10.89

                     Lease Agreement for Store-Arizona Mills



<PAGE>










                                      LEASE







                  TOYS INTERNATIONAL, A CALIFORNIA CORPORATION

                                     TENANT




                                    "TOY CO."

                                   TRADE NAME



       PLAY CO. TOYS AND ENTERTAINMENT CORPORATION, A DELAWARE CORPORATION

                                    GUARANTOR



                             A R I Z O N A M I L L S













                  PROVISIONS ADDED TO THIS LEASE APPEAR ON THE DATA SHEET AND ON
                  THE ATTACHED  RIDER AND,  EXCEPT IN  INSTANCES  OF  ADDITIONAL
                  SENTENCES OR PARAGRAPHS BEING ADDED AT THE END OF A SECTION OR
                  PARAGRAPH, ARE INDICATED IN THE TEXT BY AN UNDERSCORING OF THE
                  LINE  NUMBER  IN  THE  RIGHT-HAND  MARGIN  OF THE  LINE  BEING
                  CHANGED.  ADDITIONAL  LANGUAGE IS INSERTED  EITHER IN PLACE OF
                  DELETED  LANGUAGE  OR AFTER AN  UNDERSCORED  WORD,  EXCEPT  AS
                  OTHERWISE NOTED ABOVE.





<PAGE>
         THIS LEASE dated as of this 15th day of September,  1997 by and between
ARIZONA MILLS L.L.C., a Delaware limited liability company, the address of which
is 200 East Long Lake Road, P.O. Box 200, Bloomfield Hills,  Michigan 48303-0200
(hereinafter  referred to as "Landlord"),  and TOYS INTERNATIONAL,  a California
corporation,  the address of which is 550 Rancheros Drive, San Marcos,  CA 92069
(hereinafter referred to as "Tenant"). All payments, documents, notices, and any
other item to be  transmitted  to Landlord  shall be  transmitted  to Landlord's
principal place of business at the address set forth in this paragraph.

                                   DATA SHEET

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

         (1)     Section 1.1:                    Description of Leased Premises:

                 Store number:  689,  consisting of approximately seven thousand
                 one  hundred  three  (7,103)  square  feet of floor as shown on
                 Exhibit "A".

         (2)     Section 1.2:                              Term:

                 Commencement Date:
                 The earlier of (i) the later of (a) the Grand  Opening,  or (b)
                 the  date of the  expiration  of a thirty  (30)  day  Fixturing
                 Period following the Delivery of Possession Date (as defined in
                 Section  3.2),  or  (ii)  the  date  the  Leased  Premises  are
                 initially open for business to the public.

                 Original Term:  Five (5) years

                 Option Period:  One (1) of five (5) years

         (3)     Section 2.1:  Minimum Rent:

                 Original Term:
                 From  the   Commencement   Date  and  continuing   through  the
                 expiration  of the  Original  Term,  the  sum  of  One  Hundred
                 Sixty-Three  Thousand  Three Hundred  Sixty-Nine  and 00/100ths
                 Dollars  ($163,369.00)  annually ($23.00 psf), payable in equal
                 consecutive  monthly  installments  of  Thirteen  Thousand  Six
                 Hundred Fourteen and 08/100ths Dollars ($13,614.08) each;

                 Option Period:
                 Beginning  with the first  (1st) year of the Option  Period and
                 continuing through the expiration of the Option Period, the sum
                 of One Hundred Ninety-One Thousand Seven Hundred Eighty-One and
                 00/100ths Dollars ($191,781.00)  annually ($27.00 psf), payable
                 in equal consecutive  monthly  installments of Fifteen Thousand
                 Nine Hundred  Eighty-One  and  75/100ths  Dollars  ($15,981.75)
                 each.

         (4)     Section 2.2:                              Percentage Rent:

                 Original Term:
                 From  the   Commencement   Date  and  continuing   through  the
                 expiration  of  the  Original  Term,  five  percent  (5%)  (the
                 "Percentage  Factor")  of Gross  Sales made during each year in
                 excess of Three Million Two Hundred Sixty-Seven  Thousand Three
                 Hundred Eighty and 00/100ths Dollars  ($3,267,380.00)  ($460.00
                 psf) (the "Sales Break Point").

                                       26
<PAGE>
                 Option Period:
                 Beginning  with the first  (1st) year of the Option  Period and
                 continuing  through the expiration of the Option  Period,  five
                 percent  (5%) (the  "Percentage  Factor")  of Gross  Sales made
                 during  each  year in  excess of Three  Million  Eight  Hundred
                 Thirty-Five  Thousand Six Hundred Twenty and 00/100ths  Dollars
                 ($3,835,620.00) ($540.00 psf) (the "Sales Break Point").

         (5)     Section 2.4:     Security Deposit:                       None

          (6) Section 3.2:  Tenant  Inducement:  Fifty  Thousand  and  00/100ths
     Dollars ($50,000.00)

         (7)     Section 4.1:                              Permitted Use:

                 Tenant  shall  use the  Leased  Premises  for the use set forth
                 below and for no other purpose:  for the sale, at discount,  of
                 toys and toy-related  merchandise.  Apparel and books shall not
                 exceed fifteen percent (15%) of sales each.

                 Trade Name: Toy Co.

          (8) Section 13.2:  Fund  Contribution:  $2.00 per square foot of floor
     area in the Leased Premises Grand Opening Fee (Initial Contribution): $2.00
     per square foot of floor area in the Leased Premises

          (9)  Temporary  Charges:  $1.00 per  square  foot of floor area in the
     Leased Premises

         (10)    Chargebacks:  N/A

         (11)    Guarantor:          Play Co. Toys and Entertainment Corporation
                Address:               550 Rancheros Drive, San Marcos, CA 92069



<PAGE>
                                    ARTICLE I

                                 GRANT AND TERM

         Section 1.1 Leased Premises. (a) Landlord, in consideration of the rent
to be paid and the  covenants to be  performed by Tenant,  does hereby lease and
demise to Tenant,  and Tenant  hereby rents and hires from Landlord for the term
herein set forth,  the Leased  Premises  which area is described as set forth in
the Data Sheet attached hereto, in the retail development  designated as Arizona
Mills  or by such  other  name  as  Landlord  may  from  time to time  hereafter
designate  (hereinafter "Retail  Development").  The term "State" as used herein
shall  mean the State of  Arizona.  For all  purposes  in this  Lease,  a "Major
Tenant" is any  occupant of more than twenty  thousand  (20,000)  square feet of
floor area in the  Retail  Development.  It is agreed  that,  wherever  the term
"Shopping Center" is used herein, it shall mean the Retail Development excluding
the areas occupied by Major  Tenants,  except as otherwise  specifically  stated
herein.  Exhibit  "A",  page 1, sets  forth  the  general  layout of the  Retail
Development.  Landlord does not warrant or represent that the Retail Development
or the Leased  Premises will be constructed  exactly as shown thereon or that it
will be completed by a specific date. Notwithstanding anything contained in this
Lease to the contrary,  Landlord shall have the right, at any time and from time
to time,  without  notice to or  consent of  Tenant,  and  without in any manner
diminishing  Tenant's  obligations  under this  Lease,  to make  alterations  or
additions to, and build  additional  stories on the building in which the Leased
Premises  are  located  and to build  adjoining  the same,  to  construct  other
buildings and  improvements of any type in the Retail  Development or the common
areas,  or any part thereof,  including the right to locate and/or erect thereon
permanent or temporary kiosks and structures, to enlarge the Retail Development,
and to make  alterations  therein  or  additions  thereto,  to  build  adjoining
thereto,  to construct  decks or elevated  parking  facilities and free standing
buildings within the parking lot areas of the Retail Development,  and to change
the size,  location,  elevation  and  nature of any of the  stores in the Retail
Development  or the common  areas,  or any part thereof.  In the event  Landlord
elects to enlarge the Retail  Development,  or any part thereof,  any additional
area may be included by Landlord in the definition of the Retail Development for
purposes of this Lease.  Landlord shall also have the general right from time to
time to include  within and/or to exclude from the defined  Shopping  Center any
existing  or future  areas and the floor area of the  Shopping  Center  shall be
accordingly  adjusted.  The premises  leased to Tenant are herein referred to as
the  "Leased  Premises".  The  approximate  location  of the Leased  Premises is
cross-hatched on the lease plan of the Retail Development  attachment hereto and
made a part hereof as Exhibit "A", page 2. This Lease of the Leased  Premises is
subject to all applicable building restrictions, planning and zoning ordinances,
governmental  rules and regulations,  existing  underlying leases, and all other
encumbrances,  covenants,  restrictions,  easements and agreements affecting the
Retail Development and the terms and provisions of certain master  declarations,
reciprocal  easement and operating  agreements now or hereafter  entered into by
Landlord.  Subject  to the  provisions  of Section  5.1,  Tenant  shall  enjoy a
non-exclusive  easement,  right and  privilege  for  Tenant  and its  customers,
employees  and  invitees  and  the  customers,  employees  and  invitees  of any
assignee,  sublessee,  concessionaire  or licensee of Tenant,  to use the common
areas of the Shopping Center,  with Landlord and the other tenants and occupants
of floor area with the Shopping Center and their respective customers, employees
and invitees.  Furthermore,  Landlord agrees that any additions,  alterations or
modifications  to the Shopping  Center by Landlord  shall not  adversely  affect
access to,or visibility of the Leased Premises and, except as otherwise provided
for herein,  Tenant shall retain  substantially  the same relative position with
respect to Major Tenants of the Shopping Center as of the Commencement Date.

                                       27
<PAGE>
     (b)  Landlord  shall have the right,  at any time prior to the  Delivery of
Possession Date (as defined  herein),  by written notice to Tenant,  to relocate
the Leased  Premises  in either  direction  (from side to side from the  outside
boundary of the Leased  Premises) by not more than forty feet (40'),  and,  upon
any such  relocation,  the size and  description of the Leased Premises shall be
appropriately modified to reflect any resulting  proportional  adjustment in the
Rent (as defined  herein) based upon the change in size of the Leased  Premises.
After the Delivery of Possession Date,  Landlord  reserves the right to relocate
Tenant (i) no more than once every five (5) year period of the term,  or (ii) if
required by the construction for a Major Tenant or redevelopment of the Shopping
Center.  Such  change in  location  will be upon not less than  ninety (90) days
prior written notice from Landlord to Tenant (the "Relocation  Period").  During
such Relocation Period, Landlord shall offer to Tenant such alternative location
(of  approximately  the same  floor  area)  which  will be  limited  to the area
outlined  and  marked  "Relocation  Zone"  on  Exhibit  "A",  page  3, as may be
available.  In the event the  parties  agree on a specific  location,  then this
Lease shall be amended by substituting the new location for the present location
and the square footage and Minimum Rent shall be proportionately  adjusted based
upon  the  change  in the  size  of the  Leased  Premises.  Landlord  shall,  at
Landlord's cost and expense,  complete the leasehold  improvements to the Leased
Premises in accordance with the working drawings originally approved by Landlord
with respect to Tenant's Work in the original  Leased  Premises and Tenant shall
relocate to the new location and, within fifteen (15) days after delivery of the
new premises,  open for business in the new premises.  In the event Landlord and
Tenant  are  unable  to agree  on an  alternative  location,  this  Lease  shall
terminate at the end of said 90-day  period.  In the event of such  termination,
Landlord  shall pay to Tenant  within  thirty (30) days  following the date that
Tenant  shall  have  vacated  the  Leased  Premises,  a sum  equal  to the  then
unamortized costs of Tenant's leasehold improvements which have been paid for by
Tenant,  such  amortization  to be on a straight  line  basis over the  original
stated term of the Lease,  provided Tenant shall furnish to Landlord such backup
information as Landlord may reasonably require.  Tenant shall deliver possession
of  the  Leased  Premises  to  Landlord  on or  before  the  termination  and/or
relocation date in "as is" condition,  subject to the provisions of Sections 3.5
and 17.1  hereof,  and subject to all  charges  which are due and owing or which
shall  accrue up to such date (which  charges  shall be paid to Landlord  within
thirty  (30) days of such date) and Tenant  shall be  released  from any and all
further obligations pursuant to this Lease accruing after such date with respect
to the vacated  premises;  however,  in the event of  relocation,  Tenant  shall
remain liable for all  obligations  accruing  under this Lease after the date of
such relocation.
<PAGE>
         (c)  The  square  footage  of the  Leased  Premises  (sometimes  herein
referred to as the "gross  leasable  floor area" or "GLA")  shall be measured as
defined in Exhibit "B". The actual square  footage in the Leased  Premises shall
be determined by Landlord's  architect.  The certificate of Landlord's architect
as to actual square footage shall be binding upon both parties hereto,  and such
determined  square  footage  shall be used in all  calculations  based on square
footage  throughout  this Lease. If the floor area determined in accordance with
the  preceding  sentence  varies by more than five  percent (5%) from the square
foot floor area  originally  set forth in the Data Sheet,  the Minimum  Rent set
forth in Section 2.1 hereof shall be adjusted by multiplying the Minimum Rent by
a fraction,  the numerator of which is the square foot floor area  determined by
Landlord's  architect and the denominator of which is the square foot floor area
originally  set forth in this  Section 1.1, and Tenant shall be obligated to pay
such Minimum Rent, as adjusted,  from the Commencement  Date, subject to further
adjustments as provided in this Lease. Each monthly installment  provided for in
Section 2.1 shall be  recomputed  and shall be that dollar  amount which results
from dividing the adjusted  Minimum Rent by twelve (12).  Any and all references
to the  Minimum  Rent (or the  monthly  installments  thereof)  shall be  deemed
references  to the  Minimum  Rent as computed by  application  of this  Section,
subject,  however,  to the adjustments  set forth  elsewhere in this Lease.  For
purposes of this Lease,  in  determining  the gross  leasable  floor area or the
gross leased and  occupied  floor area of the  Shopping  Center,  there shall be
excluded  therefrom  project areas and offices,  common areas and/or areas under
Landlord's  control (e.g.,  electrical/utility  room, etc.). The exterior walls,
roof,  storefront  and the area  beneath  the Leased  Premises  are not  demised
hereunder,  and the use thereof,  together with the right to install,  maintain,
use,  repair and replace pipes,  ducts,  conduits,  wires,  tunnels,  sewers and
structural  elements leading through the Leased Premises in locations which will
not  materially  interfere  with Tenant's use thereof and serving other parts of
the Retail  Development,  is hereby reserved to Landlord.  Landlord  reserves an
easement above Tenant's  finished  ceiling or light line to the roof for general
access purposes and in connection  with the exercise of Landlord's  other rights
under this Lease.

