with the underside of adjacent  steel joists or as required
             to maintain HVAC return air clearances,  taped,  spackled and ready
             to paint.  Landlord  shall locate the stockroom  wall in the Leased
             Premises so that the Leased  Premises are configured  approximately
             85% sales area to approximately 15% stock area.

        7.   Exterior  Service/Exit  Door.  Where the  Leased  Premises  abut an
             exterior wall or interior exit corridor, Landlord shall install one
             (1) 3'O" X 7'O" 1-3/4" hollow metal door and frame (with 1 1/2 pair
             butts and  temporary  lockset),  if required by Code or  Landlord's
             insurance carrier. The outside face of door will be


<PAGE>
                                       C-2

             finished by Landlord to match adjacent  construction  and shall not
             be modified by Tenant.  The location of such door will be indicated
             on the Space Layout  Drawing (as defined  herein).  Tenant's  store
             name and  space  number  will be  applied  adjacent  to the door by
             Landlord, per Landlord's  architect's  specifications and shall not
             be modified by the Tenant.

        8.   Interior  Service/Exit  Door.  Where the  Leased  Premises  abut an
             exit/service corridor, Landlord shall install one (1) 3'0" X 7'0" x
             1-3/4"  hollow  metal  door and  frame  (with 1 1/2 pair  butts and
             temporary  lockset),  if required by Code or  Landlord's  insurance
             carrier.  The hollow metal door and frame are to be finish  painted
             on the corridor  side with a color  selected by Landlord.  Tenant's
             store name and store number will be applied adjacent to the door by
             Landlord, per Landlord's  architect's  specifications and shall not
             be modified by the Tenant.

        9.   Floor Slab.  Landlord shall furnish a 4" thick slab on-grade,  with
             smooth  trowelled  concrete  surface.  The floor elevation from the
             storefront   lease   line  to  4'0"   within   the  space  will  be
             approximately  3/4" below the finished floor  elevation in the mall
             areas  adjacent  to the  Leased  Premises.  The floor slab shall be
             designed  for a maximum  bearing  capacity of 1 25 lbs.  per square
             foot.

        10.  Storefronts  and Sign Bands.  Landlord  shall design and  construct
             Tenant's  storefront and sign band.  The storefront  lease line, as
             established by Landlord,  shall be the line beyond which no element
             of the  storefront  may extend but may not  necessarily  follow the
             line of  construction.  The storefront  furnished by Landlord shall
             include one entry,  complete  with gypsum board soffit and security
             closure. The width of the security closure will be as follows:

Storefront width up to 25'              8' wide
Storefront width 26'- 35'               10' wide
Storefront width 36' and up             12' wide
                                           
                                     SEE ATTACHED RIDER FOR INSERTS

             The  above  storefront  width  may  vary  with  specific   location
             restrictions. Refer to Space Layout Drawing for exact opening size.

        11.  Ceiling  Grid.  Landlord  shall  provide a 2' X 4' T-bar  open grid
             defining the ceiling plane,  which shall meet the  requirements  of
             the Landlord's smoke venting system, if required.  Tenant shall not
             alter the degree of openness of the ceiling grid.

        12.  Exposed Construction.  All exposed construction shall be painted
             in a color approved by Landlord, including, but not limited to, all
             steel construction,  metal deck, ductwork, conduit, junction boxes,
             etc.

B.    FINISH WORK OUTSIDE THE LEASED PREMISES

        1.   Exterior Areas. Landlord shall provide parking areas, access roads,
             delivery  areas,   drainage  systems,   walks,   ramps,   lighting,
             landscaping and planting,  striping,  signage, and other facilities
             and  improvements,  all as determined by Landlord,  in the exterior
             common area.

        2.   Interior Areas. Landlord shall provide enclosed air-conditioned and
             lighted  malls,  courts and  entry-ways,  lighted  delivery  areas,
             service and exit  corridors,  ramps,  public  restrooms,  meter and
             valve rooms and all other areas,  facilities  and buildings used in
             the maintenance and operation of the Project,  all as determined by
             Landlord.

C.    BUILDING UTILITY SYSTEMS SERVING THE LEASED PREMISES

     1.  Mechanical.  An air  conditioning  system (the "HVAC  System") shall be
designed and installed by Landlord in the Leased Premises in accordance with the
requirements of Jurisdictional  Codes. The HVAC System may be a central variable
air volume,  fixed temperature system serving multiple tenants or, as determined
by Landlord or may be individual  packaged  roof-top units  delivering  constant
volume,  variable  temperature air directly to the Leased Premises,  at Tenant's
sole cost and expense in  accordance  with the schedule set forth on Exhibit CC,
attached  hereto.  The HVAC System shall  include  ducts,  outlets,  grilles and
controls.


<PAGE>
1                                    C-4

     2. Electrical.  Landlord shall install an electrical  system for the Leased
Premises  of the  size and  capacity  described  in the  Tenant  Handbooks.  The
electrical system shall include 480 volt 3 phase 3 wire service,  provisions for
metering,  conduit,  conductors,  480  volt  panel,  or  disconnect  switch,  as
determined by Landlord, power transformer,  1 20/208 volt panel and distribution
wiring to Landlord supplied lights,  outlets,  and other  accessories  described
below. Landlord shall install 2' X 4' fluorescent lay-in light fixtures based on
an average of one  fixture  per 80 square  feet of sales area and two tube strip
fluorescent  lighting based on an average of one fixture per 1 50 square feet of
stock area. All fluorescent  lighting shall be 3 lamp,  glare-free type fixtures
recessed and shielded with 1 8 cell metal parabolic cube reflectors.  Exit signs
and  emergency  lights shall be provided to meet Code.  Landlord  shall  provide
duplex  outlets  in  demising  walls up to one  outlet  every 40 feet on center.
Landlord shall provide one 20 amp dedicated sign circuit with junction box to be
located at the front entry of the Leased Premises, and one 20 amp dedicated cash
register  circuit and  storefront  soffit  lighting  wired to Tenant's  electric
panel.  Additional  duplex  outlets  may be provided  by  Landlord,  at Tenant's
expense.

     3. Toilet Room.  If required by Landlord or Codes,  Landlord  shall install
complete restroom  facilities,  including water,  sanitary sewer, vent, plumbing
fixture,  toilet exhaust and specialty items,  conforming to applicable Code and
ADA requirements.

     4. Sprinkler System. Landlord shall install a hydraulically calculated fire
protection  sprinkler  system in the Leased Premises which shall include risers,
bulk mains,  cross mains,  branch lines and upturned  sprinkler heads at the bar
joists.  The  quantity of heads  provided by Landlord  will be no less than that
required by Code.

     5. Telephone  System.  Landlord shall provide  telephone service closets at
various  locations  throughout  the Project.  Tenant,  at Tenant's sole cost and
expense,  shall extend service from the service closets to the Leased  Premises.
Routing  of the  service  by  Tenant  shall be  through  Tenant's  rear  service
corridor, in Landlord-supplied bridle rings. If Tenant does not have an adjacent
service corridor and/or the adjacent  corridor does not abut a telephone room, a
conduit  shall be  provided  by  Landlord  from the Leased  Premises or adjacent
corridor to a corridor adjacent to a telephone room.

     6. (deleted)

D.     GENERAL PROVISIONS

     1. Minor changes in plans or specifications  covering Landlord's Work which
may be necessary  during design and construction of the Project or affecting the
Leased  Premises  shall  not in any way  invalidate  the  terms of the  Lease or
Section II of this  Exhibit C, nor shall any such  change  require  Landlord  to
provide any work not described herein.

     2. Landlord shall have the right to specify or change the location,  either
before or after  construction,  of all utility lines, ducts,  drains,  sprinkler
mains and valves,  and such other facilities  within the Leased Premises,  as is
made  necessary  by  engineering  design  and/or  Code  requirements.  The items
described above shall be located so as not to materially interfere with Tenant's
use of the Leased  Premises (as permitted  hereunder).  Landlord  shall have the
right to relocate and specify the location of mechanical and other  equipment on
the roof over the Leased Premises.

     3. (deleted)

     4. Landlord shall have the right to perform,  at Tenant's  expense,  any of
Tenant's  Work  which,  Landlord  determines,  in its sole  discretion,  must be
performed (a) immediately  and/or on an emergency basis for the best interest of
The Project, (b) to the extent required for Landlord's compliance with Code, or,
(c) to the extent  necessary to obtain any certificate of occupancy  required by
the Landlord or any other tenant in the Project.


<PAGE>

                              GREAT LAKES CROSSING
                                  EXHIBIT "C-i"
                                    UTILITIES


     (Attached  to and  forming  a Dart of  Exhibit  C and  Exhibit  D;  Section
references  correspond  to the  Section  numbers  set forth in  Exhibit C and/or
Exhibit D, as noted.)

EXHIBIT C, SECTION C: LANDLORD'S WORK

A.   Building Utilities and Services

      1. Points of connection,  for Tenant's use, to the following  utilities in
locations and sizes determined by Landlord.

         a.Tenants designated to receive Central Air Conditioning  Supply System
           (areas defined on leasing plans and Exhibit "A" of this Lease).



<PAGE>
1.  Sanitary sewer stub.

2.  Plumbing vent stub.

3.  Domestic cold water stub.

4. Fire  protection  sprinkler  system  main and basic  sprinkler  grid.  

5. Air conditioning supply duct stub. 

6. Main temperature control communications loop.

7. Toilet exhaust header duct stub.

8.  Central electric utility company distribution centers (480/3PH, 3W, 60HZ).

9. Central telephone company distribution boards.


<PAGE>
        b. Tenants designated to install individual heating, ventilating and air
           conditioning  systems (areas defined on leasing plans and Exhibit "A"
           of this Lease).

           1. Sanitary sewer stub.
           2. Kitchen waste system sewer stub (if applicable).  
           3. Plumbing vent stub.
           4. Domestic cold water stub.
           5. Fire protection sprinkler system main and basic sprinkler grid. 
           6. Central gas utility company metering  manifolds.  
           7. Central electric utility company distribution centers (480/3PH,3W,
              60HZ). 
           8. Central telephone company distribution boards.


EXHIBIT D. SECTION II: CRITERIA - TENANT'S WORK.

The requirements,  criteria,  and/or outline  specifications as set forth herein
represent  minimum  standards  for the design,  construction,  and finish of the
mechanical and' electrical systems, whether designed and/or built by Landlord or
Tenant, unless otherwise indicated in specific Lease Agreements.

A.  Mechanical

      1.Plumbing:

     a. Plumbing  fixtures and  accessories  shall be of commercial  quality and
shall be of a water-conserving type.

     b. Water  heaters  shall be  electric,  except  Food and  Beverage  Service
tenants where gas units may be permitted.

     c. Floor drains shall be provided in toilet rooms and kitchens and /or food
service areas.

     d Food and  Beverage  Service  tenants  will be  required  to pipe  certain
fixtures  into the  "Kitchen  Waste  System" in  accordance  with code.  Subject
tenants will be required to pay their  proportionate share of all costs involved
in service,  maintenance,  repairs  and/or  replacement  of the  "Kitchen  Waste
System."

     e. Food and Beverage  Service tenants shall further provide gas service and
branch  line  extension  from the gas meter  center  to and  within  the  Leased
Premises.

     f. Food and Beverage  Service  tenants (and certain other high water volume
users)  shall  provide  a water  meter  (calibrated  in  gallons)  in an  easily
accessible location (or, at Landlord's  direction,  Tenant will install a remote
reader device).


<PAGE>
2.  Heating, Ventilating, and Air Conditioning:

    a.  Tenants  designated to receive  Central Air  Conditioning  Supply System
        (areas defined on leasing plans and Exhibit "A" of this Lease).

               (i) The Leased  Premises are served from a centrally  conditioned
          air supply system  installed by Landlord,  which will deliver,  during
          regular  Shopping  Center business  hours,  filtered,  cooled air at a
          fixed  temperature  and  variable  volume.  The system is  designed to
          maintain  the Leased  Premises at 760F.  + 20F. DB and 50% RH + 5% RH,
          when outdoor  temperature is 900F. DB and 730F. WB, and Tenant's total
          internal  sensible  and latent  heat gain does not exceed 1 9 BTU/hour
          per square foot of Leased Premises.

               (ii)Landlord  has provided cooling at a rate no less than 325 sq.
          ft.  per ton which  includes  ventilation  and  building  construction
          loads.

               (iii)Tenant  shall  provide  its  own  supplementary   electrical
          heating  equipment,  should  additional  heating be  required  for the
          Leased Premises.

               (iv)Landlord will furnish,  for installation by Tenant within its
          Leased Premises,  Variable Air Volume Control Device(s), with electric
          heat,  electronic operator and thermostat for same (collectively,  VAV
          Device  Sets).  Tenant shall  design and install the air  distribution
          system  for its  Leased  Premises,  using the VAV  Device  Set(s),  in
          accordance with Standard Project Details.

