Exhibit 10.106
                    Lease Agreement for Store - Thousand Oaks

                              SHOPPING CENTER LEASE

     In consideration of the rents and covenants hereinafter set forth, Landlord
leases to Tenant,  and Tenant leases from Landlord,  the Premises upon the terms
and conditions of this Shopping  Center Lease  ("Lease")  entered into and dated
June 9, 1998 ("Execution Date"). 

                                    ARTICLE 1

FUNDAMENTAL LEASE PROVISIONS

                     ARTICLE 1 FUNDAMENTAL LEASE PROVISIONS

     1.1  Landlord:  THE  OAKS  SHOPPING  CENTER,  L.P.,  a  California  limited
partnership

     1.2 Tenant: TOYS INTERNATIONAL, a California corporation

     1.3 Tenant's Trade Name: TOYS INTERNATIONAL (Section 9.1)

     1.4 Premises:  That certain retail space currently identified as "Space No.
1(Sectioni2.1)e  Shopping  Center  known as "THE  OAKS,"  located in the City of
Thousand Oaks, County of Ventura, State of California,  containing approximately
5,339 square feet of Floor Area with a frontage of approximately 49.33 feet. The
Premises are shown in that approximate location crosshatched on Exhibit A.

     1.5 Lease Term: Approximately ten (10) years, two (2) months. (Section 3.1)

     1.6 Target Delivery Date: August 1, 1998 (Section 2.3)

     1.7 Expiration Date: December 31, 2008 (Section 3.1)

     1.8 Rent  Commencement  Date:  The  earlier to occur of October 15, 1998 or
the(Sectionn4.1)first opens for business in the Premises.

     1.9 Minimum Annual Rent:  One Hundred  Thirty-Three  Thousand  Four(Section
4.2)nty-Five and No/100 Dollars ($133,475.00) per annum, beginning with the Rent
Commencement  Date and continuing for the first five (5) full years of the Lease
Term plus any partial  calendar month at the beginning of the Lease Term;  then,
One Hundred  Forty-Four  Thousand  One Hundred  Fifty-Three  and No/100  Dollars
($144,153.00) per annum for the remainder of the Lease Term.

     1.10  Percentage  Rent:  Seven percent (7%) of Gross Sales in excess of the
Break(Section 4.3)

     1.11 Marketing  Assessment:  Sixteen  Thousand Six Hundred  Eighty-Five and
13(Sectionl8.2)($16,685.13) per annum.

     1.12 Addresses for Notices: (Article 23)


         To Landlord:      THE OAKS SHOPPING CENTER, L.P.
                           c/o TrizecHahn Centers
                           4350 La Jolla Village Drive, Suite 400
                           San Diego, CA  92122-1233
                           Attn:      Legal Department

                           and to:    Landlord's manager at the Shopping Center.

           To Tenant:      TOYS INTERNATIONAL
                           550 Rancheros Drive
                           San Marcos, CA 92069
                           Attn:      President


<PAGE>
     1.13 Permitted Use:  Primarily for the retail sale of toys and, at Tenant's
optio(Sectionn9.1)o  the extent  incidental  to the primary  operation  of a toy
store), better quality collectibles, hobbies, arts and crafts, children's books,
dolls, model kits (provided that the display of such model kits shall not exceed
twenty-five  percent  (25%) of the retail  sales  Floor  Area of the  Premises),
child-oriented games,  child-oriented video and audio cassettes,  child-oriented
compact  and  laser  discs,  and  other   technological   innovations   thereof,
child-oriented computer software,  sporting goods, wheel goods, stuffed animals,
other juvenile and  child-related  goods,  and such other items as are typically
displayed in toy stores located within  first-class  regional  shopping centers.
Tenant shall use the Premises for no other use or purpose.

     1.14 Security Deposit:  Thirty-Three Thousand Three Hundred Sixty-Eight and
75/1(Articler26)$33,368.75).


     The provisions of this Article 1 summarize certain terms of the Lease which
are more fully described in the balance of the Lease. In the event of a conflict
between the  provisions  of Article 1 and the  balance of the Lease,  the latter
shall control.  Capitalized  terms used in the Lease shall have the meanings set
forth or  cross-referenced  in Exhibit B or otherwise defined in the body of the
Lease.


                                    ARTICLE 2
                                    PREMISES

     2.1  Condition.  Tenant  accepts the Premises in its "as-is"  condition and
state of  repair  as of the  Commencement  Date.  Tenant,  at its sole  cost and
expense,  shall complete any Improvements  that may be required for Tenant's use
of the  Premises.  All such work shall be in  accordance  with  Article  11, and
Landlord shall have no responsibility to do or pay for the same.

     2.2 Title of Premises. Tenant acknowledges that Tenant's leasehold interest
in  the  Premises  is  subject  to  (a)  covenants,  conditions,   restrictions,
easements,  Mortgages,  and other matters of record, (b) the REA, (c) the effect
of all Legal Requirements,  including any local zoning laws; and (d) general and
special  taxes  not  delinquent.  Landlord  warrants  that  none of the  matters
contained in the REA and/or the Mortgage  shall  adversely  affect the Permitted
Use.

     2.3  Delay in  Delivery.  If  Landlord  cannot  deliver  possession  of the
Premises to Tenant on the Target  Delivery Date for any reason,  Landlord  shall
not be subject to any  liability  therefor.  Such failure of delivery  shall not
affect the  validity of the Lease or the  obligations  of Tenant  hereunder,  or
extend the Expiration  Date. If Landlord is unable to deliver  possession of the
Premises to Tenant  within  ninety (90) days after the Target  Delivery Date for
any reason (including without limitation  Landlord's  inability to terminate any
existing  occupancy of the  Premises)  then  Landlord,  in its sole and absolute
discretion,  shall  have  the  option  at any  time  thereafter,  but  prior  to
delivering  possession of the Premises, to notify Tenant of Landlord's intent to
terminate  the Lease in which event the Lease shall  terminate and both Landlord
and Tenant shall be released from any liability or obligation under the Lease.

     Landlord shall use reasonable efforts to deliver possession of the Premises
to Tenant on or before the  Target  Delivery  Date.  If  Landlord  is delayed in
delivering  the  Premises  by such  date,  the Rent  Commencement  Date shall be
delayed by the corresponding number of days after the Target Delivery Date until
possession of the Premises is delivered.

     If Landlord is delayed in  delivering  the  Premises by August 15, 1998 and
such delay  results in Tenant  failing to open for  business in the  Premises by
December  1,  1998  providing  Tenant  has made  reasonable  efforts  to open by
December  1, 1998,  the  Minimum  Annual  Rental set forth in Article 1 shall be
adjusted to the lesser of (i) seven  percent (7%) of Tenant's  Gross Sales to be
paid monthly in arrears on or before the twentieth  (20th) day of each month, or
(ii) the Minimum  Annual  Rental set forth in Article 1 (such  adjustment  shall
hereinafter be referred to as "Tenant's Adjustment Right").  Tenant's Adjustment
Right shall  automatically  expire  April 1, 1999 at which time Tenant shall pay
the full Minimum Annual Rental set forth in Article 1.
<PAGE>
     Tenant's  Adjustment  Right as  provided  for in this  Section 2.3 shall be
Tenant's  sole  remedy at law or in  equity  in the event of the  aforementioned
delay in delivery.  It is further agreed and understood  that Landlord shall not
be liable for any damages  arising from any such delay. In the event the Minimum
Annual Rental is adjusted as provided for herein, Tenant shall still be required
to pay all other charges,  including  Percentage Rent,  called for in the manner
provided  for in this Lease.  For the purpose of computing  Percentage  Rent due
during the adjustment  period, it shall be deemed that all abated Minimum Annual
Rent was in fact paid to Landlord.

     2.4 Relocation or Termination.  If in connection with Landlord's expansion,
reduction,  removal,  renovation or construction of new or existing improvements
(but excluding  reconfiguration  required  solely to accommodate  other Shopping
Center tenants) Landlord reasonably  determines that it is necessary that Tenant
vacate the Premises or that the  Premises be altered,  Landlord may require that
Tenant surrender possession of the Premises,  provided Landlord, in its sole and
absolute  discretion  , either  (a)  amends  this  Lease to lease  Tenant  other
comparable  premises within the Shopping Center on the same terms and conditions
as those contained in this Lease for the balance of the remaining Lease Term, or
(b)  terminates  this  Lease  and  pays  Tenant  an  amount  equal  to the  then
unamortized  net  cost  to  Tenant  of  its  Improvements,  calculated  using  a
straight-line  amortization  schedule  and an  amortization  period equal to the
Lease Term. The relocation of the Premises in accordance  with (a) herein or the
payment of the  consideration  in  accordance  with (b) herein shall be Tenant's
sole  remedy in the event  Tenant is  required to  surrender  possession  of the
Premises as provided in this Section. It is expressly agreed and understood that
Landlord shall first offer to lease Tenant other comparable  premises within the
Shopping Center if available, in Landlord's sole, yet reasonable discretion. The
foregoing provisions of this Section 2.4 shall be subject to the following:

     (a)  Comparable  premises  shall  be  deemed  to mean  premises  which  are
substantially  the same in size (not less than  5,070  square  feet or more than
5,600  square  feet in size and having a mall  frontage  of 45 feet or more) and
similar in location with respect to vertical  transportation within the Shopping
Center;  provided,  however, in no event shall Landlord be obligated to offer to
Tenant any location which Landlord is prevented from leasing to Tenant  pursuant
to  covenants  of Landlord  respecting  radius,  location,  use, or  exclusivity
contained in any other lease,  financing agreement (including the Mortgage),  or
other agreement  affecting the Shopping Center.  If more than one (1) comparable
premises is available in the Shopping  Center as determined by Landlord's  sole,
yet reasonable  judgement,  Landlord shall offer Tenant the comparable  premises
that is  closest to the  Premises.  Landlord  shall pay the cost and  expense of
finishing  the new  premises to the extent of the quality and  condition  of the
decor (including all Improvements but excluding Personal Property) which existed
in the Premises immediately prior to relocation;

     (b)  Landlord  shall  give  Tenant  at least  ninety  (90)  days  notice of
Landlord's intention to relocate the Tenant;

     (c) Landlord  shall not have the right to relocate the Tenant more than one
(1) time  during  the Lease  Term and in no event  shall  relocation  occur from
November 1st through January 31st;

     (d) The physical relocation of Tenant's Personal Property from the Premises
to the new premises  shall be  accomplished  by Landlord at Landlord's  cost and
expense;

     (e) Landlord  shall  exercise due diligence in the relocation of the Tenant
and Minimum Annual Rental and Additional Rent shall abate during any period that
the  business  conducted  upon the  Premises  must be closed as a result of such
relocation, which closure shall not exceed seven (7) days;

     (f) If the new  premises  differ in size from the  Premises  as it  existed
before the relocation, Minimum Annual Rental shall be adjusted to a sum computed
by multiplying  the Minimum Annual Rental by a fraction,  the numerator of which
shall be the total number of square feet in the new premises and the denominator
of which  shall be the  total  number  of  square  feet in the  Premises  before
relocation.  In addition, all Additional Rent which is calculated based on Floor
Area shall be calculated on the basis of the Floor Area of the new premises;
<PAGE>
     (g) The  parties  shall  immediately  execute  an  amendment  to this Lease
documenting  the  relocation  of the Tenant and the  reduction  or  increase  in
Minimum Annual Rental;

     (h) All  incidental  costs incurred by Tenant as a result of the relocation
including without limitation, costs incurred in change of address on stationery,
business cards, directories, advertising, and other such items, shall be paid by
Landlord, in a sum not to exceed Seven Hundred Fifty Dollars ($750); and

     (i) If Tenant (in its sole and absolute discretion) and Landlord are unable
to agree upon  comparable  premises for the purposes of  relocation  pursuant to
this Section 2.4 within thirty (30) days of  Landlord's  notice to Tenant of its
intent to relocate  Tenant,  then this Lease shall  terminate and Landlord shall
compensate Tenant for its reasonable damages.  For purposes of this Section 2.4,
reasonable damages shall be defined as the unamortized net cost to Tenant of its
Improvements with a straight-line amortization period equal to the Lease Term as
of the date of termination.

     2.5 Reserved Easement.  Landlord shall have the right during the Lease Term
to install, relocate, maintain, and operate conduits, facilities, and structures
comprising  the  Air  Conditioning  System  and  permitting  the  conveyance  of
Utilities  in and through the space above the ceiling (or ceiling  line if there
is no  ceiling)  in the  Premises.  If  Landlord  desires to  relocate  any such
conduits,  facilities or structures, Tenant shall have the right to approve such
relocation,  which approval shall not be  unreasonably  withheld so long as such
items remain above the ceiling or ceiling line.  Landlord  further  reserves the
right  to use up to one  percent  (1%)  of the  Floor  Area of the  Premises  as
Landlord may designate at any time to accommodate items serving other tenants or
resulting  from the  remodeling or expansion of the Shopping  Center,  including
without limitation columns,  shafts,  ducts, and pipes, provided such portion is
located  adjacent to a wall other than the  storefront and such items are either
not visible from the Premises sales area or are reasonably concealed in a manner
which does not materially detract from the appearance of Tenant's store.

     2.6 Right to Enter.  Landlord and/or its authorized  representatives  shall
have the right to enter the Premises at all reasonable  times for the purpose of
showing the Premises to prospective  purchasers or lenders.  Tenant additionally
shall permit Landlord, or its authorized representatives,  to enter the Premises
at all times during usual business hours upon  reasonable  notice (except in the
case of an emergency,  in which case Landlord may enter as reasonably necessary)
to inspect the Premises,  to perform its duties under the Lease,  and to perform
any work therein (a) that may be  necessary  to comply with Legal  Requirements,
(b) that Landlord may deem  necessary to prevent waste or  deterioration  of the
Premises  or  Shopping  Center,  and (c) that  Landlord  may deem  necessary  in
connection  with the  expansion,  reduction,  remodeling  or  renovation  of any
portion of the Shopping  Center.  Landlord  agrees that it shall use  reasonable
efforts to perform any work it is required or  permitted  to perform  under this
Section  2.6 in  such  manner  and at  such  times  as to  not  unreasonably  or
materially  disturb  Tenant's  business  operations,  except  in the  case of an
emergency.  In the event work is performed by Landlord in  accordance  with this
Section  2.6,  except to the extent such work was caused by Tenant's  failure to
perform its  obligations  under the Lease,  and said work  renders the  Premises
untenantable  for a period of at least three (3)  consecutive  days,  thereafter
Minimum Annual Rent and Additional Rent (except Percentage Rent) shall be abated
proportionately  with  the  degree  in which  Tenant's  use of the  Premises  is
impaired and such abatement  shall continue during the period in which Tenant is
unable to operate its business in the Premises as a result of such work.

     2.7 Right to  Measure  Floor  Area of  Premises.  Within  thirty  (30) days
following delivery of possession of the Premises to Tenant,  Tenant, at its sole
cost and expense, or Landlord, at its sole cost and expense, may cause the Floor
Area of the Premises to be measured by a licensed  architect.  In the event such
calculation  reflects a deviation  of more than one percent  (1%) from the Floor
Area set forth in Section  1.4, and the other party  approves  the  calculation,
this  Lease  shall be  amended to  reflect  the  recalculated  Floor Area and to
proportionately adjust Minimum Annual Rent and the Marketing Assessment.  If the
parties  do not  exercise  their  right to measure  the Floor  Area as  provided
herein,  both Landlord and Tenant hereby  acknowledge  and agree that each party
shall be deemed to have (i)  absolutely and  unconditionally  waived such right,
(ii) accepted the Floor Area  calculation as set forth in Section 1.4, and (iii)
unconditionally  released and waived any rights the parties may have against one
another in the event the Floor  Area  calculation  set forth in  Section  1.4 is
inaccurate.
<PAGE>
                                    ARTICLE 3
                                   LEASE TERM

     3.1 Duration.  The Lease shall become fully effective and binding as of the
Effective   Date.  The  "Lease  Term"  means  that  period   commencing  on  the
Commencement  Date and  continuing  through the Expiration  Date,  unless sooner
terminated as provided in the Lease or by law.

     3.2  Surrender  of  the  Premises.   At  the  Expiration  Date  or  earlier
termination  of the Lease,  Tenant shall remove all Personal  Property  from the
Premises  and  surrender  possession  of the Premises to Landlord in broom clean
condition and good state of repair,  except  ordinary  wear and tear,  damage or
destruction  covered by Article  18, and any repair  Landlord  is  obligated  to
perform pursuant to the Lease.

     3.3 Failure to Surrender  Possession and Liquidated  Damages.  Landlord and
Tenant acknowledge and agree that any failure of Tenant to surrender  possession
of the Premises on the Expiration Date or earlier termination of the Lease shall
result in substantial  damages to Landlord,  and that those damages are and will
be  impossible  or  impracticable  to measure.  Accordingly,  if Tenant does not
surrender  possession  of the Premises to Landlord as set forth  herein,  Tenant
shall be deemed a hold over tenant at sufferance . During the period of any such
hold over tenancy, Tenant shall pay to Landlord, as liquidated damages, for each
day that Tenant holds over in the Premises, an amount equal to two (2) times the
portion of the Minimum  Annual Rent  payable  during the last month of the Lease
Term, plus an amount equal to the Additional Rent  (including  Percentage  Rent)
which  was  payable  by  Tenant  in the last  full  calendar  year  prior to the
Expiration Date or earlier termination of the Lease,  prorated on the basis of a
365-day year; provided, however, that Tenant's obligation to pay such liquidated
damages  shall not  commence  until the tenth  (10th) day  following  Landlord's
notice to Tenant  stating  Landlord's  intent to enforce the  provisions of this
Section 3.3 and until the commencement of such liquidated damages,  Tenant shall
pay the Minimum Annual Rent and Additional Rent as payable by Tenant in the last
full calendar year prior to the Expiration  Date or earlier  termination of this
Lease.  No  provision  of the Lease  shall be deemed to permit  Tenant to retain
possession of the Premises after the Expiration  Date or earlier  termination of
the  Lease  without  Landlord's  prior  written  consent.  Except  as  otherwise
specifically  stated in the Lease,  all of the terms and conditions of the Lease
shall  remain in effect  following  any  extension,  renewal or hold over of the
original Lease Term.

                                    ARTICLE 4
                                      RENT

     4.1 Rent Commencement Date.  Tenant's obligation to pay Minimum Annual Rent
and Additional Rent shall commence upon the Rent Commencement Date.

     4.2 Minimum  Annual Rent.  Tenant  shall pay Minimum  Annual Rent in twelve
(12) equal monthly  installments during the Lease Term, in advance, on the first
day of each calendar month, without setoff, deduction, prior notice or demand.

     In the event that at any time after the Effective Date an additional  Major
Department Store containing at least sixty-five thousand (65,000) square feet of
Floor Area and having an entrance  abutting the enclosed mall,  other than those
shown on Exhibit A, is constructed in the Shopping  Center,  then as of the date
of the initial opening of such Major  Department  Store, the Minimum Annual Rent
as set forth in Article 1 shall be increased by ten percent (10%), provided such
increase does not occur more than once during the Lease Term.

     4.3 Percentage Rent.

     (a) In General.  Tenant shall pay Percentage  Rent for each partial or full
calendar year of the Lease Term calculated based on Gross Sales for such period.

     Said payments of Percentage  Rent shall commence with the calendar month in
which  Tenant's Gross Sales first exceed the Breakpoint for such full or partial
calendar year. Said payments shall equal that amount which is the product of the

<PAGE>
Percentage  Rent figure  (specified  in Article 1)  multiplied  by the amount of
Gross  Sales in  excess  of the  Breakpoint.  Said  payments  shall  be  payable
concurrently with Tenant's submittal of the monthly statements of Gross Sales in
accordance  with the  provisions  of Section  4.3(b).  Anything to the  contrary
notwithstanding,  in the event Minimum Annual Rent is abated in accordance  with
any provisions of the Lease, the Breakpoint shall be adjusted accordingly.

     The total  Percentage  Rent due and  payable  for a calendar  year shall be
computed based on Tenant's annual  statement of Gross Sales for that year and if
Tenant paid an amount  greater  than the actual  Percentage  Rent  payable,  the
amount of such  overpayment  shall be credited  against  Tenant's  next required
payment of Additional  Rent or, at the end of this Lease Term,  receive a refund
thereof from  Landlord,  provided  Tenant is not  otherwise in monetary  default
under the terms of this  Lease and no other  amounts  are owed to  Landlord;  if
Tenant paid an amount less than the required  Percentage Rent, then Tenant shall
pay such difference to Landlord together with Tenant's annual statement of Gross
Sales for said calendar year.

     Notwithstanding anything to the contrary contained in this Section 4.3, for
the  purpose  of  computing  Percentage  Rent due for a  partial  calendar  year
occurring  at the  beginning  of the Lease  Term,  Gross  Sales made during that
partial  year  shall be added to the Gross  Sales  made  during  the first  full
calendar year after the Rent  Commencement  Date and said payments of Percentage
Rent shall  commence with the calendar month in which Tenant's Gross Sales first
exceed the Breakpoint for this entire period

     (b)  Reporting  of Gross  Sales.  Tenant  agrees to furnish  to  Landlord a
statement  of Gross  Sales  within  twenty  (20)  days  after  the close of each
calendar month, and an annual statement,  including a monthly breakdown of Gross
Sales,  within forty-five (45) days after the close of each calendar year during
the Lease  Term and any  partial  calendar  year at the end of the  Lease  Term;
provided,  however, that Tenant shall cause its store manager to orally transmit
to Landlord  monthly  Gross  Sales  within ten (10) days after the close of each
calendar month and annual Gross Sales within thirty (30) days after the close of
each calendar year. It is agreed,  however, that should Tenant fail twice during
the Lease Term to submit its written report of monthly and/or annual Gross Sales
within the time  periods as provided  for herein,  then  Tenant  shall,  for the
remainder  of the  Lease  Term,  be  required  to  submit  its  written  monthly
statements  of Gross Sales within ten (10) days after the close of each calendar
month and to submit its written  annual  statements of Gross Sales within thirty
(30) days after the close of each calendar year. Such  statements  shall itemize
all elements of Gross Sales and Gross Sales Adjustments,  and shall be certified
as true and correct by a Responsible  Officer of Tenant. The receipt by Landlord
of any statement or any payment of Percentage Rent for any period shall not bind
Landlord as to the  correctness  of such  statement  or payment.  Upon  request,
Tenant  agrees to furnish to Landlord a copy of  Tenant's  state and local sales
and use tax  returns,  if  required in the state  where the  Shopping  Center is
located,  but only to the  extent  such  returns  are  limited  to the  business
conducted  upon the  Premises.  Tenant shall record at the time of sale,  in the
presence of the customer,  all receipts from sales or other transactions using a
cash  register or  computer  system  that  cumulatively  numbers and records all
receipts. Tenant and its subtenants, licensees, and concessionaires,  shall keep
(i) full and accurate books of account and records in accordance  with generally
accepted  accounting   principles   consistently   applied,   including  without
limitation,  a sales journal,  general ledger,  and all bank account  statements
showing  deposits of Gross Sales  revenue,  (ii) all cash register  detail tapes
with regard to all  transactions  of Gross Sales,  and (iii)  detailed  original
records of all Gross Sales Adjustments.  Such books, receipts, and records shall
be kept by  Tenant  for a period  of three  (3)  years  after  the close of each
calendar year and during such 3-year  period shall be available  for  inspection
and audit by  Landlord  and its  representatives  at the  Premises  or  Tenant's
principal  place of business at all times during regular  business hours upon no
less than twenty (20) days prior notice. It is agreed,  however, that Landlord's
right to inspect or audit shall be limited to once every calendar year, provided
(i) that in the event any audit reveals an  understatement of annual Gross Sales
of more than two percent (2%), said limit shall thereafter be inapplicable,  and
(ii) that in the event any audit shall result in a dispute between  Landlord and
Tenant,  and such dispute may be resolved by another  audit,  Landlord  shall be
entitled  to a second  audit.  Any  corrections  or  adjustments  to Gross Sales
previously  reported  by Tenant  which will result in a refund to Tenant must be
reported to Landlord  within the three (3) year period  following the end of the
calendar  year in which such Gross Sales were made. If it shall be determined as
a  result  of an audit  that  there  has been a  deficiency  in the  payment  of
Percentage Rent, then such deficiency  shall become  immediately due and payable
with interest at the Interest Rate from the date when said payment was due or if

<PAGE>
such audit  determines that there has been an overpayment of Percentage Rent the
amount of such  overpayment  shall be credited  against  Tenant's  next required
payments of Additional  Rent. In addition,  if Tenant  understates  annual Gross
Sales by more  than  three  percent  (3%) and if  Landlord  is  entitled  to any
additional  Percentage  Rent as a result,  or if an audit  shows that Tenant has
failed to  maintain  the books of account  and  records as  required or fails to
appear for and/or  cooperate  with  Landlord's  audit  representative  and, as a
result,  Landlord is unable to verify the accuracy of Tenant's  statement,  then
Tenant  shall pay to Landlord  all  reasonable  costs and  expenses  incurred by
Landlord  in  conducting  such  audit  and  collecting  any  underpayment.   Any
information  gained  from  such  audits,   statements  or  inspection  shall  be
confidential  and shall not be  disclosed  other  than to carry out the  purpose
hereof; provided,  however,  Landlord shall be permitted to divulge the contents
of any such statements in connection  with any  contemplated  sales,  transfers,
assignments,  encumbrances or financing  arrangements of Landlord's  interest in
the Premises or in connection with any administrative or judicial proceedings in
which  Landlord  is involved  where  Landlord  may be  required to divulge  such
information.