         Section 1.2 Term.  The term of this Lease (the  "Term")  shall be for a
period  commencing  on the  Commencement  Date (as  defined  in the  Data  Sheet
hereof),  and expiring at 11:59 p.m. local time on the final day of the month in
which the Term  expires or other  specified  date as set forth in the Data Sheet
(the  "Expiration  Date"),  unless  sooner  terminated  in  accordance  with the
provisions  thereof and shall  include any option or extended  period.  The term
"full year"and "year" as used in this Section shall mean consecutive  periods of
twelve (12) months each  following the  Commencement  Date.  For all purposes of
this Lease,  the term "Lease Year" shall have the following  meaning:  the first
Lease Year shall be a period beginning with the Commencement  Date and ending on
the 31st of December next following the  Commencement  Date, and after the first
Lease  Year,  the term  Lease Year  shall  mean a fiscal  period of twelve  (12)
consecutive  calendar  months  commencing  on January 1 of each  calendar  year,
except that the last Lease Year shall  terminate  on  Expiration  Date or sooner
termination of this Lease. If the Leased Premises are not delivered to Tenant on
or before the expiration of thirty-six  (36) months after the date of Landlord's
execution of this Lease,  then either party may cancel and terminate  this Lease
upon sixty (60) days prior written  notice to the other,  in which event neither
party shall have any further  obligation  or liability  to the other;  provided,
however,  that if Landlord has commenced  construction  of the Shopping  Center,
then  Tenant  shall not be  permitted  to  terminate  in the  foregoing  manner.
Following the  Commencement  Date,  Landlord may submit to Tenant a Commencement
and  Expiration  Date  Declaration  in the form attached  hereto as Exhibit "F",


                                       28
<PAGE>
specifying  the  information  called for in said form,  and Tenant shall execute
such  Declaration  within thirty (30) days following  submission for purposes of
certifying such information;  provided,  however, that the Declaration shall not
be rendered ineffective by Tenant's failure to execute same. If the Commencement
Date is not the  first day of a month,  Minimum  Rent for the month in which the
Commencement  Date occurs  shall be prorated to the end of the month and paid as
the second  monthly  installment  of  Minimum  Rent on the first day of the next
month and,  after the  expiration  of the number of years on the Term,  the Term
shall expire on the last date of the same month in which the  Commencement  Date
occurred, it being the intention of the parties that the Term expire on the last
day of the month.  Neither this Lease nor the  obligations  of Tenant  hereunder
shall be affected by a  postponement  and  Landlord  shall not be subject to any
liability for failure to make possession of the Leased Premises available on the
Commencement Date. When the Commencement Date has been determined,  Landlord and
Tenant shall execute,  acknowledge and deliver a written statement in recordable
form  specifying the  Commencement  Date and expiration date of the Term and, if
there shall have been any changes in the floor area of the Leased Premises, such
statement shall reflect such changes. Said statement upon execution and delivery
shall be deemed to be part of this Lease.

         Section  1.3  Opening.  Tenant  covenants  and agrees to  complete  its
construction  within the Leased  Premises in accordance  with the  provisions of
this Lease,  to satisfy  the  requirements  for  issuance  of a  certificate  of
acceptance  pursuant to Exhibit  "D",  and to open its store for business to the
public not later than the  Commencement  Date.  Notwithstanding  the  foregoing,
Landlord hereby  notifies Tenant that the anticipated  date of the grand opening
of the Shopping  Center (the "Grand  Opening") is November 20, 1997,  and Tenant
shall be  obligated to open its store for business to the public on such date or
such  other  date as  Landlord  may  establish  from  time to time for the Grand
Opening upon written notice to Tenant.

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




<PAGE>
                                   ARTICLE II

                                RENT AND DEPOSIT

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

         Section  2.2.  Percentage  Rent.  (a) During  and for each Lease  Year,
Tenant  shall  pay  annual  percentage  rent  ("Percentage  Rent")  equal to the
Percentage  Factor (see Data Sheet)  multiplied by all "Gross  Sales"  resulting
from  business  conducted in, on or from the Leased  Premises  during such Lease
Year in excess of the amount of Gross  Sales set forth in the Data Sheet  (which
sum is herein called the "Sales Break Point").  For purposes of computing annual
Percentage  Rent the Sales Break Point for any Lease Year shall be calculated as
follows:  each Sales Break Point which was effective  during any such Lease Year
shall be multiplied by a fraction,  the numerator of which is the number of days
in the Lease Year that such Sales Break Point was effective and the  denominator
of which is the actual  number of days in such Lease Year (herein the  "Adjusted
Sales Break Point") and the sum of the Adjusted  Sales Break Points shall be the
Sales  Break  Point for such Lease  Year.  "Gross  Sales" is defined to mean the
total amount of the actual sales price,  whether for cash or  otherwise,  of all
sales of  merchandise  or services  arising out of or payable on account of (and
all other  receipts or amounts  receivable  whatsoever  with respect to) all the
business  conducted  in,  on, or from the  Leased  Premises  by or on account of
Tenant or any  sublessee,  assignee  or  concessionaire  of  Tenant  for cash or
otherwise,  including all orders for merchandise taken from or filled at or from
the Leased Premises,  including all deposits not refunded to customers. A "sale"
shall be deemed to have been  consummated,  for purposes of this Lease,  and the
entire  amount of the sale price shall be included in Gross Sales,  at such time
as (i) the transaction is initially reflected in the books or records of Tenant,
or any sublessee,  assignee or  concessionaire of Tenant, or (ii) Tenant or such
other  entity  receives  all or any  portion  of the sales  price,  or (iii) the
applicable  goods or services are  delivered to the  customer,  whichever  first
occurs, irrespective of whether payment is made in installments, the sale is for
cash or credit or  otherwise,  in a cash  register  or cash  registers  having a
cumulative  total,  which shall be sealed in a manner  approved by Landlord  and
which shall possess such other features as shall be required by Landlord.  There
shall be no  deduction  allowed for direct or indirect  discounts,  rebates,  or
other reductions on sales,  unless generally  offered to the public on a uniform
basis.  Tenant may exclude from Gross Sales sales to employees at a discount not
available to the general public, bad debts when written off the books of Tenant,
and  credit  card  charges  provided,  however,  that  in  the  aggregate,  such
exclusions  do not exceed  three  percent (3%) of Gross Sales in any Lease Year.
Tenant may also exclude from Gross Sales any transfer of goods between  Tenant's
other stores,  and returns to shippers or manufacturers.  The term "Gross Sales"
shall also exclude  proceeds from any sales tax,  gross  receipts tax or similar
tax, by whatever name called which are separately  stated and in addition to the
purchase  price,  refunds  given to customers for  merchandise  purchased at the
Leased  Premises and returned or exchanged,  and sales of Tenant's  fixtures and
equipment  not  in  the  ordinary   course  of  Tenant's   business.   The  term
"merchandise"  as used in this Lease shall  include food and beverages if Tenant
is permitted to sell such items pursuant to Section 4.1 hereof.

                                       29
<PAGE>
     (b) Tenant  shall  keep at the Leased  Premises  or at  Tenant's  executive
offices  within the  continental  United States a full and accurate set of books
and records adequately showing the amount of Gross Sales in each Lease Year. The
books and records to be kept by Tenant shall include,  without  limitation,  (i)
cash register  tapes,  including tapes from temporary  registers;  (ii) serially
pre-numbered  sales slips;  (iii) detailed original records of any exclusions or
deductions from Gross Sales; (iv) sales tax records; and (v) such other records,
if any, which would normally be examined by an independent  accountant  pursuant
to accepted  auditing  standards in performing an audit of Tenant's sales.  Such
books and records shall be kept in accordance with generally accepted accounting
principles  and  practices  and shall be  retained by Tenant for a period of not
less than two (2) years  following  the end of the Lease Year to which they have
reference.  When and as  Landlord  may  reasonably  require,  Tenant  shall also
furnish to Landlord any and all statements, information, and copies of sales and
income tax reports and returns  which  separately  show  financial  data for the
Leased  Premises,  and inventory  records and other data evidencing Gross Sales.
Within five (5) days following the end of each calendar month of the term hereof
Tenant shall  submit to Landlord an unaudited  statement of Gross Sales for such
calendar month.  All Gross Sales statements to be supplied by Tenant to Landlord
shall be in such form and with such detail as Landlord  shall deem  necessary or
desirable.  Within  twenty  (20)  days  following  the end of the month in which
Tenant's  Gross Sales for the Lease Year to date  exceed the Sales Break  Point,
and each month  thereafter,  Tenant  shall pay to Landlord  Percentage  Rent and
shall submit to Landlord a statement certified by Tenant setting forth the Gross
Sales for each such period.  Within forty-five (45) days after the close of each
Lease  Year,  Tenant  shall  furnish to  Landlord a  statement  certified  by an
authorized  representative  or  financial  officer of Tenant  setting  forth the
amount  of Gross  Sales  during  such  Lease  Year and  showing  the  amount  of
Percentage  Rent  required  to be paid by Tenant for such Lease  Year.  The full
amount of Percentage Rent due shall be paid to Landlord no later than sixty (60)
days after the end of each Lease Year and any excess  Percentage Rent paid shall
be credited  against  Tenant's next due Percentage Rent payment,  except for the
final  Lease Year of the Term,  when any  excess  shall be  refunded  to Tenant.
Landlord  and/or  Landlord's  auditor  shall  have the right,  at  anytime  upon
reasonable  notice and after ten (10) business  days, to inspect and/or to audit
the records of Tenant  relating to Gross  Sales.  If Gross  Sales  exceed  those
reported,  Tenant shall  immediately pay any deficiency in Percentage Rent owing
to Landlord.  If Gross Sales vary from those  reported by three  percent (3%) or
more,  Tenant shall pay Landlord's  cost of inspection and audit. If Gross Sales
vary from those  reported by (i) five  percent (5%) or more in any one (1) Lease
Year,  or (ii) three percent (3%) or more for any two (2) Lease Years out of any
five (5) Lease Years, then Landlord shall have the right, at its sole option, to
terminate this Lease,  with Tenant remaining liable for sums due and owing under
this Lease for the  balance of the term as  originally  set forth in Section 1.2
hereof.  Tenant  agrees in the event  Tenant  shall fail to timely  submit Gross
Sales statement as required by this Section 2.2(b), Tenant shall pay on demand a
late fee of  Fifty  and  00/100ths  Dollars  ($50.00)  per  late  statement,  as
additional rent.




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

         (d) The parties hereto  understand and agree that the Percentage Factor
specified in subparagraph (a) above for the purpose of computing Percentage Rent
has  been  determined  based  on  Tenant's  representation  that  it  will  sell
substantially  all  merchandise  from the Leased  Premises at  discount  prices,
namely  prices  that are at least  thirty  percent  (30%)  less than the  prices
charged by a majority of other retailers in the  metropolitan  area in which the
Shopping  Center  is  located  who  sell  the  same  or  substantially   similar
merchandise at full retail markup.  Tenant hereby  acknowledges  that Tenant has
represented to Landlord that it will operate its business in the Leased Premises
as one of the following:  (i) a factory direct outlet; or (ii) a discounter;  or
(iii) an off-price operation, selling all its merchandise at discount prices (as
herein  defined),  and that such  representation  was a material  inducement for
Landlord  to enter  into this  Lease  with  Tenant on the  rental  terms  herein
contained,  which rental provisions are predicated on the typically lower profit
margins of such businesses,  as compared to those selling at full retail markup.
Within  forty-five  (45) days  after the end of each  Lease  Year  Tenant  shall
provide (together with the annual Gross Sales statement) reasonable  information
that Tenant has sold  substantially  all its merchandise at discount prices on a
continuous  basis.  Landlord  may, at its  option,  at any time and from time to
time, obtain an independent study and review of the prices charged by Tenant and
the prices  charged by the  majority of retailers  in the  metropolitan  area in
which the Shopping Center is located who sell the same or substantially  similar
merchandise as that sold in the Leased  Premises  (herein  "Study").  If a Study
reveals  that  Tenant is failing or failed to sell its  merchandise  at discount
prices on a continuous  basis,  Tenant shall pay  Landlord's  costs and expenses
incurred for such Study.

