10.87

                      Lease Agreement for Store-Clairemont




<PAGE>


                             CLAIREMONT TOWN SQUARE

                                 LEASE AGREEMENT

                                     BETWEEN

                   OTR, AN OHIO GENERAL PARTNERSHIP, LANDLORD,

                                       AND

                               TOYS INTERNATIONAL,
                        A CALIFORNIA CORPORATION, TENANT

   doing business under the trade names of PLAY CO. TOYS or TOYS INTERNATIONAL

                         DATED ___________________, 1997





<PAGE>
<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

<S>                                                                                                             <C> 
1.       Fundamental Lease Provisions............................................................................
2.       Premises................................................................................................
3.       Lease Term..............................................................................................
4.       Rental..................................................................................................
5.       Advertising.............................................................................................
6.       Construction............................................................................................
7.       Use of the Premises......................................................................................
8.       Alterations..............................................................................................
9.       Mechanics' Liens.........................................................................................
10.      Maintenance and Repair...................................................................................
11.      Common Areas.............................................................................................
12.      Utilities................................................................................................
13.      Estoppel Certificates....................................................................................
14.      Indemnification; Waiver of Claims........................................................................
15.      Insurance................................................................................................
16.      Waiver of Subrogation....................................................................................
17.      Holding Over.............................................................................................
18.      Assignment and Sublease..................................................................................
19.      Quiet Enjoyment..........................................................................................
20.      Compliance with Laws and with Rules and Regulations......................................................
21.      Fire and Casualty........................................................................................
22.      Eminent Domain...........................................................................................
23.      Default..................................................................................................
24.      Waiver of Default or Remedy..............................................................................
25.      Landlord's Lien..........................................................................................
26.      Uniform Commercial Code..................................................................................
27.      Force Majeure............................................................................................
28.      Subordination of Lease...................................................................................
29.      Notices and Consents.....................................................................................
30.      Security Deposit.........................................................................................
31.      Miscellaneous Taxes......................................................................................
32.      Brokerage Commission.....................................................................................
33.      Hazardous Devices and Contaminants.......................................................................
34.      Exculpation..............................................................................................
35.      Signs....................................................................................................
36.      Locks....................................................................................................
37.      Employment...............................................................................................
38.      Plumbing.................................................................................................
39.      Certain Rights Reserved to Landlord......................................................................
40.      Guaranty.................................................................................................
41.      Miscellaneous............................................................................................
42.      Relationship of Parties..................................................................................
43.      Gender and Number........................................................................................
44.      Topic Headings...........................................................................................
45.      Counterparts.............................................................................................
46.      Entire Agreement.........................................................................................
47.      Attorneys' Fees..........................................................................................
48.      Governing Law; Invalidity of any Provisions..............................................................
</TABLE>
<PAGE>
Exhibit A - Site  Plan/Floor  Plan  
Exhibit B - Legal  Description  of  Property
Exhibit C - Commencement Date Agreement 
Exhibit D - Tenant Improvements  
Exhibit E - Tenant Estoppel  Certificate  
Exhibit F - Sign Criteria 
Exhibit G - Guaranty of Lease 
Exhibit H - Access and Rental Payment Agreement




<PAGE>
                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT ("Lease"), dated ______________,  199_____ ("Effective
Date"), is between OTR, an Ohio general partnership ("Landlord"),  acting as the
duly authorized nominee of the BOARD OF THE STATE TEACHERS  RETIREMENT SYSTEM OF
OHIO ("STRBO"), and TOYS INTERNATIONAL, a California corporation, doing business
under the trade names of PLAY CO. TOYS or TOYS INTERNATIONAL ("Tenant").

         1.  Fundamental  Lease  Provisions.  This Lease  contains the following
fundamental provisions. If any fundamental provision is marked "not applicable,"
it shall be deemed not applicable in the balance of the Lease.

                  (a)      Landlord's Address:                                  

275 E. Broad Street
Columbus, Ohio 43215
Attention: Real Estate Manager
and the address given in (b) below

                  (b)      Address for
                           Payment of Rent:                                  

Clairemont Town Square Management Office
4186 Clairemont Mesa Boulevard
San Diego, CA 92117
Attention: Operations Manager

                    (c) Tenant's Address:  Toys  International  Attn: Rich Brady
               550 Rancheros Drive San Marcos, CA 92069 (619) 471-4505

                    (d) Net Rentable Square Feet in the Premises: 10,156

                    (e) Unit Number of the Premises: Space #38

                    (f) Name and Address of the Premises.

Clairemont Town Square
4615A Clairemont Drive
San Diego, CA 92117

                  (g) Net Rentable Square Feet in Shopping Center:  325,459. The
                  parties  acknowledge  that  (i) the  preceding  number  is the
                  actual Net Rentable  Square Feet in the Shopping Center on the
                  Effective Date, (ii) the preceding number does not include the
                  area  designated  "Space  #38"  on  Exhibit  A, of  which  the
                  Premises are a part,  and (iii) the  preceding  number will be
                  revised from time to time in accordance with Paragraph 4(c) of
                  the Lease.

                  (h)      Initial Term:                   Five (5) Lease Years.
                           Option Terms: 
                              Three (3) Five (5)-Year Options per Paragraph 3(c)
                           
                  (i)      Base Rental:
                           ------------
<PAGE>
<TABLE>
<CAPTION>

              Lease Years                                  Annual Base Rent                                        Monthly Base Rent

                <S>                                        <C>                                                      <C>
                1 thru 3                                   $ 88,053.00                                              $7,337.75
                4 thru 5                                   $108,365.00                                              $9,030.42

</TABLE>

                  Notwithstanding  anything to the  contrary  contained  in this
         Lease, Tenant's obligation to pay Base Rental hereunder shall be abated
         until  November 1, 1997. It is expressly  understood  that Tenant shall
         pay all other  charges  under this  Lease in full from the date  Tenant
         opens for business  through  October 31, 1997, and that Tenant shall be
         obligated  to  commence  payment of Base  Rental in full  beginning  on
         November  1,  1997.  If  at  any  time  during  the  Initial  Term  (as
         hereinafter  defined) the Lease is  terminated  as a result of Tenant's
         default as  described  in Article 23 hereof,  then the Base  Rental due
         under this Lease shall revert to the rent schedule  provided  herein as
         though no abatement had been provided.  Further, the abatement provided
         herein  shall not be  available  to any  assignee or  subtenant of this
         Lease,  and upon any such assignment or sublease,  such abatement shall
         become null and void except as otherwise provided in Paragraph 18(a).

                  (j)      Percentage for Percentage Rent:                     
                           Zero (0%)

                  (k)      Percentage Base:                                    
                           Not applicable.





<PAGE>
                  (l)      Minimum Gross Sales:                                
                           Not applicable.

                  (m)      Tenant's Proportionate Share of Operating Expenses: 
                           See Paragraph 4(c) hereof.

                  (n) Marketing Charge:  An annual charge of $2,000.00,  payable
         in equal monthly installments provided, however, that Tenant shall have
         the right to terminate its  obligation to pay such charge at the end of
         the first twelve months of the Lease Term. (See Paragraph 5(a) hereof).

                  (o)      Estimated Commencement Date:                        
                           June 1, 1997.

                  p) Use: Tenant shall use the Premises solely for the operation
         of a toy  store,  and for no other use or  purpose  without  Landlord's
         prior  reasonable  approval.  Tenant shall sell a large variety of toys
         and agrees that Tenant  shall not use the  Premises in violation of any
         of the Restricted  Uses  (hereinafter  defined).  Without  limiting the
         foregoing preclusions, Tenant specifically agrees that Tenant shall not
         sell  pets  or  charge  the  public  for  entertainment   (machines  or
         activities or otherwise). Tenant agrees that its sale of bicycles shall
         be  generally   children's  and  family  quality  bicycles  (and  shall
         therefore not include high-end bicycles). Tenant further agrees that to
         the extent Tenant sells consumer  electronics which are consistent with
         the operation of a toy store, the display of said electronics shall not
         exceed 400 square feet of the Premises.  Tenant  further agrees that in
         the event  Tenant sells  computer  software,  prerecorded  audio and/or
         video  records,  discs,  tapes and/or related  devices,  Tenant's Gross
         Sales  from such  items  shall be less than  fifteen  percent  (15%) of
         Tenant's  total Gross  Sales,  and Tenant  agrees that Tenant shall not
         rent such items.

                  Landlord  shall  give  its  reasonable  approval  if  Tenant's
         proposed   alternative  use  is  (i)  consistent  with  a  "first-class
         promotional  retail center",  and (ii) not a Restricted Use at the time
         of  request,  and (iii) not the  primary  use of another  tenant on the
         Property  at the time of request  where  "primary  use" shall mean that
         such other tenant  operates  fifty  percent  (50%) or more of its floor
         area for such use, or derives  fifty percent (50%) or more of its Gross
         Sales from such use.

                  Restricted   Uses  are  any   exclusive   or   restricted   or
         objectionable uses ("Restricted  Uses") Landlord has agreed to preclude
         or restrict  pursuant to written agreement with another tenant or owner
         in the Property as of the Effective Date hereof or at any time prior to
         Tenant's  addition  of said  use or  Tenant's  notice  to  Landlord  of
         Tenant's  proposed  alternative use, and as such uses may be amended or
         expanded from time to time; provided,  however, that Landlord shall not
         create a Restricted Use after the Effective  Date that is  inconsistent
         with Tenant's exclusive use described hereinbelow.

                  Exclusive:  So long as (i) Tenant's use of the Premises is for
         such purpose and (ii) Tenant is at such time open and  operating in the
         Premises,  Landlord  shall  not  authorize  the use of any space in the
         Shopping  Center,  other than the  Premises,  for the  operation of any
         Competing Business.

                  The foregoing  restriction  shall not be construed to prohibit
         any tenants  existing in the Shopping  Center as of the Effective  Date
         from  handling  and selling  any of the items  which  their  respective
         leases permit them to sell.  Landlord represents and warrants that none
         of the existing tenants have use clauses which  specifically  authorize
         the operation of a toy store although the following stores have general
         use clauses  not  restricted  by future  exclusives:  Burlington  Coat,
         McDonald's,  Michael's, Pic N Save, Sav-On, T. J. Maxx, Von's and Radio
         Shack.
<PAGE>
                  Competing  business shall,  for purposes  hereof,  mean: a toy
         store such as Play Co. Toys is operating as of the  Effective  Date, or
         such as is operated as of the  Effective  Date by stores like,  but not
         limited to Toys R Us and Kabee Toys.  "Toy store" for  purposes  hereof
         means a store  selling a wide  variety of toys and  toy-type  items but
         excludes  (1) any  business  which  specializes  in  selected  items or
         categories  of items sold in a toy store such as, but not  limited  to:
         bicycle   stores,    game   stores,    hobby   stores,   doll   stores,
         records/tapes/CD  stores, computer stores,  electronics stores (such as
         Radio Shack),  or consumer  electronics  stores (such as Circuit City),
         sports cards stores, crafts stores and teacher's supply stores; and (2)
         any store which  operates  1,500  square feet or less of its floor area
         for the sale of toys,  provided  that the sale of toys shall not be the
         primary business of said store.

                  (q)      Radius Restriction:
                                                   Three (3) miles.

                  (r)      Security Deposit:       None.
                           Prepaid Base Rent:      None.

                  (s)      Landlord's Broker:      Atwater Realty, Inc.

                  (t)      Tenant's Broker:        None.

                  (u)      Guarantors:             None.





<PAGE>
         2.  Premises.  In  consideration  of the rents,  terms,  provisions and
covenants of this Lease,  Landlord hereby leases unto Tenant,  and Tenant hereby
rents and accepts from Landlord, those certain premises containing approximately
the net  rentable  square feet set forth in Paragraph  1(d) above,  known as the
unit number set forth in Paragraph 1(e) above (the "Premises"). The Premises are
outlined on the site plan attached hereto as Exhibit A and  incorporated  herein
by reference.  The Premises are contained in that certain  shopping  center (the
"Shopping  Center")  located on the Property  (defined  below),  which  Shopping
Center contains approximately the net rentable square feet of space set forth in
Paragraph 1(g) above,  as of the Effective Date, as may change from time to time
in  Landlord's  discretion.  The land on which the Shopping  Center is situated,
together with all improvements located thereon  (collectively,  the "Property"),
is more  particularly  described on Exhibit B, attached hereto and  incorporated
herein by reference. The Premises do not include the use of the roof (except for
the repair or replacement of any heating or air conditioning  equipment  thereon
serving the  Premises  pursuant to Paragraph  10(a) below) or extend  beyond the
exterior faces of the walls which enclose the Premises.

         3.       Lease Term.

                  a. Initial Term.  Subject to and upon the terms and conditions
set forth below, the initial term of this Lease shall be for the number of Lease
Years (as  hereinafter  defined) for "Initial  Term" set forth in Paragraph 1(h)
above  (hereinafter  defined as "Initial Term"),  commencing on the Commencement
Date (as  hereinafter  defined)  and ending on last day of such  number of Lease
Years.

                  b.  Definitions.  For  purposes of this Lease,  the  following
terms shall have the following meanings:

                           (i) "Commencement Date" shall mean the earlier of (A)
         the Estimated  Commencement  Date (as defined in Paragraph 1[o]) or (B)
         the date that Tenant opens for business on the Premises.  Promptly upon
         determination  of the  Commencement  Date,  Landlord  and Tenant  shall
         execute a memorandum, setting forth

                  the  Commencement  Date and the expiration date of this Lease,
         in form and substance  substantially similar to that attached hereto as
         Exhibit C and incorporated by reference.

                           (ii)  "Lease  Year" shall mean each twelve (12) month
         period  commencing  on the first day of the  first  February  after the
         Commencement Date and each anniversary thereafter during the Lease Term
         (as  hereinafter  defined).  The first Lease Year shall commence on the
         Commencement Date and end on the last day of January of the first Lease
         Year  regardless  of whether the first Lease Year is longer than twelve
         (12) months.

     (iii)  "Lease  Term"  shall  mean the  Initial  Term of this  Lease and any
renewals or extensions thereof.

         Notwithstanding  anything to the contrary  contained in this Lease,  in
the event that  Tenant's  Gross Sales  during the  twenty-fifth  (25th)  through
thirty-sixty  (36th)  full  months of the Lease  Term do not equal or exceed One
Million Three Hundred Thousand Dollars ($1,300,000), Tenant shall have the right
to terminate this Lease by written notice to Landlord  given,  if at all, before
the last day of the  thirty-seventh  (37th) full month of the Lease  Term.  Such
notice shall  include a statement of Tenant's  Gross Sales during such  12-month
period.  Any such  termination  shall be effective at the end of the third Lease
Year. The foregoing right to terminate shall only apply to the original  Tenant,
and shall be null and void in the event of any  assignment  or  sublease  of the
Premises  during the first  three (3) years of the Lease  Term,  or in the event
Tenant does not continuously operate in the Premises as provided in Paragraph 7a
hereof.
<PAGE>
         In  the  event  Tenant  delivers  the  termination   notice   described
hereinabove,  Landlord  shall be  entitled  during the  period  from the date of
Landlord's  receipt of Tenant's  termination  notice  until the end of the third
Lease Year to audit  Tenant's  Gross Sales for the period from the  twenty-fifth
through  thirty-sixth  months of the Lease Term.  Such audit shall be limited to
the  determination  of Tenant's "Gross Sales" as defined in this Lease and shall
be  conducted  during  normal  business  hours at the  Premises.  If it shall be
determined  as a result of such  audit  that  Tenant's  Gross  Sales  during the
twenty-fifth through thirty-sixth months of the Lease Term were greater than One
Million Three Hundred Thousand  Dollars  ($1,300,000.00),  Tenant's  termination
notice and Tenant's right to terminate the Lease as provided  hereinabove  shall
be null and void,  and Tenant  shall pay to Landlord  all  reasonable  costs and
expenses which were incurred by Landlord in performing said audit.

         During no less than the first three (3) Lease Years,  Tenant shall keep
accurate  books and records of all  business  conducted  on the Premises and all
Gross Sales  generated  from the  Premises,  which  books and  records  shall be
maintained  in  accordance  with  generally   accepted   accounting   principles
consistently applied. Such books and records shall include,  without limitation,
all cash  register  tapes and other point of sale  records,  sales  slips,  bank
deposit  records and all other primary data, all federal,  state and local sales
and use tax returns of Tenant, and all other books,  records and materials which
would  normally be examined by an  independent  accountant in auditing  Tenant's
Gross Sales.

                  c. Option  Term(s).  Provided  Tenant is not in default of the
Lease at the time of exercise, Tenant shall have three (3) successive options to
extend the Lease Term for an additional period of five (5) years each (each such
five (5)-year period being hereinafter  referred to as an "Option Term") subject
to the following conditions:


     (i) Tenant shall  exercise such option by  delivering  to Landlord  written
notice of its intent to exercise  the option not  earlier  than four (4) months,
and not later than three (3) months,  prior to  commencement of the Option Term;
provided,  however,  that,  notwithstanding the foregoing  timeframes,  Tenant's
right to exercise the option shall not lapse unless Tenant has failed to deliver
said  written  notice to Landlord  within  thirty (30) days  following  Tenant's
receipt of written notice from Landlord of such possible lapse.

     (ii) If the option is  exercised  pursuant  hereto,  the Option  Term shall
commence upon the  expiration of the preceding  term,  whether it be the initial
term or an Option Term.

     (iii) Base Rental during the entire five (5)-year period of any Option Term
shall be the Base Rental in effect as of the  Commencement  Date (in the case of
the first Option Term) or as of the  commencement of the  immediately  preceding
Option  Term (in the case of the  second and of  subsequent  Option  Terms),  as
appropriate,  increased by the percentage  increase,  if any, in the Price Index
(as defined  hereinbelow)  from the Base Price Index  (which  shall be the Price
Index in effect for the month in which the Commencement  Date occurs in the case
of the first  Option  Term,  or the Price Index in effect for the month in which
the  commencement  of the previous  Option Term occurs in the case of the second
and of subsequent  Option Terms, as appropriate) to the Price Index in effect at
the beginning of the month immediately  preceding the commencement of the Option
Term, provided, however, that in no event shall the Base Rental be less than the
Base Rental in effect  immediately  prior to  commencement of the Option Term or
more than a twelve and one-half percent (12.5%) increase over the Base Rental in
effect  immediately  prior to  commencement  of the Option Term. The Price Index
shall be defined as the  Consumer  Price Index for all Urban  Consumers  (CPI-U)
issued by the Bureau of Labor  Statistics  of the United  States  Department  of
Labor for San  Diego,  California  (1982-84=100).  If at any time said  Consumer
Price Index is no longer  issued then the term "Price Index" shall mean an index
selected by Landlord that is reasonably comparable to said Consumer Price Index.
<PAGE>
     (iv) In the event Tenant  exercises  the Option,  Tenant agrees to take the
Premises in an "as is" condition  with no obligation on the part of the Landlord
to undertake any work with regard to the Premises.

     (v) The option granted herein shall be personal to the original Tenant, may
be exercised only by the original Tenant while it is occupying the Premises, and
may not be exercised by or assigned to any party (including, but not limited to,
any sublessee or lender)  without the express written consent of Landlord except
that such option shall be  available  to any assignee or sublessee  permitted by
Article 18 hereof,  or to any  assignee or  sublessee  specifically  approved by
Landlord pursuant to the provisions of said Article.

     (vi) All terms and  conditions  of the Lease shall remain in full force and
effect  during  the  Option,  and,  except for this  Paragraph  3c, or where the
context otherwise indicates, all references in the Lease to the Lease Term shall
mean the Lease Term as extended.

     4. Rental.

                  a. Base Rental.  Tenant shall pay to Landlord,  as base rental
(the "Base  Rental")  during the Lease Term,  the annual  Base  Rental  amounts,
payable in equal  monthly  installments,  which are set forth in Paragraph  1(i)
above;   provided,   however,  that  notwithstanding  the  foregoing,   Tenant's
obligation  to pay Base Rental  during the Initial Term shall be abated from the
Commencement Date until November 1, 1997, as provided in Paragraph 1(i) hereof.

                  b.       Percentage Rental.

                           (i)      Tenant shall pay no Percentage Rental.