     (c) New  Locations.  If during the Lease Term,  Tenant,  or any director or
officer of Tenant,  or any  parent,  subsidiary  or other  affiliate  of Tenant,
directly or indirectly, operates or owns either (i) under Tenant's Trade Name or
otherwise  any similar type of business  (except for stores  operated  under the
trade name "Play Co." as  hereinafter  provided) not so operated or owned on the
date  Landlord  executed  the Lease  within a radius of ten (10)  miles from the
location of the Shopping Center, or (ii) under the trade name "Play Co.", not so
operated or owned on the date  Landlord  executed  the Lease  within a radius of
three (3) miles from the location of the Shopping  Center,  Landlord shall,  and
continuing  while Tenant is  operating  said other  business,  include the Gross
Sales of such other  business in the Gross Sales made from the  Premises for the
purpose of computing  the  Percentage  Rent due  hereunder.  Tenant will provide
Landlord  with a statement  of Tenant's  Gross  Sales,  in  accordance  with the
provisions of Section 4.3(b) for each such business  location operated by Tenant
within said radius.

     (d) Mutual  Right to  Terminate  Based on Gross  Sales.  Landlord or Tenant
shall have a one (1) time right to terminate this Lease by written notice to the
other party, which notice must be given, if at all, during the first ninety (90)
days  following the  thirty-sixth  (36th) full calendar month of the Lease Term.
Such  termination  shall be  effective  on the  ninetieth  (90th) day after such
notice is given.  This  right to  terminate  shall be null and void in the event
Tenant's  Gross  Sales  exceed One Million  Six  Hundred  Two  Thousand  Dollars
($1,602,000)  during any one of the first three (3) years (year being defined as
twelve [12] consecutive  full calendar  months) of the Lease Term and,  further,
Tenant's  right to  terminate  shall be null and void in the event  Tenant is in
default of this Lease,  beyond any applicable cure period, as of the date of the
termination notice.

     4.4 Additional  Rent.  Tenant shall pay all Additional Rent without setoff,
deduction,  prior notice or demand in the amounts and in the manner set forth in
the Lease.

     Tenant's payments of Additional Rent pursuant to Articles 5, 6, and 7 shall
be payable in the following manner:

     (a) Estimate.  Commencing  with the Rent  Commencement  Date and continuing
throughout  the balance of the Lease Term,  Tenant  shall pay  Landlord,  on the
first  day of each  calendar  month,  those  amounts  Landlord  estimates  to be
Tenant's share of the aforementioned  Additional Rent.  Landlord may adjust such
monthly  estimates at the end of any calendar quarter on the basis of Landlord's
experience and reasonably anticipated costs.

     (b) Reconciliation. Following the end of each calendar year or property tax
installment  period,  as  applicable,  Landlord  shall furnish  Tenant  separate
statements for the Additional  Rent payable by Tenant pursuant to Articles 5, 6,
and 7. Such  statements  shall cover the billing period showing the total of the
applicable  Additional  Rent expenses,  Tenant's share of such expenses for such
billing  period,  and the total prior amounts  payable by Tenant with respect to
such period in accordance  with  subsection  (a) of this  Section.  Upon written

<PAGE>
request, Landlord will provide Tenant with the method of calculation of Tenant's
share.  If Tenant's share of the Additional  Rent expenses  exceeds the total of
Tenant's payments with respect thereto, Tenant shall pay Landlord the deficiency
within thirty (30) days after receipt of such statement. If said payments exceed
Tenant's share of the specified  Additional Rent expenses,  such excess shall be
offset  against the  payments  next due Landlord  for the same  Additional  Rent
expense  with a refund of any  excess  remaining  at the  expiration  or earlier
termination of the Lease Term except to the extent Tenant is in monetary default
under this Lease.  If it shall be  determined as a result of an audit that there
has been an  overpayment  in the payment of  Additional  Rent due to  Landlord's
miscalculation  of the year end  reconciliation,  then such overpayment shall be
credited to Tenant's next payment of Additional Rent with a refund of any excess
remaining at the  expiration or earlier  termination of the Lease Term except to
the extent Tenant is in monetary default under this Lease.

     (c) Tenant's  Right to Audit.  Provided  Tenant is not in default under any
provision  of this Lease after  notice and  expiration  of the  applicable  cure
period,  if any, provided for in Article 16, within twelve (12) months after the
receipt by Tenant of the annual statement with respect to any item of Additional
Rent for a calendar  year,  or tax year,  if  applicable  with respect to taxes,
Tenant  may,  upon no less  than  thirty  (30)  days'  prior  written  notice to
Landlord,  audit  Landlord's books pertaining to such Additional Rent payable by
Tenant  pursuant to Articles 5, 6, and 7 for such  calendar year or tax year, as
the  case may be.  Tenant's  audit  shall be  performed  by a  certified  public
accountant who is retained strictly on a non-contingency  basis. The audit shall
be  conducted  at the office  designated  by Landlord  and shall be during usual
business  hours.  Tenant's  right to audit  shall be  restricted  to one (1) per
calendar  year and shall be at the sole cost and expense of Tenant.  In no event
shall  Tenant's  right to audit  relieve  Tenant  of its  obligation  to pay all
amounts  due as  provided  in this  Lease.  Tenant  shall  deliver a copy of the
results of such audit to  Landlord  within  fifteen  (15) days of its receipt by
Tenant.  Any information  gained from such audit shall be confidential and shall
not be  disclosed  by Tenant,  its agents  and/or  employees  except to Tenant's
attorneys,  accountants,  and consultants or in connection with any contemplated
assignments or in connection with any administrative or judicial  proceedings in
which Tenant may be required to divulge such information.

     (d) Payment  Directly to Third  Party.  Landlord,  in its sole and absolute
discretion,  shall have the option to require that the Tenant pay the reasonable
costs of certain  services  directly to the provider of such  services.  In such
event, such costs shall not be payable to Landlord as provided in the applicable
provision of the Lease  unless  Tenant fails to pay any such amount when due. If
Tenant fails to pay any such amount when due and such failure  continues for ten
(10) days after Tenant' receipt of notice thereof from Landlord,  Landlord shall
have the right,  but not the obligation,  to pay such amount on behalf of Tenant
and Tenant  shall,  upon  demand,  pay such amount to Landlord  plus  Landlord's
Administrative Fee.

     4.5  Proration  of Rent for Partial  Month.  Rent payable by Tenant for any
partial  calendar  month at the  beginning  or end of the  Lease  Term  which is
calculated  on the basis of a full  calendar  year shall be  computed on a daily
basis to reflect the actual  number of days in said  partial  month at an amount
equal to one-three  hundred  sixty-fifth  (1/365th) of such annual Rent for each
day of said partial month.

     4.6  Landlord's  Right  to  Offset.  If any sums are  payable  by  Landlord
pursuant to any provision of the Lease,  Landlord  shall have the right to first
offset  from  such sum any  amounts  that are  currently  payable  by  Tenant to
Landlord pursuant to any provision contained in the Lease.

     4.7  Failure  to Pay Rent When Due.  If Tenant  fails to pay any  amount of
Minimum  Annual Rent or  Additional  Rent within five (5) days of when due, such
unpaid  amount shall bear  interest at the Interest  Rate from the date such sum
was due . In addition,  Tenant  acknowledges  that the late payment by Tenant of
any  installment of Minimum Annual Rent or Additional  Rent within five (5) days
of when due will  cause  Landlord  to  incur  certain  costs  and  expenses  not
contemplated  under this Lease,  the exact  amount of which costs are  extremely
difficult or impracticable to determine.  Therefore,  if any such installment is

<PAGE>
not received by Landlord  from Tenant  within five (5) days of when due,  Tenant
shall  immediately pay to Landlord a late charge of Four Hundred Dollars ($400).
Landlord and Tenant agree that such late charge represents a reasonable estimate
of such costs and  expenses  and is fair  compensation  to Landlord for its loss
caused by Tenant's late payment.

     4.8 Address for Payments.  Tenant shall pay all rent and other payments due
Landlord at  Landlord's  management  office in the Shopping  Center,  or at such
place as Landlord may from time to time designate in writing.


                                   ARTICLE 5 s
                      PREMISES TAX AND INSURANCE EXPENSES s

     Tenant  agrees to pay to  Landlord  (a) the  amount of all  taxes,  similar
assessments,  and special  assessments levied for any reason on, or attributable
to, the Premises and/or the realty underlying the Premises  (whether  separately
or as part of a larger parcel as provided in this Article) and reasonable  costs
associated  with  challenging  such  taxes and  assessments  and (b) the cost to
Landlord of the insurance  required to be maintained by Landlord on the Premises
under Section 13.3. In no event shall Tenant be required to pay: (a) any portion
of Landlord's general income, franchise,  inheritance,  estate or gift taxes, or
(b) any  assessment  levied for the  purpose  of  financing  Landlord's  cost to
develop or construct any portion of the Shopping Center.

     With  respect  to any  assessment  which may be levied  against or upon the
Premises and the Shopping  Center,  or which under the laws then in force may be
evidenced by improvement  bonds or other bonds,  and which may be paid in annual
installments,  only the  amount of such  annual  installment  (with  appropriate
proration  for any partial  calendar  year of the Lease Term) shall be including
within the  computation of Tenant's pro rata share of taxes and  assessments for
any particular year.

     Upon Tenant's written request  therefor,  Landlord will provide Tenant with
copies of applicable tax bills for the immediately preceding tax period or other
information upon which Landlord has relied for its determinations hereunder.

     For the purpose of this Article,  the term "larger  parcel" is such portion
of  the  Shopping  Center  containing  the  Premises  and  other  realty  and/or
improvements  for which taxes and  assessments  are levied,  but  excluding  any
portion whose taxes are included in the Common Area  Expenses.  In the event the
Premises and the realty underlying the Premises are not separately  assessed for
computation of taxes and  assessments  or are separately  assessed and billed as
part of a larger  parcel then,  in either event,  taxes and  assessments  on the
Premises and the realty  underlying the Premises shall be that proportion of the
taxes and assessments on such larger parcel which the Floor Area of the Premises
bears  to the  Floor  Area of all the  areas  available  for  exclusive  use and
occupancy by tenants of such larger parcel, whether or not actually occupied and
open for  business,  provided  that an  equitable  adjustment  shall be made for
buildings  which are partially  completed on the date such taxes and assessments
are levied.

     In the event the cost to Landlord of the insurance covering the Premises is
not  separately  charged to Landlord,  Tenant's  share of insurance as set forth
herein shall be the proportion of the total  insurance  expenses  (excluding any
insurance which is included in Common Area Expenses) which the Floor Area of the
Premises  bears to the Floor Area of all the areas  available  for exclusive use
and  occupancy  by  tenants of the  Shopping  Center,  whether  or not  actually
occupied  and open for  business,  exclusive  of Floor Area which is  separately
insured.

     Tenant  shall pay before  delinquency  all taxes  (including  sales and use
taxes),  assessments,  license  fees,  and public  charges  levied,  assessed or
imposed  upon  its  business   operation  as  well  as  upon  its   merchandise,
Improvements,  and  Personal  Property.  In the  event  such  items of  Tenant's
property are assessed with property of Landlord,  Landlord  shall  allocate such
assessment,  on the basis of assessed value or such other reasonable allocation,
between Landlord and Tenant so that Tenant shall pay only its equitable portion.
<PAGE>
                                    ARTICLE 6
                         UTILITIES AND AIR CONDITIONING

     6.1 Utilities. Landlord shall make the following Utilities available to the
Premises : sewage  removal,  delivery  of water,  electricity,  natural  gas (if
permitted by Landlord), and telephone service. Landlord shall have no obligation
whatsoever to make any other Utilities available for the benefit of Tenant.

     6.2 Utilities  Charge.  Tenant shall pay the Utilities Charge in accordance
with Section 4.4.

     6.3  Calculation  of Utilities  Charge.  The  "Utilities  Charge"  shall be
Tenant's payment of any and all Utilities  furnished by Landlord to the Premises
or otherwise for the benefit of Tenant. Tenant shall install at its sole expense
any  separate  meter  required by Landlord or Tenant for any  Utilities.  If any
Utilities are not separately metered to the Premises and are instead provided in
common with others,  then Landlord shall reasonably  determine Tenant's share of
the Utilities so provided (not to exceed the rates of the local utility  company
if such service had been provided  directly to Tenant),  and such  determination
shall be used in the  calculation of the Utilities  Charge;  provided,  however,
that Tenant shall be permitted to install a submeter to monitor  Tenant's usage.
Tenant shall use the Utilities  provided by Landlord to the Premises  throughout
the Lease Term, and shall not contract separately for the same without the prior
written consent of Landlord which Landlord may grant or withhold in its sole and
absolute discretion.  The Utilities Charge shall not exceed the charge the local
public  utility  company  would have  imposed  had said  company  furnished  the
Utilities directly to Tenant. If Landlord does not provide all of the Utilities,
Tenant agrees, at its own expense, to pay to the appropriate utility company the
cost of any such Utilities.

     6.4 Air Conditioning.  The Air Conditioning  System serving the Premises is
either an  individual  unit serving the Premises  exclusively  or a  centralized
system serving the Premises on a nonexclusive basis.

     6.5 Air Conditioning  Charge.  If the Air Conditioning  System  exclusively
serves the Premises,  Tenant shall have no separate Air Conditioning Charge, but
Tenant  shall pay all costs of  Utilities  used to operate the Air  Conditioning
System as part of the  Utilities  Charge.  If the Air  Conditioning  System is a
centralized  system serving the Premises on a nonexclusive  basis,  Tenant shall
pay the Air Conditioning Charge as provided in Section 4.4.

     6.6 Calculation of Air Conditioning  Charge. The "Air Conditioning  Charge"
shall be Tenant's share of the total expense  associated  with the operation and
maintenance of the Air Conditioning  System  (including  Amortization of Capital
Items) for any given  calendar year and the  Administrative  Fee with respect to
all such expenses.  Initially,  such share shall be equal to the proportion that
Tenant's  Engineered  Value bears to the total of the  Engineered  Values of all
tenants utilizing the Air Conditioning  System during each calendar month of the
calendar year and averaged for that calendar year. Within thirty (30) days after
Tenant  opens the  Premises  for  business,  Tenant  shall  submit to Landlord a
certified air balance  report  stating the amount of CFM actually  being used by
Tenant in the  Premises.  If Tenant fails to submit such  certified  air balance
report to Landlord within said thirty (30) day period,  Landlord may obtain such
a certified air balance report at Tenant's expense,  which air balance report as
completed by Landlord shall be binding and conclusive.  If the Air  Conditioning
System  supplies  chilled  water or other  fluid  refrigerant  to the  Premises,
Landlord  shall measure the GPM actually being used by Tenant in the Premises on
the basis of the air balance  report.  Either  party may,  at any time,  install
meters to verify  the  amount of  CFM/GPM  used by  Tenant.  After  receipt  and
verification  of the air balance  report and/or the metered CFM or GPM readings,
Landlord shall use such actual CFM or GPM in the foregoing  formula,  in lieu of
Tenant's Engineered Value.

     6.7  Tenant's  Engineered  Value.  Tenant  shall  not at any time  cause an
increase in the Engineered Value without the prior written approval of Landlord.
Upon   Landlord's   request,   Tenant  shall  submit  to  Landlord  the  current
calculations requested under Exhibit F.


<PAGE>
                                    ARTICLE 7
                                   COMMON AREA

     7.1 Tenant's  License to Use.  Landlord grants to Tenant and its employees,
agents,  customers,  and invitees a non-exclusive license to use the Common Area
during the Lease Term,  subject to the rights of Landlord,  the other tenants of
Landlord,  the other owners of the Shopping Center and such parties'  employees,
agents, customers, and invitees to use the same in common with Tenant.

     7.2  Operation  and  Maintenance  of Common Area.  Landlord  shall keep the
Common Area in a neat, clean, and orderly condition,  and shall repair, maintain
or  replace  all  equipment  and  facilities  thereof  as  Landlord  shall  deem
necessary.  Landlord may cause any or all of the services  concerning the Common
Area to be provided by an independent  contractor(s)  or by an  affiliate(s)  of
Landlord.  If Landlord does not maintain all of the Common Areas of the Shopping
Center  because one or more of the Major  Tenants  maintains a portion  thereof,
then, for so long as such condition exists,  Landlord's responsibility hereunder
shall extend to only those  portions of the Common Area not  maintained by Major
Tenants and the Common Area expenses  described in this Article shall refer only
to the portions maintained by Landlord.

     7.3 Common Area Expenses.

     (a)  In  General.  "Common  Area  Expenses"  shall  mean  all  expenses  in
connection  with the use,  ownership  (i.e.,  property  taxes),  operation,  and
maintenance  of the Common  Area,  including  without  limitation,  all  general
maintenance  and repairs  deemed  necessary by Landlord or as may be required by
Governmental  Authority;  work performed by Landlord in accordance  with Section
12.2;  resurfacing,  restriping,  and  repair of all  parking  areas;  painting;
cleaning; trash removal; snow and ice removal; sweeping and janitorial services;
seasonal decor;  signs; fire protection  systems;  personnel to implement any of
the foregoing  services  including,  if Landlord  deems  necessary,  the cost of
security  officers and security systems;  all taxes,  similar  assessments,  and
special  assessments  levied for any  reason on the  Common  Area and the realty
underlying the Common Area and all reasonable  costs associated with challenging
such taxes and assessments; all personal property taxes levied for any reason on
any  personalty  of the  Common  Area;  the cost to  Landlord  of the  insurance
covering the Shopping  Center;  the  Amortization of Capital Items;  all on-site
costs and  personnel  expenses of Landlord  incurred  in managing  the  Shopping
Center;  and the  Administrative  Fee with respect to all such expenses.  Common
Area Expenses shall be reduced (prior to the  calculation of Tenant's  share) by
the  contributions  required to be made by the Major Tenants thereto,  and shall
not  include  any  costs  in  connection  with  the  original  construction  and
installation of the Common Area.  There shall be no duplication to Tenant of the
costs for insurance and taxes as provided in Article 5 and this Section.

     Notwithstanding  anything to the contrary  contained in this Lease,  Tenant
shall  not be  required  to pay its  share of any  costs  which  (i)  have  been
reimbursed to Landlord from  insurance  proceeds or warranties or eminent domain
award  (and to the  extent  Tenant  does  pay  for  any  such  costs  which  are
subsequently reimbursed to Landlord, Tenant shall be entitled to a refund), (ii)
are incurred in  connection  with the  expansion or  renovation  of the Shopping
Center except to the extent such expenses are deferred  maintenance  expenses or
otherwise  appropriate   operation  and/or  maintenance   expenses;   (iii)  are
associated  with the  removal  and/or  abatement  of  Hazardous  Materials  from
portions of the Shopping Center other than the Premises; or (iv) are incurred by
Landlord  pursuant to Section 8.4 of this Lease.  Further,  Tenant  shall not be
required to pay both depreciation and the replacement cost for the same item.

     In no event  shall  Tenant's  share of  expenses  in any  calendar  year in
connection  with any work  associated  with an Insured  Casualty or an Uninsured
Casualty exceed an amount equal to fifteen percent (15%) of Tenant's total share
of Common Area  Expenses for such year;  provided,  however,  that  commercially
reasonable deductibles,  co-insurance,  and/or self-insurance funds shall not be
subject to the foregoing  limitation  so long as the  potential  exposure to the
Landlord as a result of such  deductibles,  co-insurance,  and/or self insurance
does not  exceed an amount  equal to 25% of the  total  replacement  cost of the
Shopping Center).
<PAGE>
     (b) Calculation.  Tenant shall pay its share of Common Area Expenses in the
manner provided in Section 4.4.  Tenant's share of Common Area Expenses shall be
calculated as follows:

     (i)  Tenant's  share of Common  Area  Expenses  for the  previous  calendar
quarter or year  shall be the  proportion  of all such  expenses,  exclusive  of
Interior  Mall  Expenses  and Food  Court  Expenses,  that the Floor Area of the
Premises  bears to the total Floor Area of all premises in the  Shopping  Center
that are occupied and open for business as of the  commencement of each calendar
quarter  and  averaged  for that  calendar  year,  exclusive  of the Floor  Area
occupied by the Major Tenants; provided, however, that during the Lease Term, in
no event will  Tenant's  share of such Common Area Expenses be calculated on the
basis of less than  eighty  percent  (80%)  occupancy  of the Floor  Area of the
Shopping Center, exclusive of the Floor Area occupied by the Major Tenants;

     (ii) If the  storefront  of the Premises is located on the  Interior  Mall,
Tenant's  share of Interior Mall Expenses for the previous  calendar  quarter or
year shall be the  proportion  of all Interior Mall Expenses that the Floor Area
of the Premises  bears to the Floor Area of all premises  having  storefronts on
the Interior Mall that are occupied and open for business as of the commencement
of each calendar  quarter and averaged for that calendar year,  exclusive of the
Floor Area occupied by the Major  Tenants;  provided,  however,  that during the
Lease Term,  in no event will  Tenant's  share of such Interior Mall Expenses be
calculated on the basis of less than eighty percent (80%) occupancy of the Floor
Area of premises  having  store fronts on the  Interior  Mall,  exclusive of the
Floor Area occupied by the Major Tenants; and

     (iii) If the  Premises  is located  within  the Food Court of the  Shopping
Center and the use of the Premises involves the sale of food,  Tenant's share of
Food  Court  Expenses  for the  previous  calendar  quarter or year shall be the
proportion of all Food Court  Expenses that the Floor Area of the Premises bears
to the  Floor  Area of all food use  tenants  within  the  Food  Court  that are
occupied and open for business as of the  commencement of each calendar  quarter
and averaged for that calendar year.

     7.4 Extended Hours  Services.  If Tenant desires to operate its business in
the Premises beyond the normal Shopping Center hours of operation,  Tenant shall
request  Landlord's  permission  to do so,  which  request  shall be  subject to
Landlord's approval,  and thereafter shall notify Landlord of any changes in the
times or dates of the extended  hours of operation.  Landlord will provide those
extended  hours  services  that it deems  necessary  and Tenant shall  reimburse
Landlord  for  Tenant's  equitable  share of the  increased  costs  incurred  by
Landlord  for  such  extended  hours  services,   including  without  limitation
lighting, security, Utilities, and Landlord's Administrative Fee with respect to
all such expenses.  Tenant shall pay such increased  costs as part of Additional
Rent in accordance with Section 4.4.

     7.5 Control of Common Area.  Landlord  shall at all times have the right to
determine the nature and extent of the Common Area, whether the same be surface,
underground  or  multiple-deck,  and to make such  changes  thereto  as it shall
elect,  including  without  limitation the location and relocation of driveways,
entrances,  exits,  and  automobile  parking  spaces,  the direction and flow of
traffic, and the installation of prohibited areas,  landscaped areas and Utility
Installations.  Landlord shall at all times have the sole and exclusive  control
of the Common  Area,  including,  without  limitation,  the right to lease space
within the Common Area to tenants for the sale of  merchandise  and/or  services
and  the  right  to  permit  advertising  displays,   educational  displays  and
entertainment in the Common Area,  including kiosks,  carts, and other temporary
or permanent stands.  Landlord's  control and operation of the Common Area shall
at all times be  subject  to  Landlord's  obligation  to  comply  with all Legal
Requirements.  Landlord  shall  also have the right at any time and from time to
time to exclude and  restrain any person from the use or occupancy of the Common
Area.  It shall be the duty of  Tenant to keep all of the  Common  Area free and
clear of any  obstructions  created or  permitted  by Tenant or  resulting  from
Tenant's  operation.   However,  no  permanent  facility  which  materially  and

<PAGE>
adversely  affects the access to or visibility of the Premises  shall be located
within ten feet (10')  directly in front of  Tenant's  Premises as limited by an
imaginary  ten foot (10')  extension of Tenant's  Interior  Demising  Partitions
without Tenant's prior consent.

     7.6  Security  Officers.  Tenant  acknowledges  that if  Landlord  provides
security officers for the Common Area, Landlord does not represent, guarantee or
assume  responsibility  that Tenant  will be secure from any Claims  relating to
such security officers.  Landlord shall have no obligation to hire,  maintain or
provide  such  services,  which may be  withdrawn or changed at any time with or
without notice to Tenant or any other person and without liability to Landlord.

     7.7 Rules and  Regulations.  In  addition to any rules and  regulations  of
record  governing  the  Shopping  Center,  Tenant  shall  abide by the rules and
regulations  set forth in Exhibit D. Landlord  shall have the right to establish
additional  reasonable  and  equitable  rules  and  regulations,  and  to  adopt
reasonable and equitable amendments to the same from time to time for the proper
and efficient  operation  and/or  maintenance  of the Common Area or any portion
thereof, as Landlord determines in its discretion.