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

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<PAGE>
     Section 2.4. Security Deposit.  The amount set forth in the Data Sheet as a
security  deposit is payable by Tenant to Landlord  upon  Tenant's  execution of
this Lease,  which sum shall be held by Landlord as security against any default
by Tenant in the performance of the covenants, conditions and agreements of this
Lease. The deposit may, at Landlord's option, be applied by Landlord against any
default in any of the terms,  provisions,  or conditions of this Lease. Landlord
shall not be obligated to keep such security deposit in a separate fund, but may
commingle  the security  with its own funds.  A  mortgagee-in-possession  of the
Leased Premises, or any interest therein,  through public or private foreclosure
or the  acceptance of a deed in lieu thereof,  shall have no liability to Tenant
for the return of all or any portion of the  deposit,  unless,  and then only to
the extent that, such mortgagee has  acknowledged  receipt of all or any portion
of Tenant's  deposit.  In the event Landlord  applies the deposit in whole or in
part against a default by Tenant, Tenant shall, upon demand by Landlord, deposit
sufficient  funds to maintain the security  deposit in the initial  amount.  The
failure of Tenant to maintain  the  security  deposit in the  initial  amount as
stated  shall  constitute  a  failure  to pay Rent and shall  carry  with it the
consequences set forth under Article XIV hereof. Upon the expiration of the term
hereof,  the  security  deposit,  if not  applied  toward the payment of Rent in
arrears or toward  the  payment of damages  suffered  by  Landlord  by reason of
Tenant's  breach of this Lease, is to be returned to Tenant,  without  interest,
except  as  provided  by law,  but in no event is such  security  deposit  to be
returned  until  Tenant has vacated the Leased  Premises,  delivered  possession
thereof to Landlord,  and fully satisfied Tenant's obligations under this Lease.
Notwithstanding  the acceptance by Landlord of Tenant's security  deposit,  this
Lease  shall not be deemed  effective  until the  Effective  Date (as defined in
Section 20.19).

         Section  2.5.  Late  Charge.  In the  event  any Rent or sums  required
hereunder to be paid are not received on or before the fifth (5th)  calendar day
after the same are due,  then,  for each and every late  payment,  Tenant  shall
immediately  pay, as additional  rent, a service  charge equal to the greater of
(a) Fifty  Dollars  ($50.00),  or (b) four  percent  (4%) per month of the total
receivable  balance of Tenant  outstanding.  In the event of Tenant's failure to
pay the foregoing late charge, Landlord may deduct said charge from the security
deposit described in Section 2.4 hereof.  The provisions herein for late payment
service  charges  shall not be  construed  to extend the date for payment of any
sums  required  to be paid by  Tenant  hereunder  or to  relieve  Tenant  of its
obligation  to pay  all  such  sums  at the  time or  times  herein  stipulated.
Notwithstanding  the  imposition  of such late charges  pursuant to this Section
2.5, Tenant shall be in default under this Lease if any or all payments required
to be made by Tenant are not made on or before the time due and as stipulated in
Article  XIV, and neither the demand for, nor  collection  by,  Landlord of such
late payment service charges shall be construed as a cure of such default on the
part of Tenant.  It is agreed that the said late charge is a fair and reasonable
charge under the  circumstances and shall not be construed as interest on a debt
payment. In the event any charge imposed hereunder or under any other section of
this  Lease is  neither  stated to be or  construed  as  interest,  then no such
interest  charge shall be  calculated at a rate which is higher than the maximum
rate which is allowed  under the usury laws of the State,  which maximum rate of
interest shall be substituted for the rate in excess thereof,  if any,  computed
pursuant to this Lease.

                                   ARTICLE III

                         PREPARATION OF LEASED PREMISES

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

                                       31
<PAGE>
         Section 3.2.  Delivery and  Possession.  (a)  Landlord,  or  Landlord's
supervising  architect,  shall give Tenant at least ten (10) days' prior written
notice of the date on which Landlord's Work will be  substantially  completed in
accordance  with  Exhibit "C" to the extent that Tenant shall be able to perform
its  work in the  Leased  Premises  without  substantial  interference  from the
conduct of Landlord's  Work,  and the Leased  Premises will be available for the
performance  of Tenant's  Work.  The date which is ten (10) days after  Landlord
notified  Tenant of  delivery  of  possession  of the Leased  Premises  shall be
defined as the  "Delivery of Possession  Date"  provided,  however,  that in the
event the Shopping Center shall have initially  opened for business prior to the
Commencement Date, then the foregoing notice requirement shall  automatically be
deemed to be reduced to a five (5) day notice requirement.  Tenant covenants and
agrees to take  physical  possession  of the Leased  Premises on the Delivery of
Possession Date. The Delivery of Possession Date shall be subsequently confirmed
by Landlord, or Landlord's supervising  architect,  by written notice to Tenant.
Failure of Landlord to deliver possession of the Leased Premises within the time
and in the condition  provided for in this Lease will not give rise to any claim
for damages by Tenant against  Landlord or permit Tenant to rescind or terminate
this Lease.

         (b) Provided  Tenant shall not interfere with the conduct of Landlord's
Work, and subject to Landlord's  reasonable  rules and  regulations,  Tenant may
enter the Leased  Premises  during  normal  working  hours  during the course of
Landlord's  Work for the purpose of  inspecting  the Leased  Premises and making
measurements.  At such  time  prior to the  Delivery  of  Possession  Date  that
Landlord's Work has progressed sufficiently to permit Tenant to perform its work
without  interfering  with  Landlord's  Work,  Landlord  may,  but  shall not be
required  to,  notify  Tenant of the same,  and Tenant may then enter the Leased
Premises in order to begin to install its store  fixtures and perform such other
work as may be required  under the  provisions of this Lease,  in order to ready
the store for  opening.  Throughout  the period of Tenant's  Work,  Tenant shall
schedule  its  work so as not to  interfere  with any work  being  performed  by
Landlord or by any other tenant in the Shopping Center.

     Section 3.3.  Tenant's Work. (a) Tenant agrees,  prior to the  Commencement
Date,  at Tenant's  sole cost and  expense,  to  diligently  perform all work of
whatever nature in accordance with Tenant's obligations set forth in Exhibit "D"
("Tenant's  Work") and all other  related  work  necessary  to  prepare  for the
opening to the public of Tenant's  store in the Leased  Premises  in  accordance
with the provision of this Lease. Tenant agrees to furnish to Landlord the Store
Design  Drawings  and Working  Drawings and  Specifications  with respect to the
Leased Premises  prepared in the manner and within the time periods  required in
Exhibit "D" attached  hereto.  If such Store Design Drawings or Working Drawings
and  Specifications  are not furnished by Tenant to Landlord within the required
time period(s) in form to permit approval by Landlord, then the Fixturing Period
(as  described in the Data Sheet) shall be reduced by one (1) day of each day of
delay by Tenant in submitting said plans, drawings and specifications.  Landlord
shall  exercise  reasonable  efforts to respond to drawings  and  specifications
submitted  by Tenant  pursuant  to this Lease  within  seven (7)  business  days
following Landlord's receipt of such drawings and specifications from Tenant. In
the event of  Landlord's  failure to respond  within such seven (7) business day
period, the Fixturing Period as described in the Data Sheet shall be extended by
one (1) day for each day of additional delay by Landlord. No material deviations
from the final plans and  specifications,  once  approved by Landlord,  shall be
permitted unless necessary to comply with applicable governmental  requirements.
Landlord's  approval of Tenant's Store Design  Drawings and Working  Drawing and
Specifications shall not constitute the assumption of such items.  Tenant's Work
shall include the installation of fixtures and equipment and the stocking of the
Leased  Premises  with  suitable  merchandise.  Tenant  covenants  that all such
fixtures  and  equipment  visible  to  customers  shall  be  new  and  otherwise
acceptable  to  Landlord  in  appearance.  In  addition  to  conforming  to  the
requirements specified in Exhibit "D", all work performed by Tenant shall comply
with such rules and  regulations as Landlord and its  representatives  may make,
provided that such rules and regulations are uniformly  applied to all similarly
situated Shopping Center tenants under  construction.  Unless Landlord otherwise


                                       32
<PAGE>
directs in writing, Tenant shall not open the Leased Premises for business until
all construction  has been completed  pursuant to the provisions of Exhibit "D".
It  is  further   understood  and  agreed  that:  (i)  Landlord  shall  have  no
responsibility  or  liability  whatsoever  for any loss of,  or damage  to,  any
fixtures,  equipment,  merchandise,  or  other  property  belonging  to  Tenant,
installed or left in the Leased Premises except to the extent resulting from the
negligence or intentional  acts of Landlord,  its agents or employees;  and (ii)
Tenant's  entry  upon  and  occupancy  of  the  Leased  Premises  prior  to  the
Commencement  Date  shall be  governed  by and  subject  to all the  provisions,
covenants and conditions of this Lease.  Tenant shall obtain,  at its sole cost,
and immediately  thereafter furnish to Landlord,  all certificates and approvals
with respect to work done and installations  made by Tenant that may be required
for the issuance of a certificate of occupancy of the Leased  Premises,  so that
such  certificate of occupancy  shall be issued and the Leased Premises shall be
ready for the opening of Tenant's  business on the  Commencement  Date. Upon the
issuance of the  certificate  of occupancy,  a copy thereof shall be immediately
delivered to Landlord.  Promptly upon the  completion of its work,  Tenant shall
repair,  clean and  restore  all  portions of the  Shopping  Center  affected by
Tenant's Work to their prior condition.

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

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

         Section 3.4.  Alterations by Tenant.  Tenant shall not make or cause to
be made any alterations,  repairs, additions or improvements in or to the Leased
Premises (for example,  but without  limiting the  generality of the  foregoing,
Tenant shall not install or cause to be installed any exterior signs or interior
signs visible from the exterior except as permitted by Section 4.3 hereof, floor


                                      33
<PAGE>
covering,  interior or exterior lighting, plumbing fixtures, shades, canopies or
awnings  or make  any  changes  to the  storefront,  mechanical,  electrical  or
sprinkler  systems) without the prior written consent of Landlord.  Tenant shall
submit to Landlord plans and specifications for such work at the time consent is
sought,  in accordance  with the criteria and  procedures as provided in Exhibit
"D". In the event  Landlord  grants such  consent,  such  alterations,  repairs,
additions or improvements  shall be performed in good and workmanlike manner and
in  accordance  with all  applicable  legal and insurance  requirements  and all
drawings or  specifications  approved by Landlord,  and in  accordance  with the
provisions  of this Lease,  including  the  provisions  of Section 3.3 governing
construction  of the Leased  Premises.  Any work  performed  by Tenant  shall be
subject to  Landlord's  inspection  and approval  after  completion to determine
whether the same  complies  with the  requirements  of this Lease.  Prior to the
commencement  of any such work by Tenant,  Tenant  shall  obtain  the  insurance
required in Section 8.2. Tenant agrees that Landlord shall have the right, at no
expense to  Landlord,  to require  Tenant to furnish  Landlord  with payment and
performance  bonds  guaranteeing  the  completion  of any repairs,  alterations,
additions or improvements  (structural or otherwise) required or permitted to be
performed by Tenant under any provisions of this Lease.  Tenant may from time to
time make non-structural  alterations to the Leased Premises, without Landlord's
prior  written  approval,  the total cost of which shall not exceed Ten Thousand
Dollars  ($10,000.00) in any year; provided,  however,  that Tenant shall not be
permitted to alter the sign or the storefront  without the prior written consent
of Landlord, and provided further that any such nonstructural  alterations shall
not change the overall appearance of the Leased Premises as originally  approved
by Landlord.

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

                                   ARTICLE IV

                               CONDUCT OF BUSINESS

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

                                       34
<PAGE>
         Section 4.2.  Operation of Business.  Tenant shall open for business in
the Leased  Premises  and remain open  during the entire  Term and  continuously
operate its business in the entire area of the Leased Premises during the entire
Term.  Tenant  shall  conduct  its  business  at all  times in a high  class and
reputable  manner,  maintaining,  at all times,  a full staff of employees and a
complete stock of merchandise.  Tenant shall install and maintain, at all times,
a display of merchandise in the display  windows (if any) of the Leased Premises
and shall keep the same well lighted  during all hours that the Shopping  Center
is  open  to the  public  and  during  such  other  hours  as may be  reasonably
designated  by Landlord,  but in no event more than one (1) hour after the close
of business.  In no event shall Tenant  conduct or advertise  any auction,  fire
sale,  going out of business  sale,  or  bankruptcy  sale in or about the Leased
Premises  without  Landlord's  prior  written  consent in each  instance,  which
consent may be withheld by Landlord in its sole and absolute discretion.  Tenant
shall conduct its business in the Leased Premises in a lawful manner and in good
faith during all days and hours  specified by Landlord.  Tenant shall not use or
allow the Leased Premises to be used for any improper,  immoral or objectionable
purposes, as determined by Landlord,  and Tenant shall not do any act tending to
injure the reputation of the Shopping Center as determined by Landlord.