                           (ii) The term  "Gross  Sales"  as used in this  Lease
         means  the  aggregate  dollar  amount  of all  business  done in, on or
         resulting from the Premises,  including,  but not limited to, the price
         of all  merchandise,  wares and goods sold and all charges for services
         performed  in, upon or resulting  from the Premises by Tenant or by any
         licensee, concessionaire or vendor, whether such sales are evidenced by
         cash,  check,  charge  account,  exchange or  otherwise,  regardless of
         whether  (A) such  sales  evidenced  by credit or  charge  account  are
         collected,  (B) such sales are for wholesale or retail,  (C) such sales
         are made to persons  present at the  Premises,  or by mail or telephone
         orders  or by  means  of any  mechanical  or other  vending  device  or
         otherwise  or (D)  such  merchandise  or  services  may  be  delivered,
         supplied or rendered  from  another  location.  No deduction or reserve
         shall  be  allowed  for  uncollected  or  uncollectible   accounts.  No
         franchise or capital  stock tax and no income or similar tax based upon
         income or  profits  shall be  deducted  from  Gross  Sales in any event
         whatsoever. Gross Sales shall, however, exclude the following:

                  (A) Returns or refunds,  or credits  received in settlement of
         claims for loss or damage to goods, wares or merchandise, provided that
         such sales of goods,  wares or merchandise were originally  included in
         Gross Sales and provided, further, that if such refunds are in the form
         of credits to customers,  such credits shall be included in Gross Sales
         when used;

                  (B) All sales taxes,  excise  taxes,  gross  receipt taxes and
         other  similar  taxes,  now  or  hereafter   imposed  by  any  and  all
         governmental  authorities,  but only if the amount thereof is expressly
         charged  to the  customer  at the time of sale and  thereafter  paid by
         Tenant to the taxing authority; and





<PAGE>
                  (C) Sales of all trade fixtures or store  operating  equipment
         after use thereof in the conduct of Tenant's  business in the  Premises
         and which are not part of Tenant's stock in trade.

                           (iii)  Tenant  shall   deliver  to  Landlord   within
         forty-five  (45)  days  after  the end of each  Lease  Year,  a written
         statement  of Gross  Sales  for the  preceding  Lease  Year or  portion
         thereof  ("Annual  Statement").  Further,  if, under "Use" in Paragraph
         1(p) hereof,  there is any  limitation on the percentage of Gross Sales
         which  may be  generated  from  any  particular  item  listed  in  said
         provision,  Tenant shall,  upon request of Landlord,  specifically show
         the percentage of Tenant's total Gross Sales which was derived from the
         sale of such item(s).

                           (iv)     [Intentionally Omitted]

                           (v) If Tenant  shall  fail to  prepare  and  deliver,
         within the time periods herein specified,  any statement of Gross Sales
         required  hereunder,  Landlord  may elect to treat  such  failure  as a
         default under the terms of this Lease.

                           (vi)     [Intentionally Omitted]

                           (vii)            [Intentionally Omitted]

                           (viii)           [Intentionally Omitted]

                  (c) Additional Rental.  Portions of the Shopping Center are or
will be owned or leased by "Major Tenants" (herewith defined as any entity which
owns or leases  greater  than 10,000  square feet in the Shopping  Center,  such
definition  being  subject to  expansion or  revocation  by  Landlord),  or "Pad
Tenants"  (herewith  defined  as  any  entity  which  owns  or  leases  all of a
freestanding  pad). The  contributions  of Major Tenants and Pad Tenants towards
the  Operating  Expenses  (as  hereinafter  defined),  shall be credited  toward
payment of the entirety of the Operating  Expenses of the  Property,  and Tenant
shall pay to Landlord,  as Additional Rental,  Tenant's  Proportionate Share (as
hereinafter  defined) of the balance of the  Operating  Expenses.  If this Lease
commences or  terminates  on a date other than  January 1, the annual  Operating
Expenses  shall be  prorated  by  multiplying  one-twelfth  (1/12) of the annual
Operating  Expenses  by the  number  of  full  or  partial  months  between  the
Commencement Date and December 31 of the year of commencement or between January
1 of the year of termination  and the  termination  date, as the case may be. As
used in this Lease,  "Proportionate  Share" shall mean the proportion  which the
number  of net  rentable  square  feet of the  Premises  bears to the  total net
rentable  square feet of the buildings in the Shopping Center which are occupied
and open for business as of the commencement of such calendar year, exclusive of
the net  rentable  square feet owned or leased by Major  Tenants or Pad Tenants;
provided, however, that:

         (W)  Tenant's  Proportionate  Share of  Operating  Expenses  shall  not
exceed:

                  $2.24 per  square  foot for the period  from the  Commencement
                  Date  through  12/31/97;  $3.84 per square foot for the period
                  1/1/98 through 12/31/98;  $1.60 per square foot for the period
                  1/1/99 through 5/31/99;

         (X) Tenant's Proportionate Share of Operating Expenses (excluding taxes
and insurance  described in clauses  4(c)(i)(A) and (B) hereof) shall not exceed
$1.62 per square foot for the period 6/1/99 through 12/31/99;

         (Y) Tenant's Proportionate Share of Operating Expenses (excluding taxes
and insurance  described in clauses  4(c)(i)(A) and (B) hereof) shall not exceed
$2.91 per square foot for calendar year 2000; and
<PAGE>
         (Z) Tenant's Proportionate Share of Operating Expenses (excluding taxes
and insurance described in clauses 4(c)(i)(A) and (B) hereof) shall not increase
in any  one  calendar  year  by  more  than  five  percent  (5%)  over  Tenant's
Proportionate Share of said expenses in the immediately preceding calendar year.

     (i) Operating Expenses.  "Operating  Expenses" shall include those expenses
paid by or on  behalf of  Landlord  in  respect  to the  management,  operation,
service and maintenance of the Property,  including the Premises,  in accordance
with generally  accepted  principles of shopping center management as applied to
the operation and maintenance of shopping centers similar to the type and nature
of the Property and in the general  market area as the  Property,  but excluding
all  expenses  of other  tenants  of the same kind as those for which  Tenant is
responsible under Paragraph 10(a).  Operating Expenses shall include, but not be
limited to, (A) Real Estate Taxes (as  hereinafter  defined);  (B) premium costs
for liability,  boiler, extended coverage, casualty and other insurance covering
the  Property to be  maintained  by Landlord  and  required by the terms of this
Lease;  (C)  electricity,  gas,  water and other utility  charges for the Common
Areas  (as  hereinafter  defined);  (D)  wages,  salaries  and  fees of  on-site
operating,  auditing,  accounting,   maintenance  and  management  personnel  in
connection  with  the  Property;  (E)  all  payroll  charges  for  such  on-site
personnel,   such  as  unemployment   and  social   security   taxes,   workers'
compensation,  health, accident and group insurance,  and other so-called fringe
benefits;  (F) rental  charges for office space  chargeable to the operation and
management  of the  Property;  (G) license  permits  and  inspection  fees;  (H)
supplies and materials used in the operation and management of the Property; (I)
furnishings and equipment not treated by Landlord as capital expenditures of the
Property;  (J)  depreciation  and the cost of any labor saving devices that may,
from time to time,  be placed in operation as a part of  Landlord's  maintenance
program;  (K)  personal  property  taxes  on  property  used  in the  operation,
maintenance, service and management of the Property; (L) the cost, as reasonably
amortized by Landlord,  with interest at the rate of ten percent (10%) per annum
on the unamortized  amount, of any capital  improvement made after completion of
initial  construction of the Shopping Center which reduces  Operating  Expenses,
but in an  amount  not to exceed  such  reduction  for the  relevant  year;  (M)
management fees relating to the Property;  (N) the cost, as reasonably amortized
by  Landlord,  with  interest at the rate of ten percent  (10%) per annum on the
unamortized amount, of any installation,  renovation or improvement  required by
reason of any law,  ordinance or regulation,  which requirement did not exist on
the date of the Lease and is generally  applicable to properties  similar to the
Property;  and (O) all other expenses necessary for the operation and management
of the Property.

                           (ii) Real Estate  Taxes.  "Real  Estate  Taxes" shall
         include all taxes,  including state  equalization  factor,  if any, and
         assessments,  special or otherwise, exclusive of penalties or discounts
         levied upon or with respect to the  Property,  including  the Premises,
         imposed  by any  federal,  state  or  local  governmental  agency,  and
         including any use, occupancy,  excise, sales or other like taxes (other
         than  general  income  taxes on rent or other  income from the Shopping
         Center  computed in the case of a graduated tax, as if Landlord's  rent
         and other income from the Shopping  Center was Landlord's  sole taxable
         income).
<PAGE>
                           Real Estate  Taxes also shall  include the expense of
         contesting  the  amount  or  validity  of any such  taxes,  charges  or
         assessments,  such expense to be  applicable  to the period of the item
         contested.  Real  Estate  Taxes  shall not,  however,  include  income,
         franchise,  capital stock,  estate or inheritance taxes unless Landlord
         reasonably determines that such taxes are in lieu of real estate taxes,
         assessments,  rental,  occupancy  and  other  like  excise  taxes.  For
         purposes of this Lease,  Real Estate Taxes for any calendar  year shall
         be those taxes the last timely  payment  date for which  occurs  within
         such calendar year. In case of special taxes or assessments  payable in
         installments, only the amount of the installment(s) the last timely

                  payment date for which occurs on or after the first day and on
         or before the last day of such  calendar year shall be included in Real
         Estate Taxes for that calendar year.

                           Landlord  shall retain the sole right to  participate
         in any  proceedings  to  establish or contest the amount of Real Estate
         Taxes. If a complaint against valuation,  protest of tax rates or other
         action  increases or  decreases  the Real Estate Taxes for any calendar
         year, resulting in an increase or decrease in rent hereunder,  the Real
         Estate Taxes  including the expenses  incurred in connection  with such
         contest  for  the  affected   calendar   year  shall  be   recalculated
         accordingly and the resulting rent shall be paid simultaneously with or
         applied as a credit against, as the case may be, the rent next becoming
         due.

                           (iii) Payment of Proportionate  Share. To provide for
         current  payments of  Operating  Expenses,  Tenant  shall pay  Tenant's
         Proportionate Share of the Operating Expenses, as estimated by Landlord
         from time to time, in twelve (12) monthly  installments,  commencing on
         the  Commencement  Date.  Landlord  and Tenant  intend to estimate  the
         amount of Operating  Expenses for a calendar year and then to reconcile
         such estimated expenses in the following year based on actual Operating
         Expenses  for  such  calendar  year  paid  by  Landlord.   If  Tenant's
         Proportionate  Share of the actual Operating  Expenses shall be greater
         than or less than the aggregate of all  installments so paid on account
         to Landlord  for such twelve  (12) month  period,  then within ten (10)
         days  of  Tenant's  receipt  of  Landlord's   statement  of  reconciled
         Operating  Expenses,  Tenant  shall pay to Landlord  the amount of such
         underpayment,  or Landlord  shall credit  Tenant for the amount of such
         overpayment  against the next maturing  installment(s)  of rent, as the
         case may be. The  obligation  of Tenant with  respect to the payment of
         Tenant's  Proportionate  Share of the Operating  Expenses shall survive
         the  termination  of this Lease.  Any payment,  refund,  or credit made
         pursuant to this Paragraph 4(c) shall be made without  prejudice to any
         right of Tenant to dispute the statement as hereinafter provided, or of
         Landlord to correct any  item(s) as billed  pursuant to the  provisions
         hereof.  Landlord's failure to give such statement shall not constitute
         a waiver  by  Landlord  of its  right to  recover  rent that is due and
         payable pursuant to this Paragraph 4(c).

                           (iv)  Dispute  of  Operating   Expenses.   If  Tenant
         questions in writing any such notice of reconciled  Operating  Expenses
         (or  revised  notice  thereof),  and if the  question  is not  amicably
         settled between  Landlord and Tenant within thirty (30) days after said
         notice of reconciled  Operating Expenses (or revised adjusted) has been
         given,  Tenant may, within the next ninety (90) days, upon no less than
         ten (10) days prior  written  notice to  Landlord,  appoint a certified
         public accountant (CPA) from a nationally recognized CPA firm, or other
         CPA  approved by  Landlord,  experienced  in auditing  Shopping  Center
         records, to audit books pertaining to the Operating Expenses, provided,
         however,  that before  conducting  any audit,  Tenant must pay the full
         amount of Operating  Expenses  billed and must not be in default of any
         other lease provision.  Such audit shall be conducted at the management
         office on the  Property,  shall be  performed  in such manner as to not
         unreasonably  disturb  Landlord's  business,  and shall be during usual
         business hours.  Said right to audit shall be restricted to one (1) per
         calendar  year,  shall  only  include   Operating   Expenses  from  the
         immediately  preceding calendar year, and shall be at the sole cost and
         expense of Tenant  (including all reasonable costs incurred by Landlord
         in  connection  with such  audit).  The  audit  shall be  conducted  in
         accordance with generally accepted auditing standards.  Upon receipt of
         the audit report, Tenant shall deliver to Landlord a copy of the report
         and all accompanying data. Tenant will keep confidential all agreements
         involving the rights  provided in this paragraph and the results of any
         audits conducted hereunder, unless otherwise specifically authorized or
         requested  by  Landlord.   In  the  event  that  Tenant,  after  having
         reasonable  opportunity to examine the Operating Expense records, shall
         disagree with Landlord's determination,  then Landlord and Tenant shall
         attempt to adjust such disagreement,





<PAGE>
         and if they are  unable to agree  within  thirty  (30)  days  following
         Landlord's  receipt  of the  audit,  Landlord  and  Tenant  shall  each
         designate an independent  certified public  accountant  within ten (10)
         days,  and the two  accountants  shall  within  the next ten (10)  days
         appoint  a  third   independent   certified   public   accountant  (the
         "Arbiter"),  whose  determination shall be binding upon the parties and
         the cost of such Arbiter shall be borne equally by Landlord and Tenant.
         If Tenant does not,  in  writing,  question  the  reconciled  Operating
         Expenses  within  thirty  (30) days after such notice has been given or
         audit  performed,  Tenant shall be deemed to have approved and accepted
         such reconciled Operating Expenses.

                           (v) Adjustments to Operating Expenses.  If a clerical
         error occurs or Landlord or Landlord's  accountants discover new facts,
         which error or discovery  causes  Operating  Expenses for any period to
         increase or decrease, upon notice by Landlord to Tenant of the adjusted
         additional  Operating  Expenses for such  calendar  year,  the adjusted
         additional  Operating  Expenses  shall  apply  and  any  deficiency  or
         overpayment of Tenant's  Proportionate Share of the Operating Expenses,
         as the case may be,  shall be paid by  Tenant  or taken as a credit  by
         Tenant  according to the  provisions  set forth above.  This  provision
         shall survive the termination of the Lease.

                  (d) Other  Charges.  All costs,  expenses  and other sums that
Tenant  assumes or agrees to pay to  Landlord  pursuant  to this  Lease  ("Other
Charges")  shall be  deemed  rental  and,  in the event of  nonpayment  thereof,
Landlord shall have all the rights and remedies  herein  provided for in case of
nonpayment of Base Rental. Should any rental period commence on a day other than
the first day of a calendar  month or, for any  reason,  end on a day other than
the  last day of a  calendar  month,  then  (except  as  otherwise  provided  in
Paragraph  4(b)(i) hereof with respect to determining  the Percentage Base for a
partial year), the rental for such fractional month shall be computed on a daily
basis in the event of a partial  month at the  beginning of the Lease Term,  for
the period from the  Commencement  Date to the end of such calendar month or, in
the event of a partial month at the end of the Lease Term, from the first day of
such partial month until the last day of such month during which the Lease is in
effect,  and at an amount equal to one three-hundred  sixtieth (1/360th) of said
annual  rental  for each  such  day.  If a  monthly  installment  of rent is not
received  on or  before  the tenth  (10th)  day of the month in which it is due,
other remedies for nonpayment of rent notwithstanding,  such past due rent shall
bear interest at the lesser of (i) a rate of interest equal to ten percent (10%)
per annum;  or (ii) the maximum rate allowed by law (the  "Default  Rate"),  for
each day  from  the  first  day of the  month  through  the  date  such  monthly
installment of rent is received by Landlord, and Tenant shall pay to Landlord, a
late charge of five percent (5%) of such  installment as rent for the purpose of
defraying  Landlord's  administrative  expenses incident to the handling of such
overdue payment, provided, however, that such late charge shall not apply to the
first  two  occurrences  in any  calendar  year  if  Tenant  pays  said  monthly
installment  within ten (10) days of receipt of Landlord's  written  notice that
such installment is overdue.  For purposes of this Lease, "rent" shall mean Base
Rental,  Additional  Rental,  the Marketing Charge (as hereinafter  defined) and
Other Charges.

                  (e) Time and Place of Payment.  Each  monthly  installment  of
rent shall be due and payable in advance, on or before the first day of each and
every month during the Lease Term, without notice, demand or set-off;  provided,
however,  that the first month's rent shall be due and payable upon execution of
this Lease.  Tenant shall pay all rent and other charges due under this Lease at
the address set forth in  Paragraph  1(b) or at such other place as Landlord may
designate from time to time hereafter by written notice to Tenant.
<PAGE>
         5.       Advertising.

                  (a) Marketing  Charge.  Tenant  agrees to pay to Landlord,  as
additional  rental,  a marketing  charge (the "Marketing  Charge") at the annual
rate set forth in Paragraph  1(n) above.  The Marketing  Charge shall be paid in
equal monthly  installments at such time and place as provided in Paragraph 4(e)
above.  Notwithstanding  anything in this Lease to the contrary, in the event at
any time  following  the  first  twelve  months  of the  Lease  Term  Tenant  is
dissatisfied  for any reason with the promotions and  advertising for which such
Marketing  Charge is used by  Landlord,  Tenant shall have the right in Tenant's
sole discretion,  upon delivery of written notice to Landlord,  to terminate its
obligation to pay any further Marketing Charge.

                  (b)      Increases in Marketing Charge.  [Deleted.]

                  (c) Promotion and  Advertising.  Landlord  shall  provide,  or
cause to be provided,  promotions and advertising for the Shopping  Center,  the
type, quantity,  character and duration of which shall be at the Landlord's sole
discretion  and the  purpose  of which  shall be to assist the  business  of the
tenants and occupants of the Shopping Center. The Marketing Charge shall be used
by  Landlord  for  such  promotions  and  advertising.  In  connection  with any
promotions  and  advertising  provided by Landlord,  or caused to be provided by
Landlord,  Tenant hereby grants to Landlord a license to use the Tenant's  trade
name,  together  with a  description  of the nature of Tenant's  business in the
Demised  Premises,  and Tenant shall cooperate with Landlord in the carrying out
of such  promotions and  advertising  and shall loan, for reasonable  periods of
time,  merchandise of Tenant to Landlord so as to permit Landlord to effect such
promotions and advertising.

                  (d)      Special Marketing Charge.  [Deleted.]

         6.       Construction.

     (a)  Improvements  to be  Constructed.  Except  as  expressly  set forth in
Exhibit  D,  Landlord  has made no promise  to alter,  remodel  or  improve  the
Premises,  the  Shopping  Center or the  Property.  Tenant,  at its own cost and
expense,  shall perform the work and make the installations in the Premises that
are  described as Tenant's  Work in Exhibit D attached  hereto and  incorporated
herein by  reference,  in  accordance  with the plans and  specifications  to be
approved by Landlord.  Tenant's  plans and  specifications  shall conform to the
architectural and accessibility regulations issued by the United States Attorney
General's office pursuant to Title III of the Americans with Disabilities Act of
1990 and comply with the Minimum  Guidelines  and  Requirements  for  Accessible
Design issued by the Architectural and Transportation Barriers Compliance Board.
Tenant  shall  commence  the  installation  of the  improvements  promptly  upon
Tenant's receipt of the Notice of Substantial Completion (defined in Paragraph 8
of Exhibit  D).  Tenant's  installation  shall be subject to the  provisions  of
Exhibit D and Paragraphs  7(b)-(c) below.  Subject to Paragraph 27, Tenant shall
complete the  fixturization of the Premises and use its best reasonable  efforts
to open for business,  fully stocked and staffed on or before the  redevelopment
opening date as such  redevelopment  opening date is designated by Landlord in a
written notice to Tenant, provided, however, that the redevelopment opening date
shall not be deemed to be earlier than the Estimated  Commencement  Date. Tenant
acknowledges that the financial success of the Shopping Center depends, in part,
on  Tenant's  opening  the  Premises  for  business  contemporaneously  with the
redevelopment opening date as designated by Landlord and, in any event, no later
than the Estimated  Commencement  Date, and that Landlord's damages arising from
Tenant's  failure to do so are  extremely  difficult and  impracticable  to fix.
Therefore,  should  Tenant  fail to open for  business  by August 1,  1997,  and
otherwise in compliance with this Paragraph 6(a),  Tenant shall pay to Landlord,
as additional  rental, a sum equal to Five Hundred Dollars ($500.00)  multiplied
by the  number  of days  after  said date  Tenant is in breach of the  foregoing
covenant to open which sum Tenant  agrees is fair  compensation  to Landlord for
said damages,  provided,  however,  that  notwithstanding the foregoing,  Tenant
shall not be required to pay said $500.00  charge  before  August 1, 1997,  that
such date shall be subject to the  provisions  of Paragraph 27 hereof,  and that
for purposes hereof, Paragraph 27 shall be be understood to include governmental
delay.
<PAGE>
                  (b)  Condition of Premises.  Except as otherwise  agreed to in
writing, Tenant's taking possession of the Premises shall be conclusive evidence
against Tenant that the Premises were in good order and  satisfactory  condition
when Tenant took possession.  Landlord has made no representation respecting the
condition of the Premises,  the Shopping  Center or the  Property,  except as is
expressly set forth in Exhibit D. At the  termination of this Lease, by lapse of
time or otherwise, Tenant shall remove all Tenant's property, including, but not
limited to, trade  fixtures,  from the  Premises,  and shall return the Premises
broom-clean and in as good a condition as when Tenant took possession or as same
may thereafter have been put by Landlord, except for ordinary wear, loss by fire
or other  casualty,  and  repairs  that  Landlord is required to make under this
Lease. If Tenant fails to remove any or all of its property upon  termination of
this Lease,  such property  shall be deemed to be abandoned and shall become the
property of Landlord.