     7.8  Validated   Parking.   Landlord  shall  have  the  right  to  adopt  a
nondiscriminatory,  uniform  policy,  charge  and/or  validation  system for the
parking facilities in the Common Area.

                                    ARTICLE 8
                                MARKETING ARTICLE

     8.1 Marketing.  Tenant shall, at Landlord's option, either participate in a
marketing  fund  ("Marketing  Fund") or a  merchants'  association  ("Merchants'
Association")  which shall be organized to market the Shopping Center.  Landlord
shall control and administer  the Marketing  Fund, if  established,  with advice
from an advisory group comprised of  representatives  of various Shopping Center
tenants. The activities of the Marketing Fund or the Merchants' Association,  as
the case may be, shall be financed by an annual  budget based on an  appropriate
fiscal year.  The annual  budget shall be the sum of the  following:  the annual
marketing   assessments  of  all  tenants  at  the  Shopping  Center;  plus  the
contributions  of  Landlord  as  provided  in  this  Article  and of  all  Major
Department Stores pursuant to their separate agreements with Landlord.

     8.2  Tenant's  Marketing   Assessment.   Tenant  shall  pay  the  Marketing
Assessment to Landlord if Landlord has  established  the  Marketing  Fund, or as
dues to the Merchants' Association if Landlord has not established the Marketing
Fund. Tenant shall pay the Marketing  Assessment in equal monthly  installments,
payable in advance  commencing on the Rent  Commencement  Date and thereafter on
the first day of each calendar month of each year. Tenant's Marketing Assessment
shall be adjusted  annually in accordance  with the CPI  Adjustment  Procedures;
provided,  however,  in no event shall the Marketing  Assessment increase in any
year by more  than  five  percent  (5%) over the  Marketing  Assessment  for the
previous  year.  The Base  Month  shall  be the  month  of  October  immediately
preceding the Rent Commencement Date; the Month of Adjustment shall be the month
of October during each fiscal year of the Lease Term thereafter.  The adjustment
shall be  effective  as of the  first  day of  January  following  the  Month of
Adjustment.

     8.3 Landlord's  Contribution.  Landlord shall contribute on a noncumulative
basis an amount  equal to  twelve  and  one-half  percent  (12.5%)  of the total
contributions by all tenants of the Shopping Center (including contributions, if
any,  made by the Major  Department  Stores) to the  Marketing  Fund;  provided,
however,  in no event  shall  Landlord  be  required  to  contribute  more  than
Twenty-Five Thousand Dollars ($25,000) in any fiscal year. At Landlord's option,
Landlord may elect to  contribute  part or all of the marketing and graphic arts
services required by the Marketing Fund or the Merchants' Association in lieu of
making its contribution in cash. In any event,  Landlord shall maintain the sole
and absolute  authority to employ and  discharge any member of its marketing and
graphic arts staffs providing said services.

     8.4 Daily Sales. Landlord may, in its sole and absolute discretion, provide

<PAGE>
a program for the purpose of collecting  daily sales  information  directly from
the Tenant via  Tenant's  designated  representative  at the Premises and Tenant
agrees to participate  in any such program.  The daily sales  information  would
include gross daily receipts collected at the Premises.  The program shall be in
the form of automated, computerized telecommunication. The costs and expenses in
connection  with the  operation  of the program  would be paid for either by the
Landlord or by proceeds from the Marketing Fund. The  information  collected may
be utilized by Landlord for the purpose of evaluating  and  responding to market
trends and determining merchandising category rankings.

                                    ARTICLE 9
                                       USE

     9.1 Permitted  Use.  Tenant shall operate the Premises only under  Tenant's
Trade Name and shall only use the  Premises  for the  Permitted  Use, and for no
other use or purpose.  Landlord shall not unreasonably withhold its consent to a
change  in  Tenant's  Trade  Name  in  connection  with  an  approved  Occupancy
Transaction.

     9.2 Duties and  Prohibited  Conduct.  Tenant shall at all times comply with
all  Legal  Requirements.  At  Tenant's  sole  expense,  Tenant  shall  procure,
maintain,  and make available for Landlord's inspection any governmental license
or permit  required  for the  proper and lawful  conduct of  Tenant's  business.
Tenant shall not use the Premises,  or permit or fail to prevent the Premises to
be  used,  (a)  for  any  purpose  or in any  manner  that  violates  any  Legal
Requirement  and/or the  requirements  of the insurance  underwriter(s)  for the
Shopping  Center,  (b) for the sale or display of pornography,  nudity,  graphic
violence, drug paraphernalia, or any goods and/or services that, in the sole and
absolute discretion of Landlord,  are inconsistent with the image of a community
or family-oriented  shopping center, (c) as a massage parlor, adult bookstore or
second-hand  store,  (d) to conduct an auction,  distress,  fire,  bankruptcy or
going-out-of  business  sale or  similar  sales,  (e) to sell  merchandise  from
vending machines  (except vending  machines  installed and made available solely
for use by  Tenant's  employees),  (f) to operate  any  video,  pinball or other
gaming machines,  although Tenant shall be allowed to display and demonstrate to
customers  and/or allow customers to operate items which Tenant has for sale, or
(g) to keep live animals of any kind unless  otherwise  permitted by this Lease.
Tenant  shall not place,  affix or  maintain  any signs,  advertising  placards,
names, insignia,  trademarks,  descriptive material or any other similar item or
items  outside,  on or within  twenty-four  inches (24") of the Lease Line,  the
storefront,  the glass panes and  supports of the show  windows,  or any window,
door,  roof or the  exterior  side of any  Perimeter  Demising  Partition of the
Premises,  except such signs as Landlord  shall approve in writing in accordance
with  Exhibit C.  Tenant  shall use the sales Floor Area within six feet (6') of
the storefront Lease Line, if at all, for the promotional display of merchandise
only; stacking or stocking merchandise within said area or in the window area is
expressly prohibited. Tenant shall not cause or permit any waste to occur in the
Premises  and shall not  overload  the  floor,  or any  mechanical,  electrical,
plumbing  or  Utility  systems  serving  the  Premises.  Tenant  shall  keep the
Premises, and every part thereof, in a clean and wholesome condition,  free from
any objectionable  noises, loud music, odors or nuisances.  If the Permitted Use
includes  the sale of  and/or  preparation  of food,  Tenant  shall at all times
maintain  a health  department  rating  of "A" (or  such  other  highest  health
department or similar rating as is available).

     9.3 Hazardous Materials.

     (a) In  General.  Tenant  shall not use,  generate,  manufacture,  produce,
store,  transport,  treat,  dispose or permit the escape or release  on,  under,
about or from the Premises, or any part thereof, of any Hazardous Materials.  If
Tenant's  Permitted  Use  requires  the  use  and/or  storage  of any  Hazardous
Materials on, under or about the Premises,  Tenant shall provide  written notice
to  Landlord,  prior to final  execution  of the Lease,  of the identity of such
materials and Tenant's proposed plan for the use, storage, and disposal thereof;
such use,  storage,  and disposal  shall be subject to Landlord's  approval,  in
Landlord's sole and absolute discretion. If Landlord approves such proposed use,
storage, and disposal of specific Hazardous Materials,  Tenant may use and store
upon the Premises  only such  specifically  approved  materials and shall comply
with any  conditions  to such  approval as  Landlord  may impose in its sole and

<PAGE>
absolute  discretion.  Landlord's  permission  hereunder  may  be  withdrawn  or
modified at any time in Landlord's  sole and absolute  discretion.  Tenant shall
fully and promptly comply with all Hazardous  Materials Laws at all times during
the Lease Term, and at the expiration or earlier  termination of the Lease Term,
Tenant  shall  remove  and  dispose of all  Hazardous  Materials  affecting  the
Premises and the Shopping Center resulting from the use or occupancy  thereof by
Tenant or its agents, employees, suppliers, contractors, subtenants, successors,
and assigns  regardless  of whether  such  removal is required by any  Hazardous
Materials  Law.  Notwithstanding  the foregoing,  Landlord  consents to Tenant's
above-ground  use, storage,  and off-site disposal of products  containing small
quantities of Hazardous Materials, which products are of a type customarily used
in operations  specifically  mentioned as a Permitted Use,  provided that Tenant
shall handle,  use, store, and dispose of such Hazardous Materials in a safe and
lawful  manner  and shall not  allow  Hazardous  Materials  to  contaminate  the
Premises or the Shopping Center.

     (b) Indemnity.  Tenant shall indemnify,  protect, defend, and hold Landlord
(and its  partners,  joint  venturers,  shareholders,  affiliates,  and property
managers, and their respective officers,  directors,  employees, and agents) and
Landlord's  Mortgagee  harmless from and against any and all Claims  arising out
of, in  connection  with,  or  directly  or  indirectly  arising out of the use,
generation,  manufacture,  production,  storage, treatment, release, disposal or
transportation of Hazardous  Materials by Tenant, or any successor,  assignee or
sublessee  of  Tenant,  or  their  respective  agents,  contractors,  employees,
licensees,  or invitees,  on, under,  about or from the Premises or the Shopping
Center,  including, but not limited to, all foreseeable and unforeseeable costs,
expenses,  and  liabilities  related to any testing,  repair,  cleanup,  removal
costs,  detoxification or decontamination and the preparation and implementation
of any closure,  remedial action,  site assessment costs or other required plans
in connection  therewith deemed required,  necessary or advisable by Landlord or
any Governmental Authority,  and any foreseeable or unforeseeable  consequential
damages. Any defense of Landlord pursuant to the foregoing indemnity shall be by
counsel  reasonably  acceptable to Landlord.  Neither the consent by Landlord to
the use, generation,  storage,  release, disposal or transportation of Hazardous
Materials,  nor Tenant's strict  compliance  with all Hazardous  Materials Laws,
shall excuse Tenant from Tenant's  indemnification  obligations  hereunder.  The
foregoing  indemnity  shall be in addition to and not a limitation  of the other
indemnification  provisions of the Lease.  Tenant's obligations  hereunder shall
survive the termination or expiration of the Lease.

     (c) Reporting.  Tenant shall notify Landlord in writing, promptly after any
of the following:  (i) Tenant has knowledge, or has reasonable cause to believe,
that any Hazardous Materials have been released, discharged or located on, under
or about the Premises or, to the extent caused by Tenant,  the Shopping  Center,
whether or not the same is in quantities that would otherwise be reportable to a
public agency, (ii) Tenant receives any warning, notice of inspection, notice of
violation or alleged  violation,  or Tenant  receives notice or knowledge of any
proceeding,  investigation,  order or  enforcement  action,  under any Hazardous
Materials Law  concerning  the Premises or, to the extent caused by Tenant,  the
Shopping Center,  or (iii) Tenant becomes aware of any Claims made or threatened
by any third party  concerning  the Premises or, to the extent caused by Tenant,
the Shopping Center respecting Hazardous Materials.

     (d)  Confirmation  of Tenant's  Knowledge.  Upon request  from  Landlord or
Landlord's  Mortgagee at any time, Tenant shall promptly execute all affidavits,
representations,  and any other  similar  documents  as Landlord  or  Landlord's
Mortgagee may request  concerning  Tenant's best knowledge and belief  regarding
the  presence  or  absence,  or  the  use,  generation,   storage,  disposal  or
transportation of Hazardous Materials,  under, about or from the Premises or, to
the extent caused by Tenant, the Shopping Center.

     (e) Asbestos.  If any asbestos  containing  materials exist in the Premises
that were  introduced  into the  Premises  by Tenant,  its  affiliates,  agents,
contractors,  employees, assignors,  predecessors,  successors or Transferees at
any time,  Tenant shall remove all such asbestos  containing  materials prior to
(i) the  expiration  or earlier  termination  of this Lease  and/or  (ii) making
Improvements  to the Premises and, in either  event,  regardless of whether such
removal is required by any Hazardous Materials Law.
<PAGE>
     (f)  Landlord's  Right to  Terminate.  If the  Premises  or any part of the
Shopping Center becomes or is discovered to be  contaminated  with any Hazardous
Materials,  and if any  handling  of any  nature  is  undertaken  in  connection
therewith  (either at Landlord's own initiative or pursuant to the  requirements
of any Government Authority),  and if Tenant is not responsible for any handling
or  indemnification in connection  therewith under the Lease or otherwise,  then
Landlord  shall have the right to  terminate  the Lease upon  thirty  (30) days'
notice to Tenant in the event the estimated cost of any such handling exceeds an
amount equal to Two Hundred Fifty Thousand  Dollars  ($250,000) and such cost is
not covered by  insurance,  provided,  however,  that  Landlord's  notice  shall
include the estimated cost of such handling. Tenant shall have the option to pay
the cost of such handling in excess of $250,000  which option must be exercised,
if at all,  within  twenty (20) days  following  Tenant's  receipt of Landlord's
notice by written  notice to Landlord and by  depositing  an amount equal to the
estimated  cost of such  handling in excess of $250,000 in a third party  escrow
account in which  event  Landlord's  notice to  terminate  will be null and void
provided  Tenant pays for the entire cost of such handling in excess of $250,000
in a timely and  reasonable  manner.  In no event shall  Landlord  terminate the
Lease  unless  Landlord  terminates  the leases of all other  tenants  similarly
affected by such circumstances.

     (g) Initial  Inspection.  Tenant may, within fifteen (15) days after Tenant
takes possession of the Premises with Landlord's consent,  provided the Lease is
fully executed and Tenant has not commenced any work in the Premises, perform an
inspection of the Premises by a recognized,  certified environmental  consultant
for the purpose of  determining  whether any  Hazardous  Materials  exist in the
Premises.

     In the event such inspection  determines that Hazardous  Materials do exist
and further that they require  specific  handling in accordance  with applicable
Hazardous  Materials Laws and provided said Hazardous  Materials are not present
by reason of  Tenant's  Work (as  defined in Exhibit C and to the extent made or
caused to be made by Tenant or an affiliate  of Tenant),  then Tenant shall have
the right to, within ten (10) days of such determination, notify Landlord of the
results  of the  inspection,  in which  event  Landlord,  at its  sole  cost and
expense,  shall perform the necessary  reasonable steps to handle such Hazardous
Materials  (hereinafter  referred to as "Remedial  Work").  Notwithstanding  the
foregoing to the contrary, if Landlord determines that the cost of such Remedial
Work, in Landlord's reasonable opinion, is excessive, or that such Remedial Work
would unreasonably  interfere with the operation of the Shopping Center or other
businesses in the Shopping  Center,  Landlord may  terminate  this Lease and all
liability hereunder shall cease.

     In the event any such  Remedial  Work delays the  commencement  of Tenant's
work in the Premises, the date certain referred to in Section 1.8, in connection
with the  definition  of the Rent  Commencement  Date  shall be  delayed  by the
corresponding  number  of days  that it takes to  complete  the  Remedial  Work,
calculated from the date Landlord receives Tenant's notice of the results of the
inspection and continuing until the Remedial Work is completed. Tenant shall not
be  entitled  to any  further  compensation  or damages  from  Landlord  arising
directly or indirectly  from the Remedial Work including but not limited to loss
of use of the  whole or any part of the  Premises,  the  building  of which  the
Premises  are a  part,  Tenant's  Personal  Property,  or any  inconvenience  or
annoyance reasonably  occasioned by the existence of Hazardous Materials and the
subsequent Remedial Work.

     In no event does Tenant's  right to inspect  extend beyond the fifteen (15)
day  period  set forth  above  and,  in the  event  Tenant  waives  its right to
inspection of the Premises, the right to inspect shall be of no force or effect;
upon the  expiration of said fifteen (15) day period or upon Tenant's  waiver of
its right to inspection, the handling or removal of Hazardous Materials shall be
governed in accordance with the provisions of Article 12 of the Lease.


<PAGE>
                                   ARTICLE 10
                          TENANT'S OPERATING COVENANTS

     10.1 Operating  Covenants.  Tenant shall,  continuously and uninterruptedly
from and after its initial opening for business,  (a) operate and conduct within
the entire  Premises  the  business  that it is permitted to operate and conduct
under the  provisions  hereof,  except while the Premises  are  untenantable  by
reason of fire or other  casualty,  (b) maintain within the Premises an adequate
stock of merchandise together with sufficient personnel and Personal Property to
service and supply the usual and ordinary requirements of its customers, and (c)
keep the Premises in a neat, clean, and orderly condition.

     10.2  Operating  Days and Hours.  It is in the interests of both Tenant and
Landlord to have  regulated  hours of business for all of the  Shopping  Center.
Commencing  with the opening for  business by Tenant in the Premises and for the
remainder of the Lease Term,  Tenant shall be open for business  daily and shall
continuously remain open for business with its window displays,  exterior signs,
and exterior advertising displays adequately illuminated during all hours on all
days on which Landlord, in its sole and absolute discretion,  determines to open
the Shopping Center for business to the public.  If the Shopping Center contains
Common Area which is enclosed  for the purpose of  providing  climatic  control,
Landlord  shall not be obligated  to open the  enclosed  area so that Tenant may
conduct  business  except on those  days and  hours  when (a) any one (1) of the
Major  Department  Stores  shall be open for  business,  or (b)  tenants  in the
Shopping Center occupying at least fifty percent (50%) of the Floor Area thereof
shall have given  reasonable  advance  notice to Landlord that they desire to be
open for business during such time.

     Notwithstanding  anything to the contrary  contained  in this Lease,  in no
event  shall  Tenant be required  to open for  business on any day earlier  than
10:00 a.m. or later than 10:00 p.m.,  or on Christmas Day or  Thanksgiving  Day,
unless at least fifty  percent  (50%) of the other Mall  Tenants are open during
such period(s).

     Tenant shall be permitted to be closed two (2) days per calendar year (on a
non-cumulative basis) for the purpose of taking inventory.  Tenant shall provide
written  notice to the Shopping  Center  General  Manager at least ten (10) days
prior to the date of closing and shall display  appropriate signage advising its
customers  of such  closure.  In no event shall Tenant be permitted to close for
inventory  during the period in any calendar  year  commencing  November 1st and
ending December 31st.

                                   ARTICLE 11
                                  IMPROVEMENTS

     11.1 Initial Construction of the Premises.  Tenant shall submit to Landlord
plans and specifications  for the construction of Tenant's  storefront and store
interior in  accordance  with  Exhibit C and the Tenant  Package.  Tenant  shall
commence and  diligently  proceed with  construction  so as to complete the work
contemplated thereby and open for business in the Premises on or before the Rent
Commencement  Date.  All Personal  Property  must be new when  installed  in, or
attached to, the Premises.

     Landlord agrees that Tenant may reuse the existing mechanical,  electrical,
sprinkler,  plumbing  and  alarm  systems  currently  in the  Premises,  if any,
provided they are in good working order and are in  compliance  with  Landlord's
current  criteria  and all  laws,  regulations,  codes,  ordinances,  and  other
governmental  regulations  relating  thereto.   Notwithstanding  the  foregoing,
Landlord makes no representations or warranties with respect to such systems and
assumes no  responsibility  or liability  arising our of Tenant's  reuse of such
systems.

     11.2  Improvements.  After the  initial  construction  of the  Premises  by
Tenant,  at Tenant's own expense and in accordance  with Exhibit C, after giving
Landlord  written  notice of its  intentions  to do so, Tenant may, from time to
time,  make such  Improvements  to the Premises as Tenant may find  necessary or
convenient  for its purposes so long as the value of the Premises is not thereby
materially  diminished  and subject to  Landlord's  approval as provided in this
Section.  Tenant  shall  not  make  any of the  following  Improvements  without
Landlord's  prior written  consent in each instance:  Improvements  costing more
than  Ten  Thousand   Dollars   ($10,000)  in  the  aggregate  per   occurrence;
Improvements to the mechanical or electrical  systems,  to the exterior walls or

<PAGE>
roof of the Premises,  or to any storefront or area of the Premises within three
feet (3') of the storefront;  the addition of any mezzanine or Improvements that
increase the size of any existing mezzanine; and any penetration into or through
the roof,  ceiling or floor of the Premises.  With the exception of the plans in
connection with the Tenant's  initial  construction and opening of the Premises,
Tenant  shall  reimburse   Landlord  for  all  reasonable   costs  and  expenses
(including,  without  limitation,  any  reasonable  architect or engineer  fees)
incurred  by  Landlord  in  approving  or   disapproving   Tenant's   plans  for
Improvements.   Tenant  shall  certify  to  Landlord  Tenant's  actual  cost  of
constructing its Improvements within thirty (30) days after completing the same.

     11.3 Mechanics' Liens.

     (a)  General.  Tenant  shall  pay or cause to be paid all  costs of  labor,
services,  and  materials  supplied in the  prosecution  of any work done in the
Premises on behalf of Tenant,  and Tenant shall keep the Premises free and clear
of all mechanics'  liens and other liens arising out of any work done for Tenant
or persons  claiming under Tenant.  Tenant shall promptly notify Landlord of any
Claim or lien filed  against  the  Premises  or the  commencement  of any action
affecting the title thereto.

     (b)  Contest  of Lien.  If  Tenant  desires  to  contest  the  claim of any
mechanics'  lien,  Tenant  shall  (i)  either  post a release  bond  issued by a
responsible  corporate  surety as  prescribed  by law, or furnish  Landlord with
adequate security for the amount of the claim plus estimated costs and interest,
and (ii)  promptly  pay or cause  to be paid  any and all  sums  awarded  to the
claimant on its suit.

     (c)  Landlord's  Right to Cure. If Tenant fails to provide  security for or
satisfaction  of any mechanics'  lien,  then Landlord,  in addition to any other
rights or remedies it may have,  may (but shall not be obligated  to)  discharge
said lien by (i)  paying  the  claimant  an  amount  sufficient  to  settle  and
discharge the claim, (ii) posting a release bond, or (iii) taking such action as
Landlord shall deem appropriate,  and Tenant shall pay to Landlord on demand all
costs  incurred by Landlord in settling  and  discharging  such lien  (including
reasonable attorney fees and bond premiums).

     (d) Notice of  Non-responsibility.  Landlord,  or its representatives shall
have the right to go upon and inspect the Premises at all reasonable  times, and
shall have the right to post and keep posted thereon  during the  performance by
Tenant of any work described in this Article 11 notices of non-responsibility or
such other  notices that  Landlord may deem to be proper for the  protection  of
Landlord's  interest in the  Premises.  Tenant shall give  Landlord at least ten
(10) days  advance  written  notice of its  intention  to commence any work that
might result in a lien described in this Article.

     11.4 Title to Improvements.  All Improvements  shall become the property of
Landlord  upon  expiration  or  earlier  termination  of the  Lease.  Landlord's
reversionary  interest  in the  Improvements  shall at all  times  be prior  and
superior  to any  interest  of any  lender of  Tenant,  or of any  other  entity
claiming any purchase money lien or other interest in the Improvements.


                                   ARTICLE 12
                              REPAIRS; MAINTENANCE

     12.1  Tenant's  Obligations.  Tenant agrees at all times from and after the
Commencement Date, at its own cost and expense, to repair,  maintain in good and
tenantable  condition  and replace,  as  necessary,  the Premises and every part
thereof (except portions of the Premises  specifically required to be maintained
by Landlord pursuant to the Lease),  including without  limitation all equipment
and Utility Installations exclusively serving the Premises; any Air Conditioning
System  exclusively  serving the Premises;  exterior and interior glass;  signs;
locks and closing devices,  window sashes,  casements and frames; doors and door
frames;  floor coverings;  any grease traps,  grease lines,  and/or piping;  the
storefront;  and all items of repair,  maintenance,  alteration,  improvement or

<PAGE>
reconstruction  as may be required  by any Legal  Requirement  or the  insurance
underwriter(s)  for the Shopping Center. In no event shall Tenant be required to
make  repairs  necessitated  by the  negligence  or willful  acts of Landlord or
anyone claiming under Landlord, because of the failure of Landlord to perform or
observe any term or condition of the Lease, or because of  Improvements  made by
Landlord  except to the  extent  otherwise  covered by the  insurance  Tenant is
required to carry under the Lease. All  replacements  made by Tenant shall be of
like  size,  kind,  and  quality  to the items  replaced  as they  existed  when
originally  installed and shall be subject to Landlord's prior approval.  Tenant
shall have the benefit of any  warranty(ies)  in connection with Landlord's Work
to the  extent any such  warranty  covers  portions  of the  Premises  Tenant is
obligated to repair and maintain hereunder.