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




<PAGE>
         Section  4.4.  Tenant's   Warranties.   Tenant  warrants,   represents,
covenants and agrees that,  in the  operation of its business  within the Leased
Premises,   Tenant  shall:  (a)  pay  before  delinquency  any  and  all  taxes,
assessments  and  public  charges  levied,  assessed  or imposed  upon  Tenant's
business,  or upon  Tenant's  fixtures,  furnishings  or equipment in the Leased
Premises, or upon any leasehold interest or personal property of any kind, owned
by or placed in or about the Leased Premises by Tenant or by anyone claiming by,
through or under Tenant, including,  without limitation, any transfer taxes, and
pay when and as due all  license  fees,  permit  fees and  charges  of a similar
nature on the  conduct  by Tenant or by anyone  claiming  by,  through  or under
Tenant,  including without  limitation,  any transfer taxes, and pay when and as
due all license fees, permit fees and charges of a similar nature of the conduct
by Tenant or any  subtenant or  concessionaire  of any  business or  undertaking
authorized hereunder to be conducted in or from the Leased Premises; (b) observe
all reasonable requirements promulgated by Landlord at any time and from time to
time relating to delivery vehicles, the delivery of merchandise, and the storage
and  removal  of trash and  garbage;  (c) not use any space  outside  the Leased
Premises for sale,  storage or any other  undertaking;  (d) not use the plumbing
facilities in the Leased Premises for any purpose other than that for which they
were constructed, nor dispose of any foreign substances therein; (e) not use any
advertising  medium or sound devices  inside or adjacent to the Leased  Premises
which  produce or transmit  sounds which are audible  beyond the interior of the
Leased  Premises;  (f) not permit any odor to emanate  from the Leased  Premises
which is  objected  to by  Landlord  or by any tenant or  occupant of the Retail
Development  (and, upon written notice from Landlord,  Tenant shall  immediately
cease and desist from  causing  such odor,  and Landlord may deem the failure by
Tenant to do so, a material breach of this lease);  (g) keep the Leased Premises
and any platform,  loading dock or service area used by Tenant in a neat, clean,
safe and sanitary  condition;  (h)  promptly  comply with all present and future
laws,   ordinances,   orders,   rules,   regulations  and  requirements  of  all
governmental  authorities having  jurisdiction,  and observe and comply with all
covenants and restrictions of record and all notices from Landlord's  mortgagee,
affecting or applicable to the Retail  Development or affecting or applicable to
the Leased Premises or the cleanliness,  safety,  occupancy and use of the same,
whether  or not any such law,  ordinance,  order,  rule,  regulation,  covenant,
restriction,  or other requirement is substantial, or foreseen or unforeseen, or
ordinary  or  extraordinary,   or  shall  necessitate   structural   changes  or
improvements,  shall interfere with the use or enjoyment of the Leased Premises,
or shall be directed to or imposed  upon Tenant or  Landlord,  and Tenant  shall
hold Landlord  harmless from any and all cost or expense on account  thereof (as
used in this Lease, the term "legal requirements" shall include the requirements
set forth in this  subparagraph);  (i) not use the parking  areas or  sidewalks,
common areas or any space on or about the Retail Development (outside the Leased
Premises) for display,  sale,  handbilling,  advertising,  solicitation,  or any
other similar undertaking; and (j) maintain and operate the heating, ventilating
and air conditioning system and equipment servicing the Leased Premises so as to
adequately  heat and cool the same and to maintain at all times,  whether or not
Tenant is open for business,  temperatures in the Leased Premises which will not
drain heat or  ventilation or air  conditioning  from the enclosed mall or other
interior  areas  into  the  Leased   Premises  and  shall  not  discharge  heat,
ventilation or air conditioning  from the Leased Premises into the enclosed mall
or other interior areas; and (k) be authorized to do business in the State.

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

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

                                       35
<PAGE>
         Section 4.7.  Notice by Tenant.  Tenant shall give immediate  notice to
Landlord in case of fire or accidents in the Leased Premises, or in the building
of which the Leased  Premises are part, or of defects therein or in any fixtures
or equipment.

     Section 4.8. Radius. During the term of this Lease, in the event Tenant, or
any person, firm or corporation who or which controls or is controlled by Tenant
(an  "Affiliate")  shall directly or  indirectly,  either  individually  or as a
partner  or  stockholder  or  otherwise,  own,  operate,  or become  financially
interested  in any business  similar to or in  competition  with the business of
Tenant  described  in Article  IV  ("competing  business"),  which  business  is
conducted within the Area (as said term is herein defined), then the Gross Sales
(as said term is defined in this Lease) of any such  competing  business  within
said Area  shall be  included  in  Tenant's  Gross  Sales  made from the  Leased
Premises and the Percentage  Rent hereunder shall be computed upon the aggregate
of Tenant's  Gross Sales made from the Leased  Premises  and made from each such
competing business then conducted within said Area. Tenant shall be obligated to
provide Landlord with full and complete Gross Sales information and reports with
respect  to any  competing  business  within  the  Area in  accordance  with the
requirements  of  Article  II of this Lease and  Tenant  shall be  obligated  to
include the applicable  portion of the Gross Sales of such competing business in
with the Gross Sales of the Leased  Premises and to pay Percentage  Rent thereon
in accordance  with the terms of this Lease.  The "Area" shall be defined as the
area  falling  within the radius of  twenty-five  (25) miles  measured  from the
outside boundary of the Retail Development.  This Section 4.8 shall not apply to
any  competing  business  which is open and is being  operated  by  Tenant or an
Affiliate  within  said Area on the  Effective  Date (as said term is defined in
Section 20.19).

                                    ARTICLE V

                                   COMMON AREA

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


                                       36
<PAGE>
thereof.  Landlord agrees to maintain all common areas of the Shopping Center in
good order,  condition  and repair and in a safe,  clean,  sightly and  sanitary
condition,  in accordance with good and accepted shopping center practices.  The
maintenance  obligations  of Landlord  shall include,  without  limitation,  the
re-striping  of parking  areas,  when  required,  repairing  of common areas and
adequate  lighting of all  exterior  common  areas  during all hours of darkness
during which Tenant shall be open for business and for one (1) hour thereafter.

     Section 5.2. Common Area Maintenance Expenses.  (a) Tenant agrees to pay to
Landlord  each  Lease  Year,  in  the  manner  hereinafter  provided,   Tenant's
proportionate  share of all costs and expenses  (the  "Common  Area  Maintenance
Expenses")  of every kind and nature paid or incurred by Landlord,  or for which
Landlord  is  obligated,  during  each Lease  Year,  for  operating,  equipping,
policing and protecting,  heating,  air conditioning,  providing  sanitation and
sewer  and  other  services,  lighting,  insuring,   repairing,   replacing  and
maintaining  (i) the common  areas,  and (ii) all buildings and roofs within the
Retail Development,  and (iii) all other areas, facilities and buildings used in
connection with the maintenance  and/or operation of, and whether located within
or outside of, the Retail Development,  including without limitation,  all roads
and driveways serving the Retail Development which are maintained or repaired by
Landlord or at Landlord's  expense.  The Common Area Maintenance  Expenses shall
include,  but are not limited to,  costs and expenses of:  water,  gas,  sewage,
electricity,  refuse  disposal,  air  conditioning,  heating and other utilities
(without  limitation),   including  all  usage,  service,  hook-up,   connection
availability  and/or standby fees or charges pertaining to same, and the utility
costs;  illumination  and  maintenance of signs,  whether  located on or off the
Retail Development property; salaries of all management personnel;  maintenance,
repair and  replacement  of  directories,  electronic  or  otherwise,  cleaning,
lighting,  snow removal and  landscaping;  security control and fire protection;
uniforms for maintenance,  administrative  and security personnel for the Retail
Development;  management  fees;  maintenance for wooded areas,  retention ponds,
wetlands,  rivers and  riverbank  areas;  premiums  for  insurance to the extent
maintained by Landlord, for liability,  casualty and property damage, including,
without limitation,  insurance against vandalism, plate glass breakage, fire and
extended  coverage  insurance and such other coverage as determined by Landlord,
and liability for defamation  and claims of false arrest  occurring in and about
such areas; personal property taxes; maintaining and replacing the equipment, if
any;  supplying  music to such areas;  the reasonable  depreciation of equipment
used in the operation and  maintenance  of such areas;  total  compensation  and
benefits (including premiums for workers' compensation and other insurance) paid
to or on behalf of persons involved in the performance or  administration of the
work  specified in this Section 5.2;  repair,  maintenance  and cleaning of such
areas;  costs and expenses  for water and sewage  usage in the Shopping  Center;
operation,  repair, maintenance and reasonable depreciation of all temporary and
permanent  utility  systems  for  the  Retail  Development,  including,  without
limitation,  heating,  ventilating and air conditioning  systems (HVAC systems),
gas system(s), plumbing system(s); electrical equipment and irrigational pumping
system(s);   operation,  repair,  maintenance  and  reasonable  depreciation  of
emergency  water and  sprinkler  main  system(s) and security  alarm  system(s);
operation, maintenance, repair and replacement of mechanical equipment including
any automatic door openers, elevators,  escalators, lighting fixtures (including
replacement of poles,  tubes and bulbs) and all other items of equipment used in
connection with such areas; paper supplies in restrooms located in or about such
areas; cleaning, lighting, striping and landscaping,  curbs, gutters, sidewalks,
drainage and irrigation ditches,  conduits,  pipes and canals serving the Retail
Development;  and there shall also be added to the foregoing  costs and expenses
an amount  equal to  fifteen  percent  (15%) of the total of all of the  ongoing
costs and expenses as Landlord's  administrative  fee. As stated throughout this
Lease, whenever Tenant is obligated to pay its "proportionate share", such share
shall be based on gross leased and occupied  floor area in the Shopping  Center,
and Tenant's  proportionate share shall be that fraction, the numerator of which
is the total  square  footage  of floor  area in the  Leased  Premises,  and the
denominator  of which is the total  square  footage of gross leased and occupied
floor area  (including  the Leased  Premises)  in the Shopping  Center.  As used
throughout this Lease,  the "gross leased and occupied floor area" in effect for
the  whole of any Lease  Year  shall be the  average  of the  gross  leased  and
occupied  floor area in effect on the first day of each  calendar  month in such
Lease Year.




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

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

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

                                   ARTICLE VI

                             REPAIRS AND MAINTENANCE

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

                                       37
<PAGE>
     Section 6.2. Repairs and Maintenance by Tenant.  (a) Except for the repairs
and  maintenance  that  Landlord is  specifically  obligated  to make or perform
pursuant  to Section  6.1 above,  throughout  the entire  Term,  Tenant,  at its
expense,   shall  promptly  make  all  repairs  and   replacements  and  perform
maintenance in and to the Leased Premises and all equipment and fixtures therein
or  appurtenant  thereto,  that are  necessary or desirable in order to keep the
Leased  Premises  in good  order,  condition  and repair and in a safe,  dry and
tenantable condition.  Without limiting the generality of the foregoing, Tenant,
at its expense,  shall maintain and promptly make any and all necessary  repairs
to or replacements  of: (i) that portion of any pipes,  lines,  ducts,  wires or
conduits  (whether  contained  within or outside the Leased  Premises) which are
installed  by Tenant or that  exclusively  serve the Leased  Premises;  (ii) the
glass windows,  plate glass doors, and all fixtures or appurtenances composed of
glass that are located in or about the Leased  Premises;  (iii) Tenant's  signs;
(iv) the floors and floor coverings,  doors and door frames,  windows and window
frames,  walls,  storefront,  including  security gates,  grilles or enclosures,
locks and closing devices,  partitions and ceilings in the Leased Premises;  (v)
heating,  ventilating,  air  conditioning,  electrical  and  plumbing  system(s)
equipment and fixtures (whether contained within or outside the Leased Premises)
which are installed by Tenant or which  exclusively  serve the Leased  Premises;
and (vi) the Leased  Premises or any part of the  Shopping  Center when  repairs
thereto are  necessitated  by any act or omission  (negligent  or  otherwise) of
Tenant or any of Tenant's  agents,  employees or invitees,  or by the failure of
Tenant to perform any of its obligations under this Lease.  Notwithstanding  the
foregoing,   Landlord   shall  be  responsible   for  repairs  and   maintenance
necessitated  by the negligence or intentional  acts of Landlord,  its agents or
employees. Notwithstanding any contrary provision of this Article VI, Tenant, at
its  expense,  shall make any and all  repairs to the Leased  Premises as may be
necessitated by any break-in,  forcible entry or other trespass into or upon the
Leased Premises, regardless of whether or not such entry and damage is caused by
the  negligence  or fault of Tenant or occurs  during or after  business  hours.
Tenant, at its expense,  shall change all air conditioning filters at least five
(5) times per year and shall  have the air  conditioning  system  professionally
inspected and generally serviced at least twice per year.

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

         (c) Tenant agrees that  Tenant's use of  electrical  current will at no
time exceed the  capacity of the  electric  distribution  system and that Tenant
will not make any alteration or addition to Tenant's  electrical  system without
Landlord's  prior written consent.  If Tenant installs any electrical  equipment
that  overloads  the  electrical  lines in the  Leased  Premises  or the  Retail
Development,  Tenant shall,  at Tenant's  sole cost and expense,  be required to
make whatever changes to such electrical equipment and in electric wiring in the
Leased Premises (but only after obtaining Landlord's written approval) as may be
necessary  in  order to  remedy  such  overloading  and in  compliance  with all
insurance and legal  requirements.  All changes required to be made hereby shall
result in the continued  conformance with the provisions of Exhibit "D" and this
Lease.

                                       38
<PAGE>
         (d) If Tenant  refuses or  neglects  to  properly  maintain  the Leased
Premises,  or to commence or to complete repairs promptly and adequately,  or if
Landlord  finds it  necessary  to make any  repairs  or  replacements  otherwise
required to be made by Tenant,  then  Landlord may,  after notice to Tenant,  in
addition to all other  remedies,  but  without  obligation  to do so,  enter the
Leased  Premises  and proceed  forthwith  to have such  maintenance,  repairs or
replacements  made and Tenant  shall pay to Landlord,  on demand,  the costs and
expenses  therefor  plus a charge of  fifteen  percent  (15%) of such  costs and
expenses.