         7. Use of the Premises.

                  (a) Use. Upon the commencement of the Lease Term, Tenant shall
open for business on the Premises and shall  thereafter  continuously,  actively
and diligently operate its business on the Premises for a period of no less than
three (3) Lease Years. During all periods of Tenant's operation in the Premises,
Tenant shall  operate in a high grade and  reputable  manner in the whole of the
Premises,  maintaining  in the Premises a full staff of employees and a full and
complete stock of merchandise during business hours. Notwithstanding anything to
the contrary in this Lease, provided that Tenant continues to fulfill all of its
other obligations hereunder, including without limitation, its obligation to pay
Base Rental and  Additional  Rental for the remainder of the Lease Term,  Tenant
may, by written  notice to Landlord  ("Cessation  Notice")  elect to discontinue
operations in the Premises  commencing  on a date  specified in such notice (the
"Cessation Date") provided, however, that the Cessation Date shall be no earlier
than the later to occur of (i) ninety (90) days after Landlord's receipt of such
notice  and (ii)  the  last  day of the  third  Lease  Year.  At any time  after
Landlord's receipt of the Cessation Notice,  whether or not Tenant has re-opened
for business in the Premises,  Landlord may terminate this Lease by no less than
30 days'  prior  written  notice to  Tenant  ("Termination  Notice");  provided,
however,  that the Lease shall not  terminate  prior to expiration of the period
specified in Tenant's Cessation Notice, and provided, further that if Tenant has
delivered  said Cessation  Notice,  but continues to operate its business in the
Premises without  interruption for at least ninety (90) days after the Cessation
Date, and Landlord shall not have delivered its  Termination  Notice within said
ninety (90) day period,  Landlord's  right to terminate the Lease in response to
the Cessation  Notice shall terminate  without  prejudice to Landlord's right to
deliver  another  Termination  Notice (and  terminate the Lease  pursuant to the
provisions  hereof) if Tenant serves  another  Cessation  Notice.  Upon any such
termination, neither Tenant nor Landlord shall have any further liability to the
other hereunder,  except for obligations which accrued prior to the date of such
termination.

                  During such  periods as Tenant is operating in the Premises as
provided  hereinabove,  Tenant  shall use the  Premises  for the  conduct of the
business set forth in Paragraph 1(p) above and for no other purpose  whatsoever.
During the first three (3) Lease Years, Tenant shall do business under either of
the trade  names set forth in the  first  paragraph  of this  Lease and under no
other trade name unless  specifically  agreed to in writing by Landlord.  Tenant
shall use and occupy the  Premises so that no other  occupant  of any  adjoining
premises will be unreasonably disturbed and shall create no nuisance in, upon or
about  the  Premises.  Tenant  will not make or permit to be made any use of the
Premises or any part  thereof,  and will not bring into or keep  anything in the
Premises  or  any  part  thereof,  that  (i)  violates  any  of  the  covenants,
agreements,  terms,  provisions and  conditions of this Lease;  (ii) directly or
indirectly  is  forbidden  by  public  law,   ordinance  or  regulation  of  any
governmental  or  public  authority  (including  zoning  ordinances)  or by  any
restrictive  covenants to which the  Property is subject;  (iii) is dangerous to
life, limb or property;  (iv) increases the risk to Landlord or any other tenant
or invalidates or increases the premium cost of any policy of insurance  carried
on the Shopping Center or covering its operation; or (v) in the sole judgment of
Landlord,  in any way impairs or tends to impair the  character,  reputation  or
appearance  of the  Property as a  first-class  shopping  center,  or impairs or
interferes with any of the services performed by Landlord for the Property.
<PAGE>
                  (b) Noise;  Odors.  Tenant shall not use, keep or permit to be
used or kept any foul or noxious gas or  substance  in the  Premises;  permit or
suffer  the  Premises  to  be  occupied  or  used  in  a  manner   offensive  or
objectionable to Landlord or other occupants of the Shopping Center by reason of
noise, odors and/or vibrations; interfere in any way with other tenants or those
having  business  therein;  or  bring  in or keep  any  animals  or birds in the
Premises. Tenant shall not use the Premises for housing accommodations,  lodging
or sleeping purposes,  or do any cooking therein,  or use any illumination other
than electric light.

                  (c) Care. Subject to the provisions of Paragraph 10(b), Tenant
shall take good care of the Premises,  the fixtures and  appurtenances  thereto,
and all alterations, additions and improvements thereto.

                  (d) Minimum Operating Hours.  During the first three (3) Lease
Years, Tenant will keep the Premises  continuously and uninterruptedly  open for
business at least from 10:00 A.M. to 6:00 P.M.  Monday through  Saturday  (legal
holidays only excepted),  and keep same,  including  display or show windows and
canopies  thereof,  fully  illuminated from dusk to approximately  11:00 P.M. of
each business day, unless prevented from doing so by strikes,  fire, casualty or
other causes beyond Tenant's control.

                  (e)  Merchandise  and  Staff.  Tenant  will  carry  sufficient
merchandise in the Premises at all times during the first three (3) Lease Years,
and shall at all times  warehouse,  store and/or stock only such  quantities  of
goods,  wares and  merchandise as are reasonably  required by Tenant for sale at
retail at, in, on or from the Premises.  During the first three (3) Lease Years,
Tenant will fully and adequately  staff the Premises with  sufficient  employees
for the purpose of selling its merchandise or providing its services, and at all
times during the Lease Term will use for office,  clerical or other  non-selling
purposes only such space in the Premises as is reasonably  required for Tenant's
business therein,  not including any other business of Tenant in locations other
than the  Premises.  Tenant will not conduct any auction,  fire,  bankruptcy  or
going out of business  sale in the Premises  without  Landlord's  prior  written
consent,  or otherwise in conflict  with  documents  recorded  prior to the date
hereof.  Landlord  shall execute an Access and Rental  Payment  Agreement in the
form attached  hereto as Exhibit H, and hereby  consents to the sale of personal
property from the Premises as described therein.

                  (f) Radius Restriction.  Tenant agrees that Tenant,  including
any corporation (but not any shareholder,  director or other individual) that is
an Affiliate (as defined in Paragraph  18(a)),  shall not, within the radius set
forth in Paragraph  1(q) above of the perimeter of the Shopping  Center,  either
directly or indirectly,  own,  operate or be financially  interested in, with or
without  others,  a business  like or similar to the  business  permitted  to be
conducted  pursuant to this Lease,  nor shall Tenant  permit any like or similar
business  within said radius to be operated under a name which shall be the same
or  similar  to the name  under  which  Tenant's  business  in the  Premises  is
conducted.  The  provisions of this Paragraph  shall survive the  termination of
this Lease or the re-entry into the Premises by Landlord resulting from a breach
of this Lease by Tenant; provided,  however, that the Tenant's obligations under
this  Paragraph  shall  terminate on the later to occur of the date Tenant shall
vacate the Premises or the expiration of the Lease Term.

         8.       Alterations.

                  (a)  Prohibition.  Tenant  shall  not  make  any  alterations,
additions  or  improvements  (collectively,  the  "Alterations")  in or  to  the
Premises,  or in or to the Shopping  Center  without the express  prior  written
consent of Landlord; provided, however, Landlord's consent shall not be required
for interior  nonstructural  Alterations so long as Tenant notifies  Landlord in
writing at least fifteen (15) days prior to commencement  of said  nonstructural
Alterations,  and provided that Tenant shall comply with all other provisions of
this  Article  8 with  respect  thereto.  Landlord  consents  to  Tenant's  Work
described  in Exhibit  D.  Before  commencing  any work in  connection  with the
Alterations,  Tenant shall  furnish to Landlord for its approval the  following:
(i) detailed plans and specifications therefor, (ii) names and addresses of each
of  the  contractors  and   subcontractors,   (iii)  copies  of  all  contracts,
subcontracts  and necessary  permits,  (iv) a payment and  performance  bond, or
other indemnification,  in form and amount satisfactory to Landlord,  protecting
Landlord against any and all claims,  costs,  damages,  liabilities and expenses
that  may  arise  in  connection  with  the  Alterations,  (v)  certificates  of
insurance, in form and amount satisfactory to Landlord, from all contractors and
subcontractors  who will perform labor or furnish  materials,  insuring Landlord
against  any  and  all  liability  for  personal  injury,   including   workers'
compensation  claims and for property  damage that may arise out of or be in any
manner connected with the  Alterations.  Notwithstanding  the foregoing,  in the
event  Tenant is only making  nonstructural  Alterations  to the interior of the
Premises,  Tenant  shall only be  required  to furnish  the items  described  in
clauses (iii) and (v) above.
<PAGE>
                  (b) Indemnification. In addition to the indemnity set forth in
Paragraph 14(a) below,  Tenant hereby  specifically agrees to indemnify and hold
harmless  Landlord from and against any and all liabilities,  costs and expenses
of every kind and description,  including attorneys' fees, that may arise out of
or in any manner be connected with any Alterations made by Tenant.  Tenant shall
pay the cost of all such  Alterations  and all costs  associated with decorating
the  Premises  that  may be  occasioned  thereby.  Upon  completion  of any such
Alterations, Tenant shall furnish Landlord with (i) receipted bills covering all
labor and materials  used,  together with copies of all mechanics' lien releases
or  other  releases  on  account  of  such  Alterations,  which  are  notarized,
unconditional  and in recordable form, plus a copy of Tenant's  recorded,  valid
"Notice of  Completion;"  (ii) a true and  correct  copy of the  certificate  of
occupancy,  if one is issued;  and (iii) a certificate of Tenant's  architect or
engineer  stating that such  Alterations  were made in accordance with the plans
and specifications and in compliance with the Americans with Disabilities Act of
1990.  Notice is hereby given that Landlord shall not be liable for any labor or
materials  furnished  or to be  furnished  to Tenant  upon  credit,  and that no
mechanic's  or other lien for such labor or material  shall  attach to or affect
the reversion or other estate or interest of Landlord in and to the Premises.

                  (c) Compliance and Supervision of Alterations. All Alterations
made by Tenant  hereunder shall be installed in a good and  workmanlike  manner,
using only  materials  of the same or higher  quality as those  installed in the
Shopping  Center.   All  Alterations  shall  comply  with  all  requirements  of
Landlord's  insurance  carriers  and  with  all  laws,  rules,   ordinances  and
regulations of any lawful authority, including, but not limited to, the
Americans  with  Disabilities  Act of 1990.  Tenant  shall  permit  Landlord  to
supervise  construction  operations in connection with any such Alterations,  if
Landlord  requests the right to do so (but Landlord  shall have no obligation to
make such requests,  or having done so, to supervise  construction).  Landlord's
supervision of construction shall be done solely for the benefit of Landlord and
shall not alter Tenant's liability and responsibility under this Paragraph 8.

                  (d) Landlord's Property. All Alterations, whether temporary or
permanent,  including hardware, non-trade fixtures and wall and floor coverings,
whether  placed in or upon the  Premises  by Landlord  or Tenant,  shall  become
Landlord's  property and shall remain with the  Premises at the  termination  of
this  Lease,  whether  by  lapse  of time or  otherwise,  without  compensation,
allowance or credit to Tenant; provided, however, notwithstanding the foregoing,
Landlord may request that any or all of said Alterations in or upon the Premises
made by Tenant be removed by Tenant at the termination of this Lease except that
Tenant  shall not be  required  to remove  structural  or  exterior  Alterations
Landlord has approved  pursuant to Paragraph 8(a)  hereinabove  unless  Landlord
required  such removal when  Landlord  approved  said  Alterations.  If Landlord
requests  such  removal or if Tenant  removes its trade  fixtures,  Tenant shall
remove the same  prior to the end of the Lease Term and shall  repair all damage
to the  Premises,  the Shopping  Center or the Property  caused by such removal.
Tenant shall not,  however,  be required to remove pipes and wires  concealed in
floors, walls or ceilings, provided that Tenant properly cuts and caps the same,
and seals them off in a safe, lawful and workmanlike  manner, in accordance with
Landlord's reasonable  requirements and all applicable building codes. If Tenant
does not remove any  Alterations  when requested by Landlord to do so,  Landlord
may remove the same and repair all damage caused  thereby,  and Tenant shall pay
to Landlord the cost of such removal and repair immediately upon demand therefor
by Landlord, plus fifteen percent (15%) of the cost of such removal to reimburse
Landlord  for its  administrative  expense.  Tenant's  obligation  to observe or
perform this covenant shall survive the expiration or termination of this Lease.

         9.       Mechanics' Liens.

                  (a) Prohibition. If, because of any act or omission of Tenant,
any  mechanic's  lien or other  lien,  charge or order for the  payment of money
shall be filed against any portion of the Premises,  Tenant, at its own cost and
expense,  shall cause the same to be discharged of record or bonded  against via
statutory  procedures within sixty (60) days of the filing thereof unless Tenant
shall  contest  the  validity  of such  lien by  appropriate  legal  proceedings
diligently  conducted in good faith and without expense to Landlord;  and Tenant
shall  indemnify  and  save  harmless  Landlord  against  and  from  all  costs,
liabilities, suits, penalties, claims and demands, including attorneys' fees, on
account thereof.
<PAGE>
                  (b)  Landlord's  Right to  Discharge.  If Tenant shall fail to
cause  such  liens to be  discharged  of  record or bonded  against  within  the
aforesaid  sixty  (60) day period or shall  fail to  satisfy  such liens  within
thirty (30) days after any judgment in favor of such  lien-holders from which no
further  appeal might be taken,  then Landlord shall have the right to cause the
same to be  discharged.  All amounts  paid by Landlord to cause such liens to be
discharged,  plus interest on such amounts at the Default Rate shall  constitute
Other Charges payable by Tenant to Landlord.

         10.      Maintenance and Repair.

                  (a)  Tenant's  Maintenance.  Tenant,  at  its  sole  cost  and
expense, shall maintain,  repair, and replace during the Lease Term the Premises
and every part thereof and any and all appurtenances thereto,  including but not
limited to, the doors (including  frames and all hardware),  windows  (including
plate  glass and  interior  casements  and  frames)  and  interior  walls of the
Premises;  light fixtures;  kitchen fixtures;  private bathroom fixtures and any
other type of special  equipment,  together  with all meters,  pipes,  conduits,
equipment,  components, and facilities (whether or not within the Premises) that
supply the  Premises  exclusively  with  utilities  (except  as the  appropriate
utility company has assumed these duties), specifically including the repair and
replacement  of  the  heating,  ventilation  and  air  conditioning  system  but
excluding the maintenance  thereof;  and rugs,  carpeting,  wall coverings,  and
drapes within the Premises, whether installed by Tenant or by Landlord on behalf
of Tenant,  and whether or not such items will become  Landlord's  property upon
expiration or termination of this Lease.  Notwithstanding the provisions hereof,
in the event  that  repairs  required  to be made by Tenant  become  immediately
necessary to avoid  possible  injury or damage to persons or property,  Landlord
may,  but shall not be  obligated  to,  make  repairs to such items at  Tenant's
expense,  which shall  constitute  Other Charges  payable by Tenant to Landlord.
Within ten (10) days after Landlord renders a bill for the cost of said repairs,
Tenant shall reimburse Landlord.

                  (b) Landlord's Maintenance.  Subject to Paragraph 10(a) above,
Landlord shall maintain,  repair and replace the Shopping Center  (including the
roof  and  structural  members,  the  Common  Areas  (as  hereinafter  defined),
mechanical and electrical  equipment that supply the Premises or the Common Area
on a non-exclusive  basis, the exterior and architectural  finish, and all items
except those excepted elsewhere in this Lease) of which the Premises are a part,
and the lawn,  shrubs and other  landscaping  on the  Property,  all in good and
tenantable condition during the Lease Term; in addition, Landlord shall maintain
(but shall not be required to repair or replace) the heating,  ventilating,  and
air conditioning equipment.  Landlord shall, in addition, supply reasonable snow
removal for the walkways and parking areas of the Property.  Tenant shall notify
Landlord immediately when any repair to be made by Landlord is necessary. If any
portion of the Shopping  Center or the Premises is damaged  through the fault or
negligence of Tenant, its agents, employees,  invitees or customers, then Tenant
shall  promptly and properly  repair the same at no cost to Landlord;  provided,
however,  that Landlord may, at its option,  make such repairs and Tenant shall,
on demand, pay the cost thereof, as Other Charges. Tenant shall immediately give
Landlord  written  notice of any defect or need for repairs,  after which notice
Landlord shall have  reasonable  opportunity to repair same or cure such defect.
For the purposes of making any repairs or performing any  maintenance,  Landlord
may  temporarily  block,  close  or  change  any  entrances,  doors,  corridors,
elevators,  or other  facilities in the Shopping Center or in the Premises,  and
may  close,  block  or  change  sidewalks,  driveways  or  parking  areas of the
Property,  provided,  however, that during any period of time that access to the
Premises is blocked or closed,
<PAGE>
Landlord  shall  provide  reasonable  alternative  access to the Premises at all
times.  Landlord shall not be liable to Tenant,  except as expressly provided in
this Lease, for any damage or inconvenience  and Tenant shall not be entitled to
any abatement of rent by reason of any repairs, alterations or additions made by
Landlord under this Lease.

                  (c)  Inspection.  Tenant  shall permit  Landlord,  its agents,
employees  and  contractors,  at any  time in the  event  of an  emergency,  and
otherwise  at  reasonable  times,  to  take  any  and  all  measures,  including
inspections, repairs, alterations, additions and improvements to the Premises or
to the Shopping Center,  as may be necessary or desirable to safeguard,  protect
or preserve  the  Premises,  the Shopping  Center or  Landlord's  interests;  to
operate or improve the Shopping  Center;  to comply on behalf of Tenant with all
laws,  orders and  requirements  of  governmental  or other authority (if Tenant
fails to do so); to examine the Premises to verify Tenant's  compliance with all
of the  terms,  covenants,  obligations  and  conditions  of this  Lease;  or to
exercise any rights with respect to the Premises  that  Landlord may exercise in
the event of default by Tenant.

         11.      Common Areas.

                  (a) Grant.  During the Lease Term,  Landlord grants to Tenant,
its employees,  customers and invitees, a nonexclusive license to use, in common
with all others to whom Landlord has granted or may hereafter grant a license to
use,  the  common  areas of the  Property,  including  but not  limited  to, the
sidewalks,  exits,  entrances,  restrooms,  parking areas below),  driveways and
landscaped areas (collectively,  the "Common Areas") subject to reasonable rules
and  regulations  respecting  the Common Areas as Landlord may from time to time
promulgate.  The Common Areas shall not be  obstructed by Tenant or used for any
purpose  other  than for  ingress  to and egress  from the  Premises,  except as
provided  in 11(d)  hereinbelow.  The  Common  Areas  are not for the use of the
general  public and Landlord  shall in all cases retain the right to control and
prevent  access  thereto by all  persons  whose  presence,  in the  judgment  of
Landlord,  shall  be  prejudicial  to  the  safety,  character,  reputation  and
interests of the Shopping  Center and its tenants,  provided that nothing herein
contained  shall be construed to prevent such access to persons with whom Tenant
normally deals in the ordinary  course of Tenant's  business unless such persons
are engaged in illegal activities.

                  (b) Employee  Parking  Areas.  Tenant and its employees  shall
park their  cars only in such areas  designated  for that  purpose by  Landlord,
provided,  however, that such employee parking area shall be within the southern
half of the  Shopping  Center  unless  otherwise  approved in advance by Tenant.
Tenant shall  furnish  Landlord  with  automobile  license  numbers  assigned to
Tenant's car(s) and cars used by its employees within five (5) days after taking
possession of the Premises and shall  thereafter  notify Landlord of any changes
in such information  within five (5) days after such changes occur. If Tenant or
its employees  shall fail to park their cars in such  designated  parking areas,
Landlord  shall have the right to charge  Tenant,  as Other  Charges  under this
Lease,  the sum of Ten Dollars  ($10.00)  per day per car parked in violation of
the  provisions  of this  Paragraph  11.  Tenant shall  notify its  employees in
writing of the provisions of this Paragraph 11.