               (v) Tenant shall provide  opening(s) in the  partitions  defining
          Tenant's  Leased Premises (party walls) for the transfer of the return
          air/smoke  exhaust  to its  respective  Central  System  Air  Handling
          Unit/smoke exhaust fan. Location(s) in ceiling space, details,  height
          and  sizing  of  the  return  air/smoke  exhaust  opening(s)  will  be
          determined by Landlord.

               (vi)Tenant   shall  provide   exhaust  fans  to  satisfy  exhaust
          requirements  for  toilet  rooms  and for  removal  of  heat or  odors
          generated  within the premises.  Exhaust fans shall be located  within
          the Leased  Premises.  Exhaust air  discharge  shall be  restricted to
          exhaust duct locations designated by Landlord.

               (vii)Standards of design and construction  shall be in accordance
          with latest ASHRAE and SMACNA Guides for all ductwork.

  b.  Tenants  designated to install  individual  heating,  ventilating  and air
      conditioning  systems  (areas  defined on leasing plans and Exhibit "A" of
      this Lease:

               (i) Each tenant shall  provide its own  individual  system (i.e.,
          heating,  ventilation  and  air-conditioning  equipment  and controls,
          ducts,  insulation,  water  supply,  venting and  drainage,  fresh air
          supply  and  return,   exhaust  and  make-up   air,   smoke   control,
          dehumidification and humidification equipment,  water saving equipment
          and all structural, plumbing and electrical work related thereto). All
          equipment shall bear UL label.

               (ii)All  equipment shall be contained  within  Tenant's  premises
          except  rooftop  air-conditioning  or  condensing  units,  make-up air
          units, and hood exhausters.  Such equipment  located on the roof shall
          only be located  in areas  designated  by the  Landlord  to  specified
          heights,  and in  accordance  with  Landlord's  standard  details  for
          roof-mounted   equipment.   All  power  wiring,   control  wiring  and
          refrigerant  piping shall be  installed in ceiling  space and extended
          through roof adjacent to the equipment.

               (iii)Tenant's  air  handling  units shall be  floor-supported  in
          Tenant's  space  independent  of Landlord's  structural  system (where
          applicable).

               (iv)All process  exhausts,  hood exhausts,  equipment  vents, and
          other  contaminated  exhausts  permitted by Landlord  shall  discharge
          vertically  to the  atmosphere,  and be  located a minimum  of 20 feet
          horizontally from any fresh air intakes,  properly dispersing odors or
          fumes away from same.

               (v) All supply and fresh-air  ductwork shall be insulated.  Space
          between  ceiling  and  structure  shall  not be used as a  return  air
          plenum.


<PAGE>
               (vi) All air supplied to Tenant's area by its equipment shall not
          migrate to the public mall or adjacent spaces.

               (vii) Standards of design and construction shall be in accordance
          with latest ASHRAE and SMACNA Guides.


               (viii)  Tenant  shall  provide  all  process  requirements,  hood
          exhausts, make-up air supplies, equipment vents and other contaminated
          exhausts.  When  permitted by Landlord,  they shall extend in ductwork
          through the roof.  Ductwork  which passes  through exit corridor walls
          shall be completely  segregated from the exit corridor,  with one-hour
          fire rated construction enclosures.

               (ix)Tenant roof equipment shall be located in areas designated by
          Landlord  to  specified  heights  and in  accordance  with  Landlord's
          standard details for equipment on the roof.

                    (a) Should weight or location of equipment by Tenant require
               supports, screens, cat walks or roof hatch and ladder, they shall
               be  provided  by  Tenant in  accordance  with  standard  details.
               Landlord  shall  determine  when and  where  the  above  shall be
               required.

                    (b)  All  above   equipment   shall  be  finish  painted  in
               accordance with Landlord's paint schedule and specifications.

                    (c) Tenant's roof equipment shall be clearly identified with
               Tenant's name.

                         (x) If a  smoke  control  system  for  the  Project  is
                    required and is to be an interrelated,  centrally controlled
                    installation,  Tenant  shall  design  and  install  a  smoke
                    control  system  within  Tenant's  premises  which meets all
                    applicable  codes and is fully  compatible  with  Landlord's
                    central  smoke  control  system,  as determined by Landlord.
                    Landlord and Tenant shall provide to each other a set of dry
                    contacts  (normally  open  and  normally  closed)  signaling
                    detection of fire, smoke and/or waterflow in each respective
                    space.

B.  Electrical

    1. Power available for the Leased Premises is 480 volt, 3;phase, 3-wire.

    2.  Installation or modification of the existing system shall conform to the
following:

     a.Dry-type  transformer  (if required)  shall be used for all 1 20/208.volt
requirements.

     b.Panelboards  shall be designed for 20% minimum spare  ampacity  (based on
connected  load) and 20% spare breaker space.  

     c.All  electrical  wiring systems shall be in conduit.  The' use of "BX" or
"Romex" is not permitted.


<PAGE>
               Exhibit "CC" Central Air Conditioning SUDDIV System

Some tenants,  determined by Landlord, have been designated to receive a Central
Air Conditioning Supply System delivering cooled, filtered, high velocity air to
a supply air duct stub, at fixed  temperature and variable volume during regular
Shopping  Center hours as determined by Landlord.  The Central Air  Conditioning
Supply System will be installed by Landlord on behalf of Tenant.  Landlord shall
initially  design and construct all heating,  ventilating,  and air conditioning
systems within or directly related to the Leased  Premises,  proceeding from the
supply air duct stub.

Operating Costs and expenses

     From and after the date the space is delivered to Tenant,  Tenant agrees to
pay  Landlord  an  amount,  determined  by  Landlord's  Engineer  in the  manner
hereinafter provided.  Said amount shall include Tenant's share of all costs and
expenses incurred by Landlord on Tenant's behalf in connection with said system,
including   but  not   limited  to  the  costs  and   charges   for   operation,
administration,  electricity,  insurance, repairs, replacement,  maintenance and
property taxes.

     Charges  will be  computed  by  multiplying  the floor  area of the  Leased
Premises by the applicable amounts shown in this schedule.

                                                         Annual
                     Floor Area of                   VAC Charge Rate
                    Leased Premises                       Schedule
                                                          $2.95
                                                            2.92
                                                            2.88
                                             2.84
                                             2.81
                                             2.77
                                             2.74
                                             2.70
                                             2.66
                                             2.62
                                             2.59
                                             2.55
                                             2.51
                                             2.48
                                             2.44
                                             2.40
                                             2.36
                                             2.33
                                             2.29
                                             2.2~

                                             2.18
                                             2.14
                                             2.10
                                             2.07

     SEE ATTACHED RIDER FOR INSERTS

The annual amount,  hereinafter termed "Annual  Ventilating and Air Conditioning
Charge" or "Annual VAC Charge,"  will not include  costs  incurred by Tenant for
maintenance or operation of equipment  installed by Tenant.  The base Annual VAC
Charge is  determined  by a unit rate per  square  foot floor area of the Leased
Premises from the "Annual VAC Charge Rate  Schedule,"  and, when  established in
accordance with Landlord's requirements and approval, shall be paid by Tenant to
Landlord in  accordance  with the  following  Section 1.  Section 2 provides the
basis for  adjustment  to the Annual VAC Charge  rate,  if Tenant's  design load
exceeds  the  Landlord's  base  standards.  Section  3  provides  the  basis for
adjustment  to the  Annual  VAC  Charge  rate  for  increases  to the  operating
variables.

    Up to 250 square  feet 251 to 500 square  feet 501 to 750 square feet 751 to
    1,000  square  feet 1,001 to 1,250  square  feet 1,251 to 1,500  square feet
    1,501 to 1,750 square feet
                  1.751to  2,000 square feet 2,001 to 2,500 square feet 2,501 to
    3,000  square  feet 3,001 to 3,500  square  feet 3,501 to 4,000  square feet
    4,001 to 4,750  square feet 4,751 to 5,500 square feet 5,501 to 6,250 square
    feet 6,251 to 7,000  square  feet 7,001 to 7,750  square feet 7,751 to 8,500
    square feet 8,501 to 9,250 square feet 9,251 to 10,000 square feet 10,001 to
    12,500 square feet 12,501 to 15,000 square feet 15,001 to 17,500 square feet
    17,501 to 20,000 square feet Over 20,000 square feet


<PAGE>
     a. For the  purpose  hereof,  the term "Base  Unit Rate"  shall be the rate
determined  from the Annual VAC Charge Rate Schedule,  by using the total square
foot floor area of the premises.

     b. The term  "Actual  Unit Rate" shall be the rate after the Base Unit Rate
has been adjusted as provided by Section 2 hereof.

     c. The Actual Unit Rate is then  multiplied  by the total square foot floor
area of the  premises.  The  product is the Annual  VAC Charge  which  shall be.
divided into twelve (1 2) equal monthly installments  hereinafter  designated as
the Monthly VAC Charge.

2.     Design Load Adjustment

     a. The Base Unit Rate for VAC service has been  developed  in part from the
Design Criteria which also includes a maximum  electrical heat producing load of
21 BTU per hour per square foot or 6 watts per square foot.



<PAGE>
     The Base Unit Rate shall be  increased  by thereof for each watt per square
foot or maximum six (6) watts per square foot, Engineer.

     ten  percent  (10%)  or the  fraction  thereof  in  excess  of  the  all as
determined by Landlord's

     b.The  Actual Unit Rate shall  initially be  determined  by  inspection  of
Tenant's  Store Working  Drawings.  Landlord shall have the right to inspect the
Leased  Premises,  and,  in the event  "As-Built"  lighting  and heat  producing
equipment  exceeds loads  indicated on initial working  drawings,  Landlord will
adjust Actual Unit Rate on the basis of the above formula.

3.     Operating expense Adjustment

     a. The Base Unit Rate for VAC has been developed as follows:

     i.  Electrical  Energy:  An average unit cost of  electricity  per kilowatt
hour,  including energy charge,  demand charge, fuel adjustments and taxes, from
applicable  Detroit Edison Company rates and tariffs,  with base rates effective
January 22, 1 994 and surcharges effective January 1, 1 997.

     ii.All   Other   Expenses:   All  costs   and   expenses   for   operation,
administration,  insurance. repairs, replacement, maintenance and property taxes
accrued to said system, in effect as of January 1, 1 997.

     b. The VAC Charge shall be adjusted  from time to time in  accordance  with
the following provisions:

     i. Eighty  percent  (80%) of the Actual Unit Rate shall be  increased  by a
percentage  equal to the percentage  increase in the previously  defined average
cost of electrical power per kilowatt hour.

     ii.Twenty  percent (20%) of the Actual Unit Rate shall be increased  during
each annual  period by a percentage  equal to the  percentage  increase from the
base  period of the  "Consumer  Price Index For All Urban  Consumers  (1982-84 =
100), U.S. City Average,  All Items,"  published by the United States Department
of Labor, Bureau of Labor Statistics.

     iii. Landlord shall have the right to adjust retroactively and increase VAC
charges for preceding  periods.  The adjusted  Actual Unit Rate shall become the
applicable rate until further adjusted by Landlord.


<PAGE>
                                       D-1
Exhibit "D~ Preface
                             Tenant's Work - White Box

This  Exhibit D is  intended to describe  the  obligations  of the Tenant in the
design and construction of the Leased Premises.  Landlord's work will be limited
to the work described in Exhibit C. Landlord's work for Tenant in this Exhibit D
will be  accomplished  by  Landlord  at  Tenant's  expense.  The work of  Tenant
described  in Exhibit D is  intended  to provide  for the Leased  Premises to be
finished in accordance with Tenant's drawings as approved in writing by Landlord
and to  complete  the  Leased  Premises  to a finished  condition  ready for the
conduct of business therein. All finished installation will be deemed incomplete
until approved by Landlord.

Landlord and Tenant have a common interest in opening the Leased Premises on the
Grand Opening Date. To this end, Landlord will coordinate its work with Tenant's
work  insofar  as  the  schedule  for  such  Grand   Opening  Date  and  prudent
construction practice will allow and will assign one or more tenant coordinators
to function as liaison between tenants and Landlord. Further to this end, Tenant
and Tenant's  contractors  agree to abide by Landlord's  Construction  Rules and
Regulations  which may be issued from time to time.  In order to insure that the
Tenant's  store  interior,  and signage  design are  orderly  and  aesthetically
coordinated with Landlord's building,  and to insure that Landlord's  storefront
and signage requirements are understood by tenants, their designers,  engineers,
contractors,  and other  representatives,  Landlord has drafted and Tenant shall
follow the architectural and signage criteria established in the Tenant Handbook
(Tenant Design Criteria) hereinafter referred to as "Tenant Handbook".  In order
to insure that the Tenant's HVAC, plumbing and electrical systems are compatible
and coordinated with the Landlord's building,  and to insure that the Landlord's
HVAC,  plumbing and electrical  requirements  are  understood by tenants,  their
designers,  engineers,  contractors,  and other  representatives,  Landlord  has
drafted  and  Tenant  shall  follow  the  mechanical  and  electrical   criteria
established in the Tenant Handbook.