     12.2 Landlord's  Obligations.  Landlord shall repair,  maintain in good and
tenantable condition (and in compliance with Legal Requirements and requirements
of the  insurance  underwriter(s)  for the  Shopping  Center)  and  replace,  as
necessary,  the roof,  exterior  walls,  and  structural  parts of the  Premises
(including  the structural  floor),  and all Utility  Installations  serving the
Premises on a nonexclusive  basis (except where the appropriate  utility company
performs such duties) or that form a centralized Air Conditioning System serving
the Premises on a nonexclusive  basis. In no event shall Landlord be required to
make repairs  necessitated by the negligence or willful acts of Tenant or anyone
claiming  under  Tenant,  because of the failure of Tenant to perform or observe
any term or condition of the Lease,  or because of  Improvements  made by Tenant
except to the extent otherwise covered by the insurance  Landlord is required to
carry under the Lease. Landlord shall be under no obligation to repair,  replace
or maintain the Premises or the  mechanical  equipment  exclusively  serving the
Premises at any time,  except as the Lease expressly  provides.  Notwithstanding
anything to the contrary  contained in the Lease,  Landlord shall not in any way
be liable to Tenant for failure to make repairs as herein specifically  required
of it  unless  Tenant  has  previously  notified  Landlord  of the need for such
repairs and Landlord has failed to commence and complete  said repairs  within a
reasonable  period following receipt of Tenant's  notification.  As used in this
Article 12,  "exterior  walls" shall exclude  storefronts,  plate glass,  window
cases or window  frames,  doors or door  frames,  security  grilles  or  similar
enclosures.  The definition of Common Area Expenses  includes all work performed
by  Landlord in  accordance  with this  Section  except as  otherwise  expressly
provided for in the Lease.

     12.3  Performance  of Work by  Landlord.  If Tenant  refuses or neglects to
repair,  replace,  or maintain the Premises,  or any part  thereof,  in a manner
reasonably  satisfactory to Landlord,  Landlord shall have the right but not the
obligation,  upon giving Tenant  reasonable  notice of its election to do so, to
enter  the  Premises  and make such  repairs  or  perform  such  maintenance  or
replacements  on  behalf  of and for  the  account  of  Tenant.  Nothing  herein
contained  shall  imply  any duty of  Landlord  to do any work  that,  under any
provision  of the  Lease,  Tenant  is  required  to  do,  nor  shall  Landlord's
performance  of any repairs on behalf of Tenant  constitute a waiver of Tenant's
default in failing to do the same.  No exercise by Landlord of any rights herein
reserved shall entitle Tenant to any compensation,  damages or abatement of Rent
from Landlord for any injury or inconvenience  occasioned  thereby.  If Landlord
performs any maintenance or other obligations that Tenant is required to perform
under the terms of the Lease, Tenant shall upon demand pay to Landlord the costs
and  expenses  incurred  by Landlord  in doing the same (or shall  deposit  with
Landlord the anticipated amounts thereof), plus Landlord's Administrative Fee.

     12.4 Service Contracts.  If the Air Conditioning  System exclusively serves
the Premises,  Tenant shall contract with a qualified air  conditioning  service
company  approved by Landlord  for the  monthly  maintenance  and the repair and
replacement,   as  necessary,  of  the  Air  Conditioning  System.  If  the  Air
Conditioning  System  serving the Premises is a centralized  system  serving the
Premises on a  nonexclusive  basis,  Tenant shall  contract with a qualified air
conditioning  service  company  designated by Landlord  (provided that the rates
charged  by  such  service  company  are  competitive  in  the  trade  area  for
commensurate contractors) for the inspection and maintenance at least once every
calendar year and the repair and replacement,  as necessary, of the distribution
portion of the Air  Conditioning  System  serving  the  Premises.  Tenant  shall
contract with a qualified  service  company for the cleaning and  maintenance of

<PAGE>
any grease  traps  and/or  grease  lines which are  Tenant's  responsibility  to
maintain.  Tenant shall provide  Landlord  with a copy of any contract  required
under this Section within ten (10) days after the  Commencement  Date,  together
with a copy of any  subsequent  contracts  within  ten  (10)  days  after  their
execution.


                                   ARTICLE 13
                              INSURANCE OBLIGATIONS

     13.1  Tenant's  Insurance  Obligations.  At all  times  from and  after the
Commencement  Date,  Tenant  shall  procure and  maintain,  at its sole cost and
expense, the following policies of insurance:

     (a)  Liability.  Commercial  general  liability  insurance  with broad form
contractual  liability  coverage and with  coverage  limits of not less than Two
Million Dollars ($2,000,000) combined single limit, per occurrence, specifically
including liquor liability insurance covering consumption of alcoholic beverages
by customers of Tenant,  if the sale of alcoholic  beverages is permitted in the
Premises.  Such  policy  shall  insure  Tenant's  performance  of the  indemnity
provisions  of this  Lease,  but the  amount of such  insurance  shall not limit
Tenant's liability nor relieve Tenant of any obligation hereunder.

     (b) Workers'  Compensation.  Workers' compensation  insurance in the amount
required by the state in which the Shopping Center is located for the benefit of
Tenant's employees.

     (c) Plate Glass.  Insurance covering the full replacement cost of all plate
glass on the Premises; Tenant may self-insure such risk .

     (d)  Equipment.  Boiler and  machinery  insurance  on the Air  Conditioning
System (or any part thereof) exclusively serving the Premises.

     (e)  Tenant's  Personal  Property  and  Improvements.   Property  insurance
covering  any  peril  generally  included  in  the  classification  "all  risks"
(excluding  earthquake  and flood) in the area in which the  Shopping  Center is
located  covering all (i)  merchandise,  (ii)  Improvements,  and (iii) Personal
Property  owned or leased by Tenant (or for which Tenant is legally  liable) and
located in the Shopping Center,  in an amount not less than ninety percent (90%)
of their full replacement cost. Any policy proceeds shall be used for the repair
or  replacement  of the  property  damaged  or  destroyed,  unless  the Lease is
terminated under the provisions of Article 18.

     13.2 Policy  Requirements;  Right to Adjust  Requirements.  All policies of
insurance provided for herein shall be issued by insurance companies that have a
general  policyholder's  rating  of not  less  than "A" and a  financial  rating
equivalent to a  policyholder's  surplus of at least One Hundred Million Dollars
($100,000,000),  as rated  in the  most  current  available  "Best's"  Insurance
Reports,  and that have been  admitted or  qualified to do business in the state
where the  Shopping  Center is  located  by the  insurance  commission  or other
highest  board,  body or  official  responsible  for  overseeing  the  insurance
business in such state. Tenant's general liability policy as required in Section
13.1(a) shall contain  cross-liability  endorsements.  All policies of insurance
provided for herein  (with the  exception  of workers'  compensation  insurance)
shall name Landlord,  Landlord's property manager, all Mortgagees and such other
individuals  or  entities  as  Landlord  may  from  time to time  designate,  as
"additional  insureds."   Certificates  of  all  insurance  required  of  Tenant
hereunder  expressly  providing  for the waiver of  subrogation  as  required in
Section  13.4 shall be delivered to Landlord at least ten (10) days prior to the
Commencement  Date. Tenant shall provide to Landlord,  at least thirty (30) days
prior to  expiration,  certificates  of  insurance  to  evidence  any renewal or
additional insurance procured by Tenant. All certificates of insurance delivered
to Landlord  shall  contain an agreement  by the company  issuing said policy to
give Landlord  twenty (20) days'  advance  written  notice of any  cancellation,
lapse,  reduction  or  other  adverse  change  respecting  such  insurance.  All
commercial  general  liability  insurance,  property  damage  or other  casualty

<PAGE>
policies  shall  be  written  as  primary  policies,  not  contributory  with or
secondary to coverage that Landlord may carry.

     Notwithstanding  anything to the contrary contained herein, Tenant shall be
permitted to have Tenant's primary commercial general liability insurance policy
written in a lesser amount than  specified in Section  13.1(a) (in no event less
than fifty percent [50%] of the required  coverage)  provided Tenant carries and
maintains an "excess liability" and/or "umbrella policy" to cover the balance of
the required  coverage and provided that all the  requirements  set forth herein
are otherwise satisfied. Further, Tenant shall be permitted to have any required
insurance  covered as part of a blanket  policy with a so called  "agreed amount
endorsement"  for  the  business  conducted  upon  the  Premises  providing  the
insurance coverage required under this Lease.

     13.3  Landlord's  Insurance  Obligation.  At all  times  from and after the
Commencement  Date,  Landlord  shall  maintain  in  effect  insurance  providing
protection for the following  liabilities  and/or risks: (a) commercial  general
liability   insurance  for  bodily  injury  and  property  damage  arising  from
Landlord's  ownership  and/or  operation  of the Shopping  Center with  coverage
limits at least  equal to those  Tenant is  required  to  maintain  as  provided
herein,  and (b) any  peril  included  in the  classification  All  Risks in the
geographic  area in which the Shopping Center is located,  including  earthquake
coverage,  covering  the Shopping  Center,  exclusive of any item that Tenant is
required to insure,  or any item,  building or improvement that another party is
required to insure (e.g.,  Major  Department  Stores),  in an amount that is the
greater of eighty percent (80%) of its full  replacement  cost (exclusive of the
cost of excavations,  foundations,  and footings), or such greater amount as any
Mortgagee may require Landlord to maintain.

     13.4 Mutual  Waivers of Rights.  Notwithstanding  anything to the  contrary
contained  in this  Lease,  Landlord  (for itself and its  insurer),  waives any
rights,  including  rights  of  subrogation,  and  Tenant  (for  itself  and its
insurer),  waives any rights,  including  rights of  subrogation,  each may have
against the other,  and Tenant (for itself and its  insurer)  waives any rights,
including  rights of subrogation,  it may have against any of the parties to the
REA, for  compensation  of any loss or damage  occasioned  to Landlord or Tenant
arising from any risk generally  covered by the All Risks insurance  required to
be carried by Landlord and Tenant. The foregoing waivers shall be operative only
so long as  available  in the state where the  Shopping  Center is located.  The
foregoing  waivers  shall be effective  whether or not the parties  maintain the
insurance required to be carried pursuant to the Lease.

                                   ARTICLE 14
                                    INDEMNITY

     From and after the  Commencement  Date,  Tenant shall  indemnify,  protect,
defend,  and hold  Landlord (and its partners,  joint  venturers,  shareholders,
Mortgagee,  affiliates,  and property managers,  and their respective  officers,
directors,  employees,  and agents) harmless from and against any and all Claims
arising out of or in connection  with loss of life,  personal  injury,  property
damage  or  otherwise  arising  from (a) the  use,  occupation,  improvement  or
maintenance of the Premises or the Shopping Center or any work or activity in or
about the Premises or Shopping  Center by Tenant or its  assignees or subtenants
or their  respective  agents,  employees,  contractors,  or  licensees , (b) any
activity,  condition or occurrence  in or about the Premises,  (c) the filing or
potential filing of any mechanic's or materialmen's lien against the Premises or
the  Shopping  Center in  connection  with any work done or caused to be done by
Tenant,  (d) any breach or failure to perform any  obligation  imposed on Tenant
under the  Lease,  or (e) any act or  omission  of Tenant  or its  assignees  or
subtenants or their respective  agents,  contractors,  employees,  or licensees.
Upon notice from Landlord, Tenant shall, at Tenant's sole expense and by counsel
reasonably  satisfactory  to Landlord,  defend any action or proceeding  brought
against  Landlord by reason of any such Claim.  If  Landlord  (or its  partners,
joint venturers, shareholders,  Mortgagee, affiliates, and property managers, or
their respective officers,  directors,  employees, and agents), without fault on
its part, is made a party to any litigation commenced by or against Tenant, then
Tenant shall indemnify,  protect, defend, and hold each of such persons harmless
from and against any and all Claims  arising out of incurred or paid by any such

<PAGE>
person in connection with such litigation. The obligations of this Article shall
survive the expiration or earlier  termination  of the Lease.  In no event shall
Tenant's obligations pursuant to this Article 14 extend to Claims arising out of
the sole negligence or willful misconduct of Landlord, or its agents,  employees
or contractors (acting on behalf of Landlord).

                                   ARTICLE 15
                             OCCUPANCY TRANSACTIONS

     15.1 Restrictions.

     (a) No  Encumbrances.  Tenant  shall not make,  consent  to, or suffer  any
Encumbrance  without the prior written  consent of Landlord,  which Landlord may
grant or withhold in its sole and absolute discretion.

     (b) Other Occupancy Transactions. Tenant shall not enter into or consent to
any Occupancy  Transaction  other than an  Encumbrance  without first  obtaining
Landlord's  written  consent,  which Landlord  shall not withhold  unreasonably.
Landlord may withhold its consent on any reasonable  ground,  including  without
limitation any of the following  situations:  (i) the Transferee's  contemplated
use  of  the  Premises  following  the  proposed  Occupancy  Transaction  is not
identical to the Permitted Use, (ii) in Landlord's reasonable business judgment,
the Transferee lacks sufficient  business  reputation or experience to operate a
business of the type and quality  permitted under this Lease,  (iii) the present
net worth and working capital of the Transferee are less than that of Tenant, or
Tenant and Tenant's  Guarantor,  as the case may be, at the Effective Date or at
the time of the  request,  whichever  is  higher,  (iv) the  proposed  Occupancy
Transaction  would breach any covenant of Landlord or Tenant  respecting  radius
restriction,  location,  use  or  exclusivity  in  any  other  lease,  financing
agreement,  or other  agreement  relating  to the  Shopping  Center,  or (v) the
proposed Occupancy  Transaction provides for rentals thereunder based on the net
income or profits derived by the Transferee from the Premises.

     15.2 Condition Precedent. Tenant shall not have the right or power to enter
into  an  Occupancy  Transaction  if  Tenant  shall  be in  default  beyond  any
applicable  notice and cure period pursuant to Article 16 under any provision of
the Lease .

     15.3   Procedures.   Should  Tenant  desire  to  enter  into  an  Occupancy
Transaction which requires Landlord's  consent,  Tenant shall request Landlord's
consent to such  transaction in writing at least forty-five (45) days before the
effective  date  of  any  such  transaction.  Such  request  shall  include  the
following:

     (a) A detailed  description  of the  proposed  transaction,  including  its
nature,  effective date, the purchase  price,  payment terms,  allocation  among
leasehold interest, Personal Property,  Improvements,  goodwill,  inventory, and
other items;

     (b) Copies of any offers, agreements,  subleases,  assignments,  letters of
commitment or intent,  and other documents or  correspondence  pertaining to the
proposed transaction;

     (c) A  description  of the  identity,  financial  condition,  and  previous
business  experience of Tenant and Transferee,  including,  without  limitation,
copies of latest income  statement,  balance sheet,  and statement of cash flows
(with  accompanying  notes and disclosures of all material  changes  thereto) in
audited form,  if  available,  and certified as accurate by Tenant or Transferee
respectively,  together with a statement  authorizing Landlord or its designated
representative(s) to investigate Tenant's and Transferee's  business experience,
credit, and financial responsibility; and

     (d) A  statement  by  Tenant  and  Transferee  agreeing  that  it is  their
intention to complete the transaction if Landlord consents thereto.

     15.4  Response by Landlord;  Documentation.  Within  thirty (30) days after
receipt of Tenant's  request for consent and all items  required  under  Section
15.3,  Landlord  shall (a) consent to the proposed  Occupancy  Transaction,  (b)
exercise  its  rights  under  Section  15.6,  or (c)  refuse to  consent  to the
Occupancy  Transaction.  Any consent by Landlord  to any  Occupancy  Transaction

<PAGE>
shall be evidenced by an instrument  prepared by Landlord and executed by Tenant
and  Transferee.  As a condition to the completion of any assignment or transfer
of Tenant's  interest in the Lease,  Transferee shall agree in writing to assume
and perform all of the terms,  covenants,  and  conditions of the Lease that are
obligations  of Tenant.  Tenant  shall remain fully liable to perform its duties
under the Lease following the Occupancy Transaction.  Tenant shall, on demand of
Landlord,  reimburse  Landlord for all Landlord's  reasonable  costs,  including
attorney fees, incurred in obtaining advice and preparing documentation for each
requested  Occupancy  Transaction not to exceed One Thousand Dollars ($1,000.00)
per occurrence.

     15.5  Consideration  to Landlord.  Except for those Occupancy  Transactions
permitted  pursuant to the provisions of Section 15.8 without  Landlord's  prior
consent, if Tenant enters into an Occupancy Transaction, the Minimum Annual Rent
then  payable and any  scheduled  increases  thereto  shall be  increased on the
effective  date of such  transaction  to the highest  of: (a) the total  Minimum
Annual Rent  payable by the  Transferee  to Tenant;  (b) an amount  equal to the
total of the Minimum  Annual Rent plus  Percentage  Rent  required to be paid by
Tenant  pursuant to this Lease during the calendar  year  immediately  preceding
such transaction;  or (c) the Minimum Annual Rent payable in the first full year
of the Lease Term,  increased in accordance  with the CPI Adjustment  Procedures
using the Rent  Commencement  Date as the Base Month and the  effective  date of
such  transaction  as the Month of  Adjustment.  In no event  shall the  Minimum
Annual Rent, as adjusted,  be less than the Minimum  Annual Rent in effect prior
to the effective date of the Occupancy Transaction.

     15.6 Landlord's  Right of First Refusal.  If Tenant requests  consent to an
Occupancy  Transaction in accordance with this Article,  Landlord shall have the
right to purchase the leasehold interest of Tenant in the Lease and the Premises
(referred to in this Section as "Tenant's  interest"),  to the  exclusion of the
prospective  Transferee,  at  the  purchase  price  and  terms  offered  by  the
prospective  Transferee.  Such right shall be  exercisable by Landlord by giving
Tenant notice of its election to purchase as provided in Section 15.4. Upon such
election,  the  proposed  Transferee  shall have no right to  purchase  Tenant's
interest, Landlord and Tenant shall execute an agreement setting forth the terms
and conditions of the purchase,  and the proposed Occupancy Transaction shall be
deemed to have been disapproved. No failure of Landlord to elect to exercise its
rights  hereunder  shall be  construed  as  consent  to the  proposed  Occupancy
Transaction  or a waiver of such  rights  with  respect to any  future  proposed
Occupancy Transaction.

     15.7  Nullity.  Any  Occupancy  Transaction   purportedly   consummated  in
violation of the  provisions  of this  Article  shall be null and void and of no
force or effect.

     15.8  Permitted  Occupancy  Transactions.  Notwithstanding  anything to the
contrary  contained  in this Article 15, so long as the Tenant (i) is the tenant
entity named in Section 1.2 of this Lease and (ii) is not in default as provided
in Section 15.2, Tenant shall have the right,  without the prior written consent
of Landlord, to enter into an Occupancy Transaction,  other than an Encumbrance,
with a person or entity which: [a] is Tenant's parent organization;  or [b] is a
wholly-owned  subsidiary of Tenant;  or [c] is a corporation  of which Tenant or
Tenant's  parent  organization  owns in  excess  of fifty  percent  (50%) of the
outstanding  capital stock; or [d] as a result of a consolidation or merger with
Tenant and/or  Tenant's  parent  corporation  shall own all the capital stock of
Tenant or Tenant's parent corporation; or [e] purchases all or substantially all
of Tenant's assets provided such  acquisition  includes at least ten (10) stores
operating  under the Trade  Name (or a trade  name  similar  to the Trade  Name)
permitted under this Lease; or [f] acquires stock constituting effective control
of Tenant provided that at the time of such acquisition Tenant operates at least
ten (10) stores under the Trade Name (or a trade name similar to the Trade Name)
permitted under this Lease. Any Occupancy Transaction pursuant to [a], [b], [c],
[d], [e], or [f] above shall be subject to the following conditions:  (1) Tenant
shall  remain  fully  liable  during  the  unexpired  Lease  Term;  (2) any such
Occupancy  Transaction  shall be  subject  to all of the  terms,  covenants  and
conditions of this Lease and any such Transferee  shall expressly assume for the
benefit of Landlord  the  obligations  of Tenant  under this Lease by a document
prepared by Landlord;  (3) the  resulting  entity  pursuant to [d], [e], and [f]

<PAGE>
above  shall have a net worth  equal to or  greater  than Four  Million  Dollars
($4,000,000.00);  (4)  Tenant  shall  give  Landlord  notice  of such  Occupancy
Transaction  at least twenty (20) days prior to its effective date (which notice
shall include all documentation  necessary to verify the conditions contained in
this  paragraph);  and  (5)  Tenant  shall  reimburse  Landlord  for  Landlord's
reasonable  documentation  fees incurred in conjunction  with the processing and
preparation of documentation for any such Occupancy  Transaction,  not to exceed
One Thousand Dollars ($1,000.00) per occurrence.


                                   ARTICLE 16
                     DEFAULTS BY TENANT; LANDLORD REMEDIES

     16.1  Events of  Default.  The  occurrence  of any of the  following  shall
constitute a default by Tenant and a breach of the Lease.

     (a)  Failing  or  refusing  to pay any  amount of  Minimum  Annual  Rent or
Additional Rent when due in accordance with the provisions of the Lease;

     (b) Failing or refusing  to occupy and operate the  Premises in  accordance
with Sections 10.1 and 10.2 or conducting a  going-out-of-business,  liquidation
or similar sale;

     (c) Failing or  refusing  to perform  fully and  promptly  any  covenant or
condition of the Lease,  other than those specified in subparagraphs (a) and (b)
above or (d) below; or

     (d)  Maintaining,  committing,  or  permitting  on the Premises  waste or a
nuisance  in any  twelve  (12)  consecutive  month  period in which  Tenant  has
previously  received  one (1) or more  notices  of  such  violation;  use of the
Premises  for an  unlawful  purpose;  entering  into  an  Occupancy  Transaction
contrary to the provisions of Article 15; failing to remain open for business as
required by Section 10.2, on any occasion  during a given year of the Lease Term
in which Tenant has received  three (3) or more  notices of  violations  of said
Section; and in the event the Permitted Use involves the sale and/or preparation
of food, Tenant's failure to maintain a health department rating of "A" (or such
other  highest  health  department or similar  rating as is  available)  for the
second (2nd) time in any twelve (12) month period.

     16.2 Notices.  Following the occurrence of any of the defaults specified in
subparagraphs (a), (b) and (c) of Section 16.1,  Landlord shall give Tenant, and
any  subtenant,  a written  notice  specifying  the  nature of the  default  and
demanding that Tenant,  and any  subtenant,  either fully cure each such default
within the time period specified in the correspondingly  lettered  subparagraphs
below or quit the Premises and surrender the same to Landlord:

     (a) For nonpayment of Minimum Annual Rent or Additional Rent, the first two
(2) such notices in each calendar year will be ten (10) day notices,  thereafter
during such calendar year, five (5) days;

     (b)  For   breach  of   Sections   10.1  or  10.2  or  for   conducting   a
going-out-of-business,  liquidation or similar sale,  three (3) business ( i.e.,
Monday through Friday) days;

     (c) With regard to those defaults  specified in subparagraph (c) of Section
16.1, a reasonable  period not to exceed  thirty (30) days;  provided,  however,
that if such default  cannot be cured  within said time period,  Tenant shall be
deemed to have cured such  default if Tenant so  notifies  Landlord  in writing,
commences cure of the default within said time period, thereafter diligently and
in good faith  continues  with said cure and actually  completes  said cure (and
upon request from Landlord, Tenant shall provide Landlord with written notice as
to the progress of Tenant's cure); and

     (d) With regard to those defaults  specified in subparagraph (d) of Section
16.1, Landlord shall give Tenant, and any subtenant, a written notice specifying
the nature of the default and the  provisions of the Lease breached and Landlord
shall have the right to demand in said  notice  that  Tenant  quit the  Premises
within five (5) days.
<PAGE>
     To the extent  permitted by applicable state law, the time periods provided
in this Section for cure of Tenant's  defaults under this Lease or for surrender
of the  Premises  shall be in lieu of, and not in addition  to, any similar time
periods  prescribed  by  applicable  state law as a condition  precedent  to the
commencement  of legal action  against  Tenant for  possession  of the Premises;
provided,  however,  to the extent the  foregoing is not permitted by applicable
law, any notice  under this  Section  shall run  concurrently  with,  and not in
addition to, any similar time periods  prescribed by applicable  law. Any notice
given  pursuant  to this  Section is in lieu of any written  notice  required by
statute or law,  including any notice  required under  California  Code of Civil
Procedure  section 1161, and Tenant waives (to the fullest  extent  permitted by
law) the giving of any notice other than that provided for in this Section.

     16.3 Landlord's Rights and Remedies.  Should Tenant fail to cure within the
time periods  specified in Section  16.2 any default  specified in  subparagraph
(a), (b) or (c) of Section 16.1, or fail to quit the Premises in accordance with
subparagraph  (d) of Section  16.2 with  respect  to any  default  specified  in
subparagraph  (d) of Section  16.1,  Landlord may exercise any of the  following
rights  without  further  notice  or  demand  of any kind to Tenant or any other
person, except as required by applicable state law:

     (a) The right of  Landlord to  terminate  the Lease and  Tenant's  right to
possession of the Premises and to reenter the Premises,  take possession thereof
and remove all persons  therefrom,  following which Tenant shall have no further
claim thereon or hereunder;

     (b) The right of Landlord, without terminating the Lease and Tenant's right
to possession  of the Premises,  to reenter the Premises and occupy the whole or
any part  thereof  for and on account of Tenant and to collect  any unpaid  Rent
which have become payable, or which may thereafter become payable; or

     (c) The right of Landlord,  even though it may have reentered the Premises,
in accordance  with  subparagraph  (b) of this Section,  to elect  thereafter to
terminate the Lease and Tenant's right to possession of the Premises.