                  (c) Right to Change Common Areas.  Landlord may do and perform
such acts in and to the Common Areas as, Landlord, in its sole discretion, shall
determine  to  be  advisable.   Landlord  hereby  reserves  the  right  to  make
alterations, additions, deletions or changes to the Common Areas, including, but
not limited to, changes in its size and configuration.

                  (d) Food  Zone.  Landlord  intends to provide a portion of the
Common Area for tables and chairs primarily but not exclusively for customers of
restaurant-type  tenants  in the  Shopping  Center  to eat and  drink  food  and
beverages  purchased at the Shopping  Center ("Food Zone").  The use of the Food
Zone may, at the election of each such restaurant-type  tenant and as their sole
liability,  include the consumption of alcoholic beverages, subject to the rules
and regulations imposed by governing  authorities  (including but not limited to
the Alcohol  Beverage Control Board).  As between Landlord and Tenant,  Landlord
shall at all times have the right and  privilege of  determining  the nature and
extent  of the Food Zone and of any and all  fixtures,  property  and  equipment
furnished  to or  installed  therein  and making such  changes,  rearrangements,
additions or reductions (including elimination thereof) therein and thereto from
time to time, which, in its reasonable  opinion,  are deemed to be desirable and
for the best interest of a significant  number of persons using the Food Zone or
the Shopping Center or which are made as a result of any federal, state or local
environmental  or other law,  rule,  regulation,  guideline,  judgment or order.
Notwithstanding the foregoing, so long as alcohol is allowed to be served in the
Food Zone, the  boundaries  thereof shall be clearly  marked,  and initially the
Food Zone will be clearly marked on site in the area approximately cross-hatched
on Exhibit A hereto.  Tenant acknowledges that Landlord may at any time elect to
discontinue the operation of the Food Zone and that Tenant is not entitled to an
interest in the Food Zone area.
<PAGE>
         From time to time  during the term of this Lease,  Landlord  shall have
the right to promulgate (or revise) reasonable rules and regulations relating to
the operation and maintenance of the Food Zone as Landlord deems appropriate and
in the best  interests  of Landlord  and tenants of the  Shopping  Center.  Such
reasonable rules and regulations  shall be binding upon delivery to Tenant. As a
part of such rules and  regulations,  Landlord shall have the right to establish
hours of operations of the Food Zone.

         12.      Utilities.

                  (a) Payment.  Tenant shall promptly pay for utilities rendered
or furnished to the Premises from the date Landlord  delivers  possession of the
Premises to Tenant and continuing  throughout the term of this Lease,  including
water and sewage charges (if separately metered), electricity, telephone and gas
("Utility  Expenses").  Landlord  shall  not be  liable  for  any  permanent  or
temporary interruption of utility services nor shall any of Tenant's obligations
under this Lease be affected by any such interruption of utility services.

                  (b) Indemnification.  Tenant shall indemnify and hold Landlord
harmless  from and against  any and all costs,  liabilities,  suits,  penalties,
claims  and  demands,  including  attorneys'  fees,  as a result of a lien being
imposed upon the  Premises by virtue of Tenant's  failure to pay all or any part
of Utility Expenses.

                  (c)  Energy  Curtailment.  Landlord  and  Tenant  specifically
acknowledge that energy shortages in the region in which the Property is located
may from time to time necessitate reduced or curtailed energy consumption on the
Property.  Tenant  shall  comply with all such rules and  regulations  as may be
promulgated  from time to time by any  governmental  authority  with  respect to
energy  consumption,  and  during  such  period  of time  as  such  governmental
authority  may so require,  Tenant  shall  reduce or curtail  operations  in the
Premises  as shall be  directed  by  Landlord  or such  governmental  authority.
Compliance with such rules and regulations  and/or such reduction or curtailment
of  operation  shall not  constitute  a breach of  Landlord's  covenant of quiet
enjoyment or otherwise  invalidate or affect this Lease, and Tenant shall not be
entitled to any  diminution  or abatement  in Base Rental  during the periods of
reduction or curtailment of operations.

         13.  Estoppel  Certificates.  Within  twenty  (20) days  after  written
request by Landlord,  Tenant shall execute,  acknowledge and deliver to Landlord
or to Landlord's mortgagee,  prospective  mortgagee,  land lessor or prospective
purchaser of the Property or any part thereof, an estoppel certificate,  in form
and  substance   substantially  similar  to  that  attached  as  Exhibit  E  and
incorporated  herein by reference.  Tenant shall make such modifications to such
estoppel  certificate  as may be  necessary  to make such  certificate  true and
accurate,  it being intended that any such statement  delivered pursuant to this
Paragraph 13 may be relied upon by any such  mortgagee,  prospective  mortgagee,
prospective  purchaser,  or land  lessor of the  Property.  If  Tenant  fails to
provide  such  estoppel  certificate  with  twenty  (20) days  after  Landlord's
request,  Tenant  shall be  deemed to have  approved  the  contents  of any such
certificate submitted to Tenant by Landlord and Landlord is hereby authorized to
so certify.

         14. Mutual  Indemnification.  Subject to Paragraph 16 hereof,  Landlord
shall Indemnify Tenant from and against all claims,  losses, costs, damages, and
expenses, including attorneys' fees and costs of suit ("Losses and Liabilities")
arising  from injury to any person or  property,  or loss of life arising out of
Landlord's  use,  operation or  maintenance of the Common Area, and Tenant shall
Indemnify  Landlord from and against Losses and Liabilities  arising from injury
to any  person  or  property,  or loss of life,  arising  out of  Tenant's  use,
operation or maintenance  of the Premises.  The parties'  indemnity  obligations
hereunder shall survive the expiration or earlier termination of this Lease.
<PAGE>
         Indemnify means that a party (Indemnitor) shall indemnify,  protect and
defend the other party (Indemnitee) from and against all Losses and Liabilities,
resulting  from the death,  bodily  injury or  personal  injury of any person or
physical  damage to, or (in case of a  mechanic's  lien)  economic  loss of, any
property arising out of the specified duties or conduct of the Indemnitor or its
agents and employees. An Indemnitee includes a party and its representatives. No
party shall be obligated to indemnify a proposed Indemnitee where the Losses and
Liabilities  (a) are  caused,  in  whole or in part,  by the  Indemnitee's  act,
omission or negligence,  or (b) has been released and waived in accordance  with
Paragraph 16.

         15.      Insurance.

                  (a) Tenant's Insurance.  Tenant, at its sole cost and expense,
shall  carry  from the  earlier of the date  Tenant  enters  the  Premises  with
Landlord's  consent or the  Commencement  Date and continuing  during the entire
Lease Term, the following types of insurance:

                           (i)  Commercial  general  liability  insurance  on an
         occurrence  basis  against  injuries to persons  occurring  in, upon or
         about the  Premises,  with  minimum  coverage  of Two  Million  Dollars
         ($2,000,000.00) per occurrence, and One Million Dollars ($1,000,000.00)
         for property damage;

                           (ii) Fire, extended coverage, vandalism and malicious
         mischief,  and sprinkler damage and all-risk  insurance coverage on all
         personal  property,  trade fixtures,  floor coverings,  wall coverings,
         furnishings,  furniture, and contents for their full insurable value on
         a replacement cost basis;

                           (iii) Business interruption  insurance,  against loss
         or damage resulting from the same risks as are covered by the insurance
         mentioned in Paragraph (i) above in an amount equal to the aggregate of
         one (1) year's  requirement of (A) Base Rental, (B) the amounts payable
         by Tenant for Additional  Rental as provided in Paragraph 4(c), and (C)
         insurance premiums necessary to comply with this Paragraph 15; and

                           (iv) Workers'  Compensation or similar insurance,  if
and to the extent required by law and in form and amounts required by law.

                  (b)  Landlord  as  Additional  Insured.   All  such  insurance
required to be  maintained  by Tenant  shall name  Landlord,  and at  Landlord's
request,  Landlord's  property  manager,  as an additional  insured and shall be
written with a company or companies reasonably satisfactory to Landlord,  having
a policyholder  rating of at least "A" and be assigned a financial size category
of at least  "Class  XIV" as rated in the 1996  edition  of  "Best's  Key Rating
Guide" for  insurance  companies,  and  authorized  to engage in the business of
insurance in the state in which the Premises are located.  Tenant shall  deliver
to  Landlord  copies  of such  policies  and  customary  insurance  certificates
evidencing such paid-up insurance. Such insurance shall further provide that the
same may not be  canceled,  terminated  or  modified  unless the  insurer  gives
Landlord and  Landlord's  mortgagee(s)  at least sixty (60) days' prior  written
notice thereof.

<PAGE>
                  (c) Landlord's Insurance. Landlord shall maintain in force, at
all times  during the Lease Term,  a policy or  policies  of all risk  insurance
covering the Shopping  Center,  exclusive of any items insured by Tenant,  in an
amount equal to one hundred percent (100%) of its replacement cost (exclusive of
the cost of  excavations,  foundations  and footings).  Further,  Landlord shall
maintain in force,  at all times  during the Lease Term,  a  commercial  general
liability  insurance  policy or  policies  for  liability  for bodily  injury to
persons  and damage to  property  occurring  in or about the Common  Area.  Said
insurance  policy or  policies  shall be in an amount  not less than a  combined
single limit liability of Two Million Dollars ($2,000,000) per occurrence.

                  (d) Increase in Premiums.  If  insurance  premiums  payable by
Landlord or any other tenant are increased as a result of any breach of Tenant's
obligations under this Lease or as a result of Tenant's use and occupancy of the
Premises,  Tenant  shall pay to Landlord an amount equal to any increase in such
insurance premiums.

         16. Waiver of Subrogation.  Neither Landlord nor Tenant shall be liable
to the other for any business  interruption or any loss or damage to property or
in any manner  growing out of or connected  with Tenant's use and  occupation of
the Premises,  the Shopping Center or the Property or the condition thereof,  or
of the  adjoining  property,  whether or not caused by the  negligence  or other
fault  of  Landlord  or  Tenant  or  of  their  respective  agents,   employees,
subtenants,  licensees or assignees;  provided, however, that this release shall
apply only to the extent that such  business  interruption  or loss or damage is
covered by  insurance,  regardless  of whether  such  insurance is payable to or
protects  Landlord  or Tenant or both.  Nothing  in this  Paragraph  16 shall be
construed  to impose any other or greater  liability  upon  either  Landlord  or
Tenant than would have existed in the absence hereof.  Because this Paragraph 16
will preclude the assignment of any claim  mentioned in it by way of subrogation
(or otherwise) to an insurance company (or any other person), each party to this
Lease agrees immediately to give to each insurance company that has issued to it
policies of fire and extended coverage insurance, written notice of the terms of
the  mutual  waivers  contained  in this  paragraph,  and to have the  insurance
policies  properly  endorsed,  if necessary,  to prevent the invalidation of the
insurance  coverages  because of the mutual waivers  contained in this Paragraph
16.

         17. Holding Over. If Tenant  retains  possession of the Premises or any
part thereof after the  termination of this Lease,  Tenant shall,  from that day
forward,  be a tenant from month to month and Tenant shall pay Landlord  rent at
two (2) times the monthly rate in effect immediately prior to the termination of
this Lease for the time the Tenant remains in possession.  No acceptance of rent
by, or other act or statement whatsoever on the part of Landlord or its agent or
employee, in the absence of a writing signed by Landlord,  shall be construed as
an extension of or as a consent for further  occupancy.  Tenant shall  indemnify
Landlord for all damages,  consequential as well as direct,  sustained by reason
of Tenant's retention of possession.  The provisions of this Paragraph 17 do not
exclude pursuit of Landlord's right of re-entry or any other right hereunder.

         18.      Assignment and Sublease.

                  (a) Prohibition.  Provided Tenant is not then in default, upon
thirty (30) days' notice to Landlord, Tenant shall have the right to assign this
Lease, or sublet all or any portion of the Premises,  with Landlord's reasonable
prior  written  approval.  Landlord  shall not  withhold  its  approval  of such
transfer if (i) the transferee's proposed use of the Premises is consistent with
a "first-class  promotional  retail  center",  transferee  will be operating the
proposed use in substantially all of the Premises (provided,  however,  that the
foregoing  clause  shall not imply any greater  requirement  to operate  than is

<PAGE>
otherwise  described  in  Paragraph  7a hereof),  and the  proposed use is not a
Restricted Use at the time of the proposed transfer,  or an existing primary use
of another  tenant on the Property  (where  "primary  use" shall mean such other
tenant  operates  fifty  percent (50%) or more of its floor area for such use or
derives fifty percent (50%) or more of its Gross Sales from such use),  and (ii)
the  proposed  transferee  has a  reasonably  acceptable  net worth and business
experience respecting its proposed use of the Premises. Tenant shall not require
Landlord's approval,  and shall be released from all obligations and liabilities
accruing and arising under the Lease from and after the date of an assignment of
the Lease,  provided  that Tenant  notifies  Landlord in writing as described in
Paragraph  18(b)  hereof,  and  provided  that  the  assignee,  in  addition  to
satisfying the requirements of subpart (i) of this Paragraph 18(a) (A) has a net
worth  equal to or greater  than One  Million  Three  Hundred  Thousand  Dollars
($1,300,000.00),  and (B) has earned a profit  during each of the past three (3)
full fiscal years in operating  its retail  business.  If Tenant is not released
because all of the  foregoing  criteria are not  satisfied,  Tenant shall remain
fully responsible,  and jointly and severally liable for the payment of the rent
and for  compliance  with all other  obligations  imposed  upon Tenant under the
terms,  provisions  and  covenants of the Lease,  notwithstanding  that Landlord
approves  the  assignment.  Any  single  transfer  of, or  successive  transfers
cumulating,  fifty percent  (50%) or more of the stock or ownership  interest in
Tenant shall be an assignment of this Lease for purposes of this Paragraph 18.

                  Notwithstanding  anything in this Lease to the contrary,  none
of the  following  events shall be an assignment of the Lease or sublease of the
Premises  ("transfer") that is subject to Landlord's approval or right to cancel
under  Paragraph  18(c),  and the  transferee in each event shall be entitled to
exercise  (subject to the terms and  conditions  of the Lease) all rights of the
original Tenant, including without limitation, those under Paragraphs 1(i) (rent
abatement),  3(b) (Lease  termination),  and 3(c) (Option Terms),  provided that
Tenant shall notify  Landlord as described  in Paragraph  18(b)  (excluding  the
first sentence thereof):

     (i) a transfer to an Affiliate (as hereinafter defined);

     (ii) a transfer in connection with a merger or consolidation  with, or sale
to, a buyer of substantially  all of the assets of at least three (3) toy stores
of Tenant and its Affiliates in Southern California;

     (iii)  Tenant or any  Affiliate  becomes a public  corporation  pursuant to
California law and regulations of the California Commissioner of Corporations.

                  "Affiliate" is any individual, corporation, partnership, firm,
association or entity that, directly or indirectly,  Controls, is Controlled by,
or is under common ownership or Control with, Tenant.

                  "Control"  is the power,  exercisable  jointly or severally to
manage and direct any individual, corporation, partnership, firm, association or
entity through direct or indirect ownership of corporate stock, voting rights or
partnership interest.

                  (b) Notice/Documentation.  Tenant's notice of an assignment or
sublease shall include  evidence of the transferee's net worth and past business
profit (as shown in  financial  statements  and tax  returns)  and copies of all
proposed  agreements  and documents  (collectively,  the  "Transfer  Documents")
memorializing,   facilitating  and/or  evidencing  the  proposed  assignment  or
sublease.  The  Transfer  Documents  shall  expressly  provide  that an assignee
assumes  the  Lease  and  agrees  to be  bound by all of the  terms,  covenants,
conditions,  provisions and agreements of the Lease to the extent applicable and
a subtenant is bound by all of Tenant's duties under the Lease except payment of
rent;  provided,  however,  that upon the occurrence of an "event of default" as
set forth in  Paragraph  23 hereof,  if all or any part of the  Premises is then
assigned, sublet, transferred or occupied by someone other than Tenant, then, in

<PAGE>
addition  to any other  remedies  provided  in this  Lease or  provided  by law,
Landlord,  at its option,  may collect  directly from the  assignee,  subtenant,
transferee  or  occupant  all rent  becoming  due to  Tenant  by  reason  of the
assignment, sublease, transfer or occupancy. Any collection directly by Landlord
from the assignee or subtenant  shall not be construed to  constitute a novation
of the Lease or a release of Tenant's duties under the Lease.  Upon consummation
of the  assignment  or  sublease,  Tenant shall  promptly  deliver a copy of the
executed  Transfer  Documents to Landlord and Landlord  shall not be required to
acknowledge a transfer (whether or not Landlord has consented  thereto) prior to
receiving  a  copy  of  said  executed   documents.   Any  purported   transfer,
encumbrance,  pledge,  mortgage,  assignment  or  subletting  not in  compliance
herewith shall be void and of no force or effect.

                  (c)  Option to  Cancel.  After  receiving  notice of  Tenant's
intended  assignment  or sublease,  Landlord  shall have the right to approve or
disapprove the transfer as provided  hereinabove,  or to terminate this Lease on
thirty (30) days' notice to Tenant  unless  Tenant  rescinds its prior notice of
assignment  or sublease  within  said  thirty  (30) day period.  If the Lease so
terminates, Tenant shall be released from all unaccrued liabilities.

                  (d)  Excess  Rent.  On  the  effective  date  of  transfer  by
assignment  of this Lease or sublease of the  Premises,  the Base Rental for the
portion of the Premises  transferred shall be increased by one-half (1/2) of all
rent and other  consideration the transferee shall pay to Tenant (as and when so
paid)  pursuant to the executed  Transfer  Documents in excess of the total rent
otherwise  payable  under this Lease.  In no event shall the Base Rental,  after
such assignment or subletting,  be less than the Base Rental payable immediately
prior to such assignment or subletting.

         19. Quiet  Enjoyment.  If Tenant shall pay the rents and other sums due
to be paid by Tenant hereunder as and when the same become due and payable,  and
if Tenant shall keep, observe and perform all of the other terms,  covenants and
agreements  of this Lease on Tenant's part to be kept,  observed and  performed,
Tenant shall, at all times during the Lease Term herein granted,  peacefully and
quietly have and enjoy  possession of the Premises  without any  encumbrance  or
hindrance by, from or through  Landlord,  except for regulations  imposed by any
governmental  or  quasi-governmental  agency on the  occupancy  of Tenant or the
conduct of Tenant's business operations.

         20. Compliance with Laws and with Rules and Regulations.

     (a) Laws.  Tenant, at its sole cost and expense,  shall procure any permits
and licenses  required for the transaction of Tenant's business in the Premises.
Tenant, at its sole cost and expense, shall promptly observe and comply with all
present and future laws, ordinances, requirements, orders, directives, rules and
regulations,  including, but not limited to, the Americans With Disabilities Act
of 1990, of all state,  federal,  municipal and other  agencies or bodies having
jurisdiction  relating to the use, condition and occupancy of the Premises,  the
Shopping  Center  and the  Property  at any  time in  force,  applicable  to the
Premises or to Tenant's use thereof  (collectively,  "Applicable Laws"),  except
that Tenant shall not be under any  obligation to comply with any Applicable Law
requiring any structural  alteration of the Premises,  unless such alteration is
required because of a condition that has been created by, or at the instance of,
Tenant,  or is required by reason of a breach of any of Tenant's  covenants  and
agreements under this Lease. Landlord shall not be required to repair any injury
or damage by fire or other cause,  or to make any repairs or replacements of any
panels,   decoration,   office  fixtures,   railing,  ceiling,  floor  covering,
partitions,  or any other property  installed in the Premises by Tenant.  Tenant
shall  provide  Landlord  with  written  notice  if  Tenant  is aware of, or has
received a communication regarding, an actual or alleged violation of Applicable
Laws.  If Tenant  is  required  to take  action to  effectuate  compliance  with
Applicable Laws,  Tenant shall have thirty (30) days, or such additional time as
is necessary to cause any necessary  improvements  and alterations to be made so
long as Tenant  diligently and continuously  attempts to effectuate the same, to
comply with  Applicable  Laws. If Tenant fails to comply as aforesaid,  Landlord
shall have the right,  but not the  obligation,  to make such  improvements  and
alterations  as is  necessary  to  comply  with  Applicable  Laws and such  sums
expended by  Landlord  shall be  immediately  due and payable by Tenant as Other
Charges under this Lease.
<PAGE>
                  (b) Rules and Regulations.  Tenant shall comply with all rules
and  regulations  for the  Shopping  Center that  Landlord may from time to time
promulgate  and/or  modify  relating to the use and  operation  of the  Shopping
Center. Notwithstanding anything contained in this Lease, Landlord
shall not be  responsible  nor  liable to Tenant,  it  agents,  representatives,
employees,  invitees or licensees,  for the nonobservance by any other tenant of
any rules and regulations.