All Tenant  construction  shall be in accordance  with the  requirements  of all
applicable codes,  ordinances,  rules and regulations of all authorities  having
jurisdiction  over  the  work  including  all  requirements  of  the  Landlord's
insurance  carrier.  Construction  shall conform to the requirements for a fully
sprinklered  building in accordance  with the fire  protection and building code
program  of the  local  jurisdictional  authority  as  well  as the  Development
Agreement and Master Declaration governing "The Project", if applicable.  Tenant
shall secure all necessary permits  including,  but not limited to occupancy and
health department permits from the jurisdictional authorities in sufficient time
to allow Tenant to open the Leased  Premises on the Grand Opening  Date.  Tenant
shall  furnish  to  Landlord  upon  receipt,   copies  of  all  building  permit
applications,  statements,  amendments and the like, and all permits, inspection
reports,  certificates,  and other  documents as required by authorities  having
jurisdiction over The Project.

Tenant,  at its sole cost and expense shall perform all work, other than work to
be  performed  by Landlord as set forth in Exhibit C,  required to complete  the
Leased  Premises  to a finished  condition  ready for the  conduct  of  business
therein.

Exhibit D shall govern over any inconsistencies with Exhibit C.

All of  Tenant's  work  within the Leased  Premises  performed  pursuant to this
Section  I  shall,  for the  purpose  of this  Lease to which  this  Exhibit  is
attached,  be deemed to be improvements made to the Leased Premises by Tenant at
Tenant's expense.

A.     GENERAL CRITERIA

       The  criteria  and  outline  specifications  set forth  herein  represent
       minimum standards for the design, construction,  and finish of the Leased
       Premises by Tenant.

        1.   Jurisdictions  and Codes.  The  project is being  developed  in and
             under the jurisdictions of the State, County, and the City in which
             The  Project is  located.  All design and  construction  work shall
             comply with all applicable statutes, ordinances,  regulations, laws
             and codes and the requirements  pertaining to service and utilities
             furnished by utility companies,  all applicable state,  county, and
             local statutes and ordinances, and OSHA regulations.

        2.   Permits and Approval. Prior to the commencement of construction,all
             building  and  other  permits  shall be  obtained  and  posted in a
             prominent place within the


<PAGE>
                                       D-2

     Leased  Premises.  Landlord's  written approval shall be obtained by Tenant
prior to the undertaking of any  construction  work which deviates from Tenant's
approved Store Working Drawings and Specifications, or which modifies whatsoever
Landlord's building shell or utilities, or any work not explicitly shown on said
Store Working Drawings and Specifications.  Landlord's approval of the foregoing
shall not constitute the  assumption of any  responsibility  by Landlord for the
accuracy or sufficiency thereof, and Tenant shall be solely responsible.

        3.   Floor  Loads.  The slab  on-grade  has been  designed  to support a
             uniformly  distributed  superimposed  load (dead plus live) of 1 25
             pounds per square foot:. The allowable  concentrated load which can
             be placed on a contact area with a 4" radius is 2,000  pounds.  Any
             loading  imposed by any of Tenant's work,  either on a temporary or
             permanent  basis,  shall  not  exceed  1 25  lbs./s.f.  ("Allowable
             Load").

        4.   Standard  Project Details.  Standard Project Details,  as issued by
             Landlord's  Architect  from  time to time  and as they  pertain  to
             Tenant  Work,  shall  govern with  respect to Tenant's  Work.  Such
             details  shall be  incorporated  into the  Tenant's  Store  Working
             Drawings and specifications for the Leased Premises.

        5.   Materials.  Only new,  first-class  materials  shall be used in the
             construction of the Leased Premises.  Used,  first-class  materials
             for interior architectural facades and fixture may be used provided
             such  materials  are noted on the  Tenant's  plans and  approved by
             Landlord through field inspection.

        6.   Field  Conditions.  From time to time Tenant is obligated to verify
             conditions  pertaining  to the Leased  Premises  prior to and after
             commencement of construction of its Leased  Premises.  Tenant shall
             coordinate its work with the work of Landlord,  other tenants,  and
             with existing  conditions  above,  below and adjacent to the Leased
             Premises. Tenant shall make changes as required to accommodate such
             work or conditions.

        7.   Tenant  Handbook.  Landlord  shall  provide  Tenant with the Tenant
             Handbook  and  Tenant   shall  comply  with  all  design   criteria
             procedures  for drawings,  specifications,  and  construction,  and
             other rules,  regulations and provisions therein. To the extent, if
             at all, that the Tenant  Handbook may conflict with the  provisions
             of this  Exhibit D, the  provisions  of the Tenant  Handbook  shall
             govern.

B.     ARCHITECTURAL FINISHES

     1. Floors.  Tenant  finish floor  covering  materials  must be selected and
adapted in thickness to  correspond  in elevation  exactly with the level of the
finished mall floor,  which will be approximately  5/8" above the concrete floor
of the Leased  Premises  at the lease line.  Quality  floor  materials,  such as
carpeting, glazed or unglazed tile, wood parquet or marble, shall be used in the
sales area of the Leased Premises.  All flooring finish materials are subject to
Landlord's approval.

     2.  Storefront.  Tenant's  storefront  will be designed and  constructed by
Landlord as provided in Exhibit C and as described in the Tenant Handbook.

     3.  Interior  Partitions.  All interior  partitions by Tenant within Tenant
Premises  shall be metal  stud  with  gypsum  board  construction,  and shall be
finished on all sides with taped and spackled  joints.  No partitions may extend
above 1 2'-0" from the concrete floor without Landlord's prior written approval.
Any combustible  materials applied to partitions shall meet all flame spread and
smoke generation  requirements retardant coating if required by code. Any Tenant
penetrations of rated  partitions  shall be specifically  approved in writing by
Landlord  and  governing  authorities  as a portion of the  permitting  process.
Subject to Landlord's approval,  Tenant may install drywall to a higher level if
openings of sufficient size are provided to assure that the smoke venting system
provided by Landlord  functions  as designed - see Tenant  Handbook for specific
requirements. ---

     4. Demising Partitions. Demising partitions are not load bearing and Tenant
may not hang fixtures from them.  Should Tenant require structure and/or backing
to accommodate the loading of Tenant's wall hung fixture, said request shall be


<PAGE>
                                       D-3

     in writing to Landlord for approval. Additional structure and backing shall
be furnished and installed by Landlord at Tenant's expense.

     No drywall  shall be placed on demising  partitions  above 1 2'-0"  without
Landlord's  specific approval.  Above 1 2'-0", Tenant may, subject to Landlord's
prior  written  approval,  continue  with wire mesh for security  purposes if so
indicated  on  Tenant's  construction  drawings.  Tenant  may,  with  Landlord's
approval,  also install drywall to a higher level if openings of sufficient size
are  provided  to assure  that the smoke  venting  system  provided  by Landlord
functions as designed.

     5. Service and Exit Corridor  Partitions.  Any Tenant penetrations of rated
partitions,  and relocations  and/or additions to Landlord furnished exit doors,
shall be specifically  approved in writing by Landlord and governing authorities
as a portion of the permitting process.  Any framing,  cutting,  and patching of
the corridor wall  surfaces  including the building of vestibules to provide for
the  nonimpingement  of the door into the  corridor  traffic way, and other work
related  thereto shall be  coordinated  and  consistent  with  Landlord's  work,
including but not limited to the provision of 4'-0" high 1/4" masonite board and
metal corner guards.

     6.  Additional  Interior  Service/Exit  Corridor  Doors;  If Tenant desires
additional  service  access to Leased  Premises  other than what is  provided by
Landlord in Exhibit C, then Tenant  shall  provide and install a 3'-0" x 7'-0" x
1-3/4" 18 gauge interior hollow metal door,  labeled as required,  with a hollow
metal 1 6 gauge frames,  and all hardware,  in accordance with governing  codes.
Any framing,  cutting,  and patching of the corridor wall surfaces including the
building of vestibules to provide for the  non-impingement  of the door into the
corridor traffic way, the other work related thereto shall be the responsibility
of the  Tenant.  Hollow  metal  door and frame are to be finish  painted  on the
corridor  side with a color  selected by Landlord.  Tenant's  store name will be
applied adjacent to the door by Landlord,  at Tenant's  expense,  per Landlord's
Architect's specifications.

     7 Door  Relocation.  The  relocation  of any exterior  Tenant door shall be
performed by Landlord at Tenant's sole expense and must be coordinated  with the
structure of Landlord's building.

     8. Door Hardware.  Tenant shall furnish and install all door locks and exit
devices on all interior service doors,  exterior doors, exit corridor doors, and
storefronts  that  are  furnished  and  installed  by  Tenant,   using  hardware
recommended by Landlord in the Tenant  Handbook.  Tenant shall be responsible to
install any special  emergency  detex locks or locking systems Tenant may desire
on all doors in addition to locking system provided by Landlord in Exhibit C.

     9. Ceiling.  Any modifications  related to ceilings provided by Landlord in
Exhibit C, shall be the  responsibility  of Tenant.  All  ceilings  and  ceiling
treatments shall be of  noncombustible  material  approved by Landlord and shall
maintain the degree of openness  required to preserve the operation of the smoke
venting  and   sprinkler   systems  in  The  Project  as   established   by  the
jurisdictional authority and/or as described in the Tenant Handbook.

     Tenant's  ceiling  shall be limited  to a ceiling  height not less than the
Code  required  minimum,  nor higher than the maximum  heights  indicated in the
Tenant  Handbook.  The  structure of  Landlord's  Building has been  designed to
accept a  superimposed  uniform load of three (3) pounds per square foot for the
installation of Tenant's ceiling  treatment,  including  lights.  Tenant ceiling
treatment  installations  weighing  more than three (3)  pounds per square  foot
shall be  considered a proposed  "modification",  under the terms of "Section C,
Structural".  All structure hung individual loads in excess of 1 00 pounds shall
be  specifically  approved by  Landlord's  Structural  Engineer for location and
method of support.  Access (such as access panels and other  openings)  shall be
provided by Tenant where Landlord deems necessary.

     Tenants  providing  ceilings with less than the required degree of openness
shall  provide  smoke  venting at  Tenant's  sole  expense  both as  required by
jurisdictional authorities and as described in the Tenant Handbook.


<PAGE>
                                       D-4

     If  Tenant's  interior  partitions  and  ceiling  configuration  cause  the
requirement  of  additional  sprinkler  heads,  such  additional  heads shall be
installed  by  Landlord's  designated  contractor  at Tenant's  expense  both as
required by jurisdictional authority and Landlord's insurance carrier.

     10. Interior  Finishes.  All finished  interior  surfaces must be materials
approved by Landlord for appearance. All Tenant fixtures,  furniture,  carpeting
(including  underlayment),  upholstery  materials,  drapery and other furnishing
must comply with the flammability of materials and smoke generation requirements
for furniture and furnishing  requirements of local jurisdictional  authorities.
All  wood  shall  be  fire  retardant  in  accordance  with  Landlord  and  Code
requirements. All wood in contact with the floor shall be termite retardant.

     11. Finish Hardware.  If Tenant adds additional  door(s) other than what is
provided in Exhibit C then  commercial  grade  finish  hardware,  labeled  where
required,  shall be used  throughout.  All doors shall have wall or floor stops,
kick plates,  lock sets and push-pull  plates as required.  All exit doors shall
have hardware as required by Code.

     12. Mezzanines. Mezzanines are not permitted.

     13. Layout and Painting of exposed Mechanical and Electrical  Systems.  All
Tenant  installed  duct  work,  conduits,  pipes  and any  other  mechanical  or
electrical  equipment  exposed to public view from  outside the Leased  Premises
shall be laid out and  installed  in a neat and  orderly  configuration.  Tenant
shall  paint  the above  tenant  improvements  with a color and  finish to match
Landlord's  finish  if such  improvements  can be  seen  from  Mainstreet  above
Tenant's  storefront  elevation or below the top of the  storefront  but visible
from Mainstreet.

C.     STRUCTURAL

        1.   Modifications. Any alterations, additions, and/or reinforcements to
             the  structure  of  Landlord's  building  required  to  accommodate
             Tenant's Work, must be designed by a registered structural engineer
             at Tenant's expense. Tenant shall leave the structure of Landlord's
             building  as strong  or  stronger  than  original  design  and with
             finishes  unimpaired.  Tenant's  architect  shall calculate or have
             calculated the structural loads caused by Tenant's improvements and
             submit  those  calculations  for written  approval by Landlord  and
             Landlord's  Architect  prior  to  Tenant's  construction.  Landlord
             reserves the right to perform such work at Tenant's expense.

        2.   Loading.  All loads  individually hung from the structure in excess
             of 1  00  pounds  shall  be  specifically  approved  by  Landlord's
             structural  engineer for location and method of support.  All loads
             less than 100 pounds that are individually  hung from the structure
             shall be hung in  accordance  with  the  guidelines  in the  Tenant
             Handbook.

        3.   Insulation.  Tenants  operating  food  establishments,   gamerooms,
             arcades,  video stores, record and tape stores, pet stores, salons,
             and any other  category of  business  designated  by  Landlord  are
             required to install a minimum of 2" sound attenuation batt.