     Should  Landlord  have  reentered  the  Premises  under the  provisions  of
subparagraph  (b) of  this  Section,  Landlord  shall  not  be  deemed  to  have
terminated  the Lease or have accepted a surrender  thereof by any such reentry,
unless  Landlord shall have notified Tenant in writing that it has so elected to
terminate the Lease and Tenant's right to possession.  Tenant further  covenants
that the service by Landlord of any notice pursuant to the unlawful  detainer or
eviction  statutes  of the state  where the  Shopping  Center is located and the
surrender  of  possession  pursuant  to such notice  shall not (unless  Landlord
elects to the contrary at the time of, or at any time subsequent to, the serving
of such notice and such election is evidenced by a written  notice to Tenant) be
deemed to be a termination  of the Lease.  In the event of any reentry or taking
possession of the Premises as aforesaid,  Landlord shall have the right, but not
the  obligation,  to  remove  therefrom  all or  any  part  of the  merchandise,
Improvements  or  Personal  Property  located  therein  and to place the same in
storage at a public warehouse at the expense and risk of Tenant.  The rights and
remedies given to Landlord in this Section shall be additional and  supplemental
to all other rights or remedies which Landlord may have under laws in force when
the default occurs.

     Landlord  agrees  that in the  event  Tenant  defaults  under the Lease and
thereafter  vacates the Premises,  Landlord shall use its reasonable  efforts to
re-lease  the Premises and  mitigate  monetary  damages  arising out of Tenant's
default  or  breach of this  Lease.  Nothing  herein,  however,  shall  prohibit
Landlord  from leasing any other  vacant  premises  before  leasing the Premises
hereunder,  or from using its business  judgment  respecting  the leasing of the
Premises hereunder.

     16.4 Landlord's  Damages.  Should Landlord terminate the Lease and Tenant's
right to possession of the Premises, pursuant to the provisions of subparagraphs
(a) or (c) of Section 16.3, Landlord may recover from Tenant as damages,  all of
the following:


<PAGE>
     (a) The worth at the time of award of any unpaid  Rent that had been earned
at the time of such termination;

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

     (c) The worth at the time of award of the amount by which the  unpaid  Rent
for the balance of the Lease Term after the time of award  exceeds the amount of
such Rent loss that Tenant proves could be reasonably avoided;

     (d) Any other amount necessary to compensate Landlord for all the detriment
proximately  caused by  Tenant's  failure to perform its  obligations  under the
Lease or which in the  ordinary  course  of  things  would be  likely  to result
therefrom,  including,  without  limitation,  any costs or expense  incurred  by
Landlord  in (i)  retaking  possession  of the  Premises,  including  reasonable
attorney fees therefor,  (ii)  maintaining or preserving the Premises after such
default,  (iii) preparing the Premises for reletting to a new tenant,  including
repairs  or  demolition  to  the  Premises  for  such  reletting,  (iv)  leasing
commissions,  and (v) any other  costs  necessary  or  appropriate  to relet the
Premises; and

     (e) At Landlord's election, such other amounts in addition to or in lieu of
the  foregoing  as may be  permitted  from time to time by the laws of the state
where the Shopping Center is located.

     As used in  subparagraphs  (a) and (b) of this  Section,  the "worth at the
time of award" is computed by allowing interest at the Interest Rate. As used in
subparagraph  (c) of this Section,  the "worth at the time of award" is computed
by discounting  such amount at the discount rate of the Federal  Reserve Bank of
San Francisco at the time of award plus one percent (1%).

     All Additional  Rent shall,  for the purposes of calculating any amount due
under the  provisions of  subparagraph  (c) of this Section,  be computed on the
basis of the average  monthly amount  thereof  accruing  during the  immediately
preceding thirty-six (36) month period,  except that, if it becomes necessary to
compute  such  Additional  Rent before such a  thirty-six  (36) month period has
occurred,  then  such  Additional  Rent  shall be  computed  on the basis of the
average monthly amount hereof accruing during such shorter period.

     16.5 Personal Property. In the event of Tenant's default, continuing during
the length of said default,  Landlord shall have the right to take the exclusive
possession of any of Tenant's  merchandise and/or Personal Property remaining on
the Premises and to use the same free of rent or charge until all defaults  have
been cured or, at its option, to require Tenant to remove same forthwith. In the
event of any reentry or taking  possession  of the  Premises as provided in this
Article,  Landlord  shall  have the  right,  but not the  obligation,  to remove
therefrom  all or any  part of the  merchandise  or  Personal  Property  located
therein  and to place the same in storage at a public  warehouse  at the expense
and risk of Tenant.

     Notwithstanding  anything to the contrary  contained herein,  upon Tenant's
written  request  therefor,  provided  such  request is in  connection  with the
remodel,  alteration or merchandising of the Premises and provided Tenant is not
in default  under this Lease  (beyond the  applicable  notice and cure period as
provided in Article  16),  Landlord  shall  subordinate  its  rights,  on a form
prepared by Landlord,  in such Personal  Property of Tenant to the rights of any
fixture or equipment seller, lender or lessor (hereinafter  "Lender") of Tenant,
but only so long as Tenant is  indebted  to such  Lender,  provided  such Lender
agrees to (i) allow Landlord thirty (30) days to cure Tenant's default under the
agreement  between  Tenant and Lender,  (ii) provide  Landlord with no less than
five (5) days' written notice in the event of entry for  repossession  and shall
have said Personal  Property removed within five (5) days from the date of entry
for repossession,  (iii) remove the Personal Property promptly upon notification
from  Landlord  in the event of  default  by Tenant  under  the  Lease,  (iv) be
accompanied by a representative  of center management during any such entry, and
only during  reasonable  business hours, (v) repair all damage occasioned by any
such  repossession  at Lender's  sole expense,  (vi) defend,  indemnify and hold
Landlord  harmless  from any  claims  made as a  result  of the  removal  of the
Personal Property by Lender, (vii) dispose of or sell the property at some place
other than the Shopping  Center,  and (viii) advise  Landlord in writing  within

<PAGE>
twenty (20) days after the  expiration or earlier  termination  of the agreement
between  Lender  and  Tenant as to said  Personal  Property.  In no event  shall
Landlord be under any obligation to assist in the  repossession of such Personal
Property.   Tenant  further  agrees  to  reimburse  Landlord,  in  advance,  for
Landlord's reasonable costs incurred in preparing the documentation  referred to
herein (not to exceed $500 per occurrence)

     16.6 Waiver of Rights of Redemption.  Tenant  expressly  waives any and all
rights of redemption granted by or under any present or future laws if Tenant is
evicted or dispossessed for any cause, or if Landlord obtains  possession of the
Premises by reason of the  violation  by Tenant of any of the terms,  covenants,
and conditions of the Lease or otherwise.

                                   ARTICLE 17
                     DEFAULTS BY LANDLORD; TENANT'S REMEDIES

     17.1  Default by Landlord.  If Landlord  fails to perform or observe any of
the terms,  covenants  or  conditions  contained  in the Lease on its part to be
performed or observed  within thirty (30) days after  written  notice of default
from Tenant or, when more than thirty (30) days shall be required because of the
nature of the default, if Landlord shall fail to proceed diligently to cure such
default after written notice thereof from Tenant,  said failure shall constitute
a default by Landlord under the Lease.

     17.2 Notice to  Mortgagees.  If the  Premises or any part  thereof,  or any
interest  of Landlord  in the Lease or the Rent due  hereunder,  are at any time
subject to any Mortgage and if Tenant is given notice of the name and address of
the Mortgagee,  then Tenant shall give written notice of any Landlord's  default
to such  Mortgagee,  specifying  the default in reasonable  detail.  If Landlord
fails to cure such default within the applicable cure period,  Tenant shall give
written  notice of such failure to such  Mortgagee  affording such Mortgagee the
same opportunity to cure as provided Landlord in Section 17.1. If such Mortgagee
does perform on behalf of Landlord, such default shall be deemed cured.

     17.3  Limitations on Remedies Against  Landlord.  In the event Tenant makes
any  Claim or  asserts  any  cause of  action  against  Landlord  as a result of
Landlord's default:  (a) Tenant's sole and exclusive remedy shall be against the
current rents,  issues,  profits,  and other income  Landlord  receives from its
operation  of  the  Shopping  Center,  net of all  current  operating  expenses,
liabilities,  reserves,  and debt service  associated  with said operation ("Net
Income" for purposes of this Section only), (b) no other real, personal or mixed
property of Landlord, wherever located, shall be subject to levy on any judgment
obtained against Landlord, (c) if such Net Income is insufficient to satisfy any
judgment,  Tenant will not institute any further action,  suit, Claim or demand,
in law or in equity,  against Landlord for or on the account of such deficiency,
and (d) Landlord's  default shall not constitute  consent by Landlord for Tenant
to perform or observe such terms, covenants or conditions at Landlord's expense.
The  limitations  set  forth  in  this  Section  shall  be  applicable  to,  and
enforceable  by,  Landlord and/or by any partner,  trustee,  officer,  employee,
agent or property manager of Landlord.

     17.4 Landlord's Exemption From Liability.  Landlord shall not be liable for
injury to Tenant's  business or loss of income  therefrom or for damage that may
be  sustained by the person,  merchandise  or Personal  Property of Tenant,  its
employees,  invitees, customers, agents or contractors or any other person in or
about the Premises, caused by or resulting from fire, steam,  electricity,  gas,
water or rain, which may leak or flow from or into any part of the Premises,  or
from  the  breakage,  leakage,  obstruction  or  other  defects  of the  Utility
Installations,  Air  Conditioning  System or other components of the Premises or
Shopping Center,  or as a result of the exercise by Landlord of its rights under
the Lease, except to the extent that such damage or loss is caused by Landlord's
sole, active negligence or wilful misconduct.  Landlord makes no representations
or warranties  whatsoever with respect to any Air Conditioning System or Utility
Installations  existing  as of the  date  hereof  or in  the  future  except  as
expressly  provided in Section 2.1.  Landlord  shall not be liable in damages or
otherwise  for any  discontinuance,  failure or  interruption  of service to the
Premises of  Utilities or the Air  Conditioning  System and Tenant shall have no
right to  terminate  the Lease or  withhold  rent  because of the same except as
otherwise  expressly  provided for in this Section 17.4.  Landlord  shall not be

<PAGE>
liable for any damages  arising from any use, act or failure to act of any other
tenant or occupant, if any, of the Shopping Center.

     Notwithstanding  anything to the contrary  contained in this Lease, if as a
result of  Landlord's  or  Landlord's  agent's  negligence,  any  utility or Air
Conditioning  System  being  furnished  to Tenant is  interrupted  for more than
seventy-two (72) consecutive hours, then commencing with the first full business
day thereafter, there shall be an equitable abatement of Minimum Annual Rent and
Additional Rent (except  Percentage Rent) reflecting the extent Tenant's ability
to conduct  business in the Premises is impaired,  continuing until such time as
the utility service to the Premises is restored. Such abatement shall not affect
any obligation of Tenant under this Lease to pay Percentage Rent.

                                   ARTICLE 18
                                 RECONSTRUCTION

     18.1 Insured  Casualty.  Upon the occurrence of an Insured  Casualty to the
Premises Landlord shall commence Reconstruction of Landlord's Work within ninety
(90) days  after such  occurrence  (provided  neither  party has  terminated  as
provided in this Section) and prosecute the same  diligently to completion,  and
Tenant shall commence  Reconstruction  of Tenant's Work promptly upon completion
of Landlord's Work and shall diligently prosecute the same to completion. In the
event of a Major  Destruction of the Premises as a result of an Insured Casualty
during the last two (2) years of the Lease Term,  Landlord and Tenant shall each
have the  option  to  terminate  the  Lease on  written  notice  to the other of
exercise thereof within thirty (30) days after such occurrence.

     18.2 Uninsured  Casualty.  Upon the occurrence of an Uninsured  Casualty to
the Premises,  Landlord  shall have the  election,  and shall within ninety (90)
days  following the date of such damage give Tenant written notice of Landlord's
election,  either to commence  Reconstruction  of the Premises and prosecute the
same  diligently to completion,  in which event the Lease shall continue in full
force and  effect,  or not to perform  such  Reconstruction,  in which event the
Lease shall cease and terminate not later than sixty (60) days after  Landlord's
notice of its election to terminate.  In the event of a Major Destruction of the
Premises as a result of an Uninsured  Casualty  during the last two (2) years of
the Lease Term,  Tenant shall have the option to terminate this Lease on written
notice to  Landlord  of  exercise  thereof  within  thirty  (30) days after such
occurrence.

     18.3 Construction Provisions. Reconstruction shall substantially conform to
the provisions of Exhibit C and shall cover  Landlord's  Work and Tenant's Work.
Landlord shall  reconstruct the Premises only to the extent of Landlord's  Work;
Tenant, at its sole cost and expense,  shall reconstruct Tenant's Work and shall
replace its merchandise, Improvements and Personal Property.

     18.4 Release of  Liability.  In the event of  termination  under any of the
provisions of this Article,  both Landlord and Tenant shall be released from any
liability or obligation under the Lease, except as otherwise provided for in the
Lease, arising after the date of termination.  In the event of termination,  all
proceeds from Tenant's insurance covering Tenant's  Improvements,  but excluding
proceeds for Tenant's  merchandise,  the  unamortized  net cost to Tenant of its
Improvements  with a  straight-line  amortization  schedule and an  amortization
period equal to the Lease Term,  and Personal  Property,  shall be disbursed and
paid to Landlord.  In no event shall  Tenant be entitled to share in  Landlord's
insurance  proceeds or to take any action  which would  result in a reduction of
Landlord's insurance proceeds.

     18.5 Abatement of Rent. In the event of an Insured Casualty or an Uninsured
Casualty to the Premises, the recurrent Rent (except Percentage Rent) payable by
Tenant shall be abated  proportionately with the degree to which Tenant's use of
the Premises is impaired, commencing from the date of destruction and continuing
during the period of  Reconstruction or until the effective date of termination,
as the case may be.  Tenant shall  continue the operation of its business on the
Premises during any such period to the extent  reasonably  practicable  from the

<PAGE>
standpoint of prudent business  management,  and the obligation of Tenant to pay
Percentage  Rent and  non-recurrent  Rent shall remain in full force and effect.
Tenant shall not be entitled to any  compensation  or damages from  Landlord for
loss of use of the whole or any part of the  Premises,  the  Building,  Tenant's
Personal Property,  or any inconvenience or annoyance occasioned by such damage,
Reconstruction or replacement.

     18.6 Major Destruction.  Notwithstanding any of the foregoing provisions of
this Article,  should there be a Major Destruction of the Shopping Center at any
time after the Effective  Date,  Landlord  shall have the right to terminate the
Lease  on  written   notice  to  Tenant  within  ninety  (90)  days  after  such
destruction. In no event shall Landlord terminate the Lease unless it terminates
the leases of all Shopping Center tenants similarly affected by the casualty.

     18.7 Waiver of Inconsistent Statutes.  Landlord and Tenant hereby waive any
statutory  rights of  termination  which may arise by reason of any  partial  or
total destruction of the Premises .

                                   ARTICLE 19
                                 EMINENT DOMAIN

     19.1 Total Taking.  If the entire  Premises shall be  appropriated or taken
under the power of eminent  domain by any public or  quasi-public  authority  or
under threat of and in lieu of condemnation (hereinafter,  "taken" or "taking"),
the Lease shall terminate as of the date of such taking, and Landlord and Tenant
shall have no further liability or obligation,  except as otherwise provided for
in the Lease, arising under the Lease after such date.

     19.2 Partial Taking;  Right to Terminate.  If more than twenty-five percent
(25%) of the Floor Area of the Premises is taken, or if by reason of any taking,
regardless  of the amount so taken,  the  remainder  of the  Premises is not one
undivided  space or is rendered  unusable for the Permitted Use, either Landlord
or Tenant shall have the right to  terminate  the Lease as of the date Tenant is
required to vacate the portion of the Premises taken, upon giving notice of such
election  within  thirty  (30) days after  receipt by Tenant  from  Landlord  of
written notice that said Premises have been or will be so taken. In addition, if
(a) such a  significant  portion of the Shopping  Center or Common Area is taken
that, in Landlord's reasonable opinion,  substantial  restoration is required on
the  remaining  portion,  or (b) Landlord  exercises  its right to terminate its
participation  in the REA  because of the  taking of  portions  of the  Shopping
Center other than the Premises,  the Landlord  shall have the right to terminate
the Lease upon thirty (30) days' written notice to Tenant.  In the event of such
termination,  both  Landlord and Tenant shall be released  from any liability or
obligation  under the  Lease,  except as  otherwise  provided  for in the Lease,
arising after the date of  termination.  Landlord and Tenant shall,  immediately
after learning of any taking, give notice thereof to each other.

     19.3 Restoration. If the Lease does not terminate pursuant to Sections 19.1
or 19.2 above, then Tenant shall continue to occupy that portion of the Premises
not taken and the parties shall proceed as follows:  (a) at Landlord's  cost and
expense and as soon as reasonably possible,  Landlord shall restore the Premises
remaining to a complete  unit of like quality and  character as existed prior to
such  appropriation  or taking,  and (b) the Minimum Annual Rent provided for in
Article 1 shall be  reduced on an  equitable  basis,  taking  into  account  the
relative  values of the portion  taken as  compared  to the  portion  remaining.
Tenant waives any statutory  rights of termination that may arise because of any
partial taking of the Premises.

     19.4 Award. Landlord shall be entitled to the entire condemnation award for
any taking of the Premises,  the Shopping  Center or any part thereof.  Tenant's
right to receive  any amounts  separately  awarded to Tenant  directly  from the
condemning  authority  for the  taking of its  merchandise,  Personal  Property,
relocation  expenses  and/or  interests  in other than the real  property  taken
and/or  the  leasehold  interest  shall  not be  affected  in any  manner by the
provisions of this Section,  provided  Tenant's  award does not reduce or affect
Landlord's award.

<PAGE>
                                   ARTICLE 20
                       SUBORDINATION; ATTORNMENT; ESTOPPEL

     20.1  Subordination  to  Mortgage.  The  Lease and all of  Tenants'  rights
hereunder are and shall be subject and subordinate to the first Mortgage and any
secondary Mortgage approved by the first Mortgagee.  The foregoing shall be self
operative  without the execution of additional  documentation,  however,  within
twenty (20) days after the receipt of a request from Landlord or any  Mortgagee,
Tenant shall confirm such subordination by executing a recordable  subordination
agreement in form and content reasonably satisfactory to Landlord and Landlord's
Mortgagee.  Tenant  acknowledges that any Mortgagee has the right to subordinate
at any time  its  Mortgage  to this  Lease  and the  leasehold  estate,  without
Tenant's  consent.  Tenant shall,  within twenty (20) days after written request
therefor,  execute and deliver such documents as are reasonably requested by the
Mortgagee to confirm such subordination.

     Notwithstanding  anything to the contrary  contained  herein,  upon request
from  Tenant,  Landlord  shall  request  from any party  seeking  such  superior
position  (with the  exception  of the  existing  Mortgagee)  a  non-disturbance
agreement and attornment agreement to the effect that so long as Tenant pays the
rentals  due under  this Lease and  otherwise  complies  with the terms  hereof,
Tenant's occupancy hereunder shall not be disturbed.  In no event shall Tenant's
obligation to subordinate its rights  hereunder be conditioned on the receipt of
such agreement. Tenant shall be responsible for payment of any costs incurred in
connection with obtaining the documentation requested hereunder.

     20.2  Subordination  to REA.  Subject to Section  2.2, the Lease and all of
Tenant's  rights  hereunder are and shall be subject and  subordinate to the REA
and any amendments or modifications  thereof.  If the REA is not of record as of
the date hereof,  then the Lease shall  automatically  become subordinate to the
REA upon  recordation of the REA, and with twenty (20) days after the receipt of
a  request  from   Landlord  or  any   Mortgagee,   Tenant  shall  confirm  such
subordination  by  executing a  recordable  subordination  agreement in form and
content reasonably satisfactory to Landlord.

     20.3 Attornment.  If Landlord sells,  transfers, or conveys its interest in
the  Premises  or  the  Lease,  or if  the  same  is  foreclosed  judicially  or
nonjudicially,  or otherwise acquired,  by a Mortgagee,  upon the request and at
the sole and absolute election of Landlord's  successor,  Tenant shall attorn to
said  successor,  provided said  successor  accepts the Premises  subject to the
Lease.  Tenant  shall,  upon  request of Landlord or any  Mortgagee,  execute an
attornment  agreement  confirming  the same,  in form and  substance  reasonably
acceptable to Landlord or Landlord's  successor.  Such agreement  shall provide,
among other things, that said successor shall not be bound by (a) any prepayment
of more than one (1)  month's  Rent  (except  Security  Deposit  but only to the
extent  received by said  successor) or (b) any material  amendment of the Lease
made after the later of the Execution  Date,  or the date that such  successor's
lien or interest first arose, unless said successor shall have consented to such
amendment. This Section 20.3 shall in no way be deemed a waiver by Tenant of any
Claims  for any  predecessor's  failure  or bad faith  refusal  to  provide  any
Security  Deposit to its  successor or to notify its  successor of any amendment
prior to the date that such successor's lien or interest first arose.

     20.4  Estoppel  Certificate.  Within  twenty (20) days after  request  from
Landlord,  Tenant shall execute and deliver to Landlord an Estoppel  Certificate
with appropriate facts concerning the status of the Lease and Tenant's occupancy
completed  by  Landlord,  and with any  exceptions  thereto  noted in writing by
Tenant.  Tenant's failure to execute and deliver the Estoppel Certificate within
said ten-day  period shall be deemed to make  conclusive and binding upon Tenant
in favor of Landlord,  and any potential  Mortgagee or transferee the statements
contained in such Estoppel Certificate without exception.

     Landlord  shall upon  request  from Tenant (in  connection  with a proposed
Occupancy  Transaction  under  Article  15),  but not more  than  twice  per any
calendar year, execute a statement certifying that (i) this Lease represents the
entire  agreement  between  Landlord and Tenant,  and is unmodified  and in full
force and effect (or, if modified,  stating the nature of such  modification and
certifying that this Lease, as so modified, is in full force and effect) and the
dates to which  rental  and other  charges  are paid in  advance,  if any,  (ii)
certifying the commencement  and termination  dates of the Lease Term, and (iii)
acknowledging that there are not, to Landlord's knowledge,  any uncured defaults
on the part of Tenant hereunder or specifying such defaults if any are claimed.
<PAGE>
                                   ARTICLE 21
                                 QUIET ENJOYMENT

     Landlord agrees that Tenant, upon paying the rent and performing the terms,
covenants,  and conditions of the Lease,  may quietly have,  hold, and enjoy the
Premises from and after Landlord's  delivery of the Premises to Tenant and until
the end of the Lease Term, subject, however, to those matters to which the Lease
is or shall become subordinate.

                                   ARTICLE 22
                                    CONSENTS

     Wherever  in  the  Lease  consent,  approval  or  permission  (collectively
referred to in this Article as  "consent")  is required,  such consent  shall be
given in writing  and shall not be  unreasonably  withheld  or  delayed,  unless
otherwise expressly provided.  Landlord shall not be deemed to have withheld its
consent  unreasonably  where Landlord's right to give its consent is conditioned
on  Landlord  obtaining  the  consent  of any other  person,  entity,  agency or
Governmental  Authority and such other person,  entity,  agency or  Governmental
Authority does withhold its consent.  If Landlord fails to give any consent that
a court later holds  Landlord was required to give under the terms of the Lease,
Tenant shall be entitled solely to specific  performance and such other remedies
as may be specifically reserved to Tenant under the Lease, but in no event shall
Landlord  be  responsible  for  monetary  damages   (including   incidental  and
consequential  damages) for such failure to give consent  unless said consent is
withheld  maliciously or in bad faith. The failure by Landlord to respond to any
request for consent  shall in no event be deemed  either  approval or refusal by
Landlord.

                                   ARTICLE 23
                                     NOTICES

     Wherever in this Lease it shall be required or  permitted  that any notice,
request,  report,  communication  or demand  (collectively,  "notice") be given,
served or  transmitted  by either  party to this Lease to or on the other,  such
notice  shall be in writing and shall be  personally  delivered  or forwarded by
certified mail, return receipt  requested,  or by nationally  recognized courier
service  providing  written  confirmation  of delivery,  to the addresses of the
parties  specified in Section 1.12. Notice shall be deemed to have been given or
served on the delivery date  indicated by the United  States  Postal  Service or
courier service on the return receipt or on the date such delivery is refused or
marked "undeliverable," unless Landlord or Tenant, as the case may be, is served
personally,  in which  event the date of personal  delivery  shall be deemed the
effective  date of notice.  Either  party may change  its  address by  providing
written  notice as  specified  herein;  provided,  however,  that all  addresses
provided  must  be  the  actual  street  address  of  a  residence  or  business
establishment.  The foregoing method of service shall be exclusive, and Landlord
and Tenant waive,  to the fullest extent  permitted  under law, the right to any
other  method of service  required  by any  statute or law now or  hereafter  in
force.  Whenever  multiple  notices are sent or multiple methods of transmitting
any notice are  utilized,  any time  period  that  commences  upon the giving or
deemed giving of such notice shall commence upon the earliest date such delivery
is  effectuated,  and such time shall not be  extended  by  operation  of law or
otherwise because of any later delivery of the same notice.