         21.      Fire and Casualty.

                  (a)  Right to  Terminate  Lease.  If (i) the  Premises  or the
Building  shall be damaged to the extent of more than fifty percent (50%) of the
cost of  replacement  thereof  during the last two years of the Lease Term,  or,
(ii) the Premises or the Shopping  Center shall be damaged as a result of a risk
which is not required to be covered by  Landlord's  insurance,  then in any such
event, Landlord may terminate this Lease by notice given within ninety (90) days
after such event and upon the date specified in such notice,  which shall not be
less than  thirty  (30) days nor more than  sixty  (60) days after the giving of
said notice,  this Lease shall terminate,  and Tenant shall vacate and surrender
the  Premises  to  Landlord;  provided,  however,  that if  Landlord  elects  to
terminate the Lease as a result of damage  described in clause (i)  hereinabove,
and Tenant notifies Landlord in writing of its election to extend the Lease Term
according to Tenant's  rights  described in Paragraph  3(c) hereof within thirty
(30) days following receipt of the termination notice from Landlord,  Landlord's
notice of termination shall be null and void.

                  (b)  Obligation  to Rebuild.  If this Lease is not  terminated
pursuant to Paragraph 21(a) above,  Landlord shall proceed with due diligence to
restore,  repair and replace the Premises  and the  Shopping  Center to the same
condition as they were in as of the Commencement  Date, to the extent such prior
condition  can be  achieved  by  use of  available  insurance  proceeds.  If the
casualty,  repairing or rebuilding  shall render the Premises  untenantable,  in
whole or in part, a proportionate  abatement of the Base Rental shall be allowed
from the date when the  damage  occurred  until  completion  of the  repairs  of
rebuilding or, in the event Landlord elects to terminate this Lease,  until said
date of termination. Said proportionate abatement shall be computed on the basis
of the ratio which the amount of floor space rendered  untenantable bears to the
total floor space of the  Premises.  Landlord  shall be under no duty to restore
any  alterations,  improvements or additions made by Tenant.  In all cases,  due
allowance  shall  be given to  Landlord  for any  reasonable  delays  caused  by
adjustment of insurance loss,  strikes,  labor  difficulties or any cause beyond
Landlord's control.

         22.      Eminent Domain.

                  (a) Termination of Lease. If all or  substantially  all of the
Premises or of the Property shall be taken for at least the unexpired portion of
the Lease Term for any public or quasi-public use under any statute or by rights
of eminent  domain or by private  purchase  in lieu  thereof,  this Lease  shall
terminate on the date when  possession of the Premises or the  Property,  as the
case may be, shall be acquired by the condemning authority.

                  (b)   Right  to   Terminate   Lease.   If  less  than  all  or
substantially all of the Premises, the leasehold estate or the Property shall be
taken and (i) the part so taken  includes  thirty  percent  (30%) or more of the
Premises,  or (ii) the part so taken includes fifty percent (50%) or more of the
Shopping Center,  or (iii) the part so taken consists of thirty percent (30%) or
more of the  total  parking  area on the  Property,  or (iv)  such part so taken
results in completely  cutting off direct  access from the primary  thoroughfare
providing access to the Premises,  then, and in any such event,  within a period
of thirty  (30) days  after  notice of such  taking,  either  party may elect to
terminate  this  Lease by  giving  written  notice  to the  other  party,  which
termination  shall be effective on the date when  possession  of the Premises or
the Property, as the case may be, shall be acquired by the condemning authority.
<PAGE>
         If Tenant  does not elect to  terminate  the Lease  following a partial
taking  of the  leasehold  estate,  Tenant  shall  be  entitled  to  the  entire
condemnation  award  related  to the  leasehold  estate.  Otherwise,  if  either
Landlord  or  Tenant  elects  to  terminate  this  Lease as  described  in these
Paragraphs  22(a) and (b),  all awards from such taking shall belong to Landlord
and Tenant hereby  assigns to Landlord all its right,  title and interest to any
such awards;  provided,  however,  that Tenant reserves unto itself the right to
prosecute,  in  a  subsequent  apportionment  proceeding,   any  claim  for  the
unamortized  cost of Tenant's  Work paid by Tenant,  any injury  caused to trade
fixtures and equipment or for moving expenses.

                  (c) Repair.  If this Lease is not  terminated  pursuant to the
provisions of Paragraphs 22(a) or (b) above,  then Tenant shall, at its own cost
and expense and with reasonable promptness, restore the remaining portion of the
Premises  to the extent  necessary  to  reconstitute  the  improvements  thereon
lien-free and in a good and workmanlike manner as a complete architectural unit,
susceptible  to the same use as that  which was in effect  immediately  prior to
such taking;  and Landlord  shall make available to Tenant for such purpose such
awards  as  Landlord  actually  receives,  up to,  but not to  exceed,  Tenant's
reasonable expenses incurred in so doing. If Tenant restores the Premises or any
part thereof pursuant to this Paragraph 22, such  restoration  shall be governed
by, and Landlord shall have the rights set forth in Paragraph 8.

                  (d)  Temporary  Requisition.  In the  event  of the  temporary
requisition of the use or occupancy of the Premises or any part thereof,  by any
governmental  authority,  civil or  military,  Tenant  shall retain any award or
payment  therefor,  whether  the same  shall be paid or  payable  in  respect of
Tenant's  leasehold  interest hereunder or otherwise;  provided,  however,  that
Tenant  shall  continue to pay Base Rental  during the period of such  temporary
requisition.

                  (e)  Notice of Taking.  Landlord  shall  notify  Tenant of any
taking  of the  Premises  contemplated  by a  public  authority.  No  taking  or
temporary  requisition shall constitute a breach of Landlord's covenant of quiet
enjoyment, nor shall rent abate if this Lease is not terminated.

         23.      Default.

                  (a) Events of Default. If (i) Tenant fails to pay when due any
rent,  or any other sums  required to be paid  hereunder  by Tenant,  and Tenant
shall fail to cure said  default  within ten (10) days after  receipt of written
notice  thereof by  Landlord;  or (ii)  Tenant  defaults in the  performance  or
observance  of any other  agreement  or condition on its part to be performed or
observed,  and Tenant  shall fail to cure said default  within  thirty (30) days
after  receipt  of  written  notice  thereof  by  Landlord;  or (iii)  Tenant or
Guarantor  (any of them  if  more  than  one)  files  a  voluntary  petition  in
bankruptcy or is  adjudicated a bankrupt or insolvent,  or files any petition or
answer seeking any arrangement,  composition,  liquidation or dissolution  under
any  present  or  future  federal,  state or other  statute,  law or  regulation
relating  to  bankruptcy,  insolvency  or other  relief for  debtors or seeks or
consents  to or  acquiesces  in the  appointment  of any  trustee,  receiver  or
liquidator of Tenant or of all or any substantial part of its properties,  or of
the Premises,  or makes any general assignment for the benefit of creditors,  or
admits in writing its  inability to pay its debts  generally as they become due;
or (iv) a court enters an order,  judgment or decree  approving a petition filed
against  Tenant  or  Guarantor  (any  of  them if more  than  one)  seeking  any
arrangement,  composition,  liquidation, dissolution or similar relief under any
present or future federal, state or other statute, law or regulation relating to
bankruptcy,  insolvency or other relief for debtors, and such order, judgment or
decree  shall  remain  unvacated or unstayed for an aggregate of sixty (60) days
(whether  or not  consecutive);  or (v)  Tenant  fails to  operate or closes its
business upon the Premises  during the first three (3) Lease Years,  for reasons
other than fire or other casualty or condemnation,  for a period of fifteen (15)
consecutive  days;  or  (vi)  Tenant  abandons  the  Premises;  then  any of the
foregoing shall be deemed a default under this Lease.
<PAGE>
                  (b) Termination  Remedy.  If a default by Tenant occurs,  then
and at any  time  thereafter,  in  addition  to any  other  rights  or  remedies
available  to Landlord at law or in equity,  Landlord  shall have the  immediate
option, but not the obligation, to terminate this Lease and all rights of Tenant
hereunder  without  further  notice or demand of any kind to Tenant or any other
person,  except as required by applicable  state law. In the event that Landlord
shall elect to so terminate this Lease, then Landlord, as provided in California
Civil Code Section 1951.2, may recover from Tenant:

     (i) The worth at the time of award of any  unpaid  rent and  other  charges
which had been earned at the time of such termination; plus

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

     (iii) The worth at the time of award of the amount by which the unpaid rent
and other  charges  for the  balance of the term of this Lease after the time of
award  exceeds  the amount of such rental loss which  Tenant  proves  reasonably
could be avoided; plus

     (iv) The  total  value at the time of the  award of all of the  concessions
granted  to Tenant  at the time of  signing  this  Lease  prorated  based on the
remainder of the initial term of the Lease; plus

     (v) Any other amount necessary to compensate Landlord for all the detriment
proximately  caused by Tenant's  failure to perform its  obligations  under this
Lease or which in the  ordinary  course  of  things  would be  likely  to result
therefrom, including but not limited to any cost or expense incurred by Landlord
in (i)  terminating  the Lease or retaking the  Premises,  including  reasonable
attorney fees therefor,  (ii)  maintaining or preserving the Premises after such
default,  (iv)  preparing the Premises for reletting to a new tenant,  including
repairs  or  alterations  to the  Premises  for  such  reletting,  (iv)  leasing
commissions  and (v) any  other  costs  necessary  or  appropriate  to relet the
Premises; plus

     (vi) At Landlord's  election,  such other amounts in addition to or in lieu
of the foregoing as may be permitted from time to time by applicable law.

         As used in Paragraphs  23(b)(i) and (ii) above,  the "worth at the time
of award" shall be computed by allowing interest at the Default Rate. As used in
Paragraph  23(b)(iii)  above, the "worth at the time of award" shall be computed
by discounting  such amount at the discount rate of the Federal  Reserve Bank of
San Francisco at the time of award plus one percentage point per annum.

         All  rent,  other  than  Base  Rental,   including  without  limitation
Percentage Rental and Operating  Expenses shall, for the purposes of calculating
any amount due under the  provisions of (b)(3) of this Paragraph 23, be computed
on the basis of the highest annual amount of such rental paid to Landlord during
the three (3) Lease Years immediately  preceding termination of the Lease except
that, if it becomes necessary to compute such rental before such a 3-year period
has  occurred,  then such  rental  shall be computed on the basis of the highest
annual or annualized amount accruing during such shorter period.

                  (c) Right to Continue  Lease in Force.  If  Landlord  does not
elect to terminate this Lease as provided above, Landlord may from time to time,
without  terminating  this Lease,  enforce all of its rights and remedies  under
this Lease,  including  the right to recover all rent as it becomes due.  Tenant
acknowledges  that Landlord shall have the remedy  described in California Civil
Code Section  1951.4  (Landlord may continue this Lease in effect after Tenant's
breach  and  abandonment  and  recover  rent as it  becomes  due,  since  Tenant
acknowledges  Tenant  has the  right  to  sublease  or  assign  subject  only to
reasonable limitations as set forth in Paragraph 18 hereof.)
<PAGE>
                  (d) No  Deemed  Termination.  Landlord  shall not be deemed to
have terminated this Lease,  Tenant's right to possession of the Premises or the
liability of Tenant to pay rent thereafter accruing or its liability for damages
under any of the provisions  hereof,  unless Landlord shall have notified Tenant
in writing that it has so elected to terminate this Lease.

                  (e) Inducement Recapture in Event of Default. Any agreement by
Landlord for (i) free or abated rent, (ii) payment of any improvement allowance,
(iii) payment of any leasing commission whether or not set forth in the Lease or
(iv) the providing to Tenant of any other bonus, inducement or consideration for
Tenant's  entering  into this Lease (all of which  concessions  are  hereinafter
referred to as  "Inducement  Provisions(s)")  shall be deemed  conditioned  upon
Tenant's  full and  faithful  performance  of all of the  terms,  covenants  and
conditions of this Lease to be performed or otherwise  observed by Tenant during
the Initial Term or during such subsequent Option Term for which said Inducement
Provision  was  granted.  Upon the  occurrence  of any  default  (as  defined in
Paragraph  23(a) of this  Lease) of this  Lease by Tenant,  any such  Inducement
Provisions  shall  automatically  be deemed  deleted  from this  Lease and of no
further  force or effect,  and any amount paid or  concession  already  given to
Tenant  or paid in  connection  with the  Lease  or  Tenant's  occupancy  of the
Premises  under any  Inducement  Provisions  with  respect to the portion of the
Lease Term for which the  Inducement  Provision was granted shall be immediately
revoked and due and payable by Tenant to Landlord as additional  rent under this
Lease,  in addition to any other damage or sum which Landlord may be entitled to
recover under the provisions of this Paragraph 23.

                  (f) Removal of Property. Upon the termination of this Lease or
of  Tenant's  right to  possession  of the  Premises by lapse of time or earlier
termination  as herein  provided,  Tenant  shall  remove its  property  from the
Premises.  Any such  property of Tenant not removed  from the Premises by Tenant
within  thirty  (30)  days  after  the end of the term or of  Tenant's  right to
possession of the Premises, however terminated,  whichever occurs earlier, shall
be conclusively  deemed to have been forever  abandoned by Tenant and either may
be retained by Landlord as its  property or may be disposed of in such manner as
Landlord may see fit.

     (g) Landlord's Right to Pay or Perform. If Tenant at any time fails to make
any payment or perform any other act on its part to be made or  performed  under
this Lease,  Landlord may, but shall not be obligated  to, and after  reasonable
notice or demand and without  waiving or  releasing  Tenant from any  obligation
under this  Lease,  make such  payment  or perform  such other act to the extent
Landlord may deem  desirable,  and in  connection  therewith to pay expenses and
employ counsel.  Tenant shall pay upon demand all of Landlord's  costs,  charges
and  expenses,  including  the fees of  counsel,  agents and others  retained by
Landlord,  incurred in enforcing Tenant's  obligations  hereunder or incurred by
Landlord in any litigation,  negotiations or transactions in which Tenant causes
Landlord,  without  Landlord's  fault,  to become  involved or concerned,  which
amount  shall be deemed to be rent due and  payable  by Tenant,  upon  demand by
Landlord,  and  Landlord  shall  have  the  same  rights  and  remedies  for the
nonpayment thereof, as in the case of default in the payment of rent.

     (h)  Remedies  Cumulative.  All  rights and  remedies  of  Landlord  herein
enumerated shall be cumulative, and none shall exclude any other right or remedy
allowed by law.  In  addition  to the other  remedies  in this  Lease  provided,
Landlord  shall be entitled to the  restraint by  injunction of the violation or
attempted  violation of any of the  covenants,  agreements or conditions of this
Lease.
<PAGE>
         24. Waiver of Default or Remedy. No waiver of any covenant or condition
or of the breach of any  covenant or  condition  of this Lease shall be taken to
constitute a waiver of any  subsequent  breach of such covenant or condition nor
to justify or authorize the  nonobservance  on any other occasion of the same or
of any other covenant or condition  hereof,  nor shall the acceptance of rent by
Landlord at any time when Tenant is in default  under any  covenant or condition
hereof  be  construed  as a waiver of such  default  or of  Landlord's  right to
terminate  this  Lease on  account  of such  default,  nor shall  any  waiver or
indulgence  granted  by  Landlord  to  Tenant  be taken as an  estoppel  against
Landlord,  it being expressly  understood that if at any time Tenant shall be in
default  in any of its  covenants  or  conditions  hereunder  an  acceptance  by
Landlord of rental during the  continuance of such default or the failure on the
part of Landlord promptly to avail itself of such rights or remedies as Landlord
may have,  shall not be construed as a waiver of such default,  but Landlord may
at any time  thereafter,  if such  default  continues,  terminate  this Lease or
assert any other  rights or remedies  available to it on account of such default
in the manner hereinbefore provided.

         25.      Landlord's Lien.  [Intentionally omitted.]

         26.      Uniform Commercial Code.  [Intentionally omitted.]

         27. Force Majeure. If Landlord or Tenant shall be delayed,  hindered in
or prevented from the performance of any act required  hereunder (other than the
payment of rent and other  charges  payable  by  Tenant)  by reason of  strikes,
lockouts,  labor  troubles,  inability  to  procure  materials  or  governmental
permits,  failure  of power,  riots,  insurrection,  the act,  failure to act or
default of the other party,  war or any other  condition  beyond the  reasonable
control of the party who is seeking  additional time for the performance of such
act, then  performance  of such act shall be excused for the period of the delay
and the  period  for the  performance  of any such act shall be  extended  for a
reasonable  period,  in no event to exceed a period  equivalent to the period of
such delay. No such interruption of any service to be provided by Landlord shall
ever be deemed to be an eviction,  actual or  constructive,  or  disturbance  of
Tenant's  use  and  possession  of the  Premises,  the  Shopping  Center  or the
Property.





<PAGE>
         28.      Subordination of Lease.

                  (a) Landlord  reserves the right and  privilege to subject and
subordinate  this Lease to any and all mortgages,  deeds of trust or land leases
now  existing  upon or that may be  hereafter  placed upon the  Premises and the
Property  and to all  advances  made or to be  made  thereon  and all  renewals,
modifications,  consolidations,  replacements or extensions  thereof and if such
right  is  exercised,  the lien of any  such  mortgages,  deeds of trust or land
leases shall be superior to all rights hereby or hereunder vested in Tenant,  to
the  full  extent  of  all  sums  secured  thereby.   In  confirmation  of  such
subordination,  Tenant  shall,  on request of Landlord or the holder of any such
mortgages,  deed(s) of trust and land  leases,  execute  and deliver to Landlord
within ten (10) days any instrument  that Landlord or such holder may reasonably
request.

                  (b) If the  interest  of  Landlord  under this Lease  shall be
transferred  by reason of  foreclosure,  deed in lieu of  foreclosure,  or other
proceedings  for  enforcement  of any  first  mortgage  or deed of  trust on the
Premises,  Tenant shall be bound to the transferee (the  "Purchaser")  under the
terms,  covenants and conditions of this Lease for the balance of the Lease Term
remaining,  and any extensions or renewals, with the same force and effect as if
the  Purchaser  were  the  Landlord  under  this  Lease,  and at the  option  of
Purchaser,  Tenant shall attorn to the Purchaser  (including the mortgagee under
any such mortgage, if it be the Purchaser),  as its Landlord,  the attornment to
be effective and self-operative without the execution of any further instruments
upon the Purchaser  succeeding to the interest of Landlord under this Lease. The
respective  rights  and  obligations  of  Tenant  and  the  Purchaser  upon  the
attornment,  to the extent of the then remaining  balance of the Lease Term, and
any  extensions  and  renewals,  shall be and are the same as those set forth in
this Lease.

                  Notwithstanding the foregoing provisions of this Paragraph 28,
Tenant's  obligation  to  subordinate  its rights  hereunder or to attorn to any
Purchaser as provided  hereinabove is expressly subject to agreement by any such
lienholder or Purchaser to recognize  Tenant's Lease and, provided Tenant is not
in default of the Lease beyond any applicable cure periods, not disturb Tenant's
possession of the Premises on foreclosure.

         29. Notices and Consents. All notices, demands, requests,  consents and
approvals  that may or are  required  to be given by  either  party to the other
shall be in  writing  and shall be  deemed  given  when  sent by  United  States
certified or registered mail,  postage prepaid,  or by overnight  courier (a) if
for  Tenant,  addressed  to Tenant  at the  Shopping  Center  with a copy to the
address set forth in Paragraph 1(c) above,  or at such other place as Tenant may
from time to time  designate by notice to Landlord,  or (b) if for Landlord,  to
the  address set forth in  Paragraph  1(a) above and to the address set forth in
Paragraph  1(b) above,  or at such other place as Landlord may from time to time
designate by notice to Tenant.  All consents and  approvals  provided for herein
must be in  writing  to be valid.  Notice  shall be deemed to have been given if
addressed and mailed as above provided on the date two (2) days after deposit in
the United States mail or one (1) day after deposit with an overnight courier.