D.     HEATING, VENTILATING AND AIR CONDITIONING

        1.   Alterations. All additions and alterations, if any, to the Landlord
             provided  HVAC system  shall be designed by Tenant's  Engineer  and
             submitted to Landlord  prior to  commencement  of Tenant's work and
             shall be installed  by Tenant at Tenant's  sole  expense.  All HVAC
             work shall  comply  with ASHRAE  standards,  Tenant  Handbook,  and
             requirements of local codes and jurisdictional authorities.

        2.   Exhaust/Negative  Pressure.  All  exhaust  and make up air  systems
             shall be by  Tenant in  accordance  with  Exhibit D and the  Tenant
             Handbook.  As determined by Landlord,  all tenants  producing odors
             within  their  premises  shall be required to provide  supplemental
             exhaust to the  exterior of the  building to keep the premises at a
             negative pressure relative to Mainstreet and all adjacent areas.

        3.   Smoke Venting. If the authority having jurisdiction  requires smoke
             venting  from the Leased  Premises  because of Tenant  additions to
             Landlord's work in Exhibit


<PAGE>
                                       D-5

             C, Tenant, at Tenant's expense, shall provide the complete required
             smoke  system.  All  smoke  venting  work  shall  be with  Landlord
             approval and in accordance with Tenant Handbook.

E.     ELECTRICAL

        1.   Alterations. All additions and alterations, if any, to the Landlord
             provided  electrical  system  shall be designed  and  installed  by
             Tenant at Tenant's sole expense.  All electrical  work shall comply
             with the  National  Electrical  Code,  all local  codes,  the local
             jurisdictional   authority  and  the  requirements  of  the  Tenant
             Handbook.  No  appurtenances,  including  but not  limited to light
             fixtures,  antennas,  signs,  etc., will be affixed to the exterior
             walls or roof of Landlord's Building.

       2.
                             Electrical Construction

             a.     Material - All  electrical  materials  shall  meet  National
                    Electrical Code Standard,  unless a better grade is required
                    by local  Code.  All  materials  shall be new and shall bear
                    evidence of approval by  Underwriter's  Laboratory (UL). All
                    conductors shall be copper.  Aluminum conductors will not be
                    allowed.

             b.     Lighting  Fixtures - Recessed  fixtures  installed in furred
                    spaces shall be  connected by means of flexible  conduit and
                    approved fixture wire,  connected to a branch circuit outlet
                    box which is independent of the fixtures.

             c.     Fluorescent Fixtures - Additional fixtures to those provided
                    by Landlord in Exhibit C shall be provided and  installed by
                    Tenant with switch legs and local  switches rated 20 amps at
                    277 volts.  All  fluorescent  fixtures  shall have  internal
                    protection devices. Fluorescent ballasts shall be high power
                    factor   type   with   individual    nonresetting   overload
                    protection.  Ballast  harmonics  may not  exceed  that Total
                    Harmonic  Current  Distortion   allowable  by  the  electric
                    utility.  All lamps  subject to public  view shall have warm
                    white  deluxe or better color  rendition.  Cool white may be
                    used only in storage areas not exposed to public view.

             d.     Additional  exit  signs,   lights,   and  outlets  shall  be
                    furnished  and  installed  by Tenant  to meet code  based on
                    Tenant's layout and interior partitioning.

F.     PLUMBING

        1.   Alterations. All additions and alterations, if any, to the Landlord
             provided plumbing system shall be designed by Tenant's Engineer and
             submitted to Landlord  prior to  commencement  of Tenant's Work and
             installed by Tenant at Tenant's  sole  expense.  All plumbing  work
             shall comply with all local codes and the Tenant Handbook.

        2.   Penetrations.  All  roof  and/or  wall  penetrations  required  for
             additional Tenant plumbing,  mechanical or electrical work that are
             above  Landlord  work as  described  in  Exhibit  C and  any  other
             Landlord   approved   Tenant  work  shall  be  made  by  Landlord's
             designated  contractor  at  Tenant's  expense  in  accordance  with
             Exhibit D and the Tenant Handbook.

G.     FIRE PROTECTION SYSTEM

     All revisions to the fire  protection  system  required by Tenant's  layout
that is above  Landlord  work as  described  in Exhibit C shall be  performed by
Landlord's sprinkler  contractor at Tenant's sole expense.  Landlord's sprinkler
contractor  shall design  system  revisions in accordance  with  Tenant's  Store
Working Drawings.  Such designs may involve  additional heads,  relocated heads,
heads in refrigeration boxes, toilet rooms, and kitchen exhaust ducts, and/or at
Tenant's  request,  heads located to conform with Tenant's  ceiling  pattern and
layout.  All  design  and  construction  shall  be  governed  by  Code  and  the
requirements of Landlord's insurance carrier.

     Tenants  may be required by local code to provide  fire  extinguishers,  at
least one of which is to be installed  with in 25 feet of the Tenant's entry off
Mainstreet.


<PAGE>
                                       D-6

       Tenant  shall  arrange  directly  with the local  Telephone  Company  for
       telephone  service.  The local  Telephone  Company  will bring  telephone
       service to a point  inside the  Project.  Tenant  shall  extend  service,
       furnish,  install and maintain  telephone wiring and equipment within the
       Leased Premises to suit Tenant's requirements at Tenant's expense.

I.     SIGNAGE

     1. Requirements.  Storefront signs must be illuminated during mall hours of
operation.

     2.  Guidelines.  All signs shall be  designed,  constructed  and located in
accordance with Landlord's Sign Criteria, Exhibit E, the Tenant Handbook, and as
approved by Landlord.

     3. Suite Number and Tenant Trade Name. Landlord shall furnish and install a
suite number and Tenant trade name of Landlord's  design at all exterior  Tenant
doors and interior  service/exit  corridor  doors.  Landlord  shall also install
suite number on the Mall storefront.

J.     FIXTURES AND FURNISHINGS



<PAGE>
Tenant shall furnish and install in the Leased Premises all fixtures, equipment,
shelving,  trade fixtures,  leasehold  improvements,  interior graphics,  signs,
mirrors,  cornices,  covers  and  decorative  light  fixtures,  extinguisher  as
required by code, and other special effects, all as Landlord.

furnishings, decorations, portable fire approved by


     All Tenant improvements,  other than mechanical  equipment,  ceilings,  and
lighting  fixtures,  shall be floor mounted unless written  approval is obtained
from Landlord.

K.     MISCELLANEOUS REQUIREMENTS

        1.   Tenant's C6ntractor.  Work undertaken by Tenant at Tenant's expense
             (a)  shall  not  be  awarded  to  Landlord's   contractor   without
             Landlord's  written  consent;  and (b) may  only  be  awarded  to a
             reputable  and bondable  contractor or  contractors  licensed to do
             business  in the  State  where The  Project  is  located.  Tenant's
             general  contractor  shall give Landlord a $2,000 security  deposit
             before  commencement of construction.  The security deposit will be
             held against any damage caused by Tenant's  contractor and shall be
             refunded when Landlord's construction punch list is completed.

             Tenant's contractor shall adhere to Landlord's policy of a drug and
alcohol free workplace.

        2.   Equipment  Screening.  Tenants  requiring  mechanical or electrical
             equipment, antennas, and the like shall not have the same placed on
             the roof or the exterior of the building  without the prior express
             written approval of Landlord.  Said equipment must be screened from
             view of the public if  visible  from any point  within the  project
             site.   All  screening   materials,   construction   details,   and
             construction  techniques  shall be  approved by Landlord in writing
             prior to any such work by Tenant.

        3.   Clean-UD. Tenant shall cause its contractors to maintain the Leased
             Premises in a clean and orderly condition during construction.  All
             unusable shipping containers,  packaging, and other debris shall be
             broken down and contained  within the Leased Premises until removed
             on a daily basis by Tenant's  contractor to containers  provided by
             Landlord outside Landlord's Building.

             Flammable waste must be confined to covered metal  containers until
             removed by Tenant.  All usable  construction  material,  equipment,
             fixtures,  merchandise,  etc.  must always be contained  within the
             Leased  Premises.   Malls,  courts,   arcades,   public  corridors,
             service/exit  corridors  and the  exterior of  Landlord's  Building
             shall be kept  clean at all  times.  If  Tenant  fails to clean up,
             Tenant  hereby  authorizes  Landlord  to  clean  up for  Tenant  at
             Tenant's expense.


         WB


<PAGE>
                                     D-7

        4.   Full  Payment.   Tenant  shall   satisfy   Landlord  that  adequate
             arrangements have been made to insure that all Tenant's contractors
             shall be paid in full for work ordered by Tenant. Tenant is advised
             to familiarize  itself with the local mechanics lien laws and shall
             hold the Landlord harmless for any liens filed against the property
             of the Landlord for the work of the Tenant.

        5.   Character of Employees.  Tenant will not employ any unfit person or
             anyone not  skilled in the work he is  performing,  or any  workman
             that is incompatible with the balance of the work force or who will
             cause,  or  whose  presence  will  cause,  labor  disputes  or work
             stoppages.  In the event  any  employee(s)  of  Tenant or  Tenant's
             contractor(s)  causes  a labor  dispute  or work  stoppage,  Tenant
             expressly agrees to have such employee(s)  immediately removed from
             The Project upon Landlord's  request,  and that Tenant's failure to
             do so shall constitute an Event of Default under the Tenant's Lease
             of which this Exhibit is a part.

     SECTION 2:  PROCEDURE AND SCHEDULES FOR THE COMPLETION OF TENANTS PLANS AND
SPECIFICATIONS

       Unless otherwise notified by Landlord,  all prints,  specifications,  and
       other material to be furnished by Tenant as herein required shall be sent
       to: Tenant Coordinator  (Address to be furnished when available).  Tenant
       shall engage an architect ("Tenant's  Architect") registered and licensed
       to do  business  in the State where the Project is located to prepare the
       Working  Drawings  and  Specifications  to be  submitted  for  Landlord's
       approval. The fees for Tenant's Architect shall be paid by the Tenant.

       On each occasion  that Tenant shall fail to submit or resubmit  drawings,
       specifications or any amendments thereto within the time periods provided
       for in this  Exhibit  D, and  such  failure  continues  for five (5) days
       following  notice from Landlord  that such  drawings,  specifications  or
       amendments  thereto are  overdue,  Tenant  shall pay to Landlord a fee as
       outlined  below  for  additional  coordination  and other  services.  The
       payment of this fee shall not excuse  Tenant from  default for failure to
       submit or resubmit drawings or specifications  and shall not preclude the
       exercise of default or other remedies by Landlord.



<PAGE>
             Floor Area of Leased Premises

             1 ,500 or less sq. ft.
             1,501 - 5000 sq. ft.
             5,001 or more sq. ft.

A.     LEASE OUTLINE DRAWINGS
Applicable Amount

$ 250.00
$ 500.00
$1,000.00


<PAGE>
       Following  execution  of the  Lease  of  which  this  Exhibit  is a part,
       Landlord  shall  furnish  Tenant with two (2) prints of the Lease Outline
       Drawings (LOD) and a Design Criteria Handbook giving technical and design
       information  relative to the Leased  Premises  along with other  drawings
       that may be helpful to Tenant in the design of its store.

B.     STORE DESIGN DRAWINGS

        1. Within  thirty (30) days of whichever of the  following  shall be the
later to occur:
             (a)  receipt of Lease  Outline  Drawings  from  Landlord or (b) the
             execution of the Lease, the Tenant shall submit to Landlord one (1)
             set of  reproducible  sepia  prints and three (3) sets of  blueline
             prints of Store Design Drawings, showing the intended modifications
             of the Leased Premises regarding design,  character,  and finishes.
             The Store Design  Drawings shall comply with the design criteria of
             the  project  as  described  in this  Exhibit  D and in the  Tenant
             Handbook and shall set forth the  requirements of Tenant within the
             Leased Premises. Said Drawings shall include, but not be limited to
             the following:

             a.     Architectural  design of the  modified  space,  including an
                    elevation of Landlord's storefront showing Tenant's signage,
                    floor plans, elevations,  sections and renderings indicating
                    material  and color  selections  and  finishes,  and  layout
                    including  location of fixtures both  permanent and movable.
                    Provide the weights of all items to be suspended  above from
                    the structure in excess of 100 lbs. each.



         wB


<PAGE>
                                       D-8

             b.     Mechanical  System:  Any modifications to Landlord furnished
                    equipment  and  its  location,   duct  distribution  system,
                    diffuser  locations,  and any  louvers or vents.  Louvers or
                    vents to be  provided  for Tenant by  Landlord  at  Tenant's
                    expense.  Provide revised mechanical loads on forms provided
                    by Landlord in the Tenant Handbook.

             c.     Electrical  System:   Modifications  to  Landlord  furnished
                    ceiling  grid,  lighting  fixtures,  outlets,  and all other
                    existing  electrical  equipment.  Provide revised electrical
                    loads on forms provided by Landlord in the Tenant Handbook.

             d.     Plumbing System:  Floor plans showing the modified location,
                    layout,  and type of  fixtures  being  furnished,  including
                    riser diagrams.

             e. Fire Protection System: Location of any specialty heads Tenant's
                    architect may require.

             f.     Tenant shall identify in writing all intended  exceptions to
                    the design  criteria  contained  in the Tenant  Handbook and
                    this Exhibit D.