                                   ARTICLE 24
                                  ATTORNEY FEES

     If either  Landlord or Tenant  institutes any action or proceeding  against
the other relating to the provisions of the Lease or any default hereunder,  the
nonprevailing  party in such action or proceeding shall reimburse the prevailing
party  for  the  reasonable   expenses  of  attorney  fees  and  all  costs  and
disbursements  incurred  therein by the  prevailing  party,  including,  without
limitation,  any such fees, costs or  disbursements  incurred on any appeal from
such action or  proceeding.  The  prevailing  party shall recover all such fees,

<PAGE>
costs or disbursements as costs taxable by the court in the action or proceeding
itself without the necessity for a  cross-action  by the  prevailing  party.  In
addition to the foregoing award of attorneys' fees,  costs and  disbursements to
the prevailing  party,  the prevailing party shall be entitled to its attorneys'
fees,  costs and  disbursements  in any post judgment  proceedings to collect or
enforce the judgment.  This  provision is separate and several and shall survive
the termination of the Lease.

                                   ARTICLE 25
                               GENERAL PROVISIONS

     25.1 Binding  Effect.  The parties  hereto agree that all the provisions of
the Lease  are to be  construed  as  covenants  and  agreements  and,  except as
otherwise specified, that said provisions shall bind and inure to the benefit of
the  parties  hereto  and  their  respective   heirs,   legal   representatives,
successors, and assigns.

     25.2 Right to Lease.  Landlord  shall have the  absolute  right to lease or
permit the use or occupancy of space in the  Shopping  Center as Landlord  shall
determine in its sole and absolute  judgment.  Tenant does not rely on the fact,
nor does  Landlord  represent,  that there shall be any  specific  occupants  or
minimum  occupancy level of space in the Shopping Center at any time (including,
without limitation, Major Tenants).

     25.3 Shopping Center  Configuration.  Tenant acknowledges that Exhibit A is
for the purposes of convenience  only and that,  excluding any  limitations  set
forth in Section 7.5, Landlord reserves the right at any time to expand, reduce,
remove, demolish, change, renovate or construct any existing or new improvements
at the Shopping Center.

     25.4 Claims by Brokers.  Tenant warrants that all negotiations with respect
to the Lease (including,  without limitation,  preliminary  consideration of the
Premises,  relevant  economics  and final Lease  provisions)  were  accomplished
without the aid, intervention or employment of any broker or finder, of any kind
(with the exception of BDH Associates). Tenant shall indemnify, protect, defend,
and hold Landlord (and its partners, joint venturers, affiliates,  shareholders,
and property managers, and their respective officers, directors,  employees, and
agents)  harmless  from and  against  any and all  Claims  arising  out of or in
connection  with any Claims made by any person claiming to be a broker or finder
representing  Tenant with  regard to the Lease  including,  without  limitation,
Claims for commissions and all costs of enforcing this indemnity against Tenant.

     25.5 Exhibits.  All exhibits  attached hereto are  incorporated  herein and
made a part of the Lease by reference as if fully set forth herein.

     25.6 Entire  Agreement;  Amendments to Lease.  There are no oral or written
agreements or representations between the parties hereto affecting the Lease not
contained  herein.  The  Lease  supersedes  and  cancels  any and  all  previous
negotiations, arrangements,  representations,  brochures, displays, projections,
estimates,  agreements,  and  understandings,  if any,  made by,  to, or between
Landlord and Tenant and their  respective  agents and employees  with respect to
the  subject  matter  thereof,  and none shall be used to  interpret,  construe,
supplement or contradict the Lease. The Lease, and all amendments thereto, shall
be  considered  to be the only  agreement  between the parties  hereto and their
representatives  and agents. To be effective and binding on Landlord and Tenant,
any amendment to the  provisions of the Lease must be in writing and executed by
both parties in the same manner as the Lease itself.  Any amendment to the Lease
shall be prepared by Landlord.

     25.7 Force  Majeure.  The  occurrence of any of the following  events shall
excuse such obligations of Landlord or Tenant as are thereby rendered impossible
or reasonably impracticable for so long as such obligation remains impossible or
reasonably impracticable to perform: strikes,  lockouts, labor disputes, acts of
God, inability to obtain labor,  materials or reasonable  substitutes  therefor,
governmental  restrictions,  regulations or controls,  judicial orders, enemy or
hostile governmental action, civil commotion,  fire or other casualty, and other
causes  beyond  the  reasonable  control  of the  party  obligated  to  perform.
Notwithstanding the foregoing (a) the occurrence of such events shall not excuse

<PAGE>
Tenant's  obligations  to pay Rent or excuse such  obligations  as the Lease may
otherwise  impose on the party to obey,  remedy or avoid such  event,  provided,
however,  that delays in opening for business  resulting  from reasons set forth
herein  shall abate  Tenant's  obligation  to  initially  open for  business and
commence  payment of Rent for a period  equal to the length of such  delay,  and
(b),  should the work  performed  by Tenant or Tenant's  contractor  result in a
strike,  lockout and/or labor dispute, such strike, lockout and/or labor dispute
shall not excuse Tenant's performance or obligation to pay Rent.

     25.8  Venue.  The laws of the state  where the  Shopping  Center is located
shall govern the validity,  performance,  and enforcement of the Lease. Landlord
and Tenant consent to personal  jurisdiction and venue in the state and judicial
district in which the Shopping Center is located.

     25.9 Labor Disputes.  Tenant shall construct,  or cause Tenant's contractor
to construct,  all  Improvements  in such a manner as to avoid any labor dispute
that causes or is likely to cause stoppage or impairment of work,  deliveries or
any other services in the Shopping  Center.  If there shall be any such stoppage
or  impairment  as the  result of any such  labor  dispute  or  potential  labor
dispute,  Tenant shall immediately  undertake such action as may be necessary to
eliminate such dispute or potential dispute, including,  without limitation, (a)
removing all  disputants  from the job site until such time as the labor dispute
no longer exists, (b) seeking a temporary restraining order and other injunctive
relief with regard to illegal union  activities or a breach of contract  between
Tenant and Tenant's contractor, and (c) filing appropriate unfair labor practice
charges.

     25.10 Bankruptcy.  Federal bankruptcy code shall govern with respect to the
Lease and in no event shall any  provision of the Lease be deemed to be a waiver
by either party of its rights under such code.

     25.11 No  Presumption.  Although the  provisions  of the Lease were drafted
primarily by Landlord,  the parties hereto agree that such fact shall not create
any  presumption,  construction  or implication  favoring the position of either
Landlord or Tenant.  The parties  agree that any  deletion of language  from the
Lease prior to its  execution  by Landlord  and Tenant shall not be construed to
have  any  particular  meaning  or to raise  any  presumption,  construction  or
implication,  including,  without  limitation,  any implication that the parties
intended thereby to state the opposite of the deleted language.  The captions of
the  Articles  and  Sections  of the Lease  are for  convenience  only,  are not
operative  parts of the Lease and do not in any way limit or  amplify  the terms
and provisions of the Lease.

     25.12 No  Waiver.  The  waiver by  Landlord  or Tenant of any breach of any
term,  covenant or condition contained in the Lease shall not be deemed a waiver
of such term,  covenant or condition of any subsequent breach thereof, or of any
other term,  covenant or  condition  contained  in the Lease.  The consent to or
approval  by Landlord  or Tenant of any act by the other  party  requiring  such
consent  or  approval  shall  not be  deemed  to  waive  or  render  unnecessary
Landlord's or Tenant's  consent to or approval of any subsequent  similar act by
the other party. Landlord's subsequent acceptance of partial Rent or performance
by Tenant  shall not be deemed to be an accord and  satisfaction  or a waiver of
any preceding  breach by Tenant of any term,  covenant or condition of the Lease
or of any  right of  Landlord  to a  forfeiture  of the  Lease by reason of such
breach,  regardless of Landlord's knowledge of such preceding breach at the time
of Landlord's  acceptance.  No term, covenant or condition of the Lease shall be
deemed to have been  waived by  Landlord  or  Tenant  unless  such  waiver is in
writing and executed by such party.

     25.13 Nondiscrimination. Landlord and Tenant covenant for themselves, their
heirs,  executors,  administrators,  successors,  and  assigns  and all  persons
claiming under or through them, that there shall be no discrimination against or
segregation  of any  person  or group of  persons  on  account  of race,  color,
religion,  creed,  sex,  marital status,  sexual  orientation,  national origin,
ancestry,   age,  physical  handicap  or  medical  condition,  in  the  leasing,
subleasing,  transferring,  use, occupancy,  tenure or enjoyment of the Premises
herein leased,  and Tenant and any person claiming under or through Tenant shall
not  establish or permit any such  practice or practices  of  discrimination  or
segregation with reference to the selection,  location, number, use or occupancy
of tenants, subtenants, licensees, vendees or customers in the Premises.
<PAGE>
     25.14 Parties. If two (2) or more persons or corporations execute the Lease
as  Tenant,  the word  "Tenant"  as used in the  Lease  shall  refer to all such
persons or  corporations,  and the liability of such persons or corporations for
compliance with and performance of all the terms,  covenants,  and conditions of
the Lease shall be joint and several.  The  masculine  pronoun used herein shall
include  the  feminine  or the  neuter,  as the case may be,  and the use of the
singular shall include the plural.

     25.15 Real Estate Investment Trust.  During the Lease Term or any extension
thereof,  should a real estate investment trust become Landlord  hereunder,  all
provisions of the Lease shall remain in full force and effect except as modified
by this Section.  If Landlord in good faith determines that its status as a real
estate  investment  trust under the  provisions of the Internal  Revenue Code of
1986, as heretofore or hereafter  amended,  will be  jeopardized  because of any
provision  of the Lease,  Landlord  may request  reasonable  amendments  to this
Lease,  and Tenant will not  unreasonably  withhold,  delay or defer its consent
thereto,  provided  that  such  amendments  do not  (a)  increase  the  monetary
obligations,  decrease the rights, or materially increase any other obligations,
of Tenant  pursuant  to the Lease or (b) in any other  manner  adversely  affect
Tenant's interest in the Premises.

     25.16 Relationship of the Parties.  Nothing contained in the Lease shall be
deemed or construed as creating a partnership,  joint venture,  principal-agent,
or  employer-employee  relationship  between  Landlord  and any other  person or
entity  (including,  without  limitation,  Tenant) or as causing  Landlord to be
responsible  in any way for the debts or  obligations  of such  other  person or
entity.

     25.17 Sale or  Mortgage  by  Landlord.  If  Landlord,  at any time,  sells,
conveys,  transfers or otherwise  divests  itself or is divested of its interest
("transfer") in the Premises,  other than a transfer for security purposes only,
Landlord shall be relieved of all obligations and liabilities accruing hereunder
after the effective date of said transfer, provided that any Security Deposit or
other funds of Tenant then being held by Landlord are  delivered  to  Landlord's
successor.  The  obligations  to be  performed  by Landlord  hereunder  shall be
binding on  Landlord's  successors  and  assigns  only during  their  respective
periods of ownership.

     25.18 Severability. If any provision of the Lease shall be determined to be
void by any court of competent  jurisdiction,  then such determination shall not
affect any other  provision of the Lease,  and all such other  provisions  shall
remain in full force and effect. It is the intention of the parties hereto that,
if any  provision  of the Lease is  capable of two  constructions,  one of which
would  render  the  provision  void  and the  other of which  would  render  the
provision  valid,  then the  provision  shall have the meaning  that  renders it
valid.

     25.19 Time of  Essence.  Time is of the essence in the  performance  of all
covenants and conditions of the Lease.

     25.20 Waiver of Trial by Jury. Landlord and Tenant hereby waive any and all
rights to a trial by jury in any action,  proceeding or counterclaim  (including
any claim for injury or damage and any emergency and other  statutory  remedy in
respect  thereof)  brought by either against the other on any matter arising out
of or in any way  connected  with the Lease,  the  relationship  of Landlord and
Tenant, and/or Tenant's use or occupancy of the Premises.

     25.21 Warranty of Authority. Tenant represents,  covenants, and warrants to
Landlord  as of the  Effective  Date that the  signatories  signing on behalf of
Tenant have the requisite authority to bind Tenant.  Further, if the Tenant is a
corporation, Tenant represents, covenants, and warrants to Landlord that: (a) as
of the Effective Date, Tenant is a duly constituted corporation in good standing
and qualified to do business in the state where the Shopping  Center is located,
(b) Tenant has paid all applicable franchise and corporate taxes, and (c) Tenant
will file when due all forms,  reports,  fees, and other documents  necessary to
comply with applicable laws.


<PAGE>
     25.22 Tenant  Acknowledgment of Partner Status.  Tenant hereby acknowledges
that one of the partners  comprising  Landlord is a unit of the California State
and Consumer Services Agency  established  pursuant to Title I, Division 1, Part
13 of the California Education Code, Sections 22000 et seq., as amended (the "Ed
Code").  As a result,  Landlord  may be  prohibited  from  engaging  in  certain
transactions  with a "school  district or other employing  agency" or a "member,
retirant,  or  beneficiary"  (as those  terms are  defined  in the Ed Code).  In
addition, Landlord may be subject to certain restrictions and requirements under
the Internal Revenue Code, 26 U.S.C. Section 1 et seq. (the Code"). Accordingly,
Tenant represents and warrants to Landlord that : (a) Tenant is neither a school
district or other employing agency nor a member,  retirant, or beneficiary;  (b)
has not made any contribution or contributions to Landlord; (c) neither a school
district or other employing agency, nor a member, retirant, or beneficiary,  nor
any combination  thereof, is related to Tenant by any relationship  described in
Section  267(b)  of  the  Code;  (d)  neither  Westmark  Realty  Advisors,   its
affiliates, related entities, agents, officers, directors, or employees, nor any
Landlord's   board  member,   employee,   or  internal   investment   contractor
(collectively,  "Landlord's Affiliates") has received or will receive,  directly
or indirectly, any payment,  consideration,  or other benefit from, nor does any
Landlord  Affiliate have any agreement or arrangement  with Tenant or any person
or entity  affiliated with Tenant relating to, the transactions  contemplated by
the Lease;  and (e) except for the ownership of Tenant's  publicly traded stock,
no Landlord Affiliate has any direct or indirect ownership interest in Tenant or
any person or entity affiliated with Tenant.

     25.23 Tenant's Option to Lease Additional Premises.  Tenant is hereby given
the  option to lease  additional  premises  currently  identified  as "Space No.
1-M-007"  ("Additional  Premises") in the Shopping Center.  Such option shall be
exercised,  if at all, by Tenant  giving  written  notice  ("Option  Notice") to
Landlord no later than  November  30, 1999 but no earlier  than October 1, 1999,
however,  in the event  Landlord  gives  Tenant  written  notification  that the
Additional Premises will be available at a date prior to October 1, 1999, Tenant
shall be required to provide Landlord with the Option Notice,  if at all, within
thirty (30) days of the date Landlord's notice is given.

     In the event Tenant exercises this option to lease the Additional Premises,
Landlord  shall  amend  the  Lease  to lease  Tenant  the  Additional  Premises,
effective upon the date Landlord delivers  possession of the Additional Premises
to Tenant, on the same terms and conditions as those contained in this Lease for
the balance of the  remaining  Lease Term.  Effective on the earlier of the date
Tenant opens for business  within the Additional  Premises or the  seventy-fifth
(75th) day  following the date Landlord  delivers  possession of the  Additional
Premises to Tenant,  the Minimum Annual Rent and Marketing  Assessment  shall be
adjusted  to include the  Additional  Premises at the same per square foot rates
Tenant is required to pay according to the terms of this Lease.  Tenant shall be
required to submit to Landlord  plans and  specifications  for the remodeling of
Tenant's  storefront  and store  interior in  accordance  with Exhibit C and the
Tenant  Package.  Landlord  shall respond to Tenant's  Plans within fifteen (15)
days of the receipt of same by notifying  Tenant of (a) the approval of Tenant's
Plans, or (b) the reason(s) why Tenant's Plans are not satisfactory to Landlord.
Tenant shall commence and diligently proceed with construction so as to complete
the work on or before the  seventy-fifth  (75th) day following the date Landlord
delivers  possession  of the  Additional  Premises  to  Tenant.  Notwithstanding
anything  contained herein,  in the event Landlord's  response is delayed beyond
the fifteenth (15th) day required hereinabove,  Tenant's requirement to complete
the work within  seventy-five  (75) days  following the date  Landlord  delivers
possession  of the  Additional  Premises  shall be delayed by the  corresponding
number of days after the fifteenth (15th) day.

     Tenant's option to lease Additional  Premises shall be null and void in the
event any of the following occurs:

     (a)  Tenant is in  default,  beyond  any  applicable  cure  period,  in its
obligations  under this Lease on the date of the  Option  Notice,  in which case
such Option Notice shall be totally ineffective;

     (b)  Tenant is in  default,  beyond  any  applicable  cure  period,  in its
obligations  under this Lease on the date  Landlord  delivers  possession of the
Additional Premises to Tenant, in which case the amendment to the Lease to lease
Tenant the Additional Premises shall also be null and void; and


<PAGE>
     (c)  Landlord  is unable to deliver  the  additional  premises to Tenant by
October 1, 2000.

     This  option  to  lease  Additional  Premises  shall  not be  effective  or
available  to a  Transferee  in the event of a permitted  Occupancy  Transaction
pursuant to Article 15 of this Lease, except a permitted  Transferee pursuant to
Section 15.8. In addition,  this option to lease the  Additional  Premises shall
not be operative in the event of  foreclosure or the giving of a deed in lieu of
foreclosure, and will be of no force or effect to such successor in interest.

     25.24 Tenant's  Financial  Statements.  On a quarterly basis,  Tenant shall
submit copies of Tenant's Form 10-QB  quarterly  report to Landlord,  in care of
the Chief  Financial  Officer of  TrizecHahn  Centers  (or any other  individual
Landlord  notifies  Tenant  of in  writing  at a  later  date),  at the  address
specified  in Section 1.12 within sixty (60) days of filing said report with the
Securities  and  Exchange  Commission  pursuant  to  Section  13 or 15(d) of the
Securities Exchange Act of 1934. Failing or refusing to comply with this Section
25.24 within ten (10) days of Landlord's  written  request,  shall  constitute a
default by Tenant and a breach of this Lease.

                                   ARTICLE 26
                                SECURITY DEPOSIT

     26.1 Payment.  On or before the Effective  Date,  Tenant shall pay Landlord
the Security  Deposit as security for the faithful  performance by Tenant of all
of its obligations under this Lease.  Landlord shall not be required to hold the
Security Deposit and, if Landlord does hold the Security Deposit, Landlord shall
not be liable for interest,  except as required herein and shall not be required
to hold the Security  Deposit in a segregated  account except as may be required
by applicable  law or any  Mortgagee.  Anything to the contrary  notwithstanding
contained  in Article 26, upon  receipt  from Tenant of the sum of  Thirty-Three
Thousand Three Hundred  Sixty-Eight  and 75/100 Dollars  ($33,368.75),  Landlord
shall deposit such sum in an interest  bearing account with a federally  insured
bank or savings  and loan  association.  Landlord  shall  hold the  account as a
Security  Deposit  under the terms and  conditions  set forth in Article 26. All
interest or earnings  accruing on Tenant's  Security  Deposit  from said account
shall be paid to Tenant at the end of each year of the Lease Term, within thirty
(30) days of Tenant's written request therefor,  provided Tenant is not, and has
not been, in default under the terms of the Lease during the preceding year.

     26.2  Application.  If any of the rentals herein  reserved or any other sum
payable by Tenant to Landlord shall be overdue and unpaid or paid by Landlord on
behalf of Tenant,  or if Tenant  shall fail to  perform  any of its  obligations
under the Lease,  then Landlord may, at its option and without  prejudice to any
other remedy which Landlord may have on account  thereof,  appropriate and apply
all or a portion of the  Security  Deposit to  compensate  Landlord  for Minimum
Annual Rent,  Additional Rent, loss or damage sustained by Landlord,  and Tenant
shall  forthwith  restore said Security  Deposit to the original sum  deposited.
Should  Tenant  comply with all of said  obligations  and  promptly  pay all the
rentals when due and all other sums payable by Tenant to Landlord,  the Security
Deposit  shall be  refunded  in full to  Tenant  at the  expiration  or  earlier
termination of the Lease Term, subject to the provisions of Section 26.3.

     26.3 Return of Security  Deposit.  Provided  Tenant (i) initially opens for
business  within  sixty (60) days of the time limits set forth in Section  11.1;
(ii) is not  currently in default,  which default  remains  uncured for the time
period set forth in Section 16.2, nor has been in default of any of the terms or
provisions of this Lease during the Lease Term beyond the time period to cure as
set forth in Section 16.2; (iii) is the tenant entity specified in Article 1, or
any permitted Transferee pursuant to Article 15, Section 15.8 of this Lease; and
(iv) has a net worth and working  capital  equal to or greater than Tenant's net
worth and  working  capital  as of the  Effective  Date,  then at the end of the
thirty-sixth  (36th)  full  month of the Lease  Term and upon  Tenant's  written
request,  Landlord shall apply the Security  Deposit to Tenant's  Minimum Annual
Rent  beginning  with the Minimum  Annual Rent due on the first (1st) day of the
calendar month  following  Landlord's  receipt of Tenant's  written  request and
continuing  each  subsequent  month until the entire  Security  Deposit has been

<PAGE>
exhausted and further  provided  that during the months the Security  Deposit is
applied to Minimum Annual Rent, Tenant shall pay all other charges called for in
the manner  provided  for in this Lease.  In the event  Tenant is or has been in
default  beyond the time period to cure as set forth in Section  16.2,  does not
comply with the conditions set forth in this Lease, or if Tenant's net worth and
working  capital is not equal to or greater than  Tenant's net worth and working
capital as of the  Effective  Date,  the Security  Deposit  shall be retained by
Landlord until the expiration or earlier termination of this Lease.

THE OAKS SHOPPING CENTER, L.P.,
a California limited partnership

By Command Properties Corporation,
a Delaware corporation,
as general partner

By: TrizecHahn Centers Management Inc.,
a California corporation,
as its attorney-in-fact

By:
Name:
Title:

By:
Name:
Title:
By: California State Teachers' Retirement System,
a retirement system organized under the
laws of the State of California,

as general partner

By: Westmark Realty Advisors,
a limited liability company

By:
Christopher W. Roscoe
National Director

By:
Name:
Title:
LANDLORD
TOYS INTERNATIONAL,
a California corporation
By:
Name:
(Type or Print Name)
Title:

By:
Name:
(Type or Print Name)
Title: TENANT





<PAGE>
                                    EXHIBIT B
                                  DEFINED TERMS


     Unless otherwise  indicated,  all references to Articles and Sections shall
be deemed to refer to Articles and Sections of the Lease.

     "Additional  Rent"  means all sums of money  required  to be paid by Tenant
under the Lease with the exception of Minimum Annual Rent.

     "Administrative  Fee" means an amount equal to fifteen percent (15%) of the
amount of expenses or other amounts with respect to which the Administrative Fee
is payable as set forth in particular Articles and Sections of the Lease.

     "Air Conditioning Charge" is defined in Section 6.5.

     "Air  Conditioning  System" means the air  conditioning  system serving the
Premises  either  exclusively  or in common with other  tenants of the  Shopping
Center,  including  all  pipes,  ducts,  machinery,   fans,  coolers,  chillers,
condensers, and other equipment used in connection therewith.

     "Amortization  of Capital Items" shall mean the amortization of any capital
item costing  Twenty-Five  Thousand Dollars ($25,000) or more with a useful life
(as determined in accordance with generally accepted  accounting  principles) in
excess  of five (5)  years.  Amortization  shall be, in lieu of the full cost of
such item,  over said useful life and shall include an interest  factor based on
the Interest Rate.

     "Breakpoint"  for any specific period means the amount obtained by dividing
the Minimum  Annual Rent payable  during such period by the percentage set forth
in Section 1.10 for the calculation of Percentage Rent.

     "CFM" means cubic feet of air per minute.

     "CPI  Adjustment  Procedures"  shall mean the  method by which  adjustments
shall be made to a sum of money  Tenant  must pay  Landlord  ("Base  Amount") in
accordance with percentage increases, if any, in the Department of Labor, Bureau
of Labor  Statistics,  Consumer Price Index for All Urban  Consumers,  U.S. City
Average,  Subgroup  "All  Items"  (1982-84  = 100),  referred  to  herein as the
"Index." The procedure for making such adjustments shall be to increase the Base
Amount by a percentage  equal to the percentage  increase,  if any, in the Index
for the Month of  Adjustment  as compared  to the Index for the Base Month.  The
terms "Month of Adjustment" and "Base Month," as used herein, are defined in the
applicable  Articles  of the Lease.  If at any time there is no Index,  Landlord
shall  substitute any official index published by the Bureau of Labor Statistics
or by such successor or similar  governmental agency as may then be in existence
and shall be most nearly equivalent thereto.