         30.      Security Deposit.  [Intentionally deleted.]

         31.  Miscellaneous  Taxes. Tenant shall pay, prior to delinquency,  all
taxes assessed against or levied upon its occupancy of the Premises, or upon the
fixtures,  furnishings,  equipment  and all other  personal  property  of Tenant
located in the Premises,  if nonpayment thereof shall give rise to a lien on the
Premises,  and when  possible  Tenant  shall cause said  fixtures,  furnishings,
equipment and other personal  property to be assessed and billed separately from
the  property  of  Landlord.  If any or all of  Tenant's  fixtures,  furnishing,
equipment and other personal property,  upon Tenant's occupancy of the Premises,
are  assessed  and taxed with the  property  of  Landlord,  Tenant  shall pay to
Landlord its share of such taxes  within ten (10) days after  delivery to Tenant
by  Landlord of a statement  in writing  setting  forth the amount of such taxes
applicable to Tenant's fixtures, furnishings, equipment or personal property.
<PAGE>
         32. Brokerage Commission.  Except for any broker, agent or other person
identified in Paragraphs 1(s) and 1(t) above,  Landlord and Tenant represent and
warrant  each to the other that each has dealt  with no  broker,  agent or other
person in connection with this  transaction  and that no broker,  agent or other
person  brought  about  this  transaction.  Landlord  hereby  agrees  to  pay to
Landlord's  broker  identified  in  Paragraph  1(s)  above  ("Agent")  a leasing
commission as set forth in that certain Property  Management  Agreement  between
Landlord and Agent,  from which Agent shall pay "co-op"  leasing  commission  to
Tenant's broker  identified in Paragraph 1(t) above ("Co-op  Broker").  Landlord
and Tenant each agree to indemnify and hold the other  harmless from and against
any  claims by any  other  broker,  agent or other  person  (including,  without
limitation, Co-op Broker) claiming a commission or other form of compensation by
virtue of having dealt with the  indemnifying  party with regard to this leasing
transaction.  The provisions of this Paragraph 32 shall survive the  termination
of this Lease.

         33.      Hazardous Devices and Contaminants.

                  (a)  Prohibition.  Except  with the prior  written  consent of
Landlord,  Tenant shall not install or operate any steam or internal  combustion
engine, boiler,  machinery,  refrigerating or heating device or air-conditioning
apparatus in or about the Premises, or carry on any mechanical business therein.
Except for Contaminants (as hereinafter  defined) used in the ordinary course of
business and in compliance with  Requirements  of Law (as hereinafter  defined),
Tenant and its agents, employees, contractors and invitees shall not use, store,
release,  generate  or  dispose  of or  permit  to be  used,  stored,  released,
generated or disposed of any Contaminants on or in the Premises.

                  (b) Indemnification by Tenant. Tenant shall indemnify and hold
harmless  Landlord,  its agents,  servants,  employees,  officers and  directors
forever from and against any and all  liability,  claims,  demands and causes of
action, including, but not limited to, any and all liability, claims,





<PAGE>
demands and causes of action by any  governmental  authority,  property owner or
any other  third  person and any and all  expenses,  including  attorneys'  fees
(including,  but not limited to, attorneys' fees to enforce Tenant's  obligation
of  indemnification  under this Paragraph 33(b)),  relating to any environmental
liability  resulting  from  (i) any  Release  (as  hereinafter  defined)  of any
Contaminant  at  the  Premises  or  emanating  from  the  Premises  to  adjacent
properties or the surrounding environment during the Lease Term; (ii) during the
Lease Term, any generation,  transport,  storage,  disposal,  treatment or other
handling of any Contaminant at the Premises,  including, but not limited to, any
and all off-site transport,  storage,  disposal,  treatment or other handling of
any Contaminant generated, produced, used and/or originating in whole or in part
from the Premises;  and (iii) any  activities  at the Premises  during the Lease
Term that in any way might be alleged to fail to comply with any Requirements of
Law. The  provisions of this  Paragraph  33(b) shall survive the  termination of
this Lease.

                  (c) Indemnification by Landlord.  Landlord shall indemnify and
hold harmless Tenant, its agents,  servants,  employees,  officers and directors
forever from and against any and all  liability,  claims,  demands and causes of
action,  including,  but not limited to, any and all liability,  claims, demands
and causes of action by any governmental authority,  property owner or any other
third person and any and all expenses, including attorneys' fees (including, but
not  limited  to,   attorneys'   fees  to  enforce   Landlord's   obligation  of
indemnification  under this  Paragraph  33(c)),  relating  to any  environmental
liability caused solely by Landlord's actions and resulting from (i) any Release
(as hereinafter defined) of any Contaminant at the Common Area or emanating from
the Common Area to adjacent properties or the surrounding environment during the
Lease Term;  (ii) during the Lease Term,  any  generation,  transport,  storage,
disposal,  treatment or other  handling of any  Contaminant  at the Common Area,
including,  but  not  limited  to,  any  and all  off-site  transport,  storage,
disposal,  treatment or other handling of any Contaminant  generated,  produced,
used and/or  originating in whole or in part from the Common Area; and (iii) any
activities  at the  Common  Area  during the Lease Term that in any way might be
alleged to fail to comply with any  Requirements  of Law. The provisions of this
Paragraph 33(b) shall survive the termination of this Lease.

                  (d)      Definitions.

                           (i)  "Contaminant"  shall mean any substance or waste
         containing hazardous substances,  pollutants, and contaminants as those
         terms are defined in the federal Comprehensive  Environmental  Response
         Compensation and Liability Act, 42 U.S.C.  Section 9601 et seq. and any
         substance  similarly  defined  or  identified  in  any  other  federal,
         provincial  or  state  laws,   rules  or   regulations   governing  the
         manufacture,  import, use, handling,  storage,  processing,  release or
         disposal of substances or wastes

                  deemed  hazardous,  toxic,  dangerous  or  injurious to public
         health or to the environment. This definition includes friable asbestos
         and petroleum or petroleum-based products.

                           (ii)  "Requirements  of Law" shall mean any  federal,
         state or local law, rule, regulation, permit, agreement, order or other
         binding  determination  of any governmental  authority  relating to the
         environment, health or safety.


                           (iii) "Release" shall have the same meaning as in the
         federal Comprehensive Environmental Response Compensation and Liability
         Act, 42 U.S.C. Section 9601, et seq.
<PAGE>
         34. Exculpation.  This Lease is executed by certain general partners of
Landlord,  not  individually,  but solely on behalf  of,  and as the  authorized
nominee and agent for STRBO, and in consideration  for entering into this Lease,
Tenant  hereby  waives  any  rights  to  bring a cause  of  action  against  the
individuals  executing this Lease on behalf of Landlord (except for any cause of
action  based upon lack of  authority  or fraud),  and all persons  dealing with
Landlord  must look solely to STRBO's  assets for the  enforcement  of any claim
against Landlord,  and the obligations hereunder are not binding upon, nor shall
resort  be had to the  private  property  of any  of,  the  trustees,  officers,
directors, employees or agents of STRBO.

         35. Signs.  On or before the date that Tenant opens for business on the
Premises,  Tenant, at its sole cost, shall erect an appropriate sign advertising
Tenant's  business on the portion of the exterior of the Premises  designated by
Landlord  for the  placement  of Tenant's  sign in  conformity  with  Exhibit F,
attached hereto and incorporated  herein by reference.  The size, type,  design,
wording,  appearance and location of all signs shall require  Landlord's written
approval  prior to  installation.  All signs shall  comply  with  Exhibit F, and
Tenant shall obtain all requirements of appropriate  governmental  authority and
all  necessary  permits or  licenses.  Tenant  shall  maintain all signs in good
condition and repair at all times and shall indemnify and hold Landlord harmless
from injury to person or property (including  attorneys' fees and costs of suit)
arising from the erection and maintenance of said signs.  Further,  Tenant shall
move and reinstall  Tenant's sign to a place  designated by Landlord in front of
the Premises at Tenant's expense upon notice from Landlord if Landlord elects to
remodel the exterior of the building in which the Premises are located. Also, if
as a part of remodeling  specifications,  a new exterior tenant sign criteria is
developed by  Landlord,  then within 60 days after  Tenant's  receipt of written
notice of said new sign criteria,  Tenant shall, at Tenant's expense, remove all
existing  signs and replace the same with new signs in accordance  with new sign
criteria.  Upon vacating the Premises,  Tenant shall remove all signs and repair
all damages caused by installation and removal.

         36. Locks. No additional  locks or similar devices shall be attached to
any door or window without  Landlord's prior written  consent.  Except for those
keys provided by Landlord,  no keys for any door shall be made. If more than two
keys for one lock are  desired,  Landlord  will provide the same upon payment by
Tenant.  All keys must be returned to Landlord at the  expiration or termination
of this Lease. Tenant shall see that the doors and windows, if operable,  of the
Premises are closed and securely locked before leaving the Premises.

         37.  Employment.  If either  party  employs,  directly  or  indirectly,
unionized  labor whose  activities  illegally  interfere with (a) in the case of
Tenant,  the  employees  of Landlord or the  customers  of other  tenants at the
Property,  or (b) in the case of Landlord,  the  customers of Tenant,  each such
employer party shall, at its sole cost, use all commercially reasonable efforts,
including  commencing  appropriate  administrative or judicial  proceedings,  to
prevent such interference.

         38.  Plumbing.  Tenant must  observe  strict care and caution  that all
water  faucets and water  apparatus  are shut off before Tenant or its employees
leave the Premises to prevent waste or damage.  Plumbing fixtures and appliances
shall  be used  only for  purposes  for  which  constructed,  and no  sweepings,
rubbish,  rags or other  unsuitable  material shall be thrown or placed therein.
Damage  resulting to any such fixtures or appliances from misuse by Tenant shall
be paid by Tenant and Landlord shall not in any case be responsible therefor.

         39.  Certain  Rights  Reserved  to  Landlord.   Landlord  reserves  the
following rights:
<PAGE>
     (a) To name the Shopping Center and to change the name or street address of
the Shopping Center;

     (b) On  reasonable  prior  notice to Tenant,  to exhibit  the  Premises  to
prospective tenants during the last twelve (12) months of the Lease Term, and to
exhibit the Premises to any prospective purchaser, mortgagee, or assignee of any
mortgage on the Property and to others having a legitimate  interest at any time
during the Lease Term; and

     (c) To install vending machines of all kinds on the Property and to receive
all of the  revenue  derived  therefrom;  provided,  however,  that  no  vending
machines shall be installed by Landlord in the Premises.

         40. Guaranty.  At Landlord's election,  the effectiveness of this Lease
is  conditioned  upon the  Guarantor  set  forth in  Paragraph  1(u)  above  (i)
executing the Guaranty  attached to this Lease as Exhibit G and delivering it to
Landlord  before or  concurrently  with Tenant's  execution and delivery of this
Lease to Landlord,  and (ii) delivering to Landlord,  along with such originally
executed Guaranty, such evidence as Landlord shall require that (A) the Guaranty
has been duly  authorized,  executed  and  delivered  pursuant to all  necessary
corporation   actions  (if  applicable)  such  as  broad-form   resolution,   if
sufficiently  current  and  specific,   (B)  the  Guaranty  is  binding  on  and
enforceable  against the  Guarantor in  accordance  with its terms,  and (C) the
individual(s)  executing  and  delivering  the Guaranty  are  empowered to do so
pursuant to all necessary  corporate  authorizations  (if applicable)  such as a
broad-form resolution and an incumbency certificate, if sufficiently current and
specific.

         41.      Miscellaneous.

                  (a) No  receipt of money by  Landlord  from  Tenant  after the
termination  of this  Lease or after  the  service  of any  notice  or after the
commencement of any suit, or after final judgment for possession of the Premises
shall  reinstate,  continue or extend the Lease Term or affect any such  notice,
demand or suit or imply consent for any action for which  Landlord's  consent is
required.

                  (b) The  term  "Landlord"  as used  in this  Lease,  so far as
covenants or agreements on the part of Landlord are concerned,  shall be limited
to mean and include only the owner (and/or  ground  lessor,  as the case may be)
for the time being of the Premises.  If the Premises or the underlying lease, if
any, be sold or  transferred,  the seller  thereof  shall be  automatically  and
entirely  released of all  covenants and  obligations  under this Lease from and
after the date of  conveyance  or transfer,  provided the purchaser on such sale
has assumed and agreed to carry out all covenants and  obligations  contained in
this Lease to be  performed on the part of Landlord  hereunder,  it being hereby
agreed  that  the  covenants  and  obligations,  contained  in this  Lease to be
performed  on the part of Landlord,  hereunder  it being hereby  agreed that the
covenants  and  obligations  contained  in this  Lease  shall be  binding  under
Landlord,  its successors and assigns,  only during their respective  successive
period of ownership.

                  (c) It is understood  that Landlord may occupy portions of the
Shopping  Center in the  conduct of  Landlord's  business.  In such  event,  all
references  herein to other  tenants of the  Shopping  Center shall be deemed to
include Landlord as occupant.

                  (d) All of the covenants of Tenant  hereunder  shall be deemed
and  construed to be  "conditions"  as well as  "covenants"  as though the words
specifically  expressing or implying  covenants and conditions were used in each
separate instance.
<PAGE>
                  (e)  In  the  event  of   variation   or   discrepancy   among
counterparts, Landlord's original copy of this Lease shall control.

                  (f) This Lease  shall be binding  upon and shall  inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns,
provided  that this  provision  shall in no manner  enlarge  Tenant's  rights of
assignment,  which right of assignment has been  restricted  under the foregoing
provisions of this Lease.

         42.  Relationship of Parties.  Any intention to create a joint venture,
partnership  or principal and agent  relationship  between the parties hereto is
hereby  expressly  disclaimed.  This  Lease  shall  create the  relationship  of
landlord and tenant between Landlord and Tenant.

         43.  Gender and Number.  Whenever  words are used herein in any gender,
they shall be  construed as though they were used in the gender  appropriate  to
the context and the  circumstances,  and  whenever  words are used herein in the
singular or plural form, they shall be construed as though they were used in the
form appropriate to the context and the circumstances.

         44.  Topic  Headings.  Headings and captions in this Lease are inserted
for convenience  and reference only and in no way define,  limit or describe the
scope or intent of this Lease nor  constitute any part of this Lease and are not
to be considered in the construction of this Lease.

     45.  Counterparts.  Several  copies of this Lease may be executed by all of
the parties. All executed copies constitute one and the same Lease, ------------
binding upon all parties.

         46.  Entire  Agreement.  This Lease  contains the entire  understanding
between the parties and supersedes any prior understanding or agreements between
them  respecting  the  subject  matter.  No  representations,   arrangement,  or
understandings except those fully expressed herein, are or shall be binding upon
the parties. No changes, alterations, modifications, additions or qualifications
to the terms of this Lease  shall be made or be binding  unless  made in writing
and signed by each of the parties.

         47. Attorneys' Fees. If either party commences  litigation  against the
other for the  specific  performance  of this Lease,  for damages for the breach
hereof or otherwise for enforcement of any remedy hereunder,  the parties hereby
agree that the  prevailing  party shall be  entitled  to recover  from the other
party such costs and reasonable  attorneys'  fees as may have been  incurred.  A
party shall be deemed  "prevailing"  if such party is entitled by law to recover
its costs in the action, whether or not the action proceeds to final judgment. A
party not  entitled  to  recover  its costs  shall not  recover  attorney  fees;
provided, however, where a party institutes and then dismisses an action against
a defendant party without the latter's  concurrence,  such defendant party shall
be the prevailing  party. A final judgment shall specify the prevailing  party's
right to recover  its costs of the action  (including  attorney  fees and costs)
incurred in enforcing,  perfecting and executing  such  judgment,  including all
costs incurred in connection with postjudgment  motions,  contempt  proceedings,
garnishment, levy and debtor/third party examinations, discovery, and bankruptcy
litigation.  The term "attorney fees" includes fees of outside legal counsel and
reasonable costs allocable to a party's in-house legal counsel.

         48.  Governing Law;  Invalidity of any Provisions.  This Lease shall be
subject  to and  governed  by the laws of the  state in which the  Premises  are
located.  If any term or provision of this Lease or the  application  thereof to
any person or circumstance shall to any extent be invalid or unenforceable,  the
other terms of this  Lease,  or the  application  of such term or  provision  to
persons or  circumstances  other  than  those as to which it is held  invalid or
unenforceable,  shall not be affected  thereby,  and each term and  provision of
this Lease shall be valid and be enforced to the  fullest  extent  permitted  by
law.
<PAGE>
         IN WITNESS WHEREOF,  the parties have executed this Lease as of the day
and year first above written.


LANDLORD:

OTR, an Ohio general  partnership,  acting as the duly authorized nominee of the
BOARD OF THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO
--------------------------------

By:____________________, a general partner

TENANT:  TOYS INTERNATIONAL, A CALIFORNIA CORPORATION

By: ________________________________                                           
Title: ______________________________                                         

By: ________________________________
Title: ______________________________


<PAGE>
                                    EXHIBIT A

                                    SITE PLAN






<PAGE>
                                    EXHIBIT B

                          LEGAL DESCRIPTION OF PROPERTY

PARCEL 1

Parcels A and C of Parcel Map No. 1228, in the City of San Diego,  County of San
Diego,  State of California,  filed in the Office of the County  Recorder of San
Diego County, January 16, 1973, as File No. 73-013497 of Official Records.

PARCEL 3:

That portion of Lot 2 of NORTH  CLAIREMONT  PLAZA,  according to Map thereof No.
3484, filed in the Office of the County Recorder of San Diego County,  August 3,
1956, described as follows:

BEGINNING at the  Southeasterly  corner of Lot 1 of said NORTH CLAIREMONT PLAZA;
thence along the Southerly  line of said Lot 2, South  89(degree) 44' 05" East 3
feet;  thence North 0(degree) 15' 55" East 165 feet; thence North 89(degree) 44'
05" West 153 feet to the Westerly line of said Lot 2; thence South 0(degree) 15'
55"  West 15 feet to the  Northwesterly  corner  of  said  Lot 1;  thence  South
89(degree)  44' 05"  East 150 feet to the  Northeasterly  corner  of said Lot 1;
thence South 0(degree) 15' 55" West 150 feet to the Point of Beginning.

PARCEL 4:

Lot 2 of NORTH CLAIREMONT PLAZA, in the City of San Diego,  County of San Diego,
State of California,  according to Map thereof No. 3484,  filed in the Office of
the County Recorder of San Diego County, August 3, 1956.

EXCEPTING that portion described as follows:

BEGINNING at the  Southeasterly  corner of Lot 1 of said NORTH CLAIREMONT PLAZA;
thence along the Southerly  line of said Lot 2, South  89(degree) 44' 05" East 3
feet;  thence North 0(degree) 15' 55" East 165 feet; thence North 89(degree) 44'
05" West 153 feet to the Westerly line of said Lot 2; thence South 0(degree) 15'
55"  West 15 feet to the  Northwesterly  corner  of  said  Lot 1;  thence  South
89(degree)  44' 05"  East 150 feet to the  Northeasterly  corner  of said Lot 1;
thence South 0(degree) 15' 55" West 150 feet to the Point of Beginning.

PARCEL 5:

That  portion  of Lot 3 of NORTH  CLAIREMONT  PLAZA,  in the City of San  Diego,
County of San Diego,  State of  California,  according  to Map thereof No. 3484,
filed in the Office of the County  Recorder of San Diego  County,  described  as
follows:

BEGINNING  at a point in the  Easterly  line of said Lot 3,  distant  along said
Easterly  line  South  1(degree)  44' 47" West  371.75  feet from the  Southerly
terminus of a 956 foot radius  curve,  concave  Easterly in the Easterly line of
said Lot;  thence  North  89(degree)  44' 05" West  194.58  feet;  thence  South
0(degree) 15' 55" West 99.97 feet to the TRUE POINT OF  BEGINNING;  thence North
89(degree)  44' 05" West,  28.07 feet;  thence South  0(degree) 15' 55" West 220
feet  to a point  in the  South  line of said  Lot 3,  said  point  being  North
89(degree)  44' 05" West,  202.77 feet from the Southeast  corner of said Lot 3;
thence along the South line of said Lot 3 South  89(degree)  44' 05" East 202.77
feet to said  Southeast  corner,  being  point in the arc of a 694  foot  radius
curve,  concave Westerly, a radial line to said point bears South 77(degree) 45'
33" East;  thence  along the  Easterly  line of said Lot,  Northerly  along said
curve,  127.11 feet, and tangent to said curve,  North 1(degree) 44' 47" East to
the Northerly  line of the Southerly 220 feet,  measured at right angles of said
Lot 3; thence along said  Northerly  line North  89(degree)  44' 05" West to the
TRUE POINT OF BEGINNING.
<PAGE>
PARCEL 6:

NON-EXCLUSIVE  EASEMENTS  FOR PURPOSES  DISCLOSED  THEREIN OVER A PORTION OF THE
LAND  SHOWN  THEREIN AS MORE  FULLY  CONTAINED  AND  DESCRIBED  IN THAT  CERTAIN
DOCUMENT ENTITLED  "OPERATION AND RECIPROCAL  EASEMENT  AGREEMENT" DATED JULY 7,
1972,  RECORDED  JANUARY  5,  1973,  AS FILE NO.  73-003772  AND  SUBJECT TO THE
CONDITIONS THEREIN CONTAINED IN SAID DOCUMENT.