        2.   After  receipt of Store  Design  Drawings,  Landlord  shall  timely
             return  to  Tenant  one  (1)  set of  Store  Design  Drawings  with
             modifications  and/or approval.  If, upon receipt of approved Store
             Design Drawings bearing Landlord's comments,  Tenant wishes to take
             exception  thereto,  Tenant may do so in writing  within  seven (7)
             days  from  date of  receipt  of said  drawings,  by  certified  or
             registered  mail addressed to Landlord,  at the above address,  and
             the notice  address in the Lease.  Unless such action is taken,  it
             will be deemed that all  comments  made by Landlord on Store Design
             Drawings are acceptable to and adopted by Tenant.

        3.   If Store Design Drawings are returned to Tenant with comments,  but
             not bearing approval of Landlord,  said Store Design Drawings shall
             immediately  be revised by Tenant and  resubmitted  to Landlord for
             approval within seven (7) days of their receipt by Tenant.

C.     STORE WORKING DRAWINGS AND SPECIFICATIONS

        1.   Store  Working  Drawings  and  Specifications  shall be prepared in
             strict  compliance with the design criteria and requirements as set
             forth in this Exhibit D and the Tenant Handbook and shall adhere to
             the Store Design  Drawings as approved by Landlord.  Store  Working
             Drawings to minimum scales as called for below, and  Specifications
             shall include, but not be limited to, the following:

     a. Key plan showing location of the Leased Premises  relative to the entire
mall.

     b. Floor plan at a minimum scale of 1/4" = 1'- 0".

     c. Overall sections at 1/4" = 1 '0".

     d. Reflected ceiling plan at a minimum scale of 1/4" = 1 '0".

     e. Plan,  elevation,  and section of storefront  (if to be  constructed  by
Tenant) at 1/4" - 1 '-0", with finish  materials board including  manufacturers,
model numbers, color numbers, and all other identifying information.  Details of
storefront at 1-1/2" = 1 '0".

     f. Interior elevations at 1/4" = 1 '0".

     g. Full sections of types of partitions used at 1/2" = 1'0".

     h.  Details  of  special  conditions  encountered  at  1-1/2" = 1'0".  Door
schedule with jamb details at 1-1/2" = 1 '0".

     j. Finish and color schedules with samples.

     k. Plumbing, heating, ventilating, and cooling plans, at 1/4" = 1 '-0".

     l. Mechanical details at 1-1/2" = 1'0".

     m. Electrical plans at 1/4" = 1'0".

     n. Electrical  details,  fixture  schedules,  and one line electrical riser
diagram.

     0. Mechanical and electrical load tabulations on forms provided by Landlord
in the Tenant Handbook.
     
     p. Structural load tabulations.

     q. Specifications covering all of Tenant's Work, including, but not limited
to layout of fixture location, both permanent and movable.


<PAGE>
                                       D-9

     r. Any and all other  plans and  specifications  as may be  required by the
local fire and building authorities or other governing bodies.

        2.   All Store Working Drawings and Specifications  prepared by Tenant's
             Architect  shall be  submitted by Tenant in the form of one (1) set
             of reproducible sepia prints,  specifications and three (3) sets of
             blueline  prints  to  Landlord  for  approval  within  21 days from
             receipt by Tenant of  Landlord's  written  approval of Store Design
             Drawings.

        3.   As soon as practicable  after receipt of Store Working Drawings and
             Specifications,  Landlord  shall  return to  Tenant  one (1) set of
             prints  of  Store  Working  Drawings  and  Specifications   bearing
             Landlord's  comments.  If Tenant wishes to take exception  thereto,
             Tenant  may  do so in  writing  by  certified  or  registered  mail
             addressed  to  Landlord  at the  above  address  and at the  notice
             address  in the  Lease,  within  seven  (7)  days  from the date of
             receipt of Store Working Drawings and  Specifications.  Unless such
             action  is  taken,  it will be  deemed  that all  comments  made by
             Landlord  on  Store  Working   Drawings  and   Specifications   are
             acceptable to and adopted by Tenant.

        4.   If Store Working Drawings and Specifications are returned to Tenant
             with  comments,  but not bearing  approval of Landlord,  said Store
             Working Drawings and Specifications shall immediately be revised by
             Tenant and  resubmitted  to Landlord for approval  within seven (7)
             days of their receipt by Tenant.

        5.   "For  Construction"   Store  Working  Drawings  and  Specifications
             prepared by Tenant's  Architect shall be submitted by Tenant in the
             form of one (1) set of mylar reproducible prints and specifications
             and three (3) sets of blueline prints.  "For Construction" shall be
             marked   clearly   on  each  copy  in  red.   Such   drawings   and
             specifications  shall reflect correction of all Landlord's comments
             to the  Store  Working  Drawings  and  Specifications  returned  by
             Landlord.

        6.   Store Working Drawings shall be submitted for building permit after
             such  drawings  have been  approved by  Landlord  in the  submittal
             process as outlined above.

        7.   Landlord and  Landlord's  architect  shall,  from time to time,  be
             entitled  to  monitor  Tenant's  Work and  shall  have the right to
             require all work which does not comply with Tenant's approved Store
             Working Drawings and  Specifications  to be corrected within thirty
             (30) days of notification to Tenant.

     SECTION 3:  PROCEDURE  AND  SCHEDULES  FOR THE  CONSTRUCTION  OF THE LEASED
PREMISES BY TENANT

A.     COMMENCEMENT OF CONSTRUCTION

       Tenant shall start construction of its Leased Premises not later than ten
       (1 0) days from either of the  following  dates,  whichever  shall be the
       later to occur:  (1) The date of receipt by Tenant of written notice from
       Landlord  that  Landlord  has  substantially  completed  the  work  to be
       performed by Landlord under Exhibit C, and payment therefor,  as required
       by Exhibit C is due (other than such work which  cannot be  performed  by
       Landlord until Tenant makes the Leased Premises ready for the performance
       thereof) and that the Leased Premises are ready for Tenant's work; or (2)
       the date on which Landlord  approves the Tenant's Store Working  Drawings
       and  Specifications  for the Leased  Premises.  Tenant  shall  carry such
       construction to completion with all due diligence.

B.     GENERAL REQUIREMENTS

     1. Tenant shall submit to Landlord,  via certified or  registered  mail, at
least five (5) days prior to the  commencement  of  construction  the  following
information:

             a.  Copy of  building  and all  other  permits  needed  to  perform
                 Tenant's Work within the Leased Premises.

             b.  The names and addresses of the general, mechanical, plumbing
                 and electrical  contractors  Tenant intends to engage in the
                 construction of the Leased Premises.


<PAGE>
                                     D - 10

        c.   The actual commencement of construction date and the estimated date
             of completion of  construction  work,  Fixturing  work, and date of
             projected opening.

        d.   Performance and payment bonds from Tenant's general  contractor and
             major subcontractors, including, but not limited to the mechanical,
             electrical and plumbing subcontractors,  in amounts satisfactory to
             the Landlord, to cover 100% of the contract amounts plus all change
             orders.

        e.   Itemized  statement  of  estimated   construction  costs  including
             architectural, engineering, and contracting fees.

        f.   Evidence of  insurance  with a company or companies  authorized  to
             transact  business in the State  where The  Project is located,  as
             required below.

        g.   Tenant's General Contractor's $2,000.00 Security Deposit.

     2. Tenant shall secure,  pay for,  maintain,  and cause its contractors and
subcontractors  to secure,  pay for, and  maintain,  during the  continuance  of
construction and Fixturing work within the Leased Premises, all of the insurance
policies  required  in the  amounts  as set  forth  herein,  together  with such
insurance as may from time to time be required by City, County, State or Federal
laws, Codes, regulations or authorities. Tenant's Work may not commence, nor may
Tenant permit its contractors and  sub-contractors  to commence any work,  until
all required insurance has been obtained and certificates of such insurance have
been  delivered  to  Landlord.  Insurance  policies  shall  name  the  Landlord,
Landlord's  Architect  and General  Contractor  for the project as  additionally
insured.  Certificates of insurance shall provide that no change or cancellation
of such insurance coverage shall be undertaken, without thirty (30) days written
notice to Landlord.  Landlord shall have the right to require Tenant, and Tenant
shall have the duty, to stop work in the Leased  Premises  immediately if any of
the coverage  required  herein  lapses  during the course of the work,  in which
event Tenant's Work may not be resumed until the required  insurance is obtained
and satisfactory evidence of same is provided to the Landlord.

     a. Tenant's General  Contractor's  Required Minimum Coverages and Limits of
Liability.

             (1)    Worker's Compensation  Insurance,  as required by State law,
                    and Employer's  Liability Insurance with a limit of not less
                    than $ 1 ,000,000  (or more if  required  by the law 'of the
                    State) and any  insurance  required by any Employee  Benefit
                    Act or similar  statute  applicable  where the work is to be
                    performed as will protect the contractor and  subcontractors
                    from any and all liability under the  aforementioned  act(s)
                    or similar statute.

             (2)    Comprehensive   General   Liability   Insurance   (including
                    Contractor's  Protective  Liability)  in an amount  not less
                    than $5,000,000 per occurrence  whether  involving  personal
                    injury liability (or death resulting  therefrom) or property
                    damage liability or a combination  thereof  (combined single
                    limit   coverage)   with  a  minimum   aggregate   limit  of
                    $5,000,000. Such insurance shall include explosion, collapse
                    and  underground  (X,  C and  U)  coverage  and  contractual
                    liability coverage for personal injury, death, and damage to
                    the  property of others  arising  from  construction  at the
                    Leased Premises,  whether performed by Tenant's contractors,
                    subcontractors, or sub-subcontractors, or by anyone directly
                    or indirectly employed by any of them.

             (3)    Comprehensive   Automotive  Liability  insurance,   for  the
                    ownership,  maintenance,  or  operation  of  any  automotive
                    equipment,   whether  owned,   leased,  or  otherwise  held,
                    including  employer's  non-ownership and hired car liability
                    endorsements,  in an  amount  not less  than $  5,000,OOOper
                    occurrence and $  5,000,O00aggregate,  combined single limit
                    bodily injury and property damage liability.


  WR


<PAGE>
                                      D- 11

     Such insurance  policies shall insure the Tenant's  general  contractor and
all subcontractors  against any and all claims for bodily injury including death
resulting  therefrom  and  damage to the  property  of others  arising  from its
operations at the Leased  Premises or in  connection  with  construction  of the
Leased  Premises,   whether  performed  by  the  Tenant's  general   contractor,
subcontractors,  or  sub-subcontractors,  or by anyone  directly  or  indirectly
employed by any of them.

        b.   Tenant's Insurance Requirements

             (1)    Tenant shall obtain Owner's Protective  Liability  Insurance
                    as will  insure  Tenant  against any and all  liability  for
                    damage  from  bodily  injury,   including   death  resulting
                    therefrom, or property damage or a combination thereof which
                    may arise from work in connection with the Leased  Premises,
                    and any other  liability for damages which Tenant's  general
                    contractor  and/or  subcontractor  are  required  to  insure
                    against under any provisions herein. Landlord and Landlord's
                    Architect   and  General   Contractor   shall  be  named  as
                    additional  insureds.  Said  insurance  shall be provided in
                    minimum  amounts of $5,000,000 per occurrence and $5,000,000
                    aggregate,  combined single limit bodily injury and property
                    damage liability.

             (2)    Tenant's  Work  Insurance:  Tenant  shall insure 100% of the
                    value of the work in the  Leased  Premises  as it relates to
                    the building  within which the Leased  Premises are located,
                    with an "all risk"  perils  property  insurance  policy or a
                    completed  value "all risk"  perils  Builder's  Risk policy,
                    naming the interest of the Landlord and the Tenant's general
                    contractor  and  all  subcontractors,  as  their  respective
                    interests  may appear,  within a radius of one hundred  feet
                    (100') of the Leased Premises.

     3. All contractors  engaged by Tenant shall be licensed  contractors in the
State in which The Project is located  possessing good labor relations,  capable
of performing quality workmanship and working in harmony with Landlord's General
Contractor and other  contractors on the job. All work shall be coordinated with
the general project work.

     4. Tenant's  contractors and construction shall comply in all respects with
applicable federal, state and local statutes, ordinances,  regulations, laws and
codes.  All  required   building  and  other  permits  in  connection  with  the
construction  and  completion of the Leased  Premises shall be obtained and paid
for by the Tenant.

     5.  Tenant  shall   complete  all  work  within  the  Leased   Premises  as
expeditiously  as  possible,  but in no  event  later  than in time to open  for
business on the Grand  Opening  Date.  Should  Tenant fail to complete  its work
within this  schedule,  Landlord may, at Landlord's  option,  install  temporary
storefront or barricade at the Leased  Premises at Tenant's  expense.  Temporary
storefront and other work performed by Landlord, which was made necessary due to
the Tenant's  failure to complete its work in time for the Grand  Opening  Date,
shall be payable to Landlord.