                                   ARTICLE VII

                                      TAXES

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

         Section 7.2. Method of Payment.  Tenant's  proportionate share of Taxes
shall be paid, in advance, in monthly installments on or before the first day of
each calendar month, in an amount  estimated by Landlord.  Following  receipt of
all bills for Taxes  attributable to any calendar or fiscal year during the term
hereof,  Landlord  shall furnish  Tenant with a written  statement of the actual
amount of Tenant's  proportionate  share of Taxes for such year. If any bill for
any such Taxes is not available,  Landlord will estimate the amount of such Tax.
If the total  amount paid by Tenant  hereunder  for any  calendar or fiscal year
during the Term shall be less than the  actual  amount due from  Tenant for such
year, as shown on such  statement,  Tenant shall pay to Landlord the  difference
between the amount paid by Tenant and the actual amount due, such  deficiency to
be paid within  thirty (30) days after demand  therefor by Landlord;  and if the
total amount paid by Tenant hereunder for any such calendar or fiscal year shall
exceed such actual  amount due from Tenant for such year,  such excess  shall be
credited  against  the next  installment  of Taxes due from  Tenant to  Landlord
hereunder.  For the calendar or fiscal years in which this Lease  commences  and
terminates, Tenant's liability for its proportionate share of any Taxes for such
years shall be subject to a pro rata  adjustment  based on the number of days of
said calendar or fiscal years during which the Term is in effect.  A copy of any
such bill for Taxes shall at times be sufficient evidence of the amount of Taxes
assessed or levied against the property to which such bill relates.  Prior to or
at the  Commencement  Date and from time to time hereafter  throughout the Term,
Landlord  shall  notify  Tenant in writing of  Landlord's  estimate  of Tenant's
monthly installments due hereunder.  Tenant's obligations under this Article VII
shall survive the expiration or sooner termination of this Lease.

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<PAGE>
         Section 7.3. Sales and Rent Tax. Tenant,  and not Landlord,  shall pay,
when due and payable, any state, county or city sales tax, transaction privilege
tax, and any other sales,  excise, use, rental or occupancy tax now or hereafter
levied or assessed upon or payable by virtue of the Minimum  Rent,  the Rent, or
any item of  additional  rent  reserved  hereunder or any other  payment made or
other consideration given by Tenant under this Lease and classified as rental by
taxing authority.  Should the appropriate taxing authority require that any such
tax be  collected  by  Landlord  for or on behalf of such taxing  authority,  or
should such tax be imposed on Landlord, then such tax shall be paid by Tenant to
Landlord, monthly, as additional rent, together with the payment of Minimum Rent
or, at the option of Landlord,  in accordance  with the terms of any notice from
Landlord to Tenant to such effect.

                                  ARTICLE VIII

                       INSURANCE, INDEMNITY AND LIABILITY

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

     Section 8.2.  Tenant's  Insurance  Obligations.  (a) Provided Tenant is the
Tenant  named on the Cover Page  hereof  and a  wholly-owned  subsidiary  of the
Guarantor  and  Tenant's  and  Guarantor's  net worth are at least  equal to Ten
Million  Dollars  ($10,000,000.00)  combined,  Tenant  shall  have the  right to
self-insure  for any loss or damage of the type  covered  by  standard  fire and
extended  coverage  insurance  with respect to personal  property  located on or
within the Leased Premises including alterations and improvements made by Tenant
to the extent the same are not covered by Landlord's fire and extended  coverage
insurance. Tenant and Guarantor shall, at their sole expenses, without regard to
fault on the part of any person,  make and  perform any repairs or  restorations
which are required as a result of a casualty which would be covered by insurance
of the type described in this Section 8.2(a).  Tenant, at Tenant's sole cost and
expense,  shall  obtain and maintain in effect  commencing  with the Delivery of
Possession Date and continuing throughout the Term, insurance policies providing
for the following coverage: (i) all risk property insurance against fire, theft,
vandalism,  malicious mischief,  sprinkler leakage and such additional perils as
now are or hereafter may be included in a standard extended coverage endorsement
from time to time in general use in the State,  insuring  Tenant's  merchandise,
trade  fixtures,  furnishings,  equipment and all items of personal  property of
Tenant and of anyone  claiming by,  through or under Tenant located on or in the
Leased  Premises,  and the  amount  of such  insurance  will be set  forth in an
"agreed value  endorsement" to the policy of such  insurance,  not less than one
hundred percent (100%) of the full replacement  value thereof without  deduction
for  depreciation,  and with a deductible amount of not more than Fifty Thousand
Dollars  ($50,000.00).  Any and all proceeds of such  insurance,  so long as the
Lease shall remain in effect, shall be used only to repair or replace or pay for
the items so insured;  (ii) a commercial  general  liability  policy,  including
insurance naming Landlord and any mortgagee of the Shopping Center as additional
insured, protecting against any and all claims for injury to persons or property
occurring in or about the Leased  Premises  and  protecting  against  assumed or
contractual  liability  under this Lease with respect to the Leased Premises and


                                       40
<PAGE>
the  operations of Tenant and any subtenant of Tenant in, on or about the Leased
Premises,  with such policy to be in the minimum amount of Three Million Dollars
($3,000,000)  single limit  coverage;  (iii)  products  liability  insurance for
merchandise  offered for sale or lease from the Leased  Premises,  including (if
this Lease covers leased premises in which food and/or beverages are sold and/or
consumed)  liquor  liability  coverage (if applicable to Tenant's  business) and
coverage for liability  arising out of the consumption of food and/or  alcoholic
beverages  on or obtained at the Leased  Premises,  of not less than Two Million
Dollars  ($2,000,000)  per occurrence for personal injury and death and property
damage; (iv) workers' compensation coverage as required by law; (v) with respect
to  alterations,  improvements  and the like required or permitted to be made by
Tenant  hereunder,  contingent  liability and builders risk insurance in amounts
satisfactory to Landlord; and (vi) the insurance required under Exhibit "D".

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

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

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

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

         Section 8.5. Loss and Damage.  All Tenant's  property of every kind and
description  which may at any time be in the  Leased  Premises  shall be kept at
Tenant's  sole risk,  and  Landlord  shall not be liable to Tenant,  its agents,
employees or customers,  except to the extent  resulting  from the negligence or
intentional  acts of  Landlord,  its agents or employees  for any damage,  loss,
compensation, accident, or claims whatsoever resulting to Tenant or its property
from the  necessity  of  repairing  any  portion  of the  Shopping  Center;  any
interruption  in the  use of the  Leased  Premises;  the  use or  operation  (by
Landlord,  Tenant, or any other person or persons  whatsoever) of any elevators,
heating, cooling, electrical or plumbing equipment or apparatus; the termination
of this Lease by reason of the  destruction  of the Leased  Premises;  any fire,
robbery, theft, or any other casualty; any leakage in any part or portion of the
Leased Premises or the Shopping Center;  any water,  wind, rain or snow that may
leak into, or flow from part of the Leased Premises or the Shopping Center;  any
acts or omissions of any occupant of any space  adjacent to or adjoining  all or
any part of the Leased  Premises or any part of the building of which the Leased
Premises are a part; any explosion, casualty, utility failure or malfunction, or
falling plaster;  the bursting,  stoppage or leakage or any pipes,  sewer pipes,
drains, conduits, appliance or plumbing works; or any other cause whatsoever.



                                       41
<PAGE>
                                   ARTICLE IX

                         DESTRUCTION OF LEASED PREMISES

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

         Section 9.2. Reconstruction. If the Leased Premises are damaged by fire
or other  casualty and this Lease is not  terminated in accordance  with Section
9.1 hereof, then all fire and extended coverage insurance proceeds from policies
carried  pursuant  to Section 8.1 hereof,  however  recovered,  shall be held in
escrow and made  available for payment of the costs of repairing,  replacing and
rebuilding  the Leased  Premises,  the damage to the  Leased  Premises  shall be
promptly  repaired,  and the Minimum Rent and other charges payable by Tenant to
Landlord shall be abated in proportion to the floor area of the Leased  Premises
rendered   untenantable,   and  the  Sales  Break   Point   shall   likewise  be
proportionately  reduced. Payment of full rental and all other charges so abated
shall  commence and Tenant shall be obligated to reopen for business  sixty (60)
days following the date that Landlord  advises  Tenant that the Leased  Premises
are tenantable and Landlord has substantially  completed Landlord's Work, unless
Tenant opens at an earlier time in the damaged area or remains open in such area
following  destruction or damage,  in which event there shall be no abatement or
any such abatement shall terminate as of the date of Tenant's earlier reopening.
Landlord  shall be obligated to commence  Landlord's  Work and shall  diligently
pursue  the  completion  of  Landlord's  Work  and  shall  cause  the same to be
completed as soon thereafter as possible under the attendant circumstances,  but
in any event all such Landlord's Work shall be completed and the Leased Premises
reopened for business  within one hundred  eighty (180) days following such fire
or casualty. After Landlord has completed Landlord's Work, Tenant shall commence
such  Tenant's  Work,  at Tenant's  expense.  Tenant shall comply with all laws,
ordinances and governmental rules or regulations,  and shall perform all work or
cause such work to be performed with due diligence and in a first-class  manner.
All  permits   required  in  connection  with  said  repairs,   restoration  and
reconstruction  shall be obtained by Tenant,  at Tenant's sole cost and expense.
Any amount  expended by Tenant in excess of any insurance  proceeds  received by
Tenant shall be the sole obligation of Tenant.  The party required  hereunder to
repair the damage to the Leased Premises shall  reconstruct such Leased Premises
in accordance with the working drawings  originally approved by Landlord or with


                                       42
<PAGE>
(at Landlord's sole election) new drawings  prepared by Tenant and acceptable to
Landlord and Tenant. In no event shall Landlord be required to repair or replace
Tenant's  merchandise,  trade  fixtures,  furnishings or equipment.  If Landlord
repairs or  rebuilds,  Tenant,  at Tenant's  sole cost,  shall repair or replace
Tenant's merchandise,  trade fixtures, furnishings and equipment in a manner and
to at  least  a  condition  equal  to  that  existing  prior  to the  damage  or
destruction thereof. Except as may be specifically set forth in this Article IX,
Landlord shall not be liable or obligated to Tenant to any extent  whatsoever by
reason of any fire or other  casualty  damage  to the  Leased  Premises,  or any
damages  suffered by Tenant by reason  thereof,  or the  deprivation of Tenant's
possession of all or any part of the Leased Premises.  In the event Landlord has
not commenced  restoration or rebuilding the Leased  Premises within ninety (90)
days of the date of such fire or casualty loss, or has not diligently  proceeded
to complete  such  restoration  or  rebuilding  so that the Leased  Premises are
restored/rebuilt  to its former  condition  prior to such fire or casualty  loss
within one hundred  eighty (180) days of the date of such fire or casualty loss,
then Tenant will have the right,  in either  case,  to  terminate  this Lease by
providing  Landlord notice of such election and Tenant will vacate and surrender
the Leased Premises pursuant to Section 17.1 hereof.


                                    ARTICLE X

                                  CONDEMNATION

         Section  10.1.  Eminent  Domain.  If fifty percent (50%) or more of the
floor  area  of  the  Leased  Premises  shall  be  taken  or  condemned  by  any
governmental authority (including, for purposes of this Article, any purchase by
such governmental authority in lieu of a taking), then either party may elect to
terminate  this Lease by giving  notice to the other  party not more than ninety
(90) days after the date on which such title shall vest in the authority. If the
parking facilities are reduced below the minimum parking requirements imposed by
the applicable authorities, Landlord may elect to terminate this Lease by giving
Tenant  notice  within one  hundred  eighty  (180) days  after such  taking.  In
addition, if any Major Tenant shall terminate its lease with Landlord,  pursuant
to a taking of its store, Landlord may terminate this Lease by written notice to
Tenant  within  ninety (90) days after notice to Landlord that such Major Tenant
is terminating its lease. In the case of any taking or condemnation,  whether or
not the Term shall cease and  terminate,  the entire award shall be the property
of Landlord;  provided, however, Tenant shall be entitled to any award as may be
made for trade  fixtures and other  equipment  (not  including any Tenant's Work
required  or  permitted  under this  Lease)  which under the terms of this Lease
would not have become the property of Landlord;  further provided, that any such
award to Tenant shall not be in diminution of any award  otherwise to be made to
Landlord in the absence of such award to Tenant.

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

         Section  10.3.  Temporary  Taking.   Notwithstanding  anything  to  the
contrary in this Article X,  requisitioning  of the Leased  Premises or any part
thereof by military or other  public  authority  for  purposes  arising out of a
temporary   emergency  or  other  temporary  situation  or  circumstances  shall
constitute  a taking of the Leased  Premises  by eminent  domain when the use or
occupancy by the requisitioning  authority is expressly provided to continue, or
shall in fact have  continued,  for a period of one hundred eighty (180) days or


                                       43
<PAGE>
more. If the Lease is not thereafter  terminated under the foregoing  provisions
of this Article X, then for the  duration of any period of use and  occupancy of
the  Leased  Premises  by  the  requisitioning  authority,  all  the  terms  and
provisions of this Lease and  obligations  of Tenant  hereunder  shall remain in
full force and effect,  except that the Minimum Rent and Sales Break Point shall
be reduced in the same  proportion that the floor area of the Leased Premises so
requisitioned bears to the total floor area of the Leased Premises, and Landlord
shall  be   entitled  to  whatever   compensation   may  be  payable   from  the
requisitioning  authority for the use and occupation of the Leased  Premises for
the period involved.