PARCEL 7:

NON-EXCLUSIVE  EASEMENTS  FOR PURPOSES  DISCLOSED  THEREIN OVER A PORTION OF THE
LAND  SHOWN  THEREIN AS MORE  FULLY  CONTAINED  AND  DESCRIBED  IN THAT  CERTAIN
DOCUMENT ENTITLED  "OPERATION AND RECIPROCAL EASEMENT AGREEMENT" DATED MARCH 27,
1972,  RECORDED  JANUARY  5,  1973,  AS FILE NO.  73-003774  AND  SUBJECT TO THE
CONDITIONS THEREIN CONTAINED IN SAID DOCUMENT.








<PAGE>
                                    EXHIBIT C

                           COMMENCEMENT DATE AGREEMENT

     THIS COMMENCEMENT DATE AGREEMENT ("Agreement") dated __________,  199___ is
between  OTR,  an Ohio  general  partnership,  whose  address  is 275 East Broad
Street, Columbus, Ohio 43215, acting as the duly authorized nominee of The State
Teachers Retirement System of Ohio ("Landlord"), whose address is 275 East Broad
Street,  Columbus, Ohio 43215, and TOYS INTERNATIONAL,  doing business under the
trade names Play Co. Toys or Toys International ("Tenant"), whose address is 550
Rancheros Drive, San Marcos, California 92069.

                              W I T N E S S E T H:

         A.  Landlord  and Tenant  executed a certain  Lease  dated  __________,
199___ (the "Lease").

         B. The Lease  provides  that the Lease will  commence  on the date that
Landlord  delivers  possession  of the  Premises  (as  defined  in the Lease) to
Tenant.

         C.  Landlord  and Tenant now desire to set forth in writing  the actual
date of delivery of the Premises and the actual commencement date of the Lease.

         NOW  THEREFORE in  consideration  of the mutual  covenants and promises
contained  herein and other valuable  consideration,  the parties agree that the
Lease  commenced on _________,  199___ and shall  terminate on  ___________  __,
____.

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on the day and year first above written.

     LANDLORD:  OTR, an Ohio general  partnership  acting as the duly authorized
nominee of The State Teachers Retirement System of Ohio

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

By:___________________, a general partner


TENANT: TOYS INTERNATIONAL,
A CALIFORNIA CORPORATION

By: ________________________________
Title: ______________________________

By: ________________________________
Title: ______________________________





<PAGE>
                                    EXHIBIT E

                           TENANT ESTOPPEL CERTIFICATE

RE: Premises:
Lease Dated:
Amendment(s) Dated:
Between
and (Tenant)
Square Footage Leased:
Floor(s)/Suite #(s):

The undersigned, Tenant under the above-referenced lease ("Lease"), certifies to
the following:

1. We have taken possession of and accepted the Premises described above, except
as follows:




2. The lease terms as described below are true and accurate, and the lease is in
full force and effect:

         Base Rent:  __________________________________________ per year
         Escalations:  ________________________________________
         Free Rent:  _________________________________________
         Commencement Date:  ___________________________________
         Expiration Date:  ______________________________________
         Renewals:  _________________________________________

3. No part of the Premises has been subleased or assigned except as follows:




4. The rent has been paid through:

5.       The security deposit is
         There are no tax or insurance escrows

6.       We are not in default of our obligations under the Lease.  Landlord, to
         the best of our knowledge,  is not in default of its obligations  under
         the Lease.  There  exists no defense or  counterclaim  to rent or other
         sums required to be paid by us under or pursuant to the Lease.

If Tenant is a corporation,  the undersigned is a duly appointed  officer of the
corporation  signing  this  certificate  and is  the  incumbent  in  the  office
indicated under his/her name. In any event,  the undersigned  individual is duly
authorized to execute this certificate.

Date:____________________, 199__                                       Signed:
(Signature)
(Print Name & Title)






<PAGE>
                                 LEASE EXHIBIT F

                             CLAIREMONT TOWN SQUARE
                                 TENANT SIGNAGE
                                       for
                                  Shop Tenants
                                Major/Pad Tenants

                                December 27, 1995


OBJECTIVE

It is the purpose of this Lease  exhibit to establish the  requirements  for the
design and fabrication of primary signage for tenants at Clairemont Town Square.
The  Tenant  Sign  Criteria  (Attachment  A),  receipt  of which  Tenant  hereby
acknowledges,   provides  design  standards  and   specifications   that  assure
consistency  throughout  the  Shopping  Center.  Details  are  provided  in such
Attachment A which outline:

         o        Prohibited Signs
         o        General Provisions
         o        Design Guidelines
                  -        Design Objective
                  -        Acceptable Sign Treatments
                  -        Lighting
                  -        Colors
                  -        Typestyles
         o        Construction Requirements


TERMS AND CONDITIONS FOR SIGNAGE IMPLEMENTATION

In  signing  the  Lease for  retail  space at  Clairemont  Town  Square,  Tenant
acknowledges  receipt of Attachment A, and agrees to the requirements  contained
therein and specifically the following requirements with regard to signage:

1. Tenant  shall  provide a minimum of one primary  identification  wall sign in
accordance with the approved criteria.

2. Tenant shall be responsible  for the following  expenses  relating to signage
for the Premises:

     o design  consultant's  fees per Tenant Order Form attached  hereto as page
F-3

     o 100% of permit processing costs and application fees

     o 100% of costs for sign fabrication and  installation  including review of
shop drawings and patterns (see Attachment A and Tenant Order Form)

     o all costs relating to signage removal,  including repair of any damage to
the building

         Tenant shall also be  responsible  for  maintaining  the appearance and
operating condition of all signs once they are installed.

3.       Tenant shall make a sign design submittal to the Landlord in accordance
         with the provisions  contained  herein (see  "Submittals and Approvals"
         section).

4.       The  Landlord  shall  provide  Tenant  with a list  of  qualified  sign
         fabricators.  Only  pre-qualified  sign  contractors  approved  by  the
         Landlord  shall be allowed to fabricate and install signs at Clairemont
         Town Square.

5.       Tenant  agrees to abide by all  provisions,  guidelines,  and  criteria
         contained   within  this  Lease  exhibit,   the  Tenant  Sign  Criteria
         (Attachment  A),  as well as with  applicable  City of San  Diego  sign
         regulations including the approved Sign Program. No banners,

<PAGE>
         paper signs, flags or other such temporary signs and materials shall be
         displayed without Landlord's prior written consent.  Further,  no signs
         shall be affixed  directly to the  storefront  glass except that Tenant
         may display hours of operation  provided such letters do not exceed one
         inch in height.

6.       Only those sign types provided for and specifically approved in writing
         by the Landlord will be allowed.  The Landlord may, in Landlord's  sole
         discretion, and at the Tenant's expense, correct, replace or remove any
         sign that is installed without  Landlord's written approval and/or that
         is deemed not to be in conformance with the plans as submitted and with
         requirements and documents referenced herein.

7.       Tenant shall maintain all storefronts in like-new  condition.  Landlord
         may, in  Landlord's  sole  discretion  and Tenant's  expense,  replace,
         refurbish  or remove  any sign  that has  become  deteriorated.  Tenant
         shall,  upon  expiration  or  earlier  termination  of the Lease and at
         Tenant's own expense, remove all signs associated with the Premises and
         repair building walls to their original condition; or if Tenant has not
         performed  such  removal  and/or  repair  after  expiration  or earlier
         termination  of the  Lease,  Landlord  shall have the right to do so at
         Tenant's expense.


SUBMITTALS AND APPROVALS

Tenant shall provide  information as requested in the Tenant Order Form attached
hereto as page F-3 and return the completed form to Landlord with the designated
design fee.

Landlord's  design  consultant  shall prepare  design  concepts  and/or  signage
treatment  recommendations  for Tenant's  review and approval.  Upon approval of
concept  design,  design intent  drawings  will be prepared  suitable for use by
qualified sign fabricator.

Prior to sign  fabrication,  Tenant or Tenant's sign contractor shall submit for
Landlord's  approval  three  (3) sets of  complete  and  fully-dimensioned  shop
drawings  reflecting the sign design approved by Landlord.  Shop drawings are to
be submitted to Landlord  within  twenty (20)  calendar days after design intent
drawings have been approved. The shop drawings submittal shall include:

a.       elevation of storefront  showing design,  location,  size and layout of
         sign, drawn to scale,  indicating  dimensions,  attachment  devices and
         construction details.

b.       sample board showing colors and materials  including  building  fascia,
         letter faces,  returns,  and other details of construction as requested
         by Landlord; samples of actual paint colors and finishes.

c.       section  through  letter  and/or  sign panel  showing  the  dimensioned
         projection  of the  face  of the  letter  and/or  sign  panel  and  the
         illumination.

d. full-size  letter patterns for all graphics and full-size scale neon patterns
for all exposed or sculpted neon.

All Tenant sign  submittals  shall be reviewed by Landlord  and/or its agent for
conformance with the provisions of the Sign Program for the center, Attachment A
and this exhibit, and the design intent drawings approved by Landlord.
<PAGE>
Within  fifteen (15)  business  days after  receipt of Tenant's  shop  drawings,
Landlord  shall  either  approve  the  submittal  contingent  upon any  required
modifications  or  disapprove   Tenant's  sign  submittal,   which  approval  or
disapproval shall remain the sole right and discretion of Landlord.  Tenant must
continue to resubmit  rejected plans until  approval is obtained.  A full set of
final plans must be approved and stamped by Landlord prior to permit application
or sign fabrication.



Following  Landlord's  approval of proposed  signage,  Tenant or Tenant's  agent
shall  submit  to the City of San  Diego  sign  plans  signed  by  Landlord  and
applications   for  all  permits  for  fabrication  and   installation  by  sign
contractor.  Tenant shall furnish  Landlord with a copy of said permits prior to
installation of Tenant's sign(s).

Fabrication and  installation of all signs shall be performed in accordance with
the  standards  and  specifications  outlined  in this  exhibit and in the final
approved plans and shop drawings. Landlord may, at Landlord's option, perform an
in-shop  inspection and buy-off of the signage prior to  installation.  Any work
deemed  unacceptable  shall be rejected  and shall be  corrected  or modified at
Tenant's expense as required by the Landlord or its agent.

Tenant shall  install the minimum  required  signage  within sixty (60) calendar
days after  receipt of permit  from the City of San Diego.  If signage is not in
place by that date,  Landlord may order fabrication and installation on Tenant's
behalf. Tenant shall reimburse Landlord for these costs.


SIGN CONTRACTOR RESPONSIBILITIES

Tenant's sign contractor is responsible to do the following:

o        provide to  Landlord,  prior to  commencing  fabrication,  an  original
         certificate of insurance  naming the Landlord as an additional  insured
         for liability coverage.

o  obtain  approved  sign  permits  from  the  City of San  Diego  prior to sign
fabrication and deliver copies of same to Landlord.

o        prepare   for   approval    prior   to    fabrication    complete   and
         fully-dimensioned  shop drawings  along with items a, b, c, and d under
         "Submittals and Approvals" section hereof.


MONUMENT SIGN

Tenant shall  install its trade name on a Tenant  Monument Sign to be located on
Clairemont  Mesa  Blvd.  ("Monument  Sign"),  and  Tenant's  share  of the  sign
("Tenant's  Sign")  shall be one of the two top  positions on both sides of such
sign in the approximate size shown on Exhibit F, page F-5 hereto.  Tenant agrees
that  Tenant's  Sign shall be designed  and  installed  at  Tenant's  expense in
accordance with the provisions of this Exhibit F and with all governmental laws,
rules and  regulations,  and that  such  sign  shall be  subject  to  Landlord's
approval.

Tenant shall, within thirty (30) days following receipt of invoice therefor, pay
its pro rata share of the cost of design and  construction  of the Monument Sign
which share shall be based on the square footage of Tenant's Sign divided by the
square  footage of all sign panel space on the  Monument  Sign.  Landlord  shall
maintain, repair and, if necessary, replace the Monument Sign and shall maintain
and  repair  Tenant's  Sign.  Tenant  shall  pay  its  pro  rata  share  of such
maintenance, repair and replacement based on the square footage of Tenant's Sign
divided by the square  footage of all sign panels which are occupied on the sign
at the time such  expenses  are  incurred.  If Tenant's  Sign must be  replaced,
Tenant shall replace such sign at Tenant's  expense subject to the terms of this
Exhibit F regarding the initial  Tenant Sign. If for any reason,  for any period
of time Tenant does not display  Tenant's  trade name on Tenant's  Sign,  Tenant
shall  cover  that  portion  of the sign with  white  plexiglass  or such  other
substance as shall be reasonably  satisfactory  to Landlord.  If at any time for
any reason  Tenant does not  display  its trade name on Tenant's  Sign for sixty
(60) days or more,  Landlord may, upon written  notice to Tenant,  re-lease such
sign to such party and upon such terms and  conditions as Landlord  shall choose
in Landlord's sole discretion.

<PAGE>
                                    EXHIBIT D

                               TENANT IMPROVEMENTS

            PROVISIONS RELATING TO CONSTRUCTION OF TENANT'S PREMISES

1. As soon as practicable after the final drawings and specifications  have been
approved by Landlord and by all applicable governmental agencies, Landlord will,
at its own cost and expense,  commence  the erection of a building  covering the
Premises,  unless  prevented or delayed by conditions over which Landlord has no
control.  It is  expressly  understood  and agreed  that the  building  upon the
Premises may constitute a portion of a larger building.  In the event that prior
to  commencement  of  construction  of the  building of which the Premises are a
part,  Landlord  elects  not to proceed  with such  construction,  Landlord  may
terminate this Lease upon notice to Tenant,  and both parties shall be forthwith
released.

2. When Landlord's  architect  (hereinafter  "Project  Architect") has completed
drawings of the basic shell of the  building (or if such  drawings  have already
been completed,  then concurrently  with the execution of this Lease),  Landlord
shall  deliver a floor plan of the  Premises  ("Floor  Plan") to Tenant  showing
thereon  the  columns  and  other  structural  work  in  the  Premises.   Tenant
acknowledges receipt of a copy of said Floor Plan.

3.  Tenant's  plans shall be prepared  with full  knowledge of and in compliance
with the Floor Plan, this Exhibit D and all City,  County, and State ordinances,
rules and regulations relating thereto including, without limitation, the energy
conservation and handicap access  requirements,  if applicable,  of the State in
which the  Shopping  Center is located.  All drawings  for  Landlord's  Work and
Tenant's  Work, as described  below,  are to be prepared at Tenant's  expense by
Tenant's  architect  who shall be  licensed  in the State in which the  Shopping
Center is  located.  All such  drawings  are subject to  Landlord's  and Project
Architect's  approval and in the event said drawings are not  approved,  for any
reason  whatsoever,  within sixty (60) days after Tenant's  receipt of the Floor
Plan,  this Lease shall,  at the option of Landlord,  be null and void and of no
further force or effect.

         Tenant  agrees to submit to  Landlord,  within  twenty  (20) days after
receipt of the Floor Plan, fully dimensioned and detailed 1/4" scale preliminary
drawings  showing  general  layout of the interior space  ("preliminary  plans")
including  without  limitation  stub-out  locations  and sizes  for  electrical,
plumbing,  gas and telephone  service,  and shall outline  specifications of all
materials and locations  thereof for all Landlord's  Work. Said plans shall also
include Tenant's sign drawings.

         Within  forty-five  (45) days after  receipt of the Floor Plan,  Tenant
agrees to submit to  Landlord  two (2) sets of fully  detailed  and  dimensioned
one-quarter  inch (1/4") scale  construction  drawings in  conformance  with the
approved   preliminary   plans.  These  drawings  shall  indicate  the  specific
requirements of Tenant's space showing  clearly,  without  limitation,  all work
listed hereafter under "Landlord's Work."

4. Tenant shall submit to Landlord plans for all work  described  hereinafter as
"Tenant's Work"  simultaneously  with, and in accordance with the same standards
provided  hereinabove for, Landlord's Work, but Tenant's plans for Tenant's Work
shall be  separate  from  Tenant's  plans  for  Landlord's  Work.  The plans for
Tenant's  Work shall  include the  interior  partitions,  trade  fixture  plans,
lighting,  electrical  outlets,  signs,  size and  locations  of equipment to be
installed  on the roof,  if any,  and all other items set forth under  "Tenant's
Work", and which are not a part of Landlord's Work.

5. Tenant shall be responsible for submitting  improvement plans,  including but
not  limited to  drawings,  specifications,  California  Title 24  calculations,
structural  calculations,  samples,  etc., for both Landlord's Work and Tenant's
Work to the proper  building  authority (or health  authority as  applicable) to
obtain a building permit. Fees for plan checking,  processing,  permitting,  and
any other fees  relating to  Landlord's  Work and Tenant's Work shall be paid by
Tenant.  Landlord's  Work  shall be  constructed  by  Landlord's  contractor  in
accordance  with the  drawings  for  Landlord's  Work;  Tenant's  Work  shall be
constructed by Tenant's contractor, subject to the provisions hereinafter titled
"Tenant's Use of a Contractor  Other than Landlord's  Contractor."  Both parties
agree to pursue the construction work of the building  diligently to completion,
complying with all City,  County and State  ordinances,  rules and  regulations.
Upon completion of all Tenant's Work, Tenant shall file for record in the Office
of the  County  Recorder  where  the  Shopping  Center  is  located  a Notice of
Completion, as permitted by law.
<PAGE>
6. Prior to commencement of  construction,  Landlord shall provide Tenant with a
written estimate of the cost of all Landlord's Work. Tenant shall have the prior
right of  approval  of all costs to be borne by  Tenant as a part of  Landlord's
Work  pursuant to the  provisions  of this Exhibit D. If Tenant fails to deliver
written notice of  disapproval  to Landlord  within ten (10) business days after
receipt  of a notice  of costs  from  Landlord,  Tenant  shall be deemed to have
approved such costs.  Tenant shall pay all costs of Landlord's Work which exceed
Forty-Two Thousand Nine Hundred Dollars  ($42,900.00).  The total amount of such
estimated costs to be paid by Tenant shall be delivered to Landlord prior to the
date specified by Landlord for commencement of construction of Landlord's Work.

7.  Any  additional  charges,  expenses,  or  costs  arising  by  reason  of any
subsequent change, modification, or alteration in the approved general plans and
specifications  made at the request of Tenant or  approved  by Tenant  including
architect's fees, shall be at the sole cost and expense of Tenant,  and Landlord
shall  have the  right to  demand  payment  for such  change,  modification,  or
alteration,  prior  to its  performance  of any  work in the  Premises.  No such
changes,   modifications,   or  alterations  in  the  said  approved  plans  and
specifications  can be made without the written consent of Landlord.  No part of
the cost of any trade fixture or personal property of Tenant shall be payable by
Landlord.

8. The parties  agree to cooperate  with each other and to respond with required
approvals  or  disapprovals  with  reasonable  diligence  in order  to  complete
Landlord's  Work  and  Tenant's  Work  by the  Commencement  Date  described  in
Paragraph 3(b) of the Lease.  Notwithstanding  any provision in the Lease to the
contrary,  prior to occupancy of the  Premises,  Tenant shall pay Base Rental at
the rate specified in Paragraph 1(i), prorated for the number of days completion
is delayed for any of the following reasons:

     a. Tenant's failure to submit drawings within the time periods specified in
Paragraph 3, 4 or 5 of this Exhibit D. ---------

     b. Tenant's request for changes in the plans and  specifications  or in the
construction of the work; and/or

     c. Tenant's  failure to pay any costs  required of Tenant  pursuant to this
Exhibit D, within the time periods specified herein.

9. Tenant may not require an exterior design,  finish or construction other than
one that has been approved by Landlord;  and Landlord shall be entitled to erect
and construct such exteriors in keeping with the overall plans and design of the
Project  Architect.  Tenant  shall not be  permitted to maintain or place on the
building or upon the Premises  any awnings or other  exterior  appendage  except
with written consent of Landlord.