     "Change  of  Control"  means  the  transfer  by  sale,  assignment,  death,
incompetency,  mortgage, deed of trust, trust, operation of law, or otherwise of
any shares,  voting rights or ownership  interests which will result in a change
in the  identity  of the  person or  persons  exercising,  or who may  exercise,
effective  control of Tenant,  unless  such change  results  from the trading of
shares  listed on a recognized  public  stock  exchange . If Tenant is a private
corporation  whose stock becomes publicly held, the transfers of such stock from
private  to  public   ownership  shall  not  be  deemed  a  Change  of  Control.
Notwithstanding the foregoing to the contrary, any transfer of stock in Tenant's
corporation  between  present   stockholders,   to  family  members  of  present
stockholders,  or for bona fide estate  planning  purposes shall not be deemed a
Change of Control so long as the  Tenant  entity  does not change as a result of
such transfer.
<PAGE>
     "Claims" means any claim, demand, investigation,  proceeding, action, suit,
judgment,  award, fine, lien, loss, damage,  expense, charge or cost of any kind
or character and liability (including reasonable attorney fees and court costs).

     "Commencement  Date"  means the  earlier to occur of (i) the date  Landlord
tenders  possession of the Premises to Tenant or Tenant's agent or (ii) the date
Tenant or Tenant's agent occupies the Premises for any purpose.

     "Common Area" means all improved and unimproved areas within the boundaries
of the Shopping  Center  (including  additional land acquired by Landlord) which
are made  available  from time to time for the  general  use,  convenience,  and
benefit  of  Landlord,  other  persons  entitled  to occupy  any  portion of the
Shopping  Center  and/or their  customers,  patrons,  employees,  and  invitees,
including,  without  limitation,  all automobile  parking areas and  structures,
floors, ceilings, roofs, skylights,  windows, driveways, open or enclosed malls,
food court seating  areas,  sidewalks,  curbs,  and landscaped  areas,  and such
public transportation facilities and landscaped areas as are contiguous with and
benefit the Shopping Center.

     "Common Area Expenses" is defined in Section 7.3.

     "Construction  Allowance" means that amount, if any, payable by Landlord in
accordance with Exhibit C-Addendum.

     "Effective  Date" means the earlier of (i) the  Execution  Date or (ii) the
Commencement Date.

     "Encumbrance"  means any  conditional,  contingent or deferred  assignment,
sublease  or  conveyance  voluntarily  made by Tenant of some or all of Tenant's
interest,  rights or duties in the  Lease or the  Premises,  including  Tenant's
right to use,  occupy or possess the Premises,  in whole or in part,  including,
without limitation,  any mortgage, deed of trust, pledge,  hypothecation,  lien,
franchise, license, concession or other security arrangement.

     "Engineered  Value" means the total CFM, or the total GPM, which Tenant has
calculated  under Exhibit F as necessary  for supply to the  Premises,  or which
have been  calculated as necessary for supply to other leasable  premises in the
Shopping Center.

     "Estoppel  Certificate" means a document  stipulation  substantially in the
form of Exhibit E.

     "Execution  Date" means that date set forth in the first  paragraph  of the
Lease upon which the Lease is fully executed by Landlord and Tenant.

     "Expiration Date" means that date set forth in Section 1.7.

     "Floor Area" means the square footage of the Premises  described in Article
1 (or, where applicable, of other premises located in a building or buildings of
the Shopping Center) without deduction for the width of or space occupied by air
conditioning  units that  exclusively  serve and are located within the Premises
and/or by columns,  sprinkler risers, roof drains,  structural braces, expansion
joints and/or shear walls,  measured from the exterior surface of building walls
(and extensions thereof, in the case of openings),  from the exterior surface of
Perimeter  Demising  Partitions,  from  the  center  line of  Interior  Demising
Partitions or vertical neutral strips and from any Lease Line, all of which form
the perimeter of the Premises.

     "Food  Court"  means that area,  if any, of the  Shopping  Center for which
specific  Common  Area is  designated  by  Landlord,  in its sole  and  absolute
discretion,   for  the  purpose  of  providing  facilities  to  accommodate  the
consumption  of food and  beverages  by  customers  of food use  tenants  in the
Shopping Center.

     "Food Court  Expenses"  means Common Area Expenses  which are  attributable
solely to the operation and use of the Food Court.

     "GPM" means gallons of water or fluid per minute.


<PAGE>
     "Governmental  Authority" means any federal,  state,  county, city or local
governmental  board, body or agency having jurisdiction over the Premises or the
Shopping Center or any part thereof.

     "Gross Sales" means the proceeds of all sales and/or other revenue  derived
or made from the Premises  adjusted to exclude or deduct,  as applicable,  Gross
Sales Adjustments and including, without limitation,  merchandise,  goods and/or
services sold, leased, licensed or otherwise transferred in or from the Premises
by Tenant, its subtenants,  licensees, and concessionaires,  whether for cash or
on credit and whether made by store  personnel or by approved  vending or gaming
machines.  Gross Sales shall not include any  government  imposed taxes upon the
sale of merchandise or services which are collected  separately from the selling
price and paid  directly  to the  taxing  authority.  All sales  and/or  revenue
originating  at the  Premises  shall be  considered  Gross  Sales,  even  though
bookkeeping  and payment of the account may be  transferred to another place for
collection and even though actual filling and/or delivery of the merchandise may
be made from a place other than the  Premises.  Each sale upon  installments  or
credit  shall be  treated as a sale for the full sale price at the time of sale.
Gift  Certificates  shall be included in Gross Sales upon the redemption of same
at the Premises.

     "Gross  Sales  Adjustments"  means the  following  items but same  shall be
deducted (as opposed to excluded) from Gross Sales only to the extent previously
reported as Gross Sales:  interest,  service or sales carrying charges collected
separately  from the selling price and paid by customers to Tenant for extension
of credit;  the  selling  price of all  merchandise  returned by  customers  and
accepted  for full  credit or the amount of  discounts  made  thereon;  sums and
credits  received in the settlement of Claims for loss or damage to merchandise;
the price allowed on merchandise traded in by customers for credit or the amount
of credit for  discounts  and  allowances  made in lieu of  acceptance  thereof;
alteration  workroom charges and delivery charges at Tenant's cost and collected
separately  from the selling  price;  receipts from vending  machines  installed
solely for Tenant's employees; transfers of merchandise between Tenant's stores,
and sales of fixtures,  equipment or property  which are not stock in trade.  In
addition,  the following may be included as a Gross Sales  Adjustment (but shall
be  deducted,  as  opposed  to  excluded,  from  Gross  Sales only to the extent
previously reported as Gross Sales); provided that (i) through (iii) below shall
not exceed a total of two  percent  (2%) of  Tenant's  Gross Sales in any single
calendar year:

     (i) Bad checks and/or debts, provided that if subsequently collected,  said
checks and/or debts shall be included within Gross Sales in the calendar year in
which subsequently collected;

     (ii) The discount  permitted on sales to employees actually employed at the
Premises; and

     (iii)  Fees  paid  by  Tenant  to  credit  card  companies  and/or  banking
institutions in accordance with credit card purchase plans.

     "Hazardous Materials" means any chemical,  compound, material, substance or
other matter that: (a) is defined as a hazardous  substance,  hazardous material
or  waste,  or  toxic  substance  under  any  Hazardous  Materials  Law,  (b) is
regulated,  controlled or governed by any Hazardous Materials Law or other Legal
Requirement,  (c) is  petroleum  or a  petroleum  product,  or (d) is  asbestos,
formaldehyde, radioactive material, drug, bacteria, virus, or other injurious or
potentially   injurious  material  (by  itself  or  in  combination  with  other
materials).

     "Hazardous Materials Laws" means any and all federal,  state or local laws,
ordinances,  rules, decrees, orders,  regulations or court decisions relating to
hazardous  substances,  hazardous materials,  hazardous waste, toxic substances,
environmental conditions on, under or about the Premises or the Shopping Center,
or soil  and  ground  water  conditions,  including,  but not  limited  to,  the
Comprehensive  Environmental  Response,  Compensation and Liability Act of 1980,
the  Resource   Conservation   and  Recovery   Act,  the   Hazardous   Materials
Transportation   Act,  the   California   Hazardous   Waste   Control  Act,  the

<PAGE>
Carpenter-Presley-Tanner  Hazardous  Substances  Account Act, the Porter-Cologne
Water Quality Control Act, any other Legal Requirement  concerning  hazardous or
toxic substances, and any amendments to the foregoing.

     "Improvements"   means   all   permanent   and   nonstructural    fixtures,
installations, alterations, replacements, additions, changes and/or improvements
to the Premises.

     "Insured  Casualty"  means  damage or  destruction  the  repair of which is
covered to the extent of at least fifty  percent (50%) of the  replacement  cost
thereof (with  deductibles,  self-insurance  and co-insurance being deemed to be
"covered")  by  insurance  proceeds  received by or made  available  to Landlord
pursuant to any insurance  policy actually  carried or required to be carried by
Landlord under the terms of the Lease.

     "Interest  Rate" means the lesser of (i) the maximum  lawful rate permitted
by usury or similar law in the State in which the Shopping  Center is located to
be charged by Landlord to Tenant,  or (ii) two percent (2%) above the annualized
rate of interest  publicly  announced from time to time by Bank of America NT&SA
in San Francisco,  California, as its "prime rate" or "reference rate," and such
interest shall be computed on the basis of monthly  compounding with actual days
elapsed compared to a 360-day year.

     "Interior  Demising  Partitions"  means partitions  separating the Premises
from adjacent space occupied or intended to be occupied by another tenant.

     "Interior  Mall" means that  portion of the Common Area,  if any,  which is
located in the interior facing portion of the Shopping Center.

     "Interior  Mall  Expenses"  shall  mean  Common  Area  Expenses  which  are
attributable solely to the operation and use of the Interior Mall.

     "Landlord" is defined in Article 1.

     "Landlord's Work" is defined in Exhibit C. "Lease Line" means any imaginary
or defined  line which  separates  the  Premises  from all areas of the Shopping
Center  other than the  premises of  adjacent  tenants and which is shown in the
Tenant Package.

     "Lease Term" is defined in Section 3.1.

     "Legal Requirement" means, to the extent applicable,  (i) any law, statute,
ordinance,  regulation,  rule, requirement,  order, court decision or procedural
requirement of any Governmental Authority, (ii) the rules and regulations of the
applicable  governmental  insurance  authority  or any similar  body,  (iii) the
requirements of the REA, and (iv) the reasonable  requirements of any Mortgagee.
References  herein to "law" or "lawful"  include Legal  Requirements or the full
and strict compliance with Legal Requirements, as applicable.

     "Major Department Stores" means those certain buildings or premises (or the
occupants  thereof)  indicated  on  Exhibit  A as  "DEPT.  STORES"  (or  similar
designation)  and which may be  subsequently  added,  substituted  or removed at
Landlord's sole and absolute discretion without notice to Tenant or amendment to
Exhibit A.

     "Major Destruction" means destruction  (whether or not an Insured Casualty)
to an extent of more than one-third  (33-1/3%) of the full  replacement  cost of
the  Premises  or  Shopping  Center,  as the  case  may  be,  as of the  date of
destruction,  or  destruction  to  the  Shopping  Center  that  results  in  the
termination of the leases of tenants  therein  representing  more than one-third
(33-1/3%) of the Floor Area thereof,  or results in the termination of the lease
and/or operation of one or more Major Department Stores.

     "Major Tenants" means  collectively (i) the Major Department  Stores,  (ii)
any premises (or the occupants  thereof) at the Shopping  Center used  primarily
for events,  meetings,  and  operations  conducted on a nonprofit  basis for the
benefit of the  community,  and (iii)  premises (or the occupants  thereof) that
contain at least twenty thousand  (20,000) square feet of contiguous  (i.e., not
separated by Interior Demising Partitions) Floor Area.
<PAGE>
     "Mall  Tenants"  means those  tenants  occupying  premises in the  Shopping
Center that front onto the Interior Mall.

     "Marketing  Assessment"  means  the sum  payable  by Tenant as set forth in
Section 1.11 and provided for in Article 8.

     "Marketing Fund" is defined in Section 8.1.

     "Merchants' Association" is defined in Section 8.1.

     "Minimum  Annual  Rent" means the rental  payable by Tenant for the use and
occupancy of the Premises and is more specifically set forth in Section 1.9.

     "Mortgage"  means  any  mortgage,  deed  of  trust,  assignment,   security
agreement,  conditional  sale contract or other  encumbrance or hypothecation of
any of  Landlord's  interest in the real and personal  property  comprising  the
Shopping  Center  (including  all  subsequent  amendments,   modifications,  and
advances thereto), including an assignment or encumbrance of Landlord's interest
in the Lease and the rents and profits derived therefrom.  "Mortgage" shall also
include  any  ground  lease  or  similar  instrument  whereby  Landlord  holds a
leasehold interest in the Shopping Center or any part thereof. "Mortgagee" means
the holder/trustee, beneficiary or assignee of any Mortgage, or any lessor under
any ground lease or similar instrument.

     "Occupancy Transaction" means any Transfer, Encumbrance, Change of Control,
or other  arrangement  whereby  the  identity  of the person or  persons  using,
occupying or possessing the Premises changes or may change,  whether such change
be of an immediate, deferred, conditional, exclusive, nonexclusive, permanent or
temporary nature.

     "Percentage  Rent"  means  the  rental  payable  by  Tenant as set forth in
Section 1.10 and pursuant to Section 4.4.

     "Perimeter  Demising  Partitions" means partitions  separating the Premises
from the Common Area.

     "Permitted  Use" means the  permitted  use of the  Premises as set forth in
Section 1.13.

     "Personal Property" means trade fixtures,  furniture,  furnishings,  signs,
and other personal property not permanently affixed to the Premises.

     "Premises" means the commercial space described in Section 1.4 from the top
of the floor to the  underside  of the  structure  above and  exclusive  of such
conduits,  facilities,  and structures as may be located in the Premises for the
use and benefit of Landlord and/or other tenants.

     "REA" means that certain  document  entitled  "Construction,  Operation and
Reciprocal  Easement  Agreement"  (or such other similar  title)  respecting the
certain  rights  and  obligations  of the owner or  owners of the real  property
comprising  all or a portion of the Shopping  Center,  which has been or will be
recorded against such real property and as amended, supplemented and/or restated
from time to time.

     "Reconstruction" means demolition,  stabilization,  repair, reconstruction,
and restoration of the Premises,  Building or Shopping  Center,  as the case may
be, resulting from an Insured Casualty or Uninsured Casualty.

     "Rent"  means all  amounts  of  Minimum  Annual  Rent and  Additional  Rent
required to be paid by Tenant under the Lease.

     "Rent Commencement Date" means that date determined as set forth in Section
1.8.
<PAGE>
     "Responsible  Officer" of Tenant shall mean all individuals  doing business
as  Tenant,  an  individual  general  partner  if  Tenant  is a  partnership,  a
responsible  officer  of Tenant if Tenant  is a  corporation,  or a  responsible
officer of any  corporate  general  partner of Tenant if Tenant is a partnership
with one or more corporate partners.

     "Security  Deposit"  means the amount,  if any,  specifically  set forth in
Section 1.14.

     "Shopping  Center" means that  commercial  property named in Section 1.4 of
the  Lease,  as the same may from time to time be  expanded,  reduced,  altered,
reconstructed or otherwise changed.

     "Target Delivery Date" means that date set forth in Section 1.6.

     "Tenant  Package"  means  (i) the  tenant  design  manual/package  and (ii)
technical  handbook setting forth specific criteria for Tenant's Work, as either
may be  amended  from  time to  time.  The  Tenant  Package  shall  provide  for
architectural, construction, mechanical, and Utilities standards, specifications
and  criteria  established  by  Landlord,  from time to time,  for the  Shopping
Center, including, without limitation, standards,  specifications,  and criteria
for storefronts, interior improvements, and signs.

     "Tenant's Work" is defined in Exhibit C and the Tenant Package.

     "Tenant's Plans" means calculations,  specifications, designs, and drawings
which pertain to Tenant's Work and/or other Improvements and which are described
in Exhibit C, Section I, Paragraph B.

     "Trade Name" means the name set forth in Section 1.3.

     "Transfer" means any voluntary,  unconditional,  and present (i) assignment
of some or all of  Tenant's  interest,  rights,  and duties in the Lease and the
Premises,  including Tenant's right to use, occupy, and possess the Premises, or
(ii) sublease of Tenant's  right to use,  occupy,  and possess the Premises,  in
whole or in part.

     "Transferee"   means   the   proposed   assignee,   sublessee,   mortgagee,
beneficiary,  pledgee or other recipient of Tenant's interest,  rights or duties
in the Lease or the Premises in an Occupancy Transaction.

     "Uninsured  Casualty"  means damage or  destruction  that is not an Insured
Casualty.

     "Utilities"  means the  services  of  sewage  removal,  delivery  of water,
electricity, natural gas (if permitted by Landlord), telephone service and other
services  such as  satellite  data  transmission,  cable  systems,  and security
systems.

     "Utilities Charge" is defined in Section 6.3.

     "Utility Installations" means any and all systems,  machinery,  facilities,
installations, supply lines, transformers, pipes, conduits, ducts, penetrations,
components,  appurtenances,  and  equipment  used in or in  connection  with the
Shopping Center for the generation or supply of Utilities.






<PAGE>
                                   EXHIBIT C
     PROVISIONS RELATING TO THE DESIGN AND CONSTRUCTION OF TENANT'S STORE;
          DESCRIPTION OF LANDLORD'S WORK IN THE EVENT OF RECONSTRUCTION


I.       General Requirements

     A. Tenant Package.  Tenant  acknowledges  receipt of the Tenant Package for
the purpose of the initial construction of the Premises.

     B. Tenant's Plans.

     1.  Prior to  Tenant  preparing  Tenant's  Plans,  Tenant's  architect  and
engineer(s) shall thoroughly familiarize themselves with, and verify by physical
inspection,  the accuracy of the Premises,  the Tenant Package,  this Exhibit C,
all local  building  codes and all existing job  conditions.  Tenant's Plans and
construction  shall be prepared  and  performed  with full  knowledge  of and in
compliance with the Tenant Package,  this Exhibit C and all Legal  Requirements,
including without limitation all energy conservation,  Hazardous Materials Laws,
and  handicap  access  requirements.  Tenant's  Plans shall be  prepared  or, if
permitted by law,  sealed by architect(s)  and  engineer(s)  fully qualified and
licensed in the state in which the Shopping Center is located.

     2. Within  twenty  (20) days after  receipt of the Tenant  Package,  Tenant
shall submit to Landlord fully detailed and dimensioned  1/2" scale  preliminary
storefront drawings. This preliminary submittal shall include the following: (a)
three (3) sets of  prints  and one (1) sepia  that show  storefront  elevations,
sections  through the storefront and  storefront  signage,  (b) one (1) material
sample and color board, and (c) one (1) completely colored rendering of Tenant's
storefront design.

     3. No later than June 26, 1998, Tenant agrees to submit to Landlord six (6)
sets of prints and one (1) sepia of fully  detailed and  dimensioned  1/4" scale
architectural  and  structural  construction  drawings,  which shall include the
following: (a) plan views of the storefront, floor areas, and reflected ceiling;
elevations of the storefront and interiors,  sections through the storefront and
partitions and along the longitudinal  axis, door,  finish, and color schedules,
and final design  drawings for  storefront  signs in accordance  with the Tenant
Package,  (b) electrical  drawings  including  circuitry plans, panel schedules,
riser diagrams,  load  calculations,  and all calculations and forms required by
applicable Legal Requirements,  and (c) mechanical drawings,  including heating,
ventilating, and air conditioning design calculations, an equipment schedule and
specifications,  the design for the air  distribution  duct work  system,  smoke
exhaust system, exhaust fan(s), plumbing fixtures and piping specifications, and
all calculations and completed forms required by applicable Legal Requirements.

     C. Approval of Tenant's Plans.

     1. Tenant's Plans, and the design and quality of all work and installations
undertaken  by Tenant in the  Premises,  shall be  subject  to the  approval  of
Landlord and  Landlord's  architect  and  engineers.  Landlord  shall respond to
Tenant's  Plans  within  fifteen  (15) days of the receipt of same by  notifying
Tenant of (a) the approval of Tenant's  Plans, or (b) the reason(s) why Tenant's
Plans are not satisfactory to Landlord.

     2. If said plans are not approved because they do not conform to the Tenant
Package,  Landlord will state the reasons for  nonconformance and Tenant will be
given  twenty (20) days to resubmit  another  set of plans  taking into  account
Landlord's  suggested  changes.  If these subsequent  drawings are not approved,
within ninety (90) days after full  execution and delivery of this Lease by both
parties,  Landlord  shall have no further  obligation  to approve said plans and
Landlord shall have the right to terminate this Lease. 3. Landlord's architect's
approval of Tenant's Plans shall not create any  responsibility  or liability on
the part of Landlord for their completeness,  sufficiency,  design or compliance
with  Legal  Requirements,  and shall  not  relieve  Tenant  of any of  Tenant's
responsibility or liability hereunder.
<PAGE>
     4. Any changes to the approved  Tenant's Plans requested by Tenant shall be
subject to Landlord's  approval and shall be reviewed by  Landlord's  architect.
Tenant  shall pay any  additional  expenses  incurred  in  connection  with such
processing,  including any additional fees of Landlord's architect,  which costs
shall be deposited by Tenant at the option of Landlord prior to the commencement
of such processing.

     D. Requirements for Tenant's Improvements.

     1.  Tenant's  Work  and all  other  Improvements  shall be made  under  the
supervision of a competent architect or licensed structural engineer and made in
accordance with the approved  Tenant's  Plans.  At Tenant's sole cost,  Landlord
shall have the right,  but not the  obligation,  to perform any work that Tenant
shall have failed to construct in accordance the approved Tenant's Plans,  after
ten (10) days' notice from Landlord. Tenant, at its sole cost and expense, shall
be responsible for obtaining all necessary permits including building and health
department  permits for the  performance of such work and for the payment of any
impact,  capacity,  usage, and/or similar fee in connection with such work. Upon
completion of such work,  Tenant shall have recorded in the office of the County
Recorder  where the  Shopping  Center is  located  a Notice  of  Completion,  as
required or permitted by law, and Tenant shall  deliver to Landlord,  within ten
(10) days after completion of said work, a copy of the final signed-off building
inspection  card,  permit or report with respect  thereto and the Certificate of
Occupancy. All work shall be performed and completed strictly in accordance with
all Legal Requirements in a good and workmanlike manner, and shall be diligently
prosecuted to  completion.  The Premises  shall at all times be a complete unit,
except  during the period of work,  and Tenant shall perform all such work so as
not to  obstruct  access to the  premises  of any other  tenant in the  Shopping
Center.

     2. Tenant shall not open for  business in the  Premises  until the Premises
fully  and  strictly  comply  with the  approved  Tenant's  Plans  and all Legal
Requirements, in the reasonable judgment of Landlord or Landlord's architect.

     3. During the performance of Tenant's Work, Tenant shall be responsible for
the removal from the Shopping Center on a daily basis of all trash, construction
debris and surplus construction materials.

     Tenant shall, at its sole cost and expense,  provide trash  receptacles for
Tenant's  use during  Tenant's  construction.  Landlord  shall have the right to
approve the placement location of such receptacles. In no event shall Tenant use
any trash  receptacles  during  construction  other than  those that  Tenant has
provided.

II.      Description Of Tenant's Work

     A. General.  "Tenant's Work" shall mean the purchase and/or installation of
all of the Improvements  described in this Section II and any other Improvements
or work necessary to construct and complete  construction of Tenant's store. All
costs of Tenant's Work shall be paid for by the Tenant  regardless of whether or
not Tenant actually performed the work.

     B. Ceilings. Tenant shall install all ceilings.

     C. Partitions.

     1. Tenant shall  install all interior  partitions  and curtain walls within
the Premises required by the building code and as shown in Tenant's Plans.

     2. Tenant shall  plaster or drywall and  firetape the interior  side of all
Interior Demising Partitions and Perimeter Demising Partitions over their entire
area, except for necessary openings as designated in the Tenant Package.

     3. All of Tenant's partition  construction work shall be completed so as to
satisfy applicable fire rating requirements.

     D. Floor. Tenant shall install all floor coverings within the Premises.


<PAGE>
     E. Plumbing.

     1. Tenant  shall  install all  plumbing  fixtures  and  rough-in  plumbing.
Tenant's   plumbing   contractor  shall  provide  approved   receptors  for  air
conditioning condensate drains and water heater overflow as required.

     2. Grease traps will be required for all food preparation  areas having pot
sinks or any grease-producing appliances that discharge into the waste system.

     3. Subject to obtaining  Landlord's prior written  consent,  which Landlord
may  grant or  withhold  in its sole and  absolute  discretion,  Tenant  may use
natural gas on the  Premises in  accordance  with such terms and  conditions  as
Landlord may specify.  If Landlord  grants its consent to the use of natural gas
in the Premises,  Landlord shall either perform the work to bring gas service to
the Premises (in which case Tenant shall reimburse Landlord for the cost of such
work),  or require  Tenant to  perform  such work at a  location  designated  by
Landlord.