                                   ARTICLE XI

                  ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE

     Section  11.1.  No  Assignment,  Subletting or  Encumbering  of Lease.  (a)
Notwithstanding  any  references to assignees,  subtenants,  concessionaires  or
other similar  entities in this Lease,  Tenant shall not (i) assign or otherwise
transfer, or mortgage or otherwise encumber, this Lease, in whole or in part, or
any of its rights  hereunder,  or (ii)  sublet the Leased  Premises  or any part
thereof,  or permit the use of the Leased  Premises  or any part  thereof by any
persons  other  than  Tenant or its  agents.  Any such  attempted  or  purported
transfer, assignment, mortgaging or encumbering of this Lease or any of Tenant's
interest hereunder and any attempted or purported subletting or grant of a right
to use or occupy all or a portion of the Leased  Premises  in  violation  of the
foregoing  sentence,  whether voluntary or involuntary or by operation of law or
otherwise,  shall be null and void and  shall not  confer  any  rights  upon any
purported transferee, assignee, mortgagee, or occupant, and shall, at Landlord's
option,  terminate this Lease without relieving Tenant of any of its obligations
hereunder  for the balance of the stated term.  Nothing  contained  elsewhere in
this  Lease  shall  authorize  Tenant to enter into any  franchise,  concession,
license,  permit,  subtenancy,  departmental operation arrangements or the like,
except  pursuant  to the  provisions  of this  Article XI.  Notwithstanding  the
provisions of this Article XI to the contrary,  Landlord's  consent shall not be
unreasonably withheld or delayed to an assignment of this Lease or a sublease of
all  or  any  portion  of the  Leased  Premises  (by  merger,  consolidation  or
otherwise)  to  another  entity  (the   "Transferee")   to  which  Tenant  shall
simultaneously  be transferring all or substantially  all of its stock or all or
substantially  all of its assets,  provided that: (i) the number of stores being
transferred must consist of at least three (3) stores,  (ii) Tenant shall not at
the time of such  transfer be in default  under any of the terms,  covenants and
conditions  of this  Lease  beyond  any  applicable  grace  period,  (iii)  such
Transferee  shall  agree in  writing to perform  all of the  unperformed  terms,
covenants  and  conditions  of this Lease,  and (iv)  Tenant  shall at all times
remain  primarily  obligated  for the  performance  of the terms,  covenants and
conditions of this Lease.  Tenant shall also have the right,  without Landlord's
consent,  to assign  this  Lease or sublet  the  Leased  Premises  to its parent
corporation  or any of  its  wholly-owned  subsidiaries,  or  any  affiliate  or
subsidiary of Tenant's  parent  corporation.  In addition,  Tenant may,  without
violating  the  provisions of this Article XI, sell or offer for sale its voting
stock to the  public  in  accordance  with the  qualifications  or  registration
requirements of the state where Tenant is  incorporated  and the Security Act of
1933, as amended.




<PAGE>
         (b) If Tenant is a corporation,  the sale,  issuance or transfer of any
voting  capital  stock of Tenant or of any  corporate  entity which  directly or
indirectly controls Tenant (unless Tenant is a corporation whose stock is traded
on the New York Stock  Exchange  or the  American  Stock  Exchange)  which shall
result in a change in the voting control of Tenant or the corporate entity which
controls  Tenant  shall be deemed to be a  prohibited  assignment  of this Lease
within  the  meaning  of  this  Article  XI.  If  Tenant  is  a  partnership  or
unincorporated  association,  then the sale,  issuance or transfer of a majority
interest  therein,  or the transfer of a majority interest in or a change in the
voting control of any partnership or  unincorporated  association or corporation
which directly or indirectly  controls Tenant, or the transfer of any portion or
all of any general partnership or managing partnership interest, shall be deemed
to be a prohibited  assignment  of this Lease within the meaning of this Article
XI. The consent by Landlord to any  assignment,  transfer,  or subletting to any
party shall not be construed as a waiver or release of Tenant under the terms of
any  covenant  or  obligation  under this Lease or as a waiver or release of the
non-assignability   covenants  in  their  future  application,   nor  shall  the
collection or acceptance of rent from any such assignee,  transferee,  subtenant
or  occupant  constitute  a waiver  or  release  of Tenant  of any  covenant  or
obligation contained in this Lease.

                  (1) Notwithstanding anything herein contained to the contrary,
a sale or  transfer of any voting  capital  stock of Tenant when caused by death
(e.g.  testamentary  transfer) or for estate planning purposes (e.g. inter vivos
trust) will not be deemed a prohibited assignment of the Lease.

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

         (c) Without conferring any rights upon Tenant not otherwise provided in
this Article XI, should Tenant desire to enter into an  assignment,  sublease or
transfer of this Lease or Tenant's  rights  hereunder,  Tenant shall  request in
writing  Landlord's  consent to the  assignment at least thirty (30) days before
the proposed effective date of the assignment,  providing the following: (1) the
full particulars of the proposed assignment,  sublease or transfer of this Lease
or Tenant's rights  hereunder,  including its nature,  effective date, terms and
conditions,  and copies of any offers, draft agreements,  subleases,  letters of
commitment or intent and other documents  pertaining to the proposed assignment;
(2) a description of the identity, net worth and previous business experience of
the proposed transferee,  including, without limitation,  copies of the proposed
transferee's  latest  income,  balance  sheet and changes in financial  position
statements  (with  accompanying  notes and  disclosures of all material  changes
thereto)  in audited  form,  if  available,  and  certified  as  accurate by the
proposed  transferee;  and (3) any further information  relevant to the proposed
assignment  which Landlord  shall request after receipt of Tenant's  request for
consent. Tenant shall, concurrently with any request for Landlord's consent, pay
to Landlord a fee in the sum of One Thousand and 00/100ths  Dollars  ($1,000.00)
for  Landlord's  review and processing of such request and Landlord shall not be
obligated to review such request  prior to  Landlord's  receipt of such fee. All
requests for consent to  assignment,  sublease or transfer shall be forwarded to
Landlord  at the  address  provided  above and to the  on-site  mall  management
office, if applicable.

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

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

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

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

                                   ARTICLE XII

          SUBORDINATION, ATTORNMENT, FINANCING AND ESTOPPEL CERTIFICATE

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

         Section 12.2. Attornment.  In the event any proceedings are brought for
the  foreclosure  of,  or in the  event  of the  conveyance  by  deed in lieu of
foreclosure  of, or in the event of  exercise  of the power of sale  under,  any
mortgage and/or deed of trust made by Landlord covering the Leased Premises,  or
in the event Landlord sells,  conveys or otherwise transfers its interest in the
Shopping Center or any portion thereof  containing the Leased  Premises,  Tenant
hereby attorns to, and covenants and agrees to execute and deliver an instrument
or instruments in writing  whereby Tenant attorns to such  successor-in-interest
and recognizes  such  successor as Landlord under this Lease.  In such case, the
successor to Landlord's  interest under such mortgage or deed of trust shall not


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<PAGE>
be bound by any  prepayment  on the part of Tenant of any rent for more than one
month in advance (except  prepayments in the nature of a security  deposit),  so
that rent shall be payable under this Lease in accordance  with its terms,  from
the  date of the  foreclosure  of such  mortgage  or deed of  trust,  as if such
prepayment had not been made.  Such successor to Landlord's  interest under such
mortgage or deed of trust shall not be bound by any amendment or modification of
this Lease unless,  prior to the  foreclosure of such mortgage or deed of trust,
such successor to Landlord's  interest shall have first  consented in writing to
any such amendment or  modification.  Payment by or performance of this Lease by
any person, firm or corporation claiming an interest in this Lease or the Leased
Premises by, through or under Tenant without Landlord's consent in writing shall
not  constitute an attornment or create any interest in this Lease or the Leased
Premises.

         Section 12.3.  Financing.  In any event any construction  lender,  land
lessor, or the permanent lender for the Shopping Center requires, as a condition
to financing,  modifications to this Lease, then, provided such modifications do
not materially  alter the approved working plans and do not increase the Rent to
be paid hereunder, Landlord shall submit to Tenant a written amendment with such
required  modifications  and,  if Tenant  fails to  execute  and return the same
within thirty (30) days after the amendment has been  submitted,  Landlord shall
be entitled to its remedies as specified in Section 12.5.  Nothing  herein shall
require Tenant to execute an amendment or amendments to accomplish changes which
would (i) change the Minimum Rent, additional rent or Percentage Rent payable by
Tenant;  (ii) change the  Permitted  Use;  (iii) change the size,  dimensions or
location of the Leased Premises;  (iv) change the length of the Term; (v) change
Landlord's construction obligations;  (vi) change the conditions precedent as to
Tenant's initial opening requirements, or (vii) place a lien on Tenant's assets.

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

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


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<PAGE>
                                  ARTICLE XIII

                            ADVERTISING AND PROMOTION

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

         Section 13.2. Promotion Fund Contribution. Tenant's annual contribution
to the Fund  shall  be the  Fund  Contribution  (reduced  proportionately  for a
partial  Lease Year) as defined on the Data  Sheet.  Within ten (10) days before
the Grand Opening,  Tenant shall also pay Tenant's one-time initial contribution
or Grand  Opening Fee which is equal to the annual Fund  Contribution.  The Fund
Contribution payable by Tenant for each Lease Year shall be increased commencing
with the second  Lease Year of the Term,  and each Lease Year  thereafter,  by a
percentage  equal to the  percentage  increase  from the  "base  period"  of the
Consumer  Price  Index (as  defined in  Section  20.12  hereof) to the  "current
period" of the Index of the Lease Year for which the  adjustment  is being made.
Except as herein  expressly  provided,  the term "base period"  shall  initially
refer to the Index published for the month of October immediately  preceding the
Lease Year for which the Fund  Contribution  was last  adjusted  hereunder.  The
"current  period" of the Index shall refer to the Index  published for the month
of October immediately preceding the Lease Year for which an adjustment is being
made.   In  the  event  the  Index  shall  not  be  published  for  any  of  the
above-described  months,  then the Index  published for the month  closest,  but
prior,  to the  described  month  shall be used in its place.  The  annual  Fund
Contribution shall be payable by Tenant to Landlord,  or as Landlord may direct,
in twelve (12) equal monthly installments,  commencing on the Commencement Date,
at the same time and in the same manner as the monthly  installments  of Minimum
Rent are payable.

         Section 13.3.  Advertisements.  Not more than four (4) times each Lease
Year,  Landlord  may require  Tenant,  at Tenant's  cost,  to either (i) place a
one-quarter (1/4) page tabloid advertisement,  or (ii) contribute funds to cover
the cost and expense of an advertisement  prepared by Landlord in an advertising
mailer, newspaper insert or other media ad coordinated by Landlord. In the event
that Tenant fails to submit its proposed  advertisement  within thirty (30) days
after Landlord's  request,  then Landlord shall have the right to include Tenant
in the advertising  promotion and to charge Tenant for the  advertisement.  Such
charge shall be payable by Tenant within ten (10) days after  written  notice by
Landlord.

         Section 13.4. Network.  Landlord may cause to be developed a mall video
network within the Retail Development (the "Network"). The object of the Network
shall be to provide a program of information,  entertainment and advertisements,
which  shall,  in  Landlord's  judgment,  serve to enhance or promote the Retail
Development  and its  occupants.  The  Network  shall  have  the  right  to sell
available time and access on the Network for  advertisements  or other uses. The
Network shall be under the sole and exclusive direction of Landlord and shall be
administered  by Landlord.  The costs and expenses  paid or incurred by Landlord
for  administering,   operating,  equipping,  staffing,  protecting,   insuring,
repairing,  replacing and  maintaining the Network shall be charged to the Fund.
During the  initial  year of the Term and  provided  Tenant is not in default of
payment of its Fund  contribution,  Landlord  agrees to produce,  or cause to be


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<PAGE>
     produced a video taped advertising message of the business conducted, or to
be conducted,  in the Leased Premises (herein "Tenant Video") in accordance with
the terms of this Section.  The Tenant Video shall (i) identify Tenant's type of
business in the Leased Premises, Tenant's trade name and the address/location of
the Leased Premises within the Retail Development; (ii) be approximately fifteen
(15) seconds in duration;  (iii) be produced on one occasion only  following the
initial  opening of the Leased  Premises for  business;  (iv) be produced in the
Leased Premises,  Landlord's studio or both; (v) utilize one from a select group
of advertising  message formats as mutually selected by Landlord and Tenant; and
(vi) not contain any lewd, obscene or offensive content or material.  The Tenant
Video will be shown on the Network a reasonable  number of times,  not to exceed
one hundred  (100),  during a two (2) week period in the first year of the Term.
Landlord shall use reasonable  efforts to air Tenant Videos at varying times and
days during such two (2) week  period.  Any  further  production  by Landlord of
advertising  messages  for Tenant and any  further  air time on or access to the
Network is subject to availability,  as determined solely by Landlord, and shall
be at the then  applicable  rates and fees set by Landlord.  Landlord shall have
the  right  to  reject,  remove  or  discontinue  showing  any  Tenant  Video or
advertising  message on the  Network  the content of which is, in the opinion of
Landlord,  unethical,  misleading,  in bad  taste,  or shall  tend to injure the
reputation of the Retail Development or its occupants,  or shall be deemed to be
detrimental  to the Retail  Development,  or is in violation  of any  applicable
rule,  law or existing  agreement with  occupant(s)  of the Retail  Development.
Tenant  acknowledges that Tenant shall be solely  responsible for the content of
its Tenant Video and,  except with respect to the gross  negligence  of Landlord
and  the  Network,  Tenant  agrees  to save  harmless  Landlord,  its  officers,
directors,  partners,  employees and agents from and against any and all claims,
actions,  damages,  liability,  cost or expense,  including attorneys' fees that
arise from or with respect to the content of such advertising message, including
without  limitation any claims for  infringement  of the  intellectual  property
rights of others or actions for unfair competition.  Landlord reserves the right
at any time to dissolve the Network and cease providing its promotional services
as well as  Tenant  Videos  and in lieu  thereof,  to  provide,  or  cause to be
provided,  a program of advertising and promotional  events which, in Landlord's
sole judgment, will serve to promote the Retail Development and its occupants.