     6.  Landlord  shall  have the  right to  perform,  on behalf of and for the
account of Tenant,  any of Tenant's Work which  Landlord  deems  necessary to be
done on an  emergency  basis or which  pertains to  structural  components,  the
general utility systems for the Project, roof and exterior wall penetrations, or
the erection of temporary  barricades and temporary signs,  during  construction
for the period following the opening of the Project for business.  Landlord will
provide such work at Tenant's expense.

     7.  Tenant's  Work shall be  subject  to the  inspection  and  approval  of
Landlord and Landlord's Architect.

     8.  Tenant  shall  pay or  reimburse  Landlord  for all costs  incurred  by
Landlord (including deposits) for all utility meters for the Leased Premises.


<PAGE>
                                     D - 12

     9. Upon the completion of the Tenant's  Work,  all  facilities  shall be in
full use without defects.

     10.  All work  performed  by Tenant  shall be  performed  so as to cause no
interference  with other  tenants  and the  construction  and  operation  of The
Project.  Tenant will take all precautionary steps to protect its facilities and
the  facilities of others  affected by Tenant's  Work and properly  police same.
Construction  equipment  and  materials  are to be  located  within  the  Leased
Premises and truck traffic is to be routed in and from the site, all as directed
by  Landlord  and so as not to burden  the  construction  and  operation  of The
Project.

     11. Upon and from the  completion of Tenant's  Work in the Leased  Premises
and acceptance by Landlord's Architect, a minimum one-year warranty on all work,
materials, and equipment shall be provided to Landlord by Tenant.

     12. Landlord shall have the right to stop Tenant's Work whenever  necessary
to obtain  compliance with applicable  building and safety codes or the approved
Store Working Drawings and Specifications.

     13. Tenant and its contractors  shall comply with the guidelines for Tenant
work  procedures and temporary  construction  facilities set forth in the Tenant
Handbook, and Landlord's  Construction Rules and Regulations which may be issued
from time to time.

     14.  Landlord  shall  have the  right  to  order  any  Tenant  or  Tenant's
contractor who willfully  violates any of the above  requirements to cease work,
and to remove himself and his equipment and employees from The Project.

C.     TEMPORARY SERVICES AND FACILITIES DURING CONSTRUCTION

        1.   Utility  costs or charges  for any  service to the Leased  Premises
             shall  be  the  responsibility  of  Tenant  from  the  date  Tenant
             commences  work or is  obligated  to commence  work,  whichever  is
             earlier.



<PAGE>
     2. If necessary, construction. for temporary

Tenant  will  provide  temporary  heat for the  Leased  Premises  during No open
burners are permitted and only electricity may be used heat.

     3. temporary Electrical Services. If electrical service is not available in
the Leased  Premises  during  construction,  Landlord  shall provide  electrical
service in an area designated by the Landlord. Tenant shall request, in writing,
permission  to connect  temporary  lines to the power  source for service to the
Leased  Premises.  Tenant shall  reimburse  Landlord for the Temporary  Electric
Services.

     4. temporary  Trash Removal.  During  initial  construction,  Fixturing and
stocking,  Landlord shall provide trash removal  service from the service areas.
It shall be Tenant's responsibility to break boxes down and place trash daily in
the containers  provided.  Trash accumulation will not be permitted overnight in
the Leased  Premises,  mall or  service/exit  corridors.  Tenant shall not allow
trash to accumulate  within the Leased Premises nor shall Tenant place any trash
in the  service/exit  corridor or mall areas  adjacent  to the Leased  Premises.
Tenant shall reimburse Landlord for the Temporary Trash Removal.

     The period  shall start with the date  Tenant  starts  construction  in its
premises and ends with the date Tenant opens for business.

     In addition,  Tenant  shall pay any costs  incurred by Landlord in removing
trash from areas in and around the Leased  Premises.  Landlord's  decision as to
which Tenant is responsible  for trash left outside the Leased  Premises will be
reasonable and equitable, and Landlord's decision will be final.

     5. Plans  Review/Tenant  Coordination.  Landlord  or its  architect  and/or
engineer shall review Tenant's plans and  specifications for compliance with the
provisions  of this Exhibit D and the Tenant  Handbook.  In  addition,  Landlord
shall assign a Tenant Coordinator(s) to work with Tenant and Tenant's architect,
engineer and contractor for the design and  construction of the Leased Premises.
Tenant shall reimburse Landlord for such plan review and tenant coordination.


<PAGE>
                                     D - 13

     6. temporary  Storefront.  If Tenant is not open for business in the Leased
Premises and Landlord's  Retail  Development is open, or if, in Landlord's  sole
judgment, Landlord determines that a temporary storefront is necessary so as not
to disrupt the construction, opening or operation of any portion of The Project,
then  Landlord  shall  install,  at Tenant's  expense,  for  Tenant's use during
construction a full height  temporary  barricade on the  storefront  lease line.
Tenant shall reimburse Landlord for the temporary storefront. Upon completion of
Tenant's construction and Fixturing in the Leased Premises, Tenant shall remove,
disassemble and dispose of such temporary storefront.

     7.  Coming  Soon Sign.  If during  Tenant's  initial  construction,  tenant
Fixturing  and  merchandise  stocking,  The  Project is open (or shall open) for
business,  Landlord will provide and install,  following the earlier to occur of
(a) erection of the initial  construction  barricade,  or (b)  completion of the
storefront for the Leased Premises, a "coming soon" sign on the front (barricade
or storefront,  as the case may be) of the Leased Premises.  Landlord shall also
install suite number on mall  storefront.  Tenant shall  reimburse  Landlord for
providing such sign.

     8. Suite Number and Tenant Trade Name.  Landlord  shall furnish and install
suite number and tenant  trade name sign  adjacent to Tenant's  exterior  and/or
interior rear exit door(s) as well as storefront in accordance  with  Landlord's
standard. Tenant shall reimburse Landlord for this service.

     9. The charges for Temporary  Services and  Facilities as described in this
subsection C shall be:

             Size of Leased Premises                Landlord's Charge
             10,000/sf                              $1.00 psf

     10. The charges for all work  performed  or to be performed by Landlord for
or on behalf of Tenant shall be due and payable  within 5 days after  billing by
Landlord. Landlord may decline at Landlord's sole judgement to proceed with work
at Tenant's expense until Landlord's receipt of payment thereof.

     D. COST PLUS  ADMINISTRATION  FEE WORK BY  LANDLORD  IN  PREMISES AT TENANT
EXPENSE

     The  following  work in Tenant's  premises  shall only be  accomplished  by
Landlord in Landlord's building.  The Tenant shall contract with the Landlord to
furnish  the  following  work items if  required  by  Tenant's  store  design at
Landlord's actual cost plus fifteen percent (1 5%) cost of  administration,  and
the cost of any such item of work shall be payable to  Landlord  in full  within
five (5) days after receipt of invoice therefore.

     1. Opening in rated  demising  partitions  and exterior walls provided such
openings/penetrations have been approved in advance by Landlord in writing.

     2. Roof Openings.  With Landlord's prior written permission,  roof openings
for any purpose shall include  supporting  structures,  curbs, roof patching and
flashing.  Tenant shall be responsible  for temporary  weather  protection,  and
installation of ducts, pipes, equipment and counter flashing.  Landlord reserves
the right to refuse to permit the  furnishing  of any openings  which exceed the
capability of the structural system or which in Landlord's opinion would have an
appearance detrimental to Landlord's Building.

     3.  Plumbing  Service.  With  Landlord's  written  permission,   additional
sanitary sewer or relocation of sanitary sewer.

     4.  Electric  Service.  With  Landlord's  written  permission,   additional
electric service or relocation of electrical service.

     5.  Storefront.  With  Landlord's  prior  written  permission,  changes  to
Landlord furnished interior and exterior storefront including but not limited to
additional doors and relocation of doors.

     6. Landlord's  Labor (including  overtime,  demurrage and waiting time) and
equipment used in any work Landlord performs for Tenant.


<PAGE>
                                     D - 14

     7.  Architectural  and/or Engineering Fees incurred by Landlord as a result
of Tenant  requesting  any  services in excess of the standard  review  services
described in Section C.5.

     8. Building  Department  Expeditor  Fees incurred by Landlord in expediting
Tenant  Building  Permit,  Controlled  Inspection  and  other  requirements  for
temporary and permanent Certificates of Occupancy on the building and the Tenant
Premises.

     9. Building Permits Microfilming and Documentation Fees paid by Landlord on
behalf of the Tenant in  expediting  the approval of Building  Permits and other
approvals of Agencies having jurisdiction.

E.     CERTIFICATE OF ACCEPTANCE

       Upon the  completion of Tenant's  construction  and Fixturing work within
       its Leased Premises Tenant shall so notify Landlord in writing. Landlord,
       upon receipt of such notice from  Tenant,  shall issue a  Certificate  of
       Acceptance of said premises provided, however, that the issuing of such a
       Certificate shall be contingent upon all of the following:

        1.   The  satisfactory  completion by Tenant of the work to be performed
             by Tenant under this Exhibit D, in accordance with good workmanship
             and  the  approved  Store  Working   Drawings  and   Specifications
             therefor.

        2.   Receipt  by  Landlord  from  Landlord's  Architect  of  a  premises
             acceptance  letter.  This letter can be issued  only upon  Tenant's
             correction  of the  deficiencies  noted by Landlord  or  Landlord's
             Architect upon any inspection of Leased Premises.

        3.   Tenant  shall have  furnished  Landlord  with  waivers of liens and
             sworn  statements,  or  satisfactory  substitutes for same, in such
             form  as  may  be  required  by  Landlord,  from  all  contractors,
             subcontractors  and other persons performing labor and/or supplying
             materials  in  connection  with such work  showing that all of said
             persons have been compensated in full.

        4.   Submission  by  Tenant  to  Landlord  of a  detailed  breakdown  of
             Tenant's final and total construction costs together with receipted
             invoices showing payment thereof.

        5.   Submission by Tenant to Landlord of the  warranties for the benefit
             of  Landlord  on  the   workmanship,   materials,   and   equipment
             incorporated  into the Leased Premises as required in Section 3.B.1
             1 of this Exhibit.


<PAGE>
                                      E- 1

Exhibit "E"
                                                    Sign Criteria
1.      Tenant is  required  to  identify  the Leased  Premises by a sign on the
        storefront.  The  general  criteria  for the design of  Tenant'  signage
        ("sign  criteria")  is set forth below.  More specific sign criteria for
        The  Project  as a whole  and  certain  tenants  in  certain  designated
        locations  such as in food  courts  and mall  courts is set forth in the
        Tenant  Handbook,  (Tenant Design Criteria)  hereinafter  referred to as
        "Tenant Handbook".

2.      Costs  incurred in design,  construction  and  installation,  as well as
        maintenance  shall be the  responsibility  of Tenant.  The  Tenant  must
        obtain  permits  to erect  and  connect  the sign from  local  community
        officials before the sign is installed.

3.      It is  intended  that the signage be  developed  in an  imaginative  and
        varied manner so as to enhance the architectural treatment of the facade
        in general and be harmonious with the overall  architecture and thematic
        consideration  of the  mall  in  particular.  Although  current  signage
        practices  of the Tenant shall be  considered,  they will not govern the
        signs to be installed.

4.      Approval of signs shall be solely the right of the Landlord,  and Tenant
        must submit all  candidates  for signage to the Landlord for approval in
        the form of working  drawings before  manufacturing  or further assembly
        begins.  Submission  shall be to Landlord,  in the form of shop drawings
        with all pertinent  details  necessary for construction and installation
        included.  Submission  shall be a  minimum  of ninety  (90) days  before
        proposed  installation  date,  and  tenant  is  expected  to  have  sign
        manufactured and ready for installation  within  forty-five (45) days of
        approval by Landlord or Landlord's agent before installation, at project
        site.  Landlord  reserves  the right to reject signs not  conforming  to
        approved drawings regardless of stage of completion or installation.

5.      The  Tenant's  storefront  sign shall  occupy an area of the  storefront
        facade  designated  in the  Tenant  Handbook  and/or  the Lease  Outline
        Drawing,  and/or by the Project Architect.  The design 9f the storefront
        is to be considered by Tenant in the development of signage. In general,
        signs  will be  installed  in the  designated  sign area above the entry
        door.  Variation of this criteria  shall be subject to Landlord's  prior
        written  approval,  which shall be solely at the discretion of Landlord.
        No sign shall be  installed  closer than three feet (3'-0") from the end
        of the Tenant storefront on both sides.

6.      Signage shall be limited to the name of the store.  Additional  elements
        will be considered as long as they enlarge, expand, or otherwise clarify
        the name of the store.



<PAGE>
7.      Signs  which are  comprised  of  unaltered  sans  serif  typefaces  are,
        unacceptable,  as will be signs or type  faces  which are  difficult  to
        read.

in general,

8.      The use of corporate  identifications  or logos will be considered,  but
        prior  use or  identification  with a  particular  sign or logo will not
        govern Landlord's approval for Tenant use. Tenant agrees that Landlord's
        rejection of particular logo or sign shall not constitute a violation of
        Lease by Landlord. In the case of conflict between the sign criteria and
        other provisions of the Lease,  Tenant agrees that the sign criteria and
        Landlord's  discretion  shall  prevail.  Tenant shall not hold  Landlord
        liable  for  damage or injury  as a result of the sign  criteria  or the
        implementation of the sign criteria by agreement of both parties.