     F. Sprinklers. At Tenant's expense, Landlord's contractor (or at Landlord's
option  Tenant's  contractor)  shall  make  such  additions,  modifications,  or
relocations to the sprinkler system installed by Landlord required by the design
or  construction  of Tenant's  Improvements or to bring the same into compliance
with  the  requirements  of  Landlord's  insurance  underwriters  and all  Legal
Requirements.  The costs of any work  performed  by  Landlord's  contractor,  at
Tenant's expense, shall be competitive with commensurate contractors serving the
same trade area.

     G. Air Conditioning/Heating. All air conditioning and heating work required
by Tenant shall be at Tenant's sole cost and expense.  All such air conditioning
and heating work shall be designed and installed by Tenant  unless  designed and
installed,  at Landlord's option, by Landlord at Tenant's sole cost and expense.
This work shall include,  without  limitation,  additional air conditioning,  if
any,  connection  to supply and return  lines,  duct work,  and any  controls or
circuitry  required.  At Landlord's option,  Tenant shall provide heating to the
Premises in accordance with the Tenant Package.  Notwithstanding anything to the
contrary  contained in the Lease and  Exhibits,  if Tenant's  business  produces
odor,  fume and/or grease or involves food  preparation,  at Landlord's  option,
Tenant shall,  at its sole cost and expense,  design and install an  independent
Air  Conditioning  System  designed  to  mitigate  the  problems  caused by such
operations.  The Air Conditioning  System serving the Premises shall be designed
to cool air  automatically.  The Tenant  shall  maintain  conditions  inside the
Premises as follows:  75?  Fahrenheit  dry bulb and 50% relative  humidity  with
outside conditions of 93? Fahrenheit dry bulb and 70? Fahrenheit wet bulb.

     H.  Electrical.  Tenant shall install all  electrical  and  telephone  work
required within the Premises, including, without limitation, the following:

     1.  Feeders  and other  work from the  central  distribution  point,  light
fixtures,  transformers,  electrical panels,  disconnect switches,  distribution
within the  Premises and  additional  conduit(s)  from the central  distribution
point, as required.

     2. Temporary power for Tenant's construction.

     3. Tenant,  at its expense,  shall  arrange for  electrical  and  telephone
service and  installation of an electrical meter by the local utility company in
sufficient  time to establish  service prior to the date Tenant  initially opens
for business.

     I.  Performance  of Work by  Landlord.  The  reasonable  cost  incurred  by
Landlord in performing any work or  modification on behalf of Tenant or which is
required as a result of Tenant's Work and/or other  Improvements,  shall be paid
for by Tenant immediately upon Tenant's receipt of an invoice.

     J. Miscellaneous. Tenant shall install the following:

     1. Internal  communication,  alarm,  fire  protection,  or smoke  detection
systems, as may be required by any Governmental Authority.

     2. Elevators,  dumbwaiters, chutes, conveyors, duct shafts, pneumatic tubes
and their shafts, doors, and other components,  including electrical hook-up and
service, if any, from the electrical panel to said equipment.


<PAGE>
     3. Storefronts,  Tenant's sign(s),  show window display  platforms,  window
backs, interior finish in show windows, store fixtures, and furnishings.

     4. Double-studded walls and sound insulation of the walls and ceilings, and
such other sound  insulation  measures as required by Landlord in its reasonable
discretion  when,  in the  reasonable  judgment of Landlord,  Tenant's  business
operations  create sounds or noises that may disturb  Landlord,  other  tenants,
patrons of other tenants, or the occupant of any space in the Shopping Center.

III.     DESIGN CRITERIA.

     A. Structural.  Any alteration,  additions or  reinforcements to Landlord's
structure required to accommodate Tenant's  Improvements shall be performed only
with Landlord's  architect's and engineer's prior written approval,  at Tenant's
expense.  Tenant  shall  pay,  upon  receipt of invoice  and  without  setoff or
deduction,  any costs  associated  with the Landlord's  consultants'  review and
approval  of Tenant's  proposed  alterations,  additions  or  reinforcements  to
Landlord's structure.

     B. Roof.

     1. There shall be no  installation  of radio or  television  antennas.  Any
roof-top  equipment shall be subject to the prior written  approval of Landlord,
Landlord's  architect and all  appropriate  Governmental  Authorities.  All roof
penetrations  (which shall include,  without  limitation,  equipment  platforms,
curbs, and multiple pipe enclosures) and equipment  locations required by Tenant
and  approved  by  Landlord,   Landlord's   architect,   and  said  Governmental
Authorities  shall be at Tenant's  expense and subject to the conditions of said
approval.  At Landlord's option, all such work shall be engineered and installed
by Landlord's contractor in accordance with standard project details as provided
by  Landlord's  architect.  Any roof  screens or screening  devices  required by
Landlord,  Landlord's architect,  and/or said Governmental  Authorities shall be
designed by Landlord's  architect or roofing  engineer and at Landlord's  option
installed by Landlord's  contractor at Tenant's  expense.  The costs of any work
performed by Landlord's  contractor,  at Tenant's expense,  shall be competitive
with commensurate contractors serving the same trade area.

     2. All flashing, counter-flashing, and roofing repairs shall conform to the
project  roofing  specifications.  All such work shall be paid for by Tenant but
shall be  performed  by  Landlord's  roofing  contractor.  The costs of any work
performed by Landlord's  contractor,  at Tenant's expense,  shall be competitive
with commensurate contractors serving the same trade area.

         C.       Storefronts.

     1. Tenant shall strictly comply with the storefront design and construction
criteria that pertain to Tenant's Premises as set forth in the Tenant Package.

     2. No storefront,  part thereof,  or swinging door shall project beyond the
Premises or into any Common Area,  except as may be  otherwise  set forth in the
Tenant Package.

     3. All storefront work, including sliding door tracks and housing boxes for
grilles,  shall be supported at its head sections by a welded  structural  steel
framework that shall be securely attached,  suspended and braced to the existing
building  structure.  Storefronts  that  project  past the mall  facia  shall be
engineered and designed to be supported  independently of the mall facia. Tenant
shall  pay the cost  incurred  by  Landlord  in  repairing  any  damage  done to
Landlord's Work by the installation,  construction, attachment or support of any
part of the storefront.

     4. Other than windows,  all storefront  material shall be durable  material
such as glazed tile, brick slate, terrazzo,  stone or similar materials approved
by Landlord's  architect.  Plaster,  drywall,  and similar materials will not be
permitted.


<PAGE>
     5. All storefront  construction  and materials  shall be  weatherproof  (if
required in the Tenant  Package) and resistant to wear,  fading,  discoloration,
and decay.  Any and all storefront  construction  and materials that in the sole
but commercially reasonable judgment of Landlord are faded, discolored,  worn or
in disrepair shall be immediately, at Tenant's expense, be refinished,  repaired
or replaced by Tenant to Landlord's reasonable satisfaction.

     D. Floors. Tenant shall install and maintain carpeting and/or other quality
flooring  materials,  such as  glazed or  unglazed  pavers  or wood  parquet  in
Tenant's public areas. Vinyl composition tile or indoor/outdoor  carpeting shall
not be used in Tenant's public areas.  Tenant's storefront entry area shall have
flooring material  identical in quality,  color and pattern to the mall flooring
material,  or, at  Landlord's  option,  such other  durable  materials as may be
approved by Landlord's architect.

     E. Ceiling.

     1. The ceiling shall be concealed spline or acoustical T-bar with 24" x 24"
tegular tile with 3/8" revealed edge or drywall or plaster  construction.  Other
ceiling material  finishes may be used subject to written approval by Landlord's
architect. Acoustical T-bar ceiling with standard 24" x 48" modules will only be
permitted in storage and nonpublic areas.

     2. Tenant shall strictly comply with  specifications of the maximum ceiling
height of the Premises set forth in the Tenant  Package.  Higher ceilings may be
allowed  upon  written  approval  of  Landlord  and  Landlord's  architect.  Any
relocation of or  modification  to structure,  piping,  conduit and/or duct work
necessitated  by  Tenant's  installation  of a ceiling  in excess of the  height
limitation shall be at Tenant's expense. Access panels and/or catwalks above the
ceilings  required  to serve  Tenant's  sign  equipment  shall be  installed  at
Tenant's expense.

     F.  Electrical.  All  fluorescent  or  incandescent  lighting  fixtures  in
Tenant's  public  areas,  other than  decorative  fixtures,  shall be  recessed.
Fluorescent fixtures shall have parabolic lenses or diffusers; no acrylic lenses
shall be  permitted  in public  areas.  Bare lamp  fluorescent  or  incandescent
fixtures may be used only in concealed areas and/or stock rooms.

     G. Signs.  All  storefront  signs shall be designed  strictly in accordance
with the Tenant Package.  Tenant  acknowledges  that the sign criteria have been
established  for mutual  benefit  of all  tenants in the  Shopping  Center.  Any
nonconforming  or unapproved  signs shall be removed or brought into conformance
at the expense of Tenant.

IV.      Tenant's Use of a Contractor.

     A.  Contractor  Selection.   Tenant  may  select  any  contractor  for  the
construction of Tenant's  Improvements  provided such contractor is bondable and
meets all licensing and insurance  requirements  established  by Landlord in the
Tenant Package and all Governmental  Authorities.  Tenant shall provide Landlord
with a copy of the contract with its  contractor  prior to  commencement  of any
Improvements. and Landlord shall have the right to disapprove such contractor or
the contract on reasonable grounds.  Tenant's contractor shall do or cause to be
done all  Tenant's  work except  where this  Exhibit or this Lease  provides for
Landlord's contractor to do the same.

     B. Special Conditions.  Tenant shall incorporate into the contract with its
contractor the following items as "Special Conditions":

     1. Prior to  commencement  of Tenant's  Improvements,  Tenant's  contractor
shall provide  Landlord with a construction  schedule  indicating the completion
dates of all phases of Tenant's Improvements.

     2. Tenant's  contractor shall diligently  perform said work in a manner and
at times that do not impede or delay  Landlord in the completion of the Premises
or any other portion of the Shopping Center. Any delays in the completion of the
Premises  caused  by  Tenant's  contractor  shall  not  relieve  Tenant  of  any
obligation under this Lease.


<PAGE>
     3. Tenant's contractor shall be responsible for the repair,  replacement or
clean-up of any damage caused by Tenant's  contractor to any other  contractor's
work in any area of the Shopping Center.

     4.  Tenant's  contractor  shall  provide  written  notice  to  Landlord  or
Landlord's  Shopping  Center manager of any work to be done on weekends or other
than normal job hours, and Tenant agrees to pay all costs associated therewith.

     5. Tenant and Tenant's  contractor shall comply with all Legal Requirements
and all rules and  regulations  established  by Landlord in the  performance  of
Tenant's Improvements.

     6. Prior to commencement of  construction,  Tenant shall submit to Landlord
evidence of insurance for its contractor in accordance with the requirements set
forth in the Lease.

     7. Tenant  shall  erect a  barricade  to  separate  the  Premises  from the
remainder of the Shopping Center prior to Tenant commencing  construction of the
Premises.  Such  barricade  shall be full  height,  constructed  with  studs and
drywall, sealed at the tops and sides, taped, and painted such color as Landlord
shall select.

     8. Tenant's  contractor or subcontractors  shall not post signs on any part
of the Shopping Center or the Premises.

     9. Prior to the commencement of Tenant's Improvements, Tenant shall provide
Landlord  with a "labor and  materials  payment  bond" in an amount equal to one
hundred  percent  (100%) of the aggregate  price of all contracts for such work,
conditioned  on  Tenant's  payment  in full of all  claims  of  mechanics'  lien
claimants for such labor,  services and/or materials supplied in the prosecution
of such work. Said payment bond shall name Landlord as a primary obligee,  shall
be given by a sufficient surety that is reasonably satisfactory to Landlord, and
shall be in such form as Landlord shall approve in its reasonable discretion. In
addition, Tenant shall obtain, or cause its contractor to obtain, a "performance
bond" covering the faithful  performance of the contract for the construction of
Tenant's  Work.  The  performance  bond shall be in an amount  equal to the full
amount  of  the  contract  price,   conditioned  on  the  contractor's  faithful
performance  of the  contract.  Said  performance  bond shall name  Landlord and
Tenant as co-obligees,  shall be given by a sufficient surety that is reasonably
satisfactory to Landlord, and shall be in such form as Landlord shall approve in
its reasonable discretion.

V.       Description Of Landlord's Work in the Event of Reconstruction.

     A. General.  "Landlord's  Work" shall be limited to the  performance of the
improvements  described  in this  Section V and only to the extent  such work is
required in connection with the Reconstruction of the Premises.

     B. Structure.  Landlord's  architect shall design the building in which the
Premises are located.  Said building  shall be  constructed  and  sprinklered in
accordance  with the  building  code in  effect  in the  jurisdiction  where the
Shopping  Center is located as of the time of the  initial  construction  of the
Shopping Center.  Construction of the building in which the Premises are located
shall not be less than Type V-N.  Exterior  walls shall be masonry,  metal stud,
and plaster or such other  material or materials as Landlord's  architect  shall
select.

     C.  Partitions.  Landlord will provide  Interior  Demising  Partitions  and
Perimeter Demising  Partitions;  the demising  partitions shall be of unfinished
masonry,  concrete,  metal or wood studs, at Landlord's  option,  sixteen inches
(16") on center  to the  underside  of the  structure  above,  or to a height as
required by Landlord.  Where such partitions fall on structural column lines, at
structural braces or structural  expansion joints,  projections may occur. Where
desirable in Landlord's opinion, a vertical neutral strip will be located at the
storefront area between stores.

     D. Floor.  Concrete  floor slabs within the interior of the Premises and in
any  entranceways  shall have a smooth  finish.  Such floor shall be on a single
plane without  depressions or raised areas,  but may, at Landlord's  option,  be
sloped.


<PAGE>
     E.  Plumbing.  Water service and sewer laterals shall be brought to a point
above or directly beneath the Premises.

     F.  Sprinklers.  An  automatic  sprinkler  system  shall  be  installed  in
accordance with  Landlord's  standard grid pattern and height that shall include
one (1)  sprinkler  head per one hundred  (100) square feet of Floor Area of the
Premises.

     H.  Electrical.  Landlord  shall  provide  facilities  for the  delivery of
277/480  volt power to premises  containing  1,000  square feet of Floor Area or
more, and 120/208 volt power to premises  containing less than 1,000 square feet
of Floor Area, to a central distribution point. Pursuant to Landlord's criteria,
Landlord  shall provide a main  electrical  switch at a master  metered  central
distribution  point and an empty conduit from the central  distribution point to
the Premises for electrical and telephone lines.

     I.  Air  Conditioning.  If  at  the  time  of  the  casualty  resulting  in
Reconstruction  the  Premises  was served by a central Air  Conditioning  System
serving  the  Premises  in common  with other  tenants in the  Shopping  Center,
Landlord  shall  provide  the Air  Conditioning  System  (subject to Section II,
Paragraph  G of this  Exhibit  C). The  Tenant  Package  shall  detail the type,
design, and specifications of the Air Conditioning System provided by Landlord.

     J.  Miscellaneous.  The  exterior  trim  and  other  surfaces  of the  mall
buildings normally  requiring  painting shall be painted.  Sidewalks adjacent to
the Premises shall be constructed of concrete or such other suitable material as
Landlord shall select.






<PAGE>
                                   EXHIBIT D
                              RULES AND REGULATIONS


     Tenant will deposit its trash only in the Shopping Center trash receptacles
and shall participate in and comply with any reasonable  procedures  established
by  Landlord  or  any  procedures  established  by  (or in  compliance  with)  a
Governmental Authority for the collection, sorting, separation, and recycling of
waste products, garbage, refuse, and trash.

     Tenant  shall  use its  reasonable  efforts  to  complete,  or  cause to be
completed,  all  deliveries,  loading,  unloading,  and services to the Premises
prior to 10:00 a.m. of each day.  Tenant  shall  attempt to prevent any delivery
trucks or other  vehicles  servicing  the  Premises  from parking or standing in
front of, or at the rear of, the  Premises  from 10:00 a.m. to 9:00 p.m. of each
day.

     Tenant shall not display, paint or place, or cause to be displayed, painted
or placed,  any handbills,  bumper stickers or other advertising  devices on any
vehicle parked in the parking area of the Shopping Center,  whether belonging to
Tenant,  or to  Tenant's  agent,  or to  any  other  person,  nor  shall  Tenant
distribute, or cause to be distributed, in the Shopping Center, any handbills or
other advertising devices.

     Employees of Tenant shall not park their  automobiles  in those  automobile
parking areas of the Common Area which  Landlord may from time to time designate
for use by patrons of the Shopping Center.

     Tenant and its employees  shall park their cars only in those parking areas
designated by Landlord for employee parking.  Tenant shall furnish Landlord with
the automobile  license numbers of Tenant and Tenant's  employees within fifteen
(15) days after taking  possession of the Premises and shall  thereafter  notify
Landlord of any changes  thereto  within five (5) days after such change occurs.
If Tenant or its  employees  fail to park their cars in the  designated  parking
areas,  Landlord may charge Tenant Ten Dollars ($10.00) per car per day for each
day or  partial  day  that  any car is  parked  in any  area  other  than  those
designated;  provided, however, Landlord agrees to give Tenant written notice of
the first  violation of this  provision for each vehicle.  Tenant shall have two
(2) days thereafter within which to correct the violation;  if said violation is
not  corrected  within said two-day  period,  then the  aforesaid  fine shall be
levied and Tenant shall pay the same within ten (10) days of Landlord's  request
therefor.  After  notice  of  such  first  violation,  no  prior  notice  of any
subsequent violation by the same vehicle shall be required.

     Tenant  shall not display or sell  merchandise,  or place  carts,  portable
signs,  devices or any other  objects in the  Common  Area and Tenant  shall not
solicit or distribute materials in any manner in the Common Area.

     Tenant shall utilize no medium which can be heard or experienced outside of
the Premises.

     Tenant  shall not erect an aerial or antenna on the roof or exterior  walls
of the Premises.





<PAGE>
                                   EXHIBIT E
                         TENANT'S ESTOPPEL CERTIFICATE


Date: , 19
Address:

To whom it may concern:

     The undersigned, as Tenant, has entered into that certain Lease, dated 19 ,
with , as Landlord,  for the leasing of certain  Premises at the Shopping Center
commonly     known     as     .      -----------------------------      --------
---------------------------- --------------------------------------

     Tenant  understands  that you have  offered  or  committed  to enter into a
transaction  with  Landlord  with respect to an interest in Landlord  and/or the
Lease and/or the Premises  and/or the realty  underlying  the Premises  and/or a
portion of or  interest in the realty or  improvements  in the  Shopping  Center
owned or hereafter  acquired by Landlord.  You have requested  this  Certificate
from Tenant as a condition  precedent to  consummation  of one of the  following
transactions: sale, purchase, exchange, transfer, assignment, lease, conveyance,
encumbrance, pledge, mortgage or hypothecation.

     In accordance  with the terms of the Lease,  Tenant  ratifies the Lease and
certifies that:

     (1) The  undersigned  has accepted the Premises and entered into  occupancy
(i.e.  accepted  possession)  of the Premises  described in said Lease on , 19 ;

     (2) The  undersigned  is presently  open and  conducting  business with the
public in the Premises;

     (3) The current  Minimum  Annual Rent in the annual amount of $ was payable
from , 19 ; 

     (4) Said  Lease is in full  force  and  effect  and has not been  assigned,
modified,  supplemented or amended in any way (except by  agreement[s]  dated ),
and ,to Tenant's  knowledge,  neither  party  thereto is in default  thereunder;

     (5) The Lease represents the entire agreement between the parties as to the
terms, covenants and conditions respecting the leasing of the Premises;;

     (6) The Lease Term expires on , 19 ; 

     (7) All  conditions  under said Lease to be performed by Landlord have been
satisfied, including, without limitation, all co-tenancy requirements thereunder
except:                                                                        ;

     (8) All required contributions by Landlord to Tenant on account of Tenant's
improvements have been received;

     (9) On this date there are no existing defenses, offsets,  counterclaims or
deductions  against rental that the  undersigned  has against the enforcement of
said Lease by Landlord except: ;

     (10) No rental  has been paid  more  than one (1) month in  advance  and no
security (other than a security  deposit in the amount of $ ) has been deposited
with Landlord; and

     (11) The Minimum Annual Rent through , 19 , has been paid.

     (12) The operation and use of the Premises does not involve the generation,
treatment, transportation, storage, disposal or release of Hazardous Material(s)
or solid waste into the  environment and that the Premises are being operated in
accordance  with  all  applicable  environmental  laws,  zoning  ordinances  and
building codes.

Very truly yours,
(Tenant)

By:

Title:





<PAGE>
                                   EXHIBIT F
                         MECHANICAL/ELECTRICAL SCHEDULE
<TABLE>
<CAPTION>

      <S>                                                                              <C>                                        
      1. Tenant Name                                                                   Space No.                   
      2. Tenant Drawing Nos.                            Mechanical                     Electrical                  
      3. Floor Area (Sq. Ft.)                                                                                      
      4. Electrical Load Breakdown
           a.   Lighting                                                               Watts
           b.   Sign(s)                                                                Watts
           c.   Appliances                                                             Watts
           d.   Receptacles                                                            Watts
           e.   Equipment                                                              Watts
           f.   Electric Water Heater                                                  Watts
           g.   Electric Heater                                                        Watts
           h.   Miscellaneous                                                          Watts
      5.   Total Connected Electrical Load                                Watts:         Watts/Sq.Ft. of Floor
      6.   Tenant Calculated Design Heating Load                                         BTUH
      7.   Tenant Calculated Design Cooling Load                                         BTUH
      8.   Tenant Calculated Design Air Supply                                           CFM (per Tenant plans)
      9.   Landlord Allotted Air Supply                                                CFM
     10.   Additional Air Supply Required                                              CFM
     11.   Variable Volume Air Terminal Units
           a.   Air CFM Max                                                                                     
           b.   Inlet/Outlet Sizes                                                                                 
     12.   Chilled Water Air Handler Units
           a.   Max GPM                                                                                         
     13.   Toilet Exhaust                       CFM
     14.   Special Exhaust/Make-up System(s) Data
           (Use, CFM, HP, Method of Operation, Etc.)
     15. Air Conditioning Unit Data (if Tenant is installing its own system.)
           a.   Make                           b.  Model #                            c.  CFM                      
</TABLE>

<PAGE>
                                    EXHIBIT G
                               GUARANTY OF LEASE


     WHEREAS,  a certain Lease,  more fully described below, has been or will be
executed:
<TABLE>
<CAPTION>

                 <S>       <C>                                <C> 
                  a.       Name of Shopping Center:           THE OAKS

                  b.       Landlord:                          THE OAKS SHOPPING CENTER, L.P.,
                                                              a California limited partnership

                  c.       Tenant:                            TOYS INTERNATIONAL,
                                                              a California corporation

                  d.       Premises Address:                  Space No. 1-M-006
                                                              222 W. Hillcrest Drive
                                                              Thousand Oaks, CA  91360-4210

</TABLE>

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

     WHEREAS,  the  undersigned  is desirous that Landlord enter into said Lease
with Tenant.

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

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

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

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

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

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

     6.  Guarantor  hereby waives notice of any demand by Landlord as well as of
any  notice of  Tenant's  default in the  payment  of rent or any other  amounts
contained or reserved in the Lease;


<PAGE>
     7.  Guarantor  hereby  consents to personal  jurisdiction  and venue in the
state and judicial district in which the Shopping Center is located; and

     8. The  person or persons  executing  this  Guaranty  of Lease on behalf of
Guarantor represent,  covenant, and warrant to Landlord as of the Effective Date
that the signatories signing on behalf of Guarantor have the requisite authority
to  bind  Guarantor.  Further,  if the  Guarantor  is a  corporation,  Guarantor
represents,  covenants,  and warrants to Landlord  that: (a) as of the Effective
Date, Guarantor is a duly constituted corporation in good standing and qualified
to do business in the state where the Shopping Center is located,  (b) Guarantor
has paid all applicable  franchise and corporate  taxes,  and (c) Guarantor will
file when due all forms, reports,  fees, and other documents necessary to comply
with applicable laws.

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

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

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

                                    By:
                    Name:
                                            (Type or Print Name)
                                    Title:
                                    By:
                    Name:
                                            (Type or Print Name)
                                    Title:         GUARANTOR

                                    ADDRESS:       550 Rancheros Drive
                                                   San Marcos, CA 92069


(PLEASE NOTARIZE DOCUMENT BY COMPLETING THE ATTACHED ACKNOWLEDGMENT)


ACKNOWLEDGMENT



State of                                                               )ss.
County of                       )

     On , before me (here  insert  name and  title of the  officer),  personally
appeared , personally  known to me (or proved to me on the basis of satisfactory
evidence) to be the  person(s)  whose  name(s)  is/are  subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their authorized capacity(ies),  and that by his/her/their  signature(s)
on the  instrument  the  person(s),  or the  entity  upon  behalf  of which  the
person(s) acted, executed the instrument.


     WITNESS my hand and official seal.

Signature (Seal)