                                   ARTICLE XIV

                              DEFAULT AND REMEDIES

         Section 14.1.  Elements of Default. If any one of more of the following
events occur, said events shall hereby be classified as a "default": (a) (i) the
failure of Tenant to take  possession of the Leased  Premises at the Delivery of
Possession  Date,  (ii) the failure of Tenant to open its doors for  business on
the date  specified in Section 1.2 hereof,  (iii) if Tenant  vacates or abandons
the Leased  Premises and permits the same to remain  unoccupied and  unattended,
(iv) if Tenant fails to maintain normal  inventory levels and employee staff for
the conduct of its normal  business  activities in the Leased  Premises,  (v) if
Tenant fails to continuously operate its business in compliance with Section 4.2
hereof,  (vi) if Tenant fails to operate for the  purposes  specified in Section
4.1 hereof,  (vii) in the event of the sale or removal of a substantial  portion
of Tenant's property located in the Leased Premises in a manner which is outside
the ordinary course of Tenant's  business;  (b) the failure of Tenant to pay any
Rent or other  charges  required to be paid by Tenant when same shall become due
and payable hereunder and such failure continues for ten (10) days after written
notice; (c) the failure of Tenant to perform or observe any term or condition of
this Lease (including the obligation specified in Section 14.3) and such failure
shall continue for thirty (30) days after written notice; (d) if Tenant shall be


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<PAGE>
given three (3)  notices of default  under  subparagraphs  (b) or (c) within any
period of eighteen  (18)  months,  notwithstanding  any  subsequent  cure of the
failure to perform or observe the terms or conditions of the Lease as identified
in such notices; (e) if any writ of execution,  levy,  attachment or other legal
process of law shall  occur upon  Tenant's  assets,  merchandise,  fixtures,  or
Tenant's  estate or  interest  in the Leased  Premises;  (f) if Tenant  shall be
liquidated or dissolved or shall begin  proceedings  toward such  liquidation or
dissolution,  or shall in any  manner  permit  the  divestiture  of all,  or any
substantial  part of Tenant's assets;  (g) Landlord and Tenant  acknowledge that
Tenant or the parent,  subsidiary  or  affiliate  of Tenant (by virtue of common
ownership or control,  direct or indirect) has presently,  or may in the future,
enter into lease agreements with Landlord (or with any person or entity which is
affiliated  with  Landlord,  or which  directly  or  indirectly  controls  or is
controlled by, or is under common control with Landlord,  or which is managed by
the managing agent utilized by Landlord for the Shopping Center) (such leases to
be referred to as "other leases"),  and, in the event of default which shall not
be remedied  within the  applicable  grace period,  if any, by Tenant under this
Lease or by the tenant in any of the "other  leases",  then  Landlord  may, upon
notice in writing to Tenant,  declare such default to be a default of this Lease
and, at Landlord's  option, a default of any of the "other leases",  as the case
may be. Nothing  contained  herein shall be deemed a limitation of the rights of
Landlord as set forth in this Lease or any of the "other leases".

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

         (a) Sell at  public  or  private  sale  all or any  part of the  goods,
chattels,  fixtures and other personal property belonging to Tenant which are or
may be put into the Leased Premises during the Term,  whether exempt or not from
sale under  execution or attachment (it being agreed that said property shall be
at all times bound with a lien in favor of Landlord and shall be chargeable  for
all Rent and for the  fulfillment of the other  covenants and agreements  herein
contained) and apply the proceeds of such a sale,  first,  to the payment of all
costs  and  expenses  of  conducting  the sale or  caring  for or  storing  said
property;  second,  toward the payment of any indebtedness,  including  (without
limitation)  indebtedness for Rent which may be or may become due from Tenant to
Landlord;  and  third,  to pay to  Tenant,  on demand in  writing,  any  surplus
remaining  after all  indebtedness of Tenant to Landlord has been fully paid. In
addition to any statutory  lien for Rent held by Landlord,  Landlord shall have,
and Tenant hereby  grants to Landlord,  a continuing  security  interest for all
Rent and other sums of money becoming due hereunder from Tenant, upon all of the
property  now or hereafter  owned by Tenant and now or hereafter  located on the
Leased Premises. In connection herewith, Landlord shall have, in addition to any
other  remedies,  any and all of the remedies  afforded to secured parties under
the  provisions  of the  Uniform  Commercial  Code,  as  codified  in the  State
(including,  by way of example,  rather than of  limitation),  the right to sell
such  property  at public or private  sale upon ten (10) days'  notice to Tenant
without resort to judicial  process.  Tenant shall,  on its receipt of a written
request  therefor from  Landlord,  execute such  financing  statements and other
instruments as are necessary or desirable,  in Landlord's  judgment,  to perfect
such security interest.

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





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

         (d) Declare the entire balance of the Rent, and all other amounts to be
paid by Tenant  hereunder  for the  remainder  of the Term to be due and payable
immediately,  and  collect  such  balance in any manner  not  inconsistent  with
applicable  law. The amount of additional  rent and Percentage Rent payable with
respect to each Lease Year  remaining in the Term after such default  (including
the Lease  Year  during  which  such  default  occurred)  shall be  conclusively
presumed to be equal to the average  additional rent and Percentage Rent payable
with respect to each  completed  Lease Year  preceding  such default;  provided,
however,  that if such default  occurs  before the  expiration  of two (2) Lease
Years,  then the amount of  additional  rent and  Percentage  Rent  payable with
respect to each Lease Year  remaining in the Term after such default  (including
the Lease Year or partial Lease Year during which such default  occurred)  shall
be  conclusively  presumed to be equal to twelve (12) times the average  monthly
additional rent and Percentage Rent payable prior to such default.

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

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

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

                                       49
<PAGE>
         (h)  Without  terminating  this  Lease,  maintain  Tenant's  rights  to
possession,  in which case this Lease shall  continue to be in effect whether or
not Tenant shall have vacated the Leased Premises. In such event, Landlord shall
be entitled to enforce all of Landlord's  rights and remedies  under this Lease,
including the right to recover Rent as it becomes due hereunder.

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

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

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

         (l) Nothing herein contained shall limit or prejudice  Landlord's right
to prove and obtain as damages,  by reason of any  default by Tenant,  an amount
equal to the  maximum  allowed  by  statute or rule of law in effect at the time
when, and governing the proceedings in which,  such damages are to be proved. No
expiration or  termination of this Lease,  abandonment,  re-entry by Landlord or
vacancy,  shall relieve Tenant of any of its liabilities  and obligations  under
this Lease  (whether or not any or all of the Leased  Premises  are relet),  and
Tenant  shall  remain  liable to  Landlord  for all damages  resulting  from any
default by Tenant,  including any damage  resulting from the breach by Tenant of
any of its obligations to pay Minimum Rent, Percentage Rent, additional rent and
any other sums which Tenant is obligated to pay hereunder.




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

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

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

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

         Section 14.5. Landlord's Cure of Default. If Tenant shall be in default
hereunder,  Landlord shall have the option,  but not the obligation,  upon three
(3) days  written  notice to Tenant  (except in the event of any  emergency,  in
which  event  no  notice  shall  be  required),  to  cure  the  act  or  failure
constituting  said  default  for the  account  of and at the  expense of Tenant.
Landlord's cure or attempt to cure any act or failure  constituting  the default
by Tenant  shall not result in a waiver or release of Tenant.  Tenant  agrees to
pay Landlord  interest,  in accordance  with Section  20.13 hereof,  on all sums
expended  by  Landlord  pursuant  to this  Section  14.5  from  the date of such
expenditure, and Tenant agrees to pay the costs incurred by Landlord pursuant to
this Section  14.5,  plus a charge of fifteen  percent  (15%) of such costs,  to
Landlord upon demand, as additional rent.

                                       50
<PAGE>
                                   ARTICLE XV

                                 RIGHT OF ACCESS

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

                                   ARTICLE XVI

                                     DELAYS

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

                                  ARTICLE XVII

                                   END OF TERM

         Section 17.1. Return of Leased Premises.  Upon the expiration or sooner
termination  of the term of this  Lease,  Tenant  shall  quit and  surrender  to
Landlord the Leased Premises, broom-clean, in good order and condition, ordinary
wear and tear excepted,  and shall  surrender to Landlord all keys to or for the
Leased  Premises and inform  Landlord of all  combinations  of locks,  safes and
vaults, if any, in the Leased Premises. Subject to the provisions of Section 3.5
hereof,  Tenant, at its expense,  shall promptly remove all personal property of
Tenant,  repair all damage to the Leased  Premises  caused by such  removal  and
restore  the  Leased  Premises  to the  condition  which  existed  prior  to the
installation  of the property so removed.  Any  personal  property of Tenant not


                                       51
<PAGE>
removed within ten (10) days following the expiration or earlier  termination of
the Lease  shall be deemed to have been  abandoned  by Tenant and to have become
the  property of Landlord,  and may be retained or disposed of by  Landlord,  as
Landlord shall desire.  Tenant's  obligation to observe or perform the covenants
set forth in this Section shall survive the  expiration or  termination  of this
Lease.

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

                                  ARTICLE XVIII

                           COVENANT OF QUIET ENJOYMENT

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

                                   ARTICLE XIX

                                    UTILITIES

     Section 19.1. Utilities.  Tenant agrees to connect to and use the utilities
(including  electricity,  water, gas, heat,  condenser water,  telephone and any
other utility)  supplied to the Leased  Premises in accordance with the criteria
set  forth in the  Exhibits  attached  to this  Lease,  Landlord's  schedule  of
mechanical and electrical design criteria, Landlord's rules and regulations, and
the rules and regulations of the utility companies supplying the service. Tenant
shall  be  solely  responsible  for and  promptly  pay all  costs  and  charges,
including  installation  thereof where  applicable,  for all water,  gas,  heat,
electricity,  sewer and other  utilities  provided  or used in or at the  Leased
Premises,  commencing  with the  Delivery  of  Possession  Date  and  continuing
throughout the Term. If Landlord shall elect to supply any of the utilities used
upon or furnished to the Leased Premises, Tenant agrees to pay Tenant's share of
Landlord's  hard and soft costs  associated  with the  installation,  operation,
maintenance  and repair of such  utility  systems,  based on Tenant's  estimated
usage  and its pro rata  share of such  hard and soft  costs as  reflected  on a
monthly invoice to be provided by Landlord; provided, however, in no event shall
Tenant's  total  charges for utilities  provided by Landlord  exceed what Tenant
would be charged by the local utility company if it were billed directly by such
utility as a direct retail customer.  Landlord shall not be liable to Tenant for
any loss,  damage or expense which Tenant may sustain if the  utilities,  or the
quality or character of utilities used upon or furnished to the Leased  Premises
are no longer available or suitable for Tenant's requirements,  or if the supply
of any such  utility  ceases or is  interrupted  as a result of any cause and no
such change,  interruption or cessation of service shall  constitute an eviction
of Tenant.  Any  furnishing by Landlord of light,  condenser  water,  heat,  air
conditioning  or power shall be conditioned  upon the  availability  of adequate
energy sources.  Landlord shall have the right to reduce heat,  condenser water,
lighting and air  conditioning  within the Shopping Center,  including,  without
limitation,  the  Leased  Premises  and the common  areas,  as  required  by any
mandatory or voluntary fuel or energy saving allocation, or any similar statute,
regulation, order or program.




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

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

         Section 19.4. Water and Sewer. The cost of water and sanitary sewer for
usage in the  Shopping  Center  shall be  included  in Common  Area  Maintenance
Expenses,  except for food  service  tenants  which shall be billed  directly by
Landlord or by the supplier of water and sanitary  service and any other tenants
which are billed  directly by Landlord or such supplier.  Landlord  reserves the
right to install a water  meter in the Leased  Premises at any time or from time
to time to  measure  Tenant's  consumption  of water  therein  and  bill  Tenant
directly for the cost of such consumption. Tenant shall pay, as additional rent,
the amount of each bill within fifteen (15) days after such bill is rendered.

         Section 19.5.  Grease  Interceptors.  Landlord will arrange for regular
periodic  service and cleaning of all grease  interceptors at Tenant's  expense.
Cost of service and  cleaning of grease  interceptors  will be  allocated  among
grease  interceptors  serving  food  court(s)  and grease  interceptors  serving
individual  tenants  in  proportion  to  grease  trap  size.  Tenants  served by
individual grease traps will pay the pro rata share of the cost for their grease
trap.  The share of grease trap service and cleaning  cost  apportioned  to food
court grease traps will be paid by food court  tenants as part of the food court
common facilities expenses.