9.      A  variety  of  fabrication  materials  shall  be  considered,   however
        construction shall be guaranteed for a period of at least five (5) years
        against peeling, cracking, crazing, blistering, or any other degradation
        of surface or materials.  Tenant shall obtain,  from manufacturer of the
        sign,  a five (5) year  warranty  covering  the  condition  of  finished
        surfaces, construction and operation of sign.

10.     All electrical  signs shall carry approval of Underwriters  Laboratories
        (U.L.) on all  component  parts  and on the  complete  display.  Maximum
        brightness of lit signs shall be fifty foot (50') Lamberts  measured one
        foot (1') from the  source of light.  No  blinking,  moving or  flashing
        lights  shall be allowed.  Surface  lighting  may be reduced in order to
        accentuate lit signage.  There will be no special  advantage in terms of
        visibility of internally lit over externally lit signs.


<PAGE>
11.     No exposed  raceways,  ballast boxes or electrical  transformers will be
        permitted except as required to be exposed by local building codes.

12.     Landlord shall not be responsible for signs  improperly  installed or
        manufactured,  and those signs not meeting code  requirements  shall, at
        Tenant's  expense,  be removed and built to code  specifications  before
        reinstallation.  Signs meeting Landlord's sign criteria, but not meeting
        local code  requirements,  shall be the  responsibility  of Tenant,  and
        Tenant  agrees not to hold  Landlord  liable  for costs due to  conflict
        between these sign criteria and code,  should such conflict  exist under
        present code or due to future changes in code.

13.     Notwithstanding  anything herein  contained to the contrary,  Tenant
        shall have the right to replace any  existing  sign(s) of said Tenant as
        long as such  replacement  meets the sign  criteria  listed  within this
        document,  the Tenant  Handbook,  and is accompanied by Landlord's prior
        written approval prior to installation.

14.     No other signs of any type or purpose,  permanent or temporary, shall be
        permitted  to be  displayed  upon the  facade,  windows  or  within  the
        dimension prescribed in Section 4.3 of the Lease, behind an unobstructed
        window unless and until such sign has been submitted to Landlord and has
        received  Landlord's prior written approval.  Landlord shall be the sole
        judge of what constitutes an unobstructed window.  Removal of signage of
        any type installed  without Landlord  approval shall be mandatory before
        said sign shall be considered by Landlord for installation.

15.     Landlord  shall not be  required  to approve  signage for any reason
        other than  conformance with the sign criteria in this Exhibit E and the
        Tenant Handbook Scheduled opening dates and other time constraints shall
        not be reason to approve signage which Landlord otherwise would consider
        unsuitable for  manufacture or  installation.  Tenant agrees not to hold
        Landlord  liable for any damage  caused to Tenant due to signage or lack
        of signage as a result of Landlord's  insistence upon  conformance  with
        the sign criteria or the Landlord's withholding of approval of submitted
        signage.

16.     In the event  that  Tenant is unable to supply  satisfactory  signage
        design by the Fixturing  period of Tenant's  store,  Landlord shall have
        the option of providing  such design.  In such a case,  Tenant agrees to
        pay  prior  to store  opening  'all  expenses  involved  in the  design,
        manufacture,   and  installation  of  said  signage  plus  15%  cost  of
        administration, and Tenant agrees to waive rights to reject said signage
        and agrees not to oppose installation of said signage.

17.     Signage  indicated on drawings and mechanicals  submitted for reasons
        other than signage  evaluation  (as  described in this Exhibit E and the
        Tenant Handbook) shall not constitute a signage  submittal.  No approval
        of such drawings and mechanicals shall constitute approval of signage.

18.     Food Court  Tenants  shall be permitted to install one menu board within
        the  Leased  Premises  subject to  Landlord's  prior  design  review and
        written  approval.  Refer to the  Tenant  Handbook  for  type,  size and
        location allowed.

19.    Procedure for Submittal and Approval of Sign Drawings:

     a. Approval of store design drawings or working drawings and specifications
for Tenant's  Leased  Premises  does not  constitute  approval of any sign work.
Approval of signs shall be solely the right of Landlord,  and Tenant must submit
all  candidates  for signage to the  Landlord  for  approval in the form of sign
designer's   working  drawings  and/or   manufacturer's   shop  drawings  before
manufacturing  or assembly begins.  Drawings by Tenant,  its architect or anyone
not qualified to produce signage  drawings are not acceptable.  At the same time
as Tenant's initial  submission of store working drawings and  specifications to
Landlord,   Tenant  shall  submit  one  (1)  set  of  reproducible   prints  and
specifications  and three (3) sets of blue  prints,  along  with  samples of all
material and colors,  for all its proposed sign work. The drawings shall clearly
show  location  of  sign  on  storefront  elevation  drawing,  size  and  stroke
dimensions,   graphics,  color,  construction,   and  attachment  details.  Full
information regarding electrical load requirements and brightness in footcandles
shall  also be  included.  Landlord  reserves  the  right to  reject  signs  not
conforming   to  approved   drawings   regardless  of  state  of  completion  or
installation.


<PAGE>
                                       F-i

     b. As soon as practical after receipt of the sign drawings,  Landlord shall
return  to  Tenant  one  (1)  set of  such  sign  drawings  with  the  suggested
modifications  and/or  approval.  If,  upon  receipt of approved  sign  drawings
bearing Landlord's comments, Tenant wishes to take exception thereto, Tenant may
do so in writing,  by certified or registered  mail addressed to Landlord within
seven (7) days from the date of Tenant's  receipt of such sign drawings.  Unless
such action is taken,  it will be deemed that all  comments  made by Landlord on
the sign drawings are acceptable to and approved by Tenant.

     c.  If sign  drawings  and  specifications  are  returned  to  Tenant  with
comments, but not bearing approval of Landlord; said drawings and specifications
shall be revised  immediately by Tenant and resubmitted to Landlord for approval
within seven (7) days of their receipt by Tenant.


<PAGE>
            Exhibit "G" COMMENCEMENT AND EXPIRATION DATE DECLARATION


LANDLORD:

TENANT:

LEASE DATE:

STORE NUMBER:

     Tenant  acknowledges  and agrees  that the  Commencement  Date of the above
referenced Lease is  __________________________________________  and the term of
the Lease expires on



                                     TENANT:



                                       By:

                                      Its:
1/2


<PAGE>
     1 Toys  nte,national/GfeatLakescrossingl5 15gB RIDER ATTACHED TO AND MADE A
PART OF LEASE DATED JUNE 25, 1998,  ENTERED INTO BY AND BETWEEN  TAUBMAN  AUBURN
HILLS  ASSOCIATES  LIMITED  PARTNERSHIP,  A  DELAWARE  LIMITED  PARTNERSHIP,  AS
LANDLORD, AND TOYS INTERNATIONAL1 INC., A CALIFORNIA CORPORATION, AS TENANT.

     This Lease is hereby  modified and  supplemented  as set forth herein.  Any
conflict between a term, condition or provision contained in this Rider with any
term,  condition or provision  contained in the printed Lease Agreement shall be
resolved in favor of this Rider.


     Section 1.1(a): On page 1, line 8, in place of the deletion,  insert "Great
Lakes Crossing" On page 1, line 1 0, in place of the deletion, insert "Michigan"

     Section 1.2:

     On page 2, line 31, in place of the deletion, insert "January"


     On page 2, line 32, in place of the deletion, insert "February"

At the end of the Section,  insert "In the event  Tenant does not achieve  Gross
Sales (as herein  defined) of at least Two Hundred  Fifty and 00/1 0Oths Dollars
($250.00) per square foot of floor area in the Premises,  in the period  between
the twenty-fifth  (25th) and thirty-sixth (36th) months of the term hereof, then
Tenant  shall,  for a  period  of  thirty  (30)  days  after  the  close of such
thirty-sixth  (36th) month, have the option, upon ninety (90) days prior written
notice to Landlord,  of terminating this Lease;  provided,  however, that Tenant
shall not be entitled to terminate  this Lease if Tenant shall have been, or is,
in default of this Lease. Any such notice to terminate shall be accompanied by a
certified  statement of Tenant's  actual  Gross Sales for such period.  From and
after the effective date of Tenant's notice to terminate, this Lease shall be of
no  further  force or  effect,  subject,  however,  to the  payment by Tenant to
Landlord of all sums then due and owing or having  accrued to  Landlord.  In the
event that Tenant fails to exercise  its option to  terminate  this Lease within
the  required  time  period,  then such option  shall,  upon  expiration  of the
applicable  period,  become null and void and be of no further  force or effect.
Tenant shall only be  permitted  to exercise its option to terminate  this Lease
for failure to achieve  certain  Gross Sales during a particular  time period if
Tenant shall have operated its business in accordance  with the  requirements of
Section 4.2 on each day during the entire time period in question. At Landlord's
sole option, the above stated Gross Sales figure shall be reduced by 1/360th for
each day during the above stated time period that Tenant shall not have operated
its business in the leased premises."

     Section 1.3: On page 2, line 59, in place of the deletion, insert "November
12, 1 998"

     Section 1.4: On page 2, line 63, in place of the deletion,  insert  "Except
for delays as described  in Article XVI and provided  that Tenant has been given
the thirty (30) day Fixturing Period, in"

(deleted)

     Section  2.5: On page 5, line 6, in place of the  deletion,  insert  "tenth
(10th)"

     Section 3.2: At the end of the Section,  insert" Provided that Tenant shall
not be in default under this Lease,  then,  Landlord  shall pay to Tenant,  as a
Tenant  inducement,  the sum of One Hundred Fifty Thousand and O0/lOOths Dollars
($150,000.00),  within sixty (60) days following the  Commencement  Date of this
Lease  and  Tenant's  opening  for  business.  In the event  that this  Lease is
terminated  prior  to  expiration  of  the  stated  lease  term,   Tenant  shall
immediately repay to Landlord an amount equal to the then unamortized portion of
the  Tenant  inducement  paid to  Tenant,  which  amortization  shall  be on the
straight-line  basis  over the full  stated  lease  term.  The cost of  Tenant's
leasehold  improvements  pursuant  to Section  1.1(b)  hereof  shall be less the
amount of such Tenant inducement."
<PAGE>

     Section  4.8: On page 8, line 70,  after the word  "miles",  insert ", with
reference to outlet stores only,"

     Section   5.2(b):   At  the  end  of  the  subsection,   insert   "Tenant's
proportionate share of Common Area Maintenance Expenses per square foot of floor
area in the Leased  Premises for the first full Lease Year of the Term shall not
exceed Ten and 00/1  O0ths  Dollars  ($10.00)  per  square  foot.  It is further
understood  and agreed  that the  Tenant's  proportionate  share of Common  Area
Maintenance  Expenses  per square  foot during each Lease Year shall in no event
increase by more than five percent  (5%) over such share for the previous  Lease
Year."

     Section  7.1:  At the end of the  Section,  insert  "Taxes  shall  include,
without limitation,  the so-called 'Michigan Single Business Tax' of Landlord as
the same  presently  exists  and as the same may be  amended in whole or in part
from time to time."

     Section  7.2: At the end of the  Section,  insert  "Tenant's  proportionate
share of the Taxes per square foot of floor area in the Leased  Premises for the
first full Lease Year of the Term shall not exceed  Four and  00/100ths  Dollars
($4.00) per square foot. It is further  understood  and agreed that the Tenant's
proportionate  share of Taxes per square foot during each Lease Year shall in no
event  increase by more than five  percent (5%) over such share for the previous
Lease Year."

     Section  8.4:  On page 13,  line 52,  after  the word  "Harmless.",  insert
"Except with respect to the  negligence or willful  misconduct of Landlord,  its
agents or  employees  (unless  covered or  required  to be  covered by  Tenant's
insurance),"

     At the end of the Section,  insert "Landlord hereby  indemnifies and agrees
to save harmless Tenant, its officers, directors, partners, employees and agents
from and against any and all claims, actions,  damages,  liabilities,  costs and
expenses,  including  attorneys' fees, in connection with loss of life, personal
injury  and/or damage to property  arising from or out of any  occurrence in the
common areas of the Shopping  Center unless caused by the  negligence or willful
misconduct of Tenant, its agents, contractors,  employees,  officers, directors,
partners, subtenants or concessionaires."