10. Landlord will construct for Tenant an improved shell, all in conformity with
and to the extent  hereinafter  set forth as "Building  Shell by  Landlord"  and
"Landlord's  Work." Said work,  as to the  building  of which the  Premises is a
portion,  shall be deemed  substantially  complete when it has been completed or
performed per the terms and  conditions of the Lease and this Exhibit D, subject
only to Tenant's reasonable,  good faith acceptance thereof and a "punchlist" of
minor and  immaterial  items which are capable of completion  within thirty (30)
days thereafter. Landlord shall certify to Tenant in writing when Building Shell
by Landlord and Landlord's  Work is  substantially  complete(such  certification
shall be referred to as the "Notice of Substantial  Completion").  Tenant agrees
that upon  receipt of the  Notice of  Substantial  Completion  and no later than
three (3) business days following  receipt of said notice,  Tenant shall inspect
and accept the Premises or notify Landlord  otherwise in writing.  If Tenant has
not  notified  Landlord in writing  within  three (3)  business  days  following
receipt of the Notice of Substantial Completion,  Tenant shall be deemed to have
accepted the Premises in the condition which it may then be (except with respect
to the  "punchlist"  items)  and  Tenant  thereafter  waives  any right or claim
against  Landlord  for any cause,  directly  or  indirectly,  arising out of the
condition of the Premises,  appurtenances  thereto, the improvements thereon and
the equipment thereof,  and Tenant shall thereafter  indemnify and hold harmless
Landlord from liability as provided in Paragraph 14 of the Lease. Landlord shall
not be liable for any latent or patent defects therein; provided,  however, that
Landlord  warrants the Building  Shell by Landlord and  Landlord's  Work against
latent defects for a period of one year from completion.
<PAGE>
11. Tenant shall be  responsible,  at its own cost and expense,  to complete the
work  hereinafter  set forth as the  "Tenant's  Work" in a good and  workmanlike
condition and shall not enter into the Premises prior to receiving the Notice of
Substantial Completion from Landlord for the purpose of performing Tenant's Work
or for any other reason without  Landlord's prior written consent,  which may be
withheld in Landlord's sole discretion.  If Landlord  consents to Tenant's early
entry, Tenant shall hold Landlord harmless and shall indemnify Landlord from any
loss  (including  attorneys'  fees) or damage to  Tenant's  property,  fixtures,
equipment  and  merchandise  and for injury to any persons,  unless such loss or
damage is caused by the sole active negligence of Landlord.

12. During the  construction of Landlord's  Work,  Landlord agrees at Landlord's
expense  to obtain and  maintain  public  liability  and  workers'  compensation
insurance  adequate to fully protect Tenant as well as Landlord from and against
any and all  liability  for death of or  injury to person or damage to  property
caused in or about or by reason of the construction of Landlord's  Work.  Tenant
agrees at Tenant's expense to obtain or maintain public liability  insurance and
workers'  compensation  insurance as set forth in  Paragraph  15(a) of the Lease
adequate  to fully  protect  Landlord as well as Tenant from and against any and
all  liability  for death of or injury to person caused in or about or by reason
of the construction of Tenant's Work.

13. Where final  drawings are in conflict with this Exhibit D, the provisions of
Exhibit D shall prevail.

14. Upon actual  completion  of the  building  shell of which the Premises are a
part,  Landlord  agrees to file for record in the Office of the County  Recorder
where the Shopping  Center is situated a Notice of  Completion,  as permitted by
law.





<PAGE>
                           BUILDING SHELL BY LANDLORD

         The following is a description of the building  shell,  and limitations
of same, which will be provided by Landlord:

A.       STRUCTURE

         1.       Frame:   The  building  shall  be  of  steel  or  wood  frame,
                  reinforced concrete,  or bearing wall construction designed in
                  accordance with governing building codes.

         2. Exterior Walls: The exterior walls shall be of masonry or such other
material or materials as selected by the Project Architect.

         3. Roof: The roof shall be builtup composition type, as selected by the
Project Architect.

         4. Partitions:  Partitions  between areas shall be of wood frame, metal
stud, or masonry.

         5. Stairways and Exits: Stairways and exits shall be in accordance with
governing building codes.

         6. Door  Frames:  Rear exit  exterior  door frames will be hollow metal
construction.  Interior  door frames shall be wood or metal at the option of the
Landlord.

     7. Doors: (a) Interior doors wood,  hollow core; (b) Exterior service doors
hollow metal.

B.       STORE FRONTS

     1.  Design and  Installation:  A standard  store front shall be designed by
Project Architect and installed by Landlord.

     2.  Parapets,  Etc.:  Heights  and  locations  of  parapets  and facings of
parapets  and  bulkheads  shall be approved by Landlord.  Landlord  reserves the
right to  provide a neutral  strip  between  all  stores,  centered  on the line
defining the Premises.

         The cost of the foregoing work shall be paid by Landlord  except to the
extent said work is more specifically  described in Landlord's Work hereinbelow.
All costs described in Landlord's Work and which exceed $42,900.00 shall be paid
by Tenant prior to commencement of construction.





<PAGE>
                         DESCRIPTION OF LANDLORD'S WORK

         The following is a description of the construction,  and limitations of
same, which will be provided by Landlord as "Landlord's Work".

                          DESCRIPTION OF TENANT'S WORK

         The  work to be done by  Landlord  in  satisfying  its  obligations  to
construct  Tenant's  store under the Lease shall be limited to that described in
the foregoing paragraphs. All other items of work not therein provided for to be
done by Landlord shall be provided by Tenant at Tenant's  expense and are herein
referred to as "Tenant's Work".  Tenant's Work shall include, but not be limited
to, the purchase and/or installation and/or performance of the following:

     1. Electric  Fixtures and Equipment:  All electrical  work for the Premises
not specifically stated under Landlord's Work to be performed by Tenant.

     2. Utility Meters and  Connections:  All utility  meters,  connections  and
hookup fees,  assessments,  front footage  charges and any other fees or charges
for utilities  serving the Premises  shall be paid by Tenant.  If, in Landlord's
sole opinion, Tenant uses significantly more water or other utilities than other
tenants  in the  Shopping  Center,  Landlord  may  require  Tenant to  install a
separate meter at Tenant's  expense,  for such utility.  For all utilities which
are master metered, Tenant shall pay its pro rata share of such costs.

     3. Telephones:  All wiring from the main telephone room to the Premises and
within the Premises. All conduits for Tenant's telephone system in the Premises.
Tenant shall make all arrangements for telephone service.

     4. Walls:  All interior  partitions  and curtain walls within the Premises,
except as provided by Landlord under Landlord's Work.

     5. Coves and Ceilings: All special coves, ceilings, furring, etc.

     6.  Furniture and  Fixtures:  All store  fixtures,  cases,  wood  paneling,
cornices, etc.

     7. Show Window  Background,  Floors,  Etc.:  All show window  floors,  show
window background, show window lighting fixtures, and show window doors.

     8. Floor Coverings: All floor coverings and floor materials (including wall
base) other than concrete.

     9.  Ornamental  Stairs:  All  ornamental  or other  stairs not  required by
governing building codes.

     10. Alarm Systems, Etc.: All alarm systems or other protective devices.

     11.  Plumbing:  All  plumbing,  either  roughing in fixtures,  or equipment
required for  Tenant's  needs  except as provided by Landlord  under  Landlord's
Work.

     12. Special Ventilation: All ventilation systems, hoods, ducts, and chases,
including show window's ventilation.

     13. Special Equipment: All special equipment such as conveyors,  elevators,
escalators, dumb waiters, etc., including installation and connection.

     14. Interior Painting and wall coverings.

     15.   Tenant's   exterior   sign.  All  Tenant  signs  shall  be  designed,
constructed,  and located in accordance  with the procedures  established by the
Project  Architect,  and  shall  be  subject  to the  approval  of  the  Project
Architect, Landlord, and local governing agency.

     16. Concrete Floors: Any special reinforcing, raised areas, or depressions.

     17.  Roof:  All  flashing,   counterflashing   and  roof  repairs  and  any
penetration  required in connection with the installation of Tenant's  equipment
shall conform to the  project's  roofing  specifications  and such work shall be
paid for by Tenant,  but shall be performed by the  project's  original  roofing
contractor.







<PAGE>
                          TENANT'S USE OF A CONTRACTOR
                        OTHER THAN LANDLORD'S CONTRACTOR

         It is  further  understood  and agreed  that the items set forth  below
shall be incorporated as "Special  Conditions"  into the contract between Tenant
and its  contractor  as follows  (with a copy of the  contract  to be  furnished
Landlord for Landlord's  reasonable approval prior to the commencement by Tenant
of Tenant's Work):

         1. Prior to start of Tenant's Work,  Tenant's  contractor shall provide
Landlord  with a  construction  schedule  in "bar  graph"  form  indicating  the
completing dates of all phases of Tenant's Work.

         2. Tenant's contractor shall perform said work in a manner and at times
which do not impede or delay  Landlord's  contractor  in the  completion  of the
Premises as provided in this Lease. Any delays in the completion of the Premises
caused by  Tenant's  contractor  shall be at the sole cost and expense of Tenant
and shall not delay the commencement of Base Rent.

         3. Tenant's contractor shall be responsible for the repair, replacement
or  cleanup  of any  damage  done  by  him  to  other  contractors'  work  which
specifically includes accessways to the Tenant's Premises which may be currently
used by others.

         4. Tenant's  contractor shall accept the Premises prior to starting any
trenching  operations.  Any  rework of  subbase  or  compaction  required  after
Tenant's  contractor's  initial  acceptance  of the  Premises  shall  be done by
Tenant's contractor, which shall include the removal from the Shopping Center of
any excess dirt or debris.

         5. Tenant's  contractor  shall contain his storage of materials and his
operations  within the  Premises  and such other  space as he may be assigned by
Landlord's  contractor.  Should he be assigned space outside of the Premises, he
shall move to such other space as Landlord's  contractor  shall direct from time
to time to avoid interference or delays with other work.

         6. All trash and surplus construction  materials shall be stored within
the Premises and shall be promptly  removed from the Shopping Center at the sole
cost of the Tenant's contractor. Once the Shopping Center is open and operating,
no Common Area trash containers shall be used for construction debris.

         7. Tenant's  contractor  shall provide  temporary  utilities,  portable
toilet facilities and potable drinking water as required for his work within the
Premises  and  shall  pay to  Landlord's  contractor  the cost of any  temporary
utilities  and  facilities   provided  by  Landlord's   contractor  at  Tenant's
contractor's request.

         8. Tenant's  contractor  shall notify  Landlord or  Landlord's  project
Manager of any  planned  work to be done on  weekends  or other than  normal job
hours.

         9. Tenant and Tenant's  contractor are  responsible for compliance with
all applicable  codes and  regulations of duly  constituted  authorities  having
jurisdiction  insofar as the performance of the work and completed  improvements
are concerned for all work  performed by Tenant or Tenant's  contractor  and all
applicable  safety  regulations  established  by the general  contractor for the
Shopping  Center,  and Tenant  further  agrees to  indemnify  and hold  Landlord
harmless  for said work as  provided  in  Paragraph  14 of the  Lease.  Prior to
commencement  of  construction,  Tenant  shall  submit to  Landlord  evidence of
insurance as required in Paragraph 15 of the Lease.
<PAGE>
         10. Tenant's  contractor or subcontractors  shall not post signs on any
part of the Shopping Center or on the Premises.

         11.  Notwithstanding the provisions herein, Tenant shall be responsible
for and shall  obtain  and  record a Notice  of  Completion  promptly  following
completion of Tenant's Work.

         12. Prior to the commencement of  construction,  Tenant shall obtain or
cause its  contractor  to obtain  payment and  performance  bonds  covering  the
faithful  performance of the contract for the  construction of Tenant's Work and
the payment of all obligations arising  thereunder.  Such bonds shall be for the
mutual  benefit of both  Landlord and Tenant and shall be issued in the names of
both Landlord and Tenant as obligees and beneficiaries. Prior to the date Tenant
commences   construction   of  Tenant's  Work,   Tenant  shall  submit  evidence
satisfactory to Landlord that such bonds have been issued.  Notwithstanding  the
foregoing, in the event Tenant is only making nonstructural  improvements to the
interior  of the  Premises,  Tenant  shall not be  required to provide the bonds
described herein.





<PAGE>
                                    EXHIBIT G
                                GUARANTY OF LEASE


     WHEREAS,  a certain  lease of even  date  herewith  has  been,  or will be,
executed  between OTR, an Ohio General  Partnership  ("Landlord")  acting as the
duly authorized nominee of the Board of the State Teachers  Retirement System of
Ohio ("STRBO"),  and TOYS  INTERNATIONAL,  a California  corporation  ("Tenant")
doing  business under the trade names Play Co. Toys or Toys  International  with
respect to Space No.  38, of that  certain  shopping  center  commonly  known as
Clairemont Town Square located in San Diego, California:

     WHEREAS,  the  Landlord  under said Lease  requires as a  condition  to its
execution of said Lease that the undersigned (herein referred to as "Guarantor")
guarantee the full  performance  of the  obligations of Tenant under said Lease,
and

     WHEREAS,  Guarantor,  is desirous that Landlord  enter into said Lease with
Tenant,

         NOW  THEREFORE,  in  consideration  of the  execution  of said Lease by
Landlord,  Guarantor hereby  unconditionally  guarantees the complete and timely
performance of each and all of the terms, covenants and conditions of said Lease
to be kept and  performed by said Tenant,  including  the payment of all rentals
and other charges to accrue thereunder. Guarantor further agrees as follows:

         1.  That  this   Guaranty   shall   continue   in  favor  of   Landlord
notwithstanding any extension, modification, or alteration of said Lease entered
into by and  between  the  parties  thereto,  or their  successors  or  assigns,
notwithstanding  any  assignment  of said Lease,  with or without the consent of
Landlord, and no extension, modification,  alteration or assignment of the above
referred to Lease shall in any manner release or discharge Guarantor and it does
hereby consent thereto.

         2.  This   Guaranty  will   continue   unchanged  by  any   bankruptcy,
reorganization  or insolvency of Tenant or any successor or assignee  thereof or
by any disaffirmance or abandonment by a trustee of Tenant;

         3. Landlord may, without notice, assign this Guaranty of Lease in whole
or in  part  and no  assignment  or  transfer  of the  Lease  shall  operate  to
extinguish or diminish the liability of Guarantor hereunder.

         4. The liability of Guarantor under this Guaranty shall be primary and,
in any right of action which shall accrue to Landlord under the Lease,  Landlord
may, at its option,  proceed  against  Guarantor  without  having  commenced any
action or obtained any judgment against Tenant;

         5.  Guarantor  shall pay  Landlord's  reasonable  attorney fees and all
costs and other  expenses  incurred in any  negotiations,  action or  proceeding
commenced to enforce this Guaranty; and

         6. Guarantor  hereby waives notice of any demand by Landlord as well as
any  notice of  Tenant's  default in the  payment  of rent or any other  amounts
contained or reserved in the Lease;  provided,  however, prior to commencing any
judicial action against Guarantor,  Landlord shall give Guarantor ten (10) days'
written notice of, and opportunity to cure, Tenant's default under the Lease.

         7.  If  Guarantor  is  a  corporation,  trust  or  general  or  limited
partnership,  each individual executing this Guaranty of Lease on behalf of such
entity  represents and warrants that he or she is duly authorized to execute and
deliver this Guaranty of Lease on behalf of said entity.

The use of the singular  shall include the plural.  The obligation of two (2) or
more  parties  shall be joint and  several.  The terms  and  provisions  of this
Guaranty shall be binding upon and inure to the benefit of the respective heirs,
legal representatives, successors and assigns of the parties herein named.




<PAGE>
         IN WITNESS  WHEREOF,  Guarantor has caused this Guaranty of Lease to be
executed as of the Effective Date of the above-mentioned Lease.

GUARANTOR OF LEASE:

PLAY CO. TOYS & ENTERTAINMENT CORP.

By:

Title:

By:

Title:

Address:

Telephone:





<PAGE>
                                    EXHIBIT H






<PAGE>
                                  EXHIBIT A TO
                       ACCESS AND RENTAL PAYMENT AGREEMENT

                                LEGAL DESCRIPTION


Space #38 within the Shopping Center described as:


PARCEL 1

Parcels A and C of Parcel Map No. 1228, in the City of San Diego,  County of San
Diego,  State of California,  filed in the Office of the County  Recorder of San
Diego County, January 16, 1973, as File No. 73-013497 of Official Records.

PARCEL 3:

That portion of Lot 2 of NORTH  CLAIREMONT  PLAZA,  according to Map thereof No.
3484, filed in the Office of the County Recorder of San Diego County,  August 3,
1956, described as follows:

BEGINNING at the  Southeasterly  corner of Lot 1 of said NORTH CLAIREMONT PLAZA;
thence along the Southerly  line of said Lot 2, South  89(degree) 44' 05" East 3
feet;  thence North 0(degree) 15' 55" East 165 feet; thence North 89(degree) 44'
05" West 153 feet to the Westerly line of said Lot 2; thence South 0(degree) 15'
55"  West 15 feet to the  Northwesterly  corner  of  said  Lot 1;  thence  South
89(degree)  44' 05"  East 150 feet to the  Northeasterly  corner  of said Lot 1;
thence South 0(degree) 15' 55" West 150 feet to the Point of Beginning.

PARCEL 4:

Lot 2 of NORTH CLAIREMONT PLAZA, in the City of San Diego,  County of San Diego,
State of California,  according to Map thereof No. 3484,  filed in the Office of
the County Recorder of San Diego County, August 3, 1956.

EXCEPTING that portion described as follows:

BEGINNING at the  Southeasterly  corner of Lot 1 of said NORTH CLAIREMONT PLAZA;
thence along the Southerly  line of said Lot 2, South  89(degree) 44' 05" East 3
feet;  thence North 0(degree) 15' 55" East 165 feet; thence North 89(degree) 44'
05" West 153 feet to the Westerly line of said Lot 2; thence South 0(degree) 15'
55"  West 15 feet to the  Northwesterly  corner  of  said  Lot 1;  thence  South
89(degree)  44' 05"  East 150 feet to the  Northeasterly  corner  of said Lot 1;
thence South 0(degree) 15' 55" West 150 feet to the Point of Beginning.

PARCEL 5:

That  portion  of Lot 3 of NORTH  CLAIREMONT  PLAZA,  in the City of San  Diego,
County of San Diego,  State of  California,  according  to Map thereof No. 3484,
filed in the Office of the County  Recorder of San Diego  County,  described  as
follows:

BEGINNING  at a point in the  Easterly  line of said Lot 3,  distant  along said
Easterly  line  South  1(degree)  44' 47" West  371.75  feet from the  Southerly
terminus of a 956 foot radius  curve,  concave  Easterly in the Easterly line of
said Lot;  thence  North  89(degree)  44' 05" West  194.58  feet;  thence  South
0(degree) 15' 55" West 99.97 feet to the TRUE POINT OF  BEGINNING;  thence North
89(degree)  44' 05" West,  28.07 feet;  thence South  0(degree) 15' 55" West 220
feet  to a point  in the  South  line of said  Lot 3,  said  point  being  North
89(degree)  44' 05" West,  202.77 feet from the Southeast  corner of said Lot 3;
thence along the South line of said Lot 3 South  89(degree)  44' 05" East 202.77
feet to said  Southeast  corner,  being  point in the arc of a 694  foot  radius
curve,  concave Westerly, a radial line to said point bears South 77(degree) 45'
33" East;  thence  along the  Easterly  line of said Lot,  Northerly  along said
curve,  127.11 feet, and tangent to said curve,  North 1(degree) 44' 47" East to
the Northerly  line of the Southerly 220 feet,  measured at right angles of said
Lot 3; thence along said  Northerly  line North  89(degree)  44' 05" West to the
TRUE POINT OF BEGINNING.
H-5
Exhibit A-1

<PAGE>
                                  EXHIBIT A TO
                       ACCESS AND RENTAL PAYMENT AGREEMENT
                                     Page 2

PARCEL 6:

NON-EXCLUSIVE  EASEMENTS  FOR PURPOSES  DISCLOSED  THEREIN OVER A PORTION OF THE
LAND  SHOWN  THEREIN AS MORE  FULLY  CONTAINED  AND  DESCRIBED  IN THAT  CERTAIN
DOCUMENT ENTITLED  "OPERATION AND RECIPROCAL  EASEMENT  AGREEMENT" DATED JULY 7,
1972,  RECORDED  JANUARY  5,  1973,  AS FILE NO.  73-003772  AND  SUBJECT TO THE
CONDITIONS THEREIN CONTAINED IN SAID DOCUMENT.

PARCEL 7:

NON-EXCLUSIVE  EASEMENTS  FOR PURPOSES  DISCLOSED  THEREIN OVER A PORTION OF THE
LAND  SHOWN  THEREIN AS MORE  FULLY  CONTAINED  AND  DESCRIBED  IN THAT  CERTAIN
DOCUMENT ENTITLED  "OPERATION AND RECIPROCAL EASEMENT AGREEMENT" DATED MARCH 27,
1972,  RECORDED  JANUARY  5,  1973,  AS FILE NO.  73-003774  AND  SUBJECT TO THE
CONDITIONS THEREIN CONTAINED IN SAID DOCUMENT.















H-6
Exhibit A-2