                                   ARTICLE XX

                                  MISCELLANEOUS

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

                                       53
<PAGE>
         Section 20.2.  Notices.  No notice or other  communication  given under
this Lease shall be effective  unless the same is in writing and is delivered in
person or mailed by  registered or certified  mail,  return  receipt  requested,
first class,  postage  prepaid,  or delivered by Federal Express or a comparably
reliable  national air courier service (i.e.,  one which delivers  service in at
least  forty-eight  (48) states) provided that any such courier service provides
written  evidence  of  delivery.  Any  such  notice  or  communication  shall be
addressed:

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

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

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


<PAGE>
         Section 20.3. Successors.  All rights and liability herein given to, or
imposed upon, the respective parties hereto shall extend to and bind the several
respective heirs, executors, administrators, successors, and assigns of the said
parties;  and if there shall be more than one Tenant, or more than one person or
entity  acting  collectively  as  Tenant,  they shall all be bound  jointly  and
severally by the terms,  covenants and agreements  herein. Any restriction on or
requirement  imposed upon Tenant hereunder shall be deemed to extend to Tenant's
Guarantor, Tenant's sublessees, Tenant's assignees and Tenant's invitees, and it
shall be Tenant's  obligation to cause the foregoing persons to comply with such
restrictions or requirements.  No rights, however, shall inure to the benefit of
any assignee or other  transferee of Tenant,  and no rights or benefits shall be
conferred  upon any such  assignee or transferee by reason of this Section 20.3,
unless such rights or benefits  shall be expressly  otherwise  set forth in this
Lease.

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

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

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

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

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

                                       54
<PAGE>
         Section  20.9.  Waiver of Jury Trial.  Landlord and Tenant hereby waive
trial by jury in any action, proceeding or counterclaim brought by either of the
parties  hereto  against the other on, or in respect  of, any matter  whatsoever
arising out of or in any way  connected  with this Lease,  the  relationship  of
Landlord and Tenant hereunder,  Tenant's use or occupancy of the Leased Premises
and/or any claim of injury or damage.

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

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

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

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

         Section  20.14.  Excavation.  If an excavation  shall be made upon land
adjacent to the Leased Premises, or shall be authorized to be made, Tenant shall
afford to the person causing or authorized to cause such excavation,  license to
enter upon the Leased Premises for the purpose of doing such work as said person
shall deem  necessary  to preserve  the wall or the building of which the Leased
Premises  form a part from  injury or damage and to  support  the same by proper
foundation,  without  any claim for  damages  or  indemnity  from  Landlord,  or
diminution or abatement of rent.

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

                                       57
<PAGE>
         Section 20.16.  Financial  Statements.  Upon Landlord's written request
from time to time, Tenant shall,  within ten (10) days after Landlord's  request
therefor,  furnish Landlord financial statements outlining Tenant's then current
financial condition and shall furnish financial statements outlining the current
financial  condition of any  Guarantor  of this Lease.  The  provisions  of this
Section 20.16 shall apply to financial  statements  of Tenant and/or  Guarantor.
Landlord may request  financial  statement(s)  not more than once per Lease Year
and shall use reasonable efforts to maintain all financial  information provided
in a confidential  manner;  provided,  however,  that Landlord may disclose such
financial  statements to  Landlord's  mortgagees  or  prospective  mortgagees or
purchasers.

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

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

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

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


<PAGE>
         In confirmation of their agreement to enter into this Lease  (including
the Data Sheet,  Articles I through  XXXIV,  Addendum (if any), all exhibits and
the Rider (if any) attached hereto,  and intending to be bound hereby,  Landlord
and  Tenant  have  caused  this  Lease to be signed as of the day and year first
above written.




In the Presence of: 

ARIZONA MILLS L.L.C.,
a Delaware limited liability company


By:
-------------------------------------------------------
The Mills corporation,
a Delaware corporation
By:
Name: Judith Berson
Its: Executive Vice President
LANDLORD


TOYS INTERNATIONAL,
a California corporation

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

Name:
-----------------------------------------
Richard Brady
Title: President
TENANT



Tenant's Federal Tax Identification Number:
-----------

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

Tenant's corporate seal:
----------------------------------





<PAGE>
                           ACKNOWLEDGMENT OF LANDLORD

STATE OF _____________                      )
                                    ) ss.
COUNTY OF ___________                       )

     On  this  day  of  ,  19  ,  before  me  personally  appeared  ------------
----------------------------------  -----  to me  known  to be  the  person  who
executed  the  foregoing  Lease  and  acknowledged  before  me that he was  duly
authorized       and      did      execute      same      on      behalf      of
____________________________________________.


                                  Notary Public, ___________ County, ___________
                                                          My Commission expires:
                                                                            , 19

                                              ACKNOWLEDGMENT OF CORPORATE TENANT

STATE OF          )
                  ) ss.
COUNTY OF         )

     On  this  day  of  ,  19  ,  before  me  personally   appeared   ----------
------------------------------------  ----- and , to me personally  known,  who,
being by me duly sworn, did each for himself say that he is,  respectively,  the
and of , the corporation named in and which executed the within instrument,  and
that  the  seal  affixed  to  said  instrument  is the  corporate  seal  of said
corporation,  and that said  instrument  was signed and sealed in behalf of said
corporation  by authority of its board of directors;  and said and  acknowledged
before me said instrument to be the free act and deed of said corporation.

                                    Notary Public,County,
                                    My Commission expires:


<PAGE>

     RIDER  ATTACHED  TO AND  MADE A PART  OF  LEASE  DATED  __________________,
19____,  ENTERED INTO BY AND BETWEEN  ARIZONA MILLS L.L.C.,  A DELAWARE  LIMITED
LIABILITY  COMPANY,   AS  LANDLORD,   AND  TOYS   INTERNATIONAL,   A  CALIFORNIA
CORPORATION,                              AS                             TENANT.



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

Section  1.2:  At the end of the  Section,  insert  "Provided  Tenant  is not in
default  hereof,  Tenant  shall  have the  option to extend the Term for one (1)
additional  consecutive  period of five (5) Lease  Years.  Such option  shall be
exercised,  if at all, by written notice to Landlord at least one hundred eighty
(180) days prior to the  expiration of the original  term hereof.  All terms and
conditions contained in this Lease shall apply during such option period, except
the annual  Minimum Rent and  Percentage  Rent shall be as provided in Section 2
hereof. In the event Tenant does not exercise the foregoing option to renew this
Lease within the required time period,  then such option shall,  upon expiration
of the  applicable  period,  become null and void and be of no further  force or
effect.

         If Tenant's  Gross Sales  during the twelve  (12) month  period  ending
approximately  one (1) year prior to the  expiration of the original term hereof
do not equal or exceed Two Hundred  Eighty-Five and 00/100ths  Dollars ($285.00)
per  square  foot of  floor  area in the  Premises,  then,  at  Landlord's  sole
election,  any  notice of  exercise  by Tenant of its  option to extend the term
hereof may, at Landlord's  election and upon notice from Landlord to Tenant,  be
deemed to be null and void and of no force or effect.  Tenant  shall  furnish to
Landlord,  concurrently  with its notice of exercise of the option,  a statement
certified by the chief  financial  officer of Tenant setting forth the amount of
Tenant's Gross Sales for the aforesaid twelve (12) month period.

         In the event Tenant does not achieve Gross Sales (as herein defined) of
at least Two Hundred Eighty-Five and 00/100ths Dollars ($285.00) per square foot
during the third (3rd) full Lease Year of the Term  hereof,  then Tenant  shall,
for a period of thirty  (30) days after the close of such third (3rd) full Lease
Year,  have the option,  upon ninety (90) days prior written notice to Landlord,
of terminating this Lease; provided,  however, that Tenant shall not be entitled
to  terminate  this Lease if Tenant  shall have been,  or is, in default of this
Lease.  Any such  notice  to  terminate  shall  be  accompanied  by a  certified
statement  of Tenant's  actual Gross Sales for such third (3rd) full Lease Year.
From and after the effective  date of Tenant's  notice to terminate,  this Lease
shall be of no further  force or effect,  subject,  however,  to the  payment by
Tenant to Landlord of all sums then due and owing or having accrued to Landlord.
In the event that Tenant fails to exercise  its option to  terminate  this Lease
within the required time period,  then such option shall, upon expiration of the
applicable  period,  become null and void and be of no further  force or effect.
Tenant shall only be  permitted  to exercise its option to terminate  this Lease
for failure to achieve  certain  Gross Sales during a particular  time period if
Tenant shall have operated its business in accordance  with the  requirements of
Section 4.2 on each day during the entire time period in question. At Landlord's
sole option, the above stated Gross Sales figure shall be reduced by 1/360th for
each day during the above stated time period that Tenant shall not have operated
its business in the leased premises."

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

                                       56
<PAGE>
     Section 2.2(d): On page 4, line 25, in place of the first deletion,  insert
"at least fifty percent (50%)" --------------

     On page 4, line 25, in place of the second deletion, insert "twenty percent
(20%)"

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

Section 3.2: At the end of the Section,  insert  "Provided that Tenant shall not
be in default under this Lease, then,  Landlord shall pay to Tenant, as a Tenant
inducement, the sum of Fifty Thousand and 00/100ths Dollars ($50,000.00), within
sixty (60) days  following  the  Commencement  Date of this  Lease and  Tenant's
opening  for  business.  In the event  that this  Lease is  terminated  prior to
expiration of the stated lease term,  Tenant shall immediately repay to Landlord
an amount equal to the then unamortized portion of the Tenant inducement paid to
Tenant,  which  amortization  shall be on the straight-line  basis over the full
stated lease term, plus interest on such unamortized  portion at a rate equal to
three (3) percentage  points above the prime rate then charged by a plurality of
FDIC member banks headquartered in the State,


<PAGE>
which interest shall accrue from the date of payment of the Tenant inducement to
Tenant  through  the date of  termination  of the  Lease.  The cost of  Tenant's
leasehold  improvements  pursuant  to Section  1.1(b)  hereof  shall be less the
amount of such Tenant inducement."

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


Section 5.2(b): At the end of the Section,  insert "Tenant's proportionate share
of Common Area Maintenance  Expenses per square foot of floor area in the Leased
Premises  for the first full  Lease Year of the Term shall not exceed  Eight and
95/100ths  Dollars ($8.95) per square foot. It is further  understood and agreed
that the Tenant's  proportionate  share of Common Area Maintenance  Expenses per
square foot during each Lease Year during the original term  beginning  with the
third  (3rd)  full  Lease  Year  shall in no event  increase  by more than seven
percent (7%) over such share for the previous Lease Year."

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

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

     Section  9.2:  On page 14,  lines  49,  52,53,  54 and 55,  after  the word
"Landlord's", insert "Reconstruction"

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

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

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

     On page 14, line 62, after the word "Landlord", insert "pursuant to Exhibit
C and Exhibit D,"

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

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

     Section 13.2: On page 18, line 16, in place of the deletion, insert "Upon"

     On page 18, line 17, in place of the deletion,  insert  "Fourteen  Thousand
Two Hundred Six and 00/100ths Dollars ($14,206.00)"

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

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

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

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

<PAGE>
     Exhibit C: On page C-2, line 27, insert "Notwithstanding the foregoing, the
Leased Premises shall have one (1) closure of fifteen foot (15') width."

     Exhibit E: On page E-1, line 23, in place of the deletion,  insert  "thirty
(30)"


In the Presence of:                                        ARIZONA MILLS L.L.C.,
                                            a Delaware limited liability company

                                              By: The Mills Limited Partnership,
                                                  a Delaware limited partnership

                                                      By: The Mills Corporation,
                                                          a Delaware corporation

                                                                             By:
                                                             Name: Judith Berson
                                                    Its:Executive Vice President
                                                                        LANDLORD


                                                             TOYS INTERNATIONAL,
                                                        a California corporation

                                                                             By:
                                                             Name: Richard Brady
                                                                          Title:
                                                                          TENANT



<PAGE>
                                    GUARANTY

Annexed to and  forming a part of Lease dated , by and  between  ARIZONA  MILLS,
L.L.C., Landlord, and TOYS INTERNATIONAL, Tenant.

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

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

     B. The obligations of the undersigned hereunder are independent of, and may
exceed,  the  obligations  of Tenant.  A  separate  action or  actions  may,  at
Landlord's option, be brought and prosecuted against the undersigned, whether or
not any action is first or subsequently  brought  against Tenant,  or whether or
not Tenant is joined in any such action,  and the  undersigned  may be joined in
any action or proceeding commenced by Landlord against Tenant arising out of, in
connection  with or based upon the Lease.  The  undersigned  waives any right to
require  Landlord  to  proceed  against  Tenant  or pursue  any other  remedy in
Landlord's power  whatsoever,  any right to complain of delay in the enforcement
of Landlord's  rights under the Lease,  and any demand by Landlord  and/or prior
action by  Landlord  of any nature  whatsoever  against  Tenant,  or  otherwise.
Notwithstanding  anything  herein to the contrary,  Landlord  shall not commence
judicial action against the undersigned without first giving the undersigned ten
(10) days written notice and opportunity to perform this Guaranty.

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

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

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

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

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

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

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

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

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

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


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

WITNESSES:
PLAY CO. TOYS AND ENTERTAINMENT
CORPORATION, a Delaware corporation
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                            CORPORATE ACKNOWLEDGMENT


STATE OF                   )
                           ) ss.
COUNTY OF                  )


     On this day of , 19 , before me personally  appeared and , to me personally
known,  who,  being by me duly  sworn,  did each for  himself  say that they are
respectively  the  and of Play  Co.  Toys  and  Entertainment  Corporation,  the
corporation named in and which executed the within instrument, and that the seal
affixed to said instrument is the corporate seal of said  corporation,  and that
said instrument was signed and sealed on behalf of said corporation by authority
of its board of directors;  and said and acknowledged  before me said instrument
to be the free act and deed of said corporation.



                                                          Notary Public, County,
                                                          My commission expires:



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