<PAGE>
     Section 9.2: "Reconstruction"

     On page 14, lines 49, 52,53, 54 and 55, after the word "Landlord's", insert

     On page 14, line 55, after the word "Tenant's", insert "Reconstruction"

     On page 14, line 61, in place of the first  deletion,  insert  ""Landlord's
Reconstruction Work" shall be all work required to"

     On page 14, line 61, in place of the second deletion, insert "the"

     On page 1 4,  line 62,  after  the word  "Landlord",  insert  "pursuant  to
Exhibit C and Exhibit D,"

     On page 14,  line 66,  after the word  "thereof.",  delete  the  period and
insert "("Tenant's Reconstruction Work")"

     Section 11.1(b): On page 16, line 6, after the word "is", insert "publicly"

     Section  13.2:  On page 1 8,  line 1 5, in  place of the  deletion,  insert
"Upon"

     Section 14.1: On page 19, line 27, in place of the deletion,  insert "(i) a
default  which  results  in a total  monetary  outstanding  balance on excess of
$20,000.00 or (ii) a default pursuant to Section 14.1 (a) (iii) of this Lease,"

     On page 19, line 29, after the word "upon", insert "ten (10) days prior"

     On page 19, line 30, after the word "Lease", insert "(unless the default is
cured within the ten [10] day period after notice)"

     Article XVI: On page 22, line 7, after the word "restrictions",  insert "or
delays in issuing permits  (provided that the delays do not result from Tenant's
actions or failure to act)"

     Section  19.1:  At the end of the Section,  insert  "Tenant shall be solely
responsible  for and shall  promptly  pay all  charges  for  water,  gas,  heat,
electricity,  sewer and any other  utility  used upon or furnished to the Leased
Premises.  So long as Landlord  shall furnish all  electricity  required for the
conduct of Tenant's  business,  Tenant agrees to purchase such  electricity from
Landlord and to pay for same on the following basis:  (i) Landlord,  at its sole
expense, will provide and install appropriate meters at Tenant's Leased Premises
for measuring Tenant's  consumption of electricity.  Accuracy of meters supplied
by Landlord shall be maintained by Landlord within the limits  prescribed by the
applicable  public  utility  commission  regulations.  (ii) Landlord will render
monthly statements of charges to Tenant for Tenant's consumption


<PAGE>
     of electricity for the previous month.  Charges for electricity shall be at
the same  rates,  terms and  conditions  as  rates,  terms  and  conditions  for
comparable  service from the local public utility company servicing the Shopping
Center as filed from time to time with the applicable public utility commission.
Tenant  agrees  to pay such  charges  within  ten (10)  days of the date of such
statement.  In no event shall Landlord charge Tenant rates which are higher than
the rates of such local public  utility  company for service  comparable to that
furnished to Tenant. Landlord shall also have the right to periodically estimate
the monthly  amount  required to be paid by Tenant to Landlord  with  respect to
such service  provided by Landlord and such  estimated  monthly  amount shall be
paid by Tenant on the first day of each calendar month, in advance, at the place
and in the manner  specified  for payments of Minimum Rent  hereunder.  Landlord
shall have the right to change such  estimated  amount at any time and from time
to time,  by notice to Tenant.  If the total of the estimated  monthly  payments
made by Tenant for any lease year or calendar year shall be less than the actual
amount due from Tenant pursuant to the provisions of this Section,  Tenant shall
pay to Landlord the difference  between the amount paid by Tenant and the actual
amount  due  within  ten (10) days  after  submission  to  Tenant of  Landlord's
statement and invoice therefor;  and if the total of the estimated payments made
by Tenant for any such year shall exceed the actual amount due from Tenant,  the
excess amount paid shall be credited against the next payment due from Tenant to
Landlord  under this Section.  Landlord,  at any time at its option and upon not
less than one hundred  eighty (180) days' prior  written  notice to Tenant,  may
discontinue  the furnishing of  electricity  to the Leased  Premises and in such
case,  Tenant shall contract for the supply of such  electricity with the public
utility company  supplying  electricity to the  neighborhood  and Landlord shall
permit  its  equipment,   to  the  extent  available  (other  than  high-voltage
transformers and meters),  suitable and safely capable therefor,  to be used for
the purpose of supplying such electricity.  Notwithstanding any other provisions
of this  Lease,  the value of, or (as  applicable)  the rate for,  each  utility
furnished by Landlord,  which utility shall be subject to regulation by a public
agency,  shall be computed for the purposes of this Lease in accordance with the
maximum rate  schedules  which would be  applicable if Tenant were at the time a
direct  customer of the applicable  public utility  company serving the Shopping
Center  (subject to any separate rate  schedules for utility  services as may be
included in the exhibits to this Lease).  The value of, or (as  applicable)  the
rate for,  any  nonregulated  utility  service  provided  by  Landlord  shall be
computed  at the  prevailing  rates  which  would be paid by Tenant  for  direct
comparable service from contractors in the local area, except to the extent that
specific  rates  are  otherwise  set forth in this  Lease.  The  public  utility
corporation referred to in this Section 1 9.1 shall be the utility company named
in Exhibit CC attached hereto (if any), or the successor to such company or such
other company designated by Landlord."

     Exhibit C: On page C-2, line 30, insert "Notwithstanding the foregoing, the
Leased Premises shall have one (1) closure of fifteen foot (1 5') width."



<PAGE>
                                   Exhibit CC:

     On page 1, line 47, in place of the deletion, insert "1.51"

     On page 1, line 48, in place of the deletion, insert "1.47"


In the Presence of: TAUBMAN AUBURN HILLS ASSOCIATES
LIMITED PARTNERSHIP,
a Delaware partnership


By:
Its: Authorized Agent

LANDLORD










TENANT
TOYS INTERNATIONAL, INC.,
a California corporation


By:

Name:

Title:


<PAGE>
                                    GUARANTY

     Annexed to and forming a part of Lease dated June 25, 1998 by and between

              TAUBMAN AUBURN HILLS ASSOCIATES LIMITED PARTNER~SHIP,
                 Landlord, and TOYS INTERNATIONAL, INC., Tenant.

     The  undersigned,   PLAY  CO.  TOYS  &  ENTERTAINMENT   CORP.,  a  Delaware
corporation   (hereinafter   sometimes   referred  to  as  the   "Guarantor"  or
"Guarantor(s)"),  whose address is 550 Rancheros Drive,  San Marcos,  California
92069, in consideration  of the leasing of the leased premises  described in the
annexed  Lease  ("Lease")  to the above  named  Tenant  ("Tenant"),  does hereby
covenant and agree as follows:

     A. The undersigned does hereby absolutely,  unconditionally and irrevocably
guarantee the full, faithful and timely payment and performance by Tenant of all
of the payments,  covenants and other obligations of Tenant under or pursuant to
the Lease. If Tenant shall default at any time in the payment of any rent or any
other sums,  costs or charges  whatsoever,  or in the  performance of any of the
other covenants and obligations of Tenant,  under or pursuant to the Lease, then
the undersigned,  at its expense,  shall on demand of said Landlord ("Landlord")
fully and promptly, and well and truly, pay all rent, sums, costs and charges to
be paid by Tenant,  and perform all the other  covenants and  obligations  to be
performed by Tenant,  under or pursuant to the Lease,  and in addition  shall on
Landlord's  demand pay to Landlord any and all sums due to  Landlord,  including
(without  limitation)  all  interest on past due  obligations  of Tenant,  costs
advanced by Landlord,  and damages and all expenses  (including  attorneys' fees
and litigation  costs),  that may arise in consequence of Tenant's default.  The
undersigned  hereby waives all  requirements of notice of the acceptance of this
Guaranty and all requirements of notice of breach or nonperformance by Tenant.

     B. The obligations of the undersigned hereunder are independent of, and may
exceed,  the  obligations  of Tenant.  A  separate  action or  actions  may,  at
Landlord's option, be brought and prosecuted against the undersigned, whether or
not any action is first or subsequently  brought  against Tenant,  or whether or
not Tenant is joined in any such action,  and the  undersigned  may be joined in
any action or proceeding commenced by Landlord against Tenant arising out of, in
connection  with or based upon the Lease.  The  undersigned  waives any right to
require  Landlord  to  proceed  against  Tenant  or pursue  any other  remedy in
Landlord's power  whatsoever,  any right to complain of delay in the enforcement
of Landlord's  rights under the Lease,  and any demand by Landlord  and/or prior
action by Landlord of any nature whatsoever against Tenant, or otherwise.

     C. This  Guaranty  shall  remain and  continue in full force and effect and
shall not be discharged in whole or in part  notwithstanding  (whether  prior or
subsequent  to  the  execution  hereof)  any  alteration,   renewal,  extension,
modification,   amendment  or   assignment   of,  or   subletting,   concession,
franchising,  licensing or permitting  under,  the Lease.  Without  limiting the
foregoing,  this  Guaranty  shall be  applicable  to any  obligations  of Tenant
arising in connection  with a  termination  of the Lease,  whether  voluntary or
otherwise.  The undersigned  hereby waives notices of any of the foregoing,  and
agrees that the liability of the  undersigned  hereunder shall be based upon the
obligations  of  Tenant  set  forth in the  Lease  as the  same may be  altered,
renewed,  extended,  modified,  amended  or  assigned.  For the  purpose of this
Guaranty and the  obligations  and  liabilities  of the  undersigned  hereunder,
"Tenant"  shall be deemed to  include  any and all  concessionaires,  licensees,
franchisees,  department operators, assignees, subtenants,  permittees or others
directly or indirectly  operating or conducting a business in or from the leased
premises, as fully as if any of the same were the named Tenant under the Lease.

     D. The  undersigned's  obligations  hereunder  shall remain  fully  binding
although  Landlord may have waived one or more defaults by Tenant,  extended the
time of performance by Tenant, released, returned or misapplied other collateral
at any  time  given  as  security  for  Tenant's  obligations  (including  other
guaranties) and/or released Tenant from the performance of its obligations under
the Lease or terminated the Lease.

     E. This Guaranty shall remain in full force and effect  notwithstanding the
institution by or against Tenant, of bankruptcy,  reorganization,  readjustment,
receivership or insolvency  proceedings of any nature,  or the  disaffirmance of
the Lease in any such proceedings or otherwise.

     F. If this  Guaranty is signed by more than one party,  or if more than one
Guaranty shall be given as security for the performance of Tenant's  obligations
under the Lease,  then the obligations of such parties and any other  guarantors
shall be joint and several,  and the release of one of such guarantors shall not
release any other of such guarantors.



<PAGE>
                                      E-3

     G.  This  Guaranty  shall be  applicable  to and  binding  upon the  heirs,
executors, administrators,  representatives, successors and assigns of Landlord,
Tenant and the undersigned.  Landlord may, without notice,  assign this Guaranty
in whole or in part.

     H. In the  event  that  Landlord  should  institute  any suit  against  the
undersigned for violation of or to enforce any of the covenants or conditions of
this  Guaranty  or to enforce  any right of  Landlord  hereunder,  or should the
undersigned  institute any suit against Landlord arising out of or in connection
with this  Guaranty,  or should either party  institute a suit against the other
for a declaration of rights  hereunder,  or should either party intervene in any
suit in which the other is a party to enforce or protect the intervening party's
interest or rights  hereunder,  Landlord shall receive from the  undersigned all
costs and  expenses  paid or  incurred  by  Landlord  in  connection  therewith,
including,  without limitation, the fees of its attorney(s), to be determined by
the court and taxed as a part of the costs therein.

     I. The undersigned hereby waives trial by jury in any action, proceeding or
counterclaim  brought  by any  person  or  entity  with  respect  to any  matter
whatsoever  arising out of or in any way  connected  with:  this  Guaranty;  the
Lease; any liability or obligation of Tenant in any manner related to the leased
premises;  any claim of injury or damage in any way  related to the Lease or the
leased  premises;  any  act  or  omission  of  Tenant,  its  agents,  employees,
contractors,  suppliers,  servants, customers or licensees; or any aspect of the
use or  occupancy  of, or the  conduct  of  business  in, on or from the  leased
premises.  The undersigned shall not impose any counterclaim or counterclaims or
claims for set-off,  recoupment  or  deduction of rent in any action  brought by
Landlord against the undersigned under this Guaranty.  The undersigned shall not
be entitled to make, and hereby waives,  any and all defenses  against any claim
asserted by Landlord or in any suit or action  instituted by Landlord to enforce
this Guaranty or the Lease.  In addition,  the undersigned  hereby waives,  both
with respect to the Lease and with respect to this Guaranty,  any and all rights
which are waived by Tenant  under the Lease,  in the same  manner as if all such
waivers were fully restated herein.  The liability of the undersigned under this
Guaranty is primary and unconditional.

     J. The undersigned  shall not be subrogated,  and hereby waives any and all
rights of subrogation (if any), to any of the rights of Landlord under the Lease
or otherwise,  or to or in the leased  premises  thereunder,  which may arise by
reason of any of the provisions of this Guaranty or by reason of the performance
by the undersigned of any of its obligations  hereunder.  The undersigned  shall
look  solely to  Tenant  for any  recoupment  of any  payments  made or costs or
expenses incurred by the undersigned pursuant to this Guaranty.

     K.  Any  default  or  failure  by the  undersigned  to  perform  any of its
obligations  under this Guaranty  shall be deemed to be an immediate  default by
Tenant under the Lease.

     L. The execution of this Guaranty prior to execution of the Lease shall not
invalidate this Guaranty or lessen the obligations of Guarantor(s) hereunder.


     IN WITNESS WHEREOF,  the undersigned has executed this Guaranty this day of
_____ 19

WITNESSES:

PLAY CO. TOYS & ENTERTAINMENT CORP., a Delaware